SECOND AMENDMENT TO
                          CREDIT AGREEMENT

	THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Second Amendment") dated as of 
May 14, 1998 by and among SUCCESSORIES, INC., an Illinois corporation,  
CELEBRATING EXCELLENCE, INC., an Illinois corporation, SUCCESSORIES OF 
ILLINOIS, INC., an Illinois corporation, CELEX SUCCESSORIES, INC., a 
Canadian corporation, BRITISH LINKS ACQUISITION CORP., an Illinois 
corporation, and B.L.G.C., INC., a Texas corporation,  (hereinafter, 
together with their successors in title and assigns called "Borrowers" and 
each of which ers") and THE PROVIDENT BANK, an Ohio banking corporation 
("Agent") and various Lenders as set forth in the Credit Agreement.

                        PRELIMINARY STATEMENT

  WHEREAS, Borrowers, Agent and Lenders have entered into a Credit Agreement 
dated as June 20, 1997, as amended by a First Amendment dated as of July 16, 
1997 (the "Credit Agreement"); and

  WHEREAS, Borrower have requested Agent and Lenders to adjust various of the 
financial covenants set forth in the Credit Agreement; and

  WHEREAS, Borrower, Agent and Lenders now wish to amend the Credit 
Agreement in accordance with the terms and provisions hereof;

  NOW, THEREFORE, the parties hereto agree to supplement and amend the Credit 
Agreement upon such terms and conditions as follows:

1.	Capitalized Terms.  All capitalized terms used herein shall have the 
meanings assigned to them in the Credit Agreement unless the context hereof 
requires otherwise. Any definitions as capitalized terms set forth herein 
shall be deemed incorporated into the Credit Agreement as amended by this 
Second Amendment.

2.	Definitions.   The following definition contained in Section 1.2 of the 
Loan Agreement is hereby amended in its entirety to read as follows:

"Audit Fee" means an amount, effective as of May 1, 1998, equal to Six 
Thousand and 00/100 Dollars ($6,000.00) per annum, payable monthly in 
arrears to the Agent for the sole benefit of Provident together with all 
reasonable incidental out of pocket expenses associated with or incurred 
by Agent in connection with the audits contemplated by Section 6.1(f).

3.	Financial Covenants. Sections 7.1, 7.2, 7.3, 7.4, 7.5 and 7.6  of the 
Credit Agreement are hereby amended in their entirety to read as set forth 
in Exhibit 7A to this Second Amendment.

4.	Waiver of Certain Covenants. 	(b)	Borrower has requested that the Lender 
waive the application of Sections 7.1 and 7.2 of the Credit Agreement as 
they relate to the Reference Period ending closest to January 31, 1998.  
The Lender hereby consents to such waiver of the application of Sections 
7.1 and 7.2 of the Credit Agreement as they relate to the Reference Period 
ending closest to January 31, 1998; provided, however, that the foregoing 
waiver is conditioned upon EBITDA for the period ending closest to J
n the final audited financial statements, being at least $4,164,000.

5.	Reaffirmation of Covenants, Warranties and Representations.  Borrower 
hereby agrees and covenants that all representations and warranties in the 
Credit Agreement, including without limitation all of those warranties and 
representations set forth in Article 5, are true and accurate as of the date 
hereof.  Borrower further reaffirms all covenants in the Credit Agreement, 
and reaffirm each of the affirmative covenants set forth in Article 6 and 
financial covenants set forth in Article 7 and negative covenan
of, as if fully set forth herein, except to the extent modified by this 
Second Amendment.

6.	Conditions Precedent to Closing of Second Amendment.  On or prior to the 
closing of the Second Amendment (hereinafter the "Second Amendment Closing 
Date"), each of the following conditions precedent shall have been satisfied:

(a)	Documents.   Each of the documents to be executed and delivered at the 
Second Amendment Closing and all other certificates, documents and 
instruments to be executed in connection herewith shall have been duly and 
properly authorized, executed and delivered by Borrower and shall be in full 
force and effect on and as of the Second Amendment Closing Date.  

(b)	Legality of Transactions.  No change in applicable law shall have 
occurred as a consequence of which it shall have become and continue to be 
unlawful (i) for Agent and each Lender to perform any of its agreements or 
obligations under any of the Loan Documents, or (ii) for Borrower to perform 
any of its agreements or obligations under any of the Loan Documents.

(c)	Performance, Etc.  Except as set forth herein, Borrower shall have duly 
and properly performed, complied with and observed each of its covenants, 
agreements and obligations contained in each of the Loan Documents.  Except 
as set forth herein, no event shall have occurred on or prior to the Second 
Amendment Closing Date, and no condition shall exist on the Second Amendment 
Closing Date, which constitutes a Default or an Event of Default.  

(d)	Amendments to Warrants. Successories, Inc. shall have issued to Agent 
amendments to the four existing Warrants issued to Provident Financial 
Group, Inc. amending the Purchase Price to $5.85 per share and extending 
the expiration date of each Warrant by one year.

(e)	Proceedings and Documents.  All corporate, governmental and other 
proceedings in connection with the transactions contemplated on the Second 
Amendment Closing Date, each of the other Loan Documents and all instruments 
and documents incidental thereto shall be in form and substance reasonably 
satisfactory to Provident.

(f)	Changes; None Adverse.  Since the date of the most recent balance sheets 
of Borrower delivered to Provident, no changes shall have occurred in the 
assets, liabilities, financial condition, business, operations or prospects 
of Borrower which, individually or in the aggregate, are material to Borrower,
 and Provident shall have completed such review of the status of all current 
and pending legal issues as Agent shall deem necessary or appropriate.

7.	Miscellaneous.	(a)	Borrower shall reimburse Agent for all fees and 
disbursements of legal counsel to Agent which shall have been incurred by 
Agent in connection with the preparation, negotiation, review, execution and 
delivery of this Second Amendment and the handling of any other matters 
incidental hereto.

(b)	All of the terms, conditions and provisions of the Agreement not 
herein modified shall remain in full force and effect.  In the event a term, 
condition or provision of the Agreement conflicts with a term, condition or 
provision of this Second Amendment, the latter shall govern.

(c)	This Second Amendment shall be governed by and shall be construed and 
interpreted in accordance with the laws of the State of Ohio.

(d)	This Second Amendment shall be binding upon and shall inure to the 
benefit of the parties hereto and their respective heirs, successors and 
assigns.

(e)	This Second Amendment may be executed in several counterparts, each of 
which shall constitute an original, but all which together shall constitute 
one and the same agreement.


  IN WITNESS WHEREOF, this Second Amendment has been duly executed and 
delivered by or on behalf of each of the parties as of the day and in the 
year first above written.

BORROWERS:

SUCCESSORIES, INC. 


By: 	
Name: 	
Title: 	

CELEBRATING EXCELLENCE, INC.,
an Illinois corporation


By: 	
Name: 	
Title: 	

SUCCESSORIES OF ILLINOIS, INC.
an Illinois corporation


By: 	
Name: 	
Title: 	


CELEX SUCCESSORIES, INC.,
a Canadian corporation


By: 	
Name: 	

Title: 	


BRITISH LINKS ACQUISITION CORP., 
an Illinois corporation


By: 	
Name: 	
Title: 	


B.L.G.C., INC., 
a Texas corporation

By: 	
Name: 	
Title: 	


LENDERS:

THE PROVIDENT BANK


By:  	
Name: Nick Jevic
Title:    Vice President



AGENT:

THE PROVIDENT BANK,
as Agent


By:  		
Name: Nick Jevic
Title:    Vice President




                                 EXHIBIT 7A
                    TO SECOND AMENDMENT TO CREDIT AGREEMENT


                                  ARTICLE 7

                            FINANCIAL COVENANTS


Section 7.1 EBITDA.  Borrowers shall not permit its EBITDA for the Reference
 Period ending on each Computation Date set forth below to be less than the 
dollar amount set forth below opposite such date:


          Computation Date                Consolidated
             Closest to                     EBITDA

         January 31, 1998                 $4,164,000
         April 30, 1998                   $4,000,000
         July 31, 1998                    $4,200,000
         October 31, 1998                 $4,500,000
         January 31, 1999                 $5,300,000
         April 30, 1999                   $5,400,000
         July 31, 1999                    $5,500,000
         October 31, 1999                 $5,700,000
         January 31, 2000                 $6,200,000
         April 30, 2000                   $6,300,000
         July 31, 2000                    $6,500,000
         October 31, 2000                 $6,800,000
         January 31, 2001                 $6,800,000


Section 7.2 Interest Coverage Ratio.  On each Computation Date,  Borrowers 
shall not permit the ratio of Consolidated EBITDA to Consolidated Cash 
Interest Expense to be less than the amount set forth below opposite such date.

           COMPUTATION DATE
              closest to                     RATIO

          January 31, 1998                 Not Applicable
     April 30, 1998, July 31, 1998,        
          October 31, 1998                   3.0 to 1.0
          January 31, 1999                   4.0 to 1.0
     April 30, 1999, July 31, 1999           4.5 to 1.0
     October 31, 1999 and each 
    Computation Date thereafter              5.0 to 1.0


Section 7.3 Fixed Charge Coverage.  Borrower shall not permit the 
Consolidated ratio of Cash Flow to Fixed Charges for the Reference Period 
ending on the dates set forth below to be 
less than the amount set forth opposite such date:


            COMPUTATION DATE
               closest to                       RATIO

    January 31, 1998, April 30, 1998,
    July 31, 1998, October 31, 1998, 
    January 31, 1999, April 30, 1999          1.25 to 1.0

          July 31, 1999 and 
    each Computation Date thereafter          1.5 to 1.0

Section 7.4	Minimum Net Worth.  Borrowers shall not permit their Consolidated 
Net Worth to be less than $12,000,000.00.

Section 7.5 Debt to EBITDA.  As of each Computation Date, the Consolidated 
ratio of Indebtedness for Borrowed Money outstanding as of such date to 
EBITDA for the Reference Periods ending on the Computation Dates closest to 
October 31, 1997, January 31, 1998, April 30, 1998, July 31, 1998 and 
October 31, 1998 shall not exceed 3.5 to 1.0 and for the Reference Periods 
ending on each Computation Date thereafter to exceed 3.0 to 1.0.

Section 7.6	Limitation on Capital Expenditures.  Borrowers shall not make or 
incur any Capital Expenditures in the aggregate during any of the periods 
set forth below in excess of the maximum amount set forth below for such 
period:



              PERIOD                         CAPITAL EXPENDITURES

      February 4, 1997 through 
         January 31, 1998                         $4,600,000
      February 1, 1998 through 
         January 31, 1999                         $2,000,000

      Each fiscal year thereafter                 $1,000,000

To the extent actual Capital Expenditures for any such period, other than 
the fiscal year ending closest to January 31, 1999, shall be less than the 
maximum amount set forth above for such period, the difference, up to 20% of 
the original covenanted amount for such period, shall be available for excess
 Capital Expenditures in the next immediately succeeding period only (to be 
applied as though such carryover amount were the last dollar spent in such 
succeeding period).

If any Borrower enters into a Capital Lease with respect to fixed assets, 
for purposes of calculating Capital Expenditures under this Section, the 
aggregate amount of all payments due for the entire term of such Capital 
Lease (excluding, however, the interest portion of capitalized lease 
payments or the interest portion of any other permitted Indebtedness) 
shall be considered expended in full on the date that such Borrower 
enters into such Capital Lease.