STOCK PURCHASE AGREEMENT             EXHIBIT 10.2


         THIS STOCK  PURCHASE  AGREEMENT  (this  "Agreement")  is  entered  into
effective  as of  August  27,  1997  (the  "Effective  Date"),  by  and  between
_____________________  ("Seller"),  and Day Runner, Inc., a Delaware corporation
("Purchaser").

         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase  from  Seller,  ________  shares  of  Common  Stock of  Purchaser  (the
"Shares") on the terms and subject to the conditions set forth herein.

         NOW,  THEREFORE,  in  consideration of the above recital and the mutual
promises and  covenants  set forth  below,  the parties  hereto  hereby agree as
follows:

          1.       Purchase and Sale of Stock.

                   1. 1  Purchase.  On the  basis  of and in  reliance  upon the
representations  and  warranties  set forth  herein and subject to the terms and
conditions of this  Agreement,  Seller hereby sells,  transfers,  and assigns to
Purchaser, and Purchaser hereby purchases from Seller, the Shares for a purchase
price equal to the closing price of a share of  Purchaser's  Common Stock on the
Nasdaq  National Market System on the Effective Date multiplied by the number of
Shares (the "Purchase Price").

                   1. 2  Delivery  of  Shares;  Payment.  Prior to the  close of
business on September 4, 1997,  Seller shall  deliver the Shares to Purchaser by
either (a) delivering to Purchaser an original executed Assignment Separate from
Certificate,  together with a stock certificate representing all or a portion of
the Shares  and/or  (b)  causing  the Shares (or such  portion of the Shares not
delivered  in  accordance   with  Section   1.2(a)  hereof)  to  be  transferred
electronically to the account of Montgomery  Securities,  600 Montgomery Street,
San  Francisco,  California  (DTC  Account No.  773) for  further  credit to the
account of Purchaser (Account No.  110-61298).  Within three business days after
the receipt of the Shares,  Purchaser will pay or cause to be paid to Seller the
Purchase Price by check or wire transfer at the election of Purchaser.

                   1. 3 No  Additional  Consideration.  Except for the  Purchase
Price set forth in this Section 1 hereof, Seller is neither owed nor entitled to
any additional  compensation or  consideration  from Purchaser or its directors,
officers,  agents,  representatives or stockholders with respect to the purchase
and sale of the Shares.

          2. Representations and Warranties of Seller.  Seller hereby represents
and warrants to Purchaser as follows:

                   2. 1 Ownership of the Shares. Seller is the lawful record and
beneficial  owner of,  and has good and  marketable  title to, the  Shares.  The
Shares are owned by Seller free and clear of all liens,  encumbrances,  security
interests, equities, claims, options, licenses, charges and assessments, and are
subject  to no  restrictions  with  respect  to  transferability  by  Seller  to
Purchaser  except  compliance with applicable  securities laws. Upon delivery of
the Shares to  Purchaser,  Seller  shall have  conveyed  to  Purchaser  good and
marketable title in and to the Shares free and clear of all liens, encumbrances,
security interests,  equities, claims, options, licenses,  charges,  assessments
and  restrictions  whatsoever.  The Shares do not represent more than 10% of all
shares of Common  Stock of  Purchaser  that Seller  beneficially  owns as of the
Effective Date, and for purposes of determining such percentage  ownership,  all
shares of Common Stock of Purchaser that are subject to  outstanding  options or
warrants,  whether vested or unvested,  held by Seller or an affiliate of Seller
as of the  Effective  Date shall be deemed  beneficially  owned by  Seller.  The
Shares do not exceed the maximum  number of shares of Common  Stock of Purchaser
that Seller, as of the Effective Date, could sell pursuant to Rule 144 under the
Securities Exchange Act of 1934.

                   2. 2  Authority.  Seller  represents  and  warrants  that all
action by Seller necessary for the sale of the Shares pursuant to this Agreement
and the  performance of Seller's  obligations  hereunder has been taken.  Seller
further  represents that this Agreement is a legal, valid and binding obligation
of Seller  enforceable in accordance with its terms,  that Seller has all right,
legal capacity, authority and requisite legal power to enter into this Agreement
and to carry  out and  perform  Seller's  obligations  under  the  terms of this
Agreement. The execution and delivery of, and the performance of the obligations
under,  this Agreement by Seller do not and will not contravene or result in any
breach of any law or of any regulation, order, writ, injunction or decree of any
court,  tribunal,   governmental  body,  authority,  agency  or  instrumentality
applicable to Seller or the Shares,  nor do or will such execution,  delivery or
performance violate, conflict with or result in (or with notice or lapse of time
or both  result in) a breach of or default  under any term or  provision  of any
agreement,  oral or written,  to which Seller is a party or is bound or to which
the Shares are subject.

                   2. 3     Disclosure.

                   (a)      (Seller to check and initial the box that applies):

                  Seller is  currently an  executive  officer  and/or a director
of Purchaser and, in such  capacity,  Seller is familiar with and fully informed
with respect to Purchaser's business,  operations,  financial condition, affairs
and prospects.

                  If  Seller  is a  trust,  then  its  trustee  (or  one  of its
trustees) is a beneficial owner of the Shares, is currently an executive officer
and/or  director of Purchaser and has executed this  Agreement on behalf of such
trust,  and by virtue of such  relationship  with  Purchaser,  such  trustee  is
familiar  with  and  fully  informed  with  respect  to  Purchaser's   business,
operations, financial condition, affairs and prospects.

                  If Seller is a  partnership,  then its general  partner (or an
officer or  affiliate  of its  general  partner)  is a  beneficial  owner of the
Shares,  is currently an executive  officer and/or director of Purchaser and has
executed  this  Agreement on behalf of such  partnership,  and by virtue of such
relationship  with  Purchaser,  such person is familiar with and fully  informed
with respect to Purchaser's business,  operations,  financial condition, affairs
and prospects.

                  If Seller is a corporation,  then its chief executive  officer
(or one of its  executive  officers)  is a  beneficial  owner of the Shares,  is
currently an executive  officer  and/or  director of Purchaser  and has executed
this Agreement on behalf of such corporation, and by virtue of such relationship
with Purchaser,  such person is familiar with and fully informed with respect to
Purchaser's business, operations, financial condition, affairs and prospects.

                 (b) Seller has had an opportunity to seek the advice of counsel
with  regard to the sale of the Shares under, and with regard to the other terms
of, this Agreement.  Seller and/or Seller's advisors have had a reasonable
opportunity to ask questions of and receive answers from Purchaser, or a person
or persons acting on its behalf, concerning this transaction, and to obtain
additional information, to the extent possessed by Purchaser or obtainable by
Purchaser without unreasonable effort or expense. To Seller's best knowledge and
belief,all such questions have been answered to the full satisfaction of Seller.
Seller has had sufficient opportunity to review Purchaser's historical and
current financial data.

                 (c)      Seller is not aware of any material adverse non-public
information concerning Purchaser or its business, operations, financial
condition, affairs or prospects that Seller has not disclosed in all material
respects to the Board of Directors of Purchaser.

          2. 4 Brokers.  No broker,  finder or other  person is  entitled to any
broker's,  finder's or other fee or commission in connection with this Agreement
or the  transactions  contemplated  hereby by reason  of any claim  arising  by,
through or under Seller.

          2. 5 Adequacy of Consideration.  The consideration Seller is receiving
in exchange for the consideration Seller is giving under this Agreement is fair,
just and reasonable.  Seller is aware that the value of the Shares is subject to
considerable potential fluctuation and may now, or in the future, have an actual
value  substantially  above,  or below,  the Purchase Price  Purchaser is paying
therefor,  and it is possible  that Seller might  realize a higher price for the
Shares if Seller held them for an additional  period.  Seller has such knowledge
of business,  financial  and legal  matters,  and has had  sufficient  access to
experts on such matters,  to assess the value of the Shares and the advisability
of this transaction.

          2. 6     Miscellaneous Representations.

                   (a) Seller and/or  Seller's  advisors have such knowledge and
experience in financial,  tax and business  matters to enable Seller and/or them
to utilize the  information  made  available to Seller and/or them in connection
with the sale of the Shares, to evaluate the merits and risks of the transaction
and to make an informed decision with respect thereto.

                   (b) Seller  understands  that the tax  consequences to Seller
from the sale of the Shares  depend on  Seller's  individual  circumstances  and
Seller has not received or relied on any advice from  Purchaser or its agents or
representatives regarding such tax consequences.

          3.  Representations and Warranties of Purchaser.  Purchaser represents
and  warrants  that all action by  Purchaser  necessary  for the purchase of the
Shares pursuant to this Agreement and the performance of Purchaser's obligations
hereunder has been taken.  Purchaser further represents that this Agreement is a
legal, valid and binding obligation of Purchaser  enforceable in accordance with
its terms. The execution and delivery of, and the performance of the obligations
under,  this  Agreement by Purchaser do not and will not contravene or result in
any breach of any law or of any regulation, order, writ, injunction or decree of
any court,  tribunal,  governmental body, authority,  agency or instrumentality,
nor do or will such execution, delivery or performance violate, conflict with or
result  in (or with  notice or lapse of time or both  result  in) a breach of or
default under any term or provision of any agreement,  oral or written, to which
Purchaser  is a party  or is  bound.  Purchaser  is not  aware  of any  material
nonpublic  information   concerning  Purchaser  or  its  business,   operations,
financial  condition,  affairs or prospects  that Purchaser has not disclosed in
all material respects to Seller.

          4. Market  Stand-Off  Agreement.  Seller agrees not to sell,  offer to
sell or contract to sell, directly or indirectly, any shares of Common Stock (or
other securities) of Purchaser owned  beneficially or of record by Seller at any
time during the 60-day period following the Effective Date.

          5.  Indemnification.  Each  party  hereto  shall  indemnify  and  hold
harmless the other party in respect of: (a) any and all loss, liability,  damage
or deficiency resulting from any breach of the representations and warranties of
such party set forth in this Agreement,  or from the breach or nonfulfillment of
any  covenant or  agreement  on the part of such  indemnifying  party under this
Agreement; and (b) any and all actions, suits, proceedings, judgments, costs and
expenses (including  reasonable legal fees) incident to the foregoing.  No party
shall be entitled  to  indemnification  pursuant  to this  Section 5 unless such
party shall have given  prompt  notice of the  relevant  claim to the party from
whom  indemnification  is sought  and shall  have  provided  such party with the
opportunity to conduct the defense thereof at its own expense.

 6.       Miscellaneous.

          6. 1 Notices.  All notices and demands  referred to or required herein
or  pursuant  hereto  shall be in writing,  shall  specifically  reference  this
Agreement and shall be deemed to be duly sent and given upon actual  delivery to
and receipt by the relevant party (which notice, in the case of Purchaser,  must
be from an executive officer of Purchaser other than Seller even if Seller is an
officer or authorized agent of Purchaser) or five days after deposit in the U.S.
mail by certified or registered  mail,  return receipt  requested,  with postage
prepaid,  addressed to the other party at the address set forth on the signature
page  hereof  (if,  however,  a party has given  the other  party due  notice of
another address for the sending of notices, then future notices shall be sent to
such new address).

          6. 2 Legal Advice and Construction of Agreement. Each party represents
that such party has had the  opportunity to seek  independent  legal advice with
respect to the advisability of entering into this Agreement and neither has been
entitled to rely upon nor has in fact  relied upon the legal or other  advice of
the other party or such other party's counsel in entering into this Agreement.

          6. 3 Parties' Understanding. Each party represents that such party has
carefully read this Agreement,  that such party fully  understands the final and
binding effect of this  Agreement,  that the only promises made to such party to
sign this Agreement are those stated above,  and that such party is signing this
Agreement voluntarily.

          6. 4 Entire Agreement.  This Agreement constitutes a single integrated
contract  expressing  the entire  agreement  of the parties  with respect to the
subject  matter hereof and  supersedes  all prior and  contemporaneous  oral and
written agreements and discussions with respect to the subject matter hereof.

          6. 5  Amendment.  This  Agreement  and each  provision  hereof  may be
amended,   modified,   supplemented  or  waived  only  by  a  written   document
specifically  identifying  this Agreement and duly executed by each party hereto
or the authorized representative of such party.

          6. 6 California  Law and  Location.  This  Agreement  was  negotiated,
finalized  and  delivered  within  the State of  California,  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 the
State of California  applicable to the construction and enforcement of contracts
between  parties  resident  in  California  which  are  entered  into and  fully
performed in California. Any action or proceeding arising out of, relating to or
concerning this Agreement, including, without limitation, any claim of breach of
contract, shall be filed in the state courts of the County of Los Angeles, State
of California or in a United States  District  Court in the Central  District of
California  and in no other  location.  The  parties  hereby  waive the right to
object to such location on the basis of venue.

          6. 7 Attorneys'  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 fees, costs and expenses
of appeals),  in addition to whatever  damages or other relief the injured party
is otherwise entitled to under law and in connection with such dispute.

          6. 8 Force  Majeure.  Neither  Purchaser nor Seller shall be deemed in
default if such party's  performance  or  obligations  hereunder  are delayed or
become  impossible  or  impractical  by  reason  of any act of God,  war,  fire,
earthquake,  strike,  civil  commotion,  epidemic or any other cause beyond such
party's reasonable control.

          6. 9  Counterparts.  This  Agreement may be executed in  counterparts,
each of which shall be deemed an original,  but which together shall  constitute
one and the same instrument.

          6. 10 Successors and Assigns.  Neither party may assign this Agreement
or any of such  party's  rights  or  obligations  hereunder  (including  without
limitation  rights and duties of performance) 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 non-assigning party, which consent
may be given or withheld  by such  non-assigning  party in the sole  exercise of
such party's discretion.  Any prohibited  assignment shall be null and void, and
any attempted  assignment  of this  Agreement in violation of this Section shall
constitute a material  breach of this Agreement and cause for its termination by
and at the election by notice of the other party hereto. This Agreement shall be
binding upon and inure to the benefit of each of the parties hereto and,  except
as otherwise  provided  herein,  their respective legal successors and permitted
assigns.

          6. 11  Survival.  The  representations  and  warranties  herein  shall
survive the  execution  and delivery of this  Agreement and each party hereto is
estopped from making a claim which  conflicts with such party's  representations
and warranties hereunder.

          6. 12 Limitation of Damages.  Except as expressly set forth herein, in
any  action  or  proceeding  arising  out of,  relating  to or  concerning  this
Agreement,  including,  without  limitation,  any claim of  breach of  contract,
liability shall be limited to compensatory  damages  proximately  caused by such
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.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the Effective Date.

PURCHASER:                                          SELLER (if an individual):
DAY RUNNER, INC.                                    Signature(s):




By:    /s/ Mark A. Vidovich                         Address:
Print Name:   Mark A. Vidovich
Title:   Chief Executive Officer
Address:     15295 Alton Parkway
             Irvine, CA 92718
             Attention: Chief Executive Officer
                                                    SELLER   (if  trust,
                                                    partnership or corporation):


                                                   (Print Name of Entity)

                                                    By:

                                                    Print Name:

                                                    Title:

                                                    By:

                                                    Print Name:

                                                    Title:

                                                    Address:



                               SCHEDULE OF SELLERS

 
           Name of Seller                          Number of Shares Repurchased

         Dennis Baglama                                     6,930
         Ronald Bianco                                     10,000
         Donald E. Bottinelli                               2,163
         James E. Freeman, Jr.                             27,329
         James P. Higgins                                   3,500
         O.S. II, Inc.                                     91,174
         Lakeside Enterprises                              10,000
         Stan Littley                                       4,158
         Dennis Marquardt                                  21,000
         Charles Miller                                     3,267
         Alan Rachlin                                      34,500
         Judy Tucker                                        7,827
         Mark Vidovich                                     70,000
         Richard Whatley                                    1,500
         Boyd Willat                                       23,236
         Felice Willat                                     31,210