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                                                                   Exhibit 10.1

                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

        THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the "AMENDMENT") is made
and entered into as of February 22, 2001 (the "Effective Date") by and among
PROMOTIONAL MARKETING, L.L.C., an Illinois limited liability company
("EMPLOYER", "COMPANY" or "UPSHOT"), JOHN R. KELLEY, JR. ("EXECUTIVE") and HA-LO
INDUSTRIES, INC., an Illinois corporation ("HA-LO" or "ACQUIROR").

        WHEREAS, Employer and Executive have previously entered into an
Employment Agreement, dated as of June 30, 1998 (as amended, the "EMPLOYMENT
AGREEMENT"); and

        WHEREAS, the Employment Agreement has heretofore been amended pursuant
to Amendment No. 1 to Employment Agreement by and between the parties hereto
dated as of July 31, 2000 ("Amendment No. 1");

        WHEREAS, as of the date hereof, Executive is the Chief Executive Officer
of HA-LO and a Manager of UPSHOT; and

        WHEREAS, the parties wish to further amend certain provisions of the
Employment Agreement:

        NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows, all effective as of the Effective Date:

        1. Each of the above recitals are incorporated in the Amendment and are
binding upon the parties hereof. Capitalized terms used herein shall have the
meaning set forth in Employment Agreement (as heretofore amended) unless
otherwise defined herein.


        2. Effective on the Effective Date, the Executive resigns as the Chief
Executive Officer of HA-LO and agrees to tender his resignation from each board
of director or each position as an officer of any subsidiary, direct or
indirect, of HA-LO (other than UPSHOT, UPSHOT (New York), Inc., or Upshot
Integrated, Inc.) or upon the request of his successor as HA-LO's Chief
Executive Officer (the "CEO").


        3. Section 3 of the Employment Agreement shall be restated in its
entirety as follows:

               "3. EMPLOYMENT SERVICES. During the term of his employment
        pursuant to this Agreement, Executive shall render his services to the
        Company. In the performance of his duties hereunder, Executive shall
        report to the CEO. Executive shall devote his full time and best
        efforts, energy and skill in the rendition of his services as the Chief
        Executive Officer and President of UPSHOT, shall perform such duties
        commensurate with such position and shall also devote his energy and
        skill to the promotion of the interests of the Company (which shall
        include all subsidiaries and affiliates of the Company and the
        Acquiror), specifically including the disposition of the Company.
        Executive further agrees that during the Term he will not engage in any
        other business

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        activity or have business pursuits or interests except activities or
        interests which the CEO determines do not conflict or interfere with the
        performance of the Executive's duties and obligations hereunder. On or
        before March 31, 2001, the Executive shall have completed and shall have
        delivered to the CEO, monthly budgets for UPSHOT for the calendar year
        2001 reasonably acceptable to the CEO. UPSHOT's performance shall be
        discussed and reported to the CEO as reasonably requested by the CEO but
        no less frequently than monthly. The CEO shall direct the Executive and
        UPSHOT to take appropriate action in the event that actual performance
        of UPSHOT with respect to EBITDA (as herein defined), revenue or expense
        results do not reflect budgeted amounts."


        4. The Employment Agreement shall be amended by (i) denoting the initial
paragraph of Section 3 as paragraph "(a)" and (ii) by the addition of the
following Section 3(b):

                      "(b) So long as the Executive is employed hereunder, the
               Board shall place the Executive's name in nomination as a member
               of the Board of Directors at each of the 2001 and 2002 annual
               meetings of the Stockholders of HA-LO and the Board shall
               recommend to the HA-LO stockholders to vote for Executive's
               election as a member of the Board of Directors. In the event of
               the Sale of UPSHOT (as herein defined) or in the event the
               Executive is no longer employed by UPSHOT, the Executive would
               immediately upon request of the CEO, tender his resignation to
               the CEO as a member of the Board of Directors of HA-LO."


        5. Reference is made to Section 4 of Amendment No. 1. The parties agree
that (i) the options granted pursuant to subsections (c) and (d) of such Section
are hereby terminated and (ii) the options granted pursuant to subsections (e)
and (f) of such Section shall be amended by substituting the following for the
proviso that appears at the end of each subsection:

               "PROVIDED, HOWEVER, that Executive remains the Chief Executive
               Officer of UPSHOT on such date, retained such position at any
               time within ninety days prior to the date of such measurement, or
               HA-LO or UPSHOT has terminated Executive's employment other than
               For Cause or Disability prior to the date of such measurement."


        6. The Employment Agreement shall be amended by the addition of the
following Section 4(d):

                      "(d) SUCCESS BONUS. In the event of the Sale of UPSHOT
               during the Term while the Executive is employed hereunder, the
               Executive would receive a bonus equal to the greater of (a)
               $1,466,250 (three times the success bonus received by Carol
               Griseto) or (b) a portion of the 'Aggregate Consideration' (as
               defined below) determined as follows: 50% of the Aggregate
               Consideration in excess of $80 million up to and including $100
               million will be paid to the Executive and the UPSHOT Management
               Team (as herein defined) and 20% of the Aggregate

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               Consideration in excess of $100 million shall be paid to the
               Executive and the UPSHOT Management Team.

                      (i) 'Aggregate Consideration' shall mean the total amount
               of consideration that HA-LO and/or its shareholders, affiliates,
               direct or indirect subsidiaries (including the Company), and
               creditors receive from an acquiror including but not limited to
               cash, stock, assumption of borrowed debt, earn-out or other
               contingent consideration;

                      (ii) Except as otherwise provided herein, the portion of
               the Aggregate Consideration payable to the Executive on the one
               hand, and to the UPSHOT Management Team, on the other hand will
               be allocated 50% to the Executive and 50% to the UPSHOT
               Management Team. For purposes hereof, the UPSHOT Management Team
               shall mean such employees of UPSHOT as shall be selected together
               by the Executive and the CEO, allocations to be made amongst the
               members of UPSHOT Management Team jointly by the CEO and the
               Executive.

                      (iii) Except as set forth in the following sentence, the
               portion of the Aggregate Consideration payable to the Executive
               and the UPSHOT Management Team will be paid in the same form, in
               the same manner and at the same time as which the Aggregate
               Consideration as is paid to HA-LO and/or its shareholders.
               Notwithstanding the foregoing, any portion of the Aggregate
               Consideration that is attributable to a buyer's assumption of the
               borrowed debt of HA-LO or UPSHOT shall be paid to the Executive
               and the UPSHOT Management Team in cash at closing of such a
               transaction.

                      (iv) For purposes hereof, the term 'Sale of UPSHOT' shall
               mean the sale of substantially all of the assets or the sale or
               transfer by HA-LO of more than 50% of its equity interest in
               UPSHOT (whether by sale of stock, merger or consolidation) or the
               change of control (as herein defined) of HA-LO, in all cases to a
               third party, the primary owner of which is not affiliated with
               HA-LO.

                      (v) For purposes hereof, the term 'change of control in
               HA-LO' shall mean a sale of all or substantially all of the
               assets or capital stock of HA-LO to a third party, the primary
               owner of which is not affiliated with HA-LO. In the event of a
               change of control of HA-LO prior to a sale of UPSHOT, HA-LO and
               the Executive will agree upon an appraiser or other appropriate
               methodology to allocate a portion of the overall purchase price
               of HA-LO to UPSHOT to determine if a bonus is payable pursuant to
               Section 4(d) hereof.

                      (vi) In the event a Sale of UPSHOT has not occurred on or
               before December 31, 2002 (and the Executive is employed
               hereunder), the Executive would be entitled to receive a bonus as
               follows: if UPSHOT's

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               EBITDA exceeds $6,000,000 for the calendar year ended 2001, the
               Executive and the UPSHOT Management Group, collectively, would
               receive 20% of such excess amount; if UPSHOT's EBITDA exceeds
               $8,000,000 for the calendar year ended 2002, the Executive and
               the Upshot Management Group, collectively would receive 20% of
               such excess amount. The parties acknowledge that in the event
               that a Sale of UPSHOT has not occurred prior to December 31,
               2002, the UPSHOT Management Group (exclusive of the Executive)
               shall be entitled to receive ten percent (10%) of (i) the amount
               by which EBITDA exceeds $5,000,000 but is less than $6,000,000
               for calendar year 2001 and (ii) the amount by which EBITDA
               exceeds $6,000,000 but is less than $8,000,000 for calendar year
               2002. HA-LO or UPSHOT shall pay the amounts due under this
               subsection (vi) in cash and as soon as the financial results are
               available. For purposes of this subsection (vi), allocation of
               the foregoing amounts shall be made in accordance with subsection
               (ii) above. For purposes of this Employment Agreement, EBITDA
               shall mean the earnings before interest, taxes, depreciation, and
               amortization of UPSHOT as determined by HA-LO in accordance with
               generally accepted accounting principles, consistently applied,
               exclusive of any charges and/or allocations to earnings other
               than associated with the actual operations of UPSHOT (such as
               parent management fees, parent charges, any required pushdown
               accounting charges and other non-operating (non-UPSHOT) charges).
               All expenses attributable to the 25th and 26th floors of 303 East
               Wacker, Chicago, Illinois shall be borne by HA-LO and shall not
               be reflected as expenses of UPSHOT; the parties acknowledge that
               the 26th floor of such building has heretofore been subleased and
               it is contemplated that the 25th floor shall be subleased after
               June 1, 2001 (or such earlier date, in the good faith
               determination of the CEO that such space will not be needed by
               UPSHOT).

                      (vii) For purposes of this Section 4(d), the term
               'UPSHOT' shall include Promotional Marketing LLC, Upshot (New
               York), Inc. and Upshot Integrated, Inc.

                      (viii) Subject to the next two sentences, neither HA-LO
               nor UPSHOT will have any obligation to pay the Executive any
               bonus or other payment described in this Section 4(d) in the
               event of the termination of the Executive's employment for any
               reason whatsoever, whether pursuant to the terms of this
               Employment Agreement or otherwise, it being the express
               understanding of the parties hereto that the Executive's receipt
               and entitlement to the amounts set forth in this Section 4(d) are
               contingent upon his employment with UPSHOT. If HA-LO and/or
               UPSHOT enters into a Letter of Intent or a definitive agreement
               with respect to a particular Sale of UPSHOT, then HA-LO and
               UPSHOT shall have an obligation to pay the Executive a bonus or
               other payment described in this Section 4(d), when due, with
               respect to such Sale, of UPSHOT unless HA-LO and/or UPSHOT
               terminates the Executives employment pursuant to the terms of

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               the Employment Agreement. If on September 1, 2002, the Executive
               is employed hereunder, then HA-LO and UPSHOT shall have an
               obligation to pay the Executive a bonus or other obligation with
               respect to Section 4(d)(vi), when due, unless HA-LO and/or UPSHOT
               terminates Executive's employment pursuant to the terms of the
               Employment Agreement.

       7.      Section 5(b) of the Agreement shall be amended by the addition of
the following sentence at the conclusion of such subsection:

               "Notwithstanding the foregoing, the Executive shall be entitled
               to reimbursement for the cost of the use of one automobile in
               accordance with past practices. The Executive will assume
               responsibility for the obligations of the Range Rover - Rhino
               lease including the monthly payments. HA - LO will assume
               responsibility for the obligations of the Mercedes Benz CL 600
               lease and the Audi (which Mr. Marchesi currently drives) lease
               including the monthly payments."

        8.     Clause (a) of Section 11 of the Employment Agreement shall be
deleted in its entirety and the following shall be inserted in its place and
stead:

                      "(a) which is in the promotional marketing, event
              marketing,  direct marketing or environmental branding business"

        9.    HA-LO shall promptly reimburse the Executive for his reasonable
and necessary legal expenses in the negotiation and drafting of this Amendment
in amount not to exceed $10,000.00.

        10.    This Amendment may be signed in single or separate counterparts,
each of which shall constitute an original with the same effect as if each of
the parties had signed the same document. All counterparts shall be construed
together and shall constitute one and the same instrument.

        IN WITNESS WHEREOF, the parties hereto have executed the Amendment as of
the date and year first above written.

:PROMOTIONAL MARKETING, L.L.C.
                                                   ____________________________
                                                          John R. Kelley, Jr.
By:________________________________
Its:________________________________

HA-LO INDUSTRIES, INC.


By:_______________________________
Its:_______________________________

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