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                         AMENDMENT TO BONUS SHARES AGREEMENT


    WHEREAS, HA-LO INDUSTRIES, INC., an Illinois corporation (the "Company"),
and DAVID C. ROBBINS, a resident of the State of Illinois (the "Participant"),
entered into a Bonus Shares Agreement dated the 1st day of February, 1995 (the
"Agreement"), whereby the Participant was granted Two Hundred Forty Thousand
(240,000) shares of the Company's common stock (which reflects all stock splits
since the date of the Agreement) as restricted stock (the "Bonus Shares"); and

    WHEREAS, pursuant to Section 8 of the Agreement, the Agreement may be
amended at any time by  mutual agreement of the Company and the Participant; and

    WHEREAS, the Company and the Participant mutually desire to amend the
Agreement to change the vesting provisions applicable to the Bonus Shares under
Section 4 of the Agreement.

    THEREFORE, Section 4 of the Agreement is hereby amended to read as follows
effective with respect to vesting of all Unvested Bonus Shares (as such term is
defined in the Agreement) effective January 1, 1996:

    "4.  VESTING OF BONUS SHARES.  The Bonus Shares shall vest according to the
most rapid, from time to time, of the vesting schedules set forth in subsections
(a), (b) and (c), below; provided, however, that if Participant shall be in
default of or breach any of the covenants set forth in this Agreement, then,
subject to the opportunity to cure set forth in Section 1 hereof, any unvested
Bonus Shares shall be forfeited and shall not be awarded to Participant.  Any
Bonus Shares in which Participant has not previously vested shall, for purposes
of this Section 4, be referred to as "Unvested Bonus Shares".  Certificates
representing vested Bonus Shares shall be delivered to Participant as soon as
reasonably practicable but in no event later than the ninetieth (90th) day
following the date on which such Bonus Shares vested.

         (a) Participant shall, to the extent of remaining Unvested Bonus
    Shares, vest one hundred percent (100%) in Twenty-Six Thousand Six Hundred
    Sixty-Seven (26,667) Bonus Shares on January 15 of each year commencing
    January 15, 1997 through January 15, 2004; provided however, that
    Participant shall have complied with the covenants set forth in Section 2
    hereof for each calendar year ending immediately preceding the January 15
    on which such Bonus Shares vest under this subsection (a).

         (b)(i) On October 21, 1996 Participant shall vest in 30,000 Bonus
    Shares.

         (ii) On January 15, 1997 Participant shall, to the extent of remaining
    Unvested Bonus Shares, vest in Twenty-Two and

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    One-Half (22.5) shares for every One Thousand Dollars ($1,000) of gross
    profit earned by the Company with respect to sales of merchandise to Ward
    under the EPPA for the period January 1, 1996 through December 31, 1996,
    less 60,000 shares; and

         (iii) On January 15 of each of year commencing January 15, 1998
    through January 15, 2005, Participant shall, to the extent of remaining
    Unvested Bonus Shares, vest in Twenty-Two and One-Half (22.5) shares for
    every One Thousand Dollars ($1,000) of gross profit earned by the Company
    with respect to sales of merchandise to Ward under the EPPA for the
    calendar year ending immediately prior to the January 15 on which such
    Bonus Shares vest under this subsection (b).

     For purposes of this Section 4(b) the term "gross profit" shall mean the
    gross profit (revenues less returns, allowances and cost of goods sold) of
    the Company attributable to sales to Ward under the EPPA calculated in
    accordance with generally accepted accounting principles and rules applied
    by the Company in the calculation of its own gross profits, on a consistent
    basis from period to period. The calculation of Ward's purchases under the
    EPPA shall be made in good faith by the Company, which calculation shall,
    in the absence of fraud, be final and binding on Participant.  Each
    purchase shall be deemed to have taken place upon the Company's shipment of
    merchandise to Ward.

         (c)  Participant shall vest one hundred percent (100%) in all Unvested
    Bonus Shares as of the date on which (i) Participant dies, (ii) Participant
    suffers a "permanent disability" (as hereinafter defined), or (iii) there
    occurs a "change in control" (as hereinafter defined).  For purposes of
    this Agreement, the term "permanent disability" shall mean any disability,
    whether caused by illness, injury or other incapacity, which can be
    expected to permanently prevent Participant from fulfilling his regular
    duties with the Company  For purposes of this Agreement, a "change in
    control" shall mean the termination of Participant's sales representative
    status with the Company, or any material and adverse change by the company
    in the method under which Participant's aggregate compensation, commissions
    or sales support budgets are calculated, in each case occurring within
    twelve (12) months following both (i) the purchase by any person, or group
    of persons acting in concert, other than Lou Weisbach, of greater than
    fifty percent (50%) of the shares of common stock of the Company then
    outstanding, and (ii) the termination of Lou Weisbach as the Chief
    Executive Officer of the Company."


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    IN WITNESS WHEREOF, this Amendment to the Bonus Shares Agreement having
been authorized by the Compensation Committee of the Board of Directors is
executed on this 21st day of October, 1996.


Participant:                      Company:
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                                  HA-LO INDUSTRIES, INC.


                                  By:
---------------------------          ------------------------
                                  Its: Chief Financial Officer


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