Dated 25 April 2001              EXHIBIT 2.1

                               DAY RUNNER, INC (1)

                       DRI INTERNATIONAL HOLDINGS, INC (2)

                           DR UK HOLDINGS LIMITED (3)

                               DRBG UK LIMITED (4)

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

                            SHARE PURCHASE AGREEMENT

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

                        relating to the sale and purchase

                   of the whole of the issued share capital of
                                Day Runner UK Plc

                             GIBSON, DUNN & CRUTCHER

                         A MULTINATIONAL PARTNERSHIP OF

                    SOLICITORS AND REGISTERED FOREIGN LAWYERS

               Telephone House, 2-4 Temple Avenue, London EC4Y 0HB

                         Telephone: +44 (0)20-7071-4000

                            Fax: +44 (0)20-7071-4244


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                                    CONTENTS
                                                                                                                       Page

            <S>                                                                                                        <C>
            -                                                                                             --------------

            2...............................................................................Agreement to Sell the Shares iv
            -                                                                               ----------------------------

            3...............................................................................Consideration and Adjustment iv
            -                                                                               ----------------------------

            4.................................................................................................Completion v
            -                                                                                                 ----------

            5.................................................................................................Warranties v
            -                                                                                                 ----------

            6...............................................................................Post Completion Relationship vi
            -                                                                               ----------------------------

            7.....................................................................................Protection of Goodwill vi
            -                                                                                     ----------------------

            8...............................................................................Whole Agreement and Remedies viii
            -                                                                               ----------------------------
            9...........................................................................................Other Provisions ix
            -                                                                                           ----------------


Schedule 1 Details of the Directors, the Company and the Subsidiaries.............................xvi
---------------------------------------------------------------------

Schedule 2 Completion Obligations................................................................xlii
---------------------------------

Schedule 3 Part I Warranties given by the Vendors under Clause 5..................................xlv
----------------------------------------------------------------

Schedule 4 Limitation of Liability under Clause 5...............................................lviii
-------------------------------------------------

Schedule 5 Properties lxiii

Schedule 6 Data Room  lxiv
</TABLE>


<PAGE>




This Agreement is made on 25 April 2001

Between:

(1) DAY RUNNER, INC whose principal place of business is 2750 West Moore Avenue,
Fullerton,  CA 92633 - 2565,  USA;  (2) DRI  INTERNATIONAL  HOLDINGS,  INC whose
principal place of business is, 15205 Alton Parkway,  Irvine,  California,  USA;
(3) DR UK HOLDINGS LIMITED  (registered no: 3309870) whose registered  office is
30-32 Gildredge Road, Eastbourne, East Sussex,

         BN21 4SH, UK;

                    parties (1) - (3)  collectively,  (the  "Vendors");  and (4)
          DRBG UK LIMITED (registered no: 4163587) whose registered office is at
          2-4 Temple Avenue, London EC4Y 0HB, UK (the "Purchaser").

         It is agreed as follows:
1        Interpretation

         In  this  Agreement,   unless  the  context  otherwise  requires,   the
provisions in this Clause 1 apply:

1.1      Definitions

"Audited  Accounts" means the audited accounts of the Company and of each of the
Subsidiaries  and the audited  consolidated  group accounts of the Group for the
financial period ended on the Balance Sheet Date;

"Balance Sheet Date" means 30 June 2000;

"Company"  means Day Runner UK Plc details of which are  contained  in Part 3 of
Schedule 1;

"Completion"  means  the  completion  of the sale  and  purchase  of the  Shares
pursuant to Clause 4;

"Completion Amount" means $11,358,599.33;

"Consideration"  means the  consideration  payable to the  Vendors  pursuant  to
Clause 3;

"Data  Room"  means the data  room  currently  at the  offices  of the  Vendors'
Solicitors, the contents of which are listed in Schedule 6, and which are fairly
disclosed as exceptions to the Warranties;

"Encumbrance" means any claim, charge, mortgage, security, lien, option, equity,
power of sale,  hypothecation  or other third party rights,  retention of title,
right of  pre-emption,  right of first refusal or security  interest of any kind
with the  exception of liens arising by operation of law in the normal course of
business of any Group Company;

"Group" or "Group  Companies"  means the Company and the Subsidiaries and "Group
Company" means any one of them;

"Intellectual  Property" means trade marks,  service marks, trade names,  logos,
get-up,  patents,   inventions,   registered  and  unregistered  design  rights,
copyrights,  database rights and all other similar  proprietary rights which may
subsist in any part of the world  including,  where such rights are  obtained or
enhanced by  registration,  any registration of such rights and applications and
rights to apply for such registrations;

"Loan  Documentation" means the Second Amended and Restated Loan Agreement among
Day Runner, Inc, Day Runner UK Plc and Filofax Limited as Borrowers, Wells Fargo
Bank, National Association,  Bank of Scotland,  Credit Agricole Indosuez, Mellon
Bank, NA, Oaktree Capital  Management LLC and National  Westminster  Bank plc as
Lenders and Wells Fargo Bank, National  Association as Administrative  Agent and
related documentation;

"Losses" means all losses,  liabilities,  costs (including,  without limitation,
legal costs), charges, expenses, actions, proceedings, claims and demands;

"Properties"  means the leasehold  properties brief details of which are set out
in Schedule 5 and includes each and every part of them and "Property"  means any
one of them;

"Purchaser's  Solicitors" means Gibson,  Dunn & Crutcher of Telephone House, 2-4
Temple Avenue, London EC4Y 0HB;

"Restricted  Area" means the United  Kingdom,  Hong Kong,  Europe and the Middle
East;

"Restricted  Person" means any subsidiary of the Vendors and any holding company
of the Vendors and any  subsidiary  of such  holding  company  (the  expressions
"holding  company" and "subsidiary " having the meaning  detailed in section 736
of the Companies Act 1985);

"Shares" means  3,924,669  Ordinary  Shares of (pound)10 each being the whole of
the issued share capital of the Company;

"Subsidiaries"  means  the  subsidiaries  of the  Company  details  of which are
contained in Part 3 of Schedule 1;

"Taxation" or "Tax" means all forms of taxation  whether  direct or indirect and
whether levied by reference to income, profits, gains, net wealth, asset values,
turnover,  added value or other  reference and statutory,  governmental,  state,
provincial, local governmental or municipal impositions,  duties, contributions,
rates and levies (including without limitation social security contributions and
any other payroll taxes),  whenever and wherever imposed (whether imposed by way
of a  withholding  or deduction  for or on account of tax or  otherwise)  and in
respect of any person and all penalties,  charges,  costs and interest  relating
thereto;

"Taxation Benefits" means any Taxation benefit or advantage, including any loss,
relief,  allowance,  exemption,  set-off,  deduction or credit  available in the
computation of any liability to Taxation;

"Vendors' Group" means Day Runner, Inc and its subsidiary companies,  other than
the Group Companies plus Filofax, Inc and any of its subsidiaries;

"Vendors'  Solicitors"  means  Linklaters & Alliance of One Silk Street,  London
EC2Y 8HQ;

"Warranties" means the warranties and  representations set out in Schedule 3 and
"Warranty" means any one of them.

1.2      Subordinate Legislation

         References to a statutory provision include any subordinate legislation
         made from time to time  under that  provision  which is in force at the
         date of this Agreement;

1.3      Modification etc. of Statutes

         References to a statute or statutory  provision include that statute or
         provision as from time to time  modified,  re-enacted  or  consolidated
         whether  before  or  after  the date of this  Agreement  so far as such
         modification,  re-enactment or  consolidation  applies or is capable of
         applying  to any  transactions  entered  into in  accordance  with this
         Agreement  prior to Completion and (so far as liability  thereunder may
         exist or can arise)  shall  include  also any past statute or statutory
         provision (as from time to time modified,  re-enacted or  consolidated)
         which such statute or provision  has  directly or  indirectly  replaced
         except to the extent that any statute or  statutory  provision  made or
         enacted  after the date of this  Agreement  would  create or increase a
         liability of the Vendors under this Agreement;

1.4      Accounts

         Any reference to "accounts"  shall include the directors' and auditors'
         reports,  relevant  balance  sheets and profit  and loss  accounts  and
         related  notes  together  with  all  documents  which  are or  would be
         required by law to be annexed to the accounts of the company  concerned
         to be laid  before  that  company in general  meeting in respect of the
         accounting reference period in question;

1.5      Interpretation Act 1978

         The Interpretation Act 1978 shall apply to this Agreement in the same
         way as it applies to an enactment;
1.6      Clauses, Schedules etc.

         References to this Agreement include any Schedules to it and references
         to  Clauses  and  Schedules  are to Clauses  of and  Schedules  to this
         Agreement. References to paragraphs are to paragraphs of the Schedules;

1.7      Information

         Any  reference  to books,  records or other  information  means  books,
         records   or   other   information   in  any  form   including   paper,
         electronically stored data, magnetic media, film and microfilm; and

1.8      Headings

         Headings shall be ignored in construing this Agreement.

2        Agreement to Sell the Shares

         The Vendors (each as to those of the Shares specified  against its name
         in Part 1 of  Schedule 1) agree to sell with full title  guarantee  and
         the Purchaser, relying on the Warranties, agrees to purchase the Shares
         free  from  all  Encumbrances,  subject  to any  pledges,  charges  and
         mortgages  which may be in existence  under the Loan  Documentation  on
         Completion,  and  together  with  all  rights  and  advantages  now and
         hereafter attaching thereto.

3 Consideration and Adjustment

3.1      Amount

         The  Consideration for the purchase of the Shares and assignment of the
         intra-group   indebtedness   (pursuant   to   Clause   3.3)   shall  be
         $11,358,599.33, subject to any adjustment pursuant to Clauses 3.2 .

3.2      Consideration Uplift

         In the event that the Company or Filofax  Group  Limited is sold by the
         Purchaser  to a third party  within a period of twelve  months from the
         date of Completion,  the Consideration  shall be increased by an amount
         ("the  Consideration  Uplift")  equal to that which would result in the
         amount payable under this  Agreement  matching that payable on any such
         resale. Any Consideration Uplift shall be payable in the same manner as
         the Consideration.

3.3      Intra-Group Indebtedness

3.3.1    The Vendors and the  Purchaser  shall use best  endevours to agree,  in
         good faith, the precise  inter-company  loan position as at the date of
         Completion between the members of the Vendors' Group and each member of
         the  Group  plus  Filofax,  Inc (and its  subsidiaries)  (save  only in
         respect  of  normal  current  account  trading)  within  two  weeks  of
         Completion   and  produce  a  schedule  of  such  ("the   Inter-Company
         Schedule").

3.3.2     The Vendors,  on behalf of themselves and each and every member of the
          Vendors' Group, hereby transfer and assign to the Purchaser, with full
          title   guarantee,   the  legal  and  beneficial  title  free  of  all
          Encumbrances,  each and all of the  inter-company  loans identified on
          the Inter-Company Schedule in the aggregate amount outstanding between
          the  Vendors'  Group  and  the  Group  plus  Filofax,   Inc  (and  its
          subsidiaries)  ("the  Inter-Company  Debt").  Each of the Vendors,  on
          behalf of themselves  and each member of the Vendors'  Group,  confirm
          and acknowledge that following  assignment of the  Inter-Company  Debt
          pursuant  to this  Clause,  the  Vendors'  Group shall have no further
          rights  of  claim  against  the  Group  plus  Filofax,  Inc  (and  its
          subsidiaries)  in  respect  of the  inter-company  loans  between  the
          Vendors' Group and the Group plus Filofax, Inc and its subsidiaries.



<PAGE>



4        Completion

4.1      Date and Place

         Completion   shall  take  place  at  the  offices  of  the  Purchaser's
         Solicitors  immediately  on the  signing of this  Agreement  or at such
         other place as may be agreed  between the Vendors'  Solicitors  and the
         Purchaser's  Solicitors on behalf of the  Purchaser.  Completion  shall
         take  place  simultaneously  with  the  sale of  Filofax,  Inc from Day
         Runner, Inc to DRBG LLC.

4.2      Obligations on Completion

         On Completion, the parties shall procure that the obligations specified
         in Schedule 2 are fulfilled and in so far as such  obligations  are not
         fulfilled  by  Completion,  they shall be  fulfilled  within 2 weeks of
         Completion,  except for paragraphs  1.1.1 to 1.1.5,  1.2.2 and 1.2.3 of
         Schedule 2 which must be  satisfied  on  Completion,  unless  waived in
         writing by the Purchaser.

4.3      Payment of Price

         Against compliance with the foregoing  provisions,  the Purchaser shall
         pay the Completion Amount to the Vendors.  DRI International  Holdings,
         Inc and DR UK Holdings  Limited  hereby  assert that they have each, at
         all material times,  held their  respective  shares in the Company as a
         nominee on behalf of Day Runner, Inc and hereby direct the Purchaser to
         pay their respective  portions of the Consideration to Day Runner, Inc,
         whose  acknowledgment shall be sufficient discharge for the Purchaser's
         obligation under this Clause.

5        Warranties

5.1      Incorporation of Schedule 3

                                                         .........

          5.1.1     Each of the Vendors  warrants and  represents  to the
                    Purchaser in the terms set out in Part 1 of Schedule 3
                    subject only to:

                  (i)      any matter which is fairly disclosed in the documents
                           made  available  in the  Data  Room  and  any  matter
                           referred  to in the  Audited  Accounts  or  expressly
                           provided for under the terms of this Agreement; and

                  (ii)     any matter or thing  hereafter  done or omitted to be
                           done  pursuant to this  Agreement or otherwise at the
                           request in writing or with the approval in writing of
                           the Purchaser.

         5.1.2    The Purchaser warrants and represents to the Vendors in the
                  terms set out in Part 2 of Schedule 3.

5.2      Limitation of Liability

         The provisions of Schedule 4 shall apply.

5.3      Effect of Completion

         The  Warranties and all other  provisions of this Agreement  insofar as
         the same  shall  not have been  performed  at  Completion  shall not be
         extinguished or affected by Completion, or by any other event or matter
         whatsoever,  except by a specific and duly authorised written waiver or
         release by the Purchaser.

6        Post Completion Relationship

6.1 The Vendors and the Purchaser agree to work together in good faith following
Completion to enter into any  agreements or  arrangements  which are  reasonably
necessary to:

         6.1.1    Transfer to the Vendors any  interest or rights  which  relate
                  exclusively to the "Day Runner" brand, which either the Vendor
                  or the Purchaser considers should not be within the Group;

         6.1.2    Continue the business of the Company  and/or the  subsidiaries
                  around the world, and in particular, (without limitation), for
                  a period of up to 12 months  from the date of this  Agreement,
                  make available  office space on reasonable terms to enable the
                  Filofax  operation  in Hong Kong to continue in  substantially
                  the same manner as it does at the date of this Agreement; and

         6.1.3    Obtain  any  consents  of  any  third  parties  which  may  be
                  necessary under any of the contracts of the Vendors (and their
                  subsidiaries)  and/or the Group  which are  necessary  for the
                  proper operation of the Company.

6.2      The Vendors and the Purchaser  acknowledge that the  Consideration  has
         been determined after taking into account the provisions of Clause 6.1,
         and no further  consideration  shall be payable by the Purchaser to the
         Vendors  (or to any other  person) in  respect of any of the  transfers
         referred to in Clause  6.1.2 and no  consideration  shall be payable by
         the Vendors to the  Purchaser  (or any other  person) in respect of the
         transfers referred to in clause 6.1.1.

7        Protection of Goodwill

7.1       The  Vendors  undertake  to the  Purchaser  that  without  the written
          consent  of  the  Purchaser  (such  consent  to be  at  the  sole  and
          unfettered discretion of the Purchaser):

         7.1.1    for a period of 18 months  from  Completion  they will not and
                  will  procure that no  Restricted  Person will in any capacity
                  whatsoever  directly  or  indirectly  carry  on or  assist  in
                  carrying  on or be engaged,  concerned  or  interested  in any
                  activity  or  undertaking  which  is the  same  as,  or  which
                  competes  directly  with,  the  business  of any member of the
                  Group within the  Restricted  Area  provided  that none of the
                  Vendors nor any  Restricted  Person will be prohibited by this
                  Clause  from  carrying  on  or  being  engaged,  concerned  or
                  interested  in any  activity  or  undertaking  related to "Day
                  Runner" branded products in the Restricted Area; and

         7.1.2    for a period of 18 months  from  Completion  they will not and
                  will procure that no Restricted Person will directly,  solicit
                  or endeavour to entice away,  offer  employment  to, engage or
                  contract  for the  services of any employee who is an employee
                  of the  Purchaser or of any member of the Group at the time of
                  any such  approach  or  contact  and who is a senior  employee
                  earning in excess of  (pound)40,000  (or equivalent in another
                  currency) per annum. The placing of an advertisement of a post
                  available  to  a  member  of  the  public  generally  and  the
                  recruitment of a person through an employment agency shall not
                  constitute a breach of this Clause  provided  that none of the
                  Vendors advises such agency to approach any such employee;

        7.1.3     other  than  in  relation  to any  customer  of "Day  Runner"
                  branded products at the date of this Agreement, for a period
                  of 18 months from Completion  they will not and will procure
                  that no  Restricted  Person will at any  time  in the
                  Restricted  Area  for  the  purpose  of any business competing
                  with the business of any member of the Group as at Completion,
                  endeavour to entice away as a customer of the Purchaser or
                  of any  member of the Group any  person  who  during  the
                  period of 12 months prior to the date of this  Agreement has
                  been a customer of any member of the Group who has not in that
                  12 month period bought, leased or distributed any "Day Runner"
                  branded goods.  The  advertising or indirect  marketing by the
                  Vendors'  Group of the  Vendors' Group's products and services
                  shall not constitute a breach of this Clause.

7.2      Nothing in  sub-Clause  7.1 above shall prevent the Vendors or any
         Restricted  Person (and there shall not be a breach of the
         above provisions if any such person shall do any of the same):

         7.2.1    owning not more than three per cent of any class of the issued
                  share  capital of a company  which is dealt in on a recognised
                  investment  exchange (as defined in the Financial Services Act
                  1986); or

         7.2.2    soliciting,  canvassing or otherwise dealing with customers or
                  suppliers  of  any  member  of the  Group  otherwise  than  in
                  connection with a business which competes with the business of
                  that member of the Group.

7.3      Each of the  undertakings  contained  in this Clause 7 is separate  and
         severable  and shall be construed on that basis.  In the event that any
         such undertaking is found to be void but would be valid if some part of
         it were  deleted  or if the  period or extent of it were  reduced  such
         undertaking  shall apply with such  modification as may be necessary to
         make it valid and effective.

7.4      The Vendors  undertake to the Purchaser that neither one of the Vendors
         nor any  Restricted  Person  shall  at any time  following  the date of
         Completion in connection  with any business use the names  "Filofax" or
         Microfile" or "Yard-o-Led",  or any names or words similar to or likely
         to be confused with any of them.

7.5      The Vendors by their execution  hereof hereby agree that having regard,
         inter  alia,  to the price paid by the  Purchaser  for the  Group,  the
         undertakings  contained in this Clause 7 are  reasonable  and necessary
         for the legitimate interests of the Purchaser and that having regard to
         those circumstances those covenants do not work harshly or oppressively
         on them.

7.6      The  Purchaser  undertakes  to the  Vendors  that  without  the written
         consent  of the  Vendors  it will  not and will  procure  that no Group
         Company  (including  Filofax,  Inc  and its  subsidiaries)  will in any
         capacity  whatsoever  directly  or  indirectly  carry on or  assist  in
         carrying on or be engaged, concerned or interested in the sale, leasing
         or  distribution  of any "Day Runner"  branded  products  except to the
         extent  that  the  Group  Companies  (including  Filofax,  Inc  and its
         subsidiaries) shall be permitted:

         7.6.1    to sell any "Day Runner" branded products owned or ordered by
                  them at the date of this  Agreement; and

         7.6.2    to order any "Day  Runner"  branded  replacement  papers dated
                  "2002"  prior to December  31, 2001 and sell such  replacement
                  papers..

8        Whole Agreement and Remedies

8.1      Whole Agreement

         This  Agreement  contains  the  whole  agreement  between  the  parties
         relating to the subject  matter of this Agreement at the date hereof to
         the  exclusion  of any terms  implied by law which may be  excluded  by
         contract and supersedes any previous written or oral agreement  between
         the parties in relation to the matters dealt with in this Agreement.

8.2      Acknowledgement

         The Purchaser  acknowledges  that it has not been induced to enter into
         this  Agreement  by any  representation,  warranty or  undertaking  not
         expressly incorporated into it.

8.3      Remedies

         So far as permitted by law and except in the case of fraud,  each party
         agrees and  acknowledges  that its only right and remedy in relation to
         any representation, warranty or undertaking made or given in connection
         with this Agreement  shall be for breach of the terms of this Agreement
         to the exclusion of all other rights and remedies  (including  those in
         tort or arising under statute).

8.4      Reasonableness of this Agreement

         Each party to this Agreement confirms it has received independent legal
         advice  relating to all the  matters  provided  for in this  Agreement,
         including the provisions of Clause 7, and agrees, having considered the
         terms of the  Agreement as a whole,  that its  provisions  are fair and
         reasonable.

9        Other Provisions

9.1      Announcements

         No  announcement  or circular in  connection  with the existence or the
         subject  matter  of this  Agreement  shall be made or  issued  by or on
         behalf of the  Vendors  or the  Purchaser  without  the  prior  written
         approval  of the  Vendors  and the  Purchaser  (such  consent not to be
         unreasonably   withheld  or   delayed).   This  shall  not  affect  any
         announcement or circular  required by law or any regulatory body or the
         rules of any recognised stock exchange but the party with an obligation
         to make an  announcement  or issue a circular  shall  consult  with the
         other party insofar as is reasonably  practicable before complying with
         such an obligation.

9.2      Confidentiality

 .........                                                          .........
         9.2.1    Subject  to  Clause   9.2.3,   the  Vendors   shall  treat  as
                  confidential and not disclose or use any information  received
                  or obtained as a result of entering  into this  Agreement  (or
                  any agreement  entered into pursuant to this Agreement)  which
                  relates to:

                    (i)       the provisions of this Agreement and any agreement
                              entered into pursuant to this Agreement; or

                    (ii)      the  negotiations  relating to this Agreement (and
                              such other agreements); or

                    (iii)     the  Purchaser's  business,   financial  or  other
                              affairs  (including  the  business,  financial  or
                              other   affairs   of  the  Group   Companies   and
                              including,   in  each  case,   future   plans  and
                              targets).

         9.2.2    Subject  to  Clause  9.2.3,   the  Purchaser  shall  treat  as
                  confidential and not disclose or use any information  received
                  or obtained as a result of entering  into this  Agreement  (or
                  any agreement  entered into pursuant to this Agreement)  which
                  relates to:

                    (i)       the provisions of this Agreement and any agreement
                              entered into pursuant to this Agreement  (save for
                              any   information   disclosed  to  any   permitted
                              assignee pursuant to Clause 9.3); or

                    (ii)      the  negotiations  relating to this Agreement (and
                              such other agreements); or

                    (iii)     any Vendor's business,  financial or other affairs
                              (including future plans and targets).


<PAGE>




         9.2.3     Clauses 9.2.1  and  9.2.2  shall  not   prohibit disclosure
                   or use of any information if and to the extent:

                    (i)       the  disclosure  or use is  required  by law,  any
                              regulatory  body or the rules and  regulations  of
                              any recognised stock exchange;

                    (ii)      the disclosure or use is required to vest the full
                              benefit of this  Agreement  in the  Vendors or the
                              Purchaser, as the case may be;

                    (iii)     the  disclosure or use is required for the purpose
                              of any  judicial  proceedings  arising out of this
                              Agreement  or any  other  agreement  entered  into
                              under  or  pursuant  to  this   Agreement  or  the
                              disclosure is reasonably  required to be made to a
                              taxation authority in connection with the taxation
                              affairs of the disclosing party;

                    (iv)      the disclosure is made to professional advisers of
                              the  Purchaser  or the  Vendors on terms that such
                              professional advisers undertake to comply with the
                              provisions  of Clauses  9.2.1 and 9.2.2 in respect
                              of such  information  as if they  were a party  to
                              this Agreement;

                    (v)       the information  becomes publicly available (other
                              than by breach of the this Agreement);

                    (vi)      the other party has given prior  written  approval
                              to the disclosure or use; or

                    (vii)     the information is  independently  developed after
                              Completion,

                  provided that prior to  disclosure  or use of any  information
                  pursuant to Clause  9.2.3(i),  (ii), (iii) (except in the case
                  of  disclosure  to a taxation  authority)  or (iv),  the party
                  concerned  shall  promptly  notify  the  other  party  of such
                  requirement  with a view to providing the other party with the
                  opportunity to contest such  disclosure or use or otherwise to
                  agree the timing and content of such disclosure or use.

         9.2.4    On Completion,  the Vendors shall assign to the Purchaser,  or
                  shall   procure  the   assignment   of,  the  benefit  of  any
                  confidentiality  agreements  entered  into by the  Vendors  in
                  connection with its sale of the Shares to the extent permitted
                  by the terms of the relevant agreements.

9.3      Successors and Assigns

         9.3.1    This Agreement is personal to the parties to it.  Accordingly,
                  subject only to Clause  9.3.2,  neither the  Purchaser nor the
                  Vendors may,  without the prior written  consent of the others
                  assign, hold on trust or otherwise transfer the benefit of all
                  or any of the other's obligations under this Agreement, or any
                  benefit  arising under or out of this  Agreement nor shall the
                  Purchaser be entitled to make any claim against the Vendors in
                  respect  of any  loss  which  it does  not  suffer  in its own
                  capacity as beneficial owner of the Shares.

         9.3.2    Notwithstanding  Clause  9.3.1,  the  Purchaser may assign the
                  full benefit and the full burden  under this  Agreement to one
                  subsequent  purchaser  of:  (i)  the  Company  (or  any of the
                  Subsidiaries) or substantially all of their business; (ii) the
                  Purchaser; or (iii) the Purchaser's parent company,  providing
                  that such  assignment is made within 18 months of  Completion.
                  The Vendors hereby give their consent to any such assignment.

9.4      Third Party Rights

         A person who is not a party to this  Agreement  has no right  under the
         Contracts  (Rights of Third  Parties)  Act 1999 to enforce  any term of
         this Agreement.

9.5      Variation

         No variation of this Agreement shall be effective unless in writing and
         signed by or on behalf of each of the parties to this Agreement.

9.6      Time of the Essence

         Time shall be of the  essence  of this  Agreement  both as regards  any
         dates and periods  mentioned and as regards any dates and periods which
         may be  substituted  for them in accordance  with this  Agreement or by
         agreement in writing between the parties.

9.7      Further Assurance

         9.7.1    At any time after the date of this Agreement the Vendors shall
                  and  shall use  their  best  endeavours  to  procure  that any
                  necessary third party shall execute such documents and do such
                  acts and things as the  Purchaser may  reasonably  require for
                  the purpose of giving to the Purchaser the full benefit of all
                  the provisions of this Agreement.

         9.7.2    The  Vendors   undertake  to  provide  the   Purchaser   after
                  Completion  (at the  Purchaser's  cost)  with  all  reasonable
                  information  which the  Vendors or any member of the  Vendors'
                  Group have in their  possession or under its control  relating
                  to the Company  and/or the  Subsidiaries  and for this purpose
                  the  Vendors   shall  give  the   Purchaser  and  any  persons
                  authorised  by the  Purchaser  reasonable  access  to all such
                  information,  during normal working hours and upon  reasonable
                  notice and the  Purchaser  may, at its own  expense,  copy any
                  such documents.

         9.7.3    The  Vendors  at the cost of the  Purchaser  shall at any time
                  after  Completion do or procure the doing of all such acts and
                  things  and/or  execute  or  procure  the  execution  of  such
                  documents  in a  form  satisfactory  to the  Purchaser  as the
                  Purchaser  reasonably  considers  necessary for the purpose of
                  vesting the Shares in the Purchaser.

         9.7.4    The Purchaser undertakes to provide and procure that the Group
                  Companies   provide  the  Vendors  after  Completion  (at  the
                  Vendors' cost) with all reasonable  information concerning the
                  Group which the Vendors may require in order to enable them to
                  comply  with  any  law,  rule,  regulation  or  administrative
                  practice of any government, governmental department, agency or
                  regulatory body.

9.8      Costs

         9.8.1    Subject  to Clause  9.8.2,  the  Vendors  shall bear all costs
                  incurred  by  them  and  the  Group  in  connection  with  the
                  preparation,  negotiation and entry into of this Agreement and
                  the  sale of the  Shares.  The  Vendors  shall  indemnify  the
                  Purchaser  against  any  professional  fees  incurred  by  the
                  Company prior to the date of Completion and in connection with
                  fulfillment  of any of the  Vendors'  obligations  under  this
                  Agreement  in relation to the proposed  sale of Filofax  Group
                  Limited.  The Purchaser  shall bear all such costs incurred by
                  it.

         9.8.2    Costs to be borne by the  Vendors  pursuant  to  Clause  9.8.1
                  shall not  include  any costs  incurred  by the Vendors or the
                  Group in connection with any payment that falls due to Michael
                  Ball and/or  Christopher Brace as a consequence of the sale of
                  the Shares.

9.9      Interest

         If the Vendors or the Purchaser  default in the payment when due of any
         sum payable under this Agreement  (howsoever  determined) the liability
         of the Vendors or the Purchaser (as the case may be) shall be increased
         to include  interest on such sum from the date when such payment is due
         until the date of actual payment (as well after as before judgement) at
         a rate per annum of 1 per cent above  LIBOR as quoted from time to time
         by The Royal Bank of Scotland PLC. Such interest  shall accrue from day
         to day.

9.10     Notices

                  9.10.1 Any notice or other  communication  in connection  with
                  this Agreement shall be in writing in English (a "Notice") and
                  shall be sufficiently given or served if delivered or sent:

                  in the case of each of the Vendors to Day Runner, Inc at:


                           Address: Day Runner, Inc
                                            2750 West Moore Avenue
                                            Fullerton, CA 92633-2565

                           Attention:       John Ausura; Catherine Ratcliffe

                           Fax:             001 (714) 441 4848

                           Attention:       Chief Executive Officer /Chairman


<PAGE>




                           With additional copies of Notices to:

                           Address: Linklaters & Alliance

                                            One Silk Street

                                            London

                                            EC2Y 8HQ
                                            UK

                           Fax:             +44 20 7374 9318
                           Attention:       Olivia McKendrick / Nicholas Pearey



                  in the case of the Purchaser to  DRBG UK Limited at:

                           Address: c/o Filofax Group Limited,
                                             Waverley House,
                                            7/12 Noel Street,
                                            London,
                                            W1F 8NE
                                            UK

                           Fax:             +44 1444 238183
                           Attention:       The Company Secretary

                                    With  additional  copies of Notices to (such
                                    address   not  being  the  valid  place  for
                                    service):

                                    Gibson, Dunn & Crutcher, LLP
                                    Telephone House
                                    2-4 Temple Avenue
                                    London

                                    EC4Y 0YB
                                    Fax : 44 (0) 20 7070 9224

                                    Attention:       Judith Shepherd

                  or (in either case) to such other address or fax number in the
         United  Kingdom as the relevant party may have notified to the other in
         accordance  with this Clause.  In particular,  in relation to any court
         proceeding,  the London  office of the Vendors'  solicitors  can accept
         service of any proceedings.

                  9.10.2 Any notice may be  delivered by hand or, sent by fax or
                  prepaid  first class post (first  class in the case of service
                  in the United Kingdom and airmail in the case of international
                  service). Without prejudice to the foregoing, any Notice shall
                  conclusively  be  deemed  to have  been  received  on the next
                  working day in the place to which it is sent,  if sent by fax,
                  or 60 hours from the time of posting,  if sent by post,  or at
                  the time of delivery, if delivered by hand.

9.11     Invalidity

         If any term in this Agreement  shall be held to be illegal,  invalid or
         unenforceable, in whole or in part, under any enactment or rule of law,
         such term or part  shall to that  extent be deemed  not to form part of
         this  Agreement but the  legality,  validity or  enforceability  of the
         remainder of this Agreement shall not be affected.

9.12     Counterparts

         This Agreement may be entered into in any number of  counterparts,  all
         of which taken together shall  constitute one and the same  instrument.
         Any  party  may  enter  into  this  Agreement  by  executing  any  such
         counterpart.

9.13     Governing Law and Submission to Jurisdiction

                  9.13.1 This  Agreement  and the  documents  to be entered into
                  pursuant to it, save as expressly  referred to therein,  shall
                  be governed by and construed in accordance with English law.

                  9.13.2 All the  parties  irrevocably  agree that the courts of
                  England  are to have  exclusive  jurisdiction  to  settle  any
                  dispute  which  may arise  out of or in  connection  with this
                  Agreement and the documents to be entered into pursuant to it.

                           [Intentionally left blank]


<PAGE>





         In witness whereof this Agreement has been duly executed.

         SIGNED by         .........                          )
         for and on behalf of.......                          )
         DAY RUNNER, INC   .........        )



         SIGNED by         .........                          )
         for and on behalf of.......                          )
         DRI INTERNATIONAL .........        )
         HOLDINGS, INC     .........                          )



         SIGNED by         .........                          )
         for and on behalf of.......                          )
         DR UK HOLDINGS LIMITED.....                          )



         SIGNED by         .........                          )
         for and on behalf of.......                          )
         DRBG UK LIMITED   .........                          )



<PAGE>




                                   Schedule 1

                                     Part 1

                           Shares Sold by each Vendor

Vendor                                               Shares Sold

Day Runner, Inc                                      3,919,668

DRI International Holdings, Inc                      1

DR UK Holdings Limited                               5,000




<PAGE>






                                     Part 2

                     Particulars of Directors of the Company

Full Names                                           Usual Address

John Francis Ausura                                  63 Greencroft Drive,
                                                     Champage,
                                                     Illinois,
                                                     61821 USA

David Anthony Werner                                 22502 Almaden

                                                     Mission Viejo

                                                     92691

                                                     California

                                                     USA


<PAGE>




                                     Part 3

                           Particulars of the Company

Registered Number:                                      3309833
Registered Office:                                      4th Floor Waverley House

                                7-12 Noel Street

                                     London

                                     WlF 8NE

Date and place of incorporation:                      24/01/97 - England & Wales
Secretary:                                            C. Ratcliffe
VAT Number:

Tax District and Reference Number:

Accounting Reference Date:                         30 June
Auditors:                                          Deloitte & Touche
Solicitors                                         Linklaters & Alliance
Authorised Share Capital:                          10,000,000 ordinary shares of
                                                   (pound)10 each
Issued and fully paid-up Share Capital:            3,924,669 ordinary shares of
                                                   (pound)10 each





<PAGE>




                                     Part 4

                         Particulars of the Subsidiaries

                              Filofax Group Limited

Registered Number:                                  00175064
Registered Office:                                  Waverley House
                                                    7-12 Noel Street

                                                    London   WlF 8NE

Date and place of incorporation:                    06/06/1921 - England & Wales
Secretary:                                          Michael Ball
Directors                                           Michael Ball
                                                    Christopher Brace
                                                    John Ausura
                                                    David A Werner

VAT Number:                                         5970 52219
Tax District and Reference Number:                  571 73430 10006
Accounting Reference Date:                          30 June
Auditors:                                           Deloitte & Touche
Solicitors:                                         Linklaters & Alliance
Authorised Share Capital:                          (pound)2,500,000 divided into
                                                    50,000,000 Ordinary Shares
                                                    of 5p each

Issued and fully paid-up Share Capital:             25,124,059 Ordinary Shares
                                                    of 5p each



<PAGE>




                                   Filofax Ltd

Registered Number:                                  01891062
Registered Office:                                  c/o Filofax Group Ltd

                                                    Waverley House

                                                    7-12 Noel Street

                                                    London, Wl F 8NE

Date and place of incorporation:                    01/03/1985 - England & Wales

Directors:                                          Michael Ball, Christopher
                                                    Brace

Secretary:                                          Michael Ball

VAT Number:                                         59705 2219

Tax District and Reference Number:                  571 83430 04779

Accounting Reference Date:                          30 June

Auditors:                                           Deloitte & Touche

Solicitors:                                         Linklaters & Alliance

Authorised Share Capital:                          (pound)l00,000 divided into
                                                   100,000 Ordinary Shares
                                                   of(pound)l each

Issued and fully paid-up Share Capital:            100 Ordinary Shares of(pound)
                                                   l each



Shareholders                                       No. of Shares

Filofax Group Ltd                                  100





<PAGE>




                            Drakes Office Systems Ltd

Registered Number:                                  01239536

Registered Office:                                  c/o Filofax Group Ltd

                                                    Waverley House

                                                    7-12 Noel Street

                                                    London, WlF 8NE

Date and place of incorporation:                    06/01/1976 - England & Wales

Directors:                                          Michael Ball,
                                                    Christopher Brace

Secretary:                                          Michael Ball

VAT Number:                                         597052219

Tax District and Reference Number:                  571 82720 19475

Accounting Reference Date:                          30 June

Auditors:                                           Deloitte & Touche

Solicitors:                                         Linklaters & Alliance

Authorised Share Capital:                           (pound)50,000 divided into
                                                     50,000 Ordinary Shares of
                                                    (pound)1 each

Issued and fully paid-up Share                      1,000 Ordinary Shares of
Capital:                                            (pound)1 each


Shareholders                                         No. of Shares

Filofax Group Ltd                                    1,000





<PAGE>




                               Filofax France Ltd

Registered Number:                                    2741286
Registered Office:                                    c/o Filofax Group Ltd

                                                      Waverley House

                                                      7-12 Noel Street

                                                      London, Wl F 8NE

Date and place of incorporation:                      14/08/1992 - England &
                                                       Wales

Directors:                                            Michael Ball and
                                                      Christopher Brace

Secretary:                                            Michael Ball

VAT Number:                                           Not registered

Tax District and Reference Number:                    571 83430 04975

Accounting Reference Date:                            30 June

Auditors:                                             Deloitte & Touche

Solicitors:                                           Linklaters & Alliance

Authorised Share Capital:                             (pound)20 divided into 400
                                                      Ordinary Shares of 5p each

Issued and fully paid-up Share Capital:                100 Ordinary Shares of
                                                      5p each



Shareholders                                           No. of Shares

Filofax Ltd                                            100





<PAGE>




                                  Drakeplan Ltd

Registered Number:                                      3226778

Registered Office:                                      c/o Filofax Group Ltd

                                                        Waverley House

                                                        7-12 Noel Street

                                                        London, Wl F 8NE

Date and place of incorporation:                        18/07/1996 - England &
                                                        Wales

Directors:                                              Michael Ball and
                                                        Christopher Brace

Secretary:                                              Michael Ball

VAT Number:                                             Not registered

Tax District and Reference Number:                      571 25612 16347

Accounting Reference Date:                              30 June

Auditors:                                               Deloitte & Touche

Solicitors:                                             Linklaters & Alliance

Authorised Share Capital:                               (pound)1,000 divided
                                                         into 1,000 Ordinary
                                                        Shares of (pound)1 each

Issued and fully paid-up Share Capital:                 2 Ordinary Shares of
                                                       (pound)2 each



Shareholders                                            No. of Shares

Filofax Limited                                         2





<PAGE>




                           Filofax Pension Trustee Ltd

Registered Number:                                     3751485

Registered Office:                                    c/o Filofax Group Ltd

                                                      Waverley House

                                                      7-12 Noel Street

                                                      London, WlF 8NE

Date and place of incorporation:                      13/04/1999 - England and
                                                        Wales

Directors:                                            Michael Ball and
                                                       Christopher Brace

Secretary:                                            Michael Ball

VAT Number:                                           Not registered

Tax District and Reference Number:                    571 1137 02827

Accounting Reference Date:                            30 June

Auditors:                                             Deloitte & Touche

Solicitors:                                           Linklaters & Alliance

Authorised Share Capital:                             (pound)1 divided into 1
                                                      Ordinary Shares of 1 each

Issued and fully paid-up Share                        1 Ordinary Shares of
                                                      Capital:(pound)l each



Shareholders                                          No. of Shares

Filofax Limited                                       1





<PAGE>




                                 Baybond Limited

Registered Number:                                   2364396

Registered Office:                                   Filofax Group Ltd

                                                     Waverley House

                                                     7/12 Noel Street

                                                     London WlF 8NE

Date and place of incorporation:                     22/03/1989

Directors:                                           Michael Ball and
                                                     Christopher Brace

Secretary:                                           Michael Ball

VAT Number:                                          Not registered

Tax District and Reference Number:                   680 11720 04934

Accounting Reference Date:                           30 June

Auditors:                                            Deloitte & Touche

Solicitors:                                          Linklaters & Alliance

Authorised Share Capital:                            (pound)10,000 divided into
                                                     10,000 Ordinary Shares of
                                                     (pound)l each

Issued and fully paid-up Share Capital:              (pound)100 Ordinary Shares
                                                     of(pound)l each



Shareholders                                          No. of Shares

Topps of England Ltd                                  100



                            NOTE: NON-TRADING COMPANY


<PAGE>




                                  Elijo Limited

Registered Number:                                    2690189

Registered Office:                                    c/o Filofax Group Ltd

                                                      Waverley House

                                                      7/12 Noel Street

                                                     London WlF 8NE

Date and place of incorporation:                     24/02/1992 - England and
                                                     Wales

Directors:                                           Michael Ball and
                                                      Christopher Brace

Secretary:                                           Michael Ball

VAT Number:                                          Not registered

Tax District and Reference Number:                   27080 11577

Accounting Reference Date:                           30 June

Auditors:                                            Deloitte & Touche

Solicitors:

Authorised Share Capital:                           (pound)1,286,650 divided
                                                    into 12,866,500 Ordinary
                                                    Shares of 10p each

Issued and fully paid-up Share Capital:             12,745,000 Ordinary Shares
                                                    of 10p each




Shareholders                                        No. of Shares

Filofax Group Limited                               12,744,999

Filofax Group Limited and Robin Field               1



                            NOTE: NON-TRADING COMPANY


<PAGE>




                             Elijo (London) Limited

                               (formerly known as

                                               Henry Ling and Son (London) Ltd)



Registered Number:                            502562

Registered Office:                           c/o Filofax Group Ltd

                                             Waverley House

                                             7/12 Noel Street

                                             London WlF 8NE

Date and place of incorporation:            20.12.1951 - England and Wales

Directors:                                  Michael Ball and Christopher Brace

Secretary:                                  Michael Ball

VAT Number:                                 Not registered

Tax District and Reference Number:          571 37080 12315

Accounting Reference Date:                  30 June

Auditors:                                   Deloitte & Touche

Solicitors:                                 Linklaters & Alliance

Authorised Share Capital:                   (pound)6,000 divided into 6,000
                                            Ordinary Shares of (pound)1 each

Issued and fully paid-up Share Capital:     6,000 Ordinary Shares of(pound)1
                                            each




Shareholders                                No. of Shares

Elijo Ltd                                   6,000





<PAGE>




                            Lefax Publishing Limited

Registered Number:                          2268439

Registered Office:                          c/o Filofax Group Ltd

                                            Waverley House

                                            7/12 Noel Street

                                            London Wl F 8NE

Date and place of incorporation:            16/06/1988 - England and Wales

Directors:                                  Michael Ball and Christopher Brace

Secretary:                                  Michael Ball

VAT Number:                                 Not registered

Tax District and Reference Number:          23470 22402

Accounting Reference Date:                  30 June

Auditors:                                   Deloitte & Touche

Solicitors:                                 Linklaters & Alliance

Authorised Share Capital:                   (pound)701,947.00  divided  into
                                            701,947  Ordinary  Shares of(pound)1
                                            each

Issued and fully paid-up Share Capital:     701,947 Ordinary Shares of(pound)
                                            1 each





Shareholders                                                  No. of Shares

Filofax Ltd                                                   701,947



                            NOTE: NON-TRADING COMPANY


<PAGE>




                        Yard-O-Led Pencil Company Limited

Registered Number:                                 284373

Registered Office:                                 c/o Filofax Group Ltd

                                                   Waverley House

                                                   7/12 Noel Street London

                                                   Wl F 8NE

Date and place of incorporation:                 3/2/1934 - England & Wales

Directors:                                       Michael Ball, Christopher Brace

                                                 and Timothy Tufnell

Secretary:                                       Michael Ball

VAT Number:                                      59705 2219

Tax District and Reference Number:               23430 14702

Accounting Reference Date:                       30 June

 Auditors:                                       Deloitte & Touche

Solicitors:                                      Linklaters & Alliance

Authorised Share Capital:                        (pound)100 divided into 100
                                                Ordinary Shares of (pound)l each

Issued and fully paid-up Share Capital:         100 Ordinary Shares of(pound)
                                                l each




Shareholders                                                  No. of Shares

Filofax Group Ltd                                             49

Tufnell Investments Ltd                                       51

                                                              100

                            NOTE: NON-TRADING COMPANY

                            Topps of England Limited

Registered Number:                               596813

Registered Office:                               c/o Filofax Group Ltd

                                                 Waverley House

                                                 7/12 Noel Street

                                                 London WlF 8NE

Date and place of incorporation:                 9/l/1958 - England & Wales

Directors:                                       Michael Ball and Christopher
                                                 Brace

Secretary:                                       Michael Ball

VAT Number:                                      680 41720 53430

Accounting Reference Date:                       30 June

Auditors:                                        Deloitte & Touche

Solicitors:                                      Linklaters & Alliance

Authorised Share Capital:                       (pound)500,000  divided into
                                                341,000  Ordinary Shares of
                                                (pound)1 each  and 159,000
                                                Deferred Shares of(pound)1 each

Issued and fully paid-up Share Capital:         91,000  Ordinary  Shares of
                                                (pound)l each and  159,000
                                                Deferred Shares of (pound)1 each

Shareholders                                          No. of Shares

Filofax Group Ltd                                   91,000 Ordinary Shares

[SEARCH STATES THIS AS                             159,000 Deferred Shares
FILOFAX GROUP PLC]                                _____________________
                                                   250,000

                            NOTE: NON-TRADING COMPANY

                              Filofax Hong Kong Ltd

Incorporation Number:                         427034
                                              29th floor Win On Centre

Registered Office:                            11 Connaught Road Central

                                               Hong Kong

Date and place of incorporation:              10/06/1993 - Hong Kong
                                              Daniel K.K. Kwan, Rackson

Principals:                                   Company Limited and
                                              Christopher Brace

Secretary:                                    McCable Secretarial Services
                                              Limited

VAT Number:                                    N/A

Tax District and Reference Number:             N/A

Accounting Reference Date:                     N/A

Auditors:                                      BDO McCabe Lo & Company

Solicitors:                                    N/A

Authorised Share Capital:                      HK$10,000 divided into
                                               10,000 Ordinary Shares of
                                               HK$1.00 each

Issued and fully paid-up Share Capital:        2 Ordinary Shares of HK$1.00 each



Shareholders                                         No. of Shares

Filofax Group Ltd                                       1

Filofax Limited                                         1





<PAGE>




                                    FilofaxAB

Registered Number:                                556471-1199

Registered Office:                                Box 1605, 5-70116, Orebro

Date and place of incorporation:                  29/07/1993 - Sweden

Directors:                                        Bjorn-Ingvar  Olsson,
                                                  Christopher Brace,
                                                  Dennis Rundberg and  Michael
                                                  Ball   (elected,   but  not
                                                  registered  by
                                                  authority). Deputy Director
                                                  - Kenneth Pettersson

Secretary:                                        None
                                                  SE556471119901 (Sweden)
VAT Number:                                       FI10632183 (Finland)
                                                  DK20801832
                                                  556 471-1199 (Sweden)
Tax District and Reference Number:                688,043 (Finland)
                                                  244.914 (Denmark)

Accounting Reference Date:                        30 June

Auditor:                                          BDO Feinstein revision AB -
                                                  Mats Bondeson

Solicitors:                                       Use  different   solicitors
                                                  for  different   issues  when
                                                  necessary.

Authorised Share Capital:                         SEK 100,000 dividend into
                                                  5,000 shares of 20 SEK each

Issued and fully paid-up Share Capital:           5,000 shares of 20 SEK each

Non-distributable Reserves                        SEK 22,450,000 Legal reserve

Shareholders                 Beneficial Owners             No. of Shares

Filofax Group Ltd                                              5,000





<PAGE>






                                   Filofax A/S

Registered Number:                               213.926

Registered Office:                               Baldersbakvej 31, DK-2635 Ishoj

Date and place of incorporation:                 2/6/1993 - Copenhagen

Directors:                                       Bjorn-Ingvar Ollson,
                                                 Christopher Brace and Torben
                                                 Burkal

Secretary:                                       None

VAT Number:                                      17095285

Tax District and Reference Number:               213.926

Accounting Reference Date:                       31 March

Auditors:                                        BDO Binder

Solicitors:                                      Advokatfirmaet Kromann & Munter

Authorised Share Capital:                        500,000 TDKK divided into 5,000
                                                 A Shares of 100 DKK each

Issued and fully paid-up Share Capital:          5,000 A Shares of DKK 100 each



Shareholders                                     No. of Shares

Filofax Ltd                                      5,000



                            NOTE: NON-TRADING COMPANY


<PAGE>




                                  Filofax GmbH

Registered Number:                                HRB53342

Registered Office:                                Am Kronberger Hang

                                                  65824 Schwalbach

                                                  Germany

Date and place of incorporation:                  29/07/1993 - Hamburg

Directors:                                        Volker Jungeblut and
                                                   Christopher Brace

Secretary:                                        o

VAT Number:                                       DE 811 228 190

Tax District and Reference Number:                040 233 35 148

Accounting Reference Date:                        30 June

Auditors:                                         Fritsen Consult

Authorised Share Capital:                         DM400.000

Issued and fully paid-up Share Capital:           DM400.000



Shareholders                                      No. of Shares

Filofax Ltd                                       400,000





<PAGE>






                              Filofax Italia S.rl.

Registered Number:                                   77458/1988
                                                     via del Rondinino 4/B

Registered Office:                                   50132 Firenze (FI)
                                                     Italy

Date and place of incorporation:                     01.12.98 - registered at
                                                     Chamber of Commerce of
                                                     FI no.501208

Directors:                                           Christopher Brace,
                                                     Jerome Canlorbe,
                                                     Michael Ball

Secretary:                                           None

VAT Number:                                          IT 04928560483

Fiscal Code:                                         016069

Accounting Reference Date:                           30 June

Auditors/Solicitors:                                 Dr Canessa, Via Fra
                                                     Domenico, Buonvieini 5
                                                     50132 Firenze

Authorised Share Capital:                            20,000,000 Italian Lire

Issued and fully paid-up Share Capital:              20,000,000 Italian Lire



Shareholders                                         No. of Shares

Filofax Ltd                                          19,999,000

Jerome Canlorbe                                      1,000

                                                     20,000,000


<PAGE>




                               Filofax France Sarl

Registered Number:                                 RCS: Paris B 388 517 195
                                                   89, Rue de Sevres

Registered Office:                                 75006 Paris, France

Date and place of incorporation:                   15/09/1992 - Paris

Gerant:                                            Christopher Brace

Secretary:                                         None

VAT Number:                                        FR 82388517195

Tax District and Reference Number:                 FRP 75802001 3051 7500055

Accounting Reference Date:                         30 June

                                                   Patrick Aumerais

Commissaire aux comptes:                           7, rue Le Goff

                                                   75005 Paris

Authorised Share Capital:                          FRF 50,000  divided  into 500
                                                   Ordinary  Shares of FRF 100
                                                   each

Issued and fully Share paid-up Capital:            500 Ordinary Shares of FRF
                                                   100 each

Loan Capital:                                      None



Shareholders                                        No. of Shares

Filofax France Ltd                                         500





<PAGE>




                      Sturges Bladdon and Middleton Limited

Registered Number:                               752439
                                                 c/o Filofax Group Ltd

Registered Office:                               Waverley House

                                                 7/12 Noel Street

                                                 London W1F 8NE

Date and place of incorporation:                 06/03/1963 - England and Wales

Directors:                                       Michael Ball and
                                                 Christopher Brace

Secretary:                                       Michael Ball

VAT Number:                                      Not registered

Tax District and Reference Number:               23430 12902

Accounting Reference Date:                       30 June

Auditors:                                        Deloitte & Touche

Solicitors:

Authorised Share Capital:                        (pound)100 divided into 100
                                                 Ordinary Shares of(pound)1 each

Issued and fully paid-up Share Capital:          2 Ordinary Shares of(pound)1
                                                 each





Shareholders                                            No. of Shares

Yard-O-Led Pencil Company Ltd                                 2



                            NOTE: NON-TRADING COMPANY


<PAGE>






                           Edward Baker & Son Limited

Registered Number:                           209240

Registered Office:                           4th Floor,  Waverley House,
                                             7-12 Noel Street,  London, W1F
                                             8NE

Date and place of incorporation:             26 October 1925 in England and
                                             Wales

Directors:                                   Michael David Ball and Christopher
                                                 Simon Brace

Secretary:                                   Michael David Ball

Accounting Reference Date:                   30 June

Auditors:                                    None

Solicitors:                                  Linklaters & Alliance
Authorised Share Capital:                    4,2000 5 1/4% Cumulative Preference
                                             Shares of(pound)1 each
                                             2,800 Ordinary Shares of (pound)
                                             1 each

Issued and fully paid-up Share Capital:      4,2000 5 1/4% Cumulative Preference
                                             Shares of(pound)1 each

                                             1,601 Ordinary Shares of (pound)1
                                             each

Shareholders              Beneficial Owners                       No. of Shares

Filofax Group Limited                                               1 Ordinary

Yard-o-led Pencil Co Limited                                     1,600 Ordinary

                                                               4,200 Preference

                              NOTE: DORMANT COMPANY


<PAGE>




                           Tufnell Investments Limited

Registered Number:                           639693
                                             c/o Filofax Group Ltd

Registered Office:                           Waverley House

                                             7/12 Noel Street
                                             London W1F 8NE

Date and place of incorporation:             15/10/1959 - England and Wales

Directors:                                   Michael Ball and Christopher Brace

Secretary:                                   Michael Ball

VAT Number:                                  Not registered

Tax District and Reference Number:           83430 13480

Accounting Reference Date:                   30 June

Auditors:                                    Deloitte & Touche

Solicitors:

Authorised Share Capital:                  (pound)100 dividend into 100 Ordinary
                                           Shares of(pound)1 each

Issued and fully paid-up Share Capital:    100 Ordinary Shares of(pound)1 each





Shareholders                                          No. of Shares

Filofax Group Ltd                                          100



                            NOTE: NON-TRADING COMPANY


<PAGE>




                             Topps Far East Limited

Registered Number:                         487254

Registered Office:                         19th floor Office C United Centre
                                           95 Queensway

                                           Hong Kong

Date and place of incorporation:           02/08/1994 - Hong Kong

Principals:                                Michael  Lionel  Phillips,
                                           David John Edward Brown,
                                           Wing Cheong Bruce Lo,
                                           Lai Kuen Connie Lui, Wai Leung Yip

Secretary:                                 Consolidated  Secretaries  Ltd,
                                           16-18  Kau U  Fong,  M/F,
                                           Central, Hong Kong

VAT Number:

Tax District and Reference Number:

Accounting Reference Date:

Auditors:                                  M B Lee & Co
                                           United Centre

                                           19th floor, Office C
                                           95 Queensway, Hong Kong

Solicitors:

Authorised Share Capital:                  HK$10,000  divided into 10,000
                                           Ordinary Shares of HK$1.00
                                           each

Issued and fully paid-up Share Capital:    10,000 Ordinary Shares of HK$1.00
                                            each





Shareholders                                          No. of Shares

Topps of England Ltd                                      9,999

Incorporated Nominees Ltd                                   1
                                                     -------------
                                                        10,000

                            NOTE: NON-TRADING COMPANY


<PAGE>




                               Topps Hong Kong Ltd

Incorporation Number:                       71150

Registered Office:                          19th floor Office C United Centre
                                            95 Queensway

                                            Hong Kong

Date and place of incorporation:            06/07/1979 - Hong Kong

Principals:                                 Wai Leung Yip,
                                            Michael Lionel Phillips,
                                            David John Brown

Secretary:                                  Consolidated  Secretaries  Ltd,
                                            16-18  Kau U  Fong,  M/F,
                                            Central, Hong Kong

VAT Number:

Tax District and Reference Number:

Accounting Reference Date:

Auditors:                                   M B Lee & Co
                                            United Centre
                                            19th floor, Office C
                                            95 Queensway, Hong Kong

Solicitors:

Authorised Share Capital:                   HK$10,000  divided into 10,000
                                            Ordinary Shares of HK$1.00 each

Issued and fully paid-up Share Capital:     10,000 Ordinary Shares of
                                            HK$1.00 each





Shareholders                                          No. of Shares

Topps of England Ltd                                      9,998

Incorporated Nominees Ltd                                   2
                                                    -------------------
                                                         10,000

                            NOTE: NON-TRADING COMPANY


<PAGE>




                                   Schedule 2

                             Completion Obligations

         1.                         Vendors' Obligations

         1.1......General

         On Completion the Vendors shall,  in accordance  with Clause 4, deliver
or make available to the Purchaser:

                              1.1.1 3  transfers  relating  to the  Shares  duly
                    executed by each of the  Vendors in favour of the  Purchaser
                    or as it may direct;

                              1.1.2 the  written  resignations  of John  Ausura,
                    David  Werner  and  Catherine  Ratcliffe  from  office  as a
                    director or  secretary  from the  Company and Filofax  Group
                    Limited  to  take  effect  on the  date of  Completion  with
                    acknowledgements   signed   by   each  of  them  in  a  form
                    satisfactory  to the Purchaser and executed as a deed to the
                    effect that he or she has no claim against any Group Company
                    or any other member of the Group for  compensation  for loss
                    of office  (whether  contractual,  statutory or  otherwise),
                    unfair  dismissal,  redundancy or otherwise  except only for
                    any accrued remuneration and reimbursable  business expenses
                    incurred down to the date of Completion;

                              1.1.3  certified  copies  of  each  of  the  Third
                    Further  Amending  Agreements  entered into between  Filofax
                    Group Limited and each of Michael Ball and Christopher Brace
                    in relation to their respective  service contracts  together
                    with  certified  copies  of  the  minutes  authorising  such
                    agreements;

                              1.1.4 an officers  certificate  from Filofax Group
                    Limited,  attaching  a schedule of  inter-company  transfers
                    from the Group plus Filofax,  Inc (and its  subsidiaries) to
                    the  Vendors'  Group  for the  period  of 30 days  prior  to
                    Completion, stating that he or she believes such schedule to
                    accurately  reflect  the  inter-company   transfer  position
                    between the Vendors'  Group and the Group plus Filofax,  Inc
                    (and its subsidiaries) for such period;

                              1.1.5  certified  copies  of the  board  (and  any
                    necessary  shareholder)  resolutions  of each of the Vendors
                    approving the terms of this Agreement;

                              1.1.6 (if the  Purchaser so requires)  the written
                    resignations  of the auditors of each Group  Company to take
                    effect as of the date of Completion,  with  acknowledgements
                    signed  by  each  of  them  in a  form  satisfactory  to the
                    Purchaser to the effect that they have no claim  against any
                    Group Company and  containing  the statement  referred to in
                    Section  394 of the  Companies  Act 1985 to the effect  that
                    there are no circumstances  connected with their resignation
                    which they  consider  should be brought to the notice of the
                    members or creditors of any Group Company;

                              1.1.7 (for the  Purchaser  itself and as agent for
                    the Company) the  certificates of  incorporation,  corporate
                    seals (if any),  cheque books,  statutory and other books of
                    each Group Company (duly written up-to-date),  and the share
                    certificates in respect of each of the Subsidiaries that are
                    not charged or pledged pursuant to the Loan Documentation;

                              1.1.8 all the financial and accounts of each Group
                    Company and (for the  Purchaser  itself and as agent for the
                    Company) all title deeds and other documentation relating to
                    the Properties;

                              1.1.9 the latest  available bank statements of all
                    bank accounts of all Group Companies;

                              1.1.10 copies of any third party consents required
                    under the trading contracts of the Company or
                                    its Subsidiaries; and

                              1.1.11  letters of consent signed on behalf of the
                    parties to the Loan  Documentation  releasing  any charge or
                    pledge  over the Shares to  theextent  required  to complete
                    this Agreement.

         and to the  extent  that the  Vendors  are  unable to  deliver  or make
         available the afore mentioned on Completion,  they shall do so within a
         period of two weeks following Completion.

1.2      Board Resolutions of the Group Companies

         On  Completion,   the  Vendors  shall  procure  the  passing  of  Board
Resolutions of each Group Company inter alia:

                              1.2.1 (if so required by the  Purchaser)  revoking
                    all  existing  authorities  to  bankers  in  respect  of the
                    operation  of its bank  accounts  and  giving  authority  in
                    favour of such  persons as the  Purchaser  may  nominate  to
                    operate such accounts;

                              1.2.2  accepting the  resignations  referred to in
                    paragraph  1.1.2 of this Schedule,  appointing  such persons
                    (within  the maximum  number  permitted  by the  Articles of
                    Association)  as the Purchaser may nominate as directors and
                    secretary, and in relation to:

                              (a)   the   Company,    subject   to   Completion,
                    re-registering   as  a  limited  company  and  adopting  new
                    Articles of Association (having procured the necessary
                    shareholder approval); and

                              (b) Filofax Group Limited,  subject to Completion,
                    adopting new Articles of  Association  (having  procured the
                    necessary shareholder approval);

                              1.2.3 in the case of the Company  only,  approving
                    the  registration  of the  share  transfers  referred  to in
                    paragraph 1.1.1 of this Schedule subject only to their being
                    duly stamped; and

                              1.2.4  accepting the  resignations  referred to in
                    paragraph 1.1.6 of this Schedule and appointing  auditors of
                    each Group Company as the Purchaser may direct;

                              and shall  hand to the  Purchaser  duly  certified
                    copies  of  such  Resolutions  and to the  extent  that  the
                    Vendors   are  unable  to  procure   the   passing  of  such
                    Resolutions  on  Completion,   other  than  in  relation  to
                    paragraph  1.1.1,  1.1.2,  1.1.3,  1.1.4,  1.1.5,  1.2.2 and
                    1.2.3,  they  shall  do so  within  a  period  of two  weeks
                    following Completion.

2.       Purchaser's Obligations

         On Completion the Purchaser shall satisfy its obligations  under Clause
         4.3 and deliver copies of the following document, duly signed by all of
         the parties other than Filofax,  Inc and those parties which are within
         the Vendors' Group or the Group:

                              (a) the Debt Affirmation and Release  Agreement to
                    be  entered  into by some or all of the  parties to the Loan
                    Documentation; and

                              (b) the Satisfaction  Agreement to be entered into
                    by some or all of the parties to the Loan Documentation.


<PAGE>




                                   Schedule 3

                                     Part 1

                 Warranties given by the Vendors under Clause 5

1 Authority and Capacity of the Vendor

1.1      Incorporation

         The Vendors and the Group Companies are companies duly incorporated and
         validly existing under their respective laws of incorporation.

1.2      Authority to enter into this Agreement etc.

         The Vendors have the legal right and full power and  authority to enter
         into and perform this Agreement and any other  documents to be executed
         by the Vendors  pursuant to or in connection  with this Agreement which
         when  executed will  constitute  valid and binding  obligations  on the
         Vendors, in accordance with their respective terms.

1.3      No Breach

         The  execution and delivery of, and the  performance  by the Vendors of
         their obligations under, this Agreement will not, so far as the Vendors
         are aware,:

                              1.3.1  result in a breach of any  provision of the
                    memorandum  or  articles  of  association  of the Vendors or
                    Group Company; or

                              1.3.2  result  in a breach  of or give  any  third
                    party a right to  terminate  or  modify,  or  result  in the
                    creation of any Encumbrance under, any agreement, licence or
                    other instrument other than the Loan Documentation or result
                    in a breach of any order,  judgement or decree of any Court,
                    governmental  agency or regulatory  body to which the Vendor
                    or Group  Companies is a party or by which the Vendor or any
                    of its assets or Group
                  Companies is bound.

1.4      The Shares

         The Vendors are entitled to sell and transfer to the Purchaser the full
         legal  and  beneficial  ownership  of the  Shares  on the terms of this
         Agreement  without the consent of any third party.  The Shares comprise
         the whole of the allotted and issued share capital of the Company, have
         been properly and validly allotted and issued and are each fully paid.

1.5      Pre-emption etc.

         No person has the right (whether  exercisable  now or in the future and
         whether  contingent  or  not) to call  for the  allotment,  conversion,
         issue,  sale or  transfer  of any  share or loan  capital  in any Group
         Company  under any  option  or other  agreement  (including  conversion
         rights and rights of pre-emption)  and there are no Encumbrances on the
         shares of any Group Company.

1.6      The Inter-Company Debt

         The Vendors are  entitled to assign and transfer to the  Purchaser  the
         full  legal  and  beneficial  title  to  the  Inter-Company  Debt.  The
         Inter-Company Debt is free of any Encumbrance.

2        Accuracy and Adequacy of Information Disclosed to the Purchaser

         All  information  contained in  Schedules 1 and 5 of this  Agreement is
         when taken as a whole and to the best of the knowledge, information and
         belief of the Vendors true and accurate in all material respects at the
         date hereof.

3        Accounts and Records

         3.1      Accounts

                  To the best of the  knowledge,  information  and belief of the
                  Vendors, the Audited Accounts have been prepared in accordance
                  with the  accounting  policies and  principles set out therein
                  and  properly  present  the net  assets of the Group as at the
                  Balance Sheet Date.

         3.2      Accounting and other Records

                  The  statutory  books and  accounting  records  of each  Group
                  Company  are  to  the  Vendors'   knowledge   up-to-date   and
                  maintained   in   accordance   with   all   applicable   legal
                  requirements  on a proper basis and to the Vendors'  knowledge
                  contain  complete and accurate records of all matters required
                  by law to be dealt with in such books.

         3.3      Changes since the Balance Sheet Date

                  Since the Balance  Sheet Date, so far as the Vendors are aware
and save as expressly provided for in this Agreement:

                              3.3.1 there has been no material adverse change in
                    the financial  position or turnover of the Group as a whole,
                    other than are  resulting  from changes in general  economic
                    conditions or from factors affecting  companies  carrying on
                    similar businesses to a similar extent;

                              3.3.2  the  business  of the  Group as a whole has
                    been  carried  on  in  the  ordinary  course,   without  any
                    interruption  or alteration in its nature,  scope or manner,
                    and so as to maintain the same as a going concern;

                              3.3.3 no dividend or other  distribution  has been
                    declared, made or paid by the Company to its members;

                              3.3.4 no share or loan  capital has been  allotted
                    or issued by a Group Company; and

                              3.3.5 no Group  Company has  redeemed or purchased
                    or agreed to redeem or purchase any of its share capital.
3.4      Taxation

                              3.4.1 Full  provision  or reserve has been made in
                    the Audited  Accounts for all taxation liable to be assessed
                    on each  Group  Company  or for which  each is or may become
                    accountable in respect of:

                              (i)  profits,  gains or income  (as  computed  for
                    taxation purposes) arising or accruing or deemed to arise or
                    accrue on or before the Balance Sheet Date;

                              (ii) any  transactions  effected  or  deemed to be
                    effected on or before the Balance Sheet Date or provided for
                    in the Audited Accounts;

                              (iii)  distributions  made or deemed to be made on
                    or before  the  Balance  Sheet Date or  provided  for in the
                    Audited Accounts.

                              3.4.2  Proper  provision  or reserve for  deferred
                    taxation  in  accordance  with  accounting   principles  and
                    standards  generally  accepted at the date of this Agreement
                    in the United Kingdom has been made in the Audited Accounts.

                              3.4.3 Except as disclosed by the Audited  Accounts
                    and  save in so far as full  provision  is made in them in a
                    deferred  taxation  account  for  taxation in respect of any
                    balancing  charges which would arise or accrue in respect of
                    any such  machinery  and plant on  disposal  thereof  at the
                    value at which the  machinery  and plant is  included in the
                    Audited Accounts, the machinery and plant is not included in
                    the Audited  Accounts at such value that if it were obtained
                    on the  disposal  or deemed  disposal of the  machinery  and
                    plant as a whole a balancing charge would arise or accrue.


<PAGE>



3.5      Debts

         None of the  debts  receivable  or due to any Group  Company  which are
         included in the Audited Accounts or which have subsequently  arisen has
         been  outstanding  for more  than  three  months  from its due date for
         payment  or has been  released  on terms  that the debtor has paid less
         than the full  value of his debt and all such debts  have  realised  or
         will  realise in the normal  course of  collection  their full value as
         included in the Audited  Accounts or in the books of the relevant Group
         Company  after taking into account the  provision  for bad and doubtful
         debts made in the Audited Accounts.  For the avoidance of doubt, a debt
         shall not be regarded as realising its full value to the extent that it
         is paid, received or otherwise recovered in circumstances in which such
         payment,  receipt or recovery is or may be void,  voidable or otherwise
         liable to be reclaimed or set aside.

3.6      Borrowings

                              3.6.1 The amounts  borrowed by each Group  Company
                    do not exceed any limitation on its borrowings  contained in
                    its  Articles  of  Association   (or  other   constitutional
                    documents)  or in any  debenture  or other deed or  document
                    binding upon it.

                              3.6.2 No Group  Company has  outstanding  any loan
                    capital,  nor has it factored any of its debts,  nor engaged
                    in any financing of a type which would not be required to be
                    shown or reflected  in the Audited  Accounts or borrowed any
                    money which it has not repaid, save for borrowings disclosed
                    in the Data Room.

4        Legal Matters

4.1      Compliance with Laws

         To the best of the  knowledge,  information  and belief of the Vendors,
         each of the Group  Companies  has  carried  on and is  carrying  on its
         business and  operations  in all  material  respects so that there have
         been no breaches of applicable  laws,  regulations and bye-laws in each
         country  in which it is  carried on and there have not been and are not
         any breaches by any Group Company of its  constitutional  documents and
         there has not been any, and there is no,  investigation  or enquiry by,
         or order,  decree,  decision  or  judgement  of, any  court,  tribunal,
         arbitrator,  governmental  agency or  regulatory  body  outstanding  or
         anticipated  against any Group  Company or any person for whose acts or
         defaults  it may be  vicariously  liable  which  has had or may  have a
         material  adverse effect upon its assets or business,  nor is there any
         notice or other  communication  (official or otherwise) from any court,
         tribunal,  arbitrator,  governmental  agency  or  regulatory  body with
         respect to an alleged actual or potential  violation  and/or failure to
         comply  with  any  such   applicable   law,   regulation,   bye-law  or
         constitutional  document,  or  requiring  it to take or omit any action
         which has had or may have a material  adverse effect upon its assets or
         business.

4.2      Licences and Consents

         To the best of the  knowledge,  information  and belief of the Vendors,
         all   licences,    consents,    authorisations,    orders,    warrants,
         confirmations,  permissions,  certificates,  approvals and  authorities
         ("Licences")  necessary  or  desirable  for  the  carrying  on  of  the
         businesses and operations of each of the Group Companies as now carried
         on, have been obtained,  are in full force and effect and have been and
         are being complied with. To the best of the knowledge,  information and
         belief of the Vendors, there is no investigation, enquiry or proceeding
         outstanding or anticipated which is likely to result in the suspension,
         cancellation,  modification or revocation of any of such Licences. None
         of such  Licences  has been  breached  or is  likely  to be  suspended,
         cancelled,  refused,  modified  or revoked  (whether as a result of the
         entry into or completion of this Agreement or otherwise).

4.3      Litigation

                              4.3.1 Since the Balance  Sheet Date,  no claim for
                    damages  or  otherwise  has  been  made  against  any  Group
                    Company.

                              4.3.2 No Group  Company  (or any  person for whose
                    acts or defaults a Group Company may be vicariously  liable)
                    is involved whether as plaintiff or defendant or other party
                    in any claim, legal action,  proceeding,  suit,  litigation,
                    prosecution,  investigation,  enquiry or arbitration  (other
                    than as plaintiff in the  collection of debts arising in the
                    ordinary  course of its business)  and no such claim,  legal
                    action,   proceeding,    suit,   litigation,    prosecution,
                    investigation, enquiry or arbitration of material importance
                    is pending or threatened by or against any Group Company (or
                    any person for whose acts or defaults a Group Company may be
                    vicariously liable).

                              4.3.3  There are no  investigations,  disciplinary
                    proceedings  or other  circumstances  known  to the  Vendors
                    likely  to  lead  to  any  such   claim  or  legal   action,
                    proceeding,  suit, litigation,  prosecution,  investigation,
                    enquiry or arbitration.

4.4      Insolvency etc.

                              4.4.1 No order has been made,  petition presented,
                    resolution passed or meeting convened for the winding up (or
                    other  process  whereby the business is  terminated  and the
                    assets of the company concerned are distributed  amongst the
                    creditors and/or  shareholders or other  contributories)  of
                    any Group  Company  and  there  are no cases or  proceedings
                    under any applicable insolvency,  reorganisation, or similar
                    laws in any jurisdiction concerning any Group Company and no
                    events have occurred which,  under  applicable  laws,  would
                    justify any such cases or proceedings.

                              4.4.2  No  petition  has been  presented  or other
                    proceedings have been commenced for an administration  order
                    to be made (or any  other  order to be made by which  during
                    the period it is in force, the affairs,  business and assets
                    of the company  concerned are managed by a person  appointed
                    for the purpose by a court,  governmental  agency or similar
                    body) in  relation  to any Group  Company,  nor has any such
                    order been made.

                              4.4.3 No  receiver  (including  an  administrative
                    receiver), liquidator, trustee, administrator,  custodian or
                    similar  official has been appointed in any  jurisdiction in
                    respect of the whole or any part of the  business  or assets
                    of any Group  Company and no step has been taken for or with
                    a view to the appointment of such a person.

5.       Trading and Contractual Arrangements

5.1      Effect of Sale of the Shares

         To the best of the  knowledge,  information  and belief of the  Vendors
         neither  entering  into,  nor  compliance  with, nor completion of this
         Agreement  will,  or is likely to, cause any Group  Company to lose the
         benefit of any right or privilege it presently enjoys or any person who
         normally does business with or gives credit to any Group Company not to
         continue to do so on the same basis,  or any officer or senior employee
         of any Group  Company to leave his  employment,  and to the best of the
         knowledge, information and belief of the Vendors the attitude or action
         of customers, suppliers, employees and other persons with regard to any
         Group Company will not be prejudicially affected thereby.

5.2      Contracts

                              5.2.1 No Group  Company is, or has been,  party to
                    any contract, commitment or arrangement which:

                              (i) is outside the ordinary course of business;

                              (ii) is not wholly on an arm's length basis; or

                              (iii) is of a long-term  nature (that is, unlikely
                    to have been fully  performed in  accordance  with its terms
                    more than six months  after the date it was entered  into or
                    undertaken or incapable of termination by the Vendors on six
                    months' notice or less).

5.3      Compliance with Agreements

         All the contracts and all leases, tenancies,  licences, concessions and
         agreements of whatsoever  nature to which any of the Group Companies is
         a party are valid,  binding and  enforceable  obligations of such Group
         Companies and the terms thereof have been complied with by the relevant
         Group Company and to the best of the knowledge,  information and belief
         of the  Vendors by all the other  parties  thereto and there are to the
         best of the knowledge, information and belief of the Vendors no grounds
         for  rescission,  avoidance or  repudiation  of any of the contracts or
         such leases,  tenancies,  licences,  concessions  or agreements  and no
         notice of termination or of intention to terminate has been received in
         respect of any thereof.

5.4      Anti-Trust

         No Group Company is a party to any agreement,  arrangement or concerted
         practice  or is  carrying  on any  practice  which  in whole or in part
         contravenes or is invalidated by any antitrust,  fair trading, consumer
         protection or similar  legislation in any jurisdiction  where the Group
         Company  has assets or carries on  business  or in respect of which any
         filing,  registration  or  notification  is  required  or is  advisable
         pursuant to such legislation  (whether or not the same has in fact been
         made).

5.5      Guarantees etc.

         Save as disclosed in the Audited Accounts, there is not outstanding any
         guarantee,  indemnity,  surety ship or comfort  (whether or not legally
         binding) given by or for the benefit of any Group Company.

6        Employees etc.

6.1      Employees and Terms of Employment

                              6.1.1  There  is  not  in  existence  any  written
                    contract of employment  with any director or employee of any
                    Group Company, nor any consultancy agreements with any Group
                    Company,  which cannot be terminated by 12 months' notice or
                    less  without  giving  rise  to any  claim  for  damages  or
                    compensation  (other than a statutory  redundancy payment or
                    statutory compensation for unfair dismissal).

                              6.1.2   Other   than  in   relation   to   Messrs.
                    Christopher  Brace and Michael  Ball,  there are no terms of
                    employment for employees at any Group Company or consultancy
                    agreements  with any Group  Company or terms of  appointment
                    for  directors  of any Group  Company  which  provide that a
                    change in control of any Group  Company  (however  change in
                    control  may be  defined  in the said  document,  if at all)
                    shall entitle the said  employee,  consultant or director to
                    treat the change in control as  amounting to a breach of the
                    contract  or  entitling   him  to  any  payment  or  benefit
                    whatsoever or entitling him to treat himself as redundant or
                    dismissed or released from any obligation.

6.2      Trade Disputes

         No Group Company is involved in, and there are no circumstances  likely
         to give rise to, any  industrial  or trade  dispute  or any  dispute or
         negotiation  regarding  a claim of material  importance  with any trade
         unions, works council,  staff association or other similar Organisation
         or other body representing any of the employees.

7        Taxation Matters

         References to any Taxation or other appropriate  fiscal authority shall
         include any local,  municipal,  governmental,  state,  federal or other
         body or authority  wherever in the world (and shall,  for the avoidance
         of doubt,  but without  prejudice to the  generality of the  foregoing,
         include references to customs and/or excise authorities).

7.1      Returns, Information and Clearances

                              7.1.1 All registrations, returns, computations and
                    notices  which are or have been required to be made or given
                    by each Group Company for any Taxation purpose in respect of
                    the Group's  business (i) have been made or given within the
                    requisite  periods and on a proper basis and are  up-to-date
                    and  correct  and (ii)  none of them is, or is likely to be,
                    the subject of any dispute with any Taxation authority.

                              7.1.2  Each  Group  Company  is in  possession  of
                    sufficient  information  or has  reasonable  access  to such
                    information  to  enable  it  to  compute  its  liability  to
                    Taxation  in  so  far  as  it  depends  on  any  Transaction
                    occurring on or before Completion.

7.2      Taxation Claims, Liabilities and Reliefs

                              7.2.1 There are set out in the Data Room,  details
                    of any Taxation that may be outstanding in respect of any of
                    the Group Companies.

                              7.2.2 There are set out in the Data Room,  details
                    of all matters relating to Taxation in respect of which each
                    Group  Company  (either  alone or  jointly  with  any  other
                    person)  has, or at  Completion  in relation to the relevant
                    Group Company will have, an outstanding entitlement:

                              (i) to make any claim  including  a  supplementary
                    claim for relief from Taxation under any statutory provision
                    relating to Taxation;

                              (ii) to make any  election for one type of relief,
                    or one basis,  system or method of  Taxation,  as opposed to
                    another;

                              (iii)  to make any  appeal  (including  a  further
                    appeal) or objection against an assessment to Taxation;

                              (iv) to make any application for the  postponement
                    of, or payment by installments of, Taxation; or

                              (v) to disclaim any allowance or relief;

                           such details being sufficient to enable the Purchaser
                           to procure  that any time  limit to such  entitlement
                           expiring  within  six  months  after   Completion  in
                           relation to the relevant Group Company can be met.

                              7.2.3  No  relief  (whether  by way of  deduction,
                    reduction,  set-off,  exemption,   repayment,  allowance  or
                    otherwise)  from,  against or in respect of any Taxation has
                    been claimed  and/or given to any Group  Company which could
                    or might be effectively withdrawn,  postponed, restricted or
                    otherwise  lost as a result of any act,  omission,  event or
                    circumstance  arising or  occurring  at or at any time after
                    Completion in relation to the relevant Group Company.

7.3.Trading Company Status

Each Group Company at the date of this Agreement  carries on a business activity
which is a trade for the purposes of Taxation and has not ceased and will not as
a  result  of  any  contract,  agreement  or  arrangement  entered  into  before
Completion in relation to the relevant Group
Company cease to carry on such activity.

7.4      Company Residence

         There are set out in Schedule 1 full  particulars  of the residence for
Taxation purposes of each Group Company.

7.5      Acquisitions from Members of the same Group

         The entry into or completion of this  Agreement  will not result in any
         profit or gain being deemed to accrue to any Group Company for Taxation
         purposes.

7.6      Base Values and Costs of Acquisition



                              7.6.1 If each of the assets  (other  than  trading
                    stock)  of  each  Group   Company  was  disposed  of  for  a
                    consideration  equal to the book  value of that asset in, or
                    adopted  for  the  purpose  of,  the  Audited  Accounts,  no
                    Taxation  liability  not fully  provided  for in the Audited
                    Accounts  would arise;  and, for the purpose of  determining
                    such  Taxation  liability,  there shall be  disregarded  any
                    Taxation Benefit available to the Group Company concerned.

                              7.6.2 No Group Company has since the Balance Sheet
                    Date  acquired  any asset  (other than  trading  stock) from
                    another Group Company.

7.7      Deductions from Payments

         Each Group Company has complied with all statutory  provisions relating
         to Taxation  which  require the  deduction of Taxation from any payment
         made by it, and has  properly  accounted  for any such  Taxation  which
         ought to have been accounted for.

7.8      Depreciatory Transactions

         No  asset  owned  by  any  Group  Company  has at any  time  since  its
         acquisition  by that or any other Group  Company  been  subjected  to a
         reduction in value such that any allowable loss arising on its disposal
         is likely to be reduced or eliminated or any chargeable gain arising on
         its disposal is likely to be increased.

7.9      Tax Equalisation Payments

                              7.9.1 No Group Company is liable to make a payment
                    for the  utilisation,  surrender  or other  transfer  of any
                    Taxation  Benefit,  nor is any such payment  received by any
                    Group Company liable to be refunded; and

                              7.9.2 No Group Company is under any  obligation to
                    surrender or otherwise transfer any Taxation Benefit.

7.10     VAT/Sales Tax

         All proper records have been kept and all proper returns have been made
         as required by laws for the  purpose of VAT or other  applicable  sales
         taxes in  connection  with the  Group's  business  up to and  including
         today's date.

7.11     Disputes

         The Vendors are not  involved in any dispute with any Taxation or other
         appropriate fiscal authority concerning any matter likely to affect the
         Shares in any way.

8        Assets (other than the Properties and Intellectual Property)

8.1      Ownership of the Group Companies

         The  Company,   and/or  (where  specified)  a  Group  Company,  is  the
         beneficial   owner  of  all  the  issued  or  allotted  shares  of  the
         Subsidiaries  listed in Schedule 1 free from all  Encumbrances  and all
         such shares are fully paid or credited as fully paid.

8.2      Subsidiaries, Associates and Branches No Group Company:

         No Group Company:

                              8.2.1 is the holder or beneficial owner of, or has
                    agreed to  acquire,  any share or loan  capital of any other
                    company  (whether  incorporated  in the  United  Kingdom  or
                    elsewhere)  other than the  Subsidiaries set out in Schedule
                    1;

                              8.2.2 has any branch,  division,  establishment or
                    operations   outside  the   jurisdiction   in  which  it  is
                    incorporated (other than to the extent disclosed in the Data
                    Room in relation to Denmark & Sweden); or
                              8.2.3  has or has had any  associate  (that  is to
                    say,  an entity  which  falls to be  treated as such for the
                    purposes of FRS 9).

8.3      Title to Assets

         All assets (other than the  Properties  and  Intellectual  Property) of
         each Group Company, including all debts due to each Group Company which
         are included in the Audited  Accounts or at the Balance Sheet Date used
         or held for the  purposes of its  business,  were at the Balance  Sheet
         Date the  absolute  property of such Group  Company and (save for those
         subsequently disposed of or realised in the ordinary course of trading)
         all such assets and all assets and debts which have  subsequently  been
         acquired or arisen are the absolute  property of such Group Company and
         none is the subject of any  assignment or Encumbrance  (excepting  only
         liens  arising by operation of law in the normal  course of trading) or
         the subject of any factoring  arrangement,  hire purchase,  conditional
         sale or credit sale agreement  excepting any retention of title clauses
         in contracts.

9        Intellectual Property

9.1      Ownership

                              9.1.1  To the best of the  knowledge,  information
                    and belief of the Vendors, all material rights and interests
                    held by the Group  (whether as owner  license or  otherwise)
                    inIntellectual  Property (whether registered or not) and all
                    pending applications  therefore are (or where appropriate in
                    the case of pending applications, will upon registration be)
                    legally owned by, licensed to or used under the authority of
                    the owner by the Group.

                              9.1.2  To the best of the  knowledge,  information
                    and belief of the Vendor,  all rights and interests  held by
                    the  Group  (whether  as  owner  license  or  otherwise)  in
                    Intellectual  Property  which is owned by the Group (whether
                    registered  or not) and all pending  applications  therefore
                    are  (or   where   appropriate   in  the  case  of   pending
                    applications, will upon registration be):

                              (i) not being  infringed or attacked or opposed by
                    any person;

                              (ii) not licensed to a third party; and

                              (iii) in force,

                  and no claims have been made and no applications  are pending,
                  which if pursued or granted might be material to the truth and
                  accuracy of any of the above.

10                Leasehold Property

10.1     The  Properties  comprise  all of the premises and land owned,
         occupied or otherwise  used in connection  with the businesses
         of the Group Companies or in which the Group Companies have an
         interest.

10.2     No Group Company has any continuing liability in respect of any
         leasehold property other than the Properties.

                                     Part 2

                Warranties given by the Purchaser under Clause 5

Authority and Capacity of the Purchaser

1.1      Incorporation

         The Purchaser is a company duly incorporated and validly existing under
the laws of England and Wales.

1.2      Authority to enter into this Agreement

         The Purchaser has the legal right and full power and authority to enter
         into and perform this Agreement and any other  documents to be executed
         by the Vendors  pursuant to or in connection  with this Agreement which
         when  executed will  constitute  valid and binding  obligations  on the
         Vendors, in accordance with their respective terms.

1.3      No Breach

         The execution and delivery of, and the  performance by the Purchaser of
         its  obligations  under this Agreement will not so far as the Purchaser
         is aware:

                              1.3.1  result in a breach of any  provision of the
                    memorandum or articles of association of the Purchaser; or

                              1.3.2 result in breach of any  agreement,  licence
                    or other  instrument,  order,  judgement  or  decree  of any
                    Court,  governmental  agency or regulatory body to which the
                    Purchaser is a partly or by which the Purchaser is bound.

1.4      Corporate action

         All  corporate  action  required by the  Purchaser  validly and duly to
         authorise the execution and delivery of, and to exercise its rights and
         perform its  obligations  under,  this Agreement or any other agreement
         entered into pursuant to this Agreement has been duly taken.


<PAGE>





                                   Schedule 4

                     Limitation of Liability under Clause 5

1       Limitation of Liability

         Notwithstanding  the  provisions of Clause 5.1.1 and with the exception
         of any claim under paragraph 1 of Schedule 3, Part 1, the Vendors shall
         not be liable under the Warranties :

1.1      Time Limits

         in respect  of any claim  unless  notice of such  claim is setting  out
         details  of the  specific  matter in respect of which the claim is made
         including  an  estimate of the amount of such  claim,  if  practicable,
         within 18 months  following  Completion and any such claim shall (if it
         has not been previously  satisfied,  settled or withdrawn) be deemed to
         be withdrawn  six months  after the  relevant  time limit set out above
         unless legal  proceedings in respect of it have been commenced by being
         both issued and served and are being pursued with reasonable diligence;

1.2      Minimum Claims

         in respect of any claim  arising  from any single  circumstance  if the
         amount of the claim does not exceed 0.1 per cent. of the  Consideration
         (save that claims  relating to a series of connected  matters  shall be
         aggregated  for this purpose) but the Vendors shall not be liable for a
         claim in excess of that  amount  unless  the  liability  determined  in
         respect of any such claim (excluding interest, costs and expenses) also
         exceeds that amount;

1.3      Aggregate Minimum Claims

         in respect of any claim unless the  aggregate  amount of all claims for
         which the  Vendors  would  otherwise  be liable  under  this  Agreement
         exceeds 1 per  cent.  of the  Consideration  but the  liability  of the
         Vendors shall be limited to the amount of the excess there over;

1.4      Maximum Claims

         in respect of any claim to the extent  that the  aggregate  amount of
         the  liability  of the Vendors for all claims made under this Agreement
         would exceed 50 per cent. of the Consideration;

1.5      Contingent Liabilities

         in respect of any liability  which is contingent  only unless and until
         such contingent  liability  becomes an actual  liability and is due and
         payable;

1.6      Provisions in the Accounts

         in respect of any claim if and to the extent that:

                              1.6.1 proper  provision or reserve is made for the
                    matter giving rise to the claim in the Audited Accounts (and
                    not subsequently released); or

                              1.6.2 any sum is  received  by any  Group  Company
                    which has previously  been written off as  irrecoverable  in
                    the accounts of the Group Company;

1.7      Voluntary Acts, etc.

         in  respect  of any  matter,  act,  omission  or  circumstance  (or any
         combination  thereof),  to the  extent  that  the same  would  not have
         occurred but for:

                              1.7.1  Voluntary Acts of Purchaser:  any voluntary
                    act of the Purchaser or any member of the Purchaser's  Group
                    or  any  of  the  Group   Companies,   or  their  respective
                    directors, employees or agents or successors in title, after
                    Completion;

                              1.7.2 Changes in  Legislation:  the passing of, or
                    any change in,  after the date of this  Agreement,  any law,
                    rule,   regulation   or   administrative   practice  of  any
                    government,  governmental  department,  agency or regulatory
                    body including  (without  prejudice to the generality of the
                    foregoing)  any  increase  in the rates of  taxation  or any
                    imposition  of  taxation  or any  withdrawal  of relief from
                    taxation not actually  (or  prospectively)  in effect at the
                    date of this Agreement;

                              1.7.3   Accounting  and  taxation   Changes:   any
                    voluntary change in accounting or taxation policy,  bases or
                    practice  of the  Purchaser  or any of the  Group  Companies
                    introduced or having effect after Completion (and other than
                    changes  to  comply  with UK GAAP,  FRS's or to  remedy  any
                    previous errors);

1.8      Insurance

         in respect of any claim to the extent that any Losses arising from such
         claim are (after taking  account of taxation on the insurance  proceeds
         but  giving  credit in  calculating  such  taxation  for any tax relief
         available  in  respect of Losses)  actually  covered  under a policy of
         insurance or would have been if a claim had been  submitted  under such
         policy;

1.9      Net Benefit

         in respect of any claim for any Losses suffered by the Purchaser or any
         of the Group Companies to the extent of any corresponding savings by or
         net benefit to the  Purchaser  or any other  member of the  Purchaser's
         Group or any other Group Company arising directly therefrom;

1.10     Purchaser's Knowledge

         in respect of any claim to the extent that the relevant facts,  matters
         or circumstances,  giving rise to the claim were known by the Purchaser
         or by any of its  directors  or legal,  financial  or banking  advisers
         prior to the execution of this Agreement.  The Purchaser represents and
         warrants to the Vendors  that none of such persons is aware of any such
         facts,  matters or  circumstances  which are not  disclosed in the Data
         Room and the Purchaser will  represent and warrant at Completion  that,
         save as disclosed in writing prior to Completion,  none of such persons
         is at  Completion  aware of any event  arising or  occurring  after the
         signing  of this  Agreement  which  results or may result in any of the
         Warranties  being  untrue,  misleading  or  incorrect  in any  material
         respect at Completion.

1.11     Vendors' Knowledge

         In respect of any warranty  determined by reference to the  "knowledge,
         information  and  belief  of  the  Vendors",  the  relevant  knowledge,
         information  and belief  shall be that of the board of directors of the
         Vendors only, having made reasonable enquiries of Christopher Brace and
         Michael  Ball.  The  Vendors  confirm  that they have no claim  against
         either  Christopher  Brace or Michael Ball or any Group Company for any
         information  supplied to it and should such a claim arise,  the Vendors
         hereby  waive any right to make any  claim  (other  than in the case of
         fraud).

2        Mitigation of Loss

         The Purchaser shall procure that all reasonable steps are taken and all
         reasonable assistance is given to avoid or mitigate any Losses which in
         the absence of mitigation  might give rise to a liability in respect of
         any claim under this Agreement.

3        Conduct of Claims

3.1      Notification

         If the Purchaser or any Group Company  becomes aware of any matter that
         may give rise to a claim  against  the  Vendors  under  this  Agreement
         notice of that fact shall be given as soon as possible to the Vendors.

3.2      Investigation by the Vendors

         Without  prejudice  to the  validity  of the claim or alleged  claim in
         question,  the  Purchaser  shall  allow,  and  shall  procure  that the
         relevant Group  Companies  allow,  the Vendors and its  accountants and
         professional advisers to investigate the matter or circumstance alleged
         to give rise to such claim and whether and to what extent any amount is
         payable in respect of such  claim and for such  purpose  the  Purchaser
         shall give, and shall procure that the relevant Group  Companies  give,
         subject to their being paid all reasonable costs and expenses, all such
         information and assistance, including access to premises and personnel,
         and the right to examine and copy or photograph  any assets,  accounts,
         documents  and  records,   as  the  Vendors  or  its   accountants   or
         professional advisers may reasonably request. The Vendors agree to keep
         all such information confidential and only to use it for the purpose of
         the claim in question.

3.3      Third party claim/liability

         If the claim in question is a result of or in  connection  with a claim
         by or liability to a third party (other the Inland  Revenue or overseas
         equivalent  whereupon  the  Vendors  shall  have  the  right to be kept
         informed  of the  progress  of the  matter  by the  Purchaser  and  the
         Purchaser  shall  have  regard  to  the  reasonable  directions  of the
         Vendors) then:

                              3.3.1 no admission  of liability  shall be made by
                    or on behalf of the Purchaser or any Group Company;

                              3.3.2  the  Vendors  shall,  subject  to it  first
                    having   indemnified   and  secured  the  Purchaser  to  the
                    Purchaser's reasonable satisfaction,  be entitled at its own
                    expense in its  absolute  discretion  to take such action as
                    its shall deem necessary to avoid,  dispute,  deny,  defend,
                    resist,   appeal,   compromise  or  contest  such  claim  or
                    liability    (including,    without    limitation,    making
                    counterclaims  or other claims against third parties) in the
                    name of and on behalf of the  Purchaser or the Group Company
                    concerned  and (subject to as aforesaid) to have the conduct
                    of any related proceedings, negotiations or appeals; and/or

                              3.3.3 the Purchaser will give and procure that the
                    relevant  Group Company  gives,  subject to their being paid
                    all reasonable  costs and expenses,  including  professional
                    costs  of   monitoring   and   reporting   on  the  Vendors'
                    obligations, all such information and assistance,  including
                    access to premises and  personnel,  and the right to examine
                    and copy or photograph any assets,  accounts,  documents and
                    records,  for the purpose of avoiding,  disputing,  denying,
                    defending, resisting, appealing,  compromising or contesting
                    any  such  claim  or   liability   as  the  Vendors  or  its
                    professional  advisers reasonably request. The Vendors agree
                    to  keep  and  procure  that  its  advisers  keep  all  such
                    information  confidential and only to use it for the purpose
                    of the Claim in question.

4        Prior Receipt

         If,  before the Vendors  pays an amount in discharge of any claim under
         this  Agreement,  the  Purchaser  or any Group  Company  recovers or is
         entitled to recover (whether by payment,  discount,  credit,  relief or
         otherwise)  from a third party a sum which is  referable to the subject
         matter of the claim,  the Purchaser shall procure that before steps are
         taken against the Vendors under this Agreement all reasonable steps are
         taken to  enforce  such  recovery  and any  actual  recovery  (less any
         reasonable  costs  incurred  in such  recovery  and less  any  taxation
         attributable  to the recovery  after  taking  account of any tax relief
         available in respect of any matter  giving rise to the claim) shall pro
         tanto reduce or satisfy, as the case may be, such claim.

5        Subsequent Recovery

         If the  Vendor  pay an amount in  discharge  of any  claim  under  this
         Agreement and the Purchaser or any Group Company subsequently  recovers
         (whether by payment,  discount,  credit,  relief or  otherwise)  from a
         third party a sum which is referable to the subject matter of the claim
         and which would not otherwise have been received by the Purchaser,  the
         Purchaser  shall pay, or shall procure that the relevant  Group Company
         pays, to the Vendors an amount equal to (i) the sum recovered  from the
         third  party  less  any  reasonable  costs  and  expenses  incurred  in
         obtaining such recovery or (ii) if less, the amount  previously paid by
         the Vendors to the Purchaser.

6        Double Claims

         The  Purchaser  shall not be entitled to recover from the Vendors under
         this Agreement more than once in respect of the same damage suffered.

7        Tax

         In  calculating  the  liability  of the  Vendors for any breach of this
         Agreement,  there  shall be taken into  account  the amount (if any) by
         which any taxation for which the  Purchaser or any Group  Company would
         otherwise  have been  accountable  or liable to be assessed is actually
         reduced or  extinguished  as a result of the matter giving rise to such
         liability  or any  repayment  of  taxation  attributable  to the matter
         giving rise to such liability.


<PAGE>




                                   Schedule 5

                                   Properties

                               (follows this page)


<PAGE>




                                   Schedule 6

                                 Data Room Index

                               (follows this page)

90017410_12.DOC