EXHIBIT 10.4
Los Angeles Regional Commercial
Banking Office
333 South Grand Avenue, 3rd Floor
Los Angeles, CA 90071      November 1, 1997


Day Runner, Inc.
2750 W. Moore Avenue
Fullerton, CA 9283

Gentlemen:

         This letter is to confirm that Wells Fargo Bank,  National  Association
("Bank")  has  agreed  to  extend  the  maturity  date  of that  certain  credit
accommodation  granted by Bank to Day Runner,  Inc.  ("Borrower") in the maximum
principal  amount of Fifteen  Million Dollars  ($15,000,000.00)  pursuant to the
terms and conditions of that certain Credit Agreement  between Bank and Borrower
as of May 1, 1993, as amended from time to time.

         The  maturity  date of said credit  accommodation,  and the last day on
which Bank will issue Standby Letters of Credit under the subfeature relating to
said credit accommodation,  and the last day on which Bank will issue Commercial
Letters of Credit under the subfeaure relating to said credit  accomodation,  as
described in Agreement,  is hereby  extended until February 1, 1998.  Until such
date,  all terms and  conditions of the  Agreement  which pertain to said credit
accommodation  shall  remain in full  force  and  effect,  except  as  expressly
modified hereby. The promissory note dated as of September 1, 1997,  executed by
Borrower  and  payable  to  the  order  of  Bank  which  evidences  said  credit
accommodation,  a copy of which is attached hereto as Exhibit A, shall be deemed
modified as of the date this letter is  acknowledged  by Borrower to reflect the
new  maturity  date  set  forth  above.  Further,  the last  date on  which  the
above-described  Standby  Letters of Credit may expire is hereby extended to May
1, 1998, and the last date on which the  above-described  Commercial  Letters of
Credit may expire is hereby  extended  to August 1,  1998.  All other  terms and
conditions  of the Note  remain in full  force  and  effect,  without  waiver or
modification.

         Borrower  acknowledges  that Bank has not committed to make any renewal
or  further  extension  of  the  maturity  date  of the  above-described  credit
accommodation  beyond the new maturity date specified herein,  and that any such
renewal or further extension remains in the sole discretion of Bank. This letter
constitutes the entire  agreement  between Bank and Borrower with respect to the
maturity  date  extension  for the  above-described  credit  accommodation,  and
supersedes all prior  negotiations,  discussions and  correspondence  concerning
said extension.

         Please   acknowledge  your  acceptance  of  the  terms  and  conditions
contained  herein by dating and  signing one copy below and  returning  it to my
attention at the above address on or before November 14, 1997.

                                             Very truly yours,
                                             WELLS FARGO BANK,
                                             NATIONAL ASSOCIATION
                                         By: /s/ Clare Gurbach
                                             ---------------------
                                             Vice President

Acknowledged and accepted as of DAY RUNNER, INC.


By: /s/ Dennis K. Marquardt
    --------------------------------------------
    Title: Executive Vice President, Finance & Admin.





<PAGE>



                                              Exhibit A

                          REVOLVING LINE OF CREDIT NOTE


$15,000,000.00                                          Los Angeles, California
                                                        September 1, 1997


        FOR VALUE  RECEIVED,  the  undersigned  DAY  RUNNER,  INC.  ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL  ASSOCIATION ("Bank")
at its office at Los Angeles  RCBO,  333 South Grand  Avenue,  Third Floor,  Los
Angeles,  California, or at such other place as the holder hereof may designate,
in lawful  money of the United  States of America and in  immediately  available
funds, the principal sum of Fifteen Million Dollars ($15,000,000.00), or so much
thereof as may be advanced and be  outstanding,  with  interest  thereon,  to be
computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

        As used herein,  the  following  terms shall have the meanings set forth
after each,  and any other term  defined in this Note shall have the meaning set
forth at the place defined:

         (a) "Business Day' means any day except a Saturday, Sunday or any other
day on which commercial banks in California are authorized or required by law to
close.

         (b) "Fixed Rate Term" means a period  commencing  on a Business Day and
continuing  for one (1) or two (2) months,  as  designated  by Borrower,  during
which all or a portion of the outstanding  principal  balance of this Note bears
interest determined in relation to LIBOR;  provided however,  that no Fixed Rate
Term may be selected  for a principal  amount  less than Five  Hundred  Thousand
Dollars  ($500,000.00);  and  provided  further,  that no Fixed  Rate Term shall
extend beyond the scheduled  maturity date hereof.  If any Fixed Rate Term would
end on a day which is not a  Business  Day,  then such  Fixed Rate Term shall be
extended to the next succeeding Business Day.

         (c) NLIBOR" means the rate per annum (rounded upward, if necessary,  to
the nearest whole 1/8 of 1%) and determined pursuant to the following formula:

LIBOR =                             Base LIBOR
                              ----------------------------------
                              100% - LIBOR Reserve Percentage

(i) "Base  LIBOR"  means the rate per annum for United  States  dollar  deposits
quoted by Bank as the  Inter-Bank  Market Offered Rate,  with the  understanding
that such rate is quoted by Bank for the purpose of calculating  effective rates
of interest for loans making reference thereto, on the first day of a Fixed Rate
Term for delivery of funds on said date for a period of time approximately equal
to the  number of days in such  Fixed  Rate Term and in an amount  approximately
equal to the principal  amount to which such Fixed Rate Term  applies.  Borrower
understands and agrees that Bank may base its quotation of the Inter-Bank Market
Offered  Rate upon such  offers or other  market  indicators  of the  Inter-Bank
Market as Bank in its discretion deems  appropriate  including,  but not limited
to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market.

         (ii) "LIBOR Reserve Percentage" means the reserve percentage prescribed
by the Board of Governors of the Federal  Reserve  System (or any successor) for
"Eurocurrency  Liabilities",  (as defined in Regulation D of the Federal Reserve
Board,  as  amended),  adjusted  by Bank for  expected  changes in such  reserve
percentage during the applicable Fixed Rate Term.

         (d) "Prime Rate" means at any time the rate of interest  most  recently
announced  within  Bank at its  principal  office  as its Prime  Rate,  with the
understanding  that the Prime Rate is one of Bank's base rates and serves as the
basis upon which  effective  rates of interest  are  calculated  for those loans
making reference  thereto,  and is evidenced by the recording  thereof after its
announcement in such internal publication or publications as Bank may designate.

INTEREST:

         (a) Interest. The outstanding principal balance of this Note shall bear
interest  (computed on the basis of a 360-day year,  actual days elapsed) either
(i) at a fluctuating  rate per annum equal to the Prime Rate in effect from time
to time,  or (ii) at a fixed  rate per  annum  determined  by Bank to be one and
three  quarters  percent  (1.75%)  above LIBOR in effect on the first day of the
applicable Fixed Rate Term. When interest is determined in relation to the Prime
Rate, each change in the rate of interest  hereunder  shall become  effective on
the date each Prime Rate change is announced  within Bank.  With respect to each
LIBOR selection hereunder, Bank is hereby authorized to note the date, principal
amount,  interest rate and Fixed Rate Term  applicable  thereto and any payments
made  thereon on Bank's  books and records  (either  manually  or by  electronic
entry) and/or on any schedule  attached to this Note,  which  notations shall be
prima facie evidence of the accuracy of the information noted.

         (b) Selection of Interest Rate Options. At any time any portion of this
Note bears  interest  determined  in relation to LIBOR,  it may be  continued by
Borrower  at the end the Fixed  Rate Term  applicable  thereto  so that all or a
portion  thereof bears  interest  determined in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated by Borrower.  At any time any portion
of this Note bears interest  determined in relation to the Prime Rate,  Borrower
may convert all or a portion  thereof so that it bears  interest  determined  in
relation to LIBOR for a Fixed Rate Term designated by Borrower.  At such time as
Borrower  requests an advance  hereunder  or wishes to select a LIBOR option for
all or a portion of the outstanding  principal balance hereof, and at the end of
each Fixed Rate  Term,  Borrower  shall  give Bank  notice  specifying:  (i) the
interest rate option  selected by Borrower;  (ii) the principal  amount  subject
thereto; and (iii) for each LIBOR selection,  the length of the applicable Fixed
Rate Term. Any such notice may be given by telephone so long as, with respect to
each LIBOR selection,  (A) Bank receives written  confirmation from Borrower not
later than three (3) Business Days after such telephone notice is given, and (B)
such notice is given to Bank prior to 10:00 a.m.,  California time, on the first
day of the Fixed Rate Term. For each LIBOR option requested hereunder, Bank will
quote the  applicable  fixed  rate to  Borrower  at  approximately  10:00  a.m.,
California  time,  on the first day of the Fixed Rate Term. If Borrower does not
immediately  accept  the rate  quoted  by Bank,  any  subsequent  acceptance  by
Borrower shall be subject to a  redetermination  by Bank of the applicable fixed
rate; provided however,  that if Borrower fails to accept any such rate by 11,00
a.m.,  California  time, on the Business Day such  quotation is given,  then the
quoted  rate shall  expire and Bank shall have no  obligation  to permit a LIBOR
option to be selected on such day.  If no  specific  designation  of interest is
made at the time any advance is  requested  hereunder or at the end of any Fixed
Rate Term, Borrower shall be deemed to have made a Prime Rate interest selection
for such advance or the principal amount to which such Fixed Rate Term applied.

           (c)      Additional LIBOR Provisions.

(i) If Bank at any  time  shall  determine  that  for any  reason  adequate  and
reasonable means do not exist for ascertaining  LIBOR,  then Bank shall promptly
give notice  thereof to Borrower.  If such notice is given and until such notice
has been  withdrawn  by Bank,  then (A) no new LIBOR  option may be  selected by
Borrower,  and (B) any portion of the outstanding principal balance hereof which
bears  interest  determined  in relation to LIBOR,  subsequent to the end of the
Fixed Rate Term applicable  thereto,  shall bear interest determined in relation
to the Prime Rate.

        (ii) if any law, treaty, rule, regulation or determination of a court or
governmental  authority  or  any  change  therein  or in the  interpretation  or
application  thereof  (each,  a "Change in Law') shall make it unlawful for Bank
(A) to make LIBOR options available hereunder, or (B) to maintain interest rates
based  on  LIBOR,  then in the  former  event,  any  obligation  of Bank to make
available such unlawful LIBOR options shall immediately be cancelled, and in the
latter event,  any such unlawful  LIBOR-based  interest  rates then  outstanding
shall be  converted,  at Bank's  option,  so that interest on the portion of the
outstanding  principal  balance subject thereto is determined in relation to the
Prime Rate;  provided  however,  that if any such Change in Law shall permit any
LIBOR-based interest rates to remain in effect until the expiration of the Fixed
Rate Term applicable  thereto,  then such permitted  LIBOR-based  interest rates
shall continue in effect until the expiration of such Fixed Rate Term.  Upon the
occurrence  of  any  of  the  foregoing  events,  Borrower  shall  pay  to  Bank
immediately  upon demand such amounts as may be certified to Borrower by Bank in
writing as necessary to compensate Bank for any fines, fees, charges,  penalties
or other  costs  incurred  or payable by Bank as a result  thereof and which are
attributable to any LIBOR options made available to Borrower hereunder,  and any
reasonable  allocation made by Bank among its operations shall be conclusive and
binding upon Borrower.

      (iii) If any  Change  in Law or  compliance  by Bank with any  request  or
directive  (whether  or not  having the force of law) from any  central  bank or
other governmental authority shall:

           (A)    subject Bank to any tax,  duty or other charge with respect to
                  any LIBOR options, or change the basis of taxation of payments
                  to Bank of  principal,  interest,  fees  or any  other  amount
                  payable  hereunder  (except  for changes in the rate of tax on
                  the overall net income of Bank); or

           (B)      impose,  modify  or hold  applicable  any  reserve,  special
                    deposit,  compulsory  loan or  similar  requirement  against
                    assets held by, deposits or other  liabilities in or for the
                    account of,  advances or loans by, or any other  acquisition
                    of funds by any office of Bank; or

           (C)      impose on Bank any other condition;

and the  result  of any of the  foregoing  is to  increase  the  cost to Bank of
making, renewing or maintaining any LIBOR options hereunder and/or to reduce any
amount  receivable  by Bank in  connection  therewith,  then in any  such  case,
Borrower  shall pay to Bank such amounts as may be certified to Borrower by Bank
in writing as  necessary,  immediately  upon receipt of such  certification,  to
compensate Bank for any additional  costs incurred by Bank and/or  reductions in
amounts  received  by Bank  which are  attributable  to such LIBOR  options.  In
determining  which costs incurred by Bank and/or  reductions in amounts received
by Bank are  attributable  to any  LIBOR  options  made  available  to  Borrower
hereunder,  any reasonable allocation made by Bank among its operations shall be
conclusive and binding upon Borrower.

         (d) Payment of Interest. Interest accrued on this Note shall be payable
in arrears on the first day of each month, commencing October 1, 1997.

         (e) Default Interest. From and after the maturity date of this Note, or
such earlier date as all principal  owing  hereunder  becomes due and payable by
acceleration or otherwise,  the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year,  actual days  elapsed)  equal to two percent (2%) above
the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

         (a) Borrowing and Repayment.  Borrower may from time to time during the
term of this Note borrow,  partially or wholly repay its outstanding borrowings,
and reborrow,  subject to all of the  limitations  terms and  conditions of this
Note and of any document  executed in  connection  with or governing  this Note;
provided  however,  that the total  outstanding  principal  amount of borrowings
under this Note shall riot at any time exceed the principal amount stated above.
The unpaid  principal  balance of this obligation at any time shall be the total
amounts  advanced  hereunder  by the holder  hereof less the amount of principal
payments  made  hereon by or for any  Borrower,  which  balance  may be endorsed
hereon from time to time by the holder.  The  outstanding  principal  balance of
this Note shall be due and payable in full on November 1, 1997.

         (b) Advances.  Advances hereunder, to the total amount of the principal
sum stated  above,  may be made by the holder at the oral or written  request of
(i)  Dennis K.  Marquardt  or James E.  Freeman,  Jr. or Kevin  Marquez  or Mark
Vidovich or Ravi Shan or any one acting  alone,  who are  authorized  to request
advances and direct the  disposition of any advances until written notice of the
revocation of such authority is received by the holder at the office  designated
above, or (ii) any person,  with respect to advances  deposited to the credit of
any account of any Borrower with the holder, which advances,  when so deposited,
shall be  conclusively  presumed to have been made to or for the benefit of each
Borrower  regardless  of the fact that persons  other than those  authorized  to
request  advances may have  authority to draw against such  account.  The holder
shall have no obligation to determine  whether any person  requesting an advance
is or has been authorized by any Borrower.

         (c)  Application  of Payments.  Each payment made on this Note shall be
credited  first,  to any  interest  then  due  and  second,  to the  outstanding
principal  balance hereof.  All payments  credited to principal shall be applied
first,  to the outstanding  principal  balance of this Note which bears interest
determined in relation to the Prime Rate, if any, and second, to the outstanding
principal  balance of this Note which bears  interest  determined in relation to
LIBOR, with such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

         (a) Prime Rate.  Borrower  may prepay  principal on any portion of this
Note which bears interest  determined in relation to the Prime Rate at any time,
in any amount and without penalty.

         (b) LIBOR.  Borrower  may prepay  principal on any portion of this Note
which  bears  interest  determined  in  relation to LIBOR at any time and in the
minimum amount of one Hundred Thousand Dollars ($100,000.00);  provided however,
that if the outstanding  principal  balance of such portion of this Note is less
than said amount,  the minimum prepayment amount shall be the entire outstanding
principal  balance  thereof.  In consideration of Bank providing this prepayment
option to  Borrower  or if any such  portion of this Note  shall  become due and
payable  at any time  prior to the last day of the Fixed  Rate  Term  applicable
thereto by  acceleration  or otherwise,  Borrower shall pay to Bank  immediately
upon demand a fee which is the sum of the  discounted  monthly  differences  for
each month from the month of  prepayment  through  the month in which such Fixed
Rate Term matures, calculated as follows for each such month-.

           (i)    Determine the amount of interest which would have accrued each
                  month on the amount prepaid at the interest rate applicable to
                  such amount had it remained  outstanding until the last day of
                  the Fixed Rate Term applicable thereto.

           (ii)   Subtract from the amount determined in (i) above  the 
                  amount of interest which would have accrued for the same month
                  on the amount  prepaid  for the  remaining  term of such Fixed
                  Rate  Term at LIBOR in effect on the date of  prepayment  for
                  new loans made for such term and in a principal  amount  equal
                  to the amount prepaid.

           (iii)  If the result  obtained in (ii) for any month is greater  than
                  zero, discount that difference by LIBOR used in above.

Borrower  acknowledges  that  prepayment  of  such  amount  may  result  in Bank
incurring  additional  costs,  expenses  and/or  liabilities,  and  that  it  is
difficult  to  ascertain  the  full  extent  of  such  costs,   expenses  and/or
liabilities.  Borrower,  therefore, agrees to pay the above-described prepayment
fee and  agrees  that  said  amount  represents  a  reasonable  estimate  of the
prepayment costs,  expenses and/or liabilities of Bank. If Borrower fails to pay
any prepayment fee when due, the amount of such prepayment fee shall  thereafter
bear  interest  until paid at a rate per annum two percent  (2%) above the Prime
Rate in effect  from  time to time  (computed  on the  basis of a 360-day  year,
actual days  elapsed).  Each change in the rate of interest on any such past due
prepayment  fee shall  become  effective  on the date each Prime Rate  change is
announced within Bank.
<PAGE>

EVENTS OF DEFAULT:

        This Note is made pursuant to and is subject to the terms and conditions
of that certain Credit  Agreement  between  Borrower and Bank dated as of May 1,
1993, as amended from time to time (the "Credit Agreement").  Any default in the
payment or performance  of any obligation  under this Note, or any defined event
of default under the Credit  Agreement,  shall  constitute an "Event of Default'
under this Note.

MISCELLANEOUS:

         (a) Remedies.  Upon the occurrence of any Event of Default,  the holder
of this Note,  at the holder's  option,  may declare all sums of  principal  and
interest  outstanding  hereunder  to be  immediately  due  and  payable  without
presentment,  demand,  notice of nonperformance,  notice of protest,  protest or
notice of  dishonor,  all of which are  expressly  waived by  Borrower,  and the
obligation,  if any, of the holder to extend any further credit  hereunder shall
immediately  cease and terminate.  Borrower shall pay to the holder  immediately
upon  demand  the full  amount of all  payments,  advances,  charges,  costs and
expenses,  including reasonable attorneys' fees (to include outside counsel fees
and all allocated costs of the holder's in-house counsel),  expended or incurred
by the holder in connection  with the  enforcement of the holder's rights and/or
the  collection  of any amounts  which become due to the holder under this Note,
and the  prosecution  or defense of any action in any way  related to this Note,
including  without  limitation,  any  action  for  declaratory  relief,  whether
incurred  at the trial or  appellate  level,  in an  arbitration  proceeding  or
otherwise,  and including any of the foregoing  incurred in connection  with any
bankruptcy proceeding  (including without limitation,  any adversary proceeding,
contested  matter or motion  brought by Bank or any other  person)  relating  to
Borrower or any other person or entity.

         (b)  Governing  Law.  This Note shall be governed by and  construed  in
accordance with the laws of the State of California.

IN WITNESS WHEREOF,  the undersigned has executed this Note as of the date first
written above.

DAY RUNNER, INC.


By:/s/ Dennis K. Marquardt
   -----------------------------------------------
Title: Executive Vice President, Finance and Admin.