<PAGE>

                                                                 Exhibit 10.37

                       THIRD AMENDMENT TO CREDIT AGREEMENT



To Each of the Lenders Signatory Hereto

Ladies and Gentlemen:

         Reference is hereby made to that certain Credit Agreement dated as of
January 31, 1997, as amended (the "CREDIT AGREEMENT"), between the undersigned,
HA-LO Industries, Inc., an Illinois corporation (the "COMPANY"), American
National Bank and Trust Company of Chicago, as agent for the Lenders (the
"AGENT"), and you (the "LENDERS"). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.

         The Company has requested that the Lenders, among other things,
increase the Revolving Credit Commitments and extend the Termination Date, and
the Lenders are willing to do so on the terms and conditions set forth in this
agreement (herein, the "AMENDMENT").

1.       AMENDMENTS.

         Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be amended as follows:

                   (a) Section 1.3(b) of the Credit Agreement shall be amended
         by deleting the first sentence thereof and inserting in its place the
         following sentence:

                  "At any time before the Termination Date, the Agent shall, at
                  the request of the Company, issue one or more Letters of
                  Credit to or for the account of the Company in a form
                  satisfactory to the Agent, with expiration dates no later than
                  the Termination Date then in effect, in an aggregate face
                  amount as set forth above, upon the receipt of an application
                  for the relevant Letter of Credit in the form then customarily
                  prescribed by the Agent duly executed by the Company (each an
                  "APPLICATION")."

                   (b) Section 3.1 of the Credit Agreement shall be amended by
         deleting the first sentence thereof and inserting in its place the
         following sentences:

                  "For the period from the date hereof to but not including the
                  Termination Date, the Company shall pay to the Agent for the
                  account of the Lenders in accordance with their Percentage a
                  commitment fee for each day at the rate per annum equal to the
                  Commitment Fee Rate in effect on such day on the daily unused

<PAGE>

                  amount of the Revolving Credit Commitments hereunder.
                  Notwithstanding anything contained in this Agreement to the
                  contrary, for the purposes of calculating the commitment fee
                  hereunder, the undrawn face amount of any commercial Letter of
                  Credit outstanding hereunder shall not be considered usage of
                  the Revolving Credit Commitments.

                   (c) Section 3.4 of the Credit Agreement shall be amended by
         deleting the date "January 31, 1997" appearing therein and inserting
         the date "February 18, 1999" in its place.

                   (d) Section 5.5 of the Credit Agreement shall be amended by
         deleting the dates "December 31, 1995" and "September 30, 1996"
         appearing therein and inserting in their places the dates "December 31,
         1997" and "September 30, 1998, respectively.

                   (e) The Credit Agreement shall be amended by inserting the
         following new Section 5.15 at the end of Section 5.14:

                     "SECTION 5.15. YEAR 2000. The Company has made a full and
                  complete assessment of the Year 2000 Issues and has a
                  realistic and achievable program for remediating the Year 2000
                  Issues on a timely basis (the "YEAR 2000 Program"). Based on
                  such assessment and on the Year 2000 Program the Company does
                  not reasonably anticipate that Year 2000 Issues will have a
                  Material Adverse Effect.

                   (f) Section 7.5(e) of the Credit Agreement shall be amended
         by deleting the "." at the end thereof and inserting in its place the
         following clause:

                  "or of any other development, financial or otherwise
                  (including, without limitation, developments with respect to
                  Year 2000 Issues) which would reasonably be expected to have a
                  Material Adverse Effect."

                   (g) Sections 7.7, 7.8, 7.9 and 7.10 of the Credit Agreement
         shall be amended in their entirety to read as follows:

                     "SECTION 7.7. [RESERVED].

                     SECTION 7.8. TANGIBLE NET WORTH. The Company shall, at all
                  times, maintain Tangible Net Worth of not less than the sum of
                  (a) $180,000,000 plus (b) 50% of Net Income for each fiscal
                  year of the Company ending after February 26, 1999 (commencing
                  with the fiscal year ending December 31, 1999) for which such
                  Net Income is a positive amount (i.e., there shall be no
                  reduction to the amount of Tangible Net Worth required to be
                  maintained 

                                      -2-

<PAGE>

                  hereunder for any fiscal year in which Net Income is less 
                  than zero).

                     SECTION 7.9. FUNDED DEBT/EBITDA RATIO. As of the last day
                  of each fiscal quarter of the Company, the Company shall
                  maintain the Funded Debt/EBITDA Ratio for the four fiscal
                  quarters of the Company then ended of not more than 3.25 to
                  1.0.

                     SECTION 7.10. FIXED CHARGE COVERAGE RATIO. As of the last
                  day of each fiscal quarter of the Company, the Company shall
                  maintain a Fixed Charge Coverage Ratio of not less than 3.0 to
                  1.0."

                   (h) The Credit Agreement shall be amended by inserting the
         following new Section 7.20 at the end of Section 7.19:

                     "SECTION 7.20. YEAR 2000. The Company will take and will
                  cause each of its Subsidiaries to take all such actions as are
                  reasonably necessary to successfully implement the Year 2000
                  Program and to assure that Year 2000 Issues will not have a
                  Material Adverse Effect. At the request of the Agent or any
                  Lender, the Company will provide a description of the Year
                  2000 Program, together with any updates or progress reports
                  with respect thereto."

                   (i) Sections 8.1(a) of the Credit Agreement shall be amended
         in its entirety to read as follows:

                     "(a) default in the payment when due of all or any part of
                  the principal of any Note (whether at the stated maturity
                  thereof or at any other time provided for in this Agreement)
                  or of any Reimbursement Obligation or default for a period of
                  5 days in the payment when due of all or any part of the
                  interest on any Note (whether at the stated maturity thereof
                  or at any other time provided for in this Agreement) or any
                  fee or other Obligation payable hereunder or under any other
                  Loan Document;"

                   (j) Section 9.1 of the Credit Agreement shall be amended by
         deleting the definitions of "APPLICABLE MARGIN", "FIXED CHARGES" and
         "TERMINATION DATE" appearing therein and inserting the following
         definitions in a proper alphabetical order:

                      ""APPLICABLE MARGIN" means, with respect to LIBOR
                  Portions, .50% per annum until the first Pricing Date, and
                  thereafter from one Pricing Date to the next, the Applicable
                  Margin with respect to LIBOR Portions shall mean a rate per
                  annum determined in accordance with the following schedule:

                                      -3-

<PAGE>

<TABLE>
<CAPTION>

          FUNDED DEBT/EBITDA RATIO                            APPLICABLE MARGIN 
           FOR SUCH PRICING DATE                                   SHALL BE
       <S>                                                   <C>
         Greater than 2.5 to 1.0                                    1.50%

         Equal  to  or  less  than  2.5  to  1.0,  but              1.25%
         greater than 2.0 to 1.0

         Equal  to  or  less  than  2.0  to  1.0,  but              1.00%
         greater than 1.5 to 1.0

         Equal to or less than 1.5 to 1.0 but  greater              .75%
         than 1.0 to 1.0

         Equal to or less than 1.0 to 1.0 but  greater              .625%
         than 0.5 to 1.0

         Equal to or less than 0.5 to 1.0                           .50%

</TABLE>

                  For purposes hereof, the term "PRICING DATE" means, for any
                  fiscal quarter of the Company ended after the date hereof, 15
                  days after the date the Agent is in receipt of the Company's
                  most recent financial statements for the fiscal quarter then
                  ended, pursuant to Section 7.5(a) or (b) hereof. The
                  Applicable Margin established on a Pricing Date shall remain
                  in effect until the next Pricing Date. If the Company has not
                  delivered its financial statements by the date such financial
                  statements (and, in the case of the year-end financial
                  statements, audit report) are required to be delivered under
                  Section 7.5(a) and (b) hereof, until such financial statements
                  and audit report are delivered, the Applicable Margin for
                  LIBOR Portions shall be 1.50%. If the Company subsequently
                  delivers such financial statements before the next Pricing
                  Date, the Applicable Margin established by such late delivered
                  financial statements shall take effect from the date of
                  delivery until the next Pricing Date. In all other
                  circumstances, the Applicable Margin established by such
                  financial statements shall be in effect from the Pricing Date
                  that occurs immediately after the end of the Company's fiscal
                  quarter covered by such financial statements until the next
                  Pricing Date. Each determination of the Applicable Margin made
                  by the Agent in accordance with the foregoing shall be
                  conclusive and binding on the Company and the Lenders if
                  reasonably determined."

                      ""COMMITMENT FEE RATE" means, for each day, .20% per annum
                  until the first Pricing Date, and thereafter from one Pricing

                                      -4-

<PAGE>

                  Date to the next, the Commitment Fee Rate shall mean a rate
                  per annum determined in accordance with the following
                  schedule:

<TABLE>
<CAPTION>

                              FUNDED DEBT/EBITDA RATIO                  COMMITMENT FEE RATE
                                FOR SUCH PRICING DATE                        SHALL BE
                   <S>                                                <C>
                    Greater than 2.5 to 1.0                                    .30%

                    Equal  to  or  less  than  2.5  to  1.0,  but              .25%
                    greater than 2.0 to 1.0

                    Equal  to  or  less  than  2.0  to  1.0,  but              .225%
                    greater than 1.5 to 1.0

                    Equal to or less than 1.5 to 1.0 but  greater              .225%
                    than 1.0 to 1.0

                    Equal to or less than 1.0 to 1.0 but  greater              .20%
                    than 0.5 to 1.0

                    Equal to or less than 0.5 to 1.0                           .20%

</TABLE>

                  For purposes hereof, the term "PRICING DATE" means, for any
                  fiscal quarter of the Company ended after the date hereof, 15
                  days after the date the Agent is in receipt of the Company's
                  most recent financial statements for the fiscal quarter then
                  ended, pursuant to Section 7.5(a) or (b) hereof. The
                  Commitment Fee Rate established on a Pricing Date shall remain
                  in effect until the next Pricing Date. If the Company has not
                  delivered its financial statements by the date such financial
                  statements (and, in the case of the year-end financial
                  statements, audit report) are required to be delivered under
                  Section 7.5(a) and (b) hereof, until such financial statements
                  and audit report are delivered, the Commitment Fee Rate shall
                  be .30%. If the Company subsequently delivers such financial
                  statements before the next Pricing Date, the Commitment Fee
                  Rate established by such late delivered financial statements
                  shall take effect from the date of delivery until the next
                  Pricing Date. In all other circumstances, the Commitment Fee
                  Rate established by such financial statements shall be in
                  effect from the Pricing Date that occurs immediately after the
                  end of the Company's fiscal quarter covered by such financial
                  statements until the next Pricing Date. Each determination of
                  the Commitment Fee Rate made by the Agent in accordance with
                  the foregoing shall be conclusive and binding on the Company
                  and the Lenders if reasonably determined."

                                      -5-

<PAGE>

                      ""FIXED CHARGE COVERAGE RATIO" means, as of the last day
                  of the most recently completed fiscal quarter of the Company
                  for the four fiscal quarters of the Company then ended, the
                  ratio of (x) the sum of (i) Net Income for such period plus
                  (ii) Interest Expense for such period plus (iii) federal,
                  state and local income taxes for such period plus (iv)
                  operating lease expense for such period to (y) the sum of (i)
                  Interest Expense for such period plus (ii) operating lease
                  expense for such period."

                      ""TERMINATION DATE" means February 25, 2000, or such
                  earlier date on which the Revolving Credit Commitments are
                  terminated in whole pursuant to Sections 3.6, 8.2 or 8.3
                  hereof, or such later date to which the Revolving Credit
                  Commitments are extended pursuant to Section 11.11 hereof."

                      ""YEAR 2000 ISSUES" means anticipated costs, problems and
                  uncertainties associated with the inability of certain
                  computer applications to effectively handle data including
                  dates on and after January 1, 2000, as such inability affects
                  the business, operations and financial condition of the
                  Company and its Subsidiaries and of the Company's and its
                  Subsidiaries material customers, suppliers and vendors."

                      ""YEAR 2000 PROGRAM" is defined in Section 5.15 hereof."

                   (k) Section 11.11 of the Credit Agreement shall be amended in
         its entirety to read as follows:

                      "SECTION 11.11. EXTENSION OF THE REVOLVING CREDIT
                  COMMITMENTS. The Company shall have the option to request
                  extensions to the Termination Date pursuant to this Section
                  11.11. No earlier than 45 days prior to, but no later than 40
                  days prior to, the Termination Date then in effect, the
                  Company may advise the Agent in writing of the Company's
                  desire to extend the Termination Date for an additional 364
                  day period and the Agent shall promptly notify the Lenders of
                  each such request. If the Company makes any such request, each
                  Lender agrees to notify the Company and the Agent no earlier
                  than 30 days prior to, but no later than 25 days prior to, the
                  Termination Date then in effect stating whether such Lender is
                  declining or consenting to any such request, or consenting to
                  such request subject to specified terms and conditions. In the
                  event that a Lender fails to so notify the Agent and the
                  Company during such period, such Lender shall be deemed to
                  have refused the requested extension. In the event that each
                  Lender is agreeable to such extension (it being understood
                  that the Lenders may accept or decline such a request in their
                  sole 

                                      -6-

<PAGE>

                  discretion and on such terms as they may elect), the Company
                  and the Lenders shall enter into such documents as the Agent
                  may reasonably deem necessary or appropriate to reflect such
                  extension, and all actual out-of-pocket costs and expenses
                  incurred by the Agent in connection therewith (including
                  reasonable attorneys' fees) shall be paid by the Company."

                   (l) The signature pages to the Credit Agreement shall be
         amended by (i) deleting the amount "$22,500,000" appearing under the
         caption "Revolving Credit Commitment" opposite American National Bank
         and Trust Company of Chicago's signature and inserting in its place the
         amount "$37,500,000", (ii) deleting the amount "$15,576,923" appearing
         under the caption "Revolving Credit Commitment" opposite Harris Trust
         and Savings Bank's signature and inserting in its place the amount
         "$25,000,000", (iii) deleting the amount "$6,923,077" appearing under
         the caption "Revolving Credit Commitment" opposite Comerica Bank's
         signature and inserting in its place the amount "$12,500,000" and (iv)
         deleting the amounts "$10,000,000", "$6,923,077" and "$3,076,923"
         appearing under the caption "Term Loan Commitment" opposite signatures
         of American National Bank and Trust Company of Chicago, Harris Trust
         and Savings Bank and Comerica Bank, respectively and inserting in their
         places the amount "$0".

                   (m) Schedule 5.2 of the Credit Agreement shall be amended in
         its entirety to read as Exhibit B attached hereto.

                   (n) Schedule I to Exhibit D of the Credit Agreement shall be
         amended in its entirety to read as Schedule I attached to this
         Amendment.

2.       CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

                   2.1 The Company, the Agent and the Lenders shall have
         executed and delivered this Amendment.

                   2.2 The Company shall have executed and delivered to each of
         the Lenders a Revolving Credit Note in the form of Exhibit A to the
         Credit Agreement payable to the order of such Lender in the principal
         amount of its Revolving Credit Commitment in effect after giving effect
         to this Amendment.

                   2.3 Each Subsidiary of the Company party to the Guaranties
         shall have executed and delivered the Guarantor's Acknowledgment in the
         form attached hereto as Exhibit A and each of Promotional Marketing
         LLC, Lipson Associates, Inc., Premier Promotional Marketing, Inc. and
         Lee Wayne Corporation shall have executed and delivered the Assumption
         and Supplement to Guaranty Agreement.

                                      -7-

<PAGE>

                   2.4 The Agent shall have received, in form and substance
         satisfactory to the Lenders (a) corporate resolutions of the Company
         and the Subsidiaries of the Company executing the Assumption and
         Supplement to Guaranty Agreement and (b) an opinion of counsel to the
         Company and such Subsidiaries.

                   2.5 The Company shall have paid in full to the Lenders
         through the Agent the Term Loans and interest thereon, together with,
         if any, all amounts required under Section 2.8 of the Credit Agreement.

                   2.6 The Agent and the Lenders shall have received information
         satisfactory to the Agent and the Lenders regarding the Company's Year
         2000 Program.

3.       REPRESENTATIONS.

         In order to induce the Lenders to execute and deliver this Amendment,
the Company hereby represents to the Lenders that as of the date hereof the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.5 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Lenders) and the Company is in
compliance with all of the terms and conditions of the Credit Agreement and no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or shall result after giving effect to this Amendment.

4.       EQUALIZATION.

         Anything contained in the Credit Agreement or in this Amendment to the
contrary notwithstanding, upon satisfactory completion of the conditions
precedent to the effectiveness of this Amendment as set forth above, there shall
be such purchases and sales of interests in the Revolving Loans, if any then
outstanding, as shall be necessary so that after giving effect thereto each
Lender holds its ratable share of the total of the Revolving Loans then
outstanding in accordance with its Percentage of the Revolving Credit
Commitments.

5.       MISCELLANEOUS.

         5.1 Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.

         5.2 The Company agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Agent.

                                      -8-

<PAGE>

         5.3 This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.

         Dated as of March 1, 1999.


                                            HA-LO INDUSTRIES, INC.



                                            By
                                              Name
                                                  -----------------------------

                                              Title
                                                   ----------------------------






                                      -9-

<PAGE>

         Accepted and agreed to as of the date and year last above written.


                                    AMERICAN NATIONAL BANK AND TRUST 
                                      COMPANY OF CHICAGO, individually and as 
                                      Agent



                                    By
                                      Name
                                          -------------------------------------

                                      Title
                                           ------------------------------------

                                    HARRIS TRUST AND SAVINGS BANK



                                    By
                                      Name
                                          -------------------------------------

                                      Title
                                           ------------------------------------

                                    COMERICA BANK



                                    By
                                      Name
                                          -------------------------------------

                                      Title
                                           ------------------------------------

                                      -10-

<PAGE>

                                    EXHIBIT A

                           GUARANTOR'S ACKNOWLEDGMENT

         Each of the undersigned has heretofore executed in favor of American
National Bank and Trust Company of Chicago, as Agent for American National Bank
and Trust Company of Chicago, Harris Trust and Savings Bank and Comerica Bank
(the "LENDERS") a Guaranty Agreement dated January 31, 1997 and hereby
acknowledges and consents to the amendment of the Credit Agreement dated as of
January 31, 1997 (the "CREDIT AGREEMENT") among Ha-Lo Industries, Inc. (the
"COMPANY") and the Lenders pursuant to the Third Amendment to Credit Agreement
dated as of March 1, 1999 (the "THIRD AMENDMENT") among the Company and the
Lenders. Each of the undersigned confirms that the Guaranty Agreement and all of
its obligations thereunder remain in full force and effect and, without limiting
the foregoing, acknowledges and agrees that all of the Company's indebtedness,
obligations and liabilities to the Lenders, under the Credit Agreement, as
amended by the Third Amendment, constitutes "indebtedness hereby guaranteed"
under the Guaranty Agreement. Each of the undersigned further agrees that its
consent to any further amendments to the Credit Agreement shall not be required
as a result of this consent having been obtained, except to the extent, if any,
required by the Guaranty Agreement referred to above.

         Dated as of March 1, 1999.


                                       FLETCHER, BARNHARDT & WHITE, INC.


                                       By
                                         Its
                                            -----------------------------------

                                       HA-LO SPORTS, INC.


                                       By
                                         Its
                                            -----------------------------------

                                       MARKET U.S.A., INC.


                                       By
                                         Its
                                            -----------------------------------

<PAGE>


                                       CREATIVE CONCEPTS IN ADVERTISING, INC.


                                       By
                                         Its
                                            -----------------------------------














                                      -2-

<PAGE>

                                    EXHIBIT B


                       THIRD AMENDMENT TO CREDIT AGREEMENT

                                  SCHEDULE 5.2


                                  SUBSIDIARIES

<TABLE>
<CAPTION>

                                                JURISDICTION OF INCORPORATION/
                                                         ORGANIZATION                      PERCENTAGE
                     NAME                                                                   OWNERSHIP
<S>                                           <C>                                       <C>
Fletcher, Barnhardt & White, Inc.                          Illinois                           100%

HA-LO Sports, Inc.                                         Illinois                           100%

Market U.S.A., Inc.                                        Illinois                           100%

Creative Concepts in Advertising, Inc.                     Michigan                           100%

Creadis Group, Inc.                                         Ontario                           100%

Marusa Marketing, Inc.                                      Ontario                           100%

Promotional Marketing LLC (d.b.a. UPSHOT)                  Illinois                           100%

Lipson Associates, Inc.                                      Ohio                             100%

Premier Promotional Marketing, Inc.                       California                          100%

Lee Wayne Corporation                                      Illinois                           100%

</TABLE>

<PAGE>

                                   SCHEDULE I


                             COMPLIANCE CALCULATIONS
                      FOR JANUARY 31, 1997 CREDIT AGREEMENT

                     CALCULATIONS AS OF _____________, ____

<TABLE>

      <S>                                                              <C>                       <C>
          A.    TANGIBLE NET WORTH (SECTION 7.8)

                  1.       Stockholders Equity                                                      $___________

                  2. Sum of:

                           (i)      intangible assets                       $___________
                           (ii)     write-up of assets                      $___________
                           (iii)    sample inventory                        $___________

                  3.       Line A1 minus A2                                                         $___________
                           (Tangible Net Worth)

                  4.       Line A3 must not be less than                                            $___________

                  5.       The Company is in compliance (circle yes or no)                             yes/no

          B.    FUNDED DEBT/EBITDA RATIO (SECTION 7.9)

                  1.       Total Funded Debt                                                        $___________

                  2.       EBITDA                                                                   $___________

                  3.       Ratio of Line B1 to Line B2                                                ___: 1.0

                  4.       Line B3 Ratio must not be more than                                        3.25: 1.0

                  5.       The Company is in compliance (circle yes or no)                             yes/no

          C.    FIXED CHARGE COVERAGE RATIO (SECTION 7.10)

                  1.       Net Income for past 4 quarters                                             $________

                  2.       Interest Expense for past 4 quarters                                       $________

</TABLE>

<PAGE>

<TABLE>

      <S>                                                                                        <C>
                  3.       Federal, state and local income tax expense for past 4 quarters            $________

                  4.       Operating lease expense for past 4 quarters                                $________

                  5.       Sum of Lines C1, C2, C3 and C4                                             $________

                  6.       Sum of Lines C3 and C4                                                     $________

                  7.       Ratio of Line C5 to Line C6                                               ______:1.0

                  8.       Line C7 ratio must not to be less than                                      3.0:1.0

                  9.       The Company is in compliance (circle yes or no)                             Yes/No

</TABLE>

                                      -2-