<PAGE>

                                                              EXHIBIT 10.50

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SHARES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT IS ISSUED PURSUANT TO THE TERMS OF A STOCK PURCHASE AGREEMENT,
DATED AS OF JANUARY 11, 1995, AS AMENDED, BETWEEN HA-LO INDUSTRIES, INC. AND
MERCHANT PARTNERS, L.P. (THE "STOCK PURCHASE AGREEMENT"), A COPY OF WHICH IS
MAINTAINED AT THE OFFICES OF HA-LO INDUSTRIES, INC.

                                     WARRANT

                   To Subscribe for and Purchase (2) Shares of
                                 Common Stock of
                             HA-LO Industries, Inc.

         THIS CERTIFIES THAT, for value received, (1) or registered assigns is
entitled to subscribe for and purchase from HA-LO INDUSTRIES, INC. (the
"Corporation"), a corporation organized and existing under the laws of the State
of Illinois, at the price of $6.67 per share (subject to adjustment as noted
below) (2) (subject to adjustment as noted below) fully paid and nonassessable
shares of the Corporation's Common Stock, no par value (the "Common Stock") at
the times and in the manner set forth below until 5:00 p.m., Chicago time, on
January 11, 2005 (the "Expiration Date").

         This Warrant is subject to the following provisions, terms and
conditions:

         1. EXERCISE; VESTING; ACCELERATION.

                  1.1 EXERCISE OF THIS WARRANT. Subject to the terms and
conditions hereof, the holder of this Warrant shall have the right to purchase,
in whole or in part, up to (2) shares of Common Stock, by the surrender of this
Warrant (accompanied by a duly executed Election to Purchase) at the principal
office of the Corporation in Niles, Illinois (or such other office or agency of
the Corporation as the Corporation may designate by notice in writing to the
holder hereof at the address of such holder appearing on the books of the
Corporation), at any time or from time to time prior to the Expiration Date and
upon payment to the Corporation of the purchase price for such shares by
certified check or cashier's check or wire transfer. The Corporation agrees that
the shares so purchased shall be deemed to be issued to the holder hereof as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for


<PAGE>



such shares as aforesaid. Certificates for the shares of Common Stock so
purchased shall be delivered to the holder hereof as promptly as practicable
after the rights represented by this Warrant shall have been so exercised, and a
new warrant (in the same form as this Warrant, subject to such changes as may be
approved by the holder of this Warrant and the Corporation) representing the
number of shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be delivered to the holder hereof as promptly as
practicable. This Warrant shall expire and no longer be exercisable after the
Expiration Date to the extent to which this Warrant shall not have been
exercised on or prior to the Expiration Date.

                  1.2 VESTING. Notwithstanding Paragraph 1.1, and subject to the
remainder of this Section 1.2, the right of the holder of this Warrant to
purchase up to (2) shares of Common Stock shall vest in the following manner:

<TABLE>
<CAPTION>
           Number of Shares                            Vesting Date
           ----------------                            ------------
<S>                                                    <C>

           one-sixth of (2)                            January 11, 1995
           one-sixth of (2)                            December 27, 1995
           one-sixth of (2)                            January 11, 1996
           one-sixth of (2)                            January 11, 1997
           one-sixth of (2)                            January 11, 1998
           one-sixth of (2)                            January 11, 1999
           ----------------
                 (2)
</TABLE>


           , and the holder of this Warrant may only exercise such right as to
           shares that have vested. Notwithstanding anything to the contrary
           contained herein:

                  (a)      This Warrant and all rights of the holder of this
                           Warrant to exercise this Warrant shall immediately
                           and automatically terminate, without the necessity of
                           any action or notice whatsoever, upon the termination
                           or expiration of that certain Exclusive Premium
                           Purchasing Agreement dated January 11, 1995 between
                           the Corporation and Montgomery Ward & Co.,
                           Incorporated (an affiliate of Merchant Partners,
                           L.P.) (the "Purchasing Agreement"), unless (i) such
                           termination is the result of the Corporation
                           exercising its right to terminate the Purchasing
                           Agreement early pursuant to Section 1.2(B)(2) thereof
                           or is the result of Montgomery Ward & Co.,
                           Incorporated exercising its right to terminate the
                           Purchasing Agreement early pursuant to Section 1.2(C)
                           thereof, in either event the vesting of the right to
                           purchase shares of

                                       -2-

<PAGE>



                           Common Stock pursuant to this Warrant shall
                           accelerate, and this Warrant shall become fully
                           exercisable for all shares of Common Stock not
                           previously purchased by exercise; or (ii) such
                           termination is the result of Montgomery Ward & Co.,
                           Incorporated exercising its right to terminate the
                           Purchasing Agreement early pursuant to Section 1.2(B)
                           thereof, in which event this Warrant shall vest with
                           respect to the shares of Common Stock that would
                           otherwise vest on the next succeeding vesting date
                           and the holder of this Warrant will be entitled to
                           exercise this Warrant as to the number of shares of
                           Common Stock that it otherwise would have been
                           entitled to exercise on such next succeeding vesting
                           date but only if during the period commencing on
                           January 1 of the year in which such termination
                           occurs and ending on the date of such termination,
                           purchases of Premium Products (as defined in the
                           Purchasing Agreement) by the MW Buying Group (as
                           defined in the Purchasing Agreement) under the
                           Purchasing Agreement equal or exceed $15,000,000
                           (inclusive of Premium Products purchased by the MW
                           Buying Group from other vendors in the manner
                           contemplated by Sections 4.(B) and 6 of the
                           Purchasing Agreement but exclusive of the amount of
                           Premium Product purchases, if any, attributed to the
                           immediately preceding calendar year as permitted
                           pursuant to Section 1.2(b) below) calculated on the
                           basis of the dates of invoices for such Premium
                           Products; and

                  (b)      If during any calendar year beginning with 1995
                           purchases of Premium Products (as defined in the
                           Purchasing Agreement) by the MW Buying Group (as
                           defined in the Purchasing Agreement) under the
                           Purchasing Agreement are less than $15,000,000
                           (inclusive of premium products purchased by the MW
                           Buying Group from other vendors in the manner
                           contemplated by Sections 4.(B) and 6 of the
                           Purchasing Agreement) calculated on the basis of the
                           dates of invoices for such Premium Products, then
                           this Warrant shall not vest with respect to the
                           shares of Common Stock that would otherwise vest on
                           the next succeeding vesting date and the holder of
                           this Warrant will not be entitled to exercise this
                           Warrant as to the number of shares of Common Stock
                           that it

                                       -3-

<PAGE>



                           otherwise would have been entitled to exercise on
                           such next succeeding vesting date until January 11,
                           2004; provided, however, that solely for purposes of
                           calendar year 1995, the MW Buying Group shall be
                           deemed to have purchased at least $15,000,000 of
                           Premium Products during such year if the MW Buying
                           Group purchased at least $12,500,000 of Premium
                           Products during the ten-month period from March 1,
                           1995 through December 31, 1995; and further provided
                           that the holder of this Warrant may, at its option,
                           attribute the Premium Products purchased by the MW
                           Buying Group during the month of January of any
                           calendar year to the Premium Product purchases for
                           the immediately preceding calendar year for purposes
                           of attaining said $15,000,000 (or $12,500,000) in
                           Premium Product purchases, in which event the amount
                           of Premium Product purchases so attributed to the
                           immediately preceding calendar year may not be used
                           again in connection with the calculation of Premium
                           Product purchases for the then current calendar year.

                  1.3 ACCELERATION. The vesting of the right to purchase shares
of Common Stock pursuant to this Warrant shall accelerate, and this Warrant
shall become fully exercisable for all shares of Common Stock not previously
purchased by exercise, upon the occurrence of any of the following events:

                  (a)      The termination of the Purchasing Agreement by
                           Montgomery Ward & Co., Incorporated pursuant to
                           Section 1.2(C) thereof; or

                  (b)      Lou Weisbach ceasing to be the chief executive
                           officer of the Corporation (other than as a result of
                           his death or disability); or

                  (c)      The dissolution or liquidation of the Corporation,
                           except if such dissolution or liquidation is part of
                           a reorganization, reclassification, consolidation,
                           merger or sale covered by Paragraph 3.6.

         2. STOCK ISSUED.

                  2.1 STOCK TO BE RESERVED. The Corporation will at all times
reserve and keep available out of its authorized but unissued Common Stock,
solely for the purpose of issue upon exercise of this Warrant, such number of
shares of Common Stock as shall be issuable upon exercise of this Warrant. The
Corporation covenants that all

                                       -4-

<PAGE>



shares which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

                  2.2 RESTRICTIONS ON TRANSFER. Subject to the continued
accuracy of the representations made in Section 6 of the Stock Purchase
Agreement as to the holder hereof, the Corporation will take all such action as
may be reasonable to assure that all such shares of Common Stock issuable
pursuant to this Warrant may be so issued without violation of any applicable
law or regulation, or of any requirements of any securities exchange upon which
the Common Stock of the Corporation may be listed.

         3. WARRANT PRICE; PROTECTION AGAINST DILUTION.

                  3.1 INITIAL WARRANT PRICE. The initial purchase price of $6.67
per share (the "Warrant Price") and the number of shares of Common Stock
issuable pursuant to this Warrant shall be subject to adjustment from time to
time as hereinafter provided.

                  3.2 ADJUSTMENT OF THE WARRANT PRICE AND NUMBER OF SHARES.

                           3.2.1 Except as provided in Paragraph 3.5, if and
whenever the Corporation shall issue or sell any shares of its Common Stock for
a consideration per share less than the Warrant Price on the date of such issue
or sale, then forthwith upon such issue or sale, the Warrant Price shall be
reduced to the price (calculated to the nearest cent) determined by multiplying
the Warrant Price in effect immediately prior to the time of such issuance or
sale by a fraction, the numerator of which shall be the sum of (A) the number of
shares of Common Stock outstanding immediately prior to such issue or sale
multiplied by the Warrant Price immediately prior to such issue or sale, plus
(B) the consideration, if any, received by the Corporation upon such issue or
sale, and the denominator of which shall be the product of (C) the total number
of shares of Common Stock outstanding immediately after such issue or sale,
multiplied by (D) the Warrant Price immediately prior to such issue or sale.


                           3.2.2 Except as provided in Paragraph 3.5, if and
whenever the Corporation shall issue or sell any shares of its Common Stock for
a consideration per share less than the Market Price on the date of such issue
or sale, then forthwith upon such issue or sale, the Warrant Price shall be
reduced to the price (calculated to the nearest cent) determined by multiplying
the Warrant Price in effect immediately prior to the time of such issuance or
sale by a fraction, the numerator of which shall be the sum of (A) the number of
shares of Common Stock outstanding immediately prior to such issue or sale
multiplied by the Market

                                       -5-

<PAGE>



Price immediately prior to such issue or sale, plus (B) the consideration, if
any, received by the Corporation upon such issue or sale, and the denominator of
which shall be the product of (C) the total number of shares of Common Stock
outstanding immediately after such issue or sale, multiplied by (D) the Market
Price immediately prior to such issue or sale. For purposes hereof, the Market
Price of a share of Common Stock shall mean the average of the closing prices of
the Common Stock for sales on all securities exchanges on which the Common Stock
may at the time be listed, or, if there shall have been no sales on any such
exchange on any such date, the average of the closing bid and asked prices on
such date, or, if the Common Stock shall not be so listed, the average of the
closing bid and asked prices on such date in the over-the-counter market as
furnished by the NASDAQ System, or any similar successor organization, in each
case averaged over a period of 30 consecutive business days prior to the date as
of which Market Price is being determined. If at any time the Common Stock is
not listed on any securities exchange or quoted in the over-the-counter market,
the Market Price shall be deemed to be the fair value thereof determined in good
faith by the Board of Directors of the Corporation as of a date which is within
15 days of the date as of which the determination is to be made; provided,
however, that if the holder of this Warrant disputes such determination of
Market Value within 15 days of its receipt of notice of such determination, then
the determination of Market Price shall be made by a nationally recognized
appraiser or investment banking firm mutually agreeable to the Corporation and
the holder of this Warrant, with the costs of such determination being shared
equally by the Corporation and the holder of this Warrant.


                           3.2.3 No adjustment of the Warrant Price however
shall be made in any amount less than one percent (1%) of the then applicable
Warrant Price, but any such lesser adjustment shall be carried forward and shall
be made at the time of and together with the next subsequent adjustment which
together with any adjustments so carried forward shall amount to one percent
(1%) or more of the then applicable Warrant Price.

                           3.2.4 Upon each adjustment of the Warrant Price
as provided in this Section 3, the holder of this Warrant shall thereafter be
entitled to purchase, at the Warrant Price resulting from such adjustment, the
number of shares obtained by multiplying the Warrant Price in effect immediately
prior to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof by the
Warrant Price resulting from such adjustment.

                  3.3 DETERMINATION OF WARRANT PRICE ADJUSTMENT.

                           3.3.1 ISSUANCE OF RIGHTS, OPTIONS OR WARRANTS. In
case at any time the Corporation shall in any manner grant

                                       -6-

<PAGE>



(whether directly or by assumption in a merger or otherwise) any rights to
subscribe for or to purchase, or any options or warrants for the purchase of,
Common Stock or any stock or securities convertible into or exchangeable for
Common Stock (such rights or options or warrants being herein called "Options"
and such convertible or exchangeable stock or securities being herein called
"Convertible Securities"), whether or not such Options or the right to convert
or exchange any such Convertible Securities are immediately exercisable, and the
price per share for which Common Stock is issuable upon the exercise of such
Options or upon conversion or exchange of such Convertible Securities
(determined by dividing (i) the total amount, if any, received or receivable by
the Corporation as consideration for the granting of such Options, plus the
minimum aggregate amount of additional consideration payable to the Corporation
upon the exercise of all such Options, plus, in the case of such Options which
relate to Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such Convertible
Securities and upon the conversion or exchange thereof, by (ii) the total
maximum number of shares of Common Stock issuable upon the exercise of such
Options or upon the conversion or exchange of all such Convertible Securities
issuable upon the exercise of such Options) shall be less than the Warrant Price
or Market Price, determined as of the date of granting such Options, then the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options shall be
deemed to have been issued for such price per share as of the date of granting
of such Options and thereafter shall be deemed to be outstanding. Except as
otherwise provided in Paragraph 3.3.3, no adjustment of the Warrant Price shall
be made upon the actual issue of such Common Stock or of such Convertible
Securities upon exercise of such Options or upon the actual issue of such Common
Stock upon conversion or exchange of such Convertible Securities.

                           3.3.2 ISSUANCE OF CONVERTIBLE SECURITIES. In case the
Corporation shall in any manner issue (whether directly or by assumption in a
merger or otherwise) or sell any Convertible Securities, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange (determined by dividing (i) the total amount received or receivable by
the Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (ii)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities) shall be less than the Warrant
Price or Market Price, determined as of the date of such issue or sale of such
Convertible Securities, then the total maximum number of shares of Common Stock
issuable upon conversion

                                       -7-

<PAGE>



or exchange of all such Convertible Securities shall be deemed to have been
issued for such price per share as of the date of the issue or sale of such
Convertible Securities and thereafter shall be deemed to be outstanding,
provided that (a) except as otherwise provided in Paragraph 3.3.3 below, no
adjustment of the Warrant Price shall be made upon the actual issue of such
Common Stock upon conversion or exchange of such Convertible Securities and (b)
if any such issue or sale of such Convertible Securities is made upon exercise
of any Option to purchase any such Convertible Securities for which adjustments
of the Warrant Price have been or are to be made pursuant to other provisions of
Paragraph 3.3, no further adjustment of the Warrant Price shall be made by
reason of such issue or sale.

                           3.3.3 CHANGE IN OPTION PRICE OR CONVERSION RATE. Upon
the happening of any of the following events, namely, if the purchase price
provided for in or the number of shares covered by any Option referred to in
Paragraph 3.3.1, the additional consideration, if any, payable upon the
conversion or exchange of any Convertible Securities referred to in Paragraph
3.3.1 or 3.3.2, or the rate at which Convertible Securities referred to in
Paragraph 3.3.1 or 3.3.2, are convertible into or exchangeable for Common Stock
shall change at any time (other than under or by reason of provisions designed
to protect against dilution upon the occurrence of an event that also results in
the adjustment of the Warrant Price hereunder), the Warrant Price in effect at
the time of such event shall forthwith be readjusted to the Warrant Price which
would have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase price, number of
shares, additional consideration or conversion rate, as the case may be, at the
time initially granted, issued or sold; and on the expiration of any such Option
or the termination of any such right to convert or exchange such Convertible
Securities, the Warrant Price then in effect hereunder shall forthwith be
increased to the Warrant Price which would have been in effect at the time of
such expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been granted or issued, and the Common Stock issuable thereunder shall no longer
be deemed to be outstanding.

                           3.3.4 STOCK DIVIDENDS. In case the Corporation
shall declare a dividend or make any other distribution upon any stock of the
Corporation payable in shares of Common Stock, Options or Convertible
Securities, any shares of Common Stock, Options or Convertible Securities, as
the case may be, issuable in payment of such dividend or distribution shall be
deemed to have been issued or sold without consideration.

                           3.3.5 CONSIDERATION FOR STOCK, OPTIONS OR CONVERTIBLE
SECURITIES. In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for cash,

                                       -8-

<PAGE>



the consideration received therefor shall be deemed to be the amount received by
the Corporation therefor. In case any shares of Common Stock, Options or
Convertible Securities shall be issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by the
Corporation shall be deemed to be the fair value of such consideration as
determined in good faith by the Board of Directors of the Corporation. In case
any Options shall be issued in connection with the issue and sale of other
securities of the Corporation, together comprising one integral transaction in
which no specific consideration is allocated to such Options by the parties
thereto, such Options shall be deemed to have been issued without consideration.
In case any shares of Common Stock, Options or Convertible Securities shall be
issued in connection with any merger or consolidation in which the Corporation
is the surviving corporation, the amount of consideration therefor shall be
deemed to be the fair value as determined in good faith by the Board of
Directors of the Corporation of such portion of the assets and business of the
non-surviving corporation as such Board shall determine to be attributable to
such Common Stock, Options or Convertible Securities, as the case may be. In the
event of any consolidation or merger of the Corporation in which the Corporation
is not the surviving corporation or in the event of any sale of all or
substantially all of the assets of the Corporation for stock or other securities
of any corporation, the Corporation shall be deemed to have issued a number of
shares of its Common Stock for stock or securities of the other corporation
computed on the basis of the actual exchange ratio on which the transaction was
predicated and for a consideration equal to the fair market value on the date of
such transaction of such stock or securities of the other corporation; provided,
however, that the Warrant Price shall not be increased as a result of the
foregoing.

                           3.3.6 RECORD DATE. In case the Corporation shall take
a record of the holders of its Common Stock for the purpose of entitling them
(i) to receive a dividend or other distribution payable in Common Stock, Options
or Convertible Securities, or (ii) to subscribe for or purchase Common Stock,
Options or Convertible Securities, then such record date shall be deemed to be
the date of the issue or sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

                           3.3.7 TREASURY SHARES. The number of shares of Common
Stock outstanding at any given time shall not include shares owned or held by or
for the account of the Corporation, and the disposition of any such shares shall
be considered an issue or sale of Common Stock for the purposes of Paragraphs
3.2 and 3.3.


                                       -9-

<PAGE>



                           3.3.8 DETERMINATION OF MARKET PRICE UNDER CERTAIN
CIRCUMSTANCES. Anything herein to the contrary notwithstanding, in case the
Corporation shall issue shares of Common Stock, Options or Convertible
Securities in connection with the acquisition by the Corporation, or any
subsidiary of the Corporation, of the stock or assets of any other corporation
or the merger of any other corporation into the Corporation, or any subsidiary
of the Corporation, the Market Price shall be determined as of the date the
number of shares of Common Stock, Options or Convertible Securities (or in the
case of Convertible Securities other than stock, the aggregate principal amount
of Convertible Securities) was determined (as set forth in the binding agreement
between the Corporation and the other party to the transaction) rather than on
the date of issuance of such shares of Common Stock, Options or Convertible
Securities.

                           3.3.9 PRIORITY OF ADJUSTMENT. In case an adjustment
of the Warrant Price will be required pursuant to both Paragraphs 3.2.1 and
3.2.2, the adjustment to be made shall be made only pursuant to one of such
Paragraphs, whichever would result in the lower Warrant Price.

                  3.4 SUBDIVISION OR COMBINATION OF STOCK. In case the
Corporation shall at any time subdivide its outstanding shares of Common Stock
into a greater number of shares, the Warrant Price in effect immediately prior
to such subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Common Stock of the Corporation shall be combined into
a smaller number of shares, the Warrant Price in effect immediately prior to
such combination shall be proportionately increased.

                  3.5 EXCEPTIONS TO ADJUSTMENT PROVISIONS. Notwithstanding
anything to the contrary contained in this Warrant, there shall be no adjustment
to the Warrant Price as a result of the occurrence of any of the following
events:

                           (a)      The issue or sale of any shares of Common
                                    Stock pursuant to options or warrants which
                                    were outstanding on the date hereof; or

                           (b)      The issue or sale of any shares of Common
                                    Stock pursuant to the Corporation's employee
                                    stock option, stock purchase or similar
                                    plans now or hereafter in effect; provided,
                                    however, that any such issue or sale of
                                    shares of Common Stock to Lou Weisbach or to
                                    any of his parents, spouse, descendants,
                                    siblings or spouses of siblings shall only
                                    be covered by this Subparagraph (b) if the
                                    shares of Common Stock issued or sold to
                                    such person is on the same basis as is made
                                    available to other employees of the
                                    Corporation.

                                      -10-

<PAGE>


                  3.6 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. If any capital reorganization or reclassification (other than a
reclassification constituting a subdivision or combination of its outstanding
shares of Common Stock) of the capital stock of the Corporation, or any
consolidation or merger of the Corporation with another corporation, or the sale
of all or substantially all of its assets to another corporation shall be
effected in such a way that holders of Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for Common Stock,
then, as a condition of such reorganization, reclassification, consolidation,
merger or sale, lawful and adequate provisions shall be made whereby the holder
hereof shall thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions specified in this Warrant and in lieu of the
shares of Common Stock of the Corporation immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby, such shares
of stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such stock immediately theretofore so purchasable and
receivable upon the exercise of the rights represented hereby had such
reorganization, reclassification, consolidation, merger or sale not taken place,
and in any such case appropriate provision shall be made with respect to the
rights and interests of the holder of this Warrant to the end that the
provisions hereof (including without limitation provisions for adjustments of
the Warrant Price and of the number of shares purchasable upon the exercise of
this Warrant) shall thereafter be applicable, as nearly as may be, in relation
to any shares of stock, securities or assets thereafter deliverable upon the
exercise hereof (including an immediate adjustment, by reason of such
consolidation or merger, of the Warrant Price to the value for the Common Stock
reflected by the terms of such consolidation or merger if the value so reflected
is less than the Warrant Price or Market Price in effect immediately prior to
such consolidation or merger). In the event of a merger or consolidation of the
Corporation as a result of which a greater or lesser number of shares of common
stock of the surviving corporation are issuable to holders of Common Stock of
the Corporation outstanding immediately prior to such merger or consolidation,
the Warrant Price in effect immediately prior to such merger or consolidation
shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Corporation. The
Corporation will not effect any such consolidation, merger or sale, unless prior
to the consummation thereof the successor corporation (if other than the
Corporation) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed and mailed or
delivered to the registered holder hereof at the last address of such holder
appearing on the books of the Corporation, the obligation to deliver to such
holder such shares of stock,

                                      -11-

<PAGE>



securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase.

                  3.7 ADJUSTMENT FOR CERTAIN SPECIAL DIVIDENDS. In the event the
Corporation shall declare a dividend upon the Common Stock payable otherwise
than out of earnings or profits or earned surplus determined in accordance with
generally accepted accounting principles (except in Common Stock or Convertible
Securities or Options to Purchase Common Stock or Convertible Securities), the
Warrant Price in effect immediately prior to the declaration of such dividend
shall be reduced (to the extent payable otherwise than out of earnings or
profits or earned surplus) by an amount equal, in the case of a dividend in
cash, to the amount thereof payable per share of Common Stock or, in the case of
any other dividend, to the fair value thereof per share of Common Stock as
determined in good faith by the Board of Directors of the Corporation (in both
cases assuming that this Warrant had been fully exercised with respect to the
shares of Common Stock covered hereby). Such reduction shall take effect as of
the date on which a record is taken for the purposes of such dividend or, if a
record is not taken, the date as of which the holders of Common Stock of record
entitled to such dividend are to be determined.

                  3.8 CERTIFICATE AS TO ADJUSTMENTS. In each case of an
adjustment under the provisions of this Paragraph 3 in the number or kind of
Common Stock (or such other security as may become issuable pursuant to the
provisions hereof) or in the Warrant Price as then in effect, the Corporation
shall compute such adjustment in accordance with the provisions set forth herein
and the Chief Financial Officer of the Company shall prepare a certificate
setting forth such adjustment and showing in detail the facts upon which such
adjustment is based, including a statement of the consideration received or to
be received by the Corporation for any additional Common Stock, Options or
Convertible Securities issued or sold or deemed to have been issued or sold and
of the number of shares of Common Stock, Options and Convertible Securities
outstanding or deemed to be outstanding. The Corporation will forthwith mail a
copy of each such certificate to the holder of this Warrant.

                  3.9 OTHER NOTICES. In case at any time:

                           (a)      the Corporation shall pay any cash dividend
                                    on its Common Stock at a rate in excess of
                                    the rate of the last cash dividend
                                    theretofore paid;

                           (b)      the Corporation shall declare any dividend
                                    payable in stock upon its Common Stock or
                                    make any special dividend or other
                                    distribution other than regular cash
                                    dividends to the holders of its Common
                                    Stock;

                                      -12-

<PAGE>




                           (c)      the Corporation shall offer for subscription
                                    pro rata to the holders of its Common Stock
                                    any additional shares of stock of any class
                                    or other rights;

                           (d)      there shall be any capital reorganization,
                                    or reclassification of the capital stock of
                                    the Corporation, or consolidation or merger
                                    of the Corporation with, or sale of all or
                                    substantially all of its assets to, another
                                    corporation; or

                           (e)      there shall be a voluntary or involuntary
                                    dissolution, liquidation or winding up of
                                    the Corporation;

then, in any one or more of said cases, the Corporation shall give written
notice, by first class mail, postage prepaid, addressed to the holder of this
Warrant at the address of such holder as shown on the books of the Corporation,
(a) at least seven days prior to the date on which a record shall be taken for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, and (b) in the case of any
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least 20 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.

                  3.10 CERTAIN EVENTS. If any event occurs as to which in the
opinion of the Board of Directors the other provisions of this Paragraph 3 are
not strictly applicable or if strictly applicable would not fairly protect the
purchase rights of the holder of this Warrant in accordance with the essential
intent and principles of such provisions, the Board of Directors shall make an
adjustment in the application of such provisions, in accordance with such
essential intent and principles, so as to protect such purchase rights as
aforesaid.

                  3.11 ISSUE TAX. The issuance of certificates for shares of
Common Stock upon exercise of the Warrant shall be made without charge to the
holder of this Warrant for any issuance tax in respect thereof, provided that
the Corporation shall not be

                                      -13-

<PAGE>



required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than that of the
holder of this Warrant.

                  3.12 NO FRACTIONAL SHARES. The Corporation shall not be
required to issue fractional shares of Common Stock and shall have the right
upon the exercise of this Warrant or any portion hereof to round off the number
of shares of Common Stock issued to the nearest whole number of shares.

         4. NO VOTING RIGHTS. Until the valid exercise of this Warrant, this
Warrant shall not entitle the holder hereof to any voting rights or other rights
as a stockholder of the Corporation, but immediately upon exercise of this
Warrant and upon payment of the Warrant Price, the holder shall be deemed a
record holder of the Common Stock.

         5. RIGHTS OFFERINGS. The holder of this Warrant shall have the right to
participate in any rights offering made by the Corporation generally to its
holders of outstanding Common Stock as if this Warrant had been exercised in its
entirety as to vested shares as of the date and time of such rights offering.

         6. RESTRICTION ON TRANSFER OF COMMON STOCK AND REGISTRATION. The terms
and conditions relating to transferability, restrictive legends and registration
of the Common Stock issued upon the exercise of this Warrant shall be the same
as those set forth in and contemplated by the Stock Purchase Agreement, all of
which are incorporated herein by this reference.

         7. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Illinois.

         8. TRANSFER OF WARRANT. This Warrant and all rights hereunder are not
transferrable, in whole or in part, by the holder hereof without the prior
written consent of the Corporation, except that such consent of the Corporation
shall not be required in order for any such transfer to be made by the holder
hereof to any owner of an equity interest in the holder hereof, a spouse or
child of the holder hereof or any such equity owner, an entity controlled by the
holder hereof or any such equity owner or any trust all of the beneficiaries of
which are any of the foregoing. Any such permitted transfer shall be effected at
the office or agency of the Corporation referred to in Paragraph 1 hereof by the
holder hereof in person or by its duly authorized attorney, upon surrender of
this Warrant properly endorsed. The form of the warrants issued upon any such
transfer shall be the same as this Warrant, subject to such changes as may be
approved by the holder of this Warrant and the Corporation. Each taker and
holder of this Warrant, by taking or holding the same, consents and agrees that
this Warrant, when endorsed in blank, shall be deemed negotiable, and that the
holder hereof, when this Warrant shall have been so

                                      -14-

<PAGE>



endorsed may be treated by the Corporation and all other persons dealing with
this Warrant as the absolute owner hereof for any purpose and as the person
entitled to exercise the rights represented by this Warrant, or to the transfer
hereof on the books of the Corporation; but until such transfer on such books,
the Corporation may treat the registered holder hereof as the owner for all
purposes.

         9. EXCHANGES OF WARRANTS. This Warrant is exchangeable, upon its
surrender by the holder hereof at the office or agency of the Corporation
referred to in Paragraph 1 hereof, for new Warrants or like tenor representing
in the aggregate the right to subscribe for and purchase the same number of
shares of Common Stock as the holder of this Warrant has the right to subscribe
for and purchase pursuant to this Warrant.

         10. LOST OR MUTILATED WARRANT. In the event that this Warrant is lost
or mutilated, the Corporation shall issue a substitute Warrant to the holder
hereof upon such holder delivering to the Corporation such indemnification as
the Corporation may reasonably require and otherwise complying with such
requirements as the Corporation may reasonably impose.

         11. MEANING OF COMMON STOCK. "Common Stock" when used in this Warrant
with reference to the Common Stock purchasable hereunder shall mean Common Stock
of the class existing on the date of issuance of this Warrant and any stock into
which such Common Stock may thereafter have been changed and, when otherwise
used in this Warrant, shall include also stock of the Company of any other
class, whether now or hereafter authorized, which ranks, or is entitled to a
participation, as to assets or dividends, substantially on a parity with such
existing Common Stock or other class of stock into which such Common Stock may
have been changed.

         12. HEADINGS. The section headings used in this Warrant are for
convenience of reference only and shall not constitute a part of this Warrant or
affect the construction of this Warrant.



                                      -15-

<PAGE>



         IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
signed by one of its duly authorized officers under its corporate seal and
attested as of the 10th day of January, 1996.

                               HA-LO INDUSTRIES, INC.,
                               an Illinois corporation

                               By:
                                   ---------------------------------------
                               Title:
                                     -------------------------------------


(CORPORATE SEAL)

Attest:

-----------------------------------
          Secretary

                                      -16-

<PAGE>



                                               ELECTION TO PURCHASE

HA-LO INDUSTRIES, INC


         The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented by said Warrant for, and to purchase
thereunder, _____________________ shares of the Common Stock covered by said
Warrant and herewith makes payment in full therefor of $_____________ , and
requests that certificates for such shares be issued in the name of and
delivered to __________________________ whose address is _____________________
_____________________________; and, if such shares shall not include all of the
shares issuable as provided in said Warrant, that a new Warrant of like tenor
and date for the balance of the shares issuable thereunder be delivered to the
undersigned.

Dated: _________________________, _____


                                            _______________________________











                                      -17-

<PAGE>


                                   SCHEDULE 1

         There are three (3) documents omitted as Exhibits which contain the
same material terms of the attached warrant, except that the parties defined
therein as the holder of the warrant (marked as "(1)" on the first page of such
document) and the amount of shares marked as "(2)" in the title of the warrant,
the first paragraph thereafter, Section 1.1 and Section 1.2 differ among the
documents. Such parties are set forth below (listed as "Holder") with the
corresponding share number of their respective warrants.

<TABLE>
<CAPTION>
Holder                                           Shares Subject to Warrant
------                                           -------------------------
<S>                                              <C>

Montgomery Ward & Co. Incorporated                        345,946

ValueVision International Inc.                             51,892

Merchant Development Corporation                            2,160
</TABLE>


                                      -18-