EXHIBIT 10.20 FIRST AMENDMENT TO CONSULTING AGREEMENT THIS FIRST AMENDMENT 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...

                                                            EXHIBIT 10.20

                              FIRST AMENDMENT TO
                              CONSULTING AGREEMENT



THIS FIRST AMENDMENT is entered into by and between Day Runner, Inc., a Delaware
corporation (the "Company"),  and Xxxx X. Xxxxxxx, a resident of Virginia who is
operating a consulting  business as a sole  proprietorship  ("Consultant"),  and
shall be effective as of April 21, 1999 (the "Effective Date").

         A. The Company  and  Consultant  entered  into a  consulting  agreement
effective as of April 22, 1997 (the  "Consulting  Agreement").  All  capitalized
terms not otherwise  defined shall have the meaning set forth in the  Consulting
Agreement.

         B. The Company and Consultant desire to amend the Consulting  Agreement
as set forth herein.

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

         1. The Term shall continue through and including May 21, 1999.

         2. All other terms and  conditions of the  Consulting  Agreement  shall
remain in full force and effect.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment to Consulting Agreement as of the effective date.

DAY RUNNER, INC.                                            XXXX X. XXXXXXX



By:  /s/ Xxxx Xxxxxxxx                                      /s/ Xxxx X. Xxxxxxx
    ---------------------------                             -------------------
       Xxxx Xxxxxxxx, Chairman                               Xxxx X. Xxxxxxx