DAY RUNNER INC
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>a2026584zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                   EXHIBIT 10.2

                                   AMENDMENT NO. 5 TO
                                    DAY RUNNER, INC.
                                 1995 STOCK OPTION PLAN


              Section 3 of the Day Runner, Inc. 1995 Stock Option Plan is
hereby amended to read in its entirety as follows:

                  "3. SHARES RESERVED. The maximum aggregate number of Shares
                  reserved for issuance pursuant to the Plan shall be 2,400,000
                  shares or the number of shares of stock to which such shares
                  shall be adjusted as provided in Section 10 of the Plan. Such
                  number of Shares may be set aside out of authorized but
                  unissued Shares not reserved for any other purpose, or out of
                  issued Shares acquired for and held in the treasury of the
                  Company from time to time.

                  Shares subject to, but not sold or issued under, any Option
                  terminating, expiring or canceled for any reason prior to its
                  exercise in full, shall again become available for Options
                  thereafter granted under the Plan, and the same shall not be
                  deemed an increase in the number of Shares reserved for
                  issuance under the Plan. Any Shares which may be tendered,
                  actually or by attestation, by an Optionee as full or partial
                  payment in connection with the exercise of any Option under
                  the Plan shall again be available for Options thereafter
                  granted during the remainder of the term of the Plan."



Dated:  September 30, 1999

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