FIRST AMENDMENT
                            TO OFFICER SEVERANCE PLAN


         THIS FIRST AMENDMENT is effective as of August 17, 1998 (the "Effective
Date").  In accordance  with the terms of Section 9(g) of the Officer  Severance
Plan and pursuant to the action of the Board of  Directors of Day Runner,  Inc.,
on August 17, 1998, the Officer Severance Plan is hereby amended as follows:

1.       Section 2(f) is amended to read in its entirety as follows:

         "Employment  Period" means the aggregate period of time during which an
         individual  has been  employed as a duly elected or  appointed  officer
         (other than solely as  Secretary  and/or  Assistant  Secretary)  by the
         Company prior to the Termination Date."

2. Section 3(b)(iii) is amended to read in its entirety as follows:

                the result of such officer  having  submitted to the Company his
                or her written  resignation  (even if such  indicates  that such
                resignation is "voluntary")  upon and in accordance with (A) the
                request by the Board in writing or  pursuant  to a duly  adopted
                resolution  of the  Board or (B) with  respect  to all  Eligible
                Officers  other  than the  Chairman  of the  Board or the  Chief
                Executive  Officer of the  Company,  the written  request of the
                Chief Executive Officer of the Company;

3. Section 4(b) is amended to read in its entirety as follows:

         Severance  Bonus.  The amount of severance  bonus shall be based on the
highest  office of the Company  attained by the Eligible  Officer at or prior to
the  Termination  Date and shall be determined in accordance  with the following
schedule:

                                              HIGHEST OFFICE ATTAINED
                                              -----------------------

                                  ASST. VP/VP     SVP/EVP/COO    CHR/PRES/CEO
                                  -----------     -----------    ------------

Number of months of
severance bonus                    3 months        4 months        5 months

4. The Officer  Severance Plan,  except as expressly  amended by this Amendment,
shall continue in full force and effect.

IN WITNESS  WHEREOF,  the  undersigned  has executed this First Amendment to the
Officer Severance Plan as of the date first written above.


                                                   DAY RUNNER, INC.


                                                   -----------------------------
                                                    Mark Vidovich,
                                                    Chairman of the Board