THIRD AMENDMENT TO
                           CREDIT AGREEMENT


	    THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment") 
dated as of September 1, 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 the "Borrowers" and 
each of which individually is a "Borrower"), THE PROVIDENT BANK, as 
Agent, 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, and a Second Amendment dated as 
of May 14, 1998 (the "Credit Agreement"); and

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

    	WHEREAS, Borrowers, 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 Third Amendment.

    	2.	Definitions.   The following definitions contained in 
Section 1.2 of the Credit Agreement are hereby amended as follows:

      		(a)	The definition of "EBITDA" shall be amended in its 
entirety to read as follows:

     "EBITDA" for any period shall mean, without duplication (i) Net 
     Income; plus (ii) for such period any interest Expense deducted in 
     the determination of Net Income; plus (iii) any income and franchise 
     taxes deducted in the determination of Net Income; plus (iv) 
     amortization and depreciation deducted in determining Net Income for 
     such period; plus (v) extraordinary losses and losses on sales of 
     assets (other than sales of inventory in the ordinary course of 
     business); minus (vi) the sum for such period of interest income, 
     extraordinary gains and gains from sales of assets (other than sales 
     of inventory in the ordinary course of business).



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        (b)	The definition of "Indebtedness" shall be amended 
by the addition of the following subparagraph (f) to the end of the 
existing definition:

       "(f)  any sum or thing of value, no matter what the form, paid or 
        given by Borrowers as consideration in connection with the issuance 
        of Indebtedness, which could be characterized as original issue 
        discount in accordance with GAAP, shall be included within the term 
        'Indebtedness' hereunder regardless of how Borrowers may 
        characterize such consideration on their financial statements."

    	3.	Waiver of Certain Covenants.  The Lenders hereby agree 
to waive (a) the application of Sections 7.1, 7.3 and 7.5 of the 
Credit Agreement as they relate to the Reference Period ending 
closest to July 31, 1998 and October 31, 1998, and (b) the 
application of Section 7.2 of the Credit Agreement as it relates to 
the Reference Period ending closest to July 31, 1998; provided, 
however, that the foregoing waivers are conditioned upon (a) EBITDA 
for the Reference Period ending closest to July 31, 1998 being at 
least One Million Three Hundred Forty-One Thousand and 00/100 
Dollars ($1,341,000.00); and (b) EBITDA for the quarter ending on 
the Computation Date ending closest to October 31, 1998 being at 
least One Million Six Hundred Thousand and 00/100 Dollars 
($1,600,000.00); provided, however, when calculating EBITDA for such 
quarter, Borrower shall be allowed a credit against expenses in an 
amount not to exceed the lesser of (i) $400,000 and (ii) the amount 
of any payment, if any, made by Borrower to James M. Beltrame, the 
former President and Chief Executive Office of Borrower, to settle 
any claims which may exist between them.

    	4.	Reaffirmation of Covenants, Warranties and 
Representations.  Borrowers hereby agree and covenant that all 
representations and warranties set forth in the Credit Agreement 
including, without limitation, all of those representations and 
warranties set forth in Article 5 thereof, are true and accurate as 
of the date hereof.  Borrowers further reaffirm all covenants set 
forth in the Credit Agreement, and reaffirm each of the affirmative 
covenants set forth in Article 6, all financial covenants set forth 
in Article 7, and all negative covenants set forth in Article 8 
thereof, as if fully set forth herein, except to the extent modified 
by this Third Amendment.

    	5.	Conditions Precedent to Closing of Third Amendment.  On 
or prior to the closing of this Third Amendment (hereinafter the 
"Third 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 Third 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 Borrowers and shall be in full force and effect on and 
as of the Third Amendment Closing Date.

<PAGE>

     		(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 their agreements or obligations under any 
of the Loan Documents, or (ii) for Borrowers to perform any of their 
agreements or obligations under any of the Loan Documents.

     		(c)	Performance.   Except as set forth herein, 
Borrowers shall have duly and properly performed, complied with and 
observed each of their 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 Third 
Amendment Closing Date, and no condition shall exist on the Third 
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 
Three and 00/100 Dollars ($3.00) per share and extending the 
expiration date of each Warrant by one (1) year.

     		(e)	Proceedings and Documents.   All corporate, 
governmental and other proceedings in connection with the 
transactions contemplated on the Third 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 Agent.

     		(f)	No changes.   Since the date of the most recent 
balance sheets of Borrowers delivered to Agent, no changes shall 
have occurred in the assets, liabilities, financial condition, 
business, operations or prospects of Borrowers which, individually 
or in the aggregate, are material to Borrowers, and Agent shall have 
completed such review of the status of all current and pending legal 
issues as Agent shall deem necessary or appropriate.

    	6.	Miscellaneous.

      		(a)	Borrowers 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 Third Amendment and the 
handling of any other matters incidental hereto.

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

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

<PAGE>

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

      		(e)	this Third 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.


     Remainder of page intentionally left blank.  Signature pages follow.

<PAGE>

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


BORROWERS:

SUCCESSORIES, INC., an Illinois corporation


By:  	/s/ Arnold M. Anderson
Name:     Arnold M. Anderson
Title:    Chairman and Chief Executive Officer



CELEBRATING EXCELLENCE, INC., an Illinois corporation


By:  	/s/ Arnold M. Anderson
Name:     Arnold M. Anderson
Title:    Chairman and Chief Executive Officer



SUCCESSORIES OF ILLINOIS, INC., an Illinois corporation


By:  	/s/ Arnold M. Anderson
Name:     Arnold M. Anderson
Title:    Chairman and Chief Executive Officer



CELEX SUCCESSORIES, INC., a Canadian corporation


By:  	/s/ Arnold M. Anderson
Name:     Arnold M. Anderson
Title:    Chairman and Chief Executive Officer


<PAGE>

BRITISH LINKS ACQUISITION CORP., an Illinois corporation


By:  	/s/ Arnold M. Anderson
Name:     Arnold M. Anderson
Title:    Chairman and Chief Executive Officer



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


By:  	/s/Arnold M. Anderson
Name:    Arnold M. Anderson
Title:   Chairman and Chief Executive Officer



AGENT:

THE PROVIDENT BANK, as Agent, an Ohio banking corporation


By:  	/s/ Nick Jevic
Name:     Nick Jevic
Title:    Vice President


LENDERS:

THE PROVIDENT BANK, an Ohio banking corporation


By:  	/s/ Nick Jevic
Name:     Nick Jevic
Title:    Vice President




<PAGE>

Second Amendment to Warrant Certificate No. 1             Warrants 
for 75,000 Shares

Original Issue Date:  June 20, 1997


                               SECOND AMENDMENT TO

                         WARRANT TO PURCHASE COMMON STOCK

                                       OF

                               SUCCESSORIES, INC.


	This certifies that the Warrant to Purchase Common Stock No. 
1, issued to PROVIDENT FINANCIAL GROUP, INC., an Ohio corporation, 
or its registered assigns ("Holder"), on June 20, 1997 is hereby 
amended as follows:

         1.	From and after the date hereof, the purchase price shall be
            Three and 00/100 Dollars ($3.00) per share of Common Stock (the 
            "Purchase Price").

         2. For purposes of this Warrant, the following capitalized 
            term shall have the meaning set forth below:


               "Warrant Period" shall mean the period commencing
               on June 20, 1997 and ending on June 20, 2003.


September 1, 1998    SUCCESSORIES, INC.



                     By:  /s/  Arnold M. Anderson
                     Name:     Arnold M. Anderson
                     Title:    Chairman and Chief Executive Officer

<PAGE>

Second Amendment to Warrant Certificate No. 2             Warrants 
for 50,000 Shares

Original Issue Date:  June 20, 1997


                            SECOND AMENDMENT TO

                     WARRANT TO PURCHASE COMMON STOCK

                                    OF

                            SUCCESSORIES, INC.


	This certifies that the Warrant to Purchase Common Stock No. 
2, issued to PROVIDENT FINANCIAL GROUP, INC., an Ohio corporation, 
or its registered assigns ("Holder"), on June 20, 1997 is hereby 
amended as follows:

        1. From and after the date hereof, the purchase price shall be 
           Three and 00/100 Dollars ($3.00) per share of Common Stock (the 
           "Purchase Price").

        2. For purposes of this Warrant, the following capitalized 
           term shall have the meaning set forth below:

                 "Warrant Period" shall mean the period commencing
                 on June 20, 1997 and ending on June 20, 2003.


September 1, 1998    SUCCESSORIES, INC.



                     By:   /s/ Arnold M. Anderson
                     Name:  Arnold M. Anderson
                     Title:  Chairman and Chief Executive Officer


<PAGE>

Second Amendment to Warrant Certificate No. 3             Warrants 
for 25,000 Shares

Original Issue Date:  June 20, 1997


                            SECOND AMENDMENT TO

                       WARRANT TO PURCHASE COMMON STOCK

                                    OF

                            SUCCESSORIES, INC.


	This certifies that the Warrant to Purchase Common Stock No. 
3, issued to PROVIDENT FINANCIAL GROUP, INC., an Ohio corporation, 
or its registered assigns ("Holder"), on June 20, 1997 is hereby 
amended as follows:

      	1.	From and after the date hereof, the purchase price shall 
be Three and 00/100 Dollars ($3.00) per share of Common Stock (the 
"Purchase Price").

      	2.	For purposes of this Warrant, the following capitalized 
term shall have the meaning set forth below:

            		"Warrant Period" shall mean the period commencing
		            on June 20, 1997 and ending on June 20, 2003.


September 1, 1998   SUCCESSORIES, INC.



                    By:    /s/ Arnold M. Anderson
                    Name:   Arnold M. Anderson
                    Title:  Chairman and Chief Executive Officer




<PAGE>


Second Amendment to Warrant Certificate No. 4             Warrants 
for 72,464 Shares

Original Issue Date:  July 16, 1997


                               SECOND AMENDMENT TO

                         WARRANT TO PURCHASE COMMON STOCK

                                        OF

                                 SUCCESSORIES, INC.


	This certifies that the Warrant to Purchase Common Stock No. 
4, issued to PROVIDENT FINANCIAL GROUP, INC., an Ohio corporation, 
or its registered assigns ("Holder"), on July 16, 1997 is hereby 
amended as follows:

      	1.	From and after the date hereof, the purchase price shall 
be Three and 00/100 Dollars ($3.00) per share of Common Stock (the 
"Purchase Price").

      	2.	For purposes of this Warrant, the following capitalized 
term shall have the meaning set forth below:

           		"Warrant Period" shall mean the period commencing
		           on July 16, 1997 and ending on July 16, 2005.


September 1, 1998    SUCCESSORIES, INC.



                     By:  /s/ Arnold M. Anderson
                     Name:  Arnold M. Anderson
                     Title:  Chairman and Chief Executive Officer