REGULATION S SECURITIES SUBSCRIPTION AGREEMENT


                              By and between

                            SUCCESSORIES, INC.

                                    and

                         SEACREST CAPITAL LIMITED
                                    and
                         FAIRWAY CAPITAL LIMITED,
                              as Subscribers















     THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES  SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF
1933, AS  AMENDED  (THE  "ACT"),  OR THE SECURITIES COMMISSION OF ANY STATE
UNDER ANY STATE SECURITIES LAW.  THEY  ARE  BEING  OFFERED  PURSUANT  TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED
UNDER  THE  ACT.   THE  SECURITIES  MAY  NOT  BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED  IN  THE  UNITED STATES OR TO U.S. PERSONS  (AS  SUCH  TERM  IS
DEFINED IN REGULATION S) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT
AND APPLICABLE STATE SECURITIES  LAWS,  OR SUCH OFFERS, SALES AND TRANSFERS
ARE   MADE  PURSUANT  TO  AVAILABLE  EXEMPTIONS   FROM   THE   REGISTRATION
REQUIREMENTS OF THOSE LAWS.

     THIS  REGULATION  S SECURITIES SUBSCRIPTION AGREEMENT (the "Agreement"
or the "Subscription Agreement")  is  executed  by  each of the undersigned
(each  a  "Subscriber" and collectively, the "Subscribers")  in  connection
with  the  subscription   by   the  Subscribers  for  Series  A  Cumulative
Convertible Preferred Stock (the  "Preferred Stock") of SUCCESSORIES, INC.,
an Illinois corporation  (the "Company").

     WHEREAS, the Company is offering  for  sale  pursuant  to Regulation S
("Regulation S") under the United States Securities Act of 1933, as amended
(the "Act") 400 shares of Preferred Stock (the "Preferred Shares"),  with a
liquidation  preference  of  $5,000 per share at a purchase price of $3,950
per share, the terms of which are set forth in the form of a Certificate of
Designation  of the Preferred Stock  attached  hereto  as  EXHIBIT  A  (the
"Certificate of Designation"); and

     WHEREAS,  each Subscriber wishes to subscribe for the Preferred Shares
set forth opposite  such  Subscriber's  name  on  Schedule  1.1  hereto, in
accordance with the terms and conditions of this Agreement.

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

1.   SUBSCRIPTION AND CLOSING; ESCROW

     1.`  SUBSCRIPTION.   Subject  to  the  terms  and  conditions  of this
Agreement,  each  Subscriber  hereby subscribes for, and the Company hereby
agrees to issue and sell to each  such  Subscriber, the number of Preferred
Shares, and at the aggregate price set forth,  opposite  each  Subscriber's
name as indicated on Schedule 1.1 to this Agreement.  Certificates  for the
Preferred Shares will be issued in the names and denominations requested by
the  Subscribers  in  a  notice  delivered to the Company no later than one
business day prior to the Closing (as hereinafter defined).

     2.`  CLOSING.  Contemporaneous herewith, each Subscriber, the Company,
and Illinois Stock Transfer Company,  serving as the transfer agent for the
Company (the "Transfer Agent") shall enter  into  that  certain  Book Entry
Transfer  Agent  Agreement  in  the form attached hereto as EXHIBIT B  (the
"Transfer Agent Agreement").  As  contemplated  therein, the Transfer Agent
shall  serve  as  an  escrow  agent  to  facilitate  the   closing  of  the
subscription  referred  to  above  (the "Closing"), and, thereafter,  shall
perform the "paying agent" and "book entry" functions contemplated therein.

     3.`  PAYMENT  OF PURCHASE PRICE  AND  DELIVERY  OF  PREFERRED  SHARES.
Payment of the purchase  price for the Preferred Shares by the Subscribers,
and delivery of the Preferred  Shares  by  the  Company,  shall be effected
pursuant to the procedures established in the Transfer Agent Agreement.

     4.`  MULTIPLE SUBSCRIBERS.  This Agreement may be executed  by  one or
more  Subscribers.   In  the  event  that  this  Agreement  pertains  to  a
subscription   by   a   single  Subscriber  only,  all  references  to  the
"Subscribers" or "each Subscriber"  shall be deemed to refer to such single
Subscriber.

2.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY

     The  Company  represents  and  warrants  to  and  covenants  with  the
Subscribers as follows:

     1.`  ORGANIZATION, GOOD STANDING, AND QUALIFICATION.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Illinois and has  all  requisite  corporate  power and
authority to carry on its business as now conducted and as proposed  to  be
conducted.   The  Company  is duly qualified to transact business and is in
good standing in each jurisdiction in which the failure to so qualify would
have a material adverse effect on the business or properties of the Company
and its subsidiaries taken as a whole.

     2.`  AUTHORIZATION.  All  corporate action on the part of the Company,
its officers, directors and shareholders  necessary  for the authorization,
execution  and  delivery  of  this  Agreement, and the performance  of  all
obligations of the Company hereunder  and  the  authorization, issuance (or
reservation  for  issuance) and delivery of the Preferred  Shares  and  the
shares of the common  stock,  par value $.01 per share (the "Common Stock")
of the Company issuable upon conversion  of  the Preferred Shares have been
taken  (such  shares of Common Stock are hereinafter  referred  to  as  the
"Common Shares", and the Preferred Shares and Common Shares are hereinafter
referred to as the "Securities").

     3.`  AGREEMENT.   This Agreement  has been duly executed and delivered
by the Company  and, assuming  due authorization, execution and delivery of
this Agreement by each Subscriber, is a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

     4.`  CAPITAL STOCK.  The Company  has  an authorized capitalization as
set forth on Schedule 2.4.  All outstanding shares  of capital stock of the
Company  have been duly authorized and are fully paid  and  non-assessable.
Other than  as set forth on Schedule 2.4 or as disclosed in the SEC Reports
(as such term  is  defined  in Section 2.6 below), there are no outstanding
options, warrants, rights, calls, commitments, conversion rights, rights of
exchange, plans or other agreements  of  any  character  providing  for the
purchase, issuance or sale of any shares of capital stock of the Company.

     5.`  VALID  ISSUANCE  OF  SECURITIES.   When  issued  and delivered in
accordance with the terms of this Agreement, the Preferred Shares  will  be
duly  and  validly  issued  and outstanding, fully paid and non-assessable,
free and clear of any claims  or  pre-emptive  rights,  and  (assuming  the
representations  and  warranties  of  the  Subscribers  herein are true and
correct in all material respects) will have been issued in  compliance with
all  applicable U.S. federal and state securities law.  Under  current  law
and administrative  rules  governing  Regulation S, the Common Shares, when
issued  upon  conversion in accordance with  the  terms  of  the  Preferred
Shares, shall be  duly  and  validly issued and outstanding, fully paid and
nonassessable, free and clear of any claims or pre-emptive rights, and will
have been issued in compliance  with  all applicable U.S. federal and state
securities laws (assuming the accuracy  of all material representations and
warranties of the Subscribers herein).

     6.`  SEC REPORTS; FINANCIAL STATEMENTS.   The Company has timely filed
all  forms,  reports  and  documents  with  the  Securities   and  Exchange
Commission (the "Commission") since January 1, 1995, required to  be  filed
by  it  under  the  Securities  Exchange Act of 1934, as amended (the "1934
Act") through the date hereof (collectively,  the "SEC Reports").  Such SEC
Reports, at the time filed, complied as to form  in  all  material respects
with the requirements of the 1934 Act.  None of the SEC Reports,  including
without  limitation any financial statements or schedules included therein,
contains any  untrue  statement  of  a  material  fact  or omits to state a
material fact necessary in order to make the statements made,  in  light of
the  circumstances under which they were made, not misleading.  There  have
been no  material  adverse  changes  in the Company's business, properties,
results  of operations, condition (financial  or  otherwise)  or  prospects
since the  date  of the Company's most recent Quarterly Report on Form 10-Q
for the quarter ended  August 3, 1996, which have not been disclosed to the
Subscribers in writing (either  directly  by  the Company or by delivery by
the Company to the Subscribers).   The audited  and  unaudited consolidated
balance  sheets of the Company and its subsidiaries contained  in  the  SEC
Reports, and  the  related  consolidated  statements  of income, changes in
stockholders' equity and changes in cash flows for the  periods  then ended
(the consolidated balance sheet of the Company and its subsidiaries  as  of
February  3,  1996  is  hereinafter  referred  to  as the "Balance Sheet"),
including  the footnotes thereto, except as indicated  therein,  have  been
prepared  in  accordance  with  generally  accepted  accounting  principles
consistently  followed  throughout  the  periods indicated, except that the
unaudited financial statements do not contain  notes  and may be subject to
normal audit adjustments and normal annual adjustments.   The Balance Sheet
fairly presents the financial condition of the Company and its subsidiaries
at the date thereof and, except as indicated therein, reflects  all  claims
against  and all debts and liabilities of the Company and its subsidiaries,
fixed or contingent,  as  at the date thereof and the related statements of
income, stockholders' equity  and  changes in cash flows fairly present the
results  of the operations of the Company  and  its  subsidiaries  and  the
changes in  their  financial  position  for  the  period indicated.   Since
February 3, 1996 (the "Balance Sheet Date"), except as disclosed in the SEC
Reports, there has been (x) no material adverse change  in  the  assets  or
liabilities, or in the business or condition, financial or otherwise, or in
the   results   of   operations  or  prospects,  of  the  Company  and  its
subsidiaries, whether  as a result of any legislative or regulatory change,
revocation of any license  or  rights  to  do  business,  fire,  explosion,
accident,   casualty,   labor   trouble,   flood,   drought,  riot,  storm,
condemnation, act of God, public force or otherwise and  (y)  no  change in
the  assets  or liabilities, or in the business or condition, financial  or
otherwise, or in the results of operations or prospects, of the Company and
its subsidiaries  except in the ordinary course of business; and no fact or
condition exists or  is contemplated or threatened which might cause such a
change in the future.

     7.`  CURRENT PUBLIC  INFORMATION.  The Company is a "reporting issuer"
as defined in Rule 902(l) of  Regulation S and it has a class of securities
registered under Section 12(b)  or  12(g) of the 1934 Act.  The Company has
delivered to the Subscribers  copies  of  the  Company's  Form  10-K Annual
Report for the most recent fiscal year ended, Form 10-Q for the most recent
fiscal quarter ended, most recent proxy statement for its Annual Meeting of
Shareholders,  and  each  interim  report  on Form 8-K filed by the Company
since  the  date  of  its  most recent Annual Report  on  Form  10-K.    In
addition, the Company has delivered  to  each  Subscriber  a  draft  of the
proposed  Form  10-Q  for  the  fiscal  quarter  ended August 3, 1996 and a
Confidential Private Placement Memorandum dated July  29,  1996 from Duff &
Phelps  containing  certain information and forecasts with respect  to  the
Company.

     8.`  NO DIRECTED  SELLING  EFFORTS  IN  REGARD  TO  THIS  TRANSACTION;
COMPLIANCE WITH REGULATION S.  The Company has not, and to the best  of the
Company's   knowledge   no   Subscriber   nor   any  distributor,  if  any,
participating in the offering of the Securities nor  any  person acting for
the  Company  or  any such distributor has conducted any "directed  selling
efforts" as that term  is defined in Rule 902 of Regulation S.  The Company
has not offered the Securities  to  the  Subscribers  in the U.S. or to any
person in the United States or any U.S. person. The Company  represents and
warrants  that  the  offering  by  the  Company  of  the Securities to  the
Subscribers, as contemplated in this Agreement (the "Offering") is not part
of a plan or scheme to evade the registration provisions of the Act.

     9.`  NO CONFLICTS.  Except as set forth on Schedule 2.9, the execution
and  delivery  of this Agreement and the consummation of  the  transactions
contemplated hereby  does  not  and  will  not conflict with or result in a
breach by the Company of any of the terms or provisions of, or constitute a
default under, the Certificate of Incorporation  or  bylaws of the Company,
or any indenture, mortgage, deed of trust or other agreement  or instrument
to which the Company is a party or by which it or any of its properties  or
assets  are  bound, or any existing applicable decree, judgment or order of
any court, Federal or State regulatory body, administrative agency or other
governmental body  having  jurisdiction  over  the  Company  or  any of its
properties or assets.

     10.` NO  ACTION.   The  Company  has  not taken and will not take  any
action that will affect in any way the running of the Restricted Period (as
such term is defined in Section 3.1 below) or the ability of any Subscriber
to resell freely the Securities in accordance  with  applicable  securities
laws and the Agreement.

     11.` COMPLIANCE WITH LAWS.  As of the date hereof, the conduct  of the
business  of  the  Company  complies  in  all  material  respects  with all
statutes,  laws,  regulations,  ordinances,  rules,  judgments,  orders  or
decrees  applicable thereto, except for non compliance which would not have
a material adverse effect on the business, properties, condition (financial
or otherwise),  results  of  operations  or  prospects  of  the  Company (a
"Material  Adverse  Effect").   The Company has not received notice of  any
alleged  violation  of  any  statute,  law,  regulation,  ordinance,  rule,
judgement, order or decree from  any  governmental  authority,  which would
have a Material Adverse Effect.

     12.` LITIGATION.  Except as disclosed in the SEC Reports, there  is no
action, suit or proceeding before or by any court or governmental agency or
body, domestic or foreign, now pending or, to the knowledge of the Company,
threatened,  against  or  affecting  the Company, or any of its properties,
which could reasonably be expected to result in any material adverse change
in the business, properties, results of operations, condition (financial or
otherwise),  or prospects of the Company,  or  which  could  reasonably  be
expected to materially and adversely affect the properties or assets of the
Company or which  could  reasonably  be  expected  to  interfere  with  the
Company's  ability  to  consummate  the  transactions  contemplated by this
Agreement.

     13.` DISCLOSURES.  There is no fact known to the Company  (other  than
general  economic  conditions  known  to the public generally) that has not
been disclosed in writing to the Subscribers  that  (a) could reasonably be
expected to have a Material Adverse Effect or (b) except  as  disclosed  on
Schedule  2.9,  could  reasonably  be  expected to materially and adversely
affect the ability of the Company to perform  its  obligations  pursuant to
this Agreement and the issuance of the Securities hereunder.

     14.` PRIOR  ISSUANCES UNDER REGULATION S; PRIVATE PLACEMENTS.   Except
as set forth in the  SEC  Reports, the Company has not issued any shares of
its Common Stock (or securities  convertible into or exercisable for shares
of  Common  Stock) (i)  under Regulation  S  ("Regulation  S  Securities"),
except for shares  of  Common  Stock  issued  as  an  adjustment  to, or in
connection  with  a  conversion or exercise of, Regulation S Securities  or
(ii) pursuant to any other exemption from registration under the Act.
     15.` COMMISSIONS.   Except  as  disclosed on Schedule 2.15, and except
for a fee which is payable by the Company  as  contemplated in the Transfer
Agent  Agreement  to  Alpine  Capital Partners (Evan  Bines)  for  services
rendered to the Company not to  exceed  three percent (3%) of the aggregate
purchase  price  of  the  Preferred  Shares,  no   other  person,  firm  or
corporation will be entitled to receive any brokerage  fee,  commission  or
other  similar payment from the Company in connection with the consummation
of the transactions  contemplated hereby and the Company shall not make any
such payment to any person,  firm  or  corporation  other  than  (i) Alpine
Capital Partners (Evan Bines), and (ii) any payment the Company may make to
compromise or settle the matter disclosed on Schedule 2.15.

3.   REPRESENTATIONS  AND  WARRANTIES OF SUBSCRIBER; ACCESS TO INFORMATION;
     INDEPENDENT INFORMATION; INDEPENDENT INVESTIGATION

     Each Subscriber represents  and  warrants  to  the Company, on its own
behalf and on behalf of each person or entity for which  the  Subscriber is
acting as a fiduciary, as follows:

     1.`  OFFSHORE TRANSACTION.

          (a)  no Subscriber is a "U.S. person" as that term is  defined in
     Rule 902(o) of Regulation S (a copy of which definition is attached as
     EXHIBIT  C),  and no Subscriber is an entity organized or incorporated
     under the laws  of  any  foreign  jurisdiction  by  any  "U.S. person"
     principally for the purpose of investing in securities not  registered
     under   the  Act,  unless  the  Subscriber  is  or  was  organized  or
     incorporated  by  "U.S.  persons"  who  are  accredited  investors (as
     defined in Rule 501(a) under the Act) and who are not natural persons,
     estates or trusts ("Institutional Investors");

          (b)  the  Preferred Shares were not offered to any Subscriber  or
     to any Investor  in  the United States and at the time of execution of
     this Subscription Agreement  and  of  any  offer to such Subscriber to
     purchase the Preferred Shares hereunder, such  Subscriber  was outside
     the United States;

          (c)  each  Subscriber  is  purchasing the Securities for its  own
     account and not on behalf of or for the benefit of any U.S. person and
     the resale of the Securities has  not  been prearranged with any buyer
     in the United States;

          (d)  each Subscriber agrees and to  the  best  knowledge  of  the
     Subscriber  each distributor, if any, participating in the offering of
     the Securities, has agreed that all offers and sales of the Securities
     prior to the  expiration  of  a  period  commencing on the Closing and
     ending forty (40) days thereafter (the "Restricted  Period") shall not
     be made to U.S. persons or for the account or benefit  of U.S. persons
     and  shall  otherwise  be  made  in compliance with the provisions  of
     Regulation S.  No Subscriber has been engaged or acted as or on behalf
     of a distributor or dealer (and is  not  an affiliate of a distributor
     or dealer) with respect to this transaction.

     2.d  INDEPENDENT  INVESTIGATION.   Each  Subscriber,  in  offering  to
subscribe for the Securities hereunder, has, prior to the date hereof, been
given access to and the opportunity to examine all books and records of the
Company,  and all material contracts and documents  of  the  Company.    In
making its investment decision to purchase the Securities, no Subscriber is
relying on  any  oral  or  written  representations  or assurances from the
Company  or any other person or any representation of the  Company  or  any
other person other than as set forth in this Agreement,  the SEC Reports or
in a document  executed  by a duly authorized representative of the Company
making reference to this Agreement.  Each Subscriber has such experience in
business and financial matters that it is capable of evaluating the risk of
its investment and determining  the  suitability  of  its investment.  Each
Subscriber is a sophisticated investor, as defined in Rule 506(b)(2)(ii) of
Regulation D under the Act, and an "accredited investor" as defined in Rule
501 of Regulation D under the Act, a copy of which definition  is  attached
hereto as EXHIBIT D.

     3.d  ECONOMIC RISK.  Each Subscriber understands and acknowledges that
an investment in the Securities involves a high degree of risk, including a
possible total loss of investment.  Each Subscriber represents that  it  is
able to bear the economic risk of an investment in the Securities.

     4.d  NO   GOVERNMENT  RECOMMENDATION  OR  APPROVAL.   Each  Subscriber
understands that no United States federal or state agency or similar agency
of  any other country  has  passed  upon  or  made  any  recommendation  or
endorsement  of  the  Company,  this transaction or the subscription of the
Securities.

     5.d  NO DIRECTED SELLING EFFORTS  IN  REGARD  TO THIS TRANSACTION.  No
Subscriber has conducted any "directed selling efforts"  as  that  term  is
defined  in  Rule  902  of  Regulation  S.  Such activity includes, without
limitation, the mailing of printed material  to  investors  residing in the
United  States,  the holding of promotional seminars in the United  States,
the  placement  of  advertisements   with   radio  or  television  stations
broadcasting  in  the  United  States  or in publications  with  a  general
circulation  in  the  United States, which  discuss  the  offering  of  the
Securities.

     6.d  NO REGISTRATION.  Each Subscriber understands that the Securities
have not been registered  under  the  Act  and  are  being offered and sold
pursuant to an exemption from registration contained in  the  Act  based in
part  upon  the  representations of such Subscriber contained herein.   The
Common Shares do,  however,  carry certain registration rights as set forth
in the Registration Rights Agreement  executed by the parties hereto in the
form attached hereto as EXHIBIT E (the "Registration Rights Agreement").

     7.d  NO  PUBLIC  SOLICITATION.   Without  conducting  any  independent
investigation,  no  Subscriber  knows  of  any   public   solicitation   or
advertisement of an offer in connection with the proposed issuance and sale
of the Securities.

     8.d  INVESTMENT  INTENT.   Each Subscriber is acquiring the Securities
for such Subscriber's own account,  for  investment  and not with a view to
the distribution thereof.  Each Subscriber understands  that  except as set
forth  in  the  Registration  Rights Agreement, the Company has no  present
intention of registering any such  sale of the Securities.  Each Subscriber
represents and warrants to the Company  that  it  has  no  present  plan or
intention  of  selling  the  Securities  in  the United States, has made no
predetermined  arrangements  to  sell  the  Securities   (other   than  the
registration  provisions  contained  in  the Registration Rights Agreement,
which pertain only to a potential method of disposing of the Common Shares)
and  that  the  Offering,  together  with  any  subsequent  resale  by  any
Subscriber of the Securities, is not part of a plan  or scheme to evade the
registration provisions of the Act.  No Subscriber currently  has  a  short
position  in  the  Common  Shares, including any short call position or any
long put position or any contract  or  arrangement  that  has the effect of
eliminating  or  substantially  diminishing  the risk of ownership  of  the
Securities, nor has any Subscriber engaged in  any hedging transaction with
respect to the Securities.

     9.d  INCORPORATION AND AUTHORITY.  Each Subscriber  has the full power
and authority to execute, deliver and perform this Agreement and to perform
its  obligations hereunder.  This Agreement has been duly approved  by  all
necessary  action  of  each Subscriber, including any necessary shareholder
approval, has been executed  by persons duly authorized by each Subscriber,
and constitutes a valid and legally  binding obligation of each Subscriber,
enforceable in accordance with its terms.

     10.d NO RELIANCE ON TAX ADVICE.   Each  Subscriber  has  reviewed with
his, her or its own tax advisors the foreign, federal, state and  local tax
consequences  of  this  investment,  where applicable, and the transactions
contemplated by this Agreement.  Each  Subscriber is relying solely on such
advisors and not on any statements or representations of the Company or any
of its agents and understands that such  Subscriber  (and  not the Company)
shall be responsible for the Subscriber's own income tax liability that may
arise  as  a result of this investment or the transactions contemplated  by
this Agreement.

     11.d INDEPENDENT  LEGAL  ADVICE.  Each Subscriber acknowledges that it
has  had the opportunity to review  this  Agreement  and  the  transactions
contemplated  by  this  Agreement  with  his, her or its own legal counsel.
Each Subscriber is relying solely on such counsel and not on any statements
or representations of the Company or any of  its  agents  for  legal advice
with  respect to this investment or the transactions contemplated  by  this
Agreement,  except  for  the  representations, warranties and covenants set
forth herein and on the opinion provided for in Section 5.7 hereof.

4.   LEGENDS; SUBSEQUENT TRANSFER OF SECURITIES

     1.d  LEGENDS.  The certificate(s)  representing  the  Preferred Shares
shall bear a legend substantially as set forth below and any  other legend,
if  such  legend  or legends are reasonably required to comply with  state,
federal or foreign law.  Assuming that there are no changes in the material
facts set forth in  Section  3 of this Agreement or applicable law from the
date hereof until the date of conversion, all certificates representing the
Common  Shares into which the Preferred  Shares  are  converted  after  the
Restricted Period shall not bear a legend.

     "The  Securities of Successories, Inc. (the "Issuer") represented
     hereby  have  been  issued  pursuant to Regulation S, promulgated
     under the United States Securities  Act  of 1933, as amended (the
     "Act"),  and  have  not  been registered under  the  Act  or  any
     applicable state securities  laws.   These  Securities may not be
     offered or sold within the United States or to or for the account
     of  a  "U.S.  Person" (as that term is defined in  Regulation  S)
     during the period  commencing on the sale of these securities and
     ending on the fortieth  (40th)  day  following  completion of the
     Regulation  S  offering  of  the  Issuer pursuant to which  these
     securities have been issued, which  day  is October 16, 1996 (the
     "Restricted  Period").   The  Securities  represented   by   this
     certificate  may  first  be  converted  into  common stock of the
     issuer   on   October   26,  1996  and  are  subject  to  further
     restrictions on conversion as set forth in this certificate.  The
     Issuer will notify the transfer  agent  of the date of completion
     of  such  offering  and  of  the  expiration of  such  Restricted
     Period."

     2.d  TRANSFERS. The Company agrees,  and  shall  instruct  its agents,
that the Securities may be transferred to any person or entity who  is  not
an  affiliate  of  the Company if such transfer occurs after the Restricted
Period, without (a)  any  further  restriction  on  transfer  (provided the
transfer  is made in compliance with the Act) or (b) the entry of  a  "stop
transfer" order  against  such  Securities, and the Securities delivered to
the transferee shall not bear a legend.   The  Company  may  place  a  stop
transfer  order  on  any  Preferred  Shares  or  Common  Shares  during the
Restricted Period for the duration of the Restricted Period.  Upon election
by  a  Subscriber to convert the Preferred Shares into Common Shares,  such
Subscriber  shall  deliver to the Transfer Agent a duly completed Notice of
Conversion (a "Notice of Conversion").

5.   COVENANTS OF THE COMPANY

     1.d  ACCOUNTANTS.    For  as  long  as  any  Preferred  Shares  remain
outstanding, the Company shall,  until  at  least the second anniversary of
the date of the Closing (the "Closing Date"),  maintain  as its independent
auditors an accounting firm that is authorized to practice before the SEC.

     2.d  CORPORATE  EXISTENCE  AND  TAXES.   For as long as any  Preferred
Shares  remain  outstanding,  the  Company  shall  maintain  its  corporate
existence in good standing, and shall pay all its taxes when due except for
taxes  which  the  Company  disputes in good faith and for  which  adequate
reserves are established on the Company's books and records.

     3.d  RESERVED SHARES AND  LISTINGS.   For  so  long  as  any Preferred
Shares remain outstanding:

          (a)  the  Company  will reserve from its authorized but  unissued
     shares of Common Stock a  sufficient number of Common Shares to permit
     the conversion in full of the then outstanding Preferred Shares; and

          (b)  the Company will maintain the listing of its Common Stock on
     the NASDAQ stock market; and

          (c)  until such time as  all  of  the  Preferred Shares have been
     converted  into Common Shares, the Company will  not  repurchase  more
     than ten percent  (10%)  of its Common Stock issued and outstanding on
     the  date  hereof  or  otherwise  enter  into  any  other  transaction
     (including stock split,  recapitalization  or other transaction) which
     would cause a decrease in the number of its  shares  of  Common  Stock
     issued   and  outstanding  (other  than  transactions  that  similarly
     decrease the number of shares of Common Stock into which the Preferred
     Shares are convertible); and

          (d)  the  Company will (I) retain the Transfer Agent as the stock
     transfer  agent of  the  Company,  and  (II)  if  the  Transfer  Agent
     voluntarily or involuntarily fails to so serve, select an independent,
     unaffiliated  replacement  stock transfer agent willing to perform the
     duties of the Transfer Agent under the Transfer Agent Agreement.

     4.d  ISSUANCE OF COMMON SHARES.   Upon  conversion  of  the  Preferred
Shares  in accordance with their terms, the Company will, and will use  its
best lawful  efforts  to  cause  the  Transfer  Agent to, issue one or more
certificates representing Common Shares in such name  or  names and in such
denominations  specified  by  a Subscriber in a Notice of Conversion.   The
Common Shares to be issued upon  conversion  of  the Preferred Shares shall
not bear any restrictive legends and shall be freely  tradeable, subject to
compliance  with  Federal and state securities laws and the  terms  of  the
Preferred Shares.   Consistent  with  the  Transfer  Agent  Agreement,  the
Company   further   warrants   that   no   instructions  other  than  these
instructions, and instructions for a "stop transfer"  until  the end of the
Restricted  Period,  have been or will be given to the Transfer  Agent  and
also warrants that the Common Shares shall otherwise be freely transferable
by Subscriber on the books and records of the Company subject to compliance
with Federal and State  securities  laws  and  the  terms  of the Preferred
Shares.   The  Company  will  notify  the  Transfer  Agent  of the date  of
completion of the Offering and of the date of expiration of the  Restricted
Period.   Nothing  in  this  section shall affect in any way a Subscriber's
obligations and agreement to comply  with  all  applicable  securities laws
upon resale of the Securities.

     5.d  COPIES  OF  INFORMATION.  The Company undertakes to furnish  each
Subscriber with copies  of  such  other  information  as  may be reasonably
requested by such Subscriber prior to consummation of this  Offering.   The
Company  will  provide  the  Subscribers  with copies of all future filings
under the 1934 Act for so long as any Preferred Shares are outstanding.

     6.d  COMPLIANCE  WITH  LAWS.   The  Company   shall  comply  with  all
applicable Federal and state securities laws with respect  to  the  sale of
the  Securities,  including  but  not  limited to the filing of all reports
required to be filed in connection therewith  with  the  SEC  or  any stock
exchange or the NASDAQ Stock Market or any other regulatory authority.

     7.d  OPINION OF COUNSEL.  Each Subscriber shall, prior to the Closing,
receive  an opinion letter from counsel to the Company, to the effect  that
(i) the Company  is  duly  incorporated  and  validly  existing;  (ii) this
Agreement,  the  issuance of the Preferred Shares, and the issuance of  the
Common Shares upon  conversion  of  the  Preferred  Shares  have  been duly
approved  by  all  required  corporate  action, and that both the Preferred
Shares and the Common Shares, upon due issuance,  shall  be  validly issued
and outstanding, fully paid and nonassessable; and (iii) this Agreement and
the Registration Rights Agreement are each valid and binding obligations of
the Company, enforceable in accordance with their terms,  subject  to  laws
of general application relating to bankruptcy, insolvency and the relief of
debtors  and  rules  of  laws  governing  specific  performance  and  other
equitable  remedies;  except  that  with  respect to the foregoing opinions
counsel may add such qualifications as are  consistent  with firm practice.
The Company further covenants that, contemporaneously with the execution of
the  Transfer Agent Agreement, it will arrange for issuance  of  any  legal
opinions  required  by the Company's Transfer Agent in order to ensure that
the Common Shares are  issued without restrictive legends upon receipt of a
Notice of Conversion, as contemplated in the Transfer Agent Agreement.

     8.d  CONSULTATION WITH  LEGAL COUNSEL.  The Company shall consult with
its legal counsel regarding its 1934 Act filing requirements including, but
not limited to, the possible obligation  of the Company to file Form 8-K in
connection with the Offering, and will timely make any and all such filings
deemed necessary by such counsel.

     9.d  REGISTRATION RIGHTS.  The Company  will grant the Subscribers the
registration rights covering the Common Shares  issuable  on  conversion of
the Preferred Shares on the terms of the Registration Rights Agreement.

6.   COVENANTS OF THE SUBSCRIBERS.

     1.d  DEALINGS  IN  COMMON  SHARES.   Each  Subscriber  covenants  that
neither it nor any of its affiliates nor any person acting on  its or their
behalf  has  the intention of entering, or will enter during the Restricted
Period, into any  put  option, short position or any hedging transaction or
other similar instrument  or  position with respect to the Common Shares or
securities of the same class as the Common Shares and neither it nor any of
its affiliates nor any person acting on its or their behalf will use at any
time  Common Shares to settle any  put  option,  short  position  or  other
similar instrument or position that may have been entered into prior to the
execution of this Agreement.

     2.d  NO  SALE  IN  VIOLATION  OF  THE  ACT.   Each  Subscriber further
covenants that it will not make any sale, transfer or other  disposition of
the  Securities  in  violation of the Act (including Regulation S)  or  the
rules  and regulations  of  the  Commission  promulgated  thereunder.  Each
Subscriber acknowledges and agrees that the Securities may and will only be
resold (a)  in compliance with Regulation S; (b) pursuant to a Registration
Statement under  the Act; or (c) pursuant to an exemption from registration
under the Act.


7.   ISSUANCE OF FURTHER SECURITIES

     1.d  RIGHT OF  FIRST  REFUSAL.   The  Company  hereby  grants  to  the
Subscribers the right of first refusal to purchase all (or any part) of New
Securities  (as defined in this Section) that the Company may, from time to
time, propose  to  sell and issue.  "New Securities" shall mean any capital
stock of the Company, whether now authorized or not, and rights, options or
warrants to purchase  said  capital stock, and debt or equity securities of
any type whatsoever that are,  or may become, convertible into said capital
stock; provided, however, that the  term  "New Securities" does not include
securities issued in Excluded Financings.   "Excluded  Financings" mean (i)
non-convertible debt or non-convertible preferred stock  financings  of any
type,  (ii) public offerings at the market price of the Common Stock, (iii)
private  financings  at a price, including conversion price, at least equal
to the then-current market  price  of  the  Common Stock (determined as set
forth in the Certificate of Designation), (iv) project financings, (v) bank
financings,  (vi) the issuance and sale of, or  the  grant  of  options  to
purchase, shares  of Common Stock pursuant to any of the Company's employee
or director stock option, compensation, bonus or incentive plans, (vii) the
issuance or sale of Common Stock and/or warrants for the acquisition by the
Company of operating  assets  to  be owned and operated by the Company or a
subsidiary of the Company, (viii) the  issuance  of  shares of Common Stock
pursuant to or in connection with (A) warrants for the  purchase of 112,000
shares  of  Common  Stock issued to certain investors holding  subordinated
debt of the Company and  options  for  the  purchase  of  150,000 shares of
Common Stock to be issued in connection with the extension  of the terms of
such  subordinated  debt;  (B)  the Company's 1995 Employee Stock  Purchase
Plan; (C) the Company's Stock Option Plan; (D) options granted to Arnold M.
Anderson  pursuant  to  the  terms of  that  certain  Common  Stock  Option
Agreement and that certain Incentive  Stock  Option  Agreement; (E) options
granted to James M. Beltrame pursuant to the terms of  that  certain Common
Stock  Option Agreement and that certain Incentive Stock Option  Agreement;
(F) any  merger  or  acquisition  entered  into by the Company; and (G) any
existing options or warrants disclosed on Schedule  2.4  to this Agreement,
and (ix) any other financings pursuant to which securities  of  the Company
are issued, provided that such securities are not convertible, exchangeable
or  exercisable  for  shares  of  Common  Stock  which  are  either  freely
tradeable,  or  freely  tradeable  upon  effectiveness  of  a  registration
statement  which  the Company is required to file with the SEC as  part  of
such financing, in  each  case  within one (1) year of the date hereof.  In
the  event  that the Company proposes  to  undertake  an  issuance  of  New
Securities, it  shall give the Subscribers written notice of its intention,
describing the type of New Securities, the price and the general terms upon
which the Company  proposes  to issue the same.  Each Subscriber shall have
fifteen (15) days from the date  of  receipt of any such notice to agree to
purchase all or less than all of the New  Securities for the price and upon
the general terms specified in the notice by  giving  written notice to the
Company and stating therein the quantity of New Securities to be purchased.
If any such Subscriber fails to exercise in full the right of first refusal
within such fifteen (15) day period, then the Company shall have sixty (60)
days   thereafter   to  sell  the  New  Securities  respecting  which   the
Subscribers' rights were  not  exercised, at a price and upon general terms
no more favorable to the purchasers thereof than specified in the Company's
notice.  In the event that the Company  has  not  sold  the  New Securities
within  such sixty (60) day period, the Company shall not thereafter  issue
or sell any  New  Securities  without first offering such securities to the
Subscribers in the manner provided  above.   The  right  of  first  refusal
granted  under  this Section shall terminate upon the earlier of:  (i)  180
days  following  the  Closing  Date;  or  (ii)  the  date  upon  which  the
Subscribers cease  to own at least one-third of the Preferred Shares or the
Common Shares issuable upon conversion thereof.

8.   LIQUIDATED DAMAGES FOR LATE CONVERSION.

     1.d  LIQUIDATED   DAMAGES.    As  set  forth  in  the  Certificate  of
Designation, the Company shall use its  best  efforts to issue and deliver,
within three (3) New York Stock Exchange trading  days  after  a Subscriber
has  fulfilled  all  conditions  and submitted a Notice of Conversion  duly
executed and in proper form required  for conversion as contemplated by the
Transfer Agent Agreement (the "Deadline"),  to such Subscriber or any party
receiving the Preferred Shares by transfer from  such  Subscriber (together
with such Subscriber, a "Holder"), at the address of the  Holder  set forth
in  the Notice of Conversion and in the absence thereof at such address  as
set forth  in  the  Transfer Agent Agreement, a certificate or certificates
for the number of Common Shares to which the Holder shall be entitled.  The
Company understands that a delay in the issuance of the Common Shares after
the Deadline could result  in  economic  loss  to  the  Holder.  If for any
reason other than (x) a failure of any material representation  or warranty
of any Subscriber herein to be true and correct or (y) a change in  law  or
administrative  rules governing Regulation S that would prevent the Company
from  issuing  Common   Shares  following  the  Restricted  Period  without
restrictive legend, the Company  fails  to  issue  the  Common  Shares,  as
compensation to the Holder for such loss, and not as a penalty, the Company
agrees  to pay liquidated damages to the Holder for late issuance of Common
Shares upon  conversion  in  accordance  with the following schedule (where
"No. Business Days Late" is defined as the  number  of  business days after
the Deadline):

                                         Aggregate
    NO. BUSINESS DAYS LATE          LIQUIDATED DAMAGES
                                   (per each Preferred
                                    Share outstanding)


              1                           $ 50
              2                           $100
              3                           $150
              4                           $200
              5                           $250
              6                           $300
              7                           $350
              8                           $400
              9                           $450
             10                           $500
            >10                           $500 + an additional $100
                                          for each Business Day Late
                                          beyond 10 days

The Company shall pay the Holder any liquidated damages incurred under this
Section  by  wire  transfer  of immediately available funds to  an  account
designated by Holder upon the  earlier  to  occur  of  (i)  issuance of the
Common  Shares  to the Holder of the required Common Shares that  were  not
issued, or (ii) each  monthly  anniversary of the receipt by the Company of
such  Holder's  Notice  of Conversion.   Nothing  herein  shall  waive  the
Company's obligations to  deliver  Common  Shares  upon a conversion of the
Preferred Shares or limit any Subscriber's right to  pursue  actual damages
for  the  Company's  failure  to  issue  and deliver Common Shares to  such
Subscriber in accordance with the terms of  the Certificate of Designation,
provided, any actual damages recoverable by any Subscriber shall be reduced
to the extent of any previously paid liquidated damages hereunder.

     2.d  CONVERSION NOTICE.  The Company agrees  that,  in addition to any
other  remedies which may be available to the Subscribers,  including,  but
not limited  to  the remedies available under Section 8.1, in the event the
Company fails for  any  reason  to  effect  delivery  to  a  Subscriber  of
certificates  representing  Common Shares on or prior to the Deadline, such
Subscriber  will  be  entitled  to  revoke  the  Notice  of  Conversion  by
delivering a notice to such effect to the Company whereupon the Company and
the  Subscriber  shall  each  be restored  to  their  respective  positions
immediately prior to delivery of such Notice of Conversion.

9.   CONDITIONS TO CLOSING; DELIVERIES AT CLOSING.

     1.d  CONDITIONS TO SUBSCRIBERS' OBLIGATIONS TO CLOSE.  The obligations
of the Subscribers to purchase  the  Preferred Shares offered hereunder are
conditioned on the fulfillment or waiver of the following:

          (a)  the  execution  and  delivery   of   this   Agreement,   the
     Registration  Rights Agreement and the Transfer Agent Agreement by the
     Company;

          (b)  the execution  and  delivery of the Transfer Agent Agreement
     by the Transfer Agent;

          (c)  all the representations  and  warranties  of  the Company in
     this Agreement as of the date hereof shall be true and correct  at the
     Closing  as if made on such date, and the Company shall have performed
     all actions required hereunder;

          (d)  receipt  of  the  opinion of legal counsel to the Company to
     the effect set forth in Section 5.7;

          (e)  filing of the Certificate  of Designation with the Secretary
     of State of Illinois; and

          (f)  a  waiver or consent of American  National  Bank  and  Trust
     Company of Chicago  to  the Company's consummation of, and performance
     under,  this  Agreement  and  the  documents  executed  in  connection
     herewith.

     2.f  CONDITIONS TO THE COMPANY'S  OBLIGATION TO CLOSE.  The obligation
of  the  Company  to  sell  the  Preferred  Shares  offered  hereunder  are
conditioned on the fulfillment or waiver of the following:

          (a)  the   execution  and  delivery  of   this   Agreement,   the
     Registration Rights  Agreement and the Transfer Agent Agreement by the
     Subscribers;

          (b)  the execution  and  delivery of the Transfer Agent Agreement
     by the Transfer Agent;

          (c)  all the representations  and  warranties  of each Subscriber
     made in this Agreement as of the date hereof shall be true and correct
     at the Closing as if made on such date, and each Subscriber shall have
     performed all actions required hereunder; and

          (d)  a  waiver  or  consent of American National Bank  and  Trust
     Company of Chicago to the  Company's  consummation of, and performance
     under,  this  Agreement  and  the  documents  executed  in  connection
     herewith.


10.  GOVERNING LAW

     This Agreement shall be governed by  and  construed in accordance with
the laws of the State of Illinois, U.S.A., applicable to agreements made in
and  wholly to be performed in that jurisdiction  without  regards  to  the
choice of law rules of such state, except for matters arising under the Act
or the  1934  Act  which  matters  shall  be  construed  and interpreted in
accordance  with  such laws.  Any action brought to enforce,  or  otherwise
arising out of, this  Agreement  shall  be heard and determined in either a
Federal or state court sitting in the County  of  Dallas,  State  of Texas,
U.S.A.

11.  ENTIRE AGREEMENT; AMENDMENT

     This Agreement, the Registration Rights Agreement, the Transfer  Agent
Agreement and the other documents delivered pursuant hereto constitute  the
full and entire understanding and agreement between the parties with regard
to  the  subjects hereof and thereof, and no party shall be liable or bound
to any other  party  in  any  manner  by any warranties, representations or
covenants except as specifically set forth  herein  or  therein.  Except as
expressly provided herein, neither this Agreement nor any  term  hereof may
be  amended,  waived,  discharged  or  terminated  other  than by a written
instrument  signed  by  the  party  against  whom enforcement of  any  such
amendment, waiver, discharge or termination is sought.

12.  NOTICES, ETC.

     Any notice, demand or request required or  permitted  to  be  given by
either  the  Company  or  any  Subscriber  pursuant  to  the  terms of this
Agreement  shall  be  in  writing  and shall be deemed given when delivered
personally or by facsimile, with a hard  copy  to follow by two day courier
addressed to the parties at the addresses of the  parties  set forth at the
end  of  this  Agreement  or  such other address as a party may request  by
notifying the other in writing.

13.  CONFIDENTIALITY.

     The  Subscribers will keep  confidential  all  non-public  information
regarding the  Company that they receive from the Company unless disclosure
of such information is compelled by a court or other administrative body or
otherwise necessary, in the opinion of Subscribers' counsel, to comply with
applicable law.  Neither party shall disclose any information regarding any
of the transactions  contemplated  hereby  without the prior consent of the
other party, unless such disclosure is required  in  filings  made with the
SEC.

14.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts,  each of
which  shall  be  enforceable  against  the parties actually executing such
counterparts, and all of which together shall constitute one instrument.  A
facsimile  transmission of a signature hereto  shall  be  valid  as  if  an
original and binding on all parties.

15.  SEVERABILITY

     In the  event  that  any  provision  of  this  Agreement becomes or is
declared by a court of competent jurisdiction to be illegal,  unenforceable
or  void,  this  Agreement shall continue in full force and effect  without
said provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.

16.  TITLES AND SUBTITLES

     The  titles  and  subtitles  used  in  this  Agreement  are  used  for
convenience only and are not to be considered in construing or interpreting
this Agreement.

17.  PARTIES IN INTEREST CITED

     This  Agreement   may   not   be  transferred,  assigned,  pledged  or
hypothecated by any party hereto, other  than  by  operation  of law.  This
Agreement  shall  be binding upon, and shall inure to the benefit  of,  the
parties  hereto and  their  respective  heirs,  executors,  administrators,
successors and permitted assigns.

18.  INDEMNITY OF SUBSCRIBERS

     The Company  hereby agrees to indemnify, defend and hold harmless each
Subscriber from and against any damage, cost or expense (including, without
limitation, defense  costs)  incurred  by  such  Subscriber by reason of or
arising out of any claim by Duff & Phelps associated  with the transactions
contemplated by this Agreement.








                     [SIGNATURE PAGES FOLLOW]


     The undersigned Subscribers acknowledge that this  subscription  shall
not be effective unless accepted by the Company as indicated below.

Dated this 16th day of September, 1996.

SEACREST CAPITAL LIMITED FAIRWAY CAPITAL LIMITED
27 Wellington Road            27 Wellington Road
Cork, Ireland                      Cork, Ireland


Signature                     Signature

Place of Execution:           Place of Execution:
Great Britain                      Great Britain


     THIS  SUBSCRIPTION  IS  ACCEPTED  BY  THE  COMPANY  ON THE 16TH DAY OF
SEPTEMBER, 1996.

                                   SUCCESSORIES, INC.
                                   919 Springer Drive
                                   Lombard, Illinois 60148


                                   By:
                                   Print Name:
                                   Title:














44351.4H
                           SCHEDULE 1.1

                            SUBSCRIBERS



                       LIQUIDATION VALUE       NUMBER OF
                       OF PREFERRED       PREFERRED SHARES        AGGREGATE
NAME     ADDRESS      SHARES SUBSCRIBED   SUBSCRIBED FOR       PURCHASE PRICE
                       FOR                ($5,000 PER SHARE
                                             LIQUIDATION
                                              PREFERENCE)

Seacrest
Capital 27 Wellington    $740,000               148             US$584,600
Limited    Road
         Cork, Ireland
Fairway 
Capital  27 Wellington   $1,260,000              252             US$995,400
Limited      Road
         Cork, Ireland
Totals                    $2,000,000              400          US$1,580,000




44351.4H
                           SCHEDULE 2.4

             Capitalization (as of September 12, 1996)

Shares of Common Stock:
     Authorized:             20,000,000
     Issued/Outstanding:      5,255,093
     Held in Treasury:              -0-

Shares of Preferred Stock:
     Authorized:              1,000,000
     Issued:                       -0-
     Outstanding:                  -0-

Convertible Securities:
Options:                      1,472,500
Warrants:                             *




*    any  future  issuances  of  shares  of the Company's Common  Stock  in
     connection with (i) the proposed acquisition  of  British Links by the
     Company and (ii) options for the purchase of 150,000  shares of Common
     Stock to be issued to certain investors holding subordinated  debt  of
     the Company in connectionwith an extension of such subordinated debt









44351.4H
                             EXHIBIT A

                          TO REGULATION S
                 SECURITIES SUBSCRIPTION AGREEMENT


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

                  PURSUANT TO SECTION 6.10 OF THE
       ILLINOIS BUSINESS CORPORATION ACT OF 1983, AS AMENDED


     NOW,  THEREFORE,  BE  IT  RESOLVED,  that  pursuant  to  the authority
conferred  upon the Board Directors of this Corporation in accordance  with
the provisions of the Articles of Incorporation there is hereby established
a series of  the  authorized  preferred  stock of the Corporation, $100 par
value per share, which series shall be designated  as  "Series A Cumulative
Convertible Preferred Stock," and which shall consist of Four Hundred (400)
shares  (collectively  the  "Series A Shares" or singularly,  a  "Series  A
Share") and shall have the following  dividend rights, voting rights, terms
of redemption, redemption prices, liquidation preferences and other rights,
qualifications, limitations and restrictions.

     (A)DIVIDEND RIGHTS

     2.A                               (A)  The  holder  of  record  of  each 
Series A Share (a "Holder") as of the Record Date (as defined below) shall
be entitled to receive, when, as and if declared by the Corporation's  Board
Directors  or  a  duly authorized committee  thereof,  on  January  1,  April 
1, July 1 and October 1 of each year (a "Dividend Payment Date"), at the option 
of the Corporation, either:

                (a)out  of  the  funds  of  the  Corporation legally available 
therefor, cumulative dividends per Series A Share (the "Cash Dividends") in 
cash equal to the "Cash Rate"  (as  hereinafter  defined)  multiplied  by
the Liquidation Preference  (as  defined  in  Paragraph  2  and  as  adjusted
pursuant Paragraph 1.1.D below) for each Quarterly Payment Period (as
hereinafter defined) that such Series A Share is outstanding; or

                (b)cumulative dividends per  Series  A Share (the "PIK 
Dividends") in additional Series A Shares equal to the "PIK Rate" (as 
hereinafter  defined)  multiplied by the Liquidation Preference (and as
adjusted pursuant to Paragraph 1.1.D below) for each  Quarterly  Payment 
Period  that  such Series A Share is outstanding.

To the extent permitted by applicable law  and  not  prohibited pursuant to
the  terms  of  applicable  credit  instruments, senior securities  or  the
Articles of Incorporation, the Board of Directors shall declare either Cash
Dividends  or  PIK  Dividends  (collectively  referred  to  hereinafter  as
"Dividends") on each Dividend Payment  Date  (or,  if  such  day  is  not a
business day, on the next business day thereafter).

                (B) A "Quarterly Payment Period" shall  mean the three-month
period ending on March 31, June 30, September 30 and December 31 of each year.
                (C) The "Cash Rate" and "PIK Rate" both shall  mean  an  annual
dividend rate of 5.53% (i.e., a quarterly dividend rate of 1.38%).  The Cash
Rate and PIK Rate shall collectively be referred to as the "Dividend Rate."
The number of Series A Shares issued as a PIK Dividend shall be the result
obtained by dividing the dollar amount  of  the  Cash Dividend which
would have been paid in lieu of the PIK Dividend by $3,950 per Series A Share
 .

                (D) Dividends shall accrue (whether or not paid) during each
Quarterly Payment  Period  from the Dividend Payment Date immediately 
preceding such Quarterly Payment Period to the last day of such Quarterly 
Payment Period, provided that,  for the first Quarterly Payment Period, 
Dividends shall accrue commencing as of the date of initial issuance of the
Series  A Shares and  shall  be payable for the Quarterly Payment Period 
ending December 31, 1996.  Dividends shall be calculated on the basis
of a 90-day Quarterly  Payment Period and the actual number of days elapsed.
For any Quarterly Payment Period with respect to which the Dividend is not 
fully  paid  in  cash  or  in  Series A Shares on the Dividend Payment Date
at the end of such Quarterly Payment Period, such accrued but unpaid Dividends
shall be added  to  the  Liquidation  Preference  of  the Series A Shares 
effective at the beginning of the Quarterly Payment Period next succeeding 
the Quarterly Payment Period as to which such Dividends were not paid, and
shall  thereafter  accrue additional Dividends at the Dividend Rate.  During
any Quarterly Payment  Period  in  which  a  Notice  of Conversion (as defined 
in Paragraph 5.2 below) is delivered by a Holder, or a Redemption Transaction 
(as defined in Paragraph 5.4A) occurs, the Corporation may,  at  its option,
pay in cash all Dividends which have accrued from the end of the immediately
preceding Quarterly Payment Period.  Any Dividend  payment  made  on Series
A Shares shall be credited against the earliest accrued but unpaid Dividend
which has been added to the Liquidation Preference of the Series A Shares 
pursuant to this Paragraph 1.1.D and shall reduce the Liquidation Preference
by the amount of the Dividend paid.

              3.D Dividends, if and  when  declared  on  each  Series A Share,
shall to the extent permitted by applicable law be declared at least twenty
(20) business days prior to the next Dividend  Payment  Date  for  payment
on the next Dividend Payment Date to the Holders of record on the date
determined in such declaration, which date shall in no event be more than
fifteen  (15)  business days after the date of declaration (the "Record Date")
 .  Dividends shall be payable on each Dividend Payment Date (or if any such
day is not a business day, the next succeeding business day), except that 
Dividends for the period during which a Redemption (as defined in Paragraph 5
 .1) shall occur shall be payable on Series A Shares redeemed in accordance 
with Paragraph 5.2 (unless otherwise  paid  on  a Dividend Payment Date for
 a Record Date occurring prior to a Redemption Date (as defined in Paragraph
5.2)). The Holder of any Series A Shares which are the subject of a 
conversion pursuant to Paragraph 4 shall, on the Conversion Date (as defined
in Paragraph 4.G), cease to have any rights with respect to any accrued 
Dividends on such Series A Shares which have not been declared and paid on 
or before such Conversion Date except to the extent that such accrued but 
unpaid Dividends have been added to the Liquidation Preference  of  such 
Shares  and  except  that  in the event a conversion of Series A Shares is
effected after a Redemption Notice (as defined in Paragraph 5.2) is delivered 
by the Corporation  but prior to a Redemption Date, then, to the extent
lawful, the Corporation shall pay to such Holder an amount in cash equal to
all accrued  and unpaid Dividends from the last Dividend Payment Date until
the date the converting Holder delivered its notice of conversion pursuant to
Paragraph 4.G.

       4.D So long as any Series A Shares arc outstanding, the Corporation
shall not declare, pay or set aside for payment any dividend (other than in
shares of Junior Stock (as hereinafter defined))  or  other distribution in
respect of its Junior Stock, or call for redemption, redeem, purchase or other
wise acquire for any consideration  (other  than  shares  of  its Junior  Stock
) any  shares  of  its Junior Stock, any warrants, rights, calls or options
exercisable for any shares of Junior Stock unless all dividends accumulated 
and  unpaid  with  respect  to  the  Series A Shares are simultaneously 
declared and paid.  "Junior Stock" means Common Stock (as hereinafter defined
) or any other series  of  preferred stock of the Corporation which ranks 
junior to or on a parity with (as determined pursuant to Paragraph 6) the 
Series A Shares.   "Common  Stock" means the common stock, par value
$.01 per share, of the Corporation and any share of successor or replacement
stock.

        5.D Each Holder shall be entitled to participate with the  holders 
 of  Common  Stock equally and ratably  (on the basis of the number of shares
 of Common Stock such Holder would then own if it then converted its Series
  A  Shares pursuant to  Paragraph  4)  in  any subscription rights or other
 similar rights to acquire securities or property of the Corporation granted
 to any holder of Common Stock.

     19.            RIGHTS ON LIQUIDATION AND RANKING


        1.D  In the event of the liquidation, dissolution, winding-up or sale
or other disposition of all or substantially all of the assets of the  
Corporation,  whether  voluntary or involuntary ("Liquidation"), the Holder
of a Series A Share shall be entitled to receive with respect to such Series
A Share,  after  the  satisfaction of all distributions to holders of other
series of preferred stock, if any, which are required (at the direction of 
the holder  thereof  or  otherwise)  to be redeemed prior to or in connection 
with the consummation of such Liquidation or which are expressly senior in
liquidation preference  to  the Series  A  Shares  including any series of 
preferred stock which is mandatorily redeemable (collectively, the "Senior
Payments") but before any distribution  is  made  to  or  set  aside  for 
the holders of Common Stock or any other series of preferred stock of the
Corporation, if any, which are not then required to be redeemed  or  which
 are  junior  in  liquidation  preference to the Series A Shares,  cash  or
any other assets of the Corporation in an amount (or having a fair market 
value) equal to Five  Thousand  Dollars ($5,000) per share (the  "Liquidation
Preference")  plus  all accrued but unpaid Dividends which have been added
to the Liquidation Preference of such shares pursuant to Paragraph 1.1.D up
to  the  date  of  the  final  distribution  in Liquidation.  If, after the
satisfaction of all Senior Payments, the assets of the Corporation available
for distribution to Holders  shall  be  insufficient to permit  the  payment
in  full of the amount due the Holders pursuant to this Paragraph 2, then the
entire assets of the Corporation available for distribution  to  Holders 
after  the  satisfaction  of  all Senior Payments shall be distributed 
PARI PASSU among the Holders and the holders of other series of preferred 
stock which are not  junior  in liquidation preferences to the Series A Shares,
if any, in accordance with their respective liquidation preferences.  The 
fair market value of any assets of the Corporation and the proportion  of 
cash and other assets distributed by the Corporation to the Holders of  the
Series  A  Shares  shall  be  reasonably determined in good faith by the 
Board of Directors.  A merger or consolidation of the Corporation with 
another corporation (or other business entity)  or a voluntary sale of all
or substantially all of the assets of the Corporation principally in exchange 
for stock and/or securities of  another  corporation (all referred to as a
 "Merger") shall not be deemed a Liquidation if such Merger does not
occur as part of a proceeding under  Title  11 of the United States Code or
 any federal or state law for the protection of creditors or relief of debtors
 .

        2.D With regard  to  rights  to  receive  distributions  upon  
Liquidation of the Corporation and dividends, the Series A Shares shall rank
senior to the Common Stock and any other equity securities  of  the  
Corporation  that  by their terms are not made senior to or on a parity with
 the Series A Shares as to such rights.

     20.                      VOTING RIGHTS

        1.D Except as otherwise provided in Paragraphs 3.2 and 3.3 below, 
each Holder shall have the same voting rights as a holder of the number of
shares of Common Stock which such Holder would then own if it then converted
its Series A Shares pursuant to Paragraph 4; PROVIDED that the voting rights
of such Holder shall be limited to the extent necessary such that in no  
event  will  the  Holder  be  entitled  to vote more than 4.99% of the then 
issued and outstanding shares of voting stock of the Corporation.

        2.D So long  as  any of the Series A Shares are outstanding the 
Corporation will not, without the affirmative vote or consent of the Holders
 of at least eighty percent (80%) of the Series A Shares at the time 
outstanding, given in person or by proxy, either in writing or by a 
resolution  adopted  at  a  meeting  called  for such purpose, with the 
Holders of the Series A Shares voting or consenting separately as a class:

       (A)amend, alter or repeal any of the provisions of the Corporation's
                                    Articles  of Incorporation or Bylaws or
                                    the resolution  providing for the issue
                                    of  the  Series A Shares  or  pass  any
                                    stockholder  resolution, including such
                                    action effected  by  merger  or similar
                                    transaction in which the Corporation is
                                    the  surviving  corporation,  if   such
                                    amendment  or  resolution  would affect
                                    adversely   the   preferences,  special
                                    rights or powers of the Series A Shares
                                    except  if  such  action  is  otherwise
                                    permitted under the other provisions of
                                    this Paragraph 3.2;

      (B)increase or decrease (other than by redemption  or conversion) the
                                    total  number  of authorized  Series  A
                                    Shares;

     (C)issue  any  capital  stock (other than PIK Dividends)  which  ranks
     senior to or on a parity  with  the  Series  A  Shares with respect to
     rights  to  receive  distributions upon liquidation,  dissolution,  or
     winding up of the Corporation or with respect to dividends; or

    (D)enter into a Merger  in  which  the Corporation is not the surviving
     corporation;  provided,  however,  that   the   provisions   of   this
     subparagraph  D  shall  not  be  applicable  to any such Merger if the
     authorized  capital  stock  of  the surviving corporation  immediately
     after such Merger shall include only  classes  or  series of stock for
     which  no  such consent or vote would have been required  pursuant  to
     Paragraph 3.2  if  such  class  or  series  had been authorized by the
     Corporation immediately prior to such Merger  or  which  have the same
     rights, preferences and limitations and authorized amount  as  a class
     or  series of stock of the Corporation authorized prior to such Merger
     and continuing as an authorized class or series at the time thereof.

A Merger of  the Corporation, or similar Merger in which the holders of its
capital stock  receive all cash shall not be deemed to adversely affect the
preferences, special  rights  or  powers  of  the  Series  A  Shares.   The
authorization  or  issuance  of any other series of preferred stock if such
other series ranks junior to the  Series A Shares with respect to rights to
receive distributions upon liquidation,  dissolution  or  winding up of the
Corporation or with respect to dividends, shall not be deemed  to adversely
affect the preferences, special rights or powers of the Series A Shares.

      3.D In the event of an issuance  by  means  of  a stock split, reverse
split or stock dividend or other similar event or reclassification of shares
of Common Stock outstanding, the voting  rights  of  the  Series A Shares 
shall be fairly and equitably (in the judgment of the Board of Directors of
the Corporation) adjusted at the same time and in the same manner as the 
adjustment is made in the rights of the Common Stock in order to maintain
the same voting rights as the  Series  A Shares had on the date of issuance.

      4.D  Copies  of all notices sent to the holders of Common Stock shall
 be simultaneously  sent  to each Holder.

     21.            CONVERSION RIGHTS - COMMON STOCK

     (A) NUMBER OF  SERIES A SHARES.   Each Series A Share shall be 
convertible, at the option of the Holder thereof, at any time and from time
to time into  that  number of shares of Common Stock, obtained by dividing
the Liquidation Preference (including any Dividends added to Liquidation 
Preference  pursuant  to  Paragraph  1.1.D)  of  such Series A Share by the
"Conversion  Price"  determined in accordance with Paragraph 4.B as follows:
 (i) one-third (133) of the Series  A  Shares  shall  be convertible 
commencing  October  29,  1996; (ii) one-third (133) of the Series A Shares
shall be convertible commencing November 28, 1996; and (iii) one-third (134)
of the  Series  A  Shares  shall  be  convertible  commencing December 28,
1996:  PROVIDED, however, notwithstanding  the foregoing, the conversion 
right of each Holder shall be limited,  except  upon  a  Redemption  
Transaction  (as defined in Paragraph  5  below), solely to the extent 
required, from time to time, such that in no instance shall the maximum 
number of shares of Common Stock  into  which  the  Holder  may  convert  
the  Series  A Shares exceed, at any time, an amount equal to the
remainder of (i) 4.99% of the then issued and outstanding shares of Common 
Stock of the Corporation following such conversion, MINUS (ii) the number of
shares of Common Stock of the Corporation held by such Holder.  
Notwithstanding the foregoing, the maximum number of shares of Common Stock
into which the Series A Shares may convert in the aggregate  is  1,272,972 
shares of Common Stock, subject to adjustment as set forth in subparagraph 4
 .D(a) below (the "Conversion Limit").

       (B) CONVERSION PRICE.  The Conversion Price shall be equal  to  the 
 lesser  of  (x)  $7.75 (the "Fixed Price") and (y) the "Market Price" of
 the Common Stock (as defined in Paragraph 4.J below).  The Conversion Price
 is  subject to adjustment from time to time pursuant to Paragraph 4.D.

       (C)  CONVERSION  AND REDEMPTION.  In case any Series A Share is called
 for redemption, the right to convert such Series A Share shall terminate 
with respect  to  all Series A Shares for which a Notice of Conversion (as 
defined in Paragraph  4.F  below) shall not have previously been delivered 
to the  Transfer  Agent  (as  hereafter  defined)  pursuant  to  the procedures 
described  in  Paragraph  5.2  below  at the close of business on the date 
which is three (3) business days preceding the Redemption Date (as defined 
in Paragraph 5.1 below);  provided  that  no default by the Corporation in 
the payment of the applicable Redemption Price (as defined in Paragraph 5.1)
 shall have occurred and be continuing.

     (D) ADJUSTMENT OF CONVERSION PRICE  AND  RATIO  FOR  CONVERSION.  
 Except  as otherwise provided herein  (i) the Fixed Price and (ii) the 
Market Price (if any of the events specified in clauses (a) or (b) below 
 occurs  following the delivery  of  a Conversion Notice which specifies that
 the Conversion Price is equal to the Market Price)  shall each be subject
to adjustment from time to time only as follows:

                                       (a)In case the Corporation shall (1)
                                       take  a  record  of  the  holders of
                                       Common  Stock  for  the  purpose  of
                                       entitling them to receive a dividend
                                       payable  in shares of Common  Stock,
                                       (2)  subdivide   (by   stock  split,
                                       merger, consolidation or  otherwise)
                                       the  outstanding  shares  of  Common
                                       Stock   into  a  greater  number  of
                                       shares,  (3)   combine  (by  reverse
                                       stock  split, merger,  consolidation
                                       or otherwise) the outstanding shares
                                       of  Common   Stock  into  a  smaller
                                       number of shares  or (4) increase or
                                       decrease  the number  of  shares  of
                                       outstanding    Common    Stock    by
                                       reclassification   of   its   Common
                                       Stock,  then  the  Conversion  Price
                                       (then  in  effect) shall be adjusted
                                       so that each Holder shall thereafter
                                       be entitled  upon  the conversion of
                                       each Series A Share  held  by him to
                                       receive for such Series A Share  the
                                       number  of  shares  of  Common Stock
                                       which  he  would  have owned  and/or
                                       have been entitled  to  receive upon
                                       the occurrence of an event or record
                                       date described above had  the Series
                                       A  Share  been converted immediately
                                       prior to the happening of the event,
                                       the  adjustment  to  the  Conversion
                                       Price     to     become    effective
                                       immediately  after  (x)  the  record
                                       date (in the case  of a dividend) or
                                       (y)   the   day   upon  which   such
                                       subdivision  or  combination   shall
                                       become  effective and the Conversion
                                       Limit   shall   be   correspondingly
                                       adjusted.

                                    (b)In case the  Corporation  shall,  by
                                    dividend  or  otherwise,  distribute to
                                    all   holders   of   its  Common  Stock
                                    property,  including  securities,   but
                                    excluding:    (x)   any   dividend   or
                                    distribution paid  in  Common Stock; or
                                    (y)  any dividend or distribution  paid
                                    in cash  out  of  the  surplus  of  the
                                    Corporation    (provided    that   such
                                    distribution     shall    not    reduce
                                    stockholders' equity  below  the sum of
                                    the aggregate Liquidation Preference of
                                    the  Series  A  Shares then outstanding
                                    and    the    aggregate     Liquidation
                                    Preference of all other shares  ranking
                                    senior  or  PARI PASSU to the Series  A
                                    Shares),  then   the  Conversion  Price
                                    shall be adjusted  by  multiplying  (a)
                                    the    Conversion   Price   in   effect
                                    immediately   prior  to  the  close  of
                                    business  on the  date  fixed  for  the
                                    determination  of stockholders entitled
                                    to receive the distribution  by  (b)  a
                                    fraction, the numerator of which is the
                                    excess  of the Market Price (as defined
                                    in Paragraph  4.J)  for  that date over
                                    the fair market value on that  date (as
                                    reasonably determined in good faith  by
                                    the    Board    of   Directors,   whose
                                    determination shall  be  conclusive) of
                                    the property so distributed  per  share
                                    of Common Stock, and the denominator of
                                    which  is  the  Market  Price  for that
                                    date.    The  adjustment  shall  become
                                    effective   immediately  prior  to  the
                                    opening   of  business   on   the   day
                                    following  the   date   fixed  for  the
                                    determination of stockholders  entitled
                                    to receive the distribution.

                                    (c)In  case the Corporation shall  sell
                                    or issue  shares  of  Common  Stock  or
                                    rights,     options,     warrants    or
                                    convertible or exchangeable  securities
                                    containing  the right to subscribe  for
                                    or  purchase shares  of  Common  Stock,
                                    excluding shares of Common Stock issued
                                    or  reserved   for   issuance   by  the
                                    Corporation     in     the    following
                                    situations:

                                       (i)in any transaction  described  in
                                       clause (a) or (b) above;

                                       (ii)pursuant  to  any plan providing
                                       for the reinvestment of dividends or
                                       interest  payable on  securities  of
                                       the Corporation,  and the investment
                                       of additional optional  amounts with
                                       respect to such plan, in  shares  of
                                       Common  Stock  in any such case at a
                                       price per share of not less than 95%
                                       of  the Market Price  per  share  of
                                       Common  Stock,  or  pursuant  to any
                                       employee benefit plan or program  of
                                       the   Corporation   as  to  which  a
                                       binding commitment existed as of the
                                       date  of  initial  issuance  of  the
                                       Series A Shares;

                                       (iii)shares of Common  Stock  issued
                                       upon  conversion  of  the  Series  A
                                       Shares  or upon conversion, exercise
                                       or  exchange   of  rights,  options,
                                       warrants    or    convertible     or
                                       exchangeable  securities outstanding
                                       or as to which  a binding commitment
                                       existed as of the  date  of  initial
                                       issuance of the Series A Shares; or

                                       (iv)shares  of  Common  Stock issued
                                       pursuant  to  or in connection  with
                                       (A)  warrants for  the  purchase  of
                                       112,000  shares of the Corporation's
                                       Common  Stock   issued   to  certain
                                       investors holding subordinated  debt
                                       of  the  Corporation and options for
                                       the purchase  of  150,000  shares of
                                       the Corporation's Common Stock to be
                                       issued   in   connection   with  the
                                       extension   of  the  terms  of  such
                                       subordinated     debt;    (B)    the
                                       Corporation's  1995  Employee  Stock
                                       Purchase  Plan  (together  with  any
                                       increases  thereto  or  replacements
                                       thereof);  (C)   the   Corporation's
                                       Stock Option Plan (together with any
                                       increases  thereto  or  replacements
                                       thereof);  (D)  options  granted  to
                                       Arnold M. Anderson pursuant  to  the
                                       terms  of  that certain Common Stock
                                       Option Agreement  and  that  certain
                                       Incentive  Stock  Option  Agreement;
                                       (E)  options  granted  to  James  M.
                                       Beltrame  pursuant  to the terms  of
                                       that  certain  Common  Stock  Option
                                       Agreement and that certain Incentive
                                       Stock  Option  Agreement;   (F)  any
                                       merger  or acquisition entered  into
                                       by  the  Corporation;  and  (G)  any
                                       options or  warrants  existing as of
                                       the date hereof;

                                    and the price per share (determined  in
                                    the  case  of rights, options, warrants
                                    or    convertible    or    exchangeable
                                    securities  as  the quotient of (x) the
                                    aggregate  consideration   received  or
                                    receivable by the Corporation  upon the
                                    sale   and  issuance  of  such  rights,
                                    options,  warrants  or  convertible  or
                                    exchangeable  securities plus the total
                                    consideration    payable     to     the
                                    Corporation   upon   such  exercise  or
                                    conversion  divided by  (y)  the  total
                                    number  of  shares   of   Common  Stock
                                    covered   by   such   rights,  options,
                                    warrants or convertible or exchangeable
                                    securities)  is lower than  the  Market
                                    Price on the date  of such initial sale
                                    and issuance, then the Conversion Price
                                    in  effect immediately  prior  to  such
                                    issuance  shall  upon  such issuance be
                                    reduced  to  the  price  determined  by
                                    multiplying such Conversion  Price by a
                                    fraction, the numerator of which  shall
                                    be  an  amount  equal to the sum of (A)
                                    the number of shares  of  Common  Stock
                                    outstanding  on  a  fully-diluted basis
                                    immediately  prior  to   such  issuance
                                    multiplied  by  the  Market  Price   in
                                    effect   immediately   prior   to  such
                                    issuance plus (B) the consideration, if
                                    any,  received by the Corporation  upon
                                    such issuance,  and  the denominator of
                                    which shall be the product  of  (A) the
                                    Market   Price  in  effect  immediately
                                    prior  to such  issuance  and  (B)  the
                                    total number  of shares of Common Stock
                                    outstanding on  a  fully diluted basis,
                                    immediately after such issuance.

                                    (d)In   case   the  Corporation   shall
                                    distribute to the holders of its Common
                                    Stock evidences  of its indebtedness or
                                    assets    (excluding    Dividends    or
                                    distributions  made  out  of current or
                                    retained earnings or rights or warrants
                                    to subscribe other than as  referred to
                                    in  subparagraph  (c)  above), then  in
                                    each such case the number  of shares of
                                    Common Stock into which each  Series  A
                                    Share  shall  thereafter be convertible
                                    shall be determined  by multiplying the
                                    number of shares of Common  Stock  into
                                    which   such   Series   A   Shares  was
                                    theretofore convertible by a  fraction,
                                    of  which  the  numerator shall be  the
                                    current  Market  Price   per  share  of
                                    Common  Stock  on  the  date  of   such
                                    distribution,  and  the  denominator of
                                    which shall be the current Market Price
                                    per  share  of Common Stock,  less  the
                                    excess of the  then  fair  market value
                                    (as reasonably determined by  the Board
                                    of Directors of the Corporation) of the
                                    assets,   evidence   of   indebtedness,
                                    subscription  rights  or  warrants   so
                                    distributed      (the      "Distributed
                                    Property")     over    the    aggregate
                                    consideration   receivable    by    the
                                    Corporation,    if    any,    for   the
                                    Distributed Property, as applicable  to
                                    one   share   of  Common  Stock.   Such
                                    adjustment shall  be  made whenever any
                                    such  distribution is made  (unless  an
                                    adjustment    is   made   pursuant   to
                                    subparagraph (a),  (b) or (c) above, in
                                    which  case  such  subparagraphs  shall
                                    apply),  but  shall also  be  effective
                                    retroactively as  to  Series  A  Shares
                                    converted after the record date for the
                                    determination  of stockholders entitled
                                    to receive such distribution and before
                                    the date such distribution is made.

                                    (e)No  adjustment   in  the  Conversion
                                    Price  shall  be required  unless  such
                                    adjustment would require an increase or
                                    decrease of at least 1 % of such price;
                                    PROVIDED that any  adjustments which by
                                    reason  of  this  clause  (e)  are  not
                                    required to be made  shall  be  carried
                                    forward  and  taken  into account in  a
                                    subsequent       adjustment.        All
                                    calculations  shall   be  made  to  the
                                    nearest   cent  or  the  nearest   one-
                                    hundredth of  a  share, as the case may
                                    be.

                                    (f)If the adjustment  provided  for  in
                                    subparagraphs  (b),  (c)  or  (d) above
                                    would cause the Series A Shares  to  be
                                    convertible  in  the  aggregate  into a
                                    number  of shares of Common Stock which
                                    exceeds the  Conversion Limit, then the
                                    Corporation shall  not  engage  in  any
                                    such     transaction     without    the
                                    affirmative  vote  or  consent  of  the
                                    Holders  of  at  least  eighty  percent
                                    (80%)  of  the Series A Shares  at  the
                                    time outstanding.

                                   (E) CONVERSION  UPON REORGANIZATION.  In
case the Corporation shall effect a reorganization, reclassification of its
Common Stock (other than a subdivision or combination  described  in clause
(a)  of  Paragraph 4.D) or Merger, and pursuant to any such reorganization,
reclassification  or  Merger,  any assets or securities of the Corporation,
any successor or transferee corporation or any affiliate thereof or cash is
received by or distributed to the holders of Common Stock, then each Holder
shall have the right thereafter to convert each Series A Share held by such
Holder into the kind and amount  of  shares  or  assets, securities or cash
receivable as a result of consummation of such transaction  by  a holder of
the  number of shares of Common Stock into which such Series A Share  might
have been converted immediately prior to such transaction and shall have no
other conversion rights nor shall there be any adjustment to the Conversion
Price;  in  any  such  event  effective  provision  shall  be  made  in the
certificate of incorporation of the successor or transferee corporation  or
otherwise,  so  that  the provisions set forth herein for the protection of
the  conversion  rights  of   the  Series  A  Shares  shall  thereafter  be
applicable, as nearly as reasonably  may  be, to any such other securities,
cash and assets deliverable upon conversion of the Series A Shares or other
convertible stock or securities received by  the  Holders in place thereof,
and any such successor or transferee corporation shall expressly assume the
obligation to deliver, upon the exercise of the conversion  privilege, such
other securities, cash or assets as the Holders of the Series  A Shares, or
other  convertible  stock  or  securities received by the Holders in  place
thereof, shall be entitled to receive  pursuant  to  the provisions hereof,
and to make provision for the protection of the conversion  right  as above
provided.  In case securities other than Common Stock, cash or assets shall
be  issuable, payable or deliverable by the Corporation upon conversion  as
aforesaid,  then  all  references  in this Paragraph 4.E shall be deemed to
apply,  so far as appropriate and as  nearly  as  may  be,  to  such  other
securities, cash or assets.

                                   (F)  CONVERSION  METHOD.   Any Holder of
Series A Shares may, at any time prior to the close of business on the date
which  is  three  (3)  business days prior to the Redemption Date for  such
Series A Shares, exercise  the conversion rights as to such Series A Shares
by delivering to the Corporation during regular business hours, care of the
then transfer agent (the "Transfer  Agent")  for  the Corporation, a notice
requesting conversion on a specified date and the number of Series A Shares
that the Holder elects to convert (a "Notice of Conversion").   The  Notice
of  Conversion  shall also state the names and addresses of the persons  to
whom  certificates  for  shares  of  Common  Stock  shall  be  issued,  the
denominations  of  such  certificates  and reasonable delivery instructions
with  respect  thereto.   Each conversion shall  be  deemed  to  have  been
effected immediately on the  close  of  business on the date such Notice of
Conversion  (the  "Conversion  Date") is received  by  the  Transfer  Agent
(including  receipt  via  facsimile).    The   person  in  whose  name  any
certificate  for  shares of Common Stock is issuable  upon  the  conversion
shall be deemed to  have become the holder of record of the Common Stock at
such time.  If the stock  transfer  books  of the Corporation are closed on
the Conversion Date, the Conversion Date for purposes of determining record
ownership  shall be the next succeeding day on  which  the  stock  transfer
books are open  (and  the  conversion shall be deemed to have been effected
immediately prior to the close  of  business on that day), but in all cases
the conversion shall be at the Conversion Price in effect on the Conversion
Date specified in the notice of conversion.   As  promptly  as  practicable
after  the  Conversion Date but in any event within three (3) Trading  Days
(as defined below)  of  the  receipt  of  the  Notice  of  Conversion,  the
Corporation  shall  cause  the  Transfer Agent to issue and deliver to such
Holder,  at the expense of the Corporation  and  in  accordance  with  such
Holder's delivery  instructions,  a  certificate  or  certificates  for the
number of full shares of Common Stock to which such Holder is entitled  and
cash  with respect to any fractional interest in a share of Common Stock as
provided  in  Paragraph 4.G below (which shall be promptly deposited by the
Corporation with the Transfer Agent for delivery to the Holder).

      (G)  FRACTIONAL SHARES OF COMMON STOCK.    No fractional shares of Common 
Stock or scrip shall be issued upon conversion of Series A Shares.   If  more
than one Series A Share shall be surrendered for conversion at any one time
by the same Holder, the number of full shares of Common Stock issuable upon 
conversion of such Series A Shares shall be computed on the basis of the 
aggregate number of Series A Shares so  surrendered.   Instead of any 
fractional shares of Common Stock which otherwise would be issuable upon 
conversion of any Series A Shares, the Corporation  shall pay a cash 
adjustment in respect of such fractional interest based upon the Conversion
Price in effect at the close of business on the last business day prior to 
the Conversion Date.

      (H) TAXES.   All shares of Common Stock issued upon conversion of Series
A Shares will be validly issued, fully paid and nonassessable.  The 
Corporation shall pay any and all  documentary  stamp  or similar issue or 
transfer taxes that may be payable in respect of any issue or delivery of 
shares of Common Stock on conversion of  Series A Shares pursuant hereto.
The Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of 
shares of Common Stock in a name other than that in which the Series A Shares
so converted  were  registered, and no such issue or delivery shall be made
unless and until the person requesting such transfer has paid to the 
Corporation  the amount of any such tax or has established to the 
satisfaction of the Corporation that such tax has been paid or that no such
tax is payable.

      (I)  SURRENDERED  SERIES A SHARES.    All certificates representing 
Series A Shares converted  or redeemed shall be appropriately canceled on the
books  of  the  Corporation  and  the  Series  A  Shares  so  converted  or
redeemed represented by such certificates shall be restored to the status of
authorized but unissued Series A Shares.

     (J)  MARKET PRICE.  The term "Market Price" on any day shall mean the
 average of the closing  bid prices per share of Common Stock on the National 
 Association  of  Securities  Dealers  Inc. Automated Quotation System (the
 "NASDAQ System"),  or  on  such  exchange  as the Common Stock is then 
 traded,  in each case, for the  five  (5)  consecutive  Trading  Days 
immediately preceding the date of determination.   A  "Trading  Day"  is  a 
 business day in which the principal market on which the Common Stock is 
traded is open for trading for at least four hours. If at the time of any 
computation pursuant to this paragraph the Common Stock is not then traded 
on any trading market, the "Market Price" for  the  purposes  hereof  shall
 be  the  fair  value as reasonably determined in good faith by the Board of
 Directors of the Corporation.

      (K) AVAILABLE COMMON STOCK.  The Corporation shall at all times 
reserve and keep available out of its  authorized  but  unissued  shares  of
 Common Stock, solely for the purpose of effecting the conversion of Series
 A Shares, such number of shares of Common Stock as shall  from time to time
 be sufficient to effect a conversion of all outstanding Series A Shares
under Paragraph 4.A, as such number may from  time  to  time be adjusted 
pursuant to Paragraph 4.D, and if at any time the number of authorized but 
unissued shares of Common Stock shall not  be  sufficient  to  effect the
conversion of all then outstanding Series A Shares, the Corporation shall 
promptly take such corporate action as may, in the opinion of its counsel and
subject to any necessary approval of its stockholders, be necessary to 
increase its authorized but unissued  shares  of Common Stock to such number
of shares as shall be sufficient for such purpose.

      (L)  NOTICE  TO HOLDERS.  In the event (i) the Corporation shall 
declare  a  dividend  or  other distribution  on the Common Stock other than
regular  cash  dividends  declared  in  the  ordinary  course  or  dividends
 or  other distributions payable  in  Common Stock, (ii) the Common Stock is
 subdivided, combined or reclassified, (iii) of a Merger, (iv) of a 
Liquidation, or (v) the Corporation  offers  for  subscription pro rata to 
holders of Common Stock any additional shares of stock of any class or series
or other rights, then the Corporation  shall  mail  to  each Holder at the 
Holder's address as it appears in the stock records of the Corporation, 
promptly and in any event at least 15 days  prior  to  the  date  described
in clause (a) below, a notice  stating  (a)  the date for the determination
of holders of Common Stock entitled to receive the  distribution,  subscript
ion rights or the consideration  in  the Merger or Liquidation, or (b) the 
date of determination as to which shares of Common Stock will be affected by
a subdivision, combination,  reclassification,  (c)  a brief statement of the
facts requiring such notice, and (d) if applicable, that the Conversion Price
shall be adjusted in accordance  with  this Paragraph 4. Upon any adjustment
in the Conversion Price, the Corporation shall mail to each Holder at the 
Holder's address as it  appears  in  the  stock records of the Corporation a
notice setting forth the adjusted Conversion Price and the method of 
calculation thereof, provided  that, if such address is outside of  the  
United States, then such notice shall be sent by facsimile transmission (if 
such Holder shall  have  provided  a  facsimile number).

     (M)  CONCLUSIVE DETERMINATION.  Whenever the Conversion Price is 
adjusted as herein provided, the Corporation shall promptly file with the 
Transfer Agent a certificate of a firm of independent public accountants 
regularly employed by the Corporation setting forth the adjusted  Conversion
Price, along with a brief statement of the facts requiring the adjustment
and the manner of computing the adjustment, which certificate  shall  be  
conclusive  evidence of the correctness of the adjustment, absent manifest 
error.

     (N) CONVERSION LIMIT EXCEPTION MECHANISM.  If, at any  time,  the  
aggregate  number of shares of Common Stock into which the outstanding Series
A Shares may be converted exceeds the Conversion Limit then in effect:

                                    (i)the Corporation shall deliver a notice
 to that effect to the Holders and the  Transfer Agent;
                                    and

                                   (ii)the  Corporation  shall  seek  to 
 obtain  shareholder approval within 90 days of the  Notice specified in 
clause (i) above to eliminate the  Conversion  Limit and any other matters
required NASDAQ Stock Market, Inc. (the "NASDAQ") for the Corporation  
to maintain its designation  as  a  NASDAQ  National  Market  issuer  
and upon such approval the Conversion  Limit  shall  be eliminated; provided
, that, at any time, notwithstanding  such request for shareholder approval,
 each  Holder may elect to convert the Series A Shares for up  to  its  
prorata  portion  of  the unconverted  portion of the Conversion Limit and
 cause the Corporation to redeem the unconverted portion of all  (but  not
  less  than  all) of the remaining outstanding Series A Shares for the
aggregate Redemption Price thereof. 

     22.                    REDEMPTION RIGHTS

     1.N VOLUNTARY REDEMPTION.  The Corporation  may, at any time commencing
January 14, 1996 (but not prior thereto), at its option redeem (a "Redemption
") for cash at the Redemption  Price,  from funds legally available therefor,
all or any portion of the outstanding Series A Shares (for which a Notice of
Conversion has not been delivered three business days prior to the Redemption 
Date.  The Redemption Price shall be the Liquidation Preference of each Series
A Share PLUS all accrued but unpaid Dividends thereon through the Redemption
Date.

     2.N  NOTICE OF REDEMPTION.  If the Corporation elects to  redeem  any
or  all  Series  A  Shares  pursuant to a Redemption, the Corporation  shall
(a) give written notice of such Redemption to the Transfer Agent and each
Holder of Series A Shares to be redeemed at its address as it appears on the
stock records of the Corporation by deposit thereof in class U.S. mail, 
postage prepaid, and, in the case of a  Holder  with an address outside of
the United State Redemption Notice shall be sent by facsimile transmission 
(if such Holder shall have provided  a  facsimile  number),  and  (b)  either
set aside, apart from its other funds, or provide written evidence reasonably
satisfactory to each Holder of the Corporation's ability to fund the 
Redemption Price, an amount equal to the Redemption Price of all Series A 
Shares subject to Redemption at that time  for the benefit of all Holders of
Series A Shares subject to Redemption, and the Series A Shares then subject 
to Redemption and not otherwise  converted  prior to the Redemption Date in
accordance with Paragraph 4 shall, on the date which is twenty (20) business
days after the deposit of Redemption Notice  in  accordance with clause (a) 
of this sentence (the "Redemption Date"), cease to outstanding and the rights
of the  Holders and owners thereof  shall  be  limited  to payment of the 
Redemption Price thereof.  The Corporation shall deposit with the Transfer
Agent for delivery to each Holder of a Series  A  Share  the  Redemption  
Price  thereof  within  one  (1) business day prior to the Redemption  Date.
 Should  any  Holder not receive payment of any amounts due on Redemption of
its Series A  Shares  at  the  times prescribed by reason of the Corporation's
failure  to give a Redemption Notice at the times or in the manner 
prescribed above or to make payment at the times prescribed above for any 
reason, the Corporation shall pay to the applicable Holder on demand (x) 
interest on the sums not paid when due at an annual rate equal  to  two  
percent  in  excess  of  the  "Prime Rate" that is then in effect or 
announced by Citibank, N.A. or its successor, compounding at the end of each
thirty (30) days,  until  the applicable Holder is paid in full and (y) all 
costs of collection, including but not limited to attorneys' fees and costs,
whether or not suit or other formal proceedings are instituted.  The 
Redemption Price shall (in the discretion of the Board of Directors of the
Corporation) be adjusted to take into account any stock split or other 
similar change in the Series A Shares.

    3.N SELECTION OF SHARES.  The Corporation shall select the Series A 
Shares  to  be  redeemed in a Redemption  in  which  not all Series A Shares
are to be redeemed so that the Series A Shares of each Holder selected for 
Redemption shall bear the same proportion  to the total Series A Shares owned 
by that Holder the proportion of all Series A Shares selected for Redemption
bears to the total of all then outstanding Series A Shares, but adjusted as
determined by the Board of Directors to avoid the redemption of fractional 
Series  A  Shares.   Should  any  Series A Shares required to be redeemed 
under the terms hereof not be redeemed solely by reason of limitations 
imposed by law, the applicable  Series  A Shares shall be redeemed on the 
earliest possible date thereafter that the applicable Series A Shares may 
be redeemed to the maximum  extent  permitted  by  law.  Except as set forth
above, the Board of Directors shall prescribe the manner in which any 
Redemption shall be effected.  Any monies  deposited  with the Transfer Agent 
by the Corporation for the holders of Series A Shares subject to Redemption
which shall not be claimed at the  end of one  (1)  year after the first 
service of the applicable Redemption Notice shall be released and repaid to
the Corporation but shall be paid to  the  Holder of the applicable Series A
 Shares so long as submission of its shares occurs within five (5) years 
after the first service of the applicable Redemption Notice.

                                   4.N MANDATORY REDEMPTION.

     (A)  REDEMPTION  ON HOLDER'S OPTION.   In the event the Corporation 
enters into (I) a transaction or series of transactions to sell all or 
substantially  all  of  its  assets,  or (II) any consolidation of the 
Corporation with, or merger of the Corporation into, any other Person, or any
merger of another Person  into  the  Corporation  (other  than a merger (x)
which  does not result in any reclassification, conversion, exchange or 
cancellation of outstanding shares of common  stock  or  (y) which is  effect
ed  solely  to  change  the  jurisdiction  of  incorporation  of  the 
Corporation and results in a reclassification, conversion or exchange of 
outstanding shares of Common Stock solely into shares of Common Stock), 
(each, together with any Change of Control as hereafter defined, the 
occurrence of a conversion limitation event described in Paragraph 4.N and 
any redemption effected by the Corporation pursuant to Paragraph 5.1, being
a "Redemption Transaction"), the  Corporation shall provide at least thirty
(30) days advance written notice of the proposed consummation thereof (the
 latter of the date  pursuant  to  which  a  Material Corporate Transaction
  is  effected  or  thirty  (30)  days  after  providing  such  notice  is
referred to herein as the "Effective Date  of Redemption").  The right to 
convert each Series A Share shall terminate with respect to  all  Series  A 
Shares for which a Notice of Conversion  shall  not have previously been 
delivered to the Transfer Agent pursuant to the procedures described  in 
Paragraph  5.2 above at the close of business on the date which is three 
business days prior to the Effective Date of Redemption.  On the Effective
Date of Redemption,  the  Corporation  shall redeem all remaining Series A
Shares for the Redemption Price and the Corporation shall deposit the 
Redemption Price for all outstanding  Series  A Shares with the Transfer Agent
for the benefit of the respective holders of the Series A Shares not previous
ly redeemed.  Simultaneously, the Corporation shall deposit irrevocable 
instruction and authority to the Transfer Agent to pay in cash the Redemption
Price to the Holders of the Series A Shares.

     (B) REDEMPTION ON CHANGE  OF  CONTROL.   In  the  event  of  a  Change 
of Control (as hereinafter defined), the Series A Shares shall be redeemed 
in full at the option of each Holder upon written notice provided to the 
Corporation by such Holder at any time following such Change of Control for
cash at the Redemption Price.  For purposes  of  this Section 5.4.B,
Change of Control shall be deemed to have occurred at such time as:

                                    (i)any  person  (other than the 
Corporation, any subsidiary of the Corporation or  any  employee benefit plan 
of the  Corporation)  ("Person")  is  or  becomes the beneficial owner, 
directly or indirectly,  through  a  purchase,  merger or other acquisition
or  transaction  or  series  of transactions, of shares of capital stock  of
the  Corporation entitling such Person to exercise 50% or more of the total 
voting power of all shares of capital stock of the Corporation entitled
to vote generally in the election of directors; or 
                                   (ii)a  change  in  the  Board  of  
Directors of the Corporation  in  which  the  individuals  who  constituted
 the Board of Directors  of  the  Corporation at the beginning of the two-year
 period immediately preceding such change (together with  any other director
 whose election by the Board of Directors of the Corporation or whose 
nomination  for  election  by  the  shareholders of the Corporation was 
approved by a vote of at least a majority of the directors then in office 
either who were directors at the beginning of such period or whose election
or nomination  for election was previously so approved) cease for any reason
to constitute a majority of the directors  then in office.

Upon  receipt  by  the  Corporation  of any such notice from a Holder, such
notice shall be treated as a Redemption  Notice  for  all  of such Series A
Shares  held  by such Holder, and the procedures set forth in  Section  5.2
shall be applicable thereto.

     23.           RANKING OF STOCK OF THE CORPORATION

For purposes of  this  resolution, any stock of any class or classes of the
Corporation shall be deemed to rank:

          (A)  Prior to the Series A Shares, either as to dividends or upon
liquidation, if the holders  of  such class or classes shall be entitled to
the  receipt  of dividends or of amounts  distributable  upon  dissolution,
liquidation or  winding  up  of  the  Corporation,  as  the case may be, in
preference or priority to the Holders;

          (B)  On a parity with the Series A Shares, either as to dividends
or  upon  liquidation, whether or not the dividend rates, dividend  payment
dates or redemption  or  liquidation  prices  per  share  or  sinking  fund
provisions, if any, are different from those of the Series A Shares, if the
holders  of  such stock shall be entitled to the receipt of dividends or of
amounts distributable  upon  dissolution,  liquidation or winding up of the
Corporation, as the case may be, in proportion to their respective dividend
rates or liquidation prices, without preference  or  priority, one over the
other, as between the holders of such stock and the Holders; and

          (C)  Junior  to the Series A Shares, either as  to  dividends  or
upon liquidation, if such  class  shall  be  Common Stock or if the Holders
shall be entitled to receipt of dividends or of  amounts distributable upon
dissolution, liquidation, winding up of the Corporation, or upon redemption
as the case may be, in preference or priority to the  holders  of shares of
such class or classes.

     RESOLVED  FURTHER,  that  the  Chief  Executive  Officer  or  any Vice
President  and  the Secretary or any Assistant Secretary of the Corporation
are each authorized  to  do or cause to be done all such acts or things and
to make, execute and deliver  or  cause  to be made, executed and delivered
all such agreements, documents, instruments  and  certificates  in the name
and  on  behalf  of  the  Corporation  or otherwise as they deem necessary,
desirable or appropriate to execute or carry  out the purpose and intent of
the foregoing resolutions.





















                     [SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, we have executed and subscribed  this  Certificate
and  do affirm the foregoing as true under the penalties of perjury  as  of
this ___ day of September, 1996.

                              SUCCESSORIES, INC.


                              By:
                              Title:



Secretary




                             EXHIBIT B

                BOOK ENTRY TRANSFER AGENT AGREEMENT

     This  Book  Entry  Transfer  Agent Agreement (this "Agreement"), dated
September 16, 1996, between SUCCESSORIES,  INC.,  an  Illinois  corporation
(the  "Company"), SEACREST CAPITAL LIMITED, a Nevis West Indies corporation
("Seacrest"),  FAIRWAY  CAPITAL  LIMITED,  a  Nevis West Indies corporation
("Fairway") (Seacrest and Fairway collectively  being  referred  to  as the
"Holders") and ILLINOIS STOCK TRANSFER COMPANY (the "Transfer Agent").

                         R E C I T A L S:

     WHEREAS, pursuant to that certain Regulation S Securities Subscription
Agreement dated the date hereof (the "Subscription Agreement") by and among
the Company and the Holders, the Company agreed to issue to the Holders  an
aggregate of $2,000,000 principal amount of Series A Cumulative Convertible
Preferred  Stock  (the "Preferred Stock"), with the preferences, rights and
designations set forth in the Certificate of Designation of the Company (as
such term is defined in the Subscription Agreement); and

     WHEREAS, the Company  and  the  Holders have agreed to enter into this
Agreement with the Transfer Agent to provide  for  (i)  the  closing of the
issuance  of  the  Preferred  Shares  and  (ii)  a  "book entry" system  of
accounting for the Preferred Shares; and

     WHEREAS, the Transfer Agent is willing to (i) serve as an escrow agent
to facilitate the closing under the Subscription Agreement,  (ii)  hold the
Preferred Shares on behalf of the Holders, and (iii) establish a book entry
system  of  accounting  for  the  Preferred  Shares, on the terms hereafter
described.

     NOW, THEREFORE, in consideration of the foregoing,  the parties hereby
agree as follows:

     24.  CLOSINGS.  The Transfer Agent hereby agrees to act  as  an escrow
agent to facilitate the Closings as follows:

          (a)  On  the date hereof, the Holders shall wire transfer  to  an
account designated by  the  Transfer Agent $1,580,000 in the aggregate (the
"Purchase Price"), and the Company  shall deliver to the Transfer Agent the
Preferred Shares in the names of the  Holders  and  in  the  amounts as set
forth on SCHEDULE 1 hereto;

          (b)  Immediately  following  such  deliveries,  together  with  a
delivery from the Company to the Transfer Agent of a fully executed copy of
the  Subscription  Agreement,  the  Transfer Agent shall wire transfer  the
Purchase Price, less the Consulting Fee  (as  hereafter  defined),  to  the
Company  pursuant  to  wire  transaction  instructions  as  provided by the
Company.   The  Company hereby directs the Transfer Agent to wire  transfer
$47,400 of the Purchase  Price  (the  "Consulting  Fee")  to Alpine Capital
Partners  (Evan  Bines)  (the  "Consultant")  in  consideration of  certain
services provided by the Consultant to the Company; and

          (c)  The Transfer Agent shall deliver the Preferred Shares to the
Holders at the following address:

               38 Hertford Street
               London, S.W.I.
               Attn:  James A. Loughran



Following  the  termination of the Restricted Period  (as  defined  in  the
Subscription Agreement),  the  Holders shall direct Mr. Loughran to deliver
the Preferred Shares to the Transfer  Agent  at  the  address  specified in
Section 9 below, and the Transfer Agent shall thereafter hold the Preferred
Shares for the benefit of the Holders, as hereafter described.

     25.  OWNERSHIP  OF PREFERRED SHARES.  Record and beneficial  ownership
of the Preferred Shares shall remain in the name of the Holders (unless and
until transferred pursuant  to  the  terms  thereof,  with  written  notice
thereof to the Transfer Agent).  Any transfer or purported transfer of  the
Preferred Shares (1) not made pursuant to the terms of the Preferred Shares
or  (2)  properly  noticed  to the Transfer Agent shall be null and void AB
INITIO and shall not be given effect thereto by the Transfer Agent.

     26.  PAYING AGENT.  The  Transfer  Agent shall act as paying agent for
the Preferred Shares.  Accordingly, all payments of dividends or redemption
amounts  required  of  the  Company  related to  the  Preferred  Shares  as
described in the Certificate of Designation  shall  be made to the Transfer
Agent for the account and benefit of the holders of such  Preferred  Shares
as  registered  on  the  books  of  the Transfer Agent (each, a "Registered
Holder").  Upon the receipt of any such  payment of dividends or redemption
amounts, in cash, the Transfer Agent shall  promptly wire transfer such sum
to the account of the Registered Holders as follows:

     SEACREST                 FAIRWAY

     Bank One Texas, N.A.     Bank One Texas, N.A.
     ABA # 111000614          ABA # 111000614
     Credit Seacrest Capital Limited Credit Fairway Capital Limited
     # 188-290-2776           # 182-215-0551

     ALL OTHER REGISTERED HOLDERS

     Such account as is reflected on the books of the Transfer Agent

     27.  ACCOUNTING AGENT.  The Transfer Agent shall act as the accounting
agent of the Company and the Registered Holders  and  shall  establish  and
maintain  a  book  entry system of accounting for the Preferred Shares (the
"Accounting  Ledger")  crediting  (reducing)  the  outstanding  Liquidation
Preference (as  such  term is defined in the Certificate of Designation) by
all (i) payments in cash  made  by  the  Company  to  the Transfer Agent as
paying  agent  as  required pursuant to Section 3 above, and  (ii)  by  the
appropriate amount upon  delivery  of  Converted  Stock  to  the applicable
Registered Holder following receipt of a Notice of Conversion (as each such
term  is defined in Section 5 below).  At such time as the balance  of  the
Liquidation  Preference  for  the  Preferred  Shares  as  reflected  on the
Accounting  Ledger  is  zero  following  the  procedures  described in this
Agreement,  the  Transfer Agent shall return such Preferred Shares  to  the
Company marked "Cancelled".

     28.  ISSUANCE OF CONVERTED SHARES.  The Company and the Holders hereby
agree that any "Notice  of Conversion" deliverable by any Registered Holder
under Paragraph 4.F "CONVERSION  METHOD"  of the Certificate of Designation
shall  be  delivered  to the Transfer Agent in  lieu  of  delivery  to  the
Company.  Upon receipt  by  the  Transfer  Agent  of  any  such  Notice  of
Conversion  (including a Notice of Conversion delivered by facsimile) (each
a "Notice of  Conversion")  from  any  Registered Holder the Company hereby
irrevocably directs the Transfer Agent to:

          (a)  immediately deliver a copy  of  the  Notice of Conversion to
the Company, by facsimile, which shall set forth the  number  of  shares of
common  stock  of the Company (the "Converted Stock") to be issued to  such
Registered Holder in connection therewith; and

          (b)  issue  the  "appropriate  number" (as described in Section 6
below) of shares of Converted Stock, without  restrictive  legend, directly
to the applicable Registered Holder, within two (2) business  days  of  the
date of receipt of the Notice of Conversion.

Contemporaneously  herewith,  the  Company's legal counsel shall deliver to
the Transfer Agent an opinion certifying that the certificates representing
the Converted Stock may be issued in  the  name  of  the Registered Holder,
without  restrictive  legend,  commencing  after  the  Restricted   Period;
PROVIDED  (i)  the representations and warranties made by the Holders under
the Subscription  Agreement  are  true and correct in all material respects
and (ii) no change in law or administrative  rules  governing  Regulation S
(as  defined  in  the  Subscription  Agreement)  have  occurred which would
prevent such issuance without restrictive legend.

     29.  DISPUTE AS TO NUMBER OF CONVERTED SHARES TO BE  ISSUED.   In  the
event  the  Company  disputes the number of shares of Converted Stock to be
issued by the Company  to  a  Registered  Holder  pursuant  to  a Notice of
Conversion  claimed  by  the Registered Holder, by virtue of the conversion
price or other information  set  forth  in  such  Notice of Conversion, the
Company nevertheless directs the Transfer Agent to  issue to the applicable
Registered Holder a number of shares of Converted Stock equal to the LESSER
OF the number of shares set forth in the Notice of Conversion or the number
of  shares  the  Company, using good faith efforts, notifies  the  Transfer
Agent should be delivered (provided such notice is presented by the Company
to the Transfer Agent,  with a copy to the Registered Holder delivering the
Notice of Conversion, within  two  (2)  business days of the receipt of the
Notice of Conversion by the Transfer Agent).   As to the remaining disputed
number of shares, the Transfer Agent shall submit  the  dispute  within one
(1)  business  day  to the Transfer Agent's customary outside legal counsel
("Counsel")  for  determination.    The  Company  and  the  Holders  hereby
authorize the Counsel to resolve any  such  dispute and notify the Company,
the applicable Registered Holder and the Transfer  Agent  of  the result as
soon  as possible.  The Company irrevocably directs the Transfer  Agent  to
issue to  the  Registered  Holder  any additional shares of Converted Stock
which  the  Registered  Holder  is  entitled,   based  upon  the  Counsel's
determination.  The Transfer Agent is authorized  to  rely on the Counsel's
results  upon  receipt  of the same.  Any such issuance shall  relieve  the
Transfer Agent and the Counsel  of  any  liability  to  the  Company or the
Registered Holder, as applicable, but such calculation shall not be binding
upon  either the Registered Holder or the Company, each of which  preserves
all rights  to  dispute  against  the  other the number of Converted Shares
issuable with respect to any Notice of Conversion.

     30.  TERMINATION.  This Agreement shall  terminate  promptly  upon the
earlier to occur of (1) written demand by all of the Registered Holders  of
their  respective Preferred Shares or (2) no Liquidation Preference remains
with respect to any of the Preferred Shares.

     31.  FEES.   The  Company  hereby agrees to pay the Transfer Agent for
all services rendered hereunder.

     32.  NOTICES.  Any notice or  demand  to be given or that may be given
under this Agreement shall be in writing and  shall  be  (a)  delivered  by
hand,  or (b) delivered through or by expedited mail or package service, or
(c)  transmitted   by   telecopy,  in  each  case  with  personal  delivery
acknowledged, addressed to the parties as follows:

          As to the Company: 919 Springer Drive
                              Lombard, Illinois  60148
                              Telephone:  630-953-8440
                              Fax:  630-953-0014
                              Attn:  President

          As to either Holder: 27 Wellington Road
                              Cork, Ireland
                              Telephone:  011-44-171-355-4975
                              Fax:  011-44-175-355-2051
                              Attn:  James Loughran

          With a copy to: HW Finance, L.L.C.
                              1601 Elm Street
                              4000 Thanksgiving  Tower
                              Dallas, Texas  75201
                              Telephone:  214-720-1600
                              Fax:  214-720-1662
                              Attn:  Barrett Wissman

          As to any other As set forth on the books of
          Registered Holder: the Transfer Agent.

          As to the Transfer
          Agent               223 West Jackson Blvd.
                              Suite 1210
                              Chicago, Illinois  60606
                              Telephone:  (312) 427-2953
                              Fax:  (312) 427-2953


     33.  NONCONTRAVENTION.   The  Company  agrees  that it will not at any
time  take  any  action  or undertake any activity that would  in  any  way
impede, restrict or limit  the  right and ability of the Registered Holders
to convert the Preferred Shares into  shares of Converted Stock pursuant to
the  terms  and  provisions of this Agreement.   Accordingly,  the  Company
agrees  that the instructions  and  procedures  set  forth  above  in  this
Agreement    constitute    irrevocable    instructions,    directions   and
authorizations  to  the  Transfer  Agent  and  that  the Transfer Agent  is
authorized to disregard any written or oral communication  received  by  it
from  the  Company  or  otherwise  that  could  in  any way be construed to
constitute  an  authorization or direction for the Transfer  Agent  to  act
contrary to, or to not faithfully comply with, the irrevocable instruction,
direction and authorization  set  forth  herein.   Each  of  the Registered
Holders  is  an  intended  third  party  beneficiary  of  these irrevocable
instructions.

     34.  INDEMNIFICATION.   The  Company  agrees  to  indemnify  and  hold
harmless the Transfer Agent, each officer, director, employee  and agent of
the  Transfer  Agent,  and  each  person, if any, who controls the Transfer
Agent within the meaning of the Securities  Act  of  1933,  as amended (the
"Act")  or  the Securities Exchange Act of 1934, as amended (the  "Exchange
Act") against  any  losses,  claims,  damages,  or  liabilities,  joint  or
several,  to which it, they or any of them, or such controlling person, may
become subject,  under  the  Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon the performance by the Transfer Agent of its
duties pursuant to the Agreement;  and  will  reimburse the Transfer Agent,
and each officer, director, employee and agent  of  the Transfer Agent, and
each  such  controlling  person for any legal or other expenses  reasonably
incurred by it or any of them in connection with investigating or defending
any such loss, claim, damage,  liability or action; PROVIDED, HOWEVER, that
the Company will not be liable in  any  case if such loss, claim, damage or
liability arises out of or is based upon  any  action  not  taken  in  good
faith,  or  any  action  or  omission  that constitutes gross negligence or
willful misconduct.

     Promptly after receipt by an indemnified  party  under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim  in  respect  thereof  is to be made against the Company  under  this
Section, notify in writing the  Company  of  the  commencement thereof, and
failure  so  to  notify  the  Company  will  relieve the Company  from  any
liability  under  this  Section  as  to  the  particular   item  for  which
indemnification is then being sought but not from any other liability which
it may have to any indemnified party.  In case any such action  is  brought
against  any  indemnified  party,  and  it  notifies  the  Company  of  the
commencement  thereof,  the  Company will be entitled to assume the defense
thereof, with counsel who shall  be  to the reasonable satisfaction of such
indemnified party.  The Company shall not be liable to any such indemnified
party on account of any settlement of  any claim of action effected without
the consent of the Company.

     35.  GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois, without giving effect
to conflicts of law rules of such jurisdiction.

     36.  ENTIRE AGREEMENT; AMENDMENTS.   This  Agreement,  constitutes the
full  and entire understanding of the parties with respect to  the  subject
matter  hereof.  Neither this Agreement nor any term hereof may be amended,
waived, discharged, or terminated other than by a written instrument signed
by the party  against  whom  enforcement  of  any  such  amendment, waiver,
discharge or termination is sought.

     37.  COUNTERPARTS.   This  Agreement may be executed in  one  or  more
counterparts and by facsimile signature.





















                     [SIGNATURE PAGE FOLLOWS]



BOOK ENTRY TRANSFER AGENT AGREEMENT - PAGE 38
(SUCCESSORIES, INC.)

     IN WITNESS WHEREOF, the undersigned  have  hereunto set their hands as
of the date first above written.

                         SUCCESSORIES, INC.


                         By:
                         Title:


                         SEACREST CAPITAL LIMITED


                         By:
                         Title:


                         FAIRWAY CAPITAL LIMITED


                         By:
                         Title:


                         ILLINOIS STOCK TRANSFER COMPANY


                         By:
                         Title:



BOOK ENTRY TRANSFER AGENT AGREEMENT - PAGE 38
(SUCCESSORIES, INC.)

                            SCHEDULE 1


 SHARES       Liquidation Value       Number of Preferred
              OF PREFERRED SHARES     Shares ($5,000      Purchase Price OF
                                   LIQUIDATION PREFERENCES)   PREFERRED

Seacrest Capital       $740,000             148             $584,600
Limited
Fairway Capital 
Limited              $1,260,000              252             $995,400
Total                $2,000,000            2,000           $1,580,000




























44863.3H



BOOK ENTRY TRANSFER AGENT AGREEMENT - PAGE 38
(SUCCESSORIES, INC.)


                             EXHIBIT E

                          TO REGULATION S
                 SECURITIES SUBSCRIPTION AGREEMENT

                   REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement")  is  entered into
as  of  September  16,  1996,  by  and among SUCCESSORIES, INC, an Illinois
corporation (the "Company"), and SEACREST  CAPITAL  LIMITED,  a  Nevis West
Indies  corporation ("Seacrest") and FAIRWAY CAPITAL LIMITED, a Nevis  West
Indies corporation  ("Fairway")  (Seacrest  and  Fairway  being  singularly
referred to as an "Investor" and collectively as the "Investors").

                         R E C I T A L S:

     WHEREAS,  pursuant  to  a  Subscription  Agreement  (the "Subscription
Agreement"), by and between the Company and the Investors, the Company have
agreed to sell and the Investors has agreed to purchase an aggregate of 400
shares  of  the  Company's Series A Cumulative Convertible Preferred  Stock
(the "Preferred Stock")  convertible  into  shares of the Company's  common
stock, par value $.01 per share (the "Common Stock"); and

     WHEREAS, pursuant to the terms of, and in  partial  consideration for,
the  Investors'  agreement  to  enter into the Subscription Agreement,  the
Company  has  agreed to provide the  Investors  with  certain  registration
rights with respect  to the shares of Common Stock into which the Preferred
Stock may be converted from time to time (the "Shares");

     NOW   THEREFORE,   in    consideration   of   the   mutual   promises,
representations, warranties, covenants  and  conditions  set  forth  in the
Agreement  and  this  Registration  Rights  Agreement,  the Company and the
Investors agree as follows:

                            AGREEMENT:

     38.  CERTAIN  DEFINITIONS.  As used in this Agreement,  the  following
terms shall have the following respective meanings:

     "Commission" shall  mean the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

     "Common Stock" shall  mean  the Company's Common Stock, par value $.01
per share.

     "Initiating Holders" shall mean  holders  of  more  than  50%  of  the
outstanding shares of Preferred Stock.

     "Other  Registrable  Shares"  shall  mean those shares of Common Stock
heretofore or hereafter issued pursuant to  one or more agreements granting
the purchasers of such securities the right to  have  the  Company register
such securities or include such securities in any other registration of the
Company's equity securities.

     "Registrable  Shares" shall mean (i) the Shares, and (ii)  any  Common
Stock of the Company  issued  or  issuable in respect of the Shares or upon
any  stock  split,  stock  dividend,  recapitalization  or  similar  event;
PROVIDED, HOWEVER, that Registrable Shares  or  other  securities  shall no
longer  be  treated as Registrable Shares if (A) they have been sold to  or
through a broker  or  dealer  or  underwriter in a public distribution or a
public securities transaction, (B)  they  have  been  sold in a transaction
exempt  from the registration and prospectus delivery requirements  of  the
Securities  Act  so  that all transfer restrictions and restrictive legends
with respect thereto are removed upon consummation of such sale, or (C) the
Shares are available for  sale  under  the  Securities  Act (including Rule
144), in the opinion of counsel to the Company, without compliance with the
registration and prospectus delivery requirements of the  Securities Act so
that all transfer restrictions and restrictive legends with respect thereto
may be removed upon the consummation of such sale.

     The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration  statement  in
compliance  with  the  Securities  Act and applicable rules and regulations
thereunder, and the declaration or ordering  of  the  effectiveness of such
registration statement.

     "Registration  Expenses"  shall  mean  all  expenses incurred  by  the
Company in compliance with Section 2 hereof, including,  without limitation
all registration and filing fees, printing expenses, fees and disbursements
of counsel for the Company, blue sky fees and expenses, reasonable fees and
disbursements  (not to exceed $10,000) of one counsel for all  the  selling
holders of Registrable  Shares for a limited "due diligence" examination of
the Company incident to such  registration  (but excluding the compensation
of regular employees of the Company, which shall  be  paid  in any event by
the   Company,   and  excluding  all  underwriting  discounts  and  selling
commissions applicable to the sale of the Registrable Shares).

     "Securities Act" shall mean the Securities Act of 1933, as amended, or
any  similar  federal  statute,  and  the  rules  and  regulations  of  the
Commission thereunder, all as the same shall be in effect at the time.

     "Selling Expenses"  shall  mean all underwriting discounts and selling
commissions applicable to the sale  of  Registrable Shares and all fees and
disbursements of one counsel for the selling  holders of Registrable Shares
(other  than  the  fees  and  disbursements  of such  counsel  included  in
Registration Expenses).

     39.  REQUESTED REGISTRATION.

     The following registration rights will apply  if,  and only if, at any
time prior to the termination of this Agreement, Regulation  S  promulgated
under  the  Securities  Act  is  rescinded  or  modified  so as to preclude
Initiating  Holders  from  reselling  in  United  States  public securities
markets Shares received from the Company pursuant to the Agreement  and the
Preferred  Stock  following expiration of the Restricted Period (as defined
in the Agreement),  or  if, for any other reason, the Company refuses or is
unable to issue Shares at  the  times required by the Agreements bearing no
restrictive legend to Initiating Holders after expiration of the Restricted
Period;  provided, however, that no  Investor  shall  not  be  entitled  to
request registration  pursuant  to  this Agreement (and such Investor shall
not be considered an Initiating Holder  pursuant to this Agreement, and the
securities held by such Investor shall not be considered Registrable Shares
pursuant  to  this  Agreement)  if a representation  or  warranty  of  such
Investor in the Subscription Agreement is inaccurate or was inaccurate when
made,  or  such  Investor has failed  to  comply  with  the  covenants  and
agreements of such Investor set forth in the Subscription Agreement:

          a.iii  REQUEST  FOR  REGISTRATION.   If the Company shall receive
     from  Initiating Holders, at any time after  180  days  and  prior  to
     thirty-six  (36) months following the final closing of the sale of the
     Preferred Stock  pursuant to the Agreement, a written request that the
     Company effect a registration  with  respect to all, but not less than
     all, of the Registrable Shares held by  such Initiating Holders (which
     notice shall specify the intended method  of disposition), the Company
     shall:

               (i)  promptly   give   written  notice   of   the   proposed
          registration to all other holders of Registrable Shares; and

               (ii)   as  soon as practicable  (A)  cause  to  be  filed  a
          Registration Statement  on  Form S-3 under the Securities Act (or
          such other form as is then appropriate  for  use  by  the Company
          under the Securities Act) and (B) use its best efforts  to  cause
          such  registration  statement  to  be  declared  effective by the
          Commission   (including,  without  limitation,  undertaking   the
          actions described  in  Section  4), all as may be so requested by
          the Initiating Holders so as to permit or facilitate the sale and
          distribution of all or such portion of such Registrable Shares as
          are specified in such request, together  with all or such portion
          of the Registrable Shares of any holder or holders of Registrable
          Shares  joining  in such request as are specified  in  a  written
          request given within  fifteen  (15)  days  after  receipt of such
          written notice from the Company; provided that the  Company shall
          not be obligated to effect, or to take any action to  effect, any
          such registration pursuant to this Section 2:

                    (A)  after  the  Company  has  effected  two  (2)  such
               registrations   pursuant  to  this  Section  2(a)  and  each
               registration has  been  declared or ordered effective by the
               Commission and remained effective for a continuous period of
               180 days; or

                    (B)  within the period  starting  with  the  date sixty
               (60)  days prior to the Company's good faith estimated  date
               of filing  of,  and  ending  ninety  (90) days following the
               effective  date of, any registered public  offering  of  the
               Company's securities.

          Subject to the foregoing  limitations  in  clauses  (A)  and  (B)
     above,  the  Company  shall file a registration statement covering the
     Registrable  Shares  so  requested   to   be  registered  as  soon  as
     practicable after receipt of the request or requests of the Initiating
     Holders, but no later than forty-five (45)  days  following receipt of
     such  request  or  requests,  except  in  the event audited  financial
     statements not previously prepared are required  to  be prepared prior
     to  the  filing  of  such registration statement, in which  case  such
     registration statement  must  be  filed as soon as practicable, but in
     any event within ninety (90) days following receipt of such request or
     requests.

          The registration statement filed  pursuant  to the request of the
     Initiating Holders (the  "Registration Statement") may, subject to the
     provisions  of  Section 2(b) below, include Other Registrable  Shares,
     other securities  of  the  Company  which  are  held  by  officers  or
     directors  of  the  Company  or  which  are  held  by other holders of
     registration rights, and may include securities of the  Company  being
     sold for the account of the Company.

          b.ii    UNDERWRITING.    If  the  Initiating  Holders  intend  to
     distribute the Registrable Shares covered by their request by means of
     an underwriting, they shall so  advise  the Company as a part of their
     request made pursuant to Section 2 and the  Company shall include such
     information  in  the  written notice referred to  in  Section  2(a)(i)
     above.  The right of any  holder of Registrable Shares to registration
     pursuant  to  Section  2  shall  be  conditioned  upon  such  holder's
     participation in such underwriting  and the inclusion of such holder's
     Registrable  Shares in such underwriting  (unless  otherwise  mutually
     agreed by a majority  in  interest  of the Initiating Holders and such
     holder with respect to such participation and inclusion) to the extent
     provided herein.  A holder of Registrable  Shares may elect to include
     in such underwriting all or a part of the Registrable Shares it holds.

               (i)  If  the  Company  shall  request   inclusion   in   any
          registration  pursuant  to Section 2 of securities being sold for
          its  own account, or if officers  or  directors  of  the  Company
          holding  other  securities  of  the  Company  or other holders of
          registration rights, shall request inclusion in  any registration
          pursuant to Section 2, the Initiating Holders shall, on behalf of
          all  holders  of  Registrable  Shares,  offer  to  include  Other
          Registrable  Shares  and  the  securities  of  the Company,  such
          officers  and  directors  and such other holders of  registration
          rights in the underwriting  and may condition such offer on their
          acceptance  of  the  further  applicable   provisions   of   this
          Agreement.   The  Company  shall  (together  with  all holders of
          Registrable  Shares,  officers  and  directors, other holders  of
          registration  rights  and  holders  of Other  Registrable  Shares
          proposing   to   distribute   their   securities   through   such
          underwriting) enter into an underwriting  agreement  in customary
          form  with  the underwriter or representative of the underwriters
          selected  for   such   underwriting   by   the   Company,   which
          underwriter(s)  shall  be  reasonably acceptable to a majority in
          interest of the Initiating Holders.

               (ii)  Notwithstanding any other provision of this Section 2,
          if the representative of the  underwriters advises the Company in
          writing that marketing factors require a limitation on the number
          of shares to be underwritten, the  Company  shall  so  advise all
          holders  of  Registrable  Shares  and  other  shareholders  whose
          securities  would  otherwise  be  underwritten  pursuant  to such
          registration,  and  the  number  of  Registrable Shares and other
          securities  that  may  be  included  in  the   registration   and
          underwriting  shall  be  allocated  in  the following manner: the
          securities to be offered by the Company and the securities of the
          Company held by officers and directors of the Company (other than
          Registrable Shares) shall be excluded from  such registration and
          underwriting to the extent required by such limitation, and, if a
          limitation on the number of shares is still required,  the  Other
          Registrable  Shares  shall  be excluded pro rata with Registrable
          Shares, unless another method  of  determining  such exclusion is
          specified  in  the  agreements  governing  the  Other Registrable
          Shares,  according  to  the relative number of Other  Registrable
          Shares  requested  to  be  included   in  such  registration  and
          underwriting,  from  such registration and  underwriting  to  the
          extent required by such  limitation,  and, if a limitation on the
          number  of shares is still required, the  number  of  Registrable
          Shares that  may be included in the registration and underwriting
          shall be allocated  among  all  holders  of Registrable Shares in
          proportion, as nearly as practicable, to the  respective  amounts
          of Registrable Shares which they had requested to be included  in
          such   registration  at  the  time  of  filing  the  registration
          statement.    No  Registrable  Shares  or  any  other  securities
          excluded from the  underwriting  by  reason  of the underwriter's
          marketing limitation shall also be included in such registration.

                (iii) If the Company or any officer, director  or holder of
          Registrable Shares or Other Registrable Shares who has  requested
          inclusion in such registration and underwriting as provided above
          disapproves  of  the  terms of the underwriting, such person  may
          elect to withdraw therefrom by written notice to the Company, the
          underwriter  and  the  Initiating  Holders.   The  securities  so
          withdrawn shall also be withdrawn from registration.

     40.  EXPENSES  OF  REGISTRATION.    The   Company   shall   bear   all
Registration   Expenses  incurred  in  connection  with  any  registration,
qualification or  compliance  of  the  Registrable  Shares pursuant to this
Agreement.   All  Selling  Expenses shall be borne by the  holders  of  the
securities so registered pro  rata  on  the  basis  of  the number of their
shares so registered (except for the fees and disbursements  of  counsel to
the Investors).

     41.  REGISTRATION PROCEDURES.  Pursuant to this Agreement, the Company
will  keep each holder of Registrable Shares advised in writing as  to  the
initiation  of a registration under this Agreement and as to the completion
thereof.  At its expense, the Company will:

          a.iii  Use reasonable efforts to keep such registration effective
     for a period  of  one hundred eighty (180) days or until the holder or
     holders  of  Registrable   Shares   have  completed  the  distribution
     described in the registration statement  relating thereto or until the
     securities registered cease to be Registrable  Shares, whichever first
     occurs;

          b.iii  Prepare and file with the Commission  such  amendments and
     supplements to such registration statement and the prospectus  used in
     connection  with  such  registration statement as may be necessary  to
     comply with the provisions  of  the Securities Act with respect to the
     disposition of securities covered by such registration statement;

          c.iii  Furnish such number of  prospectuses  and  other documents
     incidental  thereto, including any amendment of or supplement  to  the
     prospectus, as  a  holder  of Registrable Shares from time to time may
     reasonably request;

          d.iii  use reasonable efforts  to  (i)  register  and qualify the
     Registrable  Shares covered by the Registration Statement  under  such
     other securities  or  blue  sky  laws  of  such  jurisdictions  as the
     Investors  who  hold  a majority in interest of the Registrable Shares
     being offered reasonably  request,  (ii)  prepare  and  file  in those
     jurisdictions  such  amendments  (including post-effective amendments)
     and supplements, (iii) take such other  actions as may be necessary to
     maintain such registrations and qualifications  in  effect  until such
     date  set  forth  in  clause (a) above and (iv) take all other actions
     reasonably necessary or  advisable  to  qualify the Registrable Shares
     for sale in such jurisdictions; PROVIDED,  HOWEVER,  that  the Company
     shall  not  be  required  in  connection  therewith  or as a condition
     thereto  to  (I) qualify to do business in any jurisdiction  where  it
     would not otherwise  be required to qualify but for this Section 3(d),
     (II) subject itself to  general,  taxation  in  any such jurisdiction,
     (III)  file  a  general  consent  to service of process  in  any  such
     jurisdiction,  (IV)  provide any undertakings  that  cause  more  than
     nominal expense or burden to the Company or (V) make any change in its
     charter or by-laws, which  in  each case the Board of Directors of the
     Company determines to be contrary to the best interests of the Company
     and its stockholders;

          e.iii  in the event Investors  who hold a majority in interest of
     the  Registrable  Shares  being  offered   in   the   offering  select
     underwriters for the offering, enter into and perform its  obligations
     under   an  underwriting  agreement,  in  usual  and  customary  form,
     including,   without   limitation,   customary   indemnification   and
     contribution  obligations,  with  the  managing  underwriter  of  such
     offering;

          f.iii   as  promptly  as practicable after becoming aware of such
     event, notify each Investor of the happening of any event of which the
     Company has knowledge, as a result of which the prospectus included in
     the Registration Statement,  as  then  in  effect,  includes an untrue
     statement  of  a  material  fact  or  omits  to state a material  fact
     required  to  be stated therein or necessary to  make  the  statements
     therein, in light of the circumstances under which they were made, not
     misleading, and  use its best efforts promptly to prepare a supplement
     or amendment to the  Registration  Statement  to  correct  such untrue
     statement  or  omission,  and  deliver  a  number  of  copies  of such
     supplement  or  amendment  to  each  Investor  as  such  Investor  may
     reasonably request;

          g.iii   as  promptly  as practicable after becoming aware of such
     event, notify each Investor  who  holds  Registrable Shares being sold
     (or,  in  the  event  of  an  underwritten  offering,   the   managing
     underwriters)  of the issuance by the Commission of any stop order  or
     other suspension of effectiveness of the Registration Statement at the
     earliest possible time;

          h.iii  permit  a  single  firm  of  counsel designated as selling
     stockholders' counsel by the Investors who hold a majority in interest
     of  the  Registrable  Shares  being  sold to review  the  Registration
     Statement  and  all amendments and supplements  thereto  a  reasonable
     period of time prior  to  their  filing with the Commission, and shall
     not  file  any document in a form to  which  such  counsel  reasonably
     objects;

          i.iii   make  generally available to its security holders as soon
     as practical, but not  later  than ninety (90) days after the close of
     the period covered thereby, an  earnings  statement (in form complying
     with the provisions of Rule 158 under  the  Securities Act) covering a
     twelve-month period beginning not later than  the  first  day  of  the
     Company's  fiscal  quarter  next  following  the effective date of the
     Registration Statement;

          j.iii  at the request of the Investors who  hold  a  majority  in
     interest  of  the  Registrable  Shares being sold, furnish on the date
     that Registrable Shares are delivered  to  an  underwriter for sale in
     connection with the Registration Statement (i) a  letter,  dated  such
     date,  from  the Company's independent certified public accountants in
     form and substance  as  is  customarily given by independent certified
     public accountants to underwriters in an underwritten public offering,
     addressed to the underwriters;  and  (ii) an opinion, dated such date,
     from  counsel  representing  the  Company   for   purposes   of   such
     Registration  Statement, in form and substance as is customarily given
     in an underwritten  public offering, addressed to the underwriters and
     the Investors;

          k.iii   make  available  for  inspection  by  any  Investor,  any
     underwriter  participating   in   any   disposition  pursuant  to  the
     Registration Statement, and any attorney,  accountant  or  other agent
     retained  by  any  such  Investor  or  underwriter (collectively,  the
     "Inspectors"), all pertinent financial and  other  records,  pertinent
     corporate  documents and properties of the Company (collectively,  the
     "Records"),  as shall be reasonably necessary to enable each Inspector
     to exercise its  due diligence responsibility, and cause the Company's
     officers, directors  and employees to supply all information which any
     Inspector may reasonably  request  for purposes of such due diligence;
     PROVIDED, HOWEVER, that each Inspector  shall  hold  in confidence and
     shall not make any disclosure (except to an Investor) of any Record or
     other  information which the Company determines in good  faith  to  be
     confidential,  and  of  which  determination  the  Inspectors  are  so
     notified,  unless  (i)  the disclosure of such Records is necessary to
     avoid  or  correct a misstatement  or  omission  in  any  Registration
     Statement, (ii)  the  release of such Records is ordered pursuant to a
     subpoena or other order  from  a court or government body of competent
     jurisdiction or (iii) the information  in  such  Records has been made
     generally  available  to  the  public  other  than  by  disclosure  in
     violation  of this or any other agreement.  The Company shall  not  be
     required to  disclose  any confidential information in such Records to
     any Inspector until and  unless such Inspector shall have entered into
     confidentiality agreements  (in form and substance satisfactory to the
     Company) with the Company with  respect  thereto, substantially in the
     form of this Section 3(k).  Each Investor  agrees  that it shall, upon
     learning that disclosure of such Records is sought in or by a court or
     governmental  body of competent jurisdiction or through  other  means,
     give prompt notice  to  the  Company  and  allow  the  Company, at its
     expense, to undertake appropriate action to prevent disclosure  of, or
     to  obtain  a  protective  order for, the Records deemed confidential.
     The Company shall hold in confidence and shall not make any disclosure
     of information concerning an Investor provided to the Company pursuant
     to Section 4(e) hereof unless  (i)  disclosure  of such information is
     necessary to comply with federal or state securities  laws,  (ii)  the
     disclosure  of  such  information  is  necessary to avoid or correct a
     misstatement  or  omission in any Registration  Statement,  (iii)  the
     release of such information is ordered pursuant to a subpoena or other
     order from a court  or  governmental body of competent jurisdiction or
     (iv) such information has  been made generally available to the public
     other than by disclosure in  violation of this or any other agreement.
     The Company agrees that it shall,  upon  learning  that  disclosure of
     such information concerning an Investor is sought in or by  a court or
     governmental  body  of competent jurisdiction or through other  means,
     give prompt notice to  such  Investor,  at  its  expense, to undertake
     appropriate action to prevent disclosure of, or to obtain a protective
     order for, such information;

          l.iii   use  its  best  efforts  either  to  (i)  cause  all  the
     Registrable Shares covered by the Registration Statement  to be listed
     on  a  national  securities  exchange  and on each additional national
     securities exchange on which similar securities issued by the, Company
     are then listed, if any, if the listing  of such Registrable Shares is
     then  permitted  under  the  rules  of such exchange  or  (ii)  secure
     designation of all the Registrable Shares  covered by the Registration
     Statement  as a National Association of Securities  Dealers  Automated
     Quotations System  ("NASDAQ") "national market system security" within
     the meaning of Rule  11Aa2-1  of  the  Commission under the Securities
     Exchange  Act  of  1934, as amended (the "Exchange  Act")  ,  and  the
     quotation of the Registrable  Shares on the NASDAQ National Market or,
     if, despite the Company's best efforts to satisfy the preceding clause
     (i) or (ii) , the Company is unsuccessful  in satisfying the preceding
     clause  (i)  or  (ii)  ,  to secure listing on a  national  securities
     exchange or NASDAQ authorization  and  quotation  for such Registrable
     Shares  and,  without  limiting  the generality of the  foregoing,  to
     arrange for at least two market makers  to  register with the National
     Association of Securities Dealers, Inc. ("NASD")  as such with respect
     to such Registrable Shares;

          m.iii  provide a transfer agent and registrar,  which  may  be  a
     single entity, for the Registrable Shares not later than the effective
     date of the Registration Statement;

          n.iii   cooperate  with the Investors who hold Registrable Shares
     being offered and the managing underwriter or underwriters, if any, to
     facilitate the timely preparation  and  delivery  of certificates (not
     bearing any restrictive legends) representing Registrable Shares to be
     offered  pursuant  to  the  Registration  Statement  and  enable  such
     certificates to be in such denominations or amounts as  the  case  may
     be,  as  the  managing  underwriter  or  underwriters,  if any, or the
     Investors may reasonably request and registered in such names  as  the
     managing  underwriter  or  underwriters,  if any, or the Investors may
     request; and

          o.iii  take all other reasonable actions  necessary  to  expedite
     and  facilitate  disposition by the Investor of the Registrable Shares
     pursuant to the Registration Statement.

     42.  INDEMNIFICATION.

     a.iii The Company  will  indemnify  each holder of Registrable Shares,
each of its officers, directors and partners,  and  each person controlling
such holder of Registrable Shares, with respect to which  registration  has
been  effected pursuant to this Agreement, and each underwriter, if any and
each person  who  controls  any  underwriter,  and their respective counsel
against   all  claims,  losses,  damages  and  liabilities   (or   actions,
proceedings  or  settlements in respect thereof) arising out of or based on
any untrue statement  (or  alleged  untrue  statement)  of  a material fact
contained  in  any  prospectus,  or  other  document  incident to any  such
registration,  or  based  on  any omission (or alleged omission)  to  state
therein a material fact required  to be stated therein or necessary to make
the statements therein not misleading,  or  any violation by the Company of
the Securities  Act or any rule or regulation  thereunder applicable to the
Company in connection with any such registration  and  will  reimburse each
such  holder  of  Registrable  Shares, each of its officers, directors  and
partners, and each person controlling  such  holder  of Registrable Shares,
each  such underwriter and each person who controls any  such  underwriter,
for any  legal  and  any  other expenses as they are reasonably incurred in
connection with investigating  and  defending any such claim, loss, damage,
liability or action, provided, however,  that  the  indemnity  contained in
this Section 5(a) shall not apply to amounts paid in settlement of any such
claim,  loss,  damage,  liability  or action if such settlement is effected
without the consent of the Company;  and  provided further that the Company
shall not be liable in any such case to the  extent  that  any  such claim,
loss, damage, liability or expense arises out of or is based on any  untrue
statement  or  omission  based  upon  written  information furnished to the
Company by such holder of Registrable Shares or  underwriter  and stated to
be  specifically  for  use  therein.  The foregoing indemnity agreement  is
further subject to the condition  that  insofar as it relates to any untrue
statement, alleged untrue statement, omission or alleged omission made in a
preliminary prospectus, such indemnity agreement  shall   not  inure to the
benefit  of  the  foregoing  indemnified  parties  if  copies  of  a  final
prospectus  correcting  the misstatement, or alleged misstatement, omission
or alleged omission upon  which  such  loss,  liability, claim or damage is
based is timely delivered to such indemnified party  and a copy thereof was
not furnished to the person asserting the loss, liability, claim or damage.

     b.iii  Each holder of Registrable Shares will, if  Registrable  Shares
held by it are  included in the securities as to which such registration is
being effected, indemnify  the  Company, each of its directors and officers
and each underwriter, if any, of the Company's securities covered by such a
Registration  Statement, each person  who  controls  the  Company  or  such
underwriter within  the  meaning  of  the  Securities Act and the rules and
regulations thereunder, each other such holder  of  Registrable  Shares and
each  of  its officers, directors and partners, and each person controlling
such  holder   of   Registrable   Shares,   and  their  respective  counsel
(collectively, the "Company, Underwriters and Counsel") against all claims,
losses, damages and liabilities (or actions,  proceedings or settlements in
respect  thereof)  arising  out  of or based on any  untrue  statement  (or
alleged  untrue  statement) of a material  fact  relating  to  such  Holder
contained in any such registration statement, prospectus, offering circular
or other document, or any omission (or alleged omission) to state therein a
material fact required  to  be  stated  therein  relating to such holder or
necessary  to  make  the statements therein relating  to  such  holder  not
misleading or any violation  by  such  holder  of  any  rule  or regulation
promulgated under the Securities Act applicable to such holder and relating
to action or inaction required of such holder in connection with  any  such
registration;  and  will reimburse the Company, such holders of Registrable
Shares, directors, officers,  partners,  persons,  underwriters  or control
persons  for  any  legal  or  any  other  expense  reasonably  incurred  in
connection  with  investigating  or defending any such claim, loss, damage,
liability or action, in each case  to  the  extent, but only to the extent,
that such untrue statement (or alleged untrue  statement)  or  omission (or
alleged  omission)  relating  to  such  holder is made in such registration
statement, prospectus, offering circular or other document in reliance upon
and in conformity with written information furnished to the Company by such
holder of Registrable Shares and stated to be specifically for use therein;
provided, however, that such indemnification obligations shall not apply if
the Company modifies or changes to a material  extent  written  information
furnished  by  such  Holder.   Each  holder of Registrable Shares will,  if
Registrable Shares held by it are included  in  the  securities as to which
such  registration  is being effected, indemnify the Company,  Underwriters
and  Counsel  against all  claims,  losses,  damages  and  liabilities  (or
actions, proceedings  or settlements in respect thereof), arising out of or
based on any sale of Registrable  Shares  made  by  such  holder  following
receipt by such holder of written notice from the Company, Underwriters  or
Counsel  that  the  registration  statement  filed  with  respect  to  such
Registrable  Shares  contains an untrue statement of material fact or omits
to state a material fact  necessary  in  order  to make the statements made
therein,  in light of the circumstances under which  they  were  made,  not
misleading.

     c.iii  To  the  extent any indemnification by an indemnifying party is
prohibited or limited  by  law,  the  indemnifying party agrees to make the
maximum  contribution  with  respect to any  amounts  for  which  it  would
otherwise be liable under Section 5 to the fullest extent permitted by law;
PROVIDED,  HOWEVER,  that  (a)  no   contribution   shall   be  made  under
circumstances   where   the   maker   would   not   have  been  liable  for
indemnification under the fault standards set forth in  Section  5,  (b) no
seller  of  Registrable  Securities  guilty of fraudulent misrepresentation
(within  the  meaning of Section 11(f) of  the  Securities  Act)  shall  be
entitled to contribution  from any seller of Registrable Shares who was not
guilty of such fraudulent misrepresentation  and  (c)  contribution  by any
seller  of  Registrable Shares shall be limited in amount to the net amount
of proceeds received  by  such  seller  from  the  sale of such Registrable
Shares.

     d.iii Each party entitled to indemnification under this Section 5 (the
"Indemnified  Party") shall give notice to the party  required  to  provide
indemnification  (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge  of  any  claim  as  to  which  indemnity may be
sought,  and shall permit the Indemnifying Party to assume the  defense  of
any such claim or any litigation resulting therefrom, provided that counsel
for the Indemnifying  Party, who shall conduct the defense of such claim or
any litigation resulting  therefrom,  shall  be approved by the Indemnified
Party (whose approval shall not unreasonably be  withheld  or delayed), and
the  Indemnified Party may participate in such defense at such  Indemnified
Party's  expense.   No Indemnifying Party, in the defense of any such claim
or litigation, shall  except  with  the  consent of each Indemnified Party,
consent to entry of any judgment or enter  into  any  settlement which does
not include as an unconditional term thereof the giving  by the claimant or
plaintiff  to  such  Indemnified Party of a release from all  liability  in
respect to such claim  or litigation.  Each Indemnified Party shall furnish
such  information  regarding   itself  or  the  claim  in  question  as  an
Indemnifying Party may reasonably  request  in  writing  and  as  shall  be
reasonably required in connection with defense of such claim and litigation
resulting therefrom.

     43.  AGREEMENTS  OF  HOLDERS  OF  REGISTRABLE  SHARES.  Each holder of
Registrable Shares shall furnish to the Company such  information regarding
such  holder of Registrable Shares and the distribution  proposed  by  such
holder  of  Registrable  Shares  as  the  Company may reasonably request in
writing  and  as  shall  be  reasonably required  in  connection  with  any
registration referred to in this Agreement.

     44.  REPORTS UNDER EXCHANGE  ACT.   With a view to making available to
the Investors the benefits of Rule 144 promulgated under the Securities Act
or any other similar rule or regulation  of  the Commission that may at any
time permit the Investors to sell securities of  the  Company to the public
without registration and without imposing restrictions  arising  under  the
federal  securities  laws on the purchases thereof ("Rule 144") the Company
agrees to:

          a.iii  make and keep public information available, as those terms
     are understood and defined in Rule 144;

          b.iii  file  with  the Commission in a timely manner, all reports
     and other documents required  of  the Company under the Securities Act
     and the Exchange Act; and

          c.iii  furnish to each Investor  so  long  as  such Investor owns
     Registrable Shares, promptly upon request, (i) a written  statement by
     the  Company  that it has complied with the reporting requirements  of
     Rule 144, the Securities  Act and the Exchange Act, (ii) a copy of the
     most recent annual or quarterly  report  of the Company and such other
     reports and documents so filed by the Company  and  (iii)  such  other
     information as may be reasonably requested to permit the Investors  to
     sell such securities pursuant to Rule 144 without registration.


     45.  MISCELLANEOUS.

          (A)  GOVERNING  LAW.   This  agreement  shall  be governed by and
construed  in  accordance  with  the laws of the State of Illinois  without
giving effect to conflict of laws of such jurisdiction.

          (B)  SUCCESSORS  AND  ASSIGNS.    Except  as  otherwise  provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors  and  administrators of the
parties hereto.

          (C)  ENTIRE AGREEMENT.  This Agreement constitutes  the  full and
entire  understanding and agreement between the parties with regard to  the
subject matter hereof.

          (D)  NOTICES, ETC.  All notices and other communications required
or permitted  hereunder  shall  be in writing and shall be mailed by first-
class  mail, postage prepaid, or delivered  by  hand  or  by  messenger  or
courier  delivery service, addressed (a) if to an Investor at 27 Wellington
Road, Cork,  Ireland,  Attention: James O'Brien, with a copy to HW Finance,
L.L.C, 4000 Thanksgiving  Tower,  1601  Elm  Street,  Dallas,  Texas 75204,
Attention:  Barrett  N. Wissman, or at such other address as such  Investor
shall have furnished to the Company in writing, or (b) if to the Company at
919 Springer Drive, Lombard,  Illinois  60148, Attn:  President, or at such
other address as the Company shall have furnished to each Investor and each
such other holder in writing.

          (E)  DELAYS OR OMISSIONS.  No delay  or  omission to exercise any
right,  power or remedy accruing to any holder of any  Registrable  Shares,
upon any  breach  or  default  of  the  Company under this Agreement, shall
impair any such right, power or remedy of  such  holder  nor  shall  it  be
construed  to be a waiver of any such breach or default, or an acquiescence
therein, or  of  or  in any similar breach or default thereunder occurring,
nor shall any waiver of  any single breach or default be deemed a waiver of
any other breach or default  thereafter  occurring.   Any  waiver,  permit,
consent  or approval of any kind or character on the part of any holder  of
any breach  or  default  under this Agreement, or any waiver on the part of
any party of any provisions  of  conditions  of  this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in
such  writing.  All remedies, either under this Agreement,  or  by  law  or
otherwise afforded to any holder, shall be cumulative and not alternative.

          (F)  COUNTERPARTS.   This agreement may be executed in any number
of counterparts, each of which shall  be  enforceable  against  the parties
actually  executing  such  counterparts,  and  all  of which together shall
constitute one instrument.

          (G)  SEVERABILITY.  In the case any provision  of  this Agreement
shall  be  invalid,  illegal  or unenforceable, the validity, legality  and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

          (H)  AMENDMENTS.  The provisions of this Agreement may be amended
at  any  time and from time to time,  and  particular  provisions  of  this
Agreement  may  be  waived,  with  and only with an agreement or consent in
writing signed by the Company and by  the Investors currently holding fifty
percent (50%) of the Registrable Shares as of the date of such amendment or
waiver.

          (I)  TERMINATION OF REGISTRATION  RIGHTS.   This Agreement  shall
terminate  at  such  time  as  there  ceases  to be at least 50  shares  of
Preferred Stock.



                     [SIGNATURE PAGE FOLLOWS]



REGISTRATION RIGHTS AGREEMENT - PAGE 48
(SUCCESSORIES, INC.)

     The foregoing Registration Rights Agreement  is  hereby executed as of
the date first above written.

COMPANY:                          INVESTORS:

SUCCESSORIES, INC.                SEACREST CAPITAL LIMITED


By:                               By:
Name:                    Name:
Title:                   Title:


                                  FAIRWAY CAPITAL LIMITED


                                  By:
                                  Name:
                                  Title:





REGISTRATION RIGHTS AGREEMENT - PAGE 48
(SUCCESSORIES, INC.)


                             EXHIBIT B

                BOOK ENTRY TRANSFER AGENT AGREEMENT

    This  Book  Entry  Transfer  Agent Agreement (this "Agreement"),  dated
September 16, 1996, between SUCCESSORIES,  INC.,  an  Illinois  corporation
(the  "Company"), SEACREST CAPITAL LIMITED, a Nevis West Indies corporation
("Seacrest"),  FAIRWAY  CAPITAL  LIMITED,  a  Nevis West Indies corporation
("Fairway") (Seacrest and Fairway collectively  being  referred  to  as the
"Holders") and ILLINOIS STOCK TRANSFER COMPANY (the "Transfer Agent").

                         R E C I T A L S:

    WHEREAS,  pursuant to that certain Regulation S Securities Subscription
Agreement dated the date hereof (the "Subscription Agreement") by and among
the Company and  the Holders, the Company agreed to issue to the Holders an
aggregate of $2,000,000 principal amount of Series A Cumulative Convertible
Preferred Stock (the  "Preferred  Stock"), with the preferences, rights and
designations set forth in the Certificate of Designation of the Company (as
such term is defined in the Subscription Agreement); and

    WHEREAS, the Company and the Holders  have  agreed  to  enter into this
Agreement  with  the Transfer Agent to provide for (i) the closing  of  the
issuance  of the Preferred  Shares  and  (ii)  a  "book  entry"  system  of
accounting for the Preferred Shares; and

    WHEREAS,  the Transfer Agent is willing to (i) serve as an escrow agent
to facilitate the  closing  under the Subscription Agreement, (ii) hold the
Preferred Shares on behalf of the Holders, and (iii) establish a book entry
system of accounting for the  Preferred  Shares,  on  the  terms  hereafter
described.

    NOW,  THEREFORE, in consideration of the foregoing, the parties  hereby
agree as follows:

    46.                  CLOSINGS.  The Transfer Agent hereby agrees to act
as an escrow agent to facilitate the Closings as follows:

                         (a)      On  the  date  hereof,  the Holders shall
wire transfer to an account designated by the Transfer Agent  $1,580,000 in
the aggregate (the "Purchase Price"), and the Company shall deliver  to the
Transfer Agent the Preferred Shares in the names of the Holders and in  the
amounts as set forth on SCHEDULE 1 hereto;

                         (b)      Immediately  following  such  deliveries,
together with a delivery from the Company to the Transfer Agent of  a fully
executed copy of the Subscription Agreement, the Transfer Agent shall  wire
transfer  the  Purchase  Price,  less  the  Consulting  Fee  (as  hereafter
defined),  to  the  Company  pursuant  to wire transaction instructions  as
provided by the Company.  The Company hereby  directs the Transfer Agent to
wire  transfer  $47,400  of the Purchase Price (the  "Consulting  Fee")  to
Alpine Capital Partners (Evan Bines) (the "Consultant") in consideration of
certain services provided by the Consultant to the Company; and

                         (c)      The  Transfer  Agent  shall  deliver  the
Preferred Shares to the Holders at the following address:

                                  38 Hertford Street
                                  London, S.W.I.
                                  Attn:  James A. Loughran



Following  the  termination  of  the  Restricted  Period (as defined in the
Subscription Agreement), the Holders shall direct Mr.  Loughran  to deliver
the  Preferred  Shares  to  the Transfer Agent at the address specified  in
Section 9 below, and the Transfer Agent shall thereafter hold the Preferred
Shares for the benefit of the Holders, as hereafter described.

    47.                  OWNERSHIP   OF   PREFERRED   SHARES.   Record  and
beneficial ownership of the Preferred Shares shall remain  in  the  name of
the  Holders  (unless  and until transferred pursuant to the terms thereof,
with written notice thereof  to  the  Transfer  Agent).   Any  transfer  or
purported  transfer  of  the  Preferred Shares (1) not made pursuant to the
terms of the Preferred Shares or (2) properly noticed to the Transfer Agent
shall be null and void AB INITIO  and  shall not be given effect thereto by
the Transfer Agent.

    48.                  PAYING AGENT.   The  Transfer  Agent  shall act as
paying  agent  for  the  Preferred  Shares.   Accordingly, all payments  of
dividends  or redemption amounts required of the  Company  related  to  the
Preferred Shares  as  described  in the Certificate of Designation shall be
made to the Transfer Agent for the  account  and  benefit of the holders of
such  Preferred  Shares as registered on the books of  the  Transfer  Agent
(each, a "Registered  Holder").   Upon  the  receipt of any such payment of
dividends or redemption amounts, in cash, the Transfer Agent shall promptly
wire transfer such sum to the account of the Registered Holders as follows:

    SEACREST                          FAIRWAY

    Bank One Texas, N.A.              Bank One Texas, N.A.
    ABA # 111000614                   ABA # 111000614
    Credit Seacrest Capital Limited Credit Fairway Capital Limited
    # 188-290-2776                    # 182-215-0551

    ALL OTHER REGISTERED HOLDERS

    Such account as is reflected on the books of the Transfer Agent

    49.                  ACCOUNTING AGENT.  The Transfer Agent shall act as
the accounting agent of the Company and the Registered  Holders  and  shall
establish  and maintain a book entry system of accounting for the Preferred
Shares (the  "Accounting  Ledger")  crediting  (reducing)  the  outstanding
Liquidation  Preference  (as  such  term  is defined in the Certificate  of
Designation)  by  all  (i) payments in cash made  by  the  Company  to  the
Transfer Agent as paying agent as required pursuant to Section 3 above, and
(ii) by the appropriate  amount  upon  delivery  of  Converted Stock to the
applicable  Registered Holder following receipt of a Notice  of  Conversion
(as each such  term  is  defined  in Section 5 below).  At such time as the
balance of the Liquidation Preference for the Preferred Shares as reflected
on the Accounting Ledger is zero following the procedures described in this
Agreement, the Transfer Agent shall  return  such  Preferred  Shares to the
Company marked "Cancelled".

    50.                  ISSUANCE OF CONVERTED SHARES.  The Company and the
Holders  hereby  agree that any "Notice of Conversion" deliverable  by  any
Registered  Holder   under   Paragraph   4.F  "CONVERSION  METHOD"  of  the
Certificate of Designation shall be delivered to the Transfer Agent in lieu
of delivery to the Company.  Upon receipt by the Transfer Agent of any such
Notice  of  Conversion  (including  a  Notice of  Conversion  delivered  by
facsimile) (each a "Notice of Conversion")  from  any Registered Holder the
Company hereby irrevocably directs the Transfer Agent to:

                         (a)      immediately deliver  a copy of the Notice
of  Conversion  to  the Company, by facsimile, which shall  set  forth  the
number of shares of common  stock of the Company (the "Converted Stock") to
be issued to such Registered Holder in connection therewith; and

                         (b)      issue   the   "appropriate   number"  (as
described  in  Section  6  below)  of  shares  of  Converted Stock, without
restrictive  legend, directly to the applicable Registered  Holder,  within
two (2) business days of the date of receipt of the Notice of Conversion.

Contemporaneously  herewith,  the  Company's legal counsel shall deliver to
the Transfer Agent an opinion certifying that the certificates representing
the Converted Stock may be issued in  the  name  of  the Registered Holder,
without  restrictive  legend,  commencing  after  the  Restricted   Period;
PROVIDED  (i)  the representations and warranties made by the Holders under
the Subscription  Agreement  are  true and correct in all material respects
and (ii) no change in law or administrative  rules  governing  Regulation S
(as  defined  in  the  Subscription  Agreement)  have  occurred which would
prevent such issuance without restrictive legend.

    51.                  DISPUTE  AS TO NUMBER OF CONVERTED  SHARES  TO  BE
ISSUED.   In  the  event  the Company disputes  the  number  of  shares  of
Converted Stock to be issued by the Company to a Registered Holder pursuant
to a Notice of Conversion claimed  by  the  Registered Holder, by virtue of
the  conversion price or other information set  forth  in  such  Notice  of
Conversion, the Company nevertheless directs the Transfer Agent to issue to
the applicable  Registered  Holder  a  number  of shares of Converted Stock
equal to the LESSER OF the number of shares set  forth  in  the  Notice  of
Conversion  or  the number of shares the Company, using good faith efforts,
notifies the Transfer  Agent  should  be delivered (provided such notice is
presented  by  the  Company to the Transfer  Agent,  with  a  copy  to  the
Registered Holder delivering  the  Notice  of  Conversion,  within  two (2)
business  days  of  the receipt of the Notice of Conversion by the Transfer
Agent).  As to the remaining  disputed number of shares, the Transfer Agent
shall submit the dispute within  one  (1)  business  day  to  the  Transfer
Agent's customary outside legal counsel ("Counsel") for determination.  The
Company  and  the Holders hereby authorize the Counsel to resolve any  such
dispute and notify  the  Company,  the applicable Registered Holder and the
Transfer Agent of the result as soon  as possible.  The Company irrevocably
directs the Transfer Agent to issue to the Registered Holder any additional
shares of Converted Stock which the Registered  Holder  is  entitled, based
upon the Counsel's determination.  The Transfer Agent is authorized to rely
on the Counsel's results upon receipt of the same.  Any such issuance shall
relieve the Transfer Agent and the Counsel of any liability to  the Company
or the Registered Holder, as applicable, but such calculation shall  not be
binding  upon  either  the  Registered Holder or the Company, each of which
preserves all rights to dispute  against  the other the number of Converted
Shares issuable with respect to any Notice of Conversion.

    52.                  TERMINATION.   This   Agreement   shall  terminate
promptly  upon  the earlier to occur of (1) written demand by  all  of  the
Registered  Holders   of  their  respective  Preferred  Shares  or  (2)  no
Liquidation Preference remains with respect to any of the Preferred Shares.

    53.                  FEES.   The  Company  hereby  agrees  to  pay  the
Transfer Agent for all services rendered hereunder.

    54.                  NOTICES.  Any notice or demand to be given or that
may  be  given  under  this  Agreement shall be in writing and shall be (a)
delivered by hand, or (b) delivered through or by expedited mail or package
service,  or  (c) transmitted by  telecopy,  in  each  case  with  personal
delivery acknowledged, addressed to the parties as follows:

                         As to the Company: 919 Springer Drive
    Lombard, Illinois  60148
    Telephone:  630-953-8440
    Fax:  630-953-0014
    Attn:  President

                         As to either Holder: 27 Wellington Road
    Cork, Ireland
    Telephone:  011-44-171-355-4975
    Fax:  011-44-175-355-2051
    Attn:  James Loughran

    With a copy to:               HW Finance, L.L.C.
                                  1601 Elm Street
                                  4000 Thanksgiving  Tower
                                  Dallas, Texas  75201
                                  Telephone:  214-720-1600
                                  Fax:  214-720-1662
                                  Attn:  Barrett Wissman

    As to any other               As set forth on the books of
                                Registered Holder: the Transfer Agent.

                         As to the Transfer
                         Agent 223 West Jackson Blvd.
    Suite 1210
    Chicago, Illinois  60606
    Telephone:  (312) 427-2953
    Fax:  (312) 427-2953


    55.                  NONCONTRAVENTION.  The Company agrees that it will
not at any time take any action or undertake any activity that would in any
way impede, restrict  or  limit  the  right  and  ability of the Registered
Holders  to  convert the Preferred Shares into shares  of  Converted  Stock
pursuant to the  terms  and provisions of this Agreement.  Accordingly, the
Company agrees that the instructions and procedures set forth above in this
Agreement    constitute   irrevocable    instructions,    directions    and
authorizations  to  the  Transfer  Agent  and  that  the  Transfer Agent is
authorized  to disregard any written or oral communication received  by  it
from the Company  or  otherwise  that  could  in  any  way  be construed to
constitute  an  authorization  or direction for the Transfer Agent  to  act
contrary to, or to not faithfully comply with, the irrevocable instruction,
direction and authorization set  forth  herein.   Each  of  the  Registered
Holders  is  an  intended  third  party  beneficiary  of  these irrevocable
instructions.

    56.                  INDEMNIFICATION.  The Company agrees  to indemnify
and hold harmless the Transfer Agent, each officer, director, employee  and
agent  of  the  Transfer  Agent,  and each person, if any, who controls the
Transfer Agent within the meaning of the Securities Act of 1933, as amended
(the  "Act")  or the Securities Exchange  Act  of  1934,  as  amended  (the
"Exchange Act")  against any losses, claims, damages, or liabilities, joint
or several, to which  it,  they or any of them, or such controlling person,
may become subject, under the  Act,  the Exchange Act or otherwise, insofar
as  such  losses, claims, damages or liabilities  (or  actions  in  respect
thereof) arise  out  of  or  are based upon the performance by the Transfer
Agent of its duties pursuant to  the  Agreement;  and  will  reimburse  the
Transfer  Agent,  and  each  officer,  director,  employee and agent of the
Transfer Agent, and each such controlling person for  any  legal  or  other
expenses  reasonably  incurred  by  it  or  any  of them in connection with
investigating  or  defending  any  such loss, claim, damage,  liability  or
action; PROVIDED, HOWEVER, that the  Company will not be liable in any case
if such loss, claim, damage or liability arises out of or is based upon any
action not taken in good faith, or any  action or omission that constitutes
gross negligence or willful misconduct.

    Promptly after receipt by an indemnified  party  under  this Section of
notice of the commencement of any action, such indemnified party will, if a
claim  in  respect  thereof  is  to be made against the Company under  this
Section, notify in writing the Company  of  the  commencement  thereof, and
failure  so  to  notify  the  Company  will  relieve  the  Company from any
liability   under  this  Section  as  to  the  particular  item  for  which
indemnification is then being sought but not from any other liability which
it may have to  any  indemnified party.  In case any such action is brought
against  any  indemnified  party,  and  it  notifies  the  Company  of  the
commencement thereof,  the  Company  will be entitled to assume the defense
thereof, with counsel who shall be to  the  reasonable satisfaction of such
indemnified party.  The Company shall not be liable to any such indemnified
party on account of any settlement of any claim  of action effected without
the consent of the Company.

    57.                  GOVERNING LAW.  This Agreement  shall  be governed
by  and  construed  in  accordance  with the laws of the State of Illinois,
without giving effect to conflicts of law rules of such jurisdiction.

    58.                  ENTIRE  AGREEMENT;  AMENDMENTS.   This  Agreement,
constitutes the full and entire understanding  of  the parties with respect
to the subject matter hereof.  Neither this Agreement  nor  any term hereof
may be amended, waived, discharged, or terminated other than  by  a written
instrument  signed  by  the  party  against  whom  enforcement  of any such
amendment, waiver, discharge or termination is sought.

    59.                  COUNTERPARTS.   This Agreement may be executed  in
one or more counterparts and by facsimile signature.





















                     [SIGNATURE PAGE FOLLOWS]



BOOK ENTRY TRANSFER AGENT AGREEMENT - PAGE 62
(SUCCESSORIES, INC.)


    IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the date first above written.

                                                            SUCCESSORIES,
INC.


                                      By:
                                      Title:


                                                            SEACREST
CAPITAL LIMITED


                                      By:
                                      Title:


                                                            FAIRWAY CAPITAL
LIMITED


                                      By:
                                      Title:



ILLINOIS STOCK TRANSFER COMPANY


                                      By:
                                      Title:



BOOK ENTRY TRANSFER AGENT AGREEMENT - PAGE 62
(SUCCESSORIES, INC.)

                            SCHEDULE 1


  SHARES         Liquidation Value       Number of Preferred
                OF PREFERRED SHARES     Shares ($5,000    Purchase Price OF
                                       LIQUIDATION PREFERENCES)   PREFERRED
Seacrest Capital              $740,000          148             $584,600
Limited
Fairway Capital Limited     $1,260,000          252             $995,400
Total                       $2,000,000        2,000           $1,580,000





























44863.3H



BOOK ENTRY TRANSFER AGENT AGREEMENT - PAGE 62
(SUCCESSORIES, INC.)