FIFTH GENERAL RELEASE


     This  Fifth  General Release (the "Release") is made as of the ___ day
of December, 1996 by  and among Successories, Inc., an Illinois corporation
(f/k/a Celex Group, Inc.)  ("Successories,  Inc."), Celebrating Excellence,
Inc., an Illinois corporation ("Celebrating Excellence"),  and Successories
of Illinois, Inc., an Illinois corporation ("Successories")  (Successories,
Inc.,  Celebrating  Excellence  and  Successories  are  collectively,   the
"Companies"  and  each individually a "Company"), British Links Acquisition
Corp., an Illinois corporation, B.L.G.C., Inc., a Texas corporation, Arnold
M. Anderson, Celex  Successories  Inc. and James M. Beltrame (collectively,
the  "Guarantors"  and  each  individually  a  "Guarantor"),  and  American
National Bank and Trust Company of Chicago, a national banking association,
assignee of NBD Bank, an Illinois banking corporation (the "Bank").

                       W I T N E S S E T H :

     WHEREAS, the Companies and  the  Bank  have  entered into that certain
Amended  and  Restated  Credit Agreement, dated as of  July  31,  1995  (as
amended, modified, extended  or supplemented from time to time, the "Credit
Agreement");

     WHEREAS, the Guarantors have  each  entered  into  guaranties  of  the
Credit Agreement and the Notes issued pursuant thereto;

     WHEREAS,  pursuant  to  that  certain  Waiver No. 9, Consent No. 1 and
Fourth   Amendment   to   Amended  and  Restated  Credit   Agreement   (the
"Amendment"), of even date  herewith, entered into by the Companies and the
Bank, the Bank and the Companies  have  agreed to amend in certain respects
the Credit Agreement;

     WHEREAS,  pursuant  to the Amendment the  Bank  is  willing  to  waive
certain Events of Default arising under the Credit Agreement and to furnish
a consent required under the  Security  Agreement,  dated July 31, 1995, by
and  between  Successories,  Inc.  and  the  Bank (the "Successories,  Inc.
Security Agreement") in consideration for, among  other  things,  a general
release of liability, as more particularly described herein, given in favor
of  the  Bank and certain other parties by the Companies and various  other
parties described herein;

     NOW,  THEREFORE,  for good and valuable consideration, the receipt and
adequacy of which is hereby  acknowledged, the undersigned parties agree as
follows:


I.   DEFINITIONS.

     Capitalized terms used herein  but  not  defined herein shall have the
meaning ascribed thereto in the Credit Agreement.

II.  GENERAL RELEASE.

     1.   In consideration for the Bank's agreement  to waive the Events of
Default under the Credit Agreement and extend certain  consents  under  the
Successories,  Inc. Security Agreement, each as more particularly described
in the Amendment,  and  for  other  good  and  valuable consideration, each
Company  and  each  Guarantor,  for:   (i)  itself,  (ii)  any  parent,  or
subsidiary  thereof, (iii) any partnership or joint venture  of  which  any
Company or any  Guarantor (or any affiliate thereof) is a partner, (iv) any
parent, affiliate or subsidiary thereof or any partnership or joint venture
of which such person  or  entity  (or  any  parent, affiliate or subsidiary
thereof)  is  a  partner,  and  (v)  the  respective   partners,  officers,
directors, shareholders, heirs, legal representatives, legatees, successors
and  assigns of all of the foregoing persons and entities,  hereby  release
and forever  discharge  Bank,  their past, present and future shareholders,
successors,  assigns,  their  respective   heirs,   legal  representatives,
legatees, successors and assigns, of and from all actions, claims, demands,
damages, debts, losses, liabilities, indebtedness, causes  of action either
at  law  or  in equity and obligations of whatever kind or nature,  whether
known or unknown,  direct  or  indirect,  new or existing, by reason of any
matter, cause or thing whatsoever from the  beginning  of  the world to the
date  hereof  arising out of the claims asserted or which could  have  been
asserted by any  Company or any Guarantor, as a borrower or a guarantor, in
connection  with  the  Credit  Agreement,  any  other  loans  or  financial
accommodations to any  Company or any Guarantor, any indebtedness evidenced
thereby and any other loan  or  security  documents  entered  into pursuant
thereto.

     2.   In  further  consideration  for  the  Bank's  waiver  and consent
described   in  the  Amendment,  each  of  the  undersigned  Companies  and
Guarantors for:   (i)  itself,  (ii)  any  parent,  affiliate or subsidiary
thereof, (iii) any partnership or joint venture of which any Company or any
Guarantor  (or  any  affiliate thereof) is a partner, (iv)  any  person  or
entity owning the beneficial  interest  in any trust, any parent, affiliate
or subsidiary thereof or any partnership  or  joint  venture  of which such
person  or  entity  (or any parent, affiliate or subsidiary thereof)  is  a
partner,   and   (v)  the   respective   partners,   officers,   directors,
shareholders,  heirs,   legal  representatives,  legatees,  successors  and
assigns of all of the foregoing  persons  and  entities, warrant, represent
and acknowledge that they have no defenses to the payment of, nor any right
to set off against, all or any of the obligations to Bank set forth in this
Release and in the notes or guaranties executed  prior  or pursuant hereto,
nor any counterclaims or other actions against Bank of any  kind whatsoever
directly or indirectly or derivatively related thereto except to the extent
the foregoing may not be waived under applicable law.

     3.   It is acknowledged that each Company and each Guarantor, has read
this general release provision and consulted counsel before executing  this
Release  and  that  each Company and each Guarantor has relied upon its own
judgment and that of its counsel in executing same and has not relied on or
been induced by any representation,  statement  or  act  by any other party
referenced  herein  which  is  not referred to in this Release;  that  each
Company and each Guarantor enters  into this Release voluntarily, with full
knowledge of its significance; and that  this  general  release  is  in all
respects complete and final.

     4.   If  any  term  or  provision  of  this  general  release  or  the
application  thereof  to  any  person, entity or circumstance shall, to any
extent,  be  held invalid and/or unenforceable  by  a  court  of  competent
jurisdiction,  the remainder of this general release, or the application of
such term or provisions  to  persons,  entities or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected
thereby, and each term and provision of  the general release shall be valid
and be enforced to the fullest extent permitted by law.

     5.   This  Section  II shall survive the  termination  of  the  Credit
Agreement and payment of all  the  indebtedness evidenced thereby or issued
pursuant thereto.


III. RATIFICATION AND AFFIRMATION.

     The Credit Agreement and all guaranties  thereof,  together  with  all
other   loan  and  security  documents  executed  pursuant  to  the  Credit
Agreement,  is hereby ratified and affirmed and shall in all other respects
remain in full  force  and  effect.   Except  as expressly provided herein,
nothing contained in this Release shall be construed  as  a  waiver  of any
existing  Event  of  Default  and the Bank reserves all rights and remedies
under the Credit Agreement and under applicable law.


IV.  REPRESENTATIONS AND WARRANTIES.

     Each Company hereby ratifies  and  affirms all the representations and
warranties contained in the Credit Agreement as true, complete and accurate
as  of  the  date  of  this  Release.  Each Company,  together  with  Celex
Successories Inc., B.L.G.C., Inc.  and  British  Links  Acquisition  Corp.,
further  represents  and  warrants  that  the  Board  of  Directors of each
Company,  of  Celex  Successories  Inc.,  B.L.G.C., Inc. and British  Links
Acquisition Corp. have approved the execution and delivery of this Release.


V.   MISCELLANEOUS.

     The provisions hereof shall be binding  upon  and inure to the benefit
of   the   parties  hereto  and  their  respective  legal  representatives,
successors and  assigns.   This  instrument  has been made and executed and
delivered in the State of Illinois and shall be  governed  by and construed
in  accordance  with  the  internal  laws of the State of Illinois  without
regard to conflicts of laws principles.   This  Release may be executed and
delivered  in  several  counterparts  with  the  intention  that  all  such
counterparts,  when  taken  together, shall constitute  one  and  the  same
instrument.  One or more counterparts  of  this Release may be delivered by
facsimile, with the intention that delivery  by  such  means shall have the
same  effect as delivery of an original counterpart thereof.   The  section
headings  contained  in  this Release are for convenience of reference only
and in no way shall modify any of the terms or provisions hereof.

     IN WITNESS WHEREOF, the  parties  have entered into this Release as of
the day and year first above written.

                              SUCCESSORIES, INC.


                              By: __________________________
                              Its:__________________________


                              CELEBRATING EXCELLENCE, INC.


                              By: __________________________
                              Its:__________________________


                              SUCCESSORIES OF ILLINOIS, INC.


                              By: __________________________
                              Its:__________________________


                              CELEX SUCCESSORIES INC.


                              By: __________________________
                              Its:__________________________


                              _____________________________
                              Arnold M. Anderson


                              _____________________________
                              James M. Beltrame


                              BRITISH LINKS ACQUISITION CORP.


                              By: __________________________
                              Its: __________________________


                              B.L.G.C., INC.

                              By: __________________________
                              Its: __________________________




                       SIXTH GENERAL RELEASE


     This Sixth General Release (the "Release")  is made as of the 17th day
of December, 1996 by and among Successories, Inc.,  an Illinois corporation
(f/k/a  Celex Group, Inc.) ("Successories, Inc."), Celebrating  Excellence,
Inc., an  Illinois corporation ("Celebrating Excellence"), and Successories
of Illinois,  Inc., an Illinois corporation ("Successories") (Successories,
Inc.,  Celebrating   Excellence  and  Successories  are  collectively,  the
"Companies" and each individually  a  "Company"), British Links Acquisition
Corp., an Illinois corporation, B.L.G.C.,  Inc.,  a  Texas  corporation and
Celex   Successories   Inc.   (collectively,   the  "Guarantors"  and  each
individually a "Guarantor"), for the benefit of  American National Bank and
Trust Company of Chicago, a national banking association,  assignee  of NBD
Bank, an Illinois banking corporation (the "Bank").

                       W I T N E S S E T H :

     WHEREAS,  the  Companies  and  the Bank have entered into that certain
Amended and Restated Credit Agreement,  dated  as  of  July  31,  1995  (as
amended,  modified, extended or supplemented from time to time, the "Credit
Agreement");

     WHEREAS,  the  Guarantors  have  each  entered  into guaranties of the
Credit Agreement and the Notes issued pursuant thereto;

     WHEREAS, pursuant to that certain Waiver No. 10 and Fifth Amendment to
Amended  and  Restated  Credit Agreement (the "Amendment"),  of  even  date
herewith, entered into by  the  Companies  and  the  Bank, the Bank and the
Companies have agreed to amend in certain respects the Credit Agreement and
waive certain Events of Default thereunder;

     WHEREAS,  the  Bank  is  willing  to  enter  into  the  Amendment   in
consideration  for,  among other things, a general release of liability, as
more particularly described  herein, given in favor of the Bank and certain
other parties by the Companies and various other parties described herein;

     NOW, THEREFORE, for good  and  valuable consideration, the receipt and
adequacy of which is hereby acknowledged,  the undersigned parties agree as
follows:


VI.  DEFINITIONS.

     Capitalized terms used herein but not defined  herein  shall  have the
meaning ascribed thereto in the Credit Agreement.

VII. GENERAL RELEASE.

     1.   In consideration for the Bank's agreement to waive the Events  of
Default  under  the  Credit Agreement and extend certain consents under the
Successories, Inc. Security  Agreement, each as more particularly described
in  the Amendment, and for other  good  and  valuable  consideration,  each
Company  and  each  Guarantor,  for:   (i)  itself,  (ii)  any  parent,  or
subsidiary  thereof,  (iii)  any  partnership or joint venture of which any
Company or any Guarantor (or any affiliate  thereof) is a partner, (iv) any
parent, affiliate or subsidiary thereof or any partnership or joint venture
of  which  such person or entity (or any parent,  affiliate  or  subsidiary
thereof)  is   a  partner,  and  (v)  the  respective  partners,  officers,
directors, shareholders, heirs, legal representatives, legatees, successors
and assigns of all  of  the  foregoing persons and entities, hereby release
and forever discharge Bank, their  past,  present  and future shareholders,
successors,   assigns,   their  respective  heirs,  legal  representatives,
legatees, successors and assigns, of and from all actions, claims, demands,
damages, debts, losses, liabilities,  indebtedness, causes of action either
at law or in equity and obligations of  whatever  kind  or  nature, whether
known  or  unknown, direct or indirect, new or existing, by reason  of  any
matter, cause  or  thing  whatsoever from the beginning of the world to the
date hereof arising out of  the  claims  asserted  or which could have been
asserted by any Company or any Guarantor, as a borrower  or a guarantor, in
connection  with  the  Credit  Agreement,  any  other  loans  or  financial
accommodations  to any Company or any Guarantor, any indebtedness evidenced
thereby and any other  loan  or  security  documents  entered into pursuant
thereto.

     2.   In  further  consideration  for  the  Bank's waiver  and  consent
described  in  the  Amendment,  each  of  the  undersigned   Companies  and
Guarantors  for:   (i)  itself,  (ii)  any  parent, affiliate or subsidiary
thereof, (iii) any partnership or joint venture of which any Company or any
Guarantor  (or  any affiliate thereof) is a partner,  (iv)  any  person  or
entity owning the  beneficial  interest in any trust, any parent, affiliate
or subsidiary thereof or any partnership  or  joint  venture  of which such
person  or  entity  (or any parent, affiliate or subsidiary thereof)  is  a
partner,   and   (v)  the   respective   partners,   officers,   directors,
shareholders,  heirs,   legal  representatives,  legatees,  successors  and
assigns of all of the foregoing  persons  and  entities, warrant, represent
and acknowledge that they have no defenses to the payment of, nor any right
to set off against, all or any of the obligations to Bank set forth in this
Release and in the notes or guaranties executed  prior  or pursuant hereto,
nor any counterclaims or other actions against Bank of any  kind whatsoever
directly or indirectly or derivatively related thereto except to the extent
the foregoing may not be waived under applicable law.

     3.   It is acknowledged that each Company and each Guarantor, has read
this general release provision and consulted counsel before executing  this
Release  and  that  each Company and each Guarantor has relied upon its own
judgment and that of its counsel in executing same and has not relied on or
been induced by any representation,  statement  or  act  by any other party
referenced  herein  which  is  not referred to in this Release;  that  each
Company and each Guarantor enters  into this Release voluntarily, with full
knowledge of its significance; and that  this  general  release  is  in all
respects complete and final.

     4.   If  any  term  or  provision  of  this  general  release  or  the
application  thereof  to  any  person, entity or circumstance shall, to any
extent,  be  held invalid and/or unenforceable  by  a  court  of  competent
jurisdiction,  the remainder of this general release, or the application of
such term or provisions  to  persons,  entities or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected
thereby, and each term and provision of  the general release shall be valid
and be enforced to the fullest extent permitted by law.

     5.   This  Section  II shall survive the  termination  of  the  Credit
Agreement and payment of all  the  indebtedness evidenced thereby or issued
pursuant thereto.


VIII. RATIFICATION AND AFFIRMATION.

     The Credit Agreement and all guaranties  thereof,  together  with  all
other   loan  and  security  documents  executed  pursuant  to  the  Credit
Agreement,  is hereby ratified and affirmed and shall in all other respects
remain in full  force  and  effect.   Except  as expressly provided herein,
nothing contained in this Release shall be construed  as  a  waiver  of any
existing  Event  of  Default  and the Bank reserves all rights and remedies
under the Credit Agreement and under applicable law.


IX.  REPRESENTATIONS AND WARRANTIES.

     Each Company hereby ratifies  and  affirms all the representations and
warranties contained in the Credit Agreement as true, complete and accurate
as  of  the  date  of  this  Release.  Each Company,  together  with  Celex
Successories Inc., B.L.G.C., Inc.  and  British  Links  Acquisition  Corp.,
further  represents  and  warrants  that  the  Board  of  Directors of each
Company,  of  Celex  Successories  Inc.,  B.L.G.C., Inc. and British  Links
Acquisition Corp. have approved the execution and delivery of this Release.


X.   MISCELLANEOUS.

     The provisions hereof shall be binding  upon  and inure to the benefit
of   the   parties  hereto  and  their  respective  legal  representatives,
successors and  assigns.   This  instrument  has been made and executed and
delivered in the State of Illinois and shall be  governed  by and construed
in  accordance  with  the  internal  laws of the State of Illinois  without
regard to conflicts of laws principles.   This  Release may be executed and
delivered  in  several  counterparts  with  the  intention  that  all  such
counterparts,  when  taken  together, shall constitute  one  and  the  same
instrument.  One or more counterparts  of  this Release may be delivered by
facsimile, with the intention that delivery  by  such  means shall have the
same  effect as delivery of an original counterpart thereof.   The  section
headings  contained  in  this Release are for convenience of reference only
and in no way shall modify any of the terms or provisions hereof.

     IN WITNESS WHEREOF, the  parties  have entered into this Release as of
the day and year first above written.

                              SUCCESSORIES, INC.


                              By: __________________________
                              Its:__________________________


                              CELEBRATING EXCELLENCE, INC.


                              By: __________________________
                              Its:__________________________


                              SUCCESSORIES OF ILLINOIS, INC.


                              By: __________________________
                              Its:__________________________


                              CELEX SUCCESSORIES INC.


                              By: __________________________
                              Its:__________________________


                              BRITISH LINKS ACQUISITION CORP.


                              By: __________________________
                              Its: __________________________


                              B.L.G.C., INC.

                              By: __________________________
                              Its: __________________________

                             GUARANTY


     WHEREAS, Successories, Inc. (f/k/a  Celex  Group,  Inc.),  an Illinois
corporation,  Celebrating  Excellence,  Inc.,  an Illinois corporation  and
Successories  of  Illinois,  Inc.,  an  Illinois  corporation  each  having
principal  offices  located  at  919  Springer  Drive,  Lombard,   Illinois
(COLLECTIVELY  HEREINAFTER  REFERRED  TO  AS  THE "DEBTOR"), desires or may
desire  at  some  time  and/or  from  time  to  time  to  obtain  financial
accommodations from American National Bank and Trust Company  of Chicago, a
national banking association (HEREINAFTER REFERRED TO AS THE "BANK"); and

     WHEREAS, the undersigned guarantor is a corporation desiring to induce
the  Bank,  at  its  option,  at any time, or from time to time, to  extend
financial accommodations to Debtor  and  the undersigned benefits from such
financial   accommodations   (SAID   UNDERSIGNED    CORPORATION   SEVERALLY
HEREINAFTER REFERRED TO AS THE "UNDERSIGNED").

     NOW, THEREFORE FOR VALUE RECEIVED, and in consideration  of  advances,
credit  or other financial accommodations heretofore, now or that hereafter
at any time be extended to the Debtor by the Bank, the undersigned (JOINTLY
AND SEVERALLY  IF  THERE BE MORE THAN ONE GUARANTOR) hereby unconditionally
guarantees, irrespective  of  the validity, regularity or enforceability of
any instrument, writing or agreement relating to or the subject of any such
financial accommodation, and whether  or not due or to become due before or
after any bankruptcy or insolvency proceeding involving the Debtor or would
have become due but for Debtor's bankruptcy proceeding, the full and prompt
payment to the Bank at maturity, whether  by acceleration or otherwise, and
at  all  times  thereafter  of  any and all indebtedness,  obligations  and
liabilities of every kind and nature  of  the Debtor to the Bank (INCLUDING
ALL INDEBTEDNESS, OBLIGATIONS AND LIABILITIES  OF  PARTNERSHIPS, CREATED OR
ARISING  WHILE  THE  DEBTOR  MAY  HAVE  BEEN  OR MAY BE A MEMBER  THEREOF),
howsoever evidenced, whether now existing or hereafter  created or arising,
directly or indirectly, primary or secondary, absolute or  contingent,  due
or  to  become  due,  or  joint  or  several,  and howsoever owned, held or
acquired, whether through discount, overdraft, purchase,  direct loan or as
collateral, or otherwise, and the prompt, full and faithful performance and
discharge  by  the  Debtor  of  each  and  every  of the terms, conditions,
agreements,  representations  and  warranties  on the part  of  the  Debtor
contained in any agreement, or in any modification  or  addenda  thereto or
substitution  thereof  in  connection with any advance, credit or financial
accommodation afforded by the  Bank  to  the Debtor, together with interest
thereon; and the undersigned further agrees  to pay all reasonable expenses
legal and/or otherwise, (INCLUDING COURT COSTS  AND  REASONABLE  ATTORNEYS'
FEES),  paid  or  incurred  by  the  Bank  in  endeavoring  to  collect the
indebtedness,  or  any  part thereof, or in enforcing this guaranty  or  in
defending any suit based  on  any act of commission or omission of the Bank
with  respect to the indebtedness,  collateral,  or  this  guaranty  or  in
connection   with  any  recovery  claim  hereinbelow  defined  (hereinafter
collectively called the "indebtedness").

     In the case  of  dissolution,  liquidation  or  insolvency  (HOWSOEVER
EVIDENCED)  of  the  Debtor  or  any  of  the  undersigned,  or in case any
bankruptcy, reorganization, debt arrangement or other proceeding  under any
bankruptcy   or   insolvency   law,  or  any  dissolution,  liquidation  or
receivership proceeding, is instituted  by  or,  against the Debtor, or the
undersigned, or the inability of the Debtor or the undersigned to pay debts
as  they  mature,  or  in  case  of  the assignment by the  Debtor  or  the
undersigned for the benefit of creditors,  then  upon the occurrence of any
such event, all indebtedness then existing shall at the option of the Bank,
without notice to anyone, immediately become due or  accrued and be payable
from the undersigned (OR ANY THEREOF IF MORE THAN ONE GUARANTOR).

     All  payments  received  from  the  Debtor,  or  on  account   of  the
indebtedness from whatsoever source, shall be taken and applied by the Bank
toward  the  payment  of  such  of  the  indebtedness, and in such order of
application as the Bank may in its sole discretion from time to time elect,
and this guaranty shall apply to and secure any ultimate balance that shall
remain  owing to the Bank.  The Bank shall  have  the  exclusive  right  to
determine  how,  when and what application of payments and credits, if any,
whether derived from  the  Debtor  or any other source shall be made on the
indebtedness,  and  such  determination   shall   be  conclusive  upon  the
undersigned.

     This  guaranty  shall  in all respects be a continuing,  absolute  and
unconditional guaranty, and shall  remain  in  full  force  and effect with
respect to each guarantor until written notice by United States  registered
or  certified mail, of its discontinuance as to such guarantor, or  of  the
dissolution  of  such  guarantor,  shall have been actually received by the
Bank and also until all indebtedness  created or existing before receipt of
such  notice  shall  have  been  fully  paid.    In   case   of   any  such
discontinuance,  or  dissolution  of any guarantor or guarantors and notice
thereof to the Bank, this guarantee  shall nevertheless continue and remain
in force against the other guarantor or guarantors until discontinued as to
such  other  guarantor  or  guarantors  as   hereinbefore   provided.    No
compromise, settlement, release or discharge of, or indulgence with respect
to,  or  failure,  neglect  or  omission  to  enforce or exercise any right
against, any one or more guarantors or the fact  that  at  any time or from
time  to  time,  all  the  indebtedness  may have been paid in full,  shall
release or discharge the undersigned.

     The liability hereunder shall nowise be affected or impaired by any of
the following, any or all of which may be  done  or  omitted by the Bank in
its  sole discretion without notice to anyone and irrespective  of  whether
the indebtedness  shall be increased or decreased thereby (AND SAID BANK IS
HEREBY EXPRESSLY AUTHORIZED  AT  ITS  SOLE  DISCRETION TO MAKE FROM TIME TO
TIME,  WITHOUT NOTICE TO ANYONE) any sale, pledge,  surrender,  compromise,
settlement,  exchange,  release, renewal, extension, modification, election
with respect to any collateral under Section 1111 or any other provision or
section of the Bankruptcy  Code  now  existing  or  hereinafter amended; or
other  disposition  of or with respect to any of said indebtedness  or  any
security  or collateral  therefor,  whether  or  not  such  disposition  is
commercially  reasonable  or  accomplished  in  a  commercially  reasonable
manner,  and  such  liability  shall be nowise affected or impaired by  any
acceptance by the Bank of any security for, or other guarantors or obligors
of any of the indebtedness, or by any forbearance or indulgence by the Bank
in the collection of, or any failure,  neglect  or  omission on its part to
realize upon any thereof, or to enforce any claims against  any  person  or
persons  primarily or secondarily liable thereon, or upon any collateral or
security therefor, or to enforce any lien upon or right of appropriation of
any moneys,  credits or property of the Debtor in the possession or control
of  the  Bank, or  by  any  application  of  payments  or  credits  on  the
indebtedness.  Any act of commission or omission of any kind or at any time
upon the part  of  the Bank with respect to any matter whatsoever shall not
in any manner whatsoever  affect  or impair this guaranty nor the liability
thereunder.  The undersigned hereby  consents  to all acts of commission or
omission of the Bank hereinabove set forth.

     In order to hold the undersigned (OR ANY THEREOF IF THERE BE MORE THAN
ONE GUARANTOR) liable hereunder and to enforce this  guaranty,  there shall
be no obligation on the part of the Bank at any time to resort for  payment
to  the  Debtor,  or  to  any  other  guarantor,  or  any  person,  firm or
corporation  liable  for  the indebtedness, or to any collateral, security,
property, liens or other rights  or  remedies of the Bank in respect to the
indebtedness or any part thereof all of which is hereby expressly waived by
the undersigned.

     All diligence in collection, and  all presentment for payment, demand,
protest  and/or  notice,  as  to any and everyone,  of  protest,  dishonor,
default or nonpayment, and notice  of the creation and existence of any and
all  of  the  indebtedness,  and  of any  security  therefor,  and  of  the
acceptance  of  this  guaranty,  or extensions  of  credit  or  indulgences
hereunder or of any other matters  or things whatsoever relating hereto are
expressly waived.

     The granting of additional credit from time to time by the Bank to the
Debtor in excess of the amount extended  to  the  Debtor  at  the time this
guaranty is executed by the undersigned, without notice to the undersigned,
is  hereby  expressly  authorized  and  shall nowise affect or impair  this
guaranty.

     Any  and  all  moneys,  credits or other  property  belonging  to  the
undersigned (OR ANY THEREOF IF THERE BE MORE THAN ONE GUARANTOR) in transit
to, or in the possession or under  the  control  of  Bank,  or any agent or
bailee  of  Bank,  may,  without  notice  and  opportunity to be heard,  be
appropriated  and  applied  against  the  liability  of   the   undersigned
hereunder.  The undersigned does hereby assign and transfer to the Bank any
and  all  cash, negotiable instruments, documents of title, chattel  paper,
securities,   certificates   of   deposit,  deposit  accounts,  other  cash
equivalents and other assets of the  undersigned  in  transit to, or in the
possession  or  control of Bank, or any agent or bailee of  Bank,  for  any
purpose and apply  the  same  on  any  or  all  of  the  indebtedness.  THE
UNDERSIGNED  WAIVES  EVERY  DEFENSE,  COUNTERCLAIM  OR  SETOFF  WHICH   THE
UNDERSIGNED  MAY  NOW  HAVE  OR HEREAFTER MAY HAVE TO ANY ACTION BY BANK IN
ENFORCING  THIS GUARANTY, INCLUDING,  WITHOUT  LIMITATION,  EVERY  DEFENSE,
COUNTERCLAIM OR SETOFF WHICH THE UNDERSIGNED MAY NOW HAVE, OR HEREAFTER MAY
HAVE, AGAINST  THE  DEBTOR  OR  ANY  OTHER  PARTY LIABLE TO THE BANK IN ANY
MANNER.   As further security, any and all debts  and  liabilities  now  or
hereafter arising and owing to any of the undersigned by the Debtor, or any
other party liable to the Bank are hereby subordinated to the Bank's claims
and are hereby assigned to the Bank.  The undersigned ratifies and confirms
whatever Bank  may  do pursuant to the terms hereof and with respect to any
collateral for the indebtedness,  and  agrees that Bank shall not be liable
for any error of judgment or mistakes of fact or law.

     To secure payment of the indebtedness,  the undersigned grants to Bank
a security interest in all property of the undersigned  delivered currently
herewith or now or at any time hereafter in the possession  or  control  of
the  Bank,  and all proceeds of all such property and that the indebtedness
shall be secured  pursuant to that certain Security Agreement, of even date
herewith, entered into  by  the  undersigned and the Bank.  The undersigned
agrees that the Bank shall have the  rights and remedies of a secured party
under the Uniform Commercial Code of Illinois  with  respect  to all of the
aforesaid  property,  including, without limitation thereof, the  right  to
sell or otherwise dispose  of  any  or  all of such property.  The Bank may
without notice to anyone, apply or set off any balances, credits, deposits,
accounts, moneys or other indebtedness at  any time credited by or due from
the Bank to any of the undersigned against the  amounts due hereunder.  Any
notification of intended deposition of any property  required  by law shall
be deemed reasonably and properly given if given at least five (5) calendar
days before such deposition.

     Should  a claim ("RECOVERY CLAIM") be made upon the Bank at  any  time
for recovery of  any  amount  received  by  the  Bank  in  payment  of  the
indebtedness  (WHETHER  RECEIVED  FROM THE DEBTOR, THE UNDERSIGNED PURSUANT
HERETO, OR OTHERWISE) and should the  Bank repay all or part of said amount
by  reason  of  (1)  any  judgment,  decree,  or  other  of  any  court  or
administrative  body having jurisdiction  over  the  Bank  or  any  of  its
property; or (2)  any  settlement  or compromise of any such Recovery Claim
effected  by  the  Bank  with  the claimant  (INCLUDING  THE  DEBTOR),  the
undersigned shall remain jointly  and  severally liable to the Bank for the
amount so repaid to the same extent as if  such amount had never originally
been received by the Bank, notwithstanding any  termination  hereof  or the
return  of  this document to any of the undersigned or the cancellation  of
any note or other instrument evidencing any of the indebtedness.

     In the event the Bank shall sell, assign or transfer the indebtedness,
or any part thereof,  or  grant  participations  therein,  each  and  every
immediate   or   remote  successive  assignee,  transferee,  holder  of  or
participant therein,  of all or any part of the indebtedness shall have the
right to enforce this guaranty by suit or otherwise for the benefit of such
assignee, transferee holder  or  participant, as fully as if such assigned,
transferee holder or participant were  herein  by  name  specifically given
such  rights,  powers and benefits; but the Bank shall have  a  unimpaired,
prior and superior  right to enforce this guaranty for its benefit as to so
much of the indebtedness as it has not sold, assigned or transferred.

     No release or discharge  of  any  one  or  more of the undersigned (IF
THERE  BE  MORE  THAN  ONE  GUARANTOR),  or  of any other  person,  whether
primarily  or  secondarily liable for and obligated  with  respect  to  the
indebtedness, or  the  institution of bankruptcy, receivership, insolvency,
reorganization, dissolution  or  liquidation  proceedings by or against any
such guarantor or person, or the entry of any restraining or other order in
any  such proceeding, shall release or discharge  the  undersigned  or  any
other  guarantor  of  the  indebtedness,  or  any  other  person,  firm  or
corporation  liable  to the Bank for the indebtedness, unless and until all
of the indebtedness shall have been fully paid.

     No delay on the part  of  the  Bank  in  the  exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise
by the Bank of any right or remedy shall preclude other or further exercise
thereof,  or  the  exercise  of any other right or remedy;  nor  shall  any
modification or waiver of any of the provisions of this guaranty be binding
upon the Bank except as expressly  set  forth  in a writing duly signed and
delivered on behalf of the Bank.  No action of the Bank permitted hereunder
shall in any way affect or impair the rights of the Bank and the obligation
of the undersigned under this guaranty.

     This guaranty has been delivered at Chicago,  Illinois,  and  shall be
construed according to the laws of the State of Illinois, in which State it
shall  be  performed  by the undersigned.  All actions arising directly  or
indirectly  as  a result  of  a  consequence  of  this  guaranty  shall  be
instituted and litigated  only  in  courts  having  situs  in  the  City of
Chicago,  Illinois, and the undersigned hereby consents to the jurisdiction
of any State or Federal Court located and having its situs in said city.

     Wherever possible each provision of this guaranty shall be interpreted
in such manner  as  to the effective and valid under applicable law, but if
any provision of this guaranty shall be prohibited by or invalid under such
law, such provision shall  be ineffective to the extent of such prohibition
or invalidity, without invalidating  the remainder of such provision or the
remaining provisions of this guaranty.

     It is agreed that the undersigned's liability hereunder is several and
is independent of any other guaranties  at  any time in effect with respect
to all or any part of the Debtor's indebtedness  to  the Bank, and that the
undersigned's  liability  hereunder  may  be  enforced  regardless  of  the
existence of any such guaranties.

     This guaranty, and each and every part hereof, shall  be  binding upon
the undersigned (JOINTLY AND SEVERALLY IF THERE BE MORE THAN ONE GUARANTOR)
and  upon the heirs, legal representatives, successors and assigns  of  the
undersigned, and shall inure to the benefit of the Bank, its successors and
assigns.

     The  undersigned  represents  that it is a corporation duly organized,
existing and in good standing under  the  laws  of  the state of Texas, and
that the execution and delivery of this guaranty and the performance of the
obligations  it  imposes are within its corporate powers,  have  been  duly
authorized by all  necessary  action  of its board of directors, and do not
contravene  the  terms of its Articles of  Incorporation  or  bylaws.   The
undersigned represents that the execution and delivery of this guaranty and
the performance of  the  obligations  it imposes (i) do not violate any law
and do not conflict with any agreement  by  which it is bound, (ii) that no
consent or approval of any governmental authority  or  any  third  party is
required  in connection with the execution or delivery of this guaranty  or
the performance  of the obligations it imposes, (iii) there are no actions,
suits or proceedings pending, or to the best of the undersigned's knowledge
threatened  against  the  undersigned  before  any  court  or  governmental
department, commission,  board,  bureau agency or instrumentality, domestic
or foreign, which, if determined adversely  would  have  a material adverse
effect  on  the assets, business or financial condition of the  undersigned
and (iv) that  this  guaranty is a valid and binding agreement, enforceable
according  to its terms.   The  undersigned  represents  that  all  balance
sheets,  profit  and  loss  statements,  and  other  information,  if  any,
furnished  to  the  Bank  are  accurate  and  fairly  reflect the financial
condition  of the organizations and persons to which they  apply  on  their
effective dates,  including  contingent  liabilities  of  every type, which
financial  condition has not changed materially and adversely  since  those
dates.  The  undersigned further represents that it has good and marketable
title to all of  its  property  and  assets, free and clear of any security
interests, mortgages, liens or other encumbrances other than those in favor
of the Bank.

     UNTIL THE INDEBTEDNESS HAS BEEN DISCHARGED  AND  PAID  IN FULL AND ALL
COMMITMENTS   TO   LEND   THEREUNDER  TERMINATED,  THE  UNDERSIGNED  HEREBY
SUBORDINATES IN RIGHT OF PAYMENT  TO  THE PRIOR PAYMENT OF THE INDEBTEDNESS
TO THE BANK ANY RIGHTS THE UNDERSIGNED  MAY  HAVE  OR  ACQUIRE  BY  WAY  OF
SUBROGATION UNDER THIS GUARANTY BY ANY PAYMENT MADE HEREUNDER AND ANY RIGHT
OF  REIMBURSEMENT  OR CONTRIBUTION AGAINST THE DEBTOR WHICH THE UNDERSIGNED
MAY HAVE IN CONNECTION  WITH  THE PAYMENT OF THE INDEBTEDNESS, INTEREST AND
FEES AND EXPENSES BY THE UNDERSIGNED TO THE BANK.

     THE UNDERSIGNED HEREBY IRREVOCABLY  WAIVES  ANY RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING (i) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION  WITH  THIS GUARANTY OR ANY AMENDMENT, INSTRUMENT,  DOCUMENT  OR
AGREEMENT DELIVERED  IN  CONNECTION  HEREWITH,  OR  (ii)  ARISING  FROM ANY
DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS GUARANTY,  AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.

     SIGNED  AND  SEALED by the undersigned at Chicago, Illinois, as of the
____ day of December, 1996.


                                   B.L.G.C., Inc.


                                   By:_______________________________
                                   Its:_______________________________




                             GUARANTY


                                   WHEREAS, Successories, Inc. (f/k/a Celex
Group, Inc.), an Illinois  corporation,  Celebrating  Excellence,  Inc., an
Illinois  corporation  and  Successories  of  Illinois,  Inc.,  an Illinois
corporation  each  having principal offices located at 919 Springer  Drive,
Lombard, Illinois (COLLECTIVELY  HEREINAFTER  REFERRED TO AS THE "DEBTOR"),
desires  or may desire at some time and/or from  time  to  time  to  obtain
financial  accommodations  from American National Bank and Trust Company of
Chicago, a national banking  association  (HEREINAFTER  REFERRED  TO AS THE
"BANK"); and

     WHEREAS, the undersigned guarantor is a corporation desiring to induce
the  Bank,  at  its  option,  at  any time, or from time to time, to extend
financial accommodations to Debtor  and  the undersigned benefits from such
financial   accommodations   (SAID   UNDERSIGNED    CORPORATION   SEVERALLY
HEREINAFTER REFERRED TO AS THE "UNDERSIGNED").

     NOW, THEREFORE FOR VALUE RECEIVED, and in consideration  of  advances,
credit  or other financial accommodations heretofore, now or that hereafter
at any time be extended to the Debtor by the Bank, the undersigned (JOINTLY
AND SEVERALLY  IF  THERE BE MORE THAN ONE GUARANTOR) hereby unconditionally
guarantees, irrespective  of  the validity, regularity or enforceability of
any instrument, writing or agreement relating to or the subject of any such
financial accommodation, and whether  or not due or to become due before or
after any bankruptcy or insolvency proceeding involving the Debtor or would
have become due but for Debtor's bankruptcy proceeding, the full and prompt
payment to the Bank at maturity, whether  by acceleration or otherwise, and
at  all  times  thereafter  of  any and all indebtedness,  obligations  and
liabilities of every kind and nature  of  the Debtor to the Bank (INCLUDING
ALL INDEBTEDNESS, OBLIGATIONS AND LIABILITIES  OF  PARTNERSHIPS, CREATED OR
ARISING  WHILE  THE  DEBTOR  MAY  HAVE  BEEN  OR MAY BE A MEMBER  THEREOF),
howsoever evidenced, whether now existing or hereafter  created or arising,
directly or indirectly, primary or secondary, absolute or  contingent,  due
or  to  become  due,  or  joint  or  several,  and howsoever owned, held or
acquired, whether through discount, overdraft, purchase,  direct loan or as
collateral, or otherwise, and the prompt, full and faithful performance and
discharge  by  the  Debtor  of  each  and  every  of the terms, conditions,
agreements,  representations  and  warranties  on the part  of  the  Debtor
contained in any agreement, or in any modification  or  addenda  thereto or
substitution  thereof  in  connection with any advance, credit or financial
accommodation afforded by the  Bank  to  the Debtor, together with interest
thereon; and the undersigned further agrees  to pay all reasonable expenses
legal and/or otherwise, (INCLUDING COURT COSTS  AND  REASONABLE  ATTORNEYS'
FEES),  paid  or  incurred  by  the  Bank  in  endeavoring  to  collect the
indebtedness,  or  any  part thereof, or in enforcing this guaranty  or  in
defending any suit based  on  any act of commission or omission of the Bank
with  respect to the indebtedness,  collateral,  or  this  guaranty  or  in
connection   with  any  recovery  claim  hereinbelow  defined  (hereinafter
collectively called the "indebtedness").

     In the case  of  dissolution,  liquidation  or  insolvency  (HOWSOEVER
EVIDENCED)  of  the  Debtor  or  any  of  the  undersigned,  or in case any
bankruptcy, reorganization, debt arrangement or other proceeding  under any
bankruptcy   or   insolvency   law,  or  any  dissolution,  liquidation  or
receivership proceeding, is instituted  by  or,  against the Debtor, or the
undersigned, or the inability of the Debtor or the undersigned to pay debts
as  they  mature,  or  in  case  of  the assignment by the  Debtor  or  the
undersigned for the benefit of creditors,  then  upon the occurrence of any
such event, all indebtedness then existing shall at the option of the Bank,
without notice to anyone, immediately become due or  accrued and be payable
from the undersigned (OR ANY THEREOF IF MORE THAN ONE GUARANTOR).

     All  payments  received  from  the  Debtor,  or  on  account   of  the
indebtedness from whatsoever source, shall be taken and applied by the Bank
toward  the  payment  of  such  of  the  indebtedness, and in such order of
application as the Bank may in its sole discretion from time to time elect,
and this guaranty shall apply to and secure any ultimate balance that shall
remain  owing to the Bank.  The Bank shall  have  the  exclusive  right  to
determine  how,  when and what application of payments and credits, if any,
whether derived from  the  Debtor  or any other source shall be made on the
indebtedness,  and  such  determination   shall   be  conclusive  upon  the
undersigned.

     This  guaranty  shall  in all respects be a continuing,  absolute  and
unconditional guaranty, and shall  remain  in  full  force  and effect with
respect to each guarantor until written notice by United States  registered
or  certified mail, of its discontinuance as to such guarantor, or  of  the
dissolution  of  such  guarantor,  shall have been actually received by the
Bank and also until all indebtedness  created or existing before receipt of
such notice shall have been fully paid.  In case of any such discontinuance
or dissolution of any guarantor or guarantors  and  notice  thereof  to the
Bank,  this  guarantee  shall  nevertheless  continue  and  remain in force
against  the other guarantor or guarantors until discontinued  as  to  such
other guarantor  or  guarantors  as  hereinbefore provided.  No compromise,
settlement, release or discharge of, or  indulgence  with  respect  to,  or
failure,  neglect or omission to enforce or exercise any right against, any
one or more  guarantors  or the fact that at any time or from time to time,
all the indebtedness may have been paid in full, shall release or discharge
the undersigned.

     The liability hereunder shall nowise be affected or impaired by any of
the following, any or all  of  which  may be done or omitted by the Bank in
its sole discretion without notice to anyone  and  irrespective  of whether
the indebtedness shall be increased or decreased thereby (AND SAID  BANK IS
HEREBY  EXPRESSLY  AUTHORIZED  AT ITS SOLE DISCRETION TO MAKE FROM TIME  TO
TIME, WITHOUT NOTICE TO ANYONE)  any  sale,  pledge, surrender, compromise,
settlement, exchange, release, renewal, extension,  modification,  election
with respect to any collateral under Section 1111 or any other provision or
section  of  the  Bankruptcy  Code now existing or hereinafter amended;  or
other disposition of or with respect  to  any  of  said indebtedness or any
security  or  collateral  therefor,  whether  or  not such  disposition  is
commercially  reasonable  or  accomplished  in  a  commercially  reasonable
manner,  and such liability shall be nowise affected  or  impaired  by  any
acceptance by the Bank of any security for, or other guarantors or obligors
of any of the indebtedness, or by any forbearance or indulgence by the Bank
in the collection  of,  or  any failure, neglect or omission on its part to
realize upon any thereof, or  to  enforce  any claims against any person or
persons primarily or secondarily liable thereon,  or upon any collateral or
security therefor, or to enforce any lien upon or right of appropriation of
any moneys, credits or property of the Debtor in the  possession or control
of  the  Bank,  or  by  any  application  of  payments  or credits  on  the
indebtedness.  Any act of commission or omission of any kind or at any time
upon the part of the Bank with respect to any matter whatsoever  shall  not
in  any  manner whatsoever affect or impair this guaranty nor the liability
thereunder.   The  undersigned hereby consents to all acts of commission or
omission of the Bank hereinabove set forth.

     In order to hold the undersigned (OR ANY THEREOF IF THERE BE MORE THAN
ONE GUARANTOR) liable  hereunder  and to enforce this guaranty, there shall
be no obligation on the part of the  Bank at any time to resort for payment
to  the  Debtor,  or  to  any  other guarantor,  or  any  person,  firm  or
corporation liable for the indebtedness,  or  to  any collateral, security,
property, liens or other rights or remedies of the  Bank  in respect to the
indebtedness or any part thereof all of which is hereby expressly waived by
the undersigned.

     All diligence in collection, and all presentment for payment,  demand,
protest  and/or  notice,  as  to  any  and  everyone, of protest, dishonor,
default or nonpayment, and notice of the creation  and existence of any and
all  of  the  indebtedness,  and  of  any  security therefor,  and  of  the
acceptance  of  this  guaranty,  or  extensions of  credit  or  indulgences
hereunder or of any other matters or things  whatsoever relating hereto are
expressly waived.

     The granting of additional credit from time to time by the Bank to the
Debtor in excess of the amount extended to the  Debtor  at  the  time  this
guaranty is executed by the undersigned, without notice to the undersigned,
is  hereby  expressly  authorized  and  shall  nowise affect or impair this
guaranty.

     Any  and  all  moneys,  credits  or other property  belonging  to  the
undersigned (OR ANY THEREOF IF THERE BE MORE THAN ONE GUARANTOR) in transit
to, or in the possession or under the control  of  Bank,  or  any  agent or
bailee  of  Bank,  may,  without  notice  and  opportunity  to be heard, be
appropriated   and   applied  against  the  liability  of  the  undersigned
hereunder.  The undersigned does hereby assign and transfer to the Bank any
and all cash, negotiable  instruments,  documents  of title, chattel paper,
securities,   certificates  of  deposit,  deposit  accounts,   other   cash
equivalents and  other  assets  of the undersigned in transit to, or in the
possession or control of Bank, or  any  agent  or  bailee  of Bank, for any
purpose  and  apply  the  same  on  any  or  all of the indebtedness.   THE
UNDERSIGNED  WAIVES  EVERY  DEFENSE,  COUNTERCLAIM   OR  SETOFF  WHICH  THE
UNDERSIGNED MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY  ACTION  BY  BANK  IN
ENFORCING  THIS  GUARANTY,  INCLUDING,  WITHOUT  LIMITATION, EVERY DEFENSE,
COUNTERCLAIM OR SETOFF WHICH THE UNDERSIGNED MAY NOW HAVE, OR HEREAFTER MAY
HAVE,  AGAINST THE DEBTOR OR ANY OTHER PARTY LIABLE  TO  THE  BANK  IN  ANY
MANNER.   As  further  security,  any  and all debts and liabilities now or
hereafter arising and owing to any of the undersigned by the Debtor, or any
other party liable to the Bank are hereby subordinated to the Bank's claims
and are hereby assigned to the Bank.  The undersigned ratifies and confirms
whatever Bank may do pursuant to the terms  hereof  and with respect to any
collateral for the indebtedness, and agrees that Bank  shall  not be liable
for any error of judgment or mistakes of fact or law.

     To secure payment of the indebtedness, the undersigned grants  to Bank
a  security interest in all property of the undersigned delivered currently
herewith  or  now  or at any time hereafter in the possession or control of
the Bank, and all proceeds  of  all such property and that the indebtedness
shall be secured pursuant to that  certain Security Agreement, of even date
herewith, entered into by the undersigned  and  the  Bank.  The undersigned
agrees that the Bank shall have the rights and remedies  of a secured party
under the Uniform Commercial Code of Illinois with respect  to  all  of the
aforesaid  property,  including,  without  limitation thereof, the right to
sell or otherwise dispose of any or all of such  property.   The  Bank  may
without notice to anyone, apply or set off any balances, credits, deposits,
accounts,  moneys or other indebtedness at any time credited by or due from
the Bank to  any of the undersigned against the amounts due hereunder.  Any
notification of  intended  deposition of any property required by law shall
be deemed reasonably and properly given if given at least five (5) calendar
days before such deposition.

     Should a claim ("RECOVERY  CLAIM")  be  made upon the Bank at any time
for  recovery  of  any  amount  received  by the Bank  in  payment  of  the
indebtedness (WHETHER RECEIVED FROM THE DEBTOR,  THE  UNDERSIGNED  PURSUANT
HERETO, OR OTHERWISE) and should the Bank repay all or part of said  amount
by  reason  of  (1)  any  judgment,  decree,  or  other  of  any  court  or
administrative  body  having  jurisdiction  over  the  Bank  or  any of its
property;  or  (2) any settlement or compromise of any such Recovery  Claim
effected  by the  Bank  with  the  claimant  (INCLUDING  THE  DEBTOR),  the
undersigned  shall  remain jointly and severally liable to the Bank for the
amount so repaid to the  same extent as if such amount had never originally
been received by the Bank,  notwithstanding  any  termination hereof or the
return of this document to any of the undersigned or  the  cancellation  of
any note or other instrument evidencing any of the indebtedness.

     In the event the Bank shall sell, assign or transfer the indebtedness,
or  any  part  thereof,  or  grant  participations  therein, each and every
immediate  or  remote  successive  assignee,  transferee,   holder   of  or
participant therein, of all or any part of the indebtedness shall have  the
right to enforce this guaranty by suit or otherwise for the benefit of such
assignee,  transferee  holder or participant, as fully as if such assigned,
transferee holder or participant  were  herein  by  name specifically given
such  rights, powers and benefits; but the Bank shall  have  a  unimpaired,
prior and  superior right to enforce this guaranty for its benefit as to so
much of the indebtedness as it has not sold, assigned or transferred.

     No release  or  discharge  of  any  one or more of the undersigned (IF
THERE  BE  MORE  THAN  ONE  GUARANTOR),  or of any  other  person,  whether
primarily  or  secondarily liable for and obligated  with  respect  to  the
indebtedness, or  the  institution of bankruptcy, receivership, insolvency,
reorganization, dissolution  or  liquidation  proceedings by or against any
such guarantor or person, or the entry of any restraining or other order in
any  such proceeding, shall release or discharge  the  undersigned  or  any
other  guarantor  of  the  indebtedness,  or  any  other  person,  firm  or
corporation  liable  to the Bank for the indebtedness, unless and until all
of the indebtedness shall have been fully paid.

     No delay on the part  of  the  Bank  in  the  exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise
by the Bank of any right or remedy shall preclude other or further exercise
thereof,  or  the  exercise  of any other right or remedy;  nor  shall  any
modification or waiver of any of the provisions of this guaranty be binding
upon the Bank except as expressly  set  forth  in a writing duly signed and
delivered on behalf of the Bank.  No action of the Bank permitted hereunder
shall in any way affect or impair the rights of the Bank and the obligation
of the undersigned under this guaranty.

     This guaranty has been delivered at Chicago,  Illinois,  and  shall be
construed according to the laws of the State of Illinois, in which State it
shall  be  performed  by the undersigned.  All actions arising directly  or
indirectly  as  a result  of  a  consequence  of  this  guaranty  shall  be
instituted and litigated  only  in  courts  having  situs  in  the  City of
Chicago,  Illinois, and the undersigned hereby consents to the jurisdiction
of any State or Federal Court located and having its situs in said city.

     Wherever possible each provision of this guaranty shall be interpreted
in such manner  as  to the effective and valid under applicable law, but if
any provision of this guaranty shall be prohibited by or invalid under such
law, such provision shall  be ineffective to the extent of such prohibition
or invalidity, without invalidating  the remainder of such provision or the
remaining provisions of this guaranty.

     It is agreed that the undersigned's liability hereunder is several and
is independent of any other guaranties  at  any time in effect with respect
to all or any part of the Debtor's indebtedness  to  the Bank, and that the
undersigned's  liability  hereunder  may  be  enforced  regardless  of  the
existence of any such guaranties.

     This guaranty, and each and every part hereof, shall  be  binding upon
the undersigned (JOINTLY AND SEVERALLY IF THERE BE MORE THAN ONE GUARANTOR)
and  upon the heirs, legal representatives, successors and assigns  of  the
undersigned, and shall inure to the benefit of the Bank, its successors and
assigns.

     The  undersigned  represents  that it is a corporation duly organized,
existing and in good standing under  the laws of the state of Illinois, and
that the execution and delivery of this guaranty and the performance of the
obligations it imposes are within its  corporate  powers,  have  been  duly
authorized  by  all  necessary action of its board of directors, and do not
contravene the terms of  its  Articles  of  Incorporation  or  bylaws.  The
undersigned represents that the execution and delivery of this guaranty and
the  performance of the obligations it imposes (i) do not violate  any  law
and do  not  conflict with any agreement by which it is bound, (ii) that no
consent or approval  of  any  governmental  authority or any third party is
required in connection with the execution or  delivery  of this guaranty or
the performance of the obligations it imposes, (iii) there  are no actions,
suits or proceedings pending, or to the best of the undersigned's knowledge
threatened  against  the  undersigned  before  any  court  or  governmental
department,  commission, board, bureau agency or instrumentality,  domestic
or foreign, which,  if  determined  adversely would have a material adverse
effect on the assets, business or financial  condition  of  the undersigned
and  (iv) that this guaranty is a valid and binding agreement,  enforceable
according  to  its  terms.   The  undersigned  represents  that all balance
sheets,  profit  and  loss  statements,  and  other  information,  if  any,
furnished  to  the  Bank  are  accurate  and  fairly  reflect the financial
condition  of the organizations and persons to which they  apply  on  their
effective dates,  including  contingent  liabilities  of  every type, which
financial  condition has not changed materially and adversely  since  those
dates.  The  undersigned further represents that it has good and marketable
title to all of  its  property  and  assets, free and clear of any security
interests, mortgages, liens or other encumbrances other than those in favor
of the Bank.

     UNTIL THE INDEBTEDNESS HAS BEEN DISCHARGED  AND  PAID  IN FULL AND ALL
COMMITMENTS   TO   LEND   THEREUNDER  TERMINATED,  THE  UNDERSIGNED  HEREBY
SUBORDINATES IN RIGHT OF PAYMENT  TO  THE PRIOR PAYMENT OF THE INDEBTEDNESS
TO THE BANK ANY RIGHTS THE UNDERSIGNED  MAY  HAVE  OR  ACQUIRE  BY  WAY  OF
SUBROGATION UNDER THIS GUARANTY BY ANY PAYMENT MADE HEREUNDER AND ANY RIGHT
OF  REIMBURSEMENT  OR CONTRIBUTION AGAINST THE DEBTOR WHICH THE UNDERSIGNED
MAY HAVE IN CONNECTION  WITH  THE PAYMENT OF THE INDEBTEDNESS, INTEREST AND
FEES AND EXPENSES BY THE UNDERSIGNED TO THE BANK.

     THE UNDERSIGNED HEREBY IRREVOCABLY  WAIVES  ANY RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING (i) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION  WITH  THIS GUARANTY OR ANY AMENDMENT, INSTRUMENT,  DOCUMENT  OR
AGREEMENT DELIVERED  IN  CONNECTION  HEREWITH,  OR  (ii)  ARISING  FROM ANY
DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS GUARANTY,  AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.

     SIGNED  AND  SEALED by the undersigned at Chicago, Illinois, as of the
____ day of December, 1996.


                                   BRITISH LINKS ACQUISITION CORP.


                                   By:_______________________________
                                   Its:_______________________________



                    OFFICER'S CERTIFICATE AS TO
                  NO DEFAULT AND RELATED MATTERS



      I,  Arnold  M.  Anderson,  as  the  duly elected  Chief  Executive
Officer and Chairman of the Board of Directors of Successories, Inc.  (f/k/a
Celex Group, Inc.), Celebrating Excellence, Inc. and Successories of
Illinois,  Inc.  (collectively,  the  "Companies"),  on behalf  of such
Companies as such officer, to induce American National Bank and Trust
Company  of  Chicago ("Bank") to extend financial accommodations pursuant to
that certain Amended and Restated Credit Agreement (the "Credit Agreement")
dated as of July  31,  1995  as  amended  by that certain First Amendment
to  Credit  Agreement,  dated September 25, 1995,  that  certain Second
Amendment to Credit Agreement,  dated February 7, 1996, that certain Third
Amendment to Credit Agreement, dated  May  1,  1996, and that certain
Waiver  No. 9, Consent No. 1 and Fourth Amendment to Amended  and  Restated
Credit Agreement,  of  even date herewith, in each case among the Companies
and Bank do hereby certify  on  behalf of the Companies to Bank that, as of
the date hereof:

          (i)  There  exists  no  Default  or  Event  of Default under the
               Credit Agreement or the Security Documents (as that term is
               defined in the Credit Agreement); and

          (ii) The representations and warranties of the  Companies  set
               forth in the Credit Agreement and the Security Documents are
               true and correct in all material respects.

                                Dated as of the ___ day of December, 1996.


                                _____________________________________





                    OFFICER'S CERTIFICATE AS TO
                  NO DEFAULT AND RELATED MATTERS




        I,  Arnold  M.  Anderson,  as  the  duly elected  Chief  Executive
Officer and Chairman of the Board of Directors of Successories, Inc.  (f/k/a
Celex Group, Inc.), Celebrating Excellence, Inc. and Successories of
Illinois,  Inc.  (collectively,  the  "Companies"),  on behalf  of such
Companies as such officer, to induce American National Bank and Trust
Company  of  Chicago ("Bank") to extend financial accommodations pursuant to
that certain Amended and Restated Credit Agreement (the "Credit Agreement")
dated as of July  31,  1995  as  amended  by that certain First Amendment
to  Credit  Agreement,  dated September 25, 1995,  that  certain Second
Amendment to Credit Agreement,  dated February 7, 1996, that certain Third
Amendment to Credit Agreement, dated May 1, 1996, that certain Waiver No. 9,
Consent No. 1 and Fourth Amendment  to  Amended  and Restated Credit
Agreement,  dated  December 16, 1996, and that certain Fifth  Amendment  to
Amended and Restated  Credit Agreement, of even date herewith, in each case
among the Companies and  Bank  do hereby certify on behalf of the Companies
to Bank that, as of the date hereof:

             (i)  There  exists  no  Default  or  Event  of Default under the
Credit Agreement or the Security Documents (as that term is defined in the
Credit Agreement); and

             (ii) The representations and warranties of the  Companies  set
forth in the Credit Agreement and the Security Documents are true and correct
in all material respects.

                                 Dated as of the 17th day of December, 1996.


                                 _____________________________________




                    OFFICER'S CERTIFICATE AS TO
                  NO DEFAULT AND RELATED MATTERS



       I,   James  M.  Beltrame,  as  the  duly elected President and Chief
Operating Officer  of Successories, Inc. (f/k/a Celex  Group,  Inc.),
Celebrating  Excellence, Inc.  and  Successories  of Illinois, Inc.
(collectively, the "Companies"), on behalf of such Companies as such officer,
to induce American National  Bank  and  Trust  Company  of Chicago  ("Bank")
to  extend  financial  accommodations  pursuant  to that certain  Amended
and  Restated  Credit  Agreement (the "Credit Agreement") dated as of
July 31, 1995 as amended by that  certain  First  Amendment  to Credit
Agreement,  dated September 25, 1995, that certain Second Amendment to Credit
Agreement,  dated  February 7, 1996, that certain Third Amendment to Credit
Agreement, dated May  1, 1996, that certain Waiver No. 9, Consent No. 1 and
Fourth Amendment to Amended  and Restated Credit Agreement, dated
December 16, 1996 and that certain Fifth  Amendment to Amended and Restated
Credit Agreement, of even date herewith, in  each  case among the Companies
and Bank do hereby certify on behalf of the Companies  to  Bank that, as of
the date hereof:

            (i) There exists no Default  or  Event  of  Default  under  the
Credit Agreement or the Security Documents (as that term is defined in the
Credit Agreement); and

            (ii) The representations and warranties of the Companies set
forth  in  the  Credit Agreement and the Security Documents are true and
correct in all material respects.

                                 Dated as of the 17th day of December, 1996.


                                 _____________________________________




                    OFFICER'S CERTIFICATE AS TO
                  NO DEFAULT AND RELATED MATTERS



       I,   James  M.  Beltrame,  as  the  duly elected President and Chief
Operating Officer  of Successories, Inc. (f/k/a Celex  Group,  Inc.),
Celebrating  Excellence, Inc.  and  Successories  of Illinois, Inc.
(collectively, the "Companies"), on behalf of such Companies as such officer,
to induce American National  Bank  and  Trust  Company  of Chicago  ("Bank")
to  extend  financial  accommodations  pursuant  to that certain  Amended
and  Restated  Credit  Agreement (the "Credit Agreement") dated as of
July 31, 1995 as amended by that  certain  First  Amendment  to Credit
Agreement,  dated September 25, 1995, that certain Second Amendment to Credit
Agreement,  dated  February 7, 1996, that certain Third Amendment to Credit
Agreement, dated May  1,  1996,  and  that  certain Waiver No. 9, Consent
No.  1  and  Fourth  Amendment  to  Amended  and  Restated  Credit Agreement,
of even date herewith, in each case among the Companies and Bank do hereby
certify on behalf of the Companies to Bank that, as  of  the date hereof:

             (i) There exists no Default or Event  of  Default  under  the
Credit  Agreement  or the Security Documents (as that term is defined in the
Credit Agreement); and

             (ii)  The  representations and warranties of the Companies set
forth in the Credit Agreement  and the Security Documents are true and
correct in all material respects.

                                 Dated as of the ___ day of December, 1996.


                                 _____________________________________




                         PLEDGE AGREEMENT

                        (Subsidiary Stock)


                                   THIS  PLEDGE   AGREEMENT   dated  as  of
December  __,  1996 (this "Pledge Agreement"), given by Successories,  Inc.
(f/k/a Celex Group,  Inc.),  an  Illinois  corporation  (the "Company"), in
favor  of American National Bank and Trust Company of Chicago,  a  national
banking association (the "Bank").

                       W I T N E S S E T H:

       WHEREAS, the Company has entered into an Amended  and  Restated
Credit  Agreement,  dated  as  of July 31, 1995 (as amended, extended,
modified or supplemented from time to  time, the "Credit Agreement"), with
the Bank pursuant to which the Bank may make loans to the Company; and

       WHEREAS, as a condition  to  the  Bank's advances  to  the  Company
under  the  Credit  Agreement,  the  Company is required,  among  other
things,  to  pledge to the Bank and grant a first-priority security interest
to the Bank  in  and  to  100% of the issued and outstanding capital stock
of, among other things, British Links Acquisition Corp.,  an  Illinois
corporation  and B.L.G.C., Inc., a Texas  corporation (collectively the
"Pledged Subsidiaries"  and  each individually a "Pledged Subsidiary").

        NOW, THEREFORE,  for  value received and pursuant  to  the  Credit
Agreement,  the Company hereby grants  a  first-priority security interest
in and to, and  herewith  delivers  to  the Bank stock certificates
representing, 100% of the issued and outstanding capital stock of the Pledged
Subsidiaries (said shares of stock, together with  any other  shares  and
securities  from  time  to time receivable or otherwise distributed in
respect of or in exchange for  any  or  all  of such shares, being  called
the  "Pledged  Stock"),  to secure, (a) the payment  of  all obligations of
the Company to the Bank for  principal  and interest thereon under  the
Credit Agreement, (b) the Amended and Restated  Revolving  Note, dated as  of
May  1, 1996, in the original principal amount of $2,500,000; (c) the Amended
and  Restated  Term  Note,  dated as of May 1, 1996, in the original
principal  amount  of  $9,000,000; (d)  the  performance  of  the covenants
herein  contained  and  any  monies  expended  by  the  Bank  in connection
therewith;  (e)  the  payment   of   all  obligations  and  the performance
of all covenants of the Company under  the  Credit  Agreement, Collateral
Assignment  of  Partnership  Interest,  dated  as of October 25, 1994,  the
Security  Agreement,  dated as of July 31, 1995, the  Trademark Security
Agreement dated July 31, 1995,  the  Copyright Security Agreement, dated
July  31,  1995 and any other documents, agreements  or  instruments between
the Company and the Bank given in connection therewith; and (f) any and all
other indebtedness,  obligations and liabilities of any kind of the Company
to  the  Bank,  now  or hereafter  existing,  direct  or  indirect
(including, without limitation,  any participation interest acquired by the
bank in any such indebtedness, obligations or liabilities of the Company to
any other person), absolute or contingent, joint and/or several, secured or
unsecured, arising by operation of  law  or otherwise, and whether incurred
by  the  Company as principal, surety, endorser,  guarantor,  accommodation
party or otherwise  (all  of  the  aforesaid  indebtedness, obligations and
liabilities of the Company being herein called  the  "Secured Obligations",
and  all of the documents, agreements and instruments between  the  Company
and the  Bank  evidencing  or  securing  the  repayment  of,  or  otherwise
pertaining to the Secured Obligations being herein collectively called  the
"Operative Documents").

      The   Company   further  represents  and warrants to, and agrees with,
the Bank as follows:

          1. REPRESENTATIONS AND WARRANTIES.  The Company represents and
warrants that the Pledged Stock is represented by the stock certificate or
certificates  described  below, and that such stock certificate or
certificates, accompanied by an instrument of assignment or transfer duly
executed in blank  by  the  Company  as the owner named in such stock
certificate or certificates, have been delivered to the Bank by the Company:

                DESCRIPTION OF STOCK CERTIFICATE

             ______ shares of common stock of British Links Acquisition Corp.
represented  by  certificate  nos. _______________; and  ______  shares  of
common  stock  of  B.L.G.C.,  Inc. represented  by certificate nos.
__________________.  The Company further represents and warrants that the
Pledged  Stock is duly authorized and validly issued, fully paid and
nonassessable and constitutes all  of  the issued and outstanding shares of,
respectively, British  Links Acquisition  Corp. and B.L.G.C., Inc. and that
the Company is the legal and beneficial owner  of  the  Pledged Stock, free
and clear of all liens other than the lien of Bank hereunder,  with  full
right  and  power to deliver, pledge  and assign the Pledged Stock to the
Bank hereunder,  and  that  the pledge of  the  Pledged  Stock pursuant to
this Pledge Agreement creates in favor of the Bank a valid and perfected
first priority security interest in the Pledged Stock enforceable against the
Company and all third parties and securing the payment of the  Secured
Obligations.   Without  limiting  the foregoing,   the   Company   hereby
incorporates  by  reference  all  the representations  and warranties
contained  in  Article  IV  of  the  Credit Agreement.

        2.  TITLE; STOCK RIGHTS, DIVIDENDS, ETC.  The Company will warrant
and defend the Bank's title to the Pledged Stock, and the liens therein
created,  against  all claims of all persons, and will maintain and preserve
such security interest.   It is understood and agreed that the collateral
hereunder  includes  any  stock  rights,  stock  dividends,  liquidating
dividends, new  securities,  payments, distributions and proceeds (including
cash dividends and sale proceeds) and other property to which the Company may
become entitled by reason of the ownership of the Pledged Stock during the
existence of this Pledge Agreement, and any such property received  by  the
Company  shall be held in trust and forthwith delivered to the Bank to be
held hereunder in accordance with the terms of this Pledge Agreement.

        3. REGISTRATION  RIGHTS.   If any Pledged Subsidiary at any time or
from time to time proposes to register any of its securities under the
Securities Act of 1933,  or  any  analogous foreign law, the Company will at
each such time give notice to the Bank of the Pledged Subsidiary's intentions
so to do.  Upon the request of the Bank, given thirty (30) days after receipt
of such notice, the Company will cause all Pledged Stock to be included  in
the registration statement proposed to be filed, all to the extent requisite
to permit the public sale or other public disposition of such Pledged Stock
so registered by the holders thereof.  The costs and expenses of all such
registrations and qualifications under  said  Act or any analogous foreign
law shall be paid by the Company or the Pledged Subsidiary, except that
underwriting discounts and commissions  in  respect  of any Pledged Stock
sold  pursuant  to  any such registration statement shall be borne by the
sellers thereof.  As expeditiously as possible  after  the effective date of
any  such registration statement, the Company will deliver in exchange for
any certificates representing shares of Pledged Stock so registered  pursuant
to  such  registration, which bear any restrictive legend, new Pledged Stock
certificates not bearing such legend or any similar legend.  In the  event
of any such registration, the Company hereby agrees to indemnify and hold
harmless the Bank as pledgee of the Pledged Stock against any  losses,
claims,  damages or liabilities to which the Bank may become subject to the
extent that such losses, claims, damages or liabilities arise out of  or  are
based  upon  any  untrue  statement or alleged untrue statement of any
material fact contained in any such registration statement, and any
preliminary prospectus  or filed prospectus,  or in any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to  state therein a material  fact  or  required  to  be  stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Bank for any legal or other expenses reasonably incurred by the
Bank in connection with investigating or defending any such loss, claim,
damage or liability.  The indemnifications  contained  in  this  paragraph
shall include each person, if any, who controls the Bank.

        4. EVENTS OF DEFAULT; REMEDIES.

          (a)  Upon the occurrence of  any  Event  of  Default  under  the
               Credit  Agreement, the Bank shall have all of the rights and
               remedies provided by law and/or by this Pledge Agreement,
               including but not limited  to all of the rights and remedies
               of a secured party under the Illinois Uniform Commercial Code,
               and the Company hereby authorizes the Bank to sell all or any
               part of the Pledged Stock at public or private sale and to
               apply the proceeds of such sale to the costs and  expenses
               thereof  (including  the reasonable attorneys' fees and
               disbursements incurred by the Bank) and then to the payment of
               the other Secured Obligations as set  forth  below.   Any
               requirement of reasonable notice shall be met if the Bank sends
               such notice to the Company, by registered or certified mail,
               at least  5  days prior to the date of sale, disposition or
               other event giving rise to the required notice.  The Bank may
               be the purchaser at any such  sale.  The Company expressly
               authorizes such sale or sales of the Pledged Stock in advance
               of and to the exclusion of any sale or sales of or other
               realization upon any other collateral securing indebtedness or
               other obligations owed to the Bank.  The Bank shall be under
               no obligation to preserve rights against prior parties.

           (b) The Company hereby waives as to the Bank any  right  of
               subrogation  or  marshalling of such stock and other
               collateral for indebtedness or other obligations owed to the
               Bank.  To this end, the Company hereby expressly agrees that
               any such collateral or other security of the Company or any
               other party which the Bank  may hold, or which may  come  to
               it or its  possession,  may  be  dealt  with  in  all respects
               and particulars as though this Pledge Agreement were not in
               existence.  The Company agrees and acknowledges that because
               of applicable securities laws, the Bank may not be able to
               effect a public sale of the Pledged Stock and sales at a
               private sale may be  on terms less favorable than if such
               securities were sold at a public sale and may be at a price
               less favorable than a public sale.  The  Company  agrees  that
               all  such  private  sales  made  under  the  foregoing
               circumstances  conducted  reasonably  and  in  good faith by
               the Bank shall be deemed to have been made in a commercially
               reasonable manner.

       5. ADDITIONAL  REMEDIES;  IRREVOCABLE  PROXY.

          (a)  Upon the occurrence of any default under the Operative
               Documents, the Bank shall have also the right to vote the
               Pledged Stock on  all  questions  after  giving  notice  to
               the Company  of  its election to exercise such rights.  In the
               absence of any such default, the Company shall have the right
               to vote the Pledged Stock  on all questions, PROVIDED that
               voting by the Company of the Pledged Stock shall be in
               conformity with performance of the obligations of the Company
               under the Operative Documents.  The Pledgor hereby irrevocably
               constitutes American National Bank and Trust Company of
               Chicago  as  its  true  and  lawful  attorney  to  execute a
               voting proxy in respect of the pledged stock of Celex
               Successories Inc.

          (b)  Whenever a default under any Operative  Document has occurred,
               the Bank may transfer into its name, or into the name of its
               nominee or nominees, any or all of the Pledged Stock  and,  as
               provided above, may vote any or all of the Pledged Stock
               (whether or not so transferred) and may otherwise act with
               respect thereto as  though  it  were the outright owner
               thereof, the Company hereby irrevocably constituting and
               appointing the Bank as the proxy and attorney-in-fact  of the
               Company, with full power of substitution, to do so.

          (c)  Following a default under any Operative Document, it is
               acknowledged that  the  Bank may vote the  Pledged  Stock  to
               remove the directors and officers of any Pledged Subsidiary or
               any of them, and to elect new directors  and officers of the
               Pledged Subsidiary,  who  thereafter  shall manage the affairs
               of the Pledged Subsidiary, operate its properties and carry on
               its business and otherwise take any action with  respect  to
               the business, properties and affairs of the Pledged Subsidiary
               which such new directors shall deem necessary or appropriate,
               including,  but  not  limited  to, the maintenance, repair,
               renewal or alteration of any or all of the properties of the
               Pledged Subsidiary, the leasing, subleasing,  sale  or other
               disposition of any or all of such properties, the borrowing of
               money on the credit of the Pledged Subsidiary, and the
               employment  of  attorneys, agents or other  employees  deemed
               by such new directors to be necessary for the proper
               operation, conduct, winding up or liquidation  of  the
               business, properties  and affairs of the Pledged Subsidiary,
               and all revenues from the operation, conduct, winding up or
               liquidation of the business, properties  and  affairs  of  the
               Pledged Subsidiary after the payment of expenses thereof shall
               be applied to the payment of the Secured Obligations.

          (d)  The Company agrees that the proxy granted in this paragraph 5
               is coupled with an interest and is and shall be both valid and
               irrevocable so long as  the  Pledged  Stock is subject to this
               Pledge Agreement.  The Company further acknowledges that the
               term of said proxy may exceed three years from the date hereof.

       6. REMEDIES CUMULATIVE.  No right or  remedy  conferred  upon  or
reserved to the Bank under any Operative  Document  is intended to be
exclusive of any other right or remedy, and every right and remedy  shall  be
cumulative  in addition to every other  right  or  remedy  given  hereunder
or now or hereafter existing under any applicable law.  Every right and
remedy of the Bank under any Operative Document or under  applicable  law
may be exercised from time to time and as often as may be deemed expedient by
the Bank.  To the extent that it lawfully may, the Company  agrees  that  it
will  not at any time insist upon, plead,  or  in  any manner whatever claim
or take any benefit or advantage of any applicable present or future  stay,
extension  or moratorium law, which  may  effect observance or performance of
any provisions of any Operative Document; nor will it claim, take or
insist upon any benefit or advantage  of  any present or future law providing
for the valuation or appraisal of any security for its obligations under any
Operative Document prior  to  any sale or sales thereof which may be made
under or by virtue of any instrument governing the same; nor will it, after
any such sale  or  sales, claim or exercise any right, under any applicable
law to redeem any portion of such security so sold.

     7. EXPENSES.  The Company  agrees  to  pay  and  reimburse the Bank for
and indemnify and hold it harmless against all reasonable costs, expenses,
state, local, federal or foreign taxes  and  fees  (including reasonable
attorneys' fees and disbursements) and any liability incurred in connection
with the administration and enforcement  of  this Pledge Agreement,including
without  limitation the assignment, transfer and delivery of the Pledged
Stock to the Company pursuant  to  paragraph  5.  Such undertaking of the
Company shall survive the termination of this Pledge Agreement.

     8. TERMINATION.  This Pledge Agreement shall terminate upon payment in
full and the performance and satisfaction of all Secured Obligations, and
upon such  termination the Bank shall assign, transfer and deliver without
recourse and without warranty the Pledged Stock to the Company (and any
property  received  in  respect thereof) as has not theretofore been sold or
otherwise applied pursuant to the provisions of this Pledge Agreement.

     9. GOVERNING LAW.  This Pledge Agreement is a contract made under, and
the rights and obligations of the parties hereunder shall be governed by and
construed in accordance with, the laws  of  the  State  of  Illinois
applicable to contracts made and to be performed entirely within such State.
The Company agrees that any legal action or proceeding  with respect to  this
Pledge  Agreement  may  be  brought in any court of the State of Illinois or
in any court of the United States sitting  in Illinois and the Company hereby
submits  to  and accepts generally and unconditionally the jurisdiction of
those courts with respect to its person and property, and irrevocably
consents  to  the service of process in connection with any such action or
proceeding by personal delivery to the Company or by the mailing thereof  by
registered  or  certified  mail, postage prepaid, at the address set forth in
Section 7.2 of the Credit Agreement.

     10. WAIVER  OF  JURY  TRIAL.   THE BANK AND THE COMPANY, AFTER
CONSULTING  OR  HAVING  HAD  THE OPPORTUNITY TO CONSULT WITH COUNSEL,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHT EITHER OF THEM MAY
HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS
PLEDGE AGREEMENT OR ANY  RELATED  INSTRUMENT  OR  AGREEMENT  OR  ANY OF THE
TRANSACTIONS  CONTEMPLATED  BY  THIS  PLEDGE  AGREEMENT  OR ANY COURSE OF
CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)  OR ACTIONS OF EITHER
OF THEM.  NEITHER THE BANK NOR THE COMPANY  SHALL  SEEK  TO  CONSOLIDATE,  BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE  OR  HAS  NOT
BEEN WAIVED.  THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN
ANY RESPECT OR RELINQUISHED BY EITHER THE BANK OR THE  COMPANY  EXCEPT  BY A
WRITTEN INSTRUMENT EXECUTED BY BOTH OF THEM.

     IN  WITNESS  WHEREOF,  the Company has caused this Pledge Agreement to
be duly executed as of the day and year first above written.

                           SUCCESSORIES, INC. (f/k/a Celex Group, Inc.),
                           an Illinois corporation



                           By____________________________
                           Its_________________________




                        SECURITY AGREEMENT



       THIS  SECURITY AGREEMENT,  dated  as  of December __, 1996 (this
"Security Agreement"),  is  entered into by British Links Acquisition Corp.,
an Illinois corporation (the  "Company"), in favor of American National Bank
and Trust Company of Chicago,  a national banking association (the "Bank").

                            WITNESSETH:

       Pursuant  to  that certain  Amended and  Restated  Credit  Agreement,
dated  July  31,  1995,  by   and  among Successories,  Inc.  (f/k/a  Celex
Group,  Inc.)  an Illinois corporation, Successories  of Illinois, Inc., an
Illinois corporation,  and  Celebrating Excellence, Inc.,  an  Illinois
corporation (collectively the "Borrowers") and the Bank (as amended,
extended,  modified  or supplemented from time to time,  the  "Credit
Agreement"),  the  Bank  shall extend  credit  to  the Borrowers for the
Borrowers' general corporate purposes supported by, among other things, the
Company's Guaranty, of even date herewith entered into in favor  of the Bank
(the "Guaranty") the obligations  under  which  Guaranty shall be secured by
all of the Company's personal property.  The Company is desirous  of
granting  to Bank a security interest in all of the Company's personal
property of whatsoever nature.

       To   induce   the  Bank  to  extend credit, from which the Company
benefits, the Company has agreed to grant to the Bank the security interests
hereinafter set forth and to enter into the agreements  hereinafter  set
forth.   Capitalized  terms appearing  herein without definition shall have
the meaning ascribed thereto  in  the  Credit Agreement.

       NOW, THEREFORE, to secure the payment of (a)  all  sums  owing  under
the  Guaranty;  (b)  that certain Amended and Restated  Revolving  Note, in
the original principal amount  of  $2,500,000 dated as of May 1, 1996  and
that certain Amended and Restated Term Note in the original principal amount
of  $9,000,000,  dated as of May 1, 1996, in each case evidencing the
Borrowers' obligations to the Bank for monies lent to  the  Borrowers
(collectively,  as  amended,  extended,   modified   or supplemented  from
time  to time, the "Notes"), (c) the performance of the covenants  herein
contained  and  any  monies  expended  by  the  Bank  in connection
therewith, (d) the payment of all obligations and performance of all
covenants of the  Company  under  any  other  documents,  agreements or
instruments between the Company and the Bank given in connection therewith,
and (e) any and all other indebtedness, obligations and liabilities  of any
kind  of  the  Company  to  the  Bank, now or hereafter existing, direct or
indirect (including without limitation  any participation interest acquired
by the Bank in any such indebtedness, obligations  or  liabilities  of  the
Company to any other person), absolute or contingent, joint and/or several,
secured or unsecured, arising by operation of law or otherwise, and whether
incurred   by  the  Company  as  principal,  surety,  endorser,  guarantor,
accommodation  party  or  otherwise  (all  of  the  aforesaid indebtedness,
obligations and liabilities of the Company being herein called the "Secured
Obligations", and all of the documents, agreements and  instruments between
the  Company  and  the  Bank  evidencing or securing the repayment  of,  or
otherwise pertaining to the Secured  Obligations  being herein collectively
called the "Operative Documents"), for value received  and  pursuant to the
Notes  and  the  Credit  Agreement, the Company hereby grants, assigns  and
transfers to the Bank a first-priority  security  interest  in  and  to the
following  described  property  whether  now owned or existing or hereafter
acquired  or  arising  and  wherever  located  (all   of  which  is  herein
collectively called the "Collateral"):

        All of the Company's  right,  title  and interest  in,  to and under
the following, wherever located, whether now or hereafter acquired or
arising, together with all replacements therefor, and all proceeds (including
insurance proceeds) and products thereof:  all (1) Receivables,
(2) Inventory,  (3) Equipment and (4) Business Records in each case as more
particularly described below:

        The  term  "Receivables"  means  all the following classifications of
collateral (as the following terms are defined in  the  Illinois Uniform
Commercial Code as such Code is in effect on  the date hereof)  of  the
Company,  whether  now  existing  or  arising in the future:    accounts,
general   intangibles,   chattel  paper,  documents, instruments (including
without limitation all contract rights, all accounts receivable, all monies
and claims for money due or  to  become due Company, and  all  other
obligations of any kind at any time owing to  Company,  and further including
without  limitation  all  state and federal tax refunds, pension  refunds,
deposit accounts, all franchises,  patents,  trademarks, service marks, trade
names  and copyrights, all royalties or like payments pursuant thereto, all
licenses  thereof  and  the goodwill related thereto, the Company's interest
in any lease of real or  personal  property, and all proceeds of insurance
applicable to any of the foregoing) and  all proceeds of  the  foregoing, as
well as all security which Company has for   any  of these Receivables,  and
all  of  Company's  rights  to  any goods or other property sold or leased
which may be represented by such Receivables.

      The term "Inventory" means all inventory as  that term is defined in
the Illinois Uniform Commercial  Code  as  such Code  is  in  effect on the
date hereof, including, without limitation, all goods intended  for sale or
lease by Company, or to be furnished by Company under contracts of  sale  or
service, all raw materials, goods in process, finished goods, materials and
supplies  of  every nature used or useable in connection with the
manufacture, packing, shipping,  advertising,  selling, leasing  or
furnishing of such goods, and shall also include all documents evidencing or
representing  the same, and all proceeds of such collateral.  Bank's security
interest in Inventory  will  continue through all stages of manufacture  and
will, without further act, attach  to  raw  materials,  to goods in process,
to  the  finished  goods,  to  the  Receivables or other proceeds resulting
from the sale or other disposition of  Inventory, to all such  Inventory  as
may be returned to Company by its customers,  and  all proceeds of insurance
arising from loss or damage to any Inventory.

      The    term    "Equipment"   means   all equipment,  fixtures,
chattels,  machinery, furniture  and  like  personal property owned by
Company, now or in  the  future,  bought  for  or used by Company  in
Company's business, or in which Company obtains rights  of  any kind,
including  rights  under  any  lease, whether a true lease or a lease
intended as security, and wherever such  collateral  is  located, including
without  limitation  all  such  collateral  located.   The  Equipment  also
includes,  but  is  not  limited  to, all accessories, machinery parts  and
appurtenances attached, kept, used  or  intended for use in connection with
any equipment and fixtures and all apparatus,  tools,  supplies, materials,
blue prints, books, records and plans.

      The term "Business Records" means all of Company's books of accounts,
ledgers, computer software, computer printouts and other computerized records
and cabinets in which there are reflected or maintained the Receivables or
Inventory in which the Bank  has  a  security interest,  or  which  relate
to  any other security the Bank may hold from Company and all supporting
evidence and documents relating to such security in the form of written
applications,  credit  information,  account  cards, payment  records,
correspondence,  delivery and installation certificates, invoice  copies,
delivery  receipts,  notes   and   other   evidences   of indebtedness,
insurance certificates and the like.

      11.  REPRESENTATIONS,  WARRANTIES,  COVENANTS AND  AGREEMENTS.  The
Company further represents, warrants, covenants,  and agrees with the Bank as
follows:

           a)   OWNERSHIP  OF  COLLATERAL;  SECURITY  INTEREST  PRIORITY  At
                the time any Collateral becomes subject to a security
                interest of the Bank hereunder, unless the Bank shall
                otherwise consent,  the  Company shall be deemed to have
                represented and warranted that (i) the Company is the lawful
                owner of such Collateral and has the right and authority to
                subject the same to the security interest of the Bank; (ii)
                except as expressly permitted by the Credit Agreement,  none
                of  the  Collateral is subject  to  any  lien  other  than
                that  in  favor  of  the Bank and there is no effective
                financing statement covering any of the Collateral on file in
                any public office, other than in favor  of  the  Bank.  This
                Security Agreement creates in favor of the Bank a valid and
                perfected first-priority security interest in the Collateral
                enforceable  against  the  Company  and all third parties and
                securing  the  payment of the Secured Obligations and all
                filings and other actions necessary or desirable to  create,
                preserve  or perfect such security interests have been duly
                taken.

           b)   FINANCIAL  STATEMENTS.   All  financial  statements,  balance
                sheets, earning statements and valuations of Collateral and
                other financial data which have been furnished in connection
                herewith do fairly represent the financial condition of
                Company and the value of the Collateral at the time of any
                disbursement hereunder.

           c)   LOCATION OF OFFICES AND COLLATERAL.  The Company's chief
                executive office and chief place of business and the office
                where the Company keeps its records concerning its accounts,
                contract rights,  chattel  paper,  instruments, general
                intangibles  and  other  obligations  arising  out of or in
                connection with the sale or lease of goods or the rendering
                of services or otherwise ("Receivables"), and all originals
                of  all  Leases  and  other  chattel paper which evidence
                Receivables, are located in the State of Illinois, County of
                DuPage at 919 Springer Drive, Lombard, Illinois  60148.   The
                Company  will provide the Bank with prior written notice of
                any proposed change in the location of its chief executive
                office and will not change the location of its chief
                executive office without the prior written consent of the
                Bank.  The Company's only other offices and facilities are at
                the  locations set forth in Schedule 1(d)(i) hereto.  The
                Company will provide the Bank with prior written notice of
                any  change  in the locations of its other offices and the
                facilities.  The tax identification number of the Company is
                _________________.  The name of the  Company is British Links
                Acquisition Corp., and the Company operates under no other
                names.  The Company shall not change its name without  the
                prior  written  consent of the Bank, except that the Company
                may change its name to "British Links Golf Classics, Inc."
                with ten (10) days advance written  notice to the Bank and
                shall promptly furnish the Bank with a copy of the amendment
                to the Company's Articles of Incorporation related  to  such
                name change, certified by the Secretary of State of Illinois.
                All Collateral consisting of inventory is, and will be,
                located at the  locations  listed  on  Schedule  1(d)(ii)
                hereto, and at no other locations without the prior written
                consent of the Bank.  All Collateral consisting of fixtures,
                machinery  or  equipment,  is,  and  will be, located  at
                the  locations listed on Schedule 1(d)(iii) hereto, and at no
                other locations without the prior written consent of  the
                Bank.  If the Collateral  described  in  clauses  (ii)  or
                (iii) is kept at leased locations or warehoused, the Company
                has obtained appropriate landlord's lien waivers or
                appropriate warehousemen's  notices  have  been  sent,  each
                satisfactory to the Bank, unless waived by the Bank.

           d)   LIENS, ETC.  Except as expressly permitted by the Credit
                Agreement,  the  Company will keep the  Collateral free at
                all times from any and all liens, security interests or
                encumbrances (including, without limitation,  liens, security
                interests and encumbrances junior to the Bank) other than
                those consented to in writing by the Bank.  The Company will
                not, without the prior written consent of the Bank, sell or
                lease, or permit or suffer to be sold or leased, any of the
                Collateral except inventory  sold  in  the ordinary course of
                the Company's business.  The Bank, its agents or attorneys
                may at any and all reasonable times inspect the Collateral
                and  for  such purpose may enter upon any and all premises
                where the Collateral is or might be kept or located.

           e)   INSURANCE.   The  Company shall require that all tangible
                Collateral be insured at all times against loss by theft,
                fire and other casualties.  Said insurance shall be issued by
                a company satisfactory to the Bank and shall be in amounts
                sufficient to protect the Bank against any and all  loss  or
                damage  to  the  Collateral.   The policy or policies which
                evidence said insurance shall be delivered to the Bank, shall
                contain a loss payable clause in favor of the  Bank,  shall
                name  the Bank  as  an  additional insured, as its interest
                may appear, shall not permit amendment, cancellation or
                termination without giving the Bank at least  30  days  prior
                written  notice  thereof, and shall otherwise be in form and
                substance satisfactory to the Bank.  Reimbursement under any
                liability insurance maintained  by  the  Company pursuant to
                this paragraph 1(e) may be paid directly to the person who
                shall have incurred liability covered by such insurance.
                In case of any loss involving loss to tangible Collateral when
                the next succeeding sentence is not applicable, the Company
                shall make  or cause to be made the necessary repairs to or
                replacements of such tangible Collateral and any proceeds of
                insurance maintained by the Company pursuant to this
                paragraph 1(e) shall be paid to the Company as reimbursement
                for the costs of such repairs or replacements.   Upon  the
                occurrence and during the continuance of an Event of Default
                or the actual or constructive total loss of any tangible
                Collateral, all  insurance  payments  in  respect  of such
                tangible Collateral shall be paid to and applied by the Bank
                as specified in paragraph 3.

           f)   TAXES,  ETC.   The  Company  will  pay  promptly,  and within
                the time that they can be paid without interest or penalty,
                any taxes, assessments and similar imposts and charges, not
                being  contested  in  good faith, which are now or hereafter
                may become a lien, charge or encumbrance upon any of the
                Collateral.  If the Company fails to pay  any  such taxes,
                assessments  or  other  imposts  or charges in accordance
                with this Section, the Bank shall have the option to do so
                and the Company agrees to repay forthwith all amounts  so
                expended  by  the  Bank  with  interest  at the rate provided
                for in the Notes on overdue principal.   The  Bank,  in
                making any payment hereby authorized relating to the
                Collateral,  taxes  and  assessments  thereon,  the
                Equipment, and/or any encumbrance  or  lien, may make such
                payment according to any bill, statement or estimate without
                inquiry into the validity of any such tax, assessment,  sale,
                forfeiture,  tax  lien, title or claim thereof, validity or
                amount of any claim or lien which may be asserted and, in
                connection with the rental, operation  or  management  of
                the  Collateral or the payment of such costs and expenses,
                may do so in such amounts and to such persons as Bank may
                deem appropriate and may  enter  into  such  contracts
                therefor as it may deem appropriate or may perform the same
                itself.

           g)   FURTHER  ASSURANCES.  The Company will do all acts and things
                and will execute all financing statements and writings
                requested by the Bank to establish,  maintain  and  continue
                a perfected and valid security interest of the Bank in the
                Collateral, and will promptly on demand pay all reasonable
                costs and expenses  of  filing and recording all instruments,
                including the costs of any searches deemed necessary by the
                Bank to establish and determine the  validity  and  the
                priority of the Bank's security interests.  The Company
                hereby appoints the Bank as its attorney-in-fact for the
                purpose of performing  any  of  the acts required or
                permitted by this Subsection (g), and such power of attorney
                shall be irrevocable and coupled with an interest.

           h)   MAINTENANCE OF TANGIBLE COLLATERAL.  The Company will
                maintain and preserve, or require each lessee  to maintain
                and preserve, the tangible Collateral in the same condition,
                repair and working order as when new, ordinary wear and tear
                excepted,  and in accordance with any manufacturer's manual,
                and shall forthwith, or, in the case of any loss or damage to
                any of the tangible Collateral  as  quickly  as  practicable
                after  the  occurrence  thereof, make or cause to be made all
                repairs, replacements, and other improvements made in
                connection therewith which are necessary or desirable to such
                end.

           i)   SPECIAL RIGHTS REGARDING ACCOUNTS RECEIVABLE.   Upon  an
                occurrence of an event of default, the Bank or any of its
                agents may, at any time from time to time in its sole
                discretion, notify the  Company's  account  debtors  of the
                security  interest  of the Bank in the Collateral and/or
                direct such account debtors that all payments in connection
                with  such Leases and the Collateral  be  made  directly  to
                the  Bank  in  the Bank's name.  As used herein, the term
                "account debtors" shall include, without limitation, any
                customer, franchisee, or any lessee  under  any  lease.   If
                the  Bank  or any of its agents shall collect such
                obligations directly from the Company's account debtors, the
                Bank or any of its agents shall have  the right to resolve
                any disputes relating to account receivable directly with the
                Company's account debtors in such manner and on such terms as
                the Bank or  any  of  its  agents  shall deem appropriate.
                The Company directs and authorizes any and all of its present
                and future  account debtors to comply with requests  for
                information from the Bank, the Bank's designees and agents
                and/or auditors, relating to any and all business
                transactions between  the Company and the Company's account
                debtors.  The Company further directs and authorizes all of
                its account debtors upon receiving a  notice  or  request
                sent by the Bank or the Bank's agents or designees to pay
                directly to the Bank any and all sums of money or proceeds
                now or hereafter  owing  by  the  Company's  account debtors
                to the Company, and any such payment shall act as a discharge
                of any debt of such account debtor to the Company in the same
                manner  as if such payment had been made  directly  to  the
                Company.   The  Company  agrees to take any and all action as
                the Bank may request to assist  the  Bank  in exercising the
                rights described in this Section.  The  Bank  shall have the
                right, but not the duty to lease, operate and manage the
                Equipment and any accessories thereon and pay operating costs
                and  expenses, including management fees, of every kind and
                nature in connection therewith, so that the Equipment shall
                be operational and usable for its intended purposes.

     12.  EVENTS OF DEFAULT.  An event of default hereunder shall include the
occurrence of any of:

          a)    The  occurrence of any Event of  Default  under  the
                Guaranty,  the  Notes  or  the  Credit Agreement.

          b)    Material  default  or  breach  by  the  Company  of  any of
                its representations, warranties, covenants or agreements set
                forth herein.

          c)    The entry or execution of a levy, by execution or other
                legal process, judgment lien or tax lien upon the interest in
                property of the Company or any guarantor of the Secured
                Obligations ("Guarantor") unless contested in good faith by
                appropriate proceedings, the effect of which is to stay
                enforcement thereof.

          d)    The adjudication of the Company or any Guarantor as an
                involuntary bankrupt, or the entry of a  decree  or  order
                approving  as  properly  filed  a  petition  or  answer
                filed against the Company or  any  Guarantor  seeking
                reorganization of the Company or any Guarantor under the
                Federal Bankruptcy Laws  or  any state insolvency or
                bankruptcy law, as now or hereafter amended, if such
                proceeding is instituted against the Company or any Guarantor
                and is being contested by the Company or any Guarantor, as
                the case may be, in good faith by appropriate proceedings,
                such proceedings  shall  remain undismissed or unstayed for a
                period of sixty (60) days.

          e)    The filing of any petition by the Company or any Guarantor to
                declare  the  Company  or  any Guarantor  bankrupt or to
                delay, reduce or modify the Company's or any Guarantor's
                debts or obligations, or seeking or proposing the entry of an
                order for relief under Title 11 of the United States Code, as
                the same may be from time to time amended.

          f)    The  filing of an admission by the Company or any Guarantor
                of the jurisdiction of the Court and the material allegations
                contained in any petition in bankruptcy or any petition
                pursuant to or purporting to be pursuant to the Federal
                Bankruptcy Laws or any state or insolvency  or bankruptcy
                law, as now or hereafter amended or the institution by the
                Company or any Guarantor of any proceedings or his consent to
                the  institution  of  any  proceedings for any relief of such
                party under any bankruptcy  or  insolvency  laws  or  any
                laws  relating to the relief of debtors, readjustment  of
                indebtedness,  reorganization, arrangements, composition or
                extension.

          g)    The execution and delivery by the Company or any Guarantor of
                any assignment for the benefit of creditors or the
                application for a consent to the appointment of a receiver or
                custodian for such party or any of the property of such party.

          h)    The entry  of  a  decree  or order appointing a receiver or
                custodian of the property of the Company or any Guarantor.

    13.   REMEDIES.  Upon the occurrence of any such event of default, the
Bank shall have and may exercise any one or more of the rights and remedies
provided to it under this  Security  Agreement or any of the other Operative
Documents or provided  by  law,  including  but not limited to all of the
rights and remedies of a  secured  party  under  the  Illinois  Uniform
Commercial Code, and the Company  hereby  agrees  to  assemble  the
Collateral  and  make it available to the Bank at a place to be designated by
the Bank which is reasonably convenient to both parties, authorizes the Bank
to take possession of the Collateral with or without demand and with or
without process of law and to sell and dispose of the same  at public or
private sale and to apply the proceeds of such sale to the costs and expenses
thereof (including attorneys' fees and disbursements, incurred by the Bank)
and then to the payment of the indebtedness and satisfaction of other Secured
Obligations.  Any requirement of reasonable notice shall be met if the Bank
sends such notice to the Company, by registered or certified mail, at least
five  (5)  days  prior  to the date of sale, disposition or other event
giving rise to a required notice.  The Bank may be the purchaser at any such
sale.  The Company expressly authorizes such sale or sales of the Collateral
in advance of and to the exclusion of any sale or sales of or other
realization upon any other collateral securing the Secured Obligations.  The
Bank shall have no obligation to preserve rights against  prior parties. The
Company hereby waives as to the Bank any right of subrogation or marshalling
of such Collateral and any other collateral for the Secured Obligations.  To
this end, the Company hereby expressly agrees that any such collateral or
other security of the  Company or any  other  party  which  the  Bank may
hold, or which may come to any of them or any of their possession, may be
dealt with in  all respects and particulars as though this Security Agreement
were not in existence.  The parties hereto further agree that public sale
of the Collateral by auction conducted  in  any  county  in which any
Collateral is located or in which the Bank or the Company does business after
advertisement of the time and place thereof  shall, among other manners of
public and private sale, be deemed to be a commercially reasonable
disposition of the Collateral.  The Company  shall  be liable for any
deficiency remaining after disposition of the Collateral.

    14.   SPECIAL REMEDIES CONCERNING CERTAIN COLLATERAL.

          a)   Upon the occurrence of any event of default,  the  Company
               shall,  if requested to do so in writing,  and  to  the extent
               so requested (i) take all reasonable measures to collect and
               enforce payment of all  amounts  due  the Company on account
               of,  in  payment of, or in connection with, any of the
               Collateral, (ii) hold all payments in the form received by
               the Company as trustee for the  Bank,  without  commingling
               with any funds belonging to the Company, and (iii) forthwith
               deliver all such payments to the Bank with endorsement to the
               Bank's order of any checks or similar instruments.

          b)   Upon the  occurrence  of any event of default, the Company
               shall, if requested to do so, and to the extent so requested,
               notify all account debtors and other  persons  with
               obligations  to  the  Company  on  account of or in connection
               with  any of the Collateral of the security interest of the
               Bank in the Collateral and direct such account  debtors  and
               other persons that  all  payments  in  connection  with  the
               Collateral be made directly to the Bank.  The Bank itself may,
               upon the occurrence of an event of default, so notify and
               direct any  such  account  debtor or other person that such
               payments are to be made directly to the Bank.

          c)   Upon  the  occurrence  of any event of default,  for  purposes
               of  assisting  the  Bank  in exercising its rights and
               remedies provided to it under this Security  Agreement, the
               Company (i) hereby irrevocably constitutes and appoints the
               Bank its true and lawful attorney, for it and in its name,
               place  and  stead,  to  collect,  demand, receive, sue for,
               compromise,  and  give  good  and  sufficient  releases  for,
               any monies due or to become due on account of, in payment  of,
               or  in connection with the Collateral, (ii) hereby irrevocably
               authorizes  the  Bank  to  endorse  the name of the Company
               upon any checks, drafts,  or  similar  items which are
               received in payment of, or in connection with any of the
               Collateral,  and  to  do  all  things necessary in order to
               reduce  the  same to money, (iii) with respect to any
               Collateral, hereby irrevocably assents to all extensions
               or postponements of the time of payment  thereof  or any other
               indulgence in connection therewith, to each substitution,
               exchange or release of Collateral, to the addition or release
               of  any  party  primarily  or  secondarily  liable,  to  the
               acceptance of partial payments  thereon  and the settlement,
               compromise or adjustment (including adjustment of insurance
               payments) thereof,  all  in  such manner and at such time  or
               times  as  the Bank shall deem advisable, and (iv) hereby
               irrevocably authorizes the Bank to notify the post office
               authorities to change the address  for delivery of the
               Company's mail to an address designated by the Bank, and the
               Bank may receive, open and dispose of all mail addressed  to
               the  Company  for the purpose of collecting proceeds of
               collateral or other monies that may be applied by the Bank
               against the Secured Obligations and  all  mail  unrelated to
               such collections shall be turned over to the Company by the
               Bank within a reasonable time of receipt of same.
               Notwithstanding  any other provisions of this Security
               Agreement, it is expressly understood and agreed that the Bank
               shall have no duty or obligation  to  make  any demand or to
               make any inquiry as to the nature or sufficiency of any
               payments received by it or to present or file any claim or
               take  any  other action to collect or enforce the payment of
               any amounts due or to become due on account of or in
               connection with any of the Collateral.

     15.  REMEDIES  CUMULATIVE.   No  right  or  remedy  conferred  upon or
reserved to the Bank under  any Operative  Document is intended to be
exclusive of any other right or remedy, and every right and  remedy  shall
be  cumulative  in addition to  every  other  right  or  remedy given
hereunder or now or hereafter existing under any applicable law.  Every right
and remedy of the Bank under any Operative Document or under applicable law
may be exercised from time to time and as is often as may be deemed expedient
by the Bank.  To the extent  that  it  lawfully  may,  the Company agrees
that it will not at any time insist upon, plead, or in any manner whatever
claim or take any benefit or advantage of  any  applicable  present  or
future  stay, extension or moratorium law, which may affect observance or
performance of any provisions of any Operative Document; nor will it  claim,
take or insist  upon any benefit or advantage of any present or future law
providing for the valuation or appraisal of any security for  its obligations
under  any Operative Document prior to any sale or sales thereof which may be
made under or by virtue of any instrument governing the same; nor  will  it,
after any such sale or sales, claim or exercise any right, under any
applicable law to redeem any portion of such security so sold.

    16.   CONDUCT  NO  WAIVER.   No  waiver of default shall be effective
unless in writing executed by the Bank and waiver of any default or
forbearance on the part of the  Bank  in enforcing any of its rights under
this Security Agreement shall not operate as a waiver of any other default or
of the same default on a future occasion or of such right.

    17.   GOVERNING LAW AND JURISDICTION; DEFINITIONS.   This  Security
Agreement is a contract made under, and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with, the
laws of the State of Illinois applicable to contracts made and to be
performed entirely within such State.   The  Company agrees that any legal
action or proceeding against it with respect to any of its obligations under
this Security Agreement may be brought in any state or federal court  located
in  the  State of Illinois, as the Bank in its sole discretion may elect.  By
the execution  and  delivery  of  this Security Agreement, the Company
submits  to and accepts, with regard to any such action or proceeding, for
itself and in respect of its property, generally and unconditionally,  the
jurisdiction  of  those  courts.   The Company waives any claim that the
State of Illinois is not a convenient forum or the proper venue for any such
suit, action or proceeding.   Unless  otherwise  defined herein, terms  used
in  Article  9 of the Uniform Commercial Code in the State of Illinois are
used herein as therein defined on  the  date hereof.  The headings of the
various subdivisions hereof are for convenience of reference only and shall
in no way modify any of the terms or provisions hereof.

    18.   NOTICES.  All notices, demands, requests, consents and other
communications hereunder shall be in writing and shall be delivered  or  sent
to  the  Company at 919 Springer Drive, Lombard, Illinois 60148, Facsimile
(630) 953-0014, Attention:  James Beltrame; to the Bank at American  National
Bank  and Trust Company of Chicago, 33 North LaSalle Street, Chicago,
Illinois, 60690, Facsimile (312) 661-5906; or to such other address as  may
be designated by the Company or the Bank and its counsel by notice to the
other party.  All notices shall be deemed to have been given  at  the  time
of  actual  delivery  thereof  to such address,  or if sent by the Bank to
the Company by certified or registered mail, postage prepaid, to such
address, on the fifth  day after mailing.

     19.   RIGHTS  NOT  CONSTRUED  AS  DUTIES.   The  Bank  neither  assumes
nor  shall it have any duty of performance  or  other responsibility under
any contracts in which the Bank has or obtains a security interest
hereunder.   If  the Company fails to perform  any  agreement  contained
herein,  the  Bank  may  but is in no way obligated to itself perform, or
cause performance of, such agreement, and the expenses of the Bank incurred
in connection  therewith shall be payable by the Company under paragraph 12.
The powers conferred on the Bank hereunder are solely to protect its
interests  in  the  Collateral  and  shall  not impose any duty upon it to
exercise any such powers.  Except for the safe custody of any Collateral in
its possession and accounting for  monies actually received by it hereunder,
the Bank shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.

     20.   AMENDMENTS.   None  of  the  terms  and  provisions of this
Security Agreement may be modified or amended in any way except by an
instrument in writing executed by each of the parties hereto.

     21.   SEVERABILITY.  If any one or more provisions  of  this  Security
Agreement  should  be  invalid, illegal  or  unenforceable  in  any  respect,
the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected, impaired or prejudiced
thereby.

     22.   EXPENSES.

           a)  The  Company  agrees  to  indemnify the Bank from and against
               any and all claims, losses and liabilities growing out of or
               resulting from this Security Agreement  (including, without
               limitation, enforcement of this Security Agreement), except
               claims, losses or liabilities resulting from the Bank's gross
               negligence or willful misconduct.

           b)  The Company will, upon demand, pay to the Bank an amount of
               any and all reasonable expenses, including the reasonable fees
               and disbursements of its counsel and of any experts and
               agents, which the Bank may incur in connection with  (i)  any
               amendment, modification or supplement to this Security
               Agreement, or  any  costs  incurred  by  the  Bank  reasonably
               necessary to  obtain  and  preserve  the  Bank's  perfected
               security  interest  in all Collateral secured hereby, (ii) the
               custody, preservation, use or operation of, or the sale of,
               collection from or other realization  upon,  any  of  the
               Collateral,  (iii) the exercise or enforcement of any of the
               rights of the Bank hereunder, or (iv) the failure of the
               Company to perform or observe  any of the  provisions  hereof.
               The Company will reimburse the Bank for all expenses,
               including attorneys' fees and disbursements incurred by the
               Bank in seeking  to  collect  the  indebtedness  and  other
               obligations  secured  hereby  or  any part thereof, in
               enforcing performance of the Company's obligations under the
               Operative Documents, in defending the Bank's security
               interests and the priority thereof, or in pursuing any of the
               Bank's rights or remedies hereunder or under the Operative
               Documents.

     23.   SUCCESSORS AND ASSIGNS; TERMINATION.  This Security Agreement
shall create  a continuing security interest  in  the  Collateral  and  shall
(a)  remain  in  full force and effect until full payment and performance of
the  Secured Obligations (b) be binding upon the Company, its successors and
assigns and (c) inure, together with the rights and remedies of the Bank
hereunder, to the benefit of the Bank and its successors, transferees  and
assigns.   Upon the full payment and performance of the Secured Obligations
the security interests granted hereby shall terminate and all rights  to  the
Collateral shall revert to the Company.  Upon any such termination, the Bank
will, at the Company's expense, execute and deliver to  the  Company such
documents as the Company shall reasonably request to evidence such
termination.

     24.   WAIVER OF JURY TRIAL.  THE BANK AND THE COMPANY, AFTER CONSULTING
OR HAVING  HAD  THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY  JURY IN ANY LITIGATION  BASED  UPON  OR ARISING OUT OF THIS
SECURITY AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS SECURITY AGREEMENT OR ANY COURSE OF
CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER
OF THEM.  NEITHER THE BANK  NOR THE COMPANY SHALL SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY  OTHER  ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED.  THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN
ANY RESPECT  OR  RELINQUISHED  BY  EITHER  THE  BANK  OR  THE COMPANY EXCEPT
BY A WRITTEN INSTRUMENT EXECUTED BY BOTH OF THEM.

     IN WITNESS WHEREOF, the Company has caused this Security  Agreement to
be duly executed as of the day and year first set forth above.

                                        BRITISH LINKS ACQUISITION CORP.


                                        By:____________________________
                                        Its:___________________________



AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO


By:____________________________
Its:___________________________


              SCHEDULE 1(d)(i) TO SECURITY AGREEMENT


            LIST OF OTHER OFFICE AND FACILITY LOCATIONS


Type of Office OR FACILITY

                   ADDRESS

         CITY COUNTY STATE




              SCHEDULE 1(d)(ii) TO SECURITY AGREEMENT


                    LIST OF INVENTORY LOCATIONS



If Leased or Warehoused,
Name and Address of


ADDRESS

CITY

COUNTY

STATE

LESSOR/WAREHOUSEMAN






             SCHEDULE 1(d)(iii) TO SECURITY AGREEMENT

                    List of Fixtures, Machinery
                      AND EQUIPMENT LOCATIONS


Legal Description,
Record Owner and
Tax Parcel No. (if
fixtures are at THIS LOCATION)


ADDRESS

CITY

COUNTY

STATE






                        SECURITY AGREEMENT



       THIS  SECURITY  AGREEMENT,  dated  as of December  ___,  1996  (this
"Security  Agreement"),  is  entered  into  by B.L.G.C.,  Inc., a Texas
corporation, (the "Company"), in favor of American National Bank  and Trust
Company of Chicago, a national banking association (the "Bank").

                            WITNESSETH:

       Pursuant  to  that  certain Amended and   Restated  Credit  Agreement,
dated  July  31,  1995,  by  and  among Successories,  Inc.  (f/k/a  Celex
Group,  Inc.)  an Illinois corporation, Successories  of Illinois, Inc., an
Illinois corporation,  and  Celebrating Excellence, Inc.,  an  Illinois
corporation (collectively the "Borrowers") and the Bank (as amended,
extended,  modified  or supplemented from time to time,  the  "Credit
Agreement"),  the  Bank  shall extend  credit  to  the Borrowers for the
Borrowers' general corporate purposes supported by, among other things, the
Company's Guaranty, of even date herewith entered into in favor  of the Bank
(the "Guaranty") the obligations  under  which  Guaranty shall be secured by
all of the Company's personal property.  The Company is desirous  of
granting  to Bank a security interest in all of the Company's personal
property of whatsoever nature.

       To   induce   the  Bank  to  extend credit, from which the Company
benefits, the Company has agreed to grant to the Bank the security interests
hereinafter set forth and to enter into the agreements  hereinafter  set
forth.   Capitalized  terms appearing  herein without definition shall have
the meaning ascribed thereto  in  the  Credit Agreement.

25.    NOW, THEREFORE, to secure the payment of (a)  all  sums  owing  under
the  Guaranty;  (b)  that certain Amended and Restated  Revolving  Note, in
the original principal amount  of  $2,500,000 dated as of May 1, 1996  and
that certain Amended and Restated Term Note in the original principal amount
of  $9,000,000,  dated as of May 1, 1996, in each case evidencing the
Borrowers' obligations to the Bank for monies lent to  the  Borrowers
(collectively,  as  amended,  extended,   modified   or supplemented  from
time  to time, the "Notes"), (c) the performance of the covenants  herein
contained  and  any  monies  expended  by  the  Bank  in connection
therewith, (d) the payment of all obligations and performance of all
covenants of the  Company  under  any  other  documents,  agreements or
instruments between the Company and the Bank given in connection therewith,
and (e) any and all other indebtedness, obligations and liabilities  of any
kind  of  the  Company  to  the  Bank, now or hereafter existing, direct or
indirect (including without limitation  any participation interest acquired
by the Bank in any such indebtedness, obligations  or  liabilities  of  the
Company to any other person), absolute or contingent, joint and/or several,
secured or unsecured, arising by operation of law or otherwise, and whether
incurred   by  the  Company  as  principal,  surety,  endorser,  guarantor,
accommodation  party  or  otherwise  (all  of  the  aforesaid indebtedness,
obligations and liabilities of the Company being herein called the "Secured
Obligations", and all of the documents, agreements and  instruments between
the  Company  and  the  Bank  evidencing or securing the repayment  of,  or
otherwise pertaining to the Secured  Obligations  being herein collectively
called the "Operative Documents"), for value received  and  pursuant to the
Notes  and  the  Credit  Agreement, the Company hereby grants, assigns  and
transfers to the Bank a first-priority  security  interest  in  and  to the
following  described  property  whether  now owned or existing or hereafter
acquired  or  arising  and  wherever  located  (all   of  which  is  herein
collectively called the "Collateral"):

      All of the Company's  right,  title  and interest  in,  to and under
the following, wherever located, whether now or hereafter acquired or
arising, together with all replacements therefor, and all proceeds (including
insurance proceeds) and products thereof:  all (1) Receivables, (2)
Inventory,  (3) Equipment and (4) Business Records in each case as more
particularly described below:

      The  term  "Receivables"  means  all the following classifications of
collateral (as the following terms are defined in  the  Illinois Uniform
Commercial Code as such Code is in effect on  the date hereof)  of  the
Company,  whether  now  existing  or  arising in the future:    accounts,
general   intangibles,   chattel  paper,  documents, instruments (including
without limitation all contract rights, all accounts receivable, all monies
and claims for money due or  to  become due Company, and  all  other
obligations of any kind at any time owing to  Company,  and further including
without  limitation  all  state and federal tax refunds, pension  refunds,
deposit accounts, all franchises,  patents,  trademarks, service marks, trade
names  and copyrights, all royalties or like payments pursuant thereto, all
licenses  thereof  and  the goodwill related thereto, the Company's interest
in any lease of real or  personal  property, and all proceeds of insurance
applicable to any of the foregoing) and  all proceeds of  the  foregoing, as
well as all security which Company has for   any  of these Receivables,  and
all  of  Company's  rights  to  any goods or other property sold or leased
which may be represented by such Receivables.

     The term "Inventory" means all inventory as  that term is defined in the
Illinois Uniform Commercial  Code  as  such Code  is  in  effect on the date
hereof, including, without limitation, all goods intended  for sale or lease
by Company, or to be furnished by Company under contracts of  sale  or
service, all raw materials, goods in process, finished goods, materials and
supplies  of  every nature used or useable in connection with the
manufacture, packing, shipping,  advertising,  selling, leasing  or
furnishing of such goods, and shall also include all documents evidencing or
representing  the same, and all proceeds of such collateral. Bank's security
interest in Inventory  will  continue through all stages of manufacture  and
will, without further act, attach  to  raw  materials,  to goods in process,
to  the  finished  goods,  to  the  Receivables or other proceeds resulting
from the sale or other disposition of  Inventory, to all such  Inventory  as
may be returned to Company by its customers,  and  all proceeds of insurance
arising from loss or damage to any Inventory.

     The    term    "Equipment"   means   all equipment,  fixtures,
chattels,  machinery, furniture  and  like  personal property owned by
Company, now or in  the  future,  bought  for  or used by Company  in
Company's business, or in which Company obtains rights  of  any kind,
including  rights  under  any  lease, whether a true lease or a lease
intended as security, and wherever such  collateral  is  located, including
without  limitation  all  such  collateral  located.   The  Equipment  also
includes,  but  is  not  limited  to, all accessories, machinery parts  and
appurtenances attached, kept, used  or  intended for use in connection with
any equipment and fixtures and all apparatus,  tools,  supplies, materials,
blue prints, books, records and plans.

    The term "Business Records" means all of Company's books of accounts,
ledgers, computer software, computer printouts and other computerized records
and cabinets in which there are reflected or maintained the Receivables or
Inventory in which the Bank  has  a  security interest,  or  which  relate
to  any other security the Bank may hold from Company and all supporting
evidence and documents relating to such security in the form of written
applications,  credit  information,  account  cards, payment  records,
correspondence,  delivery and installation certificates, invoice  copies,
delivery  receipts,  notes   and   other   evidences   of indebtedness,
insurance certificates and the like.

       REPRESENTATIONS,  WARRANTIES,  COVENANTS AND  AGREEMENTS.  The Company
further represents, warrants, covenants,  and agrees with the Bank as follows:

           a)   OWNERSHIP  OF  COLLATERAL;  SECURITY  INTEREST  PRIORITY  At
the time any Collateral becomes subject to a security interest of the Bank
hereunder, unless the Bank shall otherwise consent,  the  Company shall be
deemed to have represented and warranted that (i) the Company is the lawful
owner of such Collateral and has the right and authority to subject the same
to the security interest of the Bank; (ii) except as expressly permitted by
the Credit Agreement,  none  of  the  Collateral is subject  to  any  lien
other  than  that  in  favor  of  the Bank and there is no effective
financing statement covering any of the Collateral on file in any public
office, other than in favor  of  the  Bank.  This Security Agreement creates
in favor of the Bank a valid and perfected first-priority security interest
in the Collateral enforceable  against  the  Company  and all third parties
and securing  the  payment of the Secured Obligations and all filings and
other actions necessary or desirable to  create,  preserve  or perfect such
security interests have been duly taken. 

           b)   FINANCIAL  STATEMENTS.   All  financial  statements,  balance
sheets, earning statements and valuations of Collateral and other financial
data which have been furnished in connection herewith do fairly represent the
financial condition of Company and the value of the Collateral at the time of
any disbursement hereunder.

           c)   LOCATION OF OFFICES AND COLLATERAL.  The Company's chief
executive office and chief place of business and the office where the Company
keeps its records concerning its accounts, contract rights,  chattel  paper,
instruments, general  intangibles  and  other  obligations  arising  out of
or in connection with the sale or lease of goods or the rendering  of
services or otherwise ("Receivables"), and all originals  of  all  Leases
and  other  chattel paper which evidence Receivables, are located in the
State of Illinois, County of DuPage at 919 Springer Drive, Lombard, Illinois
60148.   The  Company  will provide the Bank with prior written notice of any
proposed change in the location of its chief executive office and will not
change the location of its chief executive office without the prior written
consent of the Bank.  The Company's only other offices and facilities are at
the  locations set forth in Schedule 1(d)(i) hereto.  The Company will
provide the Bank with prior written notice of any  change  in the locations
of its other offices and the facilities.  The tax identification number of
the Company is _________________.  The name of the  Company is B.L.G.C.,
Inc., and the Company operates under no other names.  The Company shall not
change its name without the prior written  consent  of  the  Bank.   All
Collateral consisting of inventory is, and will be, located at the locations
listed on Schedule 1(d)(ii) hereto, and at no other locations  without  the
prior  written consent of the Bank.  All Collateral consisting of fixtures,
machinery or equipment, is, and will be, located at the locations  listed  on
Schedule  1(d)(iii) hereto, and at no other locations without the prior
written consent of the Bank.  If the Collateral described in clauses (ii)  or
(iii)  is  kept at leased locations  or  warehoused,  the Company has
obtained appropriate landlord's lien waivers or appropriate warehousemen's
notices  have been sent, each satisfactory to the Bank, unless waived by the
Bank.

         d)   LIENS,  ETC.   Except  as expressly permitted by the Credit
Agreement, the Company will keep the Collateral free at all times from any
and all liens, security  interests  or encumbrances (including, without
limitation, liens, security interests and encumbrances junior to the Bank)
other than those consented to in writing by the Bank.  The Company will not,
without the prior written consent of the Bank, sell or lease, or permit or
suffer to be sold or leased, any of the Collateral except inventory sold in
the ordinary course of the Company's business.  The Bank, its  agents  or
attorneys may at any and all reasonable times inspect the Collateral and for
such purpose may enter upon any and all premises where the  Collateral  is
or might be kept or located.

         e)   INSURANCE.  The Company shall require that all tangible
Collateral be insured  at  all times against loss by theft, fire and other
casualties.  Said insurance shall be issued by a company satisfactory to the
Bank and shall be in  amounts  sufficient  to  protect  the  Bank  against
any and all loss or damage to the Collateral.  The policy or policies which
evidence said insurance shall be delivered to the  Bank,  shall  contain  a
loss payable clause in favor of the Bank, shall name the Bank as an
additional insured, as its interest may appear, shall not permit  amendment,
cancellation  or termination without giving the  Bank  at  least 30 days
prior written notice thereof, and shall otherwise be in form and substance
satisfactory  to  the  Bank. Reimbursement under  any  liability  insurance
maintained by the Company pursuant to this paragraph 1(e) may be paid
directly to the person who shall have incurred liability  covered by such
insurance.  In case of any loss involving loss to tangible Collateral when
the next succeeding sentence is not applicable,  the Company shall make or
cause to be made the necessary repairs to or replacements of such tangible
Collateral and any proceeds of insurance maintained by the Company pursuant
to this paragraph 1(e) shall be paid to the Company as reimbursement for the
costs of such  repairs  or  replacements.  Upon the occurrence and during the
continuance of an Event of Default or the actual or constructive total loss
of any tangible  Collateral,  all  insurance  payments  in respect of such
tangible Collateral shall be paid to and applied by the Bank as specified in
paragraph 3.

        f)   TAXES,  ETC.   The  Company  will  pay promptly, and within the
time that they can  be  paid without interest or penalty, any taxes,
assessments and similar imposts and  charges,  not  being contested in good
faith, which are now or hereafter may become a lien, charge or encumbrance
upon any of the Collateral.  If the  Company  fails to pay any such taxes,
assessments or other imposts or charges in accordance with this Section, the
Bank shall have the option to  do  so  and  the Company agrees  to  repay
forthwith  all  amounts  so  expended  by the Bank with interest at the rate
provided for in the Notes on overdue principal.  The Bank, in making any
payment hereby authorized  relating  to  the  Collateral,  taxes  and
assessments  thereon, the Equipment,  and/or any encumbrance or lien, may
make such payment according to any bill, statement or estimate without
inquiry  into the validity  of  any  such  tax, assessment, sale, forfeiture,
tax lien, title or claim thereof, validity or amount of any claim or
lien which may be asserted and,  in  connection  with  the  rental, operation
or management of the Collateral or the payment of such costs and expenses,
may do so in such amounts and to such persons  as  Bank  may  deem
appropriate and may enter into such contracts therefor as it may deem
appropriate or may perform the same itself.

        g)   FURTHER ASSURANCES.  The Company will do all  acts and things
and will execute all financing statements and writings requested by the Bank
to establish, maintain and continue a perfected  and  valid  security
interest of the Bank  in the Collateral, and will promptly on demand pay all
reasonable costs and expenses of filing and recording all  instruments,
including  the  costs  of  any searches deemed necessary by the Bank to
establish and determine the validity and the priority of the Bank's security
interests.   The  Company  hereby appoints the Bank as its attorney-in-fact
for the purpose of performing any of the acts required or permitted by this
Subsection (g), and such power of attorney shall be irrevocable and coupled
with an interest.

        h)   MAINTENANCE OF TANGIBLE COLLATERAL.  The Company will maintain
and preserve, or require each lessee to maintain and preserve, the tangible
Collateral in the same condition, repair and working order as when new,
ordinary wear and tear excepted, and in accordance with any manufacturer's
manual,  and shall forthwith, or, in the case of any loss or damage to
any of the tangible Collateral as quickly as practicable after the occurrence
thereof,  make  or  cause  to  be  made  all repairs, replacements, and other
improvements made in connection therewith which are necessary or desirable to
such end.

        i)   SPECIAL  RIGHTS  REGARDING ACCOUNTS RECEIVABLE.  Upon an
occurrence of an event of  default, the Bank or any of its agents may, at any
time from time to  time  in  its sole discretion, notify the Company's
account debtors  of the security interest of the Bank in the Collateral
and/or direct such account  debtors  that  all  payments in connection with
such Leases  and  the  Collateral  be  made directly to the Bank in the
Bank's name.  As used herein, the term  "account  debtors"  shall include,
without limitation, any customer,  franchisee,  or  any  lessee  under  any
lease.  If the Bank or any of its agents shall collect such obligations
directly from the Company's account debtors, the Bank or any of  its agents
shall have the right to resolve any disputes relating to account receivable
directly with the Company's account debtors in such manner and on such terms
as the Bank or any of its agents shall deem appropriate.  The Company directs
and authorizes any and all  of  its  present  and  future  account debtors to
comply with requests for information from the Bank, the Bank's designees and
agents and/or auditors, relating to any  and all  business transactions
between the Company and the Company's account debtors.  The Company further
directs and authorizes all of its account  debtors  upon  receiving  a notice
or request sent by the Bank or the Bank's agents or designees to pay directly
to the Bank any and all sums of money or proceeds  now  or  hereafter  owing
by the Company's account debtors to the Company, and any such payment shall
act as a discharge of any debt of such account debtor to the  Company  in
the same manner as if such payment had been made  directly  to  the  Company.
The Company agrees to take any and all action as the Bank may  request  to
assist  the  Bank  in exercising the rights described  in  this Section.  The
Bank shall have the right, but not the duty to lease, operate and manage the
Equipment and any accessories thereon  and  pay operating costs and expenses,
including management fees, of every kind and nature in connection therewith,
so that the Equipment shall be operational and usable for its intended
purposes.

     26.   EVENTS OF DEFAULT.  An event of default hereunder shall include
the occurrence of any of:

           a)   The occurrence  of  any  Event  of  Default  under  the
                Guaranty,  the  Notes or the Credit Agreement.

           b)   Material  default  or  breach  by  the  Company  of  any of
                its representations, warranties, covenants or agreements set
                forth herein.

           c)   The entry or execution of a levy, by execution or other
                legal process, judgment lien or tax lien upon the interest
                in property of the Company or any guarantor of the Secured
                Obligations ("Guarantor") unless contested in good faith by
                appropriate proceedings, the effect of which is to stay
                enforcement thereof.

           d)   The adjudication of the Company or any Guarantor as an
                involuntary bankrupt, or the entry of a  decree  or  order
                approving  as  properly  filed  a  petition  or  answer
                filed against the Company or  any  Guarantor  seeking
                reorganization of the Company or any Guarantor under the
                Federal Bankruptcy Laws  or  any state insolvency or
                bankruptcy law, as now or hereafter amended, if such
                proceeding is instituted against the Company or any Guarantor
                and is being contested by the Company or any Guarantor, as
                the case may be, in good faith by appropriate proceedings,
                such proceedings  shall  remain undismissed or unstayed
                for a period of sixty (60) days.

           e)   The filing of any petition by the Company or any Guarantor
                to declare  the  Company  or  any Guarantor  bankrupt or to
                delay, reduce or modify the Company's or any Guarantor's
                debts or obligations, or seeking or proposing the entry of
                an order for relief under Title 11 of the United States Code,
                as the same may be from time to time amended.

           f)   The  filing of an admission by the Company or any Guarantor
                of the jurisdiction of the Court and the material allegations
                contained in any petition in bankruptcy or any petition
                pursuant to or purporting to be pursuant to the Federal
                Bankruptcy Laws or any state or insolvency  or bankruptcy
                law, as now or hereafter amended or the institution by the
                Company or any Guarantor of any proceedings or his consent
                to  the  institution  of  any  proceedings for any relief of
                such party under any bankruptcy  or  insolvency  laws  or
                any  laws  relating to the relief of debtors, readjustment
                of  indebtedness,  reorganization, arrangements, composition
                or extension.

           g)   The execution and delivery by the Company or any Guarantor of
                any assignment for the benefit of creditors or the
                application for a consent to the appointment of a receiver or
                custodian for such party or any of the property of such party.

           h)   The entry  of  a  decree  or order appointing a receiver or
                custodian of the property of the Company or any Guarantor.

     27.   REMEDIES.  Upon the occurrence of any such event of default, the
Bank shall have and may exercise any one or more of the rights and remedies
provided to it under this  Security  Agreement or any of the other Operative
Documents or provided  by  law,  including  but not limited to all of the
rights and remedies of a  secured  party  under  the  Illinois  Uniform
Commercial Code, and the Company  hereby  agrees  to  assemble  the
Collateral  and  make it available to the Bank at a place to be designated by
the Bank which is reasonably convenient to both parties, authorizes the Bank
to take possession of the Collateral with or without demand and with or
without process of law and to sell and dispose of the same  at public or
private sale and to apply the proceeds of such sale to the costs and expenses
thereof (including attorneys' fees and disbursements, incurred by the Bank)
and then to the payment of the indebtedness and satisfaction of other Secured
Obligations.  Any requirement of reasonable notice shall be met if the Bank
sends such notice to the Company, by registered or certified mail, at least
five  (5)  days  prior  to the date of sale, disposition or other event
giving rise to a required notice.  The Bank may be the purchaser at any such
sale.  The Company expressly authorizes such sale or sales of the Collateral
in advance of and to the exclusion of any sale or sales of or other
realization upon any other collateral securing the Secured Obligations.  The
Bank shall have no obligation to preserve rights against  prior parties. The
Company hereby waives as to the Bank any right of subrogation or marshalling
of such Collateral and any other collateral for the Secured Obligations.  To
this end, the Company hereby expressly agrees that any such collateral or
other security of the  Company or any  other  party  which  the  Bank may
hold, or which may come to any of them or any of their possession, may be
dealt with in  all respects and particulars as though this Security Agreement
were not in existence.  The parties hereto further agree that public sale of
the Collateral by auction conducted  in  any  county  in which any Collateral
is located or in which the Bank or the Company does business after
advertisement of the time and place thereof  shall, among other manners of
public and private sale, be deemed to be a commercially reasonable
disposition of the Collateral.  The Company  shall  be liable for any
deficiency remaining after disposition of the Collateral.

     28.    SPECIAL REMEDIES CONCERNING CERTAIN COLLATERAL.

            a)   Upon the occurrence of any event of default,  the  Company
                 shall,  if requested to do so in writing,  and  to  the
                 extent so requested (i) take all reasonable measures to
                 collect and enforce payment of all  amounts  due  the
                 Company on account of,  in  payment of, or in connection
                 with, any of the Collateral, (ii) hold all payments in the
                 form received by the Company as trustee for the  Bank,
                 without  commingling with any funds belonging to the
                 Company, and (iii) forthwith deliver all such payments to
                 the Bank with endorsement to the Bank's order of any checks
                 or similar instruments.

            b)   Upon the  occurrence  of any event of default, the Company
                 shall, if requested to do so, and to the extent so
                 requested, notify all account debtors and other  persons
                 with  obligations  to  the  Company  on  account of or in
                 connection  with  any of the Collateral of the security
                 interest of the Bank in the Collateral and direct such
                 account  debtors  and other persons that  all  payments  in
                 connection  with  the Collateral be made directly to the
                 Bank.  The Bank itself may, upon the occurrence of an event
                 of default, so notify and direct any  such  account  debtor
                 or other person that such payments are to be made directly
                 to the Bank.

            c)   Upon  the  occurrence  of any event of default,  for
                 purposes  of  assisting  the  Bank  in exercising its rights
                 and remedies provided to it under this Security  Agreement,
                 the Company (i) hereby irrevocably constitutes and appoints
                 the Bank its true and lawful attorney, for it and in its
                 name,  place  and  stead,  to  collect,  demand, receive,
                 sue for, compromise,  and  give  good  and  sufficient
                 releases  for, any monies due or to become due on account
                 of, in payment  of,  or  in connection with the Collateral,
                 (ii) hereby irrevocably authorizes  the  Bank  to  endorse
                 the name of the Company upon any checks, drafts,  or
                 similar  items which are received in payment of, or in
                 connection with any of the Collateral,  and  to  do  all
                 things necessary in order to reduce  the  same to money,
                 (iii) with respect to any Collateral, hereby irrevocably
                 assents to all extensions or postponements of the time of
                 payment  thereof  or any other indulgence in connection
                 therewith, to each substitution, exchange or release of
                 Collateral, to the addition or release of  any  party
                 primarily  or  secondarily liable,  to  the acceptance of
                 partial payments  thereon  and the settlement, compromise or
                 adjustment (including adjustment of insurance payments)
                 thereof,  all  in  such manner and at such time  or  times
                 as  the Bank shall deem advisable, and (iv) hereby
                 irrevocably authorizes the Bank to notify the post office
                 authorities to change the address  for delivery of the
                 Company's mail to an address designated by the Bank, and
                 the Bank may receive, open and dispose of all mail addressed
                 to  the  Company  for the purpose of collecting proceeds of
                 collateral or other monies that may be applied by the Bank
                 against the Secured Obligations and  all  mail  unrelated to
                 such collections shall be turned over to the Company by the
                 Bank within a reasonable time of receipt of same.
                 Notwithstanding  any other provisions of this Security
                 Agreement, it is expressly understood and agreed that the
                 Bank shall have no duty or obligation  to  make  any demand
                 or to make any inquiry as to the nature or sufficiency of
                 any payments received by it or to present or file any claim
                 or take  any  other action to collect or enforce the payment
                 of any amounts due or to become due on account of or in
                 connection with any of the Collateral.

     29.    REMEDIES  CUMULATIVE.   No  right  or  remedy  conferred  upon or
reserved to the Bank under  any Operative  Document is intended to be
exclusive of any other right or remedy, and every right and  remedy  shall
be  cumulative  in addition to  every  other  right  or  remedy given
hereunder or now or hereafter existing under any applicable law.  Every right
and remedy of the Bank under any Operative Document or under applicable law
may be exercised from time to time and as is often as may be deemed expedient
by the Bank.  To the extent  that  it  lawfully  may,  the Company agrees
that it will not at any time insist upon, plead, or in any manner whatever
claim or take any benefit or advantage of  any  applicable  present  or
future  stay, extension or moratorium law, which may affect observance or
performance of any provisions of any Operative Document; nor will it  claim,
take or insist  upon any benefit or advantage of any present or future law
providing for the valuation or appraisal of any security for  its obligations
under  any Operative Document prior to any sale or sales thereof which may be
made under or by virtue of any instrument governing the same; nor  will  it,
after any such sale or sales, claim or exercise any right, under any
applicable law to redeem any portion of such security so sold.

     30.   CONDUCT  NO  WAIVER.   No  waiver of default shall be effective
unless in writing executed by the Bank and waiver of any default or
forbearance on the part of the  Bank  in enforcing any of its rights under
this Security Agreement shall not operate as a waiver of any other default or
of the same default on a future occasion or of such right.

     31.   GOVERNING LAW AND JURISDICTION; DEFINITIONS.   This  Security
Agreement is a contract made under, and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with, the
laws of the State of Illinois applicable to contracts made and to be
performed entirely within such State.   The  Company agrees that any legal
action or proceeding against it with respect to any of its obligations under
this Security Agreement may be brought in any state or federal court  located
in  the  State of Illinois, as the Bank in its sole discretion may elect.  By
the execution  and  delivery  of  this Security Agreement, the Company
submits  to and accepts, with regard to any such action or proceeding, for
itself and in respect of its property, generally and unconditionally,  the
jurisdiction  of  those  courts.   The Company waives any claim that the
State of Illinois is not a convenient forum or the proper venue for any such
suit, action or proceeding.   Unless  otherwise  defined herein, terms  used
in  Article  9 of the Uniform Commercial Code in the State of Illinois are
used herein as therein defined on  the  date hereof.  The headings of the
various subdivisions hereof are for convenience of reference only and shall
in no way modify any of the terms or provisions hereof.

    32.    NOTICES.  All notices, demands, requests, consents and other
communications hereunder shall be in writing and shall be delivered  or  sent
to  the  Company at 919 Springer Drive, Lombard, Illinois 60148, Facsimile
(630) 953-0014, Attention:  James Beltrame; to the Bank at American  National
Bank  and Trust Company of Chicago, 33 North LaSalle Street, Chicago,
Illinois, 60690, Facsimile (312) 661-5906; or to such other address as  may
be designated by the Company or the Bank and its counsel by notice to the
other party.  All notices shall be deemed to have been given  at  the  time
of  actual  delivery  thereof  to such address,  or if sent by the Bank to
the Company by certified or registered mail, postage prepaid, to such
address, on the fifth  day after mailing.

    33.    RIGHTS  NOT  CONSTRUED  AS  DUTIES.   The  Bank  neither  assumes
nor  shall it have any duty of performance  or  other responsibility under
any contracts in which the Bank has or obtains a security interest
hereunder.   If  the Company fails to perform  any  agreement  contained
herein,  the  Bank  may  but is in no way obligated to itself perform, or
cause performance of, such agreement, and the expenses of the Bank incurred
in connection  therewith shall be payable by the Company under paragraph 12.
The powers conferred on the Bank hereunder are solely to protect its
interests  in  the  Collateral  and  shall  not impose any duty upon it to
exercise any such powers.  Except for the safe custody of any Collateral in
its possession and accounting for  monies actually received by it hereunder,
the Bank shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.

    34.    AMENDMENTS.   None  of  the  terms  and  provisions of this
Security Agreement may be modified or amended in any way except by an
instrument in writing executed by each of the parties hereto.

    35.    SEVERABILITY.  If any one or more provisions  of  this  Security
Agreement  should  be  invalid, illegal  or  unenforceable  in  any  respect,
the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected, impaired or prejudiced
thereby.

    36.    EXPENSES.

           a)  The  Company  agrees  to  indemnify the Bank from and against
               any and all claims, losses and liabilities growing out of or
               resulting from this Security Agreement  (including, without
               limitation, enforcement of this Security Agreement), except
               claims, losses or liabilities resulting from the Bank's gross
               negligence or willful misconduct.

          b)   The Company will, upon demand, pay to the Bank an amount of
               any and all reasonable expenses, including the reasonable fees
               and disbursements of its counsel and of any experts and
               agents, which the Bank may incur in connection with  (i)  any
               amendment, modification or supplement to this Security
               Agreement, or  any  costs  incurred  by  the  Bank  reasonably
               necessary to  obtain  and  preserve  the  Bank's  perfected
               security  interest  in all Collateral secured hereby, (ii) the
               custody, preservation, use or operation of, or the sale of,
               collection from or other realization  upon,  any  of  the
               Collateral,  (iii) the exercise or enforcement of any of the
               rights of the Bank hereunder, or (iv) the failure of the
               Company to perform or observe  any of the  provisions  hereof.
               The Company will reimburse the Bank for all expenses,
               including attorneys' fees and disbursements incurred by the
               Bank in seeking  to  collect  the  indebtedness  and  other
               obligations  secured  hereby  or  any part thereof,
               in enforcing performance of the Company's obligations under
               the Operative Documents, in defending the Bank's security 
               interests and the priority thereof, or in pursuing any of the
               Bank's rights or remedies hereunder or under the Operative
               Documents.

      37.  SUCCESSORS AND ASSIGNS; TERMINATION.  This Security Agreement
shall create  a continuing security interest  in  the  Collateral  and  shall
(a)  remain  in  full force and effect until full payment and performance of
the  Secured Obligations (b) be binding upon the Company, its successors and
assigns and (c) inure, together with the rights and remedies of the Bank
hereunder, to the benefit of the Bank and its successors, transferees  and
assigns.   Upon the full payment and performance of the Secured Obligations
the security interests granted hereby shall terminate and all rights  to  the
Collateral shall revert to the Company.  Upon any such termination, the Bank
will, at the Company's expense, execute and deliver to  the  Company such
documents as the Company shall reasonably request to evidence such
termination.

     38.   WAIVER OF JURY TRIAL.  THE BANK AND THE COMPANY, AFTER CONSULTING
OR HAVING  HAD  THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY  JURY IN ANY LITIGATION  BASED  UPON  OR ARISING OUT OF THIS
SECURITY AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS SECURITY AGREEMENT OR ANY COURSE OF
CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER
OF THEM.  NEITHER THE BANK  NOR THE COMPANY SHALL SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY  OTHER  ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED.  THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN
ANY RESPECT  OR  RELINQUISHED  BY  EITHER  THE  BANK  OR  THE COMPANY EXCEPT
BY A WRITTEN INSTRUMENT EXECUTED BY BOTH OF THEM.

    IN WITNESS WHEREOF, the Company has caused this Security  Agreement to be
duly executed as of the day and year first set forth above.


AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO


By:____________________________
Its:___________________________



B.L.G.C., INC.


By:____________________________
Its:___________________________


              SCHEDULE 1(d)(i) TO SECURITY AGREEMENT


            LIST OF OTHER OFFICE AND FACILITY LOCATIONS


Type of Office
 OR FACILITY

ADDRESS

CITY COUNTY STATE




              SCHEDULE 1(d)(ii) TO SECURITY AGREEMENT


                    LIST OF INVENTORY LOCATIONS



If Leased or
Warehoused, Name
as Address of


ADDRESS

CITY      COUNTY    STATE 

LESSOR/WAREHOUSEMAN





             SCHEDULE 1(d)(iii) TO SECURITY AGREEMENT

                    List of Fixtures, Machinery
                      AND EQUIPMENT LOCATIONS


Legal Description,
Record Owner and
Tax Parcel No. (if
fixtures are at


ADDRESS

CITY      COUNTY    STATE THIS LOCATION)





                                          9


AMENDED AND RESTATED REVOLVING NOTE


$4,000,000                                      December 17, 1996
                                                Chicago, Illinois

FOR VALUE RECEIVED, Successories,  Inc.  (f/k/a  Celex  Group, Inc.), an
Illinois corporation, Celebrating Excellence, Inc., an Illinois corporation,
and Successories of Illinois, Inc., an Illinois corporation (collectively,
the  "Companies" and each individually a "Company"), hereby jointly and
severally promise to pay to  the  order  of  American  National Bank  and
Trust Company of Chicago, successor in interest to NBD Bank, an Illinois
state  banking  corporation (the  "Bank"), at the principal banking office of
the Bank in lawful  money of the  United  States  of  America and
in immediately available funds, the principal  sum  of  Four  Million
Dollars  ($4,000,000),  or  such  lesser principal amount as is advanced  by
the Bank and recorded in the books and records of the Bank, on the
Termination  Date;  and  to pay interest on the unpaid  principal  balance
hereof from time to time outstanding,  in  like money and funds, for the
period  from  the  date hereof until the Revolving Loans evidenced hereby
shall be paid in full, at the rates per annum and on the dates provided in
the Credit Agreement referred to below.

     The Bank is hereby authorized by the Companies  to record on its books
and records, the date, amount and type of each Revolving  Loan,  the amount
of   each  payment  or  prepayment  of  principal  thereon  and  the  other
information  provided  for  in  such books and records, as the case may be,
shall  constitute prima facie evidence  of  the  information  so  recorded,
PROVIDED,  HOWEVER,  that  any  failure  by  the  Bank  to  record any such
information  shall not relieve the Companies of their obligation  to  repay
the outstanding  principal  amount  of  such  Revolving  Loans, all accrued
interest thereon and any amount payable with respect thereto  in accordance
with the terms of this Revolving Note and the Credit Agreement.

     Each  Company  and  each  endorser or guarantor hereof waives  demand,
presentment, protest, diligence, notice of dishonor and any other formality
in connection with this Amended  and  Restated  Revolving Note.  Should the
indebtedness evidenced by this Amended and Restated  Revolving  Note or any
part  thereof  be collected in any proceeding or be placed in the hands  of
attorneys for collection, the Companies agree to jointly and severally pay,
in addition to the  principal,  interest  and  other  sums  due and payable
hereon,  all costs of collecting this Amended and Restated Revolving  Note,
including attorneys' fees and expenses.

     This  Amended  and  Restated  Revolving  Note  evidences  one  or more
Revolving Loans made under an Amended and Restated Credit Agreement,  dated
as  of  July  31,  1995  (as the same may be amended, extended, modified or
supplemented from time to  time,  the "Credit Agreement"), by and among the
Companies and the Bank, to which reference  is  hereby made for a statement
of the circumstances under which this Amended and  Restated  Revolving Note
is  subject  to prepayment and under which its due date may be accelerated.
Capitalized terms  used  but  not  defined  in  this  Amended  and Restated
Revolving Note shall have the respective meanings assigned to them  in  the
Credit Agreement.

     This  Amended  and Restated Revolving Note is secured and supported by
the Security Agreements  and the Security Documents and all other grants of
security or guaranties entered into by the Companies or any other person.

     This Amended and Restated  Revolving  Note  shall amend and restate in
its entirety that certain Amended and Restated Revolving  Note, dated as of
May 1, 1996, in the original principal amount of $2,500,000  payable by the
Companies  to  the  order  of  the  Bank,  and  all  terms, conditions  and
obligations contained therein, and has been entered into in replacement and
substitution  and  not  in  repayment  thereof,  and  all Loans  and  other
obligations contained therein shall continue on the date  hereof, and shall
remain in full force and effect, as re-evidenced hereby.  Nothing contained
herein  shall  be  construed  as  a  novation  of  any such Loans or  other
obligations.

     This Amended and Restated Revolving Note is made  under,  and shall be
governed  by  and  construed in accordance with, the internal laws  of  the
State of Illinois applicable to contracts made and to be performed entirely
within such State and  without giving effect to choice of law principles of
such State.

     NO COMPANY OR ANY ASSIGNEE  OR  SUCCESSOR  OF  A COMPANY, SHALL SEEK A
JURY  TRIAL  IN  ANY  LAWSUIT,  PROCEEDING,  COUNTERCLAIM,   OR  ANY  OTHER
LITIGATION  PROCEDURE  BASED  UPON,  OR  ARISING  OUT  OF THIS AMENDED  AND
RESTATED  REVOLVING NOTE, ANY RELATED INSTRUMENT, OR THE  DEALINGS  OR  THE
RELATIONSHIP  BETWEEN  ANY  COMPANY AND THE BANK.  IF THE SUBJECT MATTER OF
ANY  SUCH  LITIGATION IS ONE IN  WHICH  THE  WAIVER  OF  A  JURY  TRIAL  IS
PROHIBITED,  IF  AT  ALL,  UNDER  THE  CONTROLLING  LAW  OF  THE APPLICABLE
JURISDICTION,  BY  CONSTITUTIONAL  OR STATUTORY PROVISION, NO COMPANY  WILL
PRESENT AS A DEFENSE OR COUNTERCLAIM  IN  SUCH  LITIGATION  ANY CLAIM WHICH
WOULD REDUCE OR OFFSET ANY AMOUNT OR RIGHT CLAIMED UNDER THE  PROVISIONS OF
THIS  AMENDED  AND  RESTATED  REVOLVING  NOTE.   NO  COMPANY  WILL SEEK  TO
CONSOLIDATE  ANY  SUCH  ACTION,  IN WHICH A JURY HAS BEEN WAIVED, WITH  ANY
OTHER ACTION IN WHICH A JURY TRIAL  CANNOT  OR  HAS  NOT  BEEN WAIVED.  THE
PROVISIONS  OF  THIS  AMENDED AND RESTATED REVOLVING NOTE HAVE  BEEN  FULLY
DISCUSSED BY THE PARTIES  TO  THE  CREDIT  AGREEMENT,  AND THESE PROVISIONS
SHALL BE SUBJECT TO NO EXCEPTIONS.  NO PARTY HAS IN ANY  WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS  PARAGRAPH  WILL
NOT  BE  FULLY  ENFORCED  IN  ALL  INSTANCES.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE BANK IN ENTERING  INTO  THE  LOAN  DOCUMENTATION ENTERED
INTO PURSUANT TO THIS AMENDED AND RESTATED REVOLVING NOTE.


                         SUCCESSORIES, INC.,
                         an Illinois corporation


                         By: _____________________________
                         Its: ____________________________


                         CELEBRATING   EXCELLENCE,   INC.,    an   Illinois
                         corporation


                         By: _____________________________
                         Its: ____________________________


                         SUCCESSORIES   OF   ILLINOIS,  INC.,  an  Illinois
                         corporation


                         By: _____________________________
                         Its: ____________________________






AMENDED AND RESTATED TERM NOTE


$4,475,000                                      December 17, 1996
                                                Chicago, Illinois

FOR  VALUE  RECEIVED,  Successories, Inc. (f/k/a  Celex  Group,  Inc.),  an
Illinois corporation, Celebrating Excellence, Inc., an Illinois corporation
and Successories of Illinois,  Inc., an Illinois corporation (collectively,
the "Companies" and each individually  a  "Company"),  hereby  jointly  and
severally  promise  to pay to the order of American National Bank and Trust
Company of Chicago, a  national  banking association, successor in interest
to NBD BANK, an Illinois state banking  corporation  (the  "Bank"),  at its
principal  banking  office  in  Chicago,  Illinois,  in lawful money of the
United States and in immediately available funds, the principal sum of Four
Million  Four  Hundred  Seventy  Five  Thousand  Dollars  ($4,475,000),  in
seventeen   monthly  installments  consisting  of  sixteen  equal   monthly
installments of Ninety Four Thousand Eight Hundred Eight Dollars ($94,808),
which shall be applied first to any interest accrued hereon and then to any
principal balance  hereof commencing January 1, 1997 through  and including
April 1, 1998 and a final payment of the entire remaining principal balance
hereof on May 1, 1998  (the  "Maturity  Date"), when the entire outstanding
principal  amount  of  the  Term Loan evidenced  hereby,  and  all  accrued
interest thereon, shall be due  and  payable;  and  to  pay interest on the
unpaid  principal  balance  hereof from time to time outstanding,  in  like
money and funds, for the period  from  the date hereof until such Term Loan
evidenced hereby shall be paid in full,  at  the rates per annum and on the
dates as provided in the Credit Agreement referred to below.

     The  Bank is hereby authorized by the undersigned  to  record  on  its
books and records,  the  date  and  amount of each payment or prepayment on
this  Amended  and  Restated  Term Note,  which  books  and  records  shall
constitute presumptive evidence  of the information so noted, provided that
failure  by  the  Bank to make any such  notation  shall  not  relieve  the
Companies of their  obligation  to  pay  the  outstanding  principal amount
hereof, all interest thereon and any amount payable with respect  hereto in
accordance with the terms hereof and the Credit Agreement.

     Each  Company,  and  each  endorser or guarantor hereof, hereby waives
presentment,  protest,  diligence,   notice  of  dishonor,  and  any  other
formality in connection with this Amended  and  Restated Term Note.  Should
the indebtedness evidenced by this Amended and Restated  Term  Note  or any
part  thereof  be collected in any proceeding or be placed in the hands  of
attorneys for collection,  the  Companies  agree to pay, in addition to the
principal balance hereof any and all accrued  and  unpaid  interest thereon
and other sums due and payable hereon, all costs of collecting this Amended
and Restated Term Note and realizing upon any security therefor,  including
reasonable attorneys' fees and expenses.

     This  Amended and Restated Term Note evidences a Term Loan made  under
an Amended and  Restated Secured Credit Agreement dated as of July 31, 1995
(as amended, extended,  modified  or supplemented, the "Credit Agreement"),
among the Companies and the Bank, to  which  reference is hereby made for a
statement of the circumstances under which this  Amended  and Restated Term
Note is subject to prepayment and the terms under which it  may  be prepaid
and  under  which its due date may be accelerated.  Capitalized terms  used
but not defined  in  this  Amended  and  Restated  Term Note shall have the
respective meanings assigned to them in the Credit Agreement.

     This Amended and Restated Term Note is secured  and  supported  by the
Security  Agreements  and  the  Security  Documents and all other grants of
security or guaranties entered into by the Companies or any other person.

     This Amended and Restated Term Note shall  amend  and  restate  in its
entirety  that  certain  Term  Note,  dated  May  1,  1996, in the original
principal amount of $9,000,000 payable by the Companies to the order of the
Bank, and all terms, conditions and obligations contained  therein, and has
been  entered  into  in  replacement and substitution and not in  repayment
thereof,  and  all Loans and  other  obligations  contained  therein  shall
continue on the  date  hereof and shall remain in full force and effect, as
re-evidenced hereby.  Nothing  contained  herein  shall  be  construed as a
novation of any such Loans or other obligations.

     This  Amended  and  Restated  Term  Note  is made under, and shall  be
governed by and construed in accordance with, the  laws  of  the  State  of
Illinois  applicable  to contracts made and to be performed entirely within
such State and without  giving  effect  to choice of law principles of such
State.

     NO COMPANY OR ANY ASSIGNEE OR SUCCESSOR  OF  A  COMPANY,  SHALL SEEK A
JURY   TRIAL  IN  ANY  LAWSUIT,  PROCEEDING,  COUNTERCLAIM,  OR  ANY  OTHER
LITIGATION  PROCEDURE  BASED  UPON,  OR  ARISING  OUT  OF  THIS AMENDED AND
RESTATED  TERM  NOTE,  ANY  RELATED  INSTRUMENT,  OR  THE DEALINGS  OR  THE
RELATIONSHIP BETWEEN ANY COMPANY AND THE BANK.  IF THE  SUBJECT  MATTER  OF
ANY  SUCH  LITIGATION  IS  ONE  IN  WHICH  THE  WAIVER  OF  A JURY TRIAL IS
PROHIBITED,  IF  AT  ALL,  UNDER  THE  CONTROLLING  LAW  OF  THE APPLICABLE
JURISDICTION,  BY  CONSTITUTIONAL  OR STATUTORY PROVISION, NO COMPANY  WILL
PRESENT AS A DEFENSE OR COUNTERCLAIM  IN  SUCH  LITIGATION  ANY CLAIM WHICH
WOULD REDUCE OR OFFSET ANY AMOUNT OR RIGHT CLAIMED UNDER THE  PROVISIONS OF
THIS  AMENDED  AND RESTATED TERM NOTE.  NO COMPANY WILL SEEK TO CONSOLIDATE
ANY SUCH ACTION,  IN WHICH A JURY HAS BEEN WAIVED, WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL  CANNOT  OR HAS NOT BEEN WAIVED.  THE PROVISIONS OF THIS
AMENDED AND RESTATED TERM NOTE  HAVE BEEN FULLY DISCUSSED BY THE PARTIES TO
THE  CREDIT  AGREEMENT,  AND  THESE  PROVISIONS  SHALL  BE  SUBJECT  TO  NO
EXCEPTIONS.  NO PARTY HAS IN ANY WAY AGREED  WITH  OR  REPRESENTED  TO  ANY
OTHER  PARTY  THAT  THE  PROVISIONS  OF  THIS  PARAGRAPH  WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
BANK IN ENTERING INTO THE LOAN DOCUMENTATION ENTERED INTO PURSUANT  TO THIS
AMENDED AND RESTATED TERM NOTE.


                              SUCCESSORIES, INC.,
                              an Illinois corporation


                              By: _____________________________
                              Its: ____________________________


                              CELEBRATING EXCELLENCE, INC.,
                              an Illinois corporation


                              By: _____________________________
                              Its: ____________________________


                              SUCCESSORIES OF ILLINOIS, INC.,
                              an Illinois corporation


                              By: _____________________________
                              Its: ____________________________





                        WAIVER NO. 9, CONSENT NO. 1
                                    AND
                        FOURTH AMENDMENT TO AMENDED
                       AND RESTATED CREDIT AGREEMENT


     This  Waiver No. 9, Consent No. 1 and Fourth Amendment to Amended  and
Restated Credit  Agreement  (the  "Amendment") is made as of the ___ day of
December,
1996 by and among Successories, Inc.,  an Illinois corporation (f/k/a Celex
Group,  Inc.)  ("Successories,  Inc."), Celebrating  Excellence,  Inc.,  an
Illinois  corporation  ("Celebrating   Excellence")   and  Successories  of
Illinois,  Inc.,  an  Illinois corporation ("Successories")  (Successories,
Inc.,  Celebrating  Excellence   and   Successories  are  collectively  the
"Companies" and each individually a "Company"),  each  having an address of
919 Springer Drive, Lombard, Illinois 60148 and American  National Bank and
Trust Company of Chicago, a national banking association, assignee  of  NBD
Bank, an Illinois banking corporation (the "Bank"), having an address of 33
North LaSalle Street, Chicago, Illinois 60690.

                           W I T N E S S E T H :

     WHEREAS,  the  Companies  and  the Bank have entered into that certain
Amended and Restated Credit Agreement,  dated  as  of  July  31,  1995  (as
amended,  modified, extended or supplemented from time to time, the "Credit
Agreement");

     WHEREAS,  the  Companies  and  the  Bank  desire  to  amend the Credit
Agreement  in certain respects, waive certain Events of Default  thereunder
and extend certain consents, as provided herein;

     NOW, THEREFORE,  for  good and valuable consideration, the receipt and
adequacy of which is hereby  acknowledged, the undersigned parties agree as
follows:

 I.  DEFINITIONS.

     Capitalized terms used herein  but  not  defined herein shall have the
meaning ascribed thereto in the Credit Agreement, as amended hereby.

II.  AMENDMENTS TO CREDIT AGREEMENT.

     The Credit Agreement is hereby amended as follows:

     a)The  following  new definitions are hereby  added  to  Section  1.1,
appearing in alphabetical order therein, as follows:


          "ELIGIBLE  ACTIVE  RETAIL  INVENTORY"  SHALL  MEAN  ANY  ELIGIBLE
     FINISHED GOODS INVENTORY LOCATED AT SUCCESSORIES' STORES.

          "CONVERTIBLE  PREFERRED  STOCK"  SHALL  MEAN SUCCESSORIES, INC.'S
     CONVERTIBLE PREFERRED STOCK ISSUED ON THE TERMS  SET FORTH IN SCHEDULE
     5.10 HERETO.

        a.The definitions of "Eligible Finished Goods Inventory," "Eligible
Inactive  Inventory",  and  "Eligible  Raw  Materials Inventory"  shall  be
deleted and replaced in their entirety as follows:

          "ELIGIBLE  FINISHED  GOODS INVENTORY"  SHALL  MEAN  ANY  ELIGIBLE
     INVENTORY THAT CONSTITUTES FINISHED GOODS INVENTORY AVAILABLE FOR SALE
     TO  CUSTOMERS  AND  LOCATED AT  A  COMPANY'S  FACILITIES  IN  LOMBARD,
     ILLINOIS.

          "ELIGIBLE INACTIVE  INVENTORY"  SHALL MEAN ANY ELIGIBLE INVENTORY
     LOCATED AT A COMPANY'S FACILITIES  IN  LOMBARD,  ILLINOIS, THE ONGOING
     PRODUCTION  OF  WHICH  HAS  BEEN  DISCONTINUED OR DISCOUNTED,  BUT  IS
     OTHERWISE SALEABLE IN THE ORDINARY COURSE OF BUSINESS.

          "ELIGIBLE  RAW  MATERIALS  INVENTORY"  SHALL  MEAN  ANY  ELIGIBLE
     INVENTORY LOCATED AT A COMPANY'S  FACILITIES IN LOMBARD, ILLINOIS THAT
     IS RAW MATERIALS TO BE USED FOR PRODUCTION OF ANY COMPANY'S INVENTORY.

        a)Section 2.2(a) is amended to add the following line at the bottom
of the table described as "Eligible Inventory" therein:

          ELIGIBLE RETAIL INVENTORY 20%

        b)Page 2 of Exhibit D is deleted  in  its  entirety and replaced by
the  form of Borrowing Base Certificate appearing as  Schedule  I  to  this
Amendment.

         c)Section  5.9  is amended to delete the phrase "which, during the
effectiveness of this Agreement  exceeds, individually on in the aggregate,
$500,000," appearing on the seventh and eighth lines thereof.

        d)Section 5.10 is amended  to  insert  the following phrase between
the word "issued," and the word "and" contained in the fifth line thereof:


     EXCEPT  IF  NO  DEFAULT  OR  EVENT  OF DEFAULT SHALL  HAVE  OCCURRED,
     SUCCESSORIES,  INC.  MAY PAY CASH DIVIDENDS  ON  400  SHARES  OF  THE
     CONVERTIBLE PREFERRED STOCK NOT IN EXCESS OF $105,000 PER ANNUM

        e)Section 5.15 is deleted in its entirety and replaced as follows:

     5.15  INDEBTEDNESS.  (A)  NO  COMPANY  OR ANY SUBSIDIARY SHALL CREATE,
     INCUR, ASSUME OR IN ANY MANNER BECOME LIABLE  IN RESPECT OF, OR SUFFER
     TO EXIST, ANY INDEBTEDNESS OTHER THAN:

          (I)  THE LOANS;

          (II)   THE  INDEBTEDNESS  DESCRIBED IN THE CONSOLIDATED
          FINANCIAL  STATEMENTS  OF SUCCESSORIES,  INC.  AND  ITS
          SUBSIDIARIES AT THE FISCAL YEAR ENDED FEBRUARY 3, 1996,
          HAVING THE SAME TERMS AS  THOSE EXISTING ON THE DATE OF
          THIS AGREEMENT;

          (III)  SUBORDINATED DEBT (AS  THAT  TERM  IS DEFINED IN
          SECTION  5.21(A)  HEREOF) EXISTING ON THE DATE  HEREOF;
          AND

          (IV)  INDEBTEDNESS  IN A PRINCIPAL AMOUNT NOT IN EXCESS
          OF $400,000 SUBORDINATED  IN  RIGHT  OF  PAYMENT TO THE
          BANK, WHICH SHALL (A) PROHIBIT THE HOLDER  THEREOF FROM
          RECEIVING  ANY PAYMENT OF PRINCIPAL THEREON (INCLUDING,
          WITHOUT  LIMITATION,  THE  PAYMENT  OF  PRINCIPAL  UPON
          NORMAL MATURITY  THEREOF)  AT ALL TIMES UNTIL THE LOANS
          HAVE BEEN REPAID IN FULL AND THE COMMITMENT TERMINATED,
          (B) WHICH SHALL, SUBJECT TO  THE  RESTRICTIONS  OF  THE
          FOREGOING  CLAUSE (A) MATURE NOT EARLIER THAN AUGUST 1,
          1997 AND (C)  WHICH  SHALL  PERMIT  PAYMENT OF INTEREST
          THEREON ONLY SO LONG AS NO DEFAULT OR  EVENT OF DEFAULT
          HAS  OCCURRED AND CONTAINING SUCH OTHER TERMS  IN  FORM
          AND SUBSTANCE  SATISFACTORY  TO  THE  BANK  AND  ISSUED
          PURSUANT  TO THE TRANSACTIONS DESCRIBED IN THAT CERTAIN
          AGREEMENT AND  PLAN  OF  MERGER, DATED AS OF OCTOBER 1,
          1996  BY AND AMONG SUCCESSORIES,  INC.,  BRITISH  LINKS
          ACQUISITION   CORP.,   A   WHOLLY-OWNED  SUBSIDIARY  OF
          SUCCESSORIES, INC., BRITISH  LINKS GOLF CLASSICS, INC.,
          DAVID J. HOUSTON AND MICHAEL MCARTHUR  AND THAT CERTAIN
          MERGER AGREEMENT, DATED AS OF OCTOBER 1,  1996,  BY AND
          AMONG  SUCCESSORIES,  INC., B.L.G.C. ACQUISITION CORP.,
          B.L.G.C., INC., DAVID J.  HOUSTON AND MICHAEL MCARTHUR,
          WHEREIN, BY MERGER, BRITISH LINKS ACQUISITION CORP. AND
          B.L.G.C.,  INC.  WHICH, AFTER  GIVING  EFFECT  TO  SUCH
          TRANSACTION, SHALL EACH BE WHOLLY-OWNED SUBSIDIARIES OF
          SUCCESSORIES, INC.  SHALL SUCCEED TO ALL THE ASSETS AND
          BUSINESS   OF,  RESPECTIVELY,    BRITISH   LINKS   GOLF
          CLASSICS, INC.  AND  B.L.G.C., INC. (THE "BRITISH LINKS
          ACQUISITION").

        f)THE COMPANIES ACKNOWLEDGE  THAT NO PAYMENT OF PRINCIPAL IN EXCESS
        OF $300,000 MAY BE MADE ON ANY  SUBORDINATED  DEBT (AS THAT TERM IS
        DEFINED IN SECTION 5.21(A) HEREOF) UNTIL ALL LOANS HAVE BEEN REPAID
        IN FULL AND THE COMMITMENT TERMINATED.

        g)A new Section 5.23 is hereby added, as follows:

          5.23  LOCK BOX.  THE COMPANIES HEREBY RATIFY  AND AFFIRM
          ALL  UNDERTAKINGS DESCRIBED IN THAT CERTAIN DOMINION  OF
          FUNDS AGREEMENT, DATED AS OF JULY 31, 1995, BY AND AMONG
          THE  COMPANIES  AND  THE  BANK.   WITHOUT  LIMITING  THE
          GENERALITY  OF  THE FOREGOING, EACH COMPANY SHALL DIRECT
          ALL CUSTOMERS TO  MAKE  ALL  PAYMENTS  IN CONNECTION ALL
          OBLIGATIONS TO BANK DIRECTLY TO AN ACCOUNT  OR  ACCOUNTS
          MAINTAINED  BY  BANK  TITLED  IN  BANK'S  NAME  (EACH  A
          "COLLECTION  ACCOUNT"),  WHICH  ACCOUNT  SHALL BE A NON-
          INTEREST  BEARING  ACCOUNT  OVER WHICH BANK ALONE  SHALL
          HAVE  THE  POWER  OF APPLICATION  AND  WITHDRAWAL.   THE
          AMOUNTS DEPOSITED IN  SUCH  COLLECTION  ACCOUNT  ARE THE
          SOLE AND EXCLUSIVE PROPERTY OF BANK.  EACH COMPANY SHALL
          (A)  PROMPTLY COLLECT AND ENFORCE PAYMENT OF ALL AMOUNTS
          DUE EACH  COMPANY ON ACCOUNT OF AND IN PAYMENT OF, OR IN
          CONNECTION WITH, ANY OF THE RECEIVABLES OR INVENTORY, OR
          IN CONNECTION  WITH  THE  SALE  OR  LEASE  OF  ANY OTHER
          PROPERTY  OF  ANY  COMPANY  (B) HOLD ALL CHECKS, DRAFTS,
          CASH AND OTHER REMITTANCES IN  PAYMENT  OF OR ON ACCOUNT
          OF ANY OF THE RECEIVABLES OR INVENTORY OR  IN CONNECTION
          WITH  THE  SALE  OR LEASE OF ANY OTHER PROPERTY  OF  ANY
          COMPANY IN THE FORM  RECEIVED BY EACH COMPANY AS TRUSTEE
          FOR THE BANK WITHOUT COMMINGLING WITH ANY OTHER FUNDS OR
          PROPERTY, AND (C) IMMEDIATELY  DELIVER  THE  SAME TO THE
          COLLECTION ACCOUNT (OR PURSUANT TO OTHER INSTRUCTIONS OF
          BANK) WITH ENDORSEMENT TO BANK'S ORDER, ACCOMPANIED BY A
          REMITTANCE  REPORT  IN THE FORM SPECIFIED BY BANK.   ALL
          SUCH  CHECKS, DRAFTS,  CASH  AND  OTHER  REMITTANCES  SO
          RECEIVED  BY  BANK  SHALL  BE CREDITED TO THE COLLECTION
          ACCOUNT AND SHALL BE APPLIED TO THE INDEBTEDNESS AS BANK
          MAY  DETERMINE  IN  ITS SOLE DISCRETION.   EACH  COMPANY
          SHALL DIRECT ALL CUSTOMERS  TO  REMIT  ALL  PAYMENTS  ON
          RECEIVABLES  TO  A  LOCK  BOX, OR LOCK BOXES ESTABLISHED
          WITH BANK (EACH A "LOCK BOX"),  THE  PROCEEDS  OF  WHICH
          SHALL BE DEPOSITED IN A COLLECTION ACCOUNT.

     h)The following sentence is added to the end of Section 5.17:

          ON OR BEFORE MAY 31, 1997, INVENTORY OWNED BY B.L.G.C.,  INC. AND
          BRITISH LINKS ACQUISITION CORP. SHALL BE EITHER KEPT AT THE  SAME
          LOCATIONS  AS  THE  COMPANIES  MAINTAIN INVENTORY IN THE STATE OF
          ILLINOIS OR THE BANK SHALL HAVE  RECEIVED  AN  EXECUTED  LANDLORD
          WAIVER IN THE FORM REQUIRED BY THIS SECTION 5.17 WITH RESPECT  TO
          ANY OTHER LOCATION OR LOCATIONS FOR SUCH INVENTORY.

a.A  new  Schedule  5.10  is  added  to the Credit Agreement in the form of
   Schedule II to this Amendment.

b.By reason of the change of corporate  name  of  "Celex  Group,  Inc."  to
   "Successories,  Inc."  all references to "Celex", "Celex Group, Inc." or
   terms of like import contained  in  the Credit Agreement, the Notes, the
   Security Agreements, Security Documents  or  any  other loan as security
   documents related thereto shall mean and be references  to Successories,
   Inc., an Illinois corporation.  By reason of the purchase  of  the Loans
   by  American  National Bank and Trust Company of Chicago from NBD  Bank,
   all  references  in  the  Credit  Agreement,  the  Notes,  the  Security
   Agreements,  Security  Documents or any other loan or security documents
   related thereto to "NBD  Bank" shall mean and be references to "American
   National Bank and Trust Company of Chicago".


III. WAIVERS

     The Bank hereby waives the  Event  of  Default  arising  under Section
6.1(c)  of  the  Credit  Agreement  arising  solely from the British  Links
Acquisition, in violation of Section 5.9 of the Credit Agreement.

IV.  CONSENTS

     The Bank hereby consents, pursuant to Section  1(d)  of  the  Security
Agreement, dated as of July 31, 1995, by and between Successories, Inc. and
the  Bank,  to  the  change  of  corporate  name  of "Celex Group, Inc." to
"Successories, Inc.".

V.   RATIFICATION AND AFFIRMATION.

     The  Credit  Agreement, as amended hereby, all exhibits,  annexes  and
schedules  thereto,  together  with  all  other  loan  documents,  Security
Agreements  and   Security   Documents  executed  pursuant  to  the  Credit
Agreement, are hereby ratified and affirmed and shall in all other respects
remain in full force and effect.   Except  as  expressly  provided  herein,
nothing  contained in this Amendment shall be construed as a waiver of  any
existing or  hereafter  arising  Default  or  Event of Default and the Bank
reserves all rights and remedies under the Credit  Agreement,  the Security
Agreements, the Security Documents and under applicable law.

VI.  REPRESENTATIONS AND WARRANTIES.

     a)Each Company hereby ratifies and affirms all the representations and
warranties contained in the Credit Agreement as true, complete and accurate
as  of  the  date  of this Amendment.  With respect to representations  and
warranties contained  in  Section  4.11  of  the  Credit  Agreement  as  to
ownership    and   other   matters   pertaining   to   Subsidiaries,   such
representations  and warranties, together with the information contained in
Schedule 4.11 to the  Credit  Agreement,  are  hereby  supplemented  by the
information  pertaining  to  B.L.G.C.,  Inc.  and British Links Acquisition
Corp. contained in Schedule II to this Agreement.

     b)Each Company represents and warrants that  upon  completion  of  the
British Links Acquisition, British Links Acquisition Corp. shall succeed to
all  right,  title  and  interest  in  and  to all assets and properties of
British  Links  Golf  Classics,  Inc.  and  at  such   time  British  Links
Acquisition Corp. and B.L.G.C., Inc. shall collectively own, free and clear
of  any  competing  lien  or  security  interest,  inventory  and  accounts
receivable having a fair saleable value of not less than $300,000,  all  of
which  inventory  shall  be  located  at  and  kept  in  Dallas,  Texas and
Successories,  Inc.  shall  own  all  of the issued and outstanding capital
stock of British Links Acquisition Corp.  and B.L.G.C., Inc. free and clear
of all liens and security interests other than those of the Bank.

     c)Each Company represents and warrants  that  Successories,  Inc.  has
received  $1,580,000  in  consideration  for  the issuance of 400 shares of
Convertible Preferred Stock and such Convertible  Preferred  Stock has been
validly issued, is fully paid and non assessable and has been issued on the
terms described in Schedule III to this Amendment.


VII. CONDITIONS.

     Unless  waived  in  writing  by  the  Bank, the effectiveness of  this
Amendment is conditioned upon:


     d)Each Company's representations and warranties contained herein being
true and correct in all material respects on and as of the date hereof.

     e)This Amendment shall have been executed  and  delivered  by the Bank
and each Company and acknowledged by each Guarantor.

     f)The  Bank  and  its  counsel  shall  have  received  copies  of  all
documentation related to the British Links Acquisition including any merger
agreement   applicable   thereto  and  copies  of  any  notes,  debentures,
subordination agreements or  other  evidence of or agreements governing the
issuance of any Indebtedness pursuant thereto.

     g)Successories,  Inc.  shall  have  entered  into  UCC-3  name  change
amendments giving effect to the change  of  its  corporate name from "Celex
Group, Inc." to "Successories, Inc." and UCC-1 financing  statements having
the  debtor name "Successories, Inc.", in each case which UCC-3  amendments
and UCC-1  financing  statements  shall  be  filed  in  all locations where
financing  statements  presently appear of record against the  name  "Celex
Group,  Inc."  together  with   any  such  additional  jurisdictions  where
Successories, Inc. maintains property or assets.

     h)Each  Company,  together with  Celex  Successories  Inc.,  B.L.G.C.,
Inc.,British Links Acquisition  Corp.,  Arnold  M.  Anderson  and  James M.
Beltrame,  shall  have entered into that certain Fifth General Release,  in
form and substance acceptable to the Bank.

     i)The Companies  shall  have  paid  in  full all legal bills submitted
prior to the date hereof by Dickinson, Wright,  Moon,  Van  Dusen & Freeman
and  McCarthy  Tetrault;  together  with  estimated out-of-pocket  expenses
associated  with  any amendment or assignment  of  any  existing  financing
statements or any new  financing  statement, any amendment or assignment of
the Copyright Security Agreement or  the  Trademark Security Agreement, the
filing  thereof,  and  any UCC searches or any  other  reasonable  expenses
related thereto.

     j)Each of British Links  Acquisition  Corp.  and  B.L.G.C., Inc. shall
have  entered into a Guaranty of all obligations contained  in  the  Credit
Agreement  and  the  Notes,  a  Security  Agreement  securing said Guaranty
granting  a  first priority security interest to the Bank  in  all  of  its
assets and UCC-1  financing statements, filed with the Secretaries of State
of Illinois, Texas  and  such  other  jurisdictions  and  locations  deemed
necessary  by  the  Bank to perfect the Bank's security interest in all the
assets of B.L.G.C., Inc. and British Links Acquisition Corp.; Successories,
Inc. shall have further  entered  into  a Pledge Agreement, in favor of the
Bank, pledging its interest in all the issued and outstanding capital stock
of  B.L.G.C.,  Inc.  and  British Links Acquisition  Corp.,  together  with
necessary stock powers accompanied  by  originals  of  all certificates for
such  pledged  shares  (all  of the foregoing documents described  in  this
Section VII g) are collectively  hereinafter  referred  to  as the "British
Links Security Documents").

     k)Each  Company,  B.L.G.C., Inc., and British Links Acquisition  Corp.
shall have delivered to  the  Bank  a  certificate  of  recent  date of the
appropriate government official certifying as to the corporate existence of
each such Company,  B.L.G.C., Inc. and British Links Acquisition Corp.

     l)Each  Company,  B.L.G.C., Inc., British Links Acquisition Corp.  and
Celex Successories Inc.  shall  have delivered to the Bank a certified copy
of resolutions of the board of directors  of  each Company, B.L.G.C., Inc.,
British Links Acquisition Corp. and Celex Successories Inc. authorizing the
execution  and  delivery of this Amendment or the  British  Links  Security
Documents, as the  case  may  be,  and  all  documentation related thereto,
together with a certificate of the Secretary or Assistant Secretary of each
Company,  B.L.G.C.,  Inc.,  British  Links  Acquisition   Corp.  and  Celex
Successories Inc. certifying the officers of each Company,  B.L.G.C., Inc.,
British  Links Acquisition Corp. and Celex Successories Inc. and  including
the original  signatures of each such officer and certifying that there has
been no amendment to the bylaws or articles/certificate of incorporation of
each such Company and Celex Successories Inc. since May 1, 1996, or if such
amendment has occurred,  attaching  a  copy  of  same  and  certifying  the
accuracy  thereof  and  in  the  case  of  B.L.G.C., Inc. and British Links
Acquisition Corp., certifying and attaching  true  and  complete  copies of
articles of incorporation and bylaws.

     m)The President and Chief Executive Officer of each Company shall have
delivered  an officer's certificate to the Bank certifying the accuracy  of
all the representations and warranties contained herein and certifying that
no Default or Event of Default exists under the Credit Agreement.

     n)Each  Company  shall  have  entered into documentation in the Bank's
prescribed forms giving effect to the  provisions  of  Section  5.23 of the
Credit  Agreement and all customers of the Companies shall be notified  and
directed to remit all future payments to the Lock Box.

     o)The Bank shall have received the legal opinion of Timothy Dillon, as
to matters contained herein, in the form requested by the Bank.

     p)The  Companies  shall  have  obtained  agreements  for  in excess of
$300,000  of  Subordinated  Debt  to  extend  the  maturity  date  of  such
Subordinated  Debt  to  a  date on or after August 1, 1997, copies of which
agreements shall be furnished to the Bank.



VIII. MISCELLANEOUS.

     The provisions hereof shall  be  binding upon and inure to the benefit
of  the  parties  hereto  and  their  respective   legal   representatives,
successors  and  assigns.   This instrument has been made and executed  and
delivered in the State of Illinois  and  shall be governed by and construed
in  accordance  with the internal laws of the  State  of  Illinois  without
regard to conflicts of laws principles.  This Amendment may be executed and
delivered  in  several  counterparts  with  the  intention  that  all  such
counterparts, when  taken  together,  shall  constitute  one  and  the same
instrument.  One or more counterparts of this Amendment may be delivered by
facsimile,  with  the intention that delivery by such means shall have  the
same effect as delivery  of  an  original counterpart thereof.  The section
headings contained in this Amendment  are for convenience of reference only
and in no way shall modify any of the terms or provisions hereof.


     IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the day and year first above written.


CELEBRATING EXCELLENCE, INC.      AMERICAN NATIONAL BANK AND
                                  TRUST COMPANY OF CHICAGO


By: _____________________________ By: __________________________
Its: ____________________________ Its: _________________________



SUCCESSORIES OF ILLINOIS, INC.     SUCCESSORIES, INC. (f/k/a Celex
                                   Group, Inc.)


By: ______________________________ By: _____________________________
Its: _____________________________ Its: ____________________________






                             ACKNOWLEDGEMENTS


     The undersigned, each being a Guarantor  of  the obligations described
in the Credit Agreement, hereby each acknowledge and  agree to the terms of
the  foregoing Waiver No. 9, Consent No. 1 and Fourth Amendment  to  Credit
Agreement  and hereby further acknowledge for the benefit of the Bank, that
such obligations remain in full force and effect.

                                   CELEBRATING EXCELLENCE, INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   SUCCESSORIES OF ILLINOIS, INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   SUCCESSORIES, INC. (f/k/a Celex
                                   Group, Inc.)


                                   By: ____________________________
                                   Its:_____________________________



                                   _______________________________
                                   Arnold M. Anderson


                                   _______________________________
                                   James M. Beltrame






                                   CELEX SUCCESSORIES INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   B.L.G.C., INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   BRITISH LINKS ACQUISITION CORP.


                                   By: _____________________________
                                   Its: _____________________________





                                SCHEDULE I

                        BORROWING BASE CERTIFICATE
            OF SUCCESSORIES, INC., CELEBRATING EXCELLENCE, INC.
                    AND SUCCESSORIES OF ILLINOIS, INC.
                    FOR THE MONTH OF ___________, 19__.
                               (OOO OMITTED)

I.Borrowing Base Calculations
                                          Borrowing Base

A.   Accounts Receivable

     1.   Gross Accounts Receivable         $__________
     2.   Less: Receivables Over 90 days          (__________)
     3.   Less: Receivables from Affiliates       (__________)
     4.   Less: 10% Taint                         (__________)
     5.   Less: Foreign Receivables               (__________)
     6.   Less: Skymall Receivables               (__________)
     7.   Less: Milligan/Masters Receivables (__________)
     8.   Less: Other Ineligible Receivables (__________)
     9.   Total Eligible Receivables
          Consisting of:
          a)   Eligible Franchise Receivables X 50% ___________
          b)   Eligible Direct Marketing Receivables X 70% ___________
          c)   Eligible Franklin Quest Receivables X 50% ___________
          d)   Eligible Retail Receivables X 70% ___________
          e)   Eligible Wholesale Receivables X 70% ___________
     10. Total Eligible Receivables Borrowing Base
               (9a)-e))                      $__________

B.   Inventory

     1.   Gross Inventory                         $__________
     2.   Less: Canadian/Foreign Inventory   (__________)
     3.   Less: Joint Venture Inventory      (__________)
     4.   Less: Other Ineligible Inventory        (__________)
     5.   Total Inventory
          Consisting of:
          a)   Eligible Finished Goods Inventory X 40% ___________
          b)   Eligible Raw Materials Inventory X 40% ___________
          c)   Eligible Inactive Inventory X 5% ___________
          d)   Eligible Retail Inventory x 20% ___________
     6.   Total Eligible Inventory Borrower Base
          (5a)-d))                                $__________

C.   Borrowing Base Total (A10 + B6)              __________

II.Compliance

A.   Maximum Amount of Facility              $2,500
B.   Total Borrowing Base (from I-C)               __________
C.   Lesser of II-A or II-B                             __________
D.   Total Revolving Loans Outstanding        __________
E.   Excess Availability (Overadvance)
       (II-C minus II-D)






                                SCHEDULE II

                      SUPPLEMENT TO SCHEDULE 4.11 TO
                          CREDIT AGREEMENT AS TO
               OWNERSHIP OF BRITISH LINKS ACQUISITION CORP.
                            AND B.L.G.C., INC.


            Class of              Total Issued and Shares Owned by
 SUBSIDIARY CAPITAL STOCK PAR VALUE OUTSTANDING SHARES SUCCESSORIES, INC.

British Links Common
Acquisition Corp.

B.L.G.C., Inc. Common





                               SCHEDULE III

                          FORM OF CERTIFICATE OF
                  DESIGNATION, PREFERENCES AND RIGHTS OF
                      SERIES A CONVERTIBLE PREFERRED
                        STOCK OF SUCCESSORIES, INC.



               WAIVER NO. 10 AND FIFTH AMENDMENT TO AMENDED
                       AND RESTATED CREDIT AGREEMENT


     This Waiver  No. 10 and Fifth Amendment to Amended and Restated Credit
Agreement (the "Amendment") is made as of the 17th day of December, 1996 by
and among Successories,  Inc.,  an Illinois corporation (f/k/a Celex Group,
Inc.) ("Successories, Inc."), Celebrating  Excellence,  Inc.,  an  Illinois
corporation ("Celebrating Excellence") and Successories of Illinois,  Inc.,
an  Illinois  corporation ("Successories") (Successories, Inc., Celebrating
Excellence and  Successories  are  collectively  the  "Companies"  and each
individually  a  "Company"),  each having an address of 919 Springer Drive,
Lombard, Illinois 60148 and American  National  Bank  and  Trust Company of
Chicago, a national banking association, assignee of NBD Bank,  an Illinois
banking  corporation  (the  "Bank"),  having an address of 33 North LaSalle
Street, Chicago, Illinois 60690.

                           W I T N E S S E T H :

     WHEREAS, the Companies and the Bank  have  entered  into  that certain
Amended  and  Restated  Credit  Agreement,  dated  as of July 31, 1995  (as
amended, modified, extended or supplemented from time  to time, the "Credit
Agreement");

     WHEREAS,  the  Companies  and  the  Bank  desire to amend  the  Credit
Agreement in certain respects, as provided herein;

     NOW, THEREFORE, for good and valuable consideration,  the  receipt and
adequacy of which is hereby acknowledged, the undersigned parties  agree as
follows:

 I.  DEFINITIONS.

     Capitalized  terms  used herein but not defined herein shall have  the
meaning ascribed thereto in the Credit Agreement, as amended hereby.

II.  AMENDMENTS TO CREDIT AGREEMENT.

     The Credit Agreement is hereby amended as follows:

     q)The following new definitions  are  hereby  added  to  Section  1.1,
appearing in alphabetical order therein, as follows:


          "CASH  FLOW"   OF  ANY  PERSON  SHALL MEAN THAT PERSON'S EARNINGS
     BEFORE  INTEREST  AND  TAXES PLUS (I) DEPRECIATION,  AMORTIZATION  AND
     OTHER "NON-CASH EXPENSE  ITEMS"  LESS  (II)  CAPITAL  EXPENDITURES NOT
     REFLECTED AS A CURRENT EXPENSE ON THAT PERSON'S INCOME  STATEMENT,  IN
     EACH  CASE  PREPARED  ON  A  CONSOLIDATED  BASIS  IN  ACCORDANCE  WITH
     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

          "INFINITY  CONVERTIBLE  PREFERRED STOCK" SHALL MEAN SUCCESSORIES,
     INC.'S SERIES B CUMULATIVE CONVERTIBLE  PREFERRED  STOCK ISSUED ON THE
     TERMS SET FORTH IN SCHEDULE 5.10 HERETO.

          "SUBORDINATED  DEBT"  SHALL MEAN DEBT SUBORDINATED  IN  RIGHT  OF
     PAYMENT  TO THE BANK WHICH, EXCEPT  AS  EXPRESSLY  PERMITTED  BY  THIS
     AGREEMENT,  SHALL  PROHIBIT  THE  HOLDER  THEREOF  FROM  RECEIVING ANY
     PAYMENT OF PRINCIPAL THEREON AT ALL TIMES UNTIL ALL OF THE  LOANS HAVE
     BEEN  REPAID  IN  FULL AND THE COMMITMENT TERMINATED, AND WHICH  SHALL
     PERMIT THE PAYMENT  OF  INTEREST THEREON ONLY SO LONG AS NO DEFAULT OR
     EVENT OF DEFAULT HAS OCCURRED  AND  IS  CONTINUING AND CONTAINING SUCH
     OTHER TERMS SATISFACTORY TO THE BANK.

         a.The  definitions  of  "Convertible Preferred  Stock",  "Floating
Rate", "Maturity Date" and "Termination Date" shall be deleted and replaced
in their entirety as follows:

          "CONVERTIBLE    PREFERRED    STOCK"    SHALL   MEAN  SUCCESSORIES,
      INC.'S SERIES A CUMULATIVE CONVERTIBLE PREFERRED  STOCK ISSUED ON THE
      TERMS SET FORTH ON SCHEDULE 5.10 HERETO.

          "FLOATING  RATE" SHALL MEAN THE PER ANNUM RATE EQUAL TO THE PRIME
     RATE IN EFFECT FROM TIME TO TIME PLUS ONE PERCENT (1.0%).

          "MATURITY DATE"  SHALL MEAN WITH RESPECT TO THE TERM LOAN, MAY 1,
     1998.

          "TERMINATION DATE" SHALL MEAN MAY 1, 1998.

        a)Section 2.1 is deleted  in its entirety and replaced as
          follows:

        AS OF DECEMBER __, 1996, THE  PRINCIPAL  AMOUNT  OF  THE TERM
        LOAN  SHALL EQUAL $4,475,000 AND SUCH TERM LOAN SHALL BE  RE-
        EVIDENCED  BY THE AMENDED AND RESTATED TERM NOTE APPEARING AS
        EXHIBIT A-2 HERETO.

          d)   Section  2.2(a)  is  amended  (i) to delete reference to the
number "$2,500,000" contained therein and to replace  said  reference  with
the  number  "$4,000,000",   (ii) to delete reference to "Eligible Inactive
Inventory . . . 5%", and (iii)  to  delete  all  entries  under  the  table
entitled   "Eligible   Receivables"  contained  therein  and  replace  said
references with the phrase "Eligible Receivables . . . . . 70%".


     e)   Exhibit A-1 is  deleted  in its entirety and replaced by the form
of Amended and Restated Revolving Note  appearing  as  Schedule  I  to this
Amendment; Exhibit A-2 is deleted in its entirety and replaced by the  form
of  Amended  and  Restated  Term  Note  appearing  as  Schedule  II to this
Amendment;  and  Exhibit  D is deleted in its entirety and replaced by  the
form  of Borrowing Base Certificate  appearing  as  Schedule  III  to  this
Amendment.

     f)   Section  3.1(a)  is  deleted  in  its  entirety  and  replaced as
     follows:

          (A)  UNLESS  EARLIER  PAYMENT  IS  REQUIRED  UNDER THIS
          AGREEMENT (I) THE COMPANIES SHALL JOINTLY AND SEVERALLY
          PAY  TO  THE  BANK  ON  THE TERMINATION DATE THE ENTIRE
          PRINCIPAL  SUM  OF THE REVOLVING  LOANS  AND  (II)  THE
          COMPANIES SHALL JOINTLY  AND  SEVERALLY PAY TO THE BANK
          THE  TERM LOAN IN EQUAL MONTHLY  PAYMENTS  OF  $94,808,
          WHICH  SHALL  FIRST  BE  APPLIED  TO  ACCRUED  INTEREST
          THEREON  AND  NEXT APPLIED TO ANY OUTSTANDING PRINCIPAL
          BALANCE THEREON THROUGH AND INCLUDING APRIL 1, 1998 AND
          A FINAL INSTALLMENT  OF  THE ENTIRE REMAINING PRINCIPAL
          BALANCE  ON THE MATURITY DATE.



           g) Section 5.10 is deleted  in  its  entirety  and  replaced  as
follows:


     NO COMPANY  WILL  PAY OR DECLARE ANY DIVIDENDS OR MAKE OR DECLARE ANY
     OTHER DISTRIBUTIONS  (EXCEPT FOR DIVIDENDS AND DISTRIBUTIONS IN STOCK
     OF ANY COMPANY) ON OR  IN  RESPECT OF ITS CAPITAL STOCK OF ANY SERIES
     OR CLASS, WHETHER NOW OR HEREAFTER AUTHORIZED OR ISSUED, EXCEPT IF NO
     DEFAULT OR EVENT OF DEFAULT  SHALL  HAVE  OCCURRED AND IS CONTINUING,
     SUCCESSORIES, INC. MAY DECLARE OR PAY CASH DIVIDENDS ON 400 SHARES OF
     THE CONVERTIBLE PREFERRED STOCK NOT IN EXCESS  OF  $110,600 PER ANNUM
     AND MAY DECLARE OR PAY CASH DIVIDENDS ON 1212 SHARES  OF THE INFINITY
     PREFERRED  STOCK  NOT IN EXCESS OF $299,970 PER ANNUM, AND  WILL  NOT
     PURCHASE, RETIRE, REDEEM  OR OTHERWISE DIRECTLY OR INDIRECTLY ACQUIRE
     ANY   SUCH  CAPITAL  STOCK  (EXCEPT   FOR   PURCHASES,   RETIREMENTS,
     REDEMPTIONS  OR  OTHER ACQUISITIONS MADE OUT OF THE PROCEEDS OF OR IN
     EXCHANGE  FOR  A  SUBSTANTIALLY  CONCURRENT  ISSUANCE  OF  ADDITIONAL
     CAPITAL STOCK OF ANY COMPANY).

         h)     Section  5.15(a)(iv)   is  amended  to  delete  clause  (B)
thereof and replace said clause as follows:

        (B)  SUBJECT  TO  PERMITTED  REPAYMENTS  ALLOWED BY SECTION 5.15(B)
        HEREOF, MATURE NOT EARLIER THAN AUGUST 1, 1998,

     i)        Section   5.15(a)(iii)   is   hereby  amended   to   delete
   the parenthetical phrase "(as that term is defined in Section 5.21(a)
   hereof)" contained therein.

     j)        Section  5.15(b)  is  deleted in its  entirety  and  replaced  as
     follows:

        b)THE COMPANIES ACKNOWLEDGE THAT  NO PAYMENT OF PRINCIPAL IN EXCESS
        OF $300,000 MAY BE MADE AT ANY TIME ON ANY SUBORDINATED DEBT  UNTIL
        ALL LOANS HAVE BEEN REPAID IN FULL  AND  THE COMMITMENT TERMINATED;
        PROVIDED, HOWEVER, THAT THE COMPANIES MAY  REPAY  SUBORDINATED DEBT
        IN  EXCESS  OF  SUCH  AMOUNT   WITHIN  60  DAYS  OF  THE FILING  OF
        SUCCESSORIES, INC.'S FISCAL THIRD QUARTER FORM 10Q WITH THE SEC, TO
        THE  EXTENT  OF  CASH  FLOW  IN EXCESS OF ONE MILLION FIVE  HUNDRED
        THOUSAND DOLLARS ($1,500,000)  FOR  THE PRECEDING TEN FISCAL MONTHS
        AS PRESENTED ON THE FINANCIAL STATEMENTS  CONTAINED  IN  SUCH  FORM
        10Q,  FOR  THE  FIRST  NINE  FISCAL  MONTHS,  AND ON THE COMPANIES'
        INTERNALLY PREPARED FINANCIAL STATEMENTS FOR THE TENTH FISCAL MONTH
        (WHICH INTERNALLY PREPARED FINANCIAL STATEMENTS SHALL BE REASONABLY
        APPROVED  BY  THE  BANK),  IF  NO DEFAULT OR EVENT OF  DEFAULT  HAS
        OCCURRED AND IS CONTINUING AT THE TIME OF SUCH PAYMENT.


     k)    Schedule 5.10 is supplemented by the addition of the information
contained on Schedule IV to this Amendment.

     l)   Section 5.21 of the Credit Agreement is deleted in its entirety.

     m)   With respect to the provisions  of  Section  5.23  of  the Credit
Agreement  requiring  the  creation  and  maintenance  of  certain Lock Box
arrangements, the parties hereto agree to defer the required  effectiveness
of such provisions to February 1, 1997; provided that the Companies may, at
their  discretion,  implement  such  arrangements  prior  to such date,  if
desired.

III. WAIVER

The Bank hereby waives any Event of Default arising under Section 6.1(c) of
the Credit Agreement arising solely by reason of the Companies'  failure to
comply with any provision of Section 5.21 of the Credit Agreement.



IV.  RATIFICATION AND AFFIRMATION.

     The  Credit  Agreement,  as amended hereby, all exhibits, annexes  and
schedules  thereto,  together  with  all  other  loan  documents,  Security
Agreements  and  Security  Documents   executed   pursuant  to  the  Credit
Agreement, are hereby ratified and affirmed and shall in all other respects
remain  in  full  force and effect.  Except as expressly  provided  herein,
nothing contained in  this  Amendment shall be construed as a waiver of any
existing or hereafter arising  Default  or  Event  of  Default and the Bank
reserves all rights and remedies under the Credit Agreement,  the  Security
Agreements, the Security Documents and under applicable law.

V.   REPRESENTATIONS AND WARRANTIES.

     c)Each Company hereby ratifies and affirms all the representations and
warranties contained in the Credit Agreement as true, complete and accurate
as of the date of this Amendment except as expressly modified or amended by
this Amendment.

     d)Successories,  Inc. represents and warrants that Successories,  Inc.
has received $5,000,000  in  consideration for the issuance of the Infinity
Convertible Preferred Stock and  such  Infinity Convertible Preferred Stock
has been validly issued, is fully paid and  non  assessable  and  has  been
issued on the terms described in Schedule IV to this Amendment.


VI.  CONDITIONS.

     Unless  waived  in  writing  by  the  Bank,  the effectiveness of this
Amendment is conditioned upon:

     e)Each Company's representations and warranties contained herein being
true and correct in all material respects on and as of the date hereof.

     f)This Amendment shall have been executed and  delivered  by  the Bank
and each Company and acknowledged by each Guarantor.

     g)The  Bank  and  its  counsel  shall  have  received  copies  of  all
documentation  related to the purchase and sale of the Infinity Convertible
Preferred Stock.

     h)Each Company,  together with Celex Successories Inc., B.L.G.C., Inc.
and British Links Acquisition  Corp.,  shall have entered into that certain
Sixth General Release, in form and substance acceptable to the Bank.

     i)Each Company, B.L.G.C., Inc., and  British  Links  Acquisition Corp.
shall  have  delivered  to  the  Bank a certificate of recent date  of  the
appropriate government official certifying as to the corporate existence of
each such Company,  B.L.G.C., Inc. and British Links Acquisition Corp.

     j)Each Company, B.L.G.C., Inc.,  British  Links  Acquisition Corp. and
Celex Successories Inc. shall have delivered to the Bank  a  certified copy
of  resolutions of the board of directors of each Company, B.L.G.C.,  Inc.,
British Links Acquisition Corp. and Celex Successories Inc. authorizing the
execution  and  delivery  of  this  Amendment and all documentation related
thereto,  together  with  a  certificate  of  the  Secretary  or  Assistant
Secretary of each Company, B.L.G.C.,  Inc., British Links Acquisition Corp.
and  Celex  Successories Inc. certifying  the  officers  of  each  Company,
B.L.G.C., Inc., British Links Acquisition Corp. and Celex Successories Inc.
and including  the  original signatures of each such officer and certifying
that there has been no  amendment  to the bylaws or articles/certificate of
incorporation  of  each  such Company and  Celex  Successories  Inc.  since
December 16, 1996, or if such  amendment  has occurred, attaching a copy of
same and certifying the accuracy thereof.

     k)The President and Chief Executive Officer of each Company shall have
delivered an officer's certificate to the Bank  certifying  the accuracy of
all the representations and warranties contained herein and certifying that
no Default or Event of Default exists under the Credit Agreement.

     l)The Bank shall have received the legal opinion of Timothy Dillon, as
to matters contained herein, in the form requested by the Bank.

     m)The Bank shall have received a credit extension fee of $42,375.

     j)   The Bank shall have received $4,000,000 in repayment  of the Term
Loans and after giving effect to such repayment, the outstanding  principal
balance of the Term Loan shall equal $4,475,000.



     VII. RELEASE OF GUARANTY Upon the effectiveness of this Amendment, the
Bank hereby releases and forever discharges each of Arnold M. Anderson  and
James  M.  Beltrame  from  all  liability solely arising under that certain
Guaranty, dated February 7, 1996,  entered  into  by  Arnold M. Anderson in
favor of the Bank and under that certain Guaranty, dated  February 7, 1996,
entered into by James M. Beltrame in favor of the Bank, each  such Guaranty
and all of the obligations thereunder being forever discharged and released
and  the  original  Guaranty  instruments  shall be marked "cancelled"  and
returned to each such released Guarantor within a reasonable time after the
execution and delivery of this Amendment.


VIII. MISCELLANEOUS.

     The provisions hereof shall be binding  upon  and inure to the benefit
of   the   parties  hereto  and  their  respective  legal  representatives,
successors and  assigns.   This  instrument  has been made and executed and
delivered in the State of Illinois and shall be  governed  by and construed
in  accordance  with  the  internal  laws of the State of Illinois  without
regard to conflicts of laws principles.  This Amendment may be executed and
delivered  in  several  counterparts  with  the  intention  that  all  such
counterparts,  when  taken together, shall  constitute  one  and  the  same
instrument.  One or more counterparts of this Amendment may be delivered by
facsimile, with the intention  that  delivery  by such means shall have the
same effect as delivery of an original counterpart  thereof.   The  section
headings contained in this Amendment are for convenience of reference  only
and in no way shall modify any of the terms or provisions hereof.

     This  Amendment  shall  be  effective  on  and as the date first above
written.

     [The remainder of this page has been left blank intentionally]





     IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the day and year first above written.


CELEBRATING EXCELLENCE, INC.      AMERICAN NATIONAL BANK AND
                                  TRUST COMPANY OF CHICAGO


By: _____________________________ By: __________________________
Its: ____________________________ Its: _________________________



SUCCESSORIES OF ILLINOIS, INC.     SUCCESSORIES, INC. (f/k/a Celex
                                   Group, Inc.)


By: ______________________________ By: _____________________________
Its: _____________________________ Its: ____________________________





                             ACKNOWLEDGEMENTS


     The undersigned, each being a Guarantor of the  obligations  described
in the Credit Agreement, hereby each acknowledge and agree to the terms  of
the  foregoing  Fifth  Amendment  to  Credit  Agreement  and hereby further
acknowledge  for the benefit of the Bank, that such obligations  remain  in
full force and effect.

                                   CELEBRATING EXCELLENCE, INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   SUCCESSORIES OF ILLINOIS, INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   SUCCESSORIES, INC. (f/k/a Celex
                                   Group, Inc.)


                                   By: ____________________________
                                   Its:_____________________________




                                   CELEX SUCCESSORIES INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   B.L.G.C., INC.


                                   By: ____________________________
                                   Its:_____________________________


                                   BRITISH LINKS ACQUISITION CORP.


                                   By: _____________________________
                                   Its: _____________________________





                               SCHEDULE III

                        BORROWING BASE CERTIFICATE
            OF SUCCESSORIES, INC., CELEBRATING EXCELLENCE, INC.
                    AND SUCCESSORIES OF ILLINOIS, INC.
                    FOR THE MONTH OF ___________, 19__.
                               (OOO OMITTED)
I.Borrowing Base Calculations      Borrowing Base

A.   Accounts Receivable

     1.   Gross Accounts Receivable          $__________
     2.   Less: Receivables Over 90 days          (__________)
     3.   Less: Receivables from Affiliates       (__________)
     4.   Less: 10% Taint                         (__________)
     5.   Less: Foreign Receivables               (__________)
     6.   Less: Skymall Receivables               (__________)
     7.   Less: Milligan/Masters Receivables (__________)
     8.   Less: Other Ineligible Receivables (__________)
     9.   Total Eligible Receivables x 70%        $__________

B.   Inventory

     1.   Gross Inventory                         $__________
     2.   Less: Canadian/Foreign Inventory   (__________)
     3.   Less: Joint Venture Inventory      (__________)
     4.   Less: Other Ineligible Inventory        (__________)
     5.   Total Inventory
          Consisting of:
          a)   Eligible Finished Goods Inventory X 40% ___________
          b)   Eligible Raw Materials Inventory X 40% ___________
          c)   Eligible Retail Inventory x 20% ___________
     6.   Total Eligible Inventory Borrower Base
          (5a)-c))                                $__________

C.   Borrowing Base Total (A90 + B6)              __________

II.Compliance

A.   Maximum Amount of Facility              $4,000
B.   Total Borrowing Base (from I-C)               __________
C.   Lesser of II-A or II-B                             __________
D.   Total Revolving Loans Outstanding        __________
E.   Excess Availability (Overadvance)
       (II-C minus II-D)

                                SCHEDULE IV

                          FORM OF CERTIFICATE OF
                  DESIGNATION, PREFERENCES AND RIGHTS OF
                      INFINITY CONVERTIBLE PREFERRED
                        STOCK OF SUCCESSORIES, INC.