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                                                                EXHIBIT 10.53

                                 FIRST AMENDMENT
                                       TO
                                     WARRANT

         THIS FIRST AMENDMENT TO WARRANT ("Amendment") is entered into as of
June 29, 1998 between HA-LO INDUSTRIES, INC., an Illinois corporation (the
"Corporation"), and Montgomery Ward & Co. Incorporated, an Illinois corporation
(the "Holder").

                                    RECITALS

         A. Pursuant to that certain Warrant, dated January 10, 1996 (the
"Warrant"), the Corporation granted to the Holder the right to purchase 172,971
shares of the Corporation's Common Stock, no par value (the "Common Stock"), on
specified terms and conditions.

         B. Pursuant to the adjustment provisions of the Warrant, but subject to
the vesting provisions of the Warrant, the Warrant is currently exercisable for
an aggregate of 324,157 shares of Common Stock at a Warrant Price (as such term
is defined in the Warrant) of $13.34.

         C. The Corporation and the Holder desire to amend the Warrant in
certain respects as set forth in this Amendment.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

         1. AMENDMENT. Effective as of the date hereof, the Warrant is hereby
amended by deleting all references to "$15,000,000" in Sections 1.2(a) and
1.2(b) of the Warrant and substituting "$8,000,000" in lieu thereof.

         2. REFERENCES TO AND EFFECT ON WARRANT.

                  (a)      On and after the date hereof, each reference in the
                           Warrant to "this Warrant", "hereunder", "hereof",
                           "herein" or words of similar import shall mean and
                           shall be a reference to the Warrant as amended
                           hereby.

                  (b)      Except as specifically set forth in this Amendment,
                           the Warrant shall remain in full force and effect and
                           is hereby ratified and confirmed.

         3. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

         4. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.


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         5. ENTIRE AGREEMENT. This Amendment, together with the Warrant,
constitute the entire agreement of the parties and supersedes all prior
agreements and understandings, written or oral, relating to the subject matter
hereof.

         IN WITNESS WHEREOF, the parties have accepted and executed this
Amendment on and as of the date set forth above.


                               HA-LO INDUSTRIES, INC.


                               By:
                                  ------------------------------------
                               Its:
                                   -----------------------------------


                               MONTGOMERY WARD & CO. INCORPORATED


                               By:
                                  ------------------------------------
                               Its:
                                   -----------------------------------


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