CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (this "Agreement"), which includes Exhibits A
and B hereto which are incorporated herein by this reference, is entered into by
and between DAY RUNNER, INC., a Delaware  corporation (the "Company"),  and ALAN
R. RACHLIN,  a resident of Virginia who is operating a consulting  business as a
sole proprietorship ("Consultant"),  and shall be effective as of April 22, 1997
(the "Effective Date").

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

         1. CONSULTANCY.  The Company hereby retains Consultant,  and Consultant
hereby accepts such retention,  upon the terms and subject to the conditions set
forth  herein,  commencing  as of April  22,  1997 and  continuing  through  and
including April 21, 1999 (the "Term").  Consultant shall render such services to
the Company as an independent contractor,  and not as an employee,  agent, joint
venturer or otherwise. Although Consultant is an attorney, it is understood that
such services  shall be rendered as a consultant to, and not as an attorney for,
the Company.  By executing this  Agreement,  the parties hereto  acknowledge and
agree that (i) the  Consulting  Agreement  between the  Company  and  Consultant
effective as of July 28, 1995 the "1995 Consulting  Agreement")  shall terminate
effective  as of the  Effective  Date and (ii) the  warrants to purchase  25,000
shares of the Company's Common Stock issued to Consultant  pursuant to the terms
of the 1995  Consulting  Agreement  have vested as to all such 25,000 shares and
are exercisable in full.

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

         3.  COMPENSATION.  In consideration  for his agreement herein to render
consulting services to the Company, the Company agrees to issue to Consultant as
of the Effective Date the warrants in the form attached hereto as Exhibit A (the
"Warrants")  and shall use reasonable  efforts to cause the securities  issuable
upon exercise  thereof to be registered  under the Securities Act of 1933 during
the period they are exercisable.  If Consultant performs greater than 60 days of
consulting  services during the Term at the CEO's request,  Consultant  shall be
compensated  in cash at the rate of  $2,500  per each  such day in  excess of 60
days.

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

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

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

         7.   MISCELLANEOUS.

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

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

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

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

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

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

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

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

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

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

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

DAY RUNNER, INC.                                     ALAN R. RACHLIN


By:/s/ Mark Vidovich                            By: /s/ Alan R. Rachlin
   -------------------------------------        -----------------------------
    Mark Vidovich, Chief Executive Officer          Alan R. Rachlin

Date:  April 22, 1997                              Date:  April 22, 1997



<PAGE>



                                       

                                    EXHIBIT A

                        WARRANTS TO PURCHASE COMMON STOCK
                                       OF
                                DAY RUNNER, INC.



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

                              Warrants to Purchase
                          25,000 Shares of Common Stock


                                DAY RUNNER, INC.

             INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

                            Void after April 21, 2007


         THE WARRANTS  evidenced by this  certificate  have been issued for good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged.

         THIS  CERTIFICATE  evidences  the right of Alan R.  Rachlin to purchase
25,000 shares of Common Stock, without par value (the "Shares"),  of Day Runner,
Inc., a Delaware  corporation (the "Company"),  at the Warrant Price (as defined
below), subject, however, to the terms and conditions hereinafter set forth.

         1. Term of Warrants.  The  Warrants  may be  exercised  only during the
period  commencing  on May 22,  1997  through the close of business on April 21,
2007 (the "Warrant  Term"),  and may be exercised  only in  accordance  with the
terms and conditions hereinafter set forth.

         2.       Exercise of Warrants.

                  (a) Right to  Exercise.  The  Warrants  shall  vest and become
exercisable  cumulatively  in 24  equal  monthly  installments,  as  long as the
Consulting  Agreement  between the Company  and Alan R.  Rachlin  ("Consultant")
effective as of April 22, 1997 (the "Consulting  Agreement") has not terminated,
with the first monthly  installment  vesting on May 22, 1997 and one  additional
monthly  installment  vesting on the 22nd day of each of the 23 calendar  months
thereafter;  provided, however, that notwithstanding the foregoing, in the event
that Consultant has performed a total of:

     (i)  30 days of consulting services under the Consulting Agreement prior to
          April  22,  1998,   then  (A)  the  Warrants  shall  vest  and  become
          exercisable  immediately  as to such  number of  additional  shares as
          shall make the Warrants then vested and  exercisable  as to a total of
          12,500 shares less that number of shares,  if any,  previously  issued
          upon  exercise  of  the  Warrants,  and  (B)  the  Warrants  as to the
          remaining 12,500 shares subject thereto, subject to earlier vesting as
          provided in subpart (ii) of this Section  2(a),  shall vest and become
          exercisable  in  12  equal  monthly  installments,   as  long  as  the
          Consulting  Agreement has not terminated,  with the first such monthly
          installment  vesting  on May  22,  1998  and  one  additional  monthly
          installment  vesting on the 22nd day of each of the 11 calendar months
          thereafter; or

     (ii) 60 days of consulting services under the Consulting Agreement prior to
          April 22, 1999,  then the Warrants  shall vest and become  exercisable
          immediately as to all remaining shares as to which the Warrants are
          not then vested.

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

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

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

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

                  (a) Consolidation, Merger or Reclassification.  If the Company
at  any  time  while  the  Warrants  remain   outstanding  and  unexpired  shall
consolidate  with  or  merge  into  any  other  corporation,   or  sell  all  or
substantially all of its assets to another corporation,  or reclassify or in any
manner change the securities then  purchasable upon the exercise of the Warrants
(any of which shall  constitute  a  "Reorganization"),  then lawful and adequate
provision shall be made whereby this Certificate  shall thereafter  evidence the
right to purchase such number and kind of securities and other property as would
have been issuable or  distributable on account of such  Reorganization  upon or
with  respect  to the  securities  which  were  purchasable  under the  Warrants
immediately prior to the  Reorganization.  The Company shall not effect any such
Reorganization  unless prior to or simultaneously with the consummation  thereof
the  successor  corporation  (if other  than the  Company)  resulting  from such
Reorganization  shall  assume  by  written  instrument  executed  and  mailed or
delivered  to the  holder of the  Warrants,  at the last  address  of the holder
appearing on the books of the Company,  the  obligation to deliver to the holder
such shares of stock,  securities or assets as, in accordance with the foregoing
provisions, the holder may be entitled to purchase.  Notwithstanding anything in
this Section 4(a) to the contrary,  the prior two sentences shall be inoperative
and of no force and effect and those Warrants which are unexercised shall expire
on the  completion  of such  Reorganization  if upon the  completion of any such
Reorganization  the stockholders of the Company  immediately prior to such event
do not own at least 50% of the equity interest of the corporation resulting from
such  Reorganization,  the notice  required by Section 4(e) hereof has been duly
given and the  Warrants  were  fully  exercisable  at the time such  notice  was
provided.

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

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

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

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

                  (d)  Adjustment of Number of Shares.  Upon each  adjustment in
the Warrant Price pursuant to Subsections  (b) or (c) (i) of this Section 4, the
number  of  Shares  purchasable  hereunder  shall  be  adjusted  to that  number
determined by multiplying the number of Shares  purchasable upon the exercise of
the Warrants  immediately prior to such adjustment by a fraction,  the numerator
of which shall be the Warrant Price immediately prior to such adjustment and the
denominator  of which  shall be the Warrant  Price  immediately  following  such
adjustment.

                  (e)      Notice.  In case at any time:

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

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

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

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

then, in any one or more of such cases,  the Company shall give to the holder of
the Warrants at least 10 days' prior written  notice (or, in the event of notice
pursuant to Section  4(e)(iii),  at least 30 days' prior written  notice) of the
date on which the books of the Company  shall  close or a record  shall be taken
for such dividend, distribution or subscription rights or for determining rights
to vote in respect to any such  reclassification,  consolidation,  merger, sale,
dissolution,  liquidation  or winding  up. Such  notice in  accordance  with the
foregoing  clause  shall  also  specify,  in  the  case  of any  such  dividend,
distribution  or  subscription  rights,  the date on which the holders of Common
Stock  shall  be  entitled  thereto,  and such  notice  in  accordance  with the
foregoing  clause  shall also  specify  the date on which the  holders of Common
Stock shall be entitled to exchange  their Common Stock for  securities or other
property deliverable upon such  reclassification,  consolidation,  merger, sale,
dissolution,  liquidation  or winding up, as the case may be. Each such  written
notice shall be given by first-class  mail,  postage  prepaid,  addressed to the
holder of the Warrants at the address of the holder as shown on the books of the
Company.

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

         5.       Fractional  Shares.  No  fractional  Shares will be issued in
connection  with any  subscription hereunder but, in lieu of such  fractional
Shares,  the Company shall make a cash payment therefor upon the basis of the 
fair market value of the Shares.

         6.  Transfer  and Exchange of  Warrants.  Subject to the terms  hereof,
including, without limitation,  Section 7, the Warrants and all rights hereunder
are  transferable,  in whole or in part, on the books of the Company  maintained
for such purpose at its  principal  office  referred to above by the  registered
holder hereof in person or by its duly  authorized  attorney,  upon surrender of
the Warrants properly endorsed and upon payment of any necessary transfer tax or
other governmental charge imposed upon such transfer. Upon any partial transfer,
the Company will issue and deliver to such holder a new Warrant or Warrants with
respect to the shares of Common Stock not so transferred.  Each taker and holder
of the  Warrants,  by taking or holding the same,  consents  and agrees that the
Warrants  when  endorsed in blank shall be deemed  negotiable  and that when the
Warrants  shall have been so endorsed,  the holder  hereof may be treated by the
Company and all other persons  dealing with the Warrants,  as the absolute owner
hereof  for any  purpose  and as the  person  entitled  to  exercise  the rights
represented  hereby, or to the transfer hereof on the books of the Company,  any
notice to the contrary  notwithstanding;  but until such transfer on such books,
the  Company  may  treat  the  registered  holder  hereof  as the  owner for all
purposes.

                  The Warrants are  exchangeable at such office for Warrants for
the same  aggregate  number  of  shares of Common  Stock,  all new  Warrants  to
represent the right to purchase such number of shares as the holder hereof shall
designate at the time of such exchange.

         7. Restrictions on Transfer of Warrants. The holder of the Warrants, by
acceptance  hereof,   agrees  that,  absent  an  effective   notification  under
Regulation A or a  registration  statement,  in either case under the Securities
Act of 1933,  covering the disposition of the Warrants or Common Stock issued or
issuable upon exercise hereof,  such holder will not sell,  transfer,  pledge or
hypothecate  any or all of such  Warrants or Common  Stock,  as the case may be,
unless such sale or transfer will be exempt from the registration and prospectus
delivery  requirements  of the  Securities  Act of  1933  and  applicable  state
securities  laws, and such holder  consents to the Company making a notification
on its records or giving  instructions  to any transfer agent of the Warrants or
such Common Stock in order to implement such restriction on transferability.

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

         9.       Definitions.  As used in this Certificate:

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

                  (b)  "Warrant  Price" shall mean the per share  closing  sales
price of the  Company's  Common  Stock as quoted on The Nasdaq  Stock  Market on
April 22, 1997, as adjusted in accordance with Section 4 hereof.

                  Dated as of April 22, 1997.

                                                           DAY RUNNER, INC.


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

Attest:


By:  /s/ Dennis K. Marquardt
     ------------------------
         Dennis K. Marquardt



<PAGE>






                                DAY RUNNER, INC.

                                SUBSCRIPTION FORM

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


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

         Attention:  Secretary


         The  undersigned,  the  holder  and  registered  owner of the  attached
Warrants,  hereby  irrevocably  and  unconditionally  elects  to  exercise  such
Warrants and to purchase * shares of Day Runner,  Inc.  Common Stock pursuant to
the terms and conditions thereof,  and herewith tenders a check in the amount of
$_________ in full payment of the purchase  price for such shares,  and requests
that the  certificate(s)  for such shares be issued in the name of and delivered
to:

                         (Please print name and address)


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

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

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

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


Dated: __________________            Signature:________________________



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

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



<PAGE>




                                    EXHIBIT B

                            CONFIDENTIALITY AGREEMENT


          AGREEMENT,  dated  and made  effective  as of this  22nd day of April,
     1997,   by  and   between  Day  Runner,   Inc.,   a  Delaware   corporation
     ("Discloser"), and Alan R. Rachlin, a Virginia resident ("Disclosee");

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

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

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

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

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

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

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

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

                           (iii)    is disclosed with the prior written approval
                                    of Discloser;

                           (iv)     is or becomes publicly known through no
                                    wrongful act of Disclosee;

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

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

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

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

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

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

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

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

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

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

          5. This Agreement shall be governed by the laws of the Commonwealth of
     Virginia.
         
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives  as  of  the  date  first
above-written.

                                               Understood and Agreed:

"Discloser"                                    "Disclosee"

DAY RUNNER, INC.                                ALAN R. RACHLIN



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