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                               1998 RESTATEMENT OF THE
                      HA-LO INDUSTRIES, INC. 401(K) SAVINGS PLAN



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                                  TABLE OF CONTENTS
                                                                           PAGE

ARTICLE I      INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . .    1
     Section 1.1    History of the Plan. . . . . . . . . . . . . . . . .    1
     Section 1.2    Former Participants. . . . . . . . . . . . . . . . .    1
     Section 1.3    Legal Requirements . . . . . . . . . . . . . . . . .    1

ARTICLE II     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .    2
     Section 2.1    Accounts . . . . . . . . . . . . . . . . . . . . . .    2
     Section 2.2    Actual Contribution Percentage . . . . . . . . . . .    2
     Section 2.3    Actual Deferral Percentage . . . . . . . . . . . . .    2
     Section 2.4    Beneficiary. . . . . . . . . . . . . . . . . . . . .    3
     Section 2.5    Break in Service . . . . . . . . . . . . . . . . . .    3
     Section 2.6    Code . . . . . . . . . . . . . . . . . . . . . . . .    4
     Section 2.7    Company. . . . . . . . . . . . . . . . . . . . . . .    4
     Section 2.8    Compensation . . . . . . . . . . . . . . . . . . . .    4
     Section 2.9    Disability . . . . . . . . . . . . . . . . . . . . .    4
     Section 2.10   Effective Date . . . . . . . . . . . . . . . . . . .    5
     Section 2.11   Employee . . . . . . . . . . . . . . . . . . . . . .    5
     Section 2.12   Early Retirement Date. . . . . . . . . . . . . . . .    5
     Section 2.13   ERISA. . . . . . . . . . . . . . . . . . . . . . . .    5
     Section 2.14   Forfeiting Break in Service. . . . . . . . . . . . .    5
     Section 2.15   Forfeiture . . . . . . . . . . . . . . . . . . . . .    5
     Section 2.16   Highly Compensated Employee. . . . . . . . . . . . .    5
     Section 2.17   Hours of Service . . . . . . . . . . . . . . . . . .    6
     Section 2.18   Investment Fund. . . . . . . . . . . . . . . . . . .    7
     Section 2.19   Non-Highly Compensated Employee. . . . . . . . . . .    7
     Section 2.20   Normal Retirement Date . . . . . . . . . . . . . . .    7
     Section 2.21   Participant. . . . . . . . . . . . . . . . . . . . .    7
     Section 2.22   Plan . . . . . . . . . . . . . . . . . . . . . . . .    7
     Section 2.23   Plan Administrator . . . . . . . . . . . . . . . . .    7
     Section 2.24   Plan Year. . . . . . . . . . . . . . . . . . . . . .    7
     Section 2.25   Qualified Domestic Relations Order . . . . . . . . .    7
     Section 2.26   Quarterly Date . . . . . . . . . . . . . . . . . . .    8
     Section 2.27   Related Entity . . . . . . . . . . . . . . . . . . .    8
     Section 2.28   Spouse . . . . . . . . . . . . . . . . . . . . . . .    8
     Section 2.29   Trust. . . . . . . . . . . . . . . . . . . . . . . .    8
     Section 2.30   Trust Agreement. . . . . . . . . . . . . . . . . . .    8
     Section 2.31   Trust Fund . . . . . . . . . . . . . . . . . . . . .    8
     Section 2.32   Trustee. . . . . . . . . . . . . . . . . . . . . . .    9
     Section 2.33   Valuation Date . . . . . . . . . . . . . . . . . . .    9
     Section 2.34   Year of Eligibility Service. . . . . . . . . . . . .    9
     Section 2.35   Year of Service. . . . . . . . . . . . . . . . . . .    9

ARTICLE III    ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . .   11
     Section 3.1    Active Participant Eligibility Requirements. . . . .   11
     Section 3.2    Inactive Participant . . . . . . . . . . . . . . . .   11
     Section 3.3    Former Participant Eligibility Requirements. . . . .   11
     Section 3.4    Effect of Reemployment on Participation. . . . . . .   11

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     Section 3.5    Commencement . . . . . . . . . . . . . . . . . . . .   12

ARTICLE IV     CONTRIBUTIONS AND EXPENSES. . . . . . . . . . . . . . . .   14
     Section 4.1    Contributions in General . . . . . . . . . . . . . .   14
     Section 4.2    Company Contributions. . . . . . . . . . . . . . . .   14
     Section 4.3    401(k) Contributions . . . . . . . . . . . . . . . .   15
     Section 4.4    Limitation on Allocations. . . . . . . . . . . . . .   17
     Section 4.5    Limitation on 401(k) Contributions . . . . . . . . .   18
     Section 4.6    Limitation on Matching Contributions . . . . . . . .   20
     Section 4.7    Alternative Limitation Test. . . . . . . . . . . . .   22
     Section 4.8    Rollover Contributions.. . . . . . . . . . . . . . .   23

ARTICLE V      ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . .   25
     Section 5.1    Account Values . . . . . . . . . . . . . . . . . . .   25
     Section 5.2    Allocation of Investment Income. . . . . . . . . . .   25
     Section 5.3    Quarterly Statement of Accounts. . . . . . . . . . .   26

ARTICLE VI     DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . .   27
     Section 6.1    Eligibility. . . . . . . . . . . . . . . . . . . . .   27
     Section 6.2    Retirement . . . . . . . . . . . . . . . . . . . . .   27
     Section 6.3    Disability . . . . . . . . . . . . . . . . . . . . .   27
     Section 6.4    Death. . . . . . . . . . . . . . . . . . . . . . . .   27
     Section 6.5    Termination for Other Reasons. . . . . . . . . . . .   27
     Section 6.6    Distribution of Accounts . . . . . . . . . . . . . .   28

ARTICLE VII    LOANS AND WITHDRAWALS . . . . . . . . . . . . . . . . . .   31
     Section 7.1    Loans. . . . . . . . . . . . . . . . . . . . . . . .   31
     Section 7.2    Hardship Withdrawals . . . . . . . . . . . . . . . .   31
     Section 7.3    Age 59-1/2 and Over Withdrawals  . . . . . . . . . .   32

ARTICLE VIII   ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . .   33
     Section 8.1    Plan Administrator and Named Fiduciary . . . . . . .   33
     Section 8.2    Compensation and Expenses. . . . . . . . . . . . . .   33
     Section 8.3    Records. . . . . . . . . . . . . . . . . . . . . . .   33
     Section 8.4    Records of Trust . . . . . . . . . . . . . . . . . .   33
     Section 8.5    Claims Procedure . . . . . . . . . . . . . . . . . .   34

ARTICLE IX     TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . .   36
     Section 9.1    Trustee's Responsibilities . . . . . . . . . . . . .   36
     Section 9.2    Trust. . . . . . . . . . . . . . . . . . . . . . . .   36
     Section 9.3    No Reversion to Company. . . . . . . . . . . . . . .   36

ARTICLE X      GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . .   37
     Section 10.1   Inalienability . . . . . . . . . . . . . . . . . . .   37
     Section 10.2   Incompetency . . . . . . . . . . . . . . . . . . . .   37
     Section 10.3   Missing Payees . . . . . . . . . . . . . . . . . . .   37
     Section 10.4   Non-Guarantee of Employment. . . . . . . . . . . . .   38
     Section 10.5   No Right to Trust. . . . . . . . . . . . . . . . . .   38
     Section 10.6   Non-Liability Provisions . . . . . . . . . . . . . .   38
     Section 10.7   Applicable Law . . . . . . . . . . . . . . . . . . .   38
     Section 10.8   Litigation by Participants . . . . . . . . . . . . .   39
     Section 10.9   Tax Releases . . . . . . . . . . . . . . . . . . . .   39

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     Section 10.10  Inspection of Records. . . . . . . . . . . . . . . .   39
     Section 10.11  Pronouns . . . . . . . . . . . . . . . . . . . . . .   39
     Section 10.12  Qualified Domestic Relations Order . . . . . . . . .   39
     Section 10.13  Uniformed Services Employment and Reemployment
                    Rights . . . . . . . . . . . . . . . . . . . . . . .   40

ARTICLE XI     AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . .   41
     Section 11.1   Amendments . . . . . . . . . . . . . . . . . . . . .   41

ARTICLE XII    TERMINATION . . . . . . . . . . . . . . . . . . . . . . .   42
     Section 12.1   Right to Terminate Plan. . . . . . . . . . . . . . .   42
     Section 12.2   Merger or Consolidation of Plan and Trust. . . . . .   42
     Section 12.3   Termination of Plan and Trust. . . . . . . . . . . .   42
     Section 12.4   Effect of Termination on Vesting . . . . . . . . . .   42

ARTICLE XIII   TOP HEAVY PLANS . . . . . . . . . . . . . . . . . . . . .   43
     Section 13.1   Top Heavy Plan Requirements. . . . . . . . . . . . .   43
     Section 13.2   Top Heavy Plan Definitions . . . . . . . . . . . . .   43
     Section 13.3   Right to Participate In Allocation of Company
                    Contributions. . . . . . . . . . . . . . . . . . . .   46
     Section 13.4   Minimum Company Contribution Allocation. . . . . . .   46

ARTICLE XIV    INVESTMENT OF ACCOUNTS. . . . . . . . . . . . . . . . . .   48
     Section 14.1   Investment Funds . . . . . . . . . . . . . . . . . .   48
     Section 14.2   Participant's Choice of Investment Funds . . . . . .   48



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                                     ARTICLE I

                                    INTRODUCTION

     SECTION 1.1    HISTORY OF THE PLAN.  Effective January 1, 1994, HA-LO
Industries, Inc. (the "Company") established the HA-LO Industries, Inc.
401(k) Savings Plan (the "Plan") for the benefit of its eligible employees.

     Effective July 1, 1996, Creative Concepts in Advertising, Inc. ("CCA")
established the CCA 401(k) Savings Plan (the "CCA Plan") for the benefit of
its eligible employees.

     Effective January 1, 1996 Market USA ("Market USA ") established the
Market USA 401(k) Retirement Plan (the "Market USA Plan") for the benefit of
its eligible employees.

     CCA and Market USA were acquired by the Company.

     Effective January 1, 1998, (the "Effective Date") the CCA Plan and the
Market USA Plan are merged into the Plan and the Plan is hereby amended and
restated in the form hereof.

     SECTION 1.2    FORMER PARTICIPANTS.  Except as otherwise specifically
provided herein or required by the Code, the provisions of this amended and
restated Plan relating to eligibility for participation, eligibility for
benefits, amount of benefits, manner of benefit payments and timing of
benefit payments shall only apply to an Employee who terminates employment on
or after the Effective Date.  An Employee who terminated employment prior to
the Effective Date shall have his eligibility for benefits, and the amount
and form of benefits, if any, determined in accordance with the provisions of
the Plan, the CCA Plan or the Market USA Plan, as applicable, in effect on
the date his employment terminated.

     SECTION 1.3    LEGAL REQUIREMENTS.  This Plan is intended to meet the
requirements for qualification under Section 401(a) of the Code.

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                                     ARTICLE II

                                     DEFINITIONS

     Unless otherwise required by the context, the following terms and
phrases as used in the Plan shall have the meanings set forth in this Article
II.

     SECTION 2.1    ACCOUNTS means the following Accounts which may be
maintained under this Plan for Participants, adjusted in each case for such
Account's share in the increase or decrease in the net worth of the Trust, as
provided in Article V:

     (a)  401(K) ACCOUNT means the separate Account, if any, maintained for
each Participant to which shall be credited such Participant's 401(k)
Contributions made pursuant to Section 4.3.

     (b)  MATCHING ACCOUNT means the separate Account, if any, maintained for
each Participant to which shall be credited such Participant's share of the
Company's Matching Contribution, if any, made pursuant to Section 4.2(b).

     (c)  PROFIT SHARING ACCOUNT means the separate Account maintained for
each Participant to which shall be credited such Participant's allocable
share of the Company's Profit Sharing Contributions, if any, made pursuant to
Section 4.2(a).

     (d)  ROLLOVER ACCOUNT means the separate Account, if any, maintained for
each Participant to which shall be credited such Participant's Rollover
Contribution, if any, made pursuant to Section 4.6.

     (e)  TRANSFER ACCOUNT means the separate Account, if any, maintained for
each Participant to which shall be credited any Transfers pursuant to Section
4.6(d).

     In addition, such other Accounts may be established and maintained as
the Plan Administrator may deem appropriate, such as, but not limited to,
segregated accounts, noninterest-bearing forfeiture accounts, and the like.

     SECTION 2.2    ACTUAL DEFERRAL PERCENTAGE means the percentage
determined by dividing the 401(k) Contributions and Matching Contributions
allocated to a Participant's 401(k) and Matching Account by the Participant's
Compensation.  A Participant's Actual Deferral Percentage will be determined
in accordance with the provisions of Code Section 414(q)(6) and Treasury
Regulation Section 1.401(k)-1.


                                       -2-

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     SECTION 2.3    BENEFICIARY.  Beneficiary is defined as follows:

     (a)  DEFINITION.  Beneficiary means any person or entity designated by a
Participant on a form provided by the Plan Administrator to receive benefits
payable, as a result of the Participant's participation in the Plan, upon the
Participant's death.

     (b)  SPECIAL RULE FOR MARRIED PARTICIPANTS.  Each married Participant
will be deemed to have selected his Spouse as his Beneficiary unless the
Participant's Spouse has given written notarized consent on a form provided
by the Plan Administrator.  Spousal consent will not be required if the
Participant states on the applicable form provided for that purpose by the
Plan Administrator and notarized that:

             (i)    the Participant is able to establish to the satisfaction of
     the Plan Administrator that he has no Spouse; or

            (ii)    the Participant's Spouse cannot be located; or

           (iii)    there are other circumstances under which consent of the
     Spouse is not required in accordance with applicable U.S. Treasury or
     Department of Labor Regulations.

     (c)  SPECIAL RULE IF NO DESIGNATION IN EFFECT.  If no valid designation
is in effect upon the death of the Participant or if the designated
Beneficiary has predeceased the Participant, the Beneficiary shall be the
person or persons who shall survive the Participant in the first of the
following classes of preferences:

             (i)         the Participant's Spouse;

            (ii)    his children, in equal shares, and their descendants, PER
     STIRPES; or

           (iii)    his estate.

     SECTION 2.4    BREAK IN SERVICE means a Plan Year during which a
Participant fails to complete more than 500 Hours of Service.  In the case of
each Employee who is absent from work for any period pursuant to an
authorized leave of absence due to the pregnancy of the Employee, the birth
of a child of the Employee, the placement of a child with the Employee in
connection with the adoption of such child by such Employee, or for the
purpose of caring for such child for a period beginning immediately following
such birth or placement, the Plan shall treat as Hours of Service, solely for
purposes of determining whether a Break in Service has occurred, the
following Hours of Service:

                                       -3-

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     (a)  the Hours of Service which otherwise would normally have been
credited to such Employee but for such absence; or

     (b)  in any case in which the Plan is unable to determine the hours in
subsection (a), 8 Hours of Service per day of such absence;

provided that the total number of hours treated as Hours of Service by reason
of such pregnancy, birth or placement shall not exceed 501 hours.  Credit for
such hours shall be given in the computation period only in which the absence
from work begins if a Participant would be prevented from incurring a Break
in Service in such computation period solely because the period of absence is
treated as Hours of Service, or in any other case, in the immediately
following computation period.

     SECTION 2.5    CODE means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.  Reference to any section of the
Code includes any successor provision thereto.

     SECTION 2.6    COMPANY means HA-LO Industries, Inc. and any corporation
with which the Company shall be merged or consolidated, or any corporation
resulting in any manner from a reorganization of the Company, or any
individual, firm or corporation which shall assume the obligations of the
Company with respect to the Plan.

     SECTION 2.7    COMPENSATION means for any period the base salary and
wages for regular hours worked paid by the Company or any Related Entity for
services rendered as an employee and the amount of any Company contribution
pursuant to a salary reduction agreement which is not includable in the gross
income of the Participant under Code Section 125, 402(e)(3), 402(h) or
403(b).  Compensation, however, shall not include the Participant's share in
any Profit Sharing or Matching Contributions under the Plan or to any other
employee benefit or insurance program, bonuses or overtime pay.  For all
purposes of the Plan, Compensation in excess of the applicable dollar
limitation contained in Code Section 401(a)(17), as may be adjusted by the
Secretary of the Treasury for cost-of-living increases, shall be disregarded
for each Plan Year.  The Compensation of a Participant who becomes eligible
to participate at any time other than the first day of a Plan Year shall
include only his Compensation paid to him while a Participant in the Plan.


                                       -4-

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     SECTION 2.8  DISABILITY means a medically determinable physical or
mental incapacity, which is expected to result in death or to last for a
continuous period of not less than twelve (12) months and which renders him
incapable of performing his duties for his Employer.  Disability of a
Participant shall be determined by the Plan Administrator in accordance with
uniform principles consistently applied upon the basis of the opinion of a
physician it selects and such other evidence as the Plan Administrator deems
necessary.

     SECTION 2.9    EFFECTIVE DATE means January 1, 1998, except as otherwise
provided herein.

     SECTION 2.10   EMPLOYEE means a person who is an employee of the Company
or Related Entity which has adopted the Plan, exclusive of (i) independent
contractors, (ii) any employee the terms of whose employment are governed by
the provisions of a collective bargaining agreement with respect to which
retirement benefits were the subject of good faith negotiations unless such
agreement specifically provides for his coverage hereunder, and (iii)
non-resident aliens with no U.S. source income.  The term "Employee" shall
also include any leased employee if required by Section 414(n) of the Code.

     SECTION 2.11   EARLY RETIREMENT DATE means the date on which the
Participant attains age 55 and completes five Years of Service.

     SECTION 2.12   ERISA means the Employee Retirement Income Security Act
of 1974, as amended.

     SECTION 2.13   FORFEITING BREAK IN SERVICE means five consecutive one
year Breaks in Service.

     SECTION 2.14   FORFEITURE means the portion of a Participant's Accounts
which is not vested in accordance with Section 6.5 based on his Years of
Service as of the date of his termination of employment with the Company and
any and all Related Entities; provided that no such Forfeiture shall be
deemed to occur before the earlier of the date such Participant receives a
distribution of the entire value of his vested Accounts or the date such
Participant incurs a Forfeiting Break in Service.

     SECTION 2.15   HIGHLY COMPENSATED EMPLOYEE means each employee who:

     (a)  was at any time a 5% or more owner of any Related Entity at any
time during the calendar year or the preceding calendar year; or

     (b)  received Compensation from any Related Entity in excess of $80,000
for the preceding calendar year and was in the top-paid group of Employees
for such preceding year.

                                       -5-

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     The determination of whether an individual is a Highly Compensated
Employee will be made in accordance with the provisions of Code Section
414(q) and the regulations issued thereunder.  The dollar figures set forth
in subsection (b) above shall be adjusted for cost-of-living increases at the
same time and in the same manner as under Code Section 415(d).  Each Highly
Compensated Employee is a member of the "Highly Compensated Group".

     SECTION 2.16   HOURS OF SERVICE for any period means the sum of (a), (b)
and (c) below to the extent it does not result in crediting Hours of Service
more than once for these purposes with respect to such period:

     (a)  hours for which an Employee is directly or indirectly paid, or
entitled to payment, by a Related Entity for the performance of duties in his
capacity as an Employee (an hour for which any overtime or other premium pay
is received shall be counted as 1 hour);

     (b)  hours for which an Employee is directly or indirectly paid, or
entitled to payment, by a Related Entity for reasons other than the
performance of duties (irrespective of whether the employment relationship
has terminated) such as vacation, holiday, illness, incapacity (including
disability), jury duty, military duty or leave of absence provided that:

          (i)  no more than 501 Hours of Service shall be credited to an
     Employee on account of any single continuous period during which the
     Employee performs no duties (whether or not such period occurs in a single
     Plan Year);

        (ii)   no credit shall be allowed for any payment paid or due to an
     Employee pursuant to any plan or program solely for the purpose of
     compliance with any workers' compensation or employment compensation or
     disability insurance laws;

       (iii)   no Hour of Service shall be credited for any payment which solely
     reimburses an Employee for medical or medically related expenses; and

        (iv)   Hours of Service to be credited under this Section shall be
     determined in accordance with the provisions of the Plan and, to the extent
     applicable, Sections 2530.200b-2(b) and (c) of the U.S. Department of Labor
     Regulations; and

     (c)  hours for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to for an Employee by a Related Entity, such hours to
be credited for the period to which they relate and determined in accordance
with the provisions of the Plan and, to the extent applicable, Sections
2530.200b-2(b) and (c) of the U.S. Department of Labor Regulations.

                                       -6-

<PAGE>

For salaried employees who are exempt for purposes of the Fair Labor
Standards Act ("FLSA"), Hours of Service shall be determined on the basis of
a semi-monthly payroll.  An employee shall be credited with 95 hours
semi-monthly if under Section 2.17 such employee would be credited with at
least one Hour of Service during such period to the extent it does not result
in crediting Hours of Service more than once with respect to any period.  For
all employees who are nonexempt under the FLSA, Hours of Service shall be
determined on the basis of actual hours for which an employee is paid or
entitled to payment.

     SECTION 2.17   INVESTMENT FUND means the investment funds that are
approved by the Plan Administrator for investment of Participant's Accounts
under Article XIV.

     SECTION 2.18   NON-HIGHLY COMPENSATED EMPLOYEE means each employee of a
Related Entity who is not a Highly Compensated Employee as determined under
Code Section 414(q) and Treasury Regulations Sections 1.401(k)-1 and
1.401(m)-1. Each Non-Highly Compensated Employee is a member of the
"Non-Highly Compensated Group".

     SECTION 2.19   NORMAL RETIREMENT DATE means the date the Participant
attains age 65.

     SECTION 2.20   PARTICIPANT means an Employee or former Employee who is
or has been a Participant in the Plan pursuant to Article III hereof.  All
Participants shall be further classified as Active Participants, Inactive
Participants and Former Participants as provided in Article III.

     SECTION 2.21   PLAN means this profit sharing plan as set forth in this
document, as amended from time to time.

     SECTION 2.22   PLAN ADMINISTRATOR means the Company or the committee
appointed by the Company to administer the Plan.

     SECTION 2.23   PLAN YEAR means the twelve consecutive month period
commencing each January 1 and ending December 31.

     SECTION 2.24   QUALIFIED DOMESTIC RELATIONS ORDER means any judgment,
decree, or order (including approval of a property settlement agreement)
which:

     (a)  relates to the provision of child support, alimony payments, or
marital property rights to a spouse, child or other dependent of a
Participant,

     (b)  is made pursuant to a state domestic relations law (including a
community property law),

                                       -7-

<PAGE>

     (c)  creates or recognizes the existence of an Alternate Payee's right
to, or assigns to an Alternate Payee the right to, receive all or a portion
of the benefits payable with respect to the Participant,

     (d)  clearly specifies the name and last known mailing address, if any,
of the Participant and the name and mailing address of each Alternate Payee
covered by the order, the amount and percentage of the Participant's benefits
to be paid by the Plan to each Alternate Payee, or the manner in which such
amount or percentage is to be determined, the number of payments or period to
which order applies and each plan to which such order applies, and

     (e)  does not require the Plan to provide (1) any form or type of
benefit, or any option, not otherwise provided under the Plan, (2) increased
benefits, or (3) benefits to an Alternate Payee which are required to be paid
to another payee under another order previously determined by the Plan
Administrator to be a Qualified Domestic Relations Order.

The term "Alternate Payee" means any spouse, former spouse, child or other
dependent of a Participant who is recognized by a Qualified Domestic
Relations Order as having a right to receive all, or a portion of, the
benefits payable under the Plan with respect to the Participant.

     SECTION 2.25   QUARTERLY DATE mean each January 1, April 1, July 1 and
October 1.

     SECTION 2.26   RELATED ENTITY means (a) the Company or (b) any
corporation, firm or other enterprise on or after the date that such
corporation or business is, along with the Company, a member of a controlled
group of corporations as defined in Section 414(b) of the Code or a member of
a group of trades or businesses under common control as defined in Section
414(c) of the Code, a member of an affiliated service group as defined in
Section 414(m) of the Code, or an entity which is required to be aggregated
pursuant to regulations under Code Section 414(o).

     SECTION 2.27   SPOUSE means the individual to whom, under the laws of
the Participant's domicile, a Participant is legally married as of the later
of the date of which the first payment of his Plan benefit is to be made or
the date of his death.  A former Spouse shall be treated as a Spouse to the
extent provided under a Qualified Domestic Relations Order.

     SECTION 2.28   TRANSFER means a transfer of benefits from another tax
qualified retirement plan for the benefit of a Participant received by this
Plan in a trustee to trustee transfer pursuant to Section 4.6(e).

                                       -8-

<PAGE>

     SECTION 2.29  TRUST means the "HA-LO Industries, Inc. 401(k) Savings Plan
Trust", the trust established to hold and invest the assets accumulated under
the Plan, which is maintained in accordance with the terms of the Plan and the
Trust Agreement.

     SECTION 2.30   TRUST AGREEMENT means any one or more trust agreements
entered into between the Company and the Trustee to carry out the purposes of
the Plan, which trust agreements shall constitute a part of the Plan.

     SECTION 2.31   TRUST FUND means the trust fund of all property held by
the Trustee on the Effective Date and all property thereafter from time to
time contributed or delivered to the Trustee pursuant to this Plan and the
Trust Agreement, all property received in exchange therefor or in addition
thereto, and all income and proceeds therefrom, exclusive of distributions
thereof.

     SECTION 2.32   TRUSTEE means the Trustee named in the Trust Agreement or
any individual or corporate fiduciary duly appointed successors functioning
in that capacity in accordance with the Trust.

     SECTION 2.33   VALUATION DATE means the last day of each calendar
quarter and such other times as the Plan Administrator may direct.
Notwithstanding any other provision of the Plan, to the extent that
Participants' Accounts are invested in mutual funds or other assets for which
more frequent pricing is available ("Frequent Pricing Media"), all amounts
contributed to the Trust Fund will be invested at the time of their actual
receipt by the Frequent Pricing Media, and the balance of each Account shall
reflect the results of such daily pricing from the time of actual receipt
until the time of distribution. References elsewhere in the Plan to the
investment of contributions "as of" a date other than that described in this
Section 2.34 shall apply only to the extent, if any, that assets of the Trust
are not invested in Frequent Pricing Media.

     SECTION 2.34   YEAR OF ELIGIBILITY SERVICE.  Year of Eligibility Service
with respect to an Employee shall mean a consecutive twelve month period
ending on the first anniversary of the Employee's date of hire and each Plan
Year commencing with or after the Plan Year in which falls the first
anniversary of the Employee's date of hire during which the Employee
completes at least 1,000 Hours with a Related Entity.  An Employee who
completes at least 1,000 Hours with a Related Entity in both the consecutive
twelve month period ending on the first anniversary of the Employee's date of
hire and the Plan Year commencing with the Plan Year in which falls the first
anniversary of the Employee's date of hire will be credited with two Years of
Eligibility Service.

     SECTION 2.35   YEAR OF SERVICE.  Year of Service with respect to an
Employee shall mean any Plan Year during which such Employee

                                       -9-

<PAGE>

completes at least 1,000 Hours with a Related Entity, subject to the
following rules:

     (a)  Plan Years following a Forfeiting Break in Service shall be
disregarded for purposes of determining the Participant's vested percentage
of his Profit Sharing Account prior to the Forfeiting Break in Service.

     (b)  In the case of a Participant who is entitled to no vested
percentage of his Profit Sharing Account at the time he incurs a Forfeiting
Break in Service, Plan Years prior to such Forfeiting Break in Service shall
be disregarded in calculating the number of the Participant's Years of
Service for purposes of determining the vested percentage of his Accounts
attributable to Company contributions after such Forfeiting Break in Service
if the number of the Participant's consecutive one year Breaks in Service
equals or exceeds the number of the Participant's Years of Service prior to
the Forfeiting Break in Service.

     (c)  Service with CCA and Market USA shall be counted.


                                       -10-

<PAGE>

                                  ARTICLE III

                            ELIGIBILITY AND PARTICIPATION

     SECTION 3.1    ACTIVE PARTICIPANT ELIGIBILITY REQUIREMENTS.  Each
Participant in the Plan, the CCA Plan or the Market USA Plan immediately
prior to the Effective Date shall continue to be a Participant in the Plan on
and after the Effective Date subject to the limitations of the Plan.  Each
Employee hired after the Effective Date shall become an Active Participant on
the January 1 or July 1 ("Entry Date") on or following the date he attains
age 21 and completes one Year of Eligibility Service, provided he is still an
Employee on such date.  Each Employee of the Company or CCA hired prior to
the Effective Date who had not yet satisfied the requirements for
participation in the Plan or the CCA Plan shall become an Active Participant
on the first Entry Date on or following the date he attains age 21 and
completes three months of service with a Related Entity. Each Employee of
Market USA hired prior to the Effective Date who had not yet satisfied the
requirements for participation in the Market USA Plan shall become an Active
Participant on the first Entry Date on or following the date he attains age
21 and completes one Year of Eligibility Service.

     SECTION 3.2    INACTIVE PARTICIPANT.  An Active Participant, who ceases
to be an Employee but who remains an employee of the Company or a Related
Entity, shall automatically become an Inactive Participant as of the date he
ceases to be an Employee.  An Inactive Participant shall continue to be
treated the same as an Active Participant in every respect except that no
Company contributions shall be allocated to his Accounts, with the exception
of those to which he may be entitled for the Plan Year in which he ceases to
be an Active Participant as required by Section 4.2.  In addition, an
Inactive Participant shall not be permitted to make any 401(k) Contributions
unless and until he again becomes an Active Participant.

     SECTION 3.3    FORMER PARTICIPANT ELIGIBILITY REQUIREMENTS.  An Active
Participant or an Inactive Participant shall automatically become a Former
Participant as of the date he is no longer an Employee of the Company or any
Related Entity.

     SECTION 3.4    EFFECT OF REEMPLOYMENT ON PARTICIPATION.

     (a)  A Former Participant who is reemployed as an Employee prior to
incurring a Break in Service shall resume participation in the Plan on the
date he is reemployed as an Employee.  As of the date he again becomes an
Active Participant, such Participant's Years of Service as of the date of his
prior change in status shall be restored for all purposes under the Plan.

                                       -11-

<PAGE>

     (b)  A Former Participant who is reemployed as an Employee after having
incurred a Break in Service shall be eligible to resume participation in the
Plan on the date he is reemployed as an Employee.  As of the date he again
becomes an Active Participant, such Participant's Years of Service as of the
date of his prior change in status shall be restored for all purposes under the
Plan with respect to future Company contributions allocable to him, provided:

             (i)    such Participant's vesting percentage determined under
     Section 6.5 is more than 0%; or

            (ii)    the number of his consecutive one year Breaks in Service is
     less than the greater of five years or his aggregate Years of Service
     before such break.

     (c)  In the event subsection (b) above is inapplicable, a Former
Participant who is reemployed as an Employee after having incurred a Break in
Service shall be eligible to resume participation in the Plan as provided in
Section 3.1.  As of the date he again becomes an Active Participant, such
Participant's Years of Service as of the date of his prior change in status
shall not be restored.

     (d)  If a Former Participant had no vested interest in his Profit Sharing
Accounts at the time of termination of employment and if such Participant is
reemployed as an Employee and resumes participation without incurring a
Forfeiting Break in Service, then the nonvested portion of his Profit Sharing
shall be restored.

     (e)  In the case of a partially vested Former Participant whose employment
with the Company terminates but who is reemployed by the Company prior to
incurring a Forfeiting Break in Service, and who has received a distribution
from the Plan, the amount of such Participant's then current Account balance
which is nonforfeitable shall be computed as follows:

          (i) The amount of any distribution from the Participant's Accounts
     made to such Participant as the result of his termination of employment
     shall be added to the then current balance in his Accounts (computed after
     having deducted any prior distribution).

          (ii) The amount computed in (i) above shall be multiplied by the
     applicable vested percentage, as computed in accordance with Section 6.5.

          (iii) The amount of any prior distribution shall be subtracted from
     the amount computed in (ii) above.


                                       -12-

<PAGE>


          (iv) The sum so determined in (iii) above shall be the Participant's
     then current Account balance which is nonforfeitable.

     SECTION 3.5    COMMENCEMENT.  Each Employee who is or can be anticipated to
become an Active Participant as provided in Section 3.1, as applicable, shall be
responsible for completing such forms and furnishing such other information as
is required by the Plan Administrator.


                                       -13-

<PAGE>

                                      ARTICLE IV

                              CONTRIBUTIONS AND EXPENSES

     SECTION 4.1    CONTRIBUTIONS IN GENERAL.  Contributions are to be made
hereto by the Company and may be made by the Participant as herein provided.
The Trustee shall have no duty to require any contributions to be made to it
or to determine whether contributions delivered to it hereunder comply with
the provisions of this Plan or any resolutions, rules, regulations or
policies of the Company providing for such contributions.  In no event shall
the Company contributions for any Plan Year exceed the amount deductible for
such Plan Year under Section 404 of the Code.

     SECTION 4.2    COMPANY CONTRIBUTIONS.

     (a)  PROFIT SHARING CONTRIBUTIONS.  For each Plan Year the Company may
contribute to the Trust on behalf of each Participant who is eligible (as
provided in subsection (c)) such amount or amounts, if any, as the Company
may, in its sole and absolute discretion, determine.  All Profit Sharing
Contributions shall be made in cash either in a single payment or in
installments not later than the time prescribed by law for filing the
Company's federal income tax return for the Plan Year (including any
extensions thereof).

     (b)  MATCHING CONTRIBUTIONS.  For each Plan Year the Company may
contribute on behalf of each eligible Participant a Matching Contribution
equal to such amount as determined at the sole discretion of the Company.
All Matching Contributions shall be made in cash either in a single payment
or in installments not later than the time prescribed by law for filing the
Company's federal income tax return for the Plan Year (including any
extensions thereof).

     (c)  ALLOCATION OF PROFIT SHARING CONTRIBUTIONS.  As of the last day of
each Plan Year, there shall be allocated to the Profit Sharing Account of
each Participant who (i) completed a Year of Service in and who was an
Employee on the last day of such Plan Year, or (ii) terminated employment
during the Plan Year on or after his Early Retirement Date, Normal Retirement
Date, Disability or death, his share of the aggregate of the Profit Sharing
Contributions, if any, based on the proportion that each such Participant's
Compensation received for such Plan Year bears to the total of all such
Participants' Compensation received for such Plan Year.

     (d)  ALLOCATION OF MATCHING CONTRIBUTIONS.  As of the last day of each
Plan Year, there shall be allocated to the Matching Account of each
Participant who (i) completed a Year of Service in and who was an Employee on
the last day of such Plan Year, or (ii) terminated employment during the Plan
Year on or after his Early Retirement Date, Normal Retirement Date,
Disability or death, his share of the aggregate of the Matching Contributions
if any,


                                       -14-

<PAGE>


arising during such Plan Year based on the proportion that each such
Participant's 401(k) Contributions for such Plan Year bears to the total of
all such Participants' 401(k) Contributions for such Plan Year.

     (e)  DISPOSITION OF FORFEITURES.  Forfeitures that occur during the Plan
Year shall first be used to the extent necessary to restore a Participant's
Accounts as provided in Section 3.4(d).  Any remaining Forfeitures shall in
the discretion of the Plan Administrator be used either to (i) reduce the
Matching Contributions for the Plan Year in which such Forfeiture arises and
allocated among eligible Participants as provided in subsection (d), or (ii)
pay expenses of the Plan and Trust.

     (f)  IRREVOCABILITY OF COMPANY CONTRIBUTION.  Except as provided in the
following sentence, no contributions to the Trust and no part of the corpus
or income of the Trust shall revert to the Company or shall be used for or
diverted to any purpose other than for the exclusive benefit of persons
covered by the Plan.  Notwithstanding the immediately preceding sentence or
any other provisions of this Plan and Trust to the contrary, all
contributions made by the Company to the Plan are conditioned upon the
deductibility of such contributions under Section 404 of the Code.  To the
extent a contribution is disallowed as a deduction under Section 404 of the
Code, the Trustee shall return such contribution to the Company within one
year from the date of disallowance of the deduction.  In addition, to the
extent any contributions made by the Company to the Plan are made to the Plan
as a result of a mistake in fact, the Trustee shall return such contributions
to the Company within one year after the date the error is discovered by the
Company.

     SECTION 4.3    401(K) CONTRIBUTIONS.

     (a)  TYPES AND AMOUNTS.  Each Employee who is an Active Participant and
who enters into a payroll reduction agreement (as provided in Section 4.3(b))
shall be eligible to contribute by payroll reduction a 401(k) Contribution
equal to a certain designated whole percentage of not less than 1% and not
more than 15% of his Compensation in each pay period based on the
Participant's signed payroll reduction authorization form or such other
authorization acceptable to the Plan Administrator.  Such amount shall be
deducted from his pay for each pay period such agreement is in effect.  In no
event shall the aggregate contributions made by a Participant under this
Section 4.3(a) for a calendar year exceed the annual limit under Code Section
402(g) as adjusted by the Secretary of the Treasury for that calendar year.

     (b)  COMMENCEMENT OF CONTRIBUTIONS.  Each Employee who is or can be
anticipated to become an Active Participant and who desires to make 401(k)
Contributions from his Compensation while an Active Participant shall, prior
to the Quarterly Date as of which he is eligible and desires to commence
making such 401(k) Contributions,


                                       -15-

<PAGE>


complete such payroll deduction or reduction authorization forms or
procedures and furnish such other information in the form and within the time
as is required by the Plan Administrator.  Such authorization shall operate
on a Plan Year basis subject to the provisions of subsection (c).  If an
Active Participant who is eligible to make such 401(k) Contributions declines
to make contributions or fails to supply all information required on a timely
basis, his right to have payroll reductions shall be preserved as of any
succeeding Quarterly Date provided he is then an Active Participant.  Such
payroll reductions shall commence as of the first payroll period following
the Quarterly Date as of which the Participant has elected commencement.

     (c)  CHANGES AND DISCONTINUANCE OF CONTRIBUTIONS.

          (i)  An Active Participant may increase, or decrease his 401(k)
     Contributions as of the first day of the payroll period coincident with or
     next following a Quarterly Date in the frequency and manner determined by
     the Plan Administrator. An Active Participant may completely discontinue
     his 401(k) Contributions at any time by notifying the Plan Administrator in
     such manner as may be required by the Plan Administrator.  A Participant
     who has discontinued such 401(k) Contributions may recommence them as of
     the first payroll period coincident with or next following a Quarterly
     Date, provided he then is an Active Participant and satisfies the
     requirements of subsection (b).

        (ii)  The foregoing notwithstanding, the 401(k) Contributions shall
     cease automatically as of the last day of the pay period which coincides
     with or immediately precedes the date upon which the Active Participant
     ceases to be an Active Participant.

     (d)  PAYMENT TO TRUSTEE.  An Active Participant's 401(k) Contributions made
by payroll reduction shall be paid to the Trustee as soon as practicable after
the end of each payroll period and in no event more than 15 business days after
the end of such month.

     (e)  RETURN OF EXCESS PARTICIPANT CONTRIBUTIONS.  If a Participant makes
contributions to this Plan and any other cash or deferred arrangement for a
calendar year which exceed the limit under Code Section 402(g) for such year,
the Participant shall notify the Plan Administrator of the amount of excess
contributions to this Plan by the March 1 of the next calendar year.  The amount
of such excess contributions (and any earnings or losses attributable to such
excess for the Plan Year) shall be distributed to the Participant by the
April 15 of the next calendar year in which the excess contribution is made.
For this purpose, if a Participant has made excess contributions to this Plan
(without regard to any other Plan), the Participant shall be deemed to have
given the notice referred to above and the excess contributions


                                       -16-

<PAGE>


(and earnings or losses attributable to such excess) shall be distributed to
the Participant by such April 15.

     (f)  ALLOCATION OF 401(K) CONTRIBUTIONS.  Each Active Participant's
401(k) Contributions shall be credited to his 401(k) Account in accordance
with Article V.

     (g)  VESTING OF 401(K) ACCOUNT.  A Participant shall always be 100%
nonforfeitably vested in his 401(k) Account.

     SECTION 4.4    LIMITATION ON ALLOCATIONS.

     (a)  BASIC LIMITATION ON ALLOCATIONS TO PARTICIPANTS.  Notwithstanding
anything to the contrary contained in this Plan, there shall not be allocated
to the Accounts of any Participant for any Limitation Year an amount which
would cause his Annual Addition to exceed the lesser of:

          (i)  $30,000; or

        (ii)   25% of the Total Compensation received by the Participant for
     such Limitation Year.

          If the Annual Addition for a Participant exceeds either of the
     foregoing limitations, the Plan Administrator shall, to the extent
     necessary to eliminate such excess (and in the following order):

               (1)  refund or refuse to accept any part or all of the
          Participant's 401(k) Contributions to be allocated to his 401(k)
          Account in the Limitation Year which are ineligible for a Matching
          Contribution under Section 4.2(b);

               (2)  refund or refuse to accept any part or all of the
          Participant's 401(k) Contributions to be allocated to his 401(k)
          Account in the Limitation Year which are eligible for a Matching
          Contribution under Section 4.2(b), and reduce the corresponding
          Matching Contribution related thereto;

               (3)  reduce the Company's Profit Sharing Contributions which
          otherwise would be allocable to the Profit Sharing Account of the
          Participant for the Limitation Year in the absence of the limit of
          this Section;

               (4)  retain any excess amount not allocated in accordance with
          this subsection 4.4(a) in the Trust (adjusted for its pro rata share
          of income, gains and losses) until the next succeeding December 31 at
          which time it shall be treated as if it were the Company's advance
          contribution for the Plan Year ending on that


                                       -17-


<PAGE>

          December 31 to the type of Account to which it otherwise would have
          been credited.

     (b)  SPECIAL DEFINITIONS.

          (i)  LIMITATION YEAR.  For the purposes of this Plan, the Limitation
     Year shall be the Plan Year.

         (ii)  ANNUAL ADDITION.  Annual Addition means, with respect to any
     Limitation Year, the sum of:

               (1)  all contributions allocable to the Participant under this
          Plan and under all other defined contribution plans maintained by the
          Company and those Related Entities whose plans are required to be
          aggregated pursuant to those provisions of federal law pertaining to
          the maximum annual additions to individual accounts in tax qualified
          defined contribution plans;

               (2)  Forfeitures allocable to the Participant under such plans,
          if any; and

               (3)  amounts allocated to an individual medical account, as
          defined in Section 415(l)(2) of the Code which is part of a defined
          benefit pension plan maintained by the Company or a Related Entity.

        (iii)  TOTAL COMPENSATION.  For the purpose of determining the maximum
     allocation permitted by Sections 4.4(a) (and notwithstanding the definition
     of Compensation used elsewhere in this Plan), Total Compensation shall
     mean, with respect to any Limitation Year, the Participant's wages,
     salaries for professional services and other amounts paid for personal
     services actually rendered (including, but not limited to, commissions paid
     salesmen, compensation for services on the basis of percentage of profits,
     commissions on insurance premiums, tips and bonuses).  Total Compensation
     does not include deferred compensation, stock options and other
     distributions which receive special tax benefits; provided, however, that
     effective January 1, 1998 Total Compensation shall include any 401(k)
     Contributions to this Plan and any amounts not included in the
     Participant's gross income by reason of Code Section 125.

     SECTION 4.5    LIMITATION ON 401(K) CONTRIBUTIONS.  Each Plan Year, the
Plan must satisfy the requirements of this Section. The Plan Administrator
shall determine if the requirements of this Section are satisfied pursuant to
Treasury Regulation Section 1.401(k)-1, the provisions of which are
incorporated by this reference.

                                       -18-

<PAGE>

     (a)  ACTUAL DEFERRAL PERCENTAGE TEST.  For each Plan Year, the amount of
401(k) Contributions and Matching Contributions made to the Plan shall
satisfy one of the following tests:

          (i)  the Actual Deferral Percentage for the Highly Compensated Group
     for the Plan Year is not more than the Actual Deferral Percentage of the
     Non-Highly Compensated Group for the preceding Plan Year multiplied by
     1.25; or

         (ii)  the excess of the Actual Deferral Percentage for the Highly
     Compensated Group for the Plan Year over that of the Non-Highly Compensated
     Group for the preceding Plan Year is not more than two percentage points
     and the Actual Deferral Percentage for the Highly Compensated Group for the
     Plan Year is not more than the Actual Deferral Percentage of the Non-Highly
     Compensated Group for the preceding Plan Year multiplied by 2.

     (b)  ACTUAL DEFERRAL PERCENTAGE.  The Actual Deferral Percentage for the
Highly Compensated Group or the Non-Highly Compensated Group for a Plan Year
is the average of the Actual Deferral Percentage of each Participant in such
group.

     (c)  ADJUSTMENTS TO MEET THE ACTUAL DEFERRAL PERCENTAGE TEST.
          (i) If an Excess Contribution is made during a Plan Year by a Highly
     Compensated Employee, the Plan Administrator shall, before the last day of
     the following Plan Year, distribute the amount of the Excess Contribution
     for such Plan Year (and any income or loss attributable thereto for the
     Plan Year).  401(k) Contributions on which Matching Contributions under
     Section 4.2(b) are not made will be first distributed as Excess
     Contributions prior to distribution of 401(k) Contributions on which
     Matching Contributions are made.  An "Excess Contribution" for any Plan
     Year is the excess of the amount of 401(k) Contributions and Matching
     Contributions actually paid over to the Trust on behalf of a Highly
     Compensated Employee for such Plan Year over the maximum amount of such
     contributions permitted by the limitation of this Section.  Distribution of
     Excess Contributions for any Plan Year shall be made on the basis of the
     amount of 401(k) Contributions made by and Matching Contributions made on
     behalf of such Highly Compensated Employees.

         (ii) Any Matching Contribution which relates to a Participant's Excess
     Contribution for such Plan Year or otherwise distributable under the terms
     of the Plan may be forfeited in accordance with Sections 401(k)(8)(E) and
     411(a)(3)(G) of the Code.  Forfeitures of Matching Contributions that occur
     during the Plan Year pursuant to this Section 4.5(c)(ii) shall be treated
     in one or more of the following ways: (A) included in, reduce and be
     considered part

                                          -19-

<PAGE>

     of the Company's Matching Contribution for Participants in the Non-Highly
     Compensated Group for the Plan Year in which such forfeiture arises,
     (B) held in a suspense account and applied toward the Company's
     Matching Contribution for subsequent Plan Years or (C) used to pay the
     reasonable expenses of the Plan.

          (iii) The Company in its sole discretion may make qualified non-
     elective contributions (as defined in Treasury Regulation
     Section 1.401(k)-1(g)(13)(ii)) to correct any Excess Contributions
     as permitted by Treasury Regulation Section 1.401(k)-1(f)(1).

          (iv) Distribution of Excess Contributions under this Section will not
     require the consent of the Participant or his Spouse and will not violate
     any outstanding Qualified Domestic Relations Order.

          (v)  The Plan Administrator, in its sole discretion during the Plan
     Year may limit the amount of 401(k) Contributions made by Highly
     Compensated Employees in order to meet the requirements of this Section
     4.5.

     (d)  COORDINATION WITH SECTION 4.3.  The amount of Excess Contributions
will be determined after the maximum deferrals under Section 4.3(a) and
returning any such excess deferrals.

     (e)  AGGREGATION.  If two or more plans which include cash or deferred
arrangements are aggregated for purposes of Code Section 410(b) or 401(a)(4),
the cash or deferred arrangements included in such plans shall be treated as
one arrangement for purposes of this Section 4.5.  If any Highly Compensated
Employee is simultaneously an active participant under two or more cash or
deferred arrangements of Related Entities, for purposes of determining the
Actual Deferral Percentage with respect to such employee, all such cash or
deferred arrangements shall be treated as one arrangement for purpose of this
Section 4.5.

     SECTION 4.6    ROLLOVER CONTRIBUTIONS AND TRANSFERS.

          (a) Rollover Contribution means any rollover amount or rollover
     contribution which qualifies as an "eligible rollover distribution" as
     described in Code Section 402(c)(4).

          (b)  An Employee, whether or not a Participant, may file a request in
     writing with the Plan Administrator to accept his Rollover Contribution.
     The Plan Administrator, in accordance with a uniform and nondiscriminatory
     policy, shall determine whether or not such Rollover Contribution shall be
     accepted.  Any such request shall state the amount of the Rollover
     Contribution, the nature of the property constituting the Rollover
     Contribution, and include a statement that such contribution qualifies as a
     Rollover Contribution as defined

                                      -20-

<PAGE>

     in this Section.  In addition, the Plan Administrator may require the
     Participant to submit such other evidence and documentation as the Plan
     Administrator, in the Plan Administrator's sole discretion, determines
     necessary to insure that the contribution qualifies as a Rollover
     Contribution.

          (c)  The Employee shall at all times have a nonforfeitable right in
     100% of his Rollover Account.

          (d)  If a qualified plan and exempt trust (under Code Sections 401(a)
     and 501(a), respectively) established by an employer other than the Company
     permits the transfer of the benefit of an Employee previously employed by
     such employer to be delivered from such trust to this Plan and Trust, the
     Plan Administrator, upon the written request of the Participant, may accept
     such transfer.  However, effective January 1, 1998, a Employee may not make
     a transfer of any assets which are subject to any "protected benefits"
     described in Code Section 411(d)(6) which protected benefits are not
     already provided for or contained in the Plan, or have not been waived.
     Such transfer shall be treated as a Transfer for all purposes of the Plan
     and Trust.  Any amounts transferred to the CCA Plan, Market USA Plan and
     the Plan prior to January 1, 1998 and held in a Transfer Account shall have
     the rights to any protected benefits not otherwise provided for or
     contained in this Plan.

          (e)  An Employee who has not yet become a Participant in the Plan and
     who makes a Rollover Contribution or Transfer under paragraph (d) shall be
     treated as a Participant in the Plan only with respect to amounts credited
     to his Rollover Account and Transfer Account, and shall not have any other
     rights as a Participant unless and until the satisfies the requirements for
     participation under Section 3.1.

                                          -21-

<PAGE>

                                      ARTICLE V

                                       ACCOUNTS

     SECTION 5.1    ACCOUNT VALUES.  As of each Valuation Date, the value of
each of a Participant's Accounts shall be determined as follows:

     (a)  PROFIT SHARING AND MATCHING ACCOUNTS:

          (i) the value of such Account as of the last preceding Valuation Date;

         (ii) minus the amount of any distributions made from such Account
     since the last preceding Valuation Date;

        (iii) minus the amount, if any, which became a Forfeiture from such
     Account since the last preceding Valuation Date;

         (iv) plus the amount of a previous Forfeiture which is required to be
     restored to such Account during such period as provided in Section 3.4(d);

          (v) plus or minus such Account's share of the net income, loss,
     appreciation and/or depreciation in the value of that portion of the Trust
     allocable to such Accounts since the last preceding Valuation Date in
     accordance with Section 5.2; and

         (vi) plus any Company contributions (including Forfeitures) allocable
     to such Account.

     (b)  401(K), ROLLOVER AND TRANSFER ACCOUNTS:

          (i) the value of such Account on the last preceding Valuation Date;

         (ii) minus the amount of any distributions or withdrawals made since
     the last preceding Valuation Date;

        (iii) plus or minus such Accounts share of the net income, loss,
     appreciation and/or depreciation in the value of that portion of the Trust
     allocable to such Accounts, as determined in accordance with Section 5.2;
     and

         (iv) plus any 401(k) Contributions, Rollover Contributions or
     transfers made to such Account since the last preceding Valuation Date.

     SECTION 5.2    ALLOCATION OF INVESTMENT INCOME.  As of each Valuation
Date, the Plan's share of any net appreciation or net depreciation in the
value of each Investment Fund shall be

                                   -22-

<PAGE>

allocated among the Accounts of Participants in the same proportion that the
value of such portion of each of the Participant's Account as is invested in
such Investment Fund bears to the total value of the portions of the Accounts
of all Participants as are invested in such Investment Fund, determined as of
the immediately preceding Valuation Date, reduced in each case by the amount
of any distributions and transfers from such Accounts allocable to such
Investment Fund for the benefit of such Participant since the immediately
preceding Valuation Date and increased in each case by the aggregate
Transfers, Profit Sharing, Matching, 401(k) and Rollover Contributions
credited to such Investment Fund since the immediately preceding Valuation
Date.  All determinations made by the Trustee with respect to the value of
Participants' Accounts shall be made in accordance with generally accepted
principles of trust accounting, and such determinations made by the Trustee
and any determinations made by the Plan Administrator based thereon, shall be
conclusive and binding upon any person having an interest under the Plan.

     SECTION 5.3    QUARTERLY STATEMENT OF ACCOUNTS.  A statement of the
value of each Participant's Accounts shall be prepared as of each calendar
quarter and delivered, as soon as practicable thereafter, to each Participant.

                                          -23-

<PAGE>

                                      ARTICLE VI

                                    DISTRIBUTIONS

     SECTION 6.1    ELIGIBILITY.  A Former Participant shall be eligible to
receive a distribution as provided in Sections 6.2 through 6.5.
Distributions shall be payable as provided in Sections 6.6 through 6.7, as
applicable.

     SECTION 6.2    RETIREMENT.  An Active or Inactive Participant who
becomes a Former Participant because of his retirement on or after his Normal
Retirement Date or his Early Retirement Date, shall, as of his Normal
Retirement Date or Early Retirement Date, be fully vested in the value of his
Accounts and shall be eligible to receive the value of such Accounts.
Distribution of his Accounts shall commence as soon as practicable following
his actual retirement date.

     SECTION 6.3    DISABILITY.  An Active or Inactive Participant who
becomes a Former Participant because of a Disability, shall, as of the date
on which he is deemed to be disabled, be fully vested in the value of his
Accounts and shall be eligible to receive the value of such Accounts.
Distribution of his Accounts shall commence as soon as practicable following
the date he is determined to be disabled.

     SECTION 6.4    DEATH.  An Active or Inactive Participant who becomes a
Former Participant because of his death shall, as of the date of his death,
be fully vested in the value of his Accounts and his Beneficiary shall be
eligible to receive the value of such Accounts.  Distribution of his Accounts
shall commence as soon as practicable following the Participant's death.

     SECTION 6.5    TERMINATION FOR OTHER REASONS.  An Active or Inactive
Participant whose employment with any and all Related Entities is terminated
for any reason other than retirement, Disability or death, shall, as of the
date of such termination:

     (a)  be fully vested in the value of his 401(k), Matching, Transfer and
Rollover Accounts, and

     (b)  be vested in that portion of the value of his Profit Sharing
Accounts, as determined in accordance with the following table:

                                          -24-

<PAGE>

<TABLE>
<CAPTION>

          Years of Service              Vested Portion
          -----------------             ---------------
          <S>                           <C>
          Less than 1                          0%
          1 but less than 2                   25%
          2 but less than 3                   50%
          3 but less than 4                   75%
          4 or more                          100%
</TABLE>

     (c)  Such Participant shall be eligible to receive the value of the
vested portion of his Accounts.  Distribution of his Accounts shall commence
as soon as practicable following such date of termination; provided however,
a Participant's vested Accounts may not be paid until the Participant's
Normal Retirement Date without his written consent if the value exceeds
$5,000.

     SECTION 6.6    DISTRIBUTION OF ACCOUNTS.

     (a)  FORM OF DISTRIBUTION.  Subject to the following provisions of this
Article VI, the vested balances of a Participant's Plan Accounts will be
distributable to or for his benefit by one of the following methods as
elected by the Participant:

          (i) LUMP SUM.  By payment in a lump sum.

         (ii) INSTALLMENTS.  By payment in annual or more frequent,
     substantially equal installments.

        (iii) DIRECT ROLLOVER FROM PLAN.  Notwithstanding any provision of the
     Plan to the contrary that would otherwise limit a distributee's election
     under this Article, a "distributee" may elect, at the time and in the
     manner prescribed by the Plan Administrator, to have any portion of an
     "eligible rollover distribution" paid directly to an eligible retirement
     plan specified by the distributee in a "direct rollover".  The Plan
     Administrator may establish such rules and procedures regarding direct
     rollovers as long as such rules and procedures are in compliance with
     Treasury Regulation Section 1.401(a)(31)-1T.  For purposes of this
     Section 6.6(a)(iv), the following definitions shall apply:

               (1) "Eligible rollover distribution" means any distribution of
          all or any portion of the balance to the credit of the distributee,
          except that an eligible rollover distribution does not include (1) any
          distribution that is one of a series of substantially equal periodic
          payments (not less frequently than annually) made for the life (or
          life expectancy) of the distributee and the distributee's designated
          beneficiary, or for a specified period of ten years or more; (2) any
          distribution to the extent such distribution is required under Section
          401(a)(9) of the Code; and (3) the portion

                                             -25-

<PAGE>

          of any distribution that is not includable in gross income.

               (2) "Eligible retirement plan" means an individual retirement
          account described in Section 408(a) of the Code, an individual
          retirement annuity described in Section 408(b) of the Code, an annuity
          plan described in Section 403(a) of the Code, or a qualified trust
          described in Section 401(a) of the Code, that accepts the
          distributee's eligible rollover distribution.  However, in the case of
          an eligible rollover distribution to a surviving Spouse, an eligible
          retirement plan is an individual retirement account or individual
          retirement annuity.

               (3) "Distributee" means a Participant or a Participant's Spouse.
          A Participant's Spouse or former Spouse who is the Alternate Payee
          under a Qualified Domestic Relations Order, is also a distributee with
          regard to the interest of such Spouse or former Spouse.

               (4) "Direct rollover" means a payment by the Plan to the eligible
          retirement plan specified by the distributee.

     (b)  ELECTION OF DISTRIBUTION.  The Participant shall select the method
by which his vested Accounts will be distributed to him. Notwithstanding the
foregoing, if the distributable balance of the Participant's Accounts is $200
or less, then the Trustee shall distribute the Participant's vested Accounts
in a lump sum, and the Participant shall have no right to select the manner
in which he will receive his distribution from the Plan. If the distributable
balance of the Participant's Accounts is $5,000 or less and the Participant
fails to elect a form of distribution when payable, the Trustee shall
distribute the Participant's vested Accounts in a lump sum.

     (c)  DEATH BENEFITS.  Where the distribution of a Participant's Accounts
has commenced, and such Participant dies before the entire amount in his
Accounts has been distributed, the remaining portion of his Accounts shall be
distributed at least as rapidly as the distribution option in effect as of
the date of his death; provided, however, that the Plan Administrator may
accelerate payments under such payment option after consulting with his
Beneficiary.  If the Participant dies prior to the time distribution of his
Accounts has commenced, his entire Accounts shall be paid by December 31 of
the Plan Year in which occurs the fifth anniversary of the Participant's
death in such manner as the Participant designates in such Participant's
beneficiary designation or as designated by the Beneficiary.

                                       -26-

<PAGE>


     SECTION 6.7    TIME FOR DISTRIBUTION.  Distribution of a Participant's
vested Accounts will normally be made or commenced as soon as practicable
following the Participant's date of termination, but not later than the 60th
day next following the close of the Plan Year during which the Participant
attains age 65 years or, if later, during which his date of termination
occurs, except as otherwise permitted under circumstances described in Treas.
Reg. Section  1.401(a)-14(d).  If the value of the Participant's Accounts at
the time of any distribution is over $5,000, the Participant (but not his
Beneficiary in the event of the Participant's death) must consent in writing
to receive the distribution.  However, a Participant may not elect to defer
distribution beyond the date described above.  Moreover, distributions must
commence as required under Code Section 401(a)(9) and the regulations
thereunder including the minimum incidental death benefit rules under Prop.
Treas. Reg. 1.401(a)(9)-2.

                                      -27-

<PAGE>

                                     ARTICLE VII

                                LOANS AND WITHDRAWALS

     SECTION 7.1    LOANS.  While the primary purpose of the Plan is to
accumulate funds for the Participants when they retire, the Plan
Administrator may in its sole discretion permit loans to Participants from
their vested Profit Sharing, Matching, 401(k), Transfer and Rollover
Accounts.  Any loans to Participants shall be made in accordance with the
terms of a loan policy adopted by the Plan Administrator.  The amount of any
loan together with the accrued interest under this Plan and all other
qualified employer plans shall be within the following limits:

     (a)  If the vested balance of the Participant's Accounts is between $0
and $99,999, the Participant may borrow up to one-half the vested balance of
his Accounts;

     (b)  If the vested balance of the Participant's Accounts is $100,000 or
more, the Participant may borrow up to lesser of:

          (i) one-half the vested balance of his Accounts; or

         (ii) $50,000, reduced by the excess (if any) of:

               (1) the highest outstanding balance of loans under the Plan and
          all other qualified Company plans during the one year period ending on
          the day before the date on which such loan was made, over

               (2) the outstanding balance of such outstanding loans on the date
          on which such loan was made.

     SECTION 7.2    HARDSHIP WITHDRAWALS.  A Participant may withdraw the
401(k) Contributions credited to his 401(k) Account, but not the earnings
thereon, in a situation where the Plan Administrator, in its sole discretion,
determines that such a withdrawal will alleviate a condition of "severe
financial hardship" of a Participant as defined below.  A Participant seeking
such a withdrawal must apply to the Plan Administrator and provide the Plan
Administrator with such evidence as it requires to make its determination.
The Plan Administrator will respond to each such request in writing as to its
approval or denial as soon as practical after receipt of all requested
information from the Participant.  Any such withdrawals shall be made in
accordance with the terms of a withdrawal policy adopted by the Plan
Administrator from time to time.

     Severe financial hardship withdrawals may be made for the following
specified purposes:

                                        -28-

<PAGE>


     (a)  costs directly related to the purchase of the Participant's
principal residence;

     (b)  payment of post-secondary tuition and related educational fees of
the Participant or members of his immediate family;

     (c)  medical care expenses for the Participant or members of his
immediate family, which are not otherwise covered by insurance;

     (d)  burial or mortuary expenses for an immediate family member of the
Participant;

     (e)  payments necessary to prevent the eviction of the Participant from
his principal residence or foreclosure on a mortgage on that residence; or

     (f)  any amount determined by the Internal Revenue Service to constitute
an immediate and heavy financial need.

     In determining the amount required to meet a severe financial hardship,
the Plan Administrator may take into account the anticipated federal and
state income and excise taxes with respect to the withdrawal.

     SECTION 7.3    AGE 59-1/2 AND OVER WITHDRAWALS.  A Participant who is
age 59-1/2 or older may elect to withdraw all or any part of the vested
balance of his Accounts (as of the Valuation Date coincident with or
immediately preceding the filing of the withdrawal request).  The withdrawal
request shall be made in the manner approved by the Plan Administrator and
subject to any further rules imposed by the Plan Administrator.

     SECTION 7.4    WITHDRAWAL OF ROLLOVERS.  A Participant may elect to
withdraw all or any part of the balance of his Rollover Account for any
reason (as of the Valuation Date coincident with or immediately preceding the
filing of the withdrawal request).  The withdrawal request shall be made in
the manner approved by the Plan Administrator and subject to any further
rules imposed by the Plan Administrator.

                                      -29-

<PAGE>

                                     ARTICLE VIII

                              ADMINISTRATION OF THE PLAN

     SECTION 8.1    PLAN ADMINISTRATOR AND NAMED FIDUCIARY.  The authority
and responsibility to control and manage the operations and administration of
the Plan shall reside in the Plan Administrator.  For purposes of ERISA, the
Company or the committee appointed by the Company shall be the "Named
Fiduciary" and also the "Plan Administrator" with respect to this Plan.  The
Plan Administrator shall have the sole authority to appoint and remove the
Trustee, and the investment manager, if any, provided for under the Trust.
The Plan Administrator shall be responsible for the day-to-day administration
of the Plan.  The Trustee shall have the sole responsibility for the
administration of the Trust and the management of the assets held under the
Trust, all as specifically provided in the Trust.  The Plan Administrator
warrants that any directions given, information furnished, or action taken by
it shall be in accordance with the provisions of the Plan or the Trust, as
the case may be, authorizing or providing for such direction, information or
action.  The Plan Administrator and Company do not guarantee the Trust in any
manner against investment loss or depreciation in asset value.

     SECTION 8.2    COMPENSATION AND EXPENSES.  The Plan Administrator shall
not receive compensation for its services.  However, a person to whom
administrative duties shall have been delegated by the Plan Administrator who
is not an employee of a Related Entity may receive compensation for the
performance of such duties.  All usual and reasonable expenses of the Plan
Administrator may be paid in whole or in part by the Company, and any
expenses not paid by the Company shall be paid out of the principal or income
of the Trust.

     SECTION 8.3    RECORDS.  The Plan Administrator shall keep a record of
all of their proceedings and shall keep all such books of account, records
and other data as may be necessary or advisable in their judgment for the
administration of this Plan.

     SECTION 8.4    RECORDS OF TRUST.  The Plan Administrator shall keep on
file in such form as it may deem convenient and proper, all reports of the
Trust received from the Trustee.  The Plan Administrator shall be responsible
for seeing that each Participant is advised, as soon as possible after the
close of each Plan Year, of the value of his Accounts as of the last day of
such Plan Year.

                                       -30-

<PAGE>


     SECTION 8.5    CLAIMS PROCEDURE.

     (a)  A Participant or Beneficiary shall make claim for a benefit by
filing a signed written request identifying the benefit requested with the
Plan Administrator.  Within 90 days from the receipt of such claim, the Plan
Administrator shall notify in writing the individuals submitting the claim of
the Plan Administrator's decision.  If special circumstances related to
processing the claim require an extension of time, the Plan Administrator
may, upon written notice to the claimant within 90 days of the filing of the
claim, extend the time for a written decision for no more than an additional
90 days. If the claim is denied, such notice shall state the following:

          (i) the specific reasons for denial;

         (ii) specific references to pertinent Plan provisions;

        (iii) a description of any additional material or information necessary
     for the claimant to perfect the claim and an explanation of why such
     material or information is needed; and

         (iv) an explanation of the Plan's review procedure.

     (b)  For a period of 60 days after the receipt of such notice, the
claimant or his duly authorized representative may:

          (i) review pertinent documents; and

         (ii) submit a written request to the Plan Administrator for review of
     the denial.  A claimant submitting such a request shall be allowed to
     submit issues and comments in writing to the Plan Administrator.

     (c)  The Plan Administrator shall afford to any claimant so requesting
review, a full and fair review of the decision denying the claim and may, in
its sole discretion, hold a hearing to review the issues raised by the
claimant. Within 60 days after receipt of the request for review, unless
special circumstances such as the need to hold a hearing require an extension
of time in which case a decision shall be rendered as soon as possible, the
Plan Administrator shall render a decision on review in writing to the
claimant, which decision shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision is based.
Any extension shall not exceed 120 days from receipt of such request for
review.  Such extension shall be made only upon prior written notice thereof
to the claimant, within 60 days after the receipt of such request for review.

                                            -31-

<PAGE>


     (d)  No denial of benefits with respect to a claimant shall be deemed to
be effective from a legal standpoint until the claimant has exhausted the
claims procedure provided under the Plan.






                                       -32-

<PAGE>


                                      ARTICLE IX

                                       TRUSTEE

     SECTION 9.1    TRUSTEE'S RESPONSIBILITIES.  The Trustee shall be
appointed by the Company to administer the Trust and shall serve at the
pleasure of the Company.  The Trustee, from time to time acting, shall have
such rights, powers and duties as provided herein and as the Trust shall from
time to time provide.

     SECTION 9.2    TRUST.  All contributions under this Plan shall be paid
to the Trust.  All assets of the Trust are to be held, invested, and
reinvested by the Trustee and all property and funds of the Trust, including
income from investments and from all other sources, shall be retained for the
exclusive benefit of the Participants and Beneficiaries as provided in the
Plan and shall be used to pay benefits to persons entitled thereto hereunder
or to pay expenses of administration of the Plan and Trust to the extent not
paid by the Company. The Trustee shall invest and reinvest the assets of the
Trust at its discretion in accordance with the provisions of the Trust and
shall not be limited by any laws of the United States or of any State
thereof, except to the extent that such investment or reinvestment would
result in the loss of the qualified status of the Plan under the Code or
result in noncompliance with ERISA.

     SECTION 9.3    NO REVERSION TO COMPANY.  No part of the corpus or income
of the Trust shall revert to the Company or be used for, or diverted to,
purposes other than for the exclusive benefit of Participants and their
Beneficiaries except as provided in Section 4.2(f).

                                        -33-

<PAGE>

                                      ARTICLE X

                                  GENERAL PROVISIONS

     SECTION 10.1   INALIENABILITY.  Except with respect to any indebtedness
owing to the Trust or as otherwise provided by law, no benefit under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge prior to actual receipt thereof by
the payee; and any attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge prior to such receipt shall be void; nor
shall the Trust be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to any
benefit hereunder.  The preceding sentence shall also apply to the creation,
assignment or recognition of a right to any benefit payable with respect to a
Participant pursuant to a domestic relations order unless such order is
deemed to be a Qualified Domestic Relations Order.

     SECTION 10.2   INCOMPETENCY.  Each person entitled to a payment
hereunder shall be conclusively presumed to be mentally competent until the
date on which the Plan Administrator receives a written notice in a form
satisfactory to the Plan Administrator that such person is incompetent and
that a guardian, conservator or other person legally vested with the care of
his estate has been appointed.  However, if the Plan Administrator shall
determine that any person entitled to a payment is unable to care for his
affairs because of any disability or infirmity, then such payment may be paid
to the person or persons who, in the opinion of the Plan Administrator, is
caring for and supporting the person entitled to the payment or to the
institution in which the person entitled to the payment is residenced or
which is providing for his care unless a prior claim therefor shall have been
made by a duly appointed guardian or conservator, and any such payment so
made shall be a complete discharge of the liability of the Plan therefor.  If
a guardian or conservator of the estate of the person entitled to the payment
shall be appointed by a court of competent jurisdiction, payments shall be
made to such guardian or conservator, and such payment so made shall be a
complete discharge of any liability therefor of the Plan.

     SECTION 10.3   MISSING PAYEES.  If the Plan Administrator is unable
after reasonable search to locate any person entitled to benefits hereunder
resulting from a Former Participant's participation herein, then the Plan
Administrator shall mail by registered or certified mail, postage prepaid, to
the last known address of such person, a notice to the effect that such
person is entitled to receive benefits hereunder, and (i) if such notice is
returned by the Post Office as being undeliverable because the addressee
cannot be located at the address indicated and if neither the Company nor the
Plan Administrator shall obtain any knowledge of such person's whereabouts
within one year from the date such

                                       -34-

<PAGE>

notice is mailed, or (ii) if within such one-year period there is no response
to such notice informing the Plan Administrator of such person's whereabouts,
then in either of such events, at the end of such period, such Former
Participant's interest in the Plan shall be cancelled and the amount thereof
shall be treated as a Forfeiture in the Plan Year in which such cancellation
occurs.  If the person entitled to the Former Participant's cancelled
Accounts subsequently makes a valid claim with respect to such reallocated
amounts, the Former Participant's Accounts shall be restored.  Any
application of payments made in accordance with this Section shall constitute
a complete acquittance and discharge of every liability of the Plan
Administrator, the Trustee, the Company and the Trust to such Former
Participant, his Beneficiaries and his and their executors, administrators
and estates.

     SECTION 10.4   NON-GUARANTEE OF EMPLOYMENT.  Nothing contained in this
Plan shall be construed as a contract of employment between the Company and
any employee, or as a right to any employee to be continued in the employment
of the Company or as a limitation of the right of the Company to discharge
any employee with or without cause.

     SECTION 10.5   NO RIGHT TO TRUST.  No Employee shall have any right to,
or interest in, any part of the Trust upon termination of his employment or
otherwise except as provided from time to time under this Plan, and then only
to the extent of the benefits payable to such Employee out of the assets in
the Trust.  All payment of benefits as provided for in this Plan shall be
made solely out of the assets in the Trust and neither the Company nor the
Trustee shall be liable therefor in any manner.

     SECTION 10.6   NON-LIABILITY PROVISIONS.  Subject to any limitation on
the application of this Section 10.6 pursuant to ERISA, none of the Company,
the Plan Administrator or the Trustee guarantees the Trust in any manner
against loss or depreciation, and none of them shall be liable for any act or
failure to act which is made in good faith pursuant to the provisions of the
Plan.  The Company shall not be responsible for any act or failure to act of
the Trustee. The Plan Administrator shall not be responsible for any act or
failure to act of the Company or the Trustee.  The Plan Administrator shall
be indemnified by the Company, or from the assets of the Trust, against any
and all liabilities arising by reason of any act or failure to act made in
good faith pursuant to the provisions of the Plan, including expenses
reasonably incurred in the defense of any claim relating thereto.

     SECTION 10.7   APPLICABLE LAW.  Except as otherwise provided for under
ERISA, all questions pertaining to the construction of the Plan shall be
determine in accordance with the laws of the State of Delaware.

                                       -35-

<PAGE>


     SECTION 10.8   LITIGATION BY PARTICIPANTS.  To the extent permitted by
law, if any person beneficially interested in the Trust shall bring suit or
proceeding against the Trustee or the Trust, or if any dispute shall arise as
to the person or persons to whom payment or delivery of any funds shall be
made by the Trustee, the cost to the Trustee of defending the action, where
the result is adverse to the complainant or pursuant to court authorization,
shall be charged to the Accounts of the Participant whose interest is at
issue, and only the excess, if any, shall be included in the expenses of the
Trust.

     SECTION 10.9   TAX RELEASES.  Prior to making any payment or
distribution hereunder to any person, the Trustee may require such releases
or other documents from any lawful taxing authority, may require such
indemnity from the payee or distributee as the Trustee shall reasonably deem
necessary for its protection, and may deduct from the amount to which such
person may be entitled, such amount as, in its discretion, the Trustee deems
proper to protect the Trustee and the Trust against liability on account of
death, succession, estate, inheritance, income or other taxes and out of the
money so deducted may discharge any such liability and pay the balance to the
person or persons entitled thereto.

     SECTION 10.10  INSPECTION OF RECORDS.  No person shall have any right to
inspect any books and records of the Company or to inspect any records of the
Trustee with respect to any other person's rights hereunder.

     SECTION 10.11  PRONOUNS.  Masculine pronouns used herein shall refer to
men or women or both and nouns and pronouns when stated in the singular shall
include the plural and when stated in the plural shall include the singular
wherever appropriate.

     SECTION 10.12  QUALIFIED DOMESTIC RELATIONS ORDER.  In addition to
payments made under Article VI on account of a Participant's termination of
employment, payments may be made to an Alternate Payee prior to, coincident
with, or after Participant's termination of employment if made pursuant to a
Qualified Domestic Relations Order.  In any event, however, payments to an
Alternate Payee pursuant to a Qualified Domestic Relations Order may not
commence prior to the earlier of (a) the date on which the Participant
corresponding to the Qualified Domestic Relations Order is entitled to a
distribution under the Plan; or (b) the later of (1) the date on which such
Participant attains age 50 or (2) the earliest date on which such Participant
could begin receiving benefits under the Plan if the Participant had
separated from service.  In addition, this Plan specifically authorizes
distributions to an Alternate Payee under a Qualified Domestic Relations
Order regardless of whether the Participant has attained the earliest
retirement age (as defined above and in Section 414(p) of the Code) only if:
(A) the order specifies distribution at the earlier date or permits an
agreement between the Plan and

                                      -36-

<PAGE>


the Alternate Payee, and (B) the Alternate Payee consents to a distribution
prior to the Participant's earliest retirement age if the present value of
the Alternate Payee benefits under the Plan exceeds $5,000. Nothing in this
Section 10.12 shall permit a Participant a right to receive distribution at a
time otherwise not permitted under the Plan, nor shall it permit the
Alternate Payee to receive a form of payment not permitted under the Plan.

     The Plan Administrator shall establish reasonable procedures to
determine the qualified status of domestic relations orders and to administer
distributions under such qualified orders, including, in its sole discretion,
the establishment of segregated accounts for Alternate Payees.

     SECTION 10.13  UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS.
Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will
be provided in accordance with Section 414(u) of the Code.  Loan repayments
will be suspended under this Plan as permitted under Section 414(u)(4) of the
Code.

                                        -37-

<PAGE>


                                      ARTICLE XI

                                      AMENDMENTS

     SECTION 11.1   AMENDMENTS.  The Trust and the Plan may be amended at any
time and from time to time by action of the Company; PROVIDED, HOWEVER, that
no such amendment shall impair the rights of any person with respect to such
person's beneficial interest in the Trust Fund, as it is then constituted,
nor vest in the Company any right, title or interest in or to the assets of
the Trust, nor be effective unless the Plan, as so amended, shall be for the
exclusive benefit of the employees of the Company and their Beneficiaries,
except such amendment or amendments as, in the opinion of counsel, may be
necessary or advisable to meet the requirements of any statute of the United
States or regulation promulgated thereunder; and PROVIDED, FURTHER, that no
amendment changing the rights and duties of the Trustee shall become
effective without the Trustee's written consent.  The Company has delegated
the authority to amend the Plan to the Plan Administrator with respect to
amendments administrative in nature only.  Amendments which would affect the
cost of benefits provided under the Plan must be approved by the board of
directors of the Company.

                                       -38-

<PAGE>

                                     ARTICLE XII

                                     TERMINATION

     SECTION 12.1   RIGHT TO TERMINATE PLAN.  The Company contemplates that
the Plan shall be permanent.  Nevertheless, in recognition of the fact that
future conditions and circumstances cannot now be entirely foreseen, the
Company reserves to the Plan Administrator the right to terminate either the
Plan or both the Plan and the Trust.

     SECTION 12.2   MERGER OR CONSOLIDATION OF PLAN AND TRUST.  Neither the
Plan nor the Trust may be merged or consolidated with, nor may its assets or
liabilities be transferred to, any other plan or trust, unless each
Participant would (if the Plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater
than the benefit he would have been entitled to receive immediately before
the merger, consolidation, or transfer (if the Plan had then terminated).

     SECTION 12.3   TERMINATION OF PLAN AND TRUST.  If the Plan Administrator
decides to terminate the Plan and Trust partially or completely, it shall be
terminated as of the date specified in certified copies of resolutions of the
Plan Administrator, delivered to the Trustee.  Upon such partial or complete
termination of the Plan and Trust, after payment of all expenses and
proportional adjustment of Accounts of affected Participants to reflect such
expenses, Trust profits or losses, and allocations of any previously
unallocated funds to the date of such termination, such affected Participants
shall be entitled to receive the vested portion of the amounts then credited
to their respective Accounts.

     SECTION 12.4   EFFECT OF TERMINATION ON VESTING. In the event of a
complete or partial termination of the Plan, as those terms are defined in
the Code and related regulations and/or rulings, such affected Employees
shall, notwithstanding any other provision of the Plan, be 100%
nonforfeitable vested as of the effective date of such termination in the
value of their Accounts after adjustments for related expenses and/or
unallocated Trust profits, losses or contributions have been made.

                                        -39-

<PAGE>


                                     ARTICLE XIII

                                   TOP HEAVY PLANS


     SECTION 13.1   TOP HEAVY PLAN REQUIREMENTS.  Notwithstanding anything
hereinabove to the contrary, if the Plan is a Top Heavy Plan as determined
pursuant to this Article XIII for any Plan Year then the Plan shall meet the
requirements of this Article XIII for any such Plan Year.

     SECTION 13.2   TOP HEAVY PLAN DEFINITIONS:

     (a)  AGGREGATION GROUP means:

          (i) MANDATORY AGGREGATION GROUP.  Each plan of any Related Entity in
     which a Key Employee is a participant, and each other plan of any Related
     Entity which enables any plan of a Related Entity in which a Key Employee
     is a participant to meet the nondiscrimination and participation
     requirements of Sections 401(a)(4) or 410 of the Code.

       (ii)  PERMISSIVE AGGREGATION GROUP.  All plans of a Related Entity
     included in the Mandatory Aggregation Group and any other plan sponsored by
     a Related Entity which the Company elects to include as part of the group
     and which continues to satisfy the nondiscrimination and participation
     requirements of Sections 401(a)(4) and 410 of the Code.

In determining which plans of a Related Entity are part of an Aggregation
Group, only plan years with Determination Dates which fall within the same
calendar year shall be aggregated.

     (b) DETERMINATION DATE means, as to any Plan Year, the last day of the
preceding Plan Year.

     (c) KEY EMPLOYEE means any Employee or former Employee, who during the
Plan Year or during any of the preceding 4 Plan Years is any of the following:

          (i) an officer of any Related Entity.  An individual shall be
     considered an officer only if he:

               (1) is in the regular and continuous employ of a Related Entity;

               (2) has been designated as an officer pursuant to election or
          appointment by the board of directors or other person or governing
          body having authority to elect or appoint officers of a Related
          Entity;

               (3) is an administrative executive; and

                                            -40-

<PAGE>


               (4) has compensation (as determined applying the definition of
          compensation set forth in Section 415(c)(3) of the Code) equal to 1.5
          times the Code Section 415 dollar limit for defined contribution
          plans.  The number of persons to be considered officers in any Plan
          Year and the identity of the person to be so considered shall be
          determined pursuant to the provisions of Section 416(i) of the Code;

        (ii)  one of the 10 Employees who:

               (1) owns or who is considered to own under the attribution rules
          set forth in Section 318 of the Code both more than a 1/2% interest
          and the largest interest in a Related Entity; and

               (2) has, during the Plan Year of ownership, annual Plan Year
          compensation from a Related Entity more then the compensation which is
          set forth in Section 415(c)(l)(A) of the Code for the calendar year in
          which such Plan Year ends;

       (iii)  a person who is both an Employee and the owner of a greater than
     5% capital or profits interest in the Company, and any person who owns, or
     who, under Section 318 of the Code, is considered as owning more than 5% of
     the outstanding stock of the Company or of stock possessing more than 5% of
     the total combined voting power of all stock of such entity; and

        (iv)  a person who is both an Employee whose annual compensation (as
     determined applying the definition of compensation set forth in Section
     415(c)(3) of the Code) from all Related Entities exceeds $150,000 and who
     is a greater than 1% owner of the Company, with ownership determined
     pursuant to Section 13.2(c)(3) by substituting "1%" for "5%" at each place
     where "5%" is set forth therein.

          (v) For purposes of this Section 13.2(c), when applying the
     constructive ownership rules under Section 318 of the Code, "5%," shall be
     substituted for "50%" in Section 318(a)(2)(C) of the Code.  The
     determination of who is a Key Employee will be made in accordance with
     Section 416(i)(1) of the Code and the Code regulations.

     The Beneficiary of any deceased Participant who was a Key Employee shall be
     considered a Key Employee for the same period as the deceased Participant
     would have been so considered.

     (d) KEY EMPLOYEE RATIO means the ratio for any Plan Year, as of the
Determination Date with respect to such Plan Year,

                                          -41-

<PAGE>

determined by comparing the amount described in Section 13.2(d)(i) with the
amount described in Section 13.2(d)(ii) after deduction from both such
amounts the amount described in Section 13.2(d)(iii).

          (i) The amount described in this Section 13.2(d)(i) is the sum of:

               (1) the aggregate of the present value of all accrued benefits of
          Key Employees under all qualified defined benefit plans included in
          the Aggregation Group;

               (2) the aggregate of the balances in all of the accounts standing
          to the credit of Key Employees under all qualified defined
          contribution plans included in the Aggregation Group; and

               (3) the aggregate amount distributed from all plans in such
          Aggregation Group to or on behalf of any Key Employee during the
          period of 5 Plan Years ending on the Determination Date.

        (ii)  The amount described in this Section 13.2(d)(ii) is the sum of:

               (1) the aggregate of the present value of all accrued benefits of
          all Participants under all qualified defined benefit plans included in
          the Aggregation Group;

               (2) the aggregate of all balances in all of the accounts standing
          to the credit of all Participants under all qualified defined
          contribution plans included in the Aggregation Group; and

               (3) the aggregate amount distributed from all plans in such
          Aggregation Group to or on behalf of any Participant during the period
          of 5 Plan Years ending on the Determination Date.

       (iii)  The amount described in this Section 13.2(d)(iii) is the sum of:

               (1) all Rollover Contributions and trustee transfers which are
          initiated by an Employee and made from a plan maintained by one
          unrelated employer to a plan maintained by another unrelated employer
          to the Plan; and

               (2) any amount that is included in Section 13.2(d)(ii) hereof
          for, on behalf of, or on account of, a person who is a Non-Key
          Employee as to the Plan Year of


                                         -42-

<PAGE>

          reference but who was a Key Employee as to any earlier Plan Year.

          For purposes of determining the Key Employee Ratio, accrued benefits
          and account balances attributable to employee contributions, other
          than amounts attributable to deductible Employee contributions, shall
          be taken into consideration.  The account balances and accrued
          benefits of a Participant who has not performed any services for a
          Related Entity at any time during the 5 year period ending on the
          Determination Date will be disregarded.

     (e) NON-KEY EMPLOYEE means any Participant in the Plan (including a
Beneficiary of such Participant) who is not a Key Employee.

     (f) SUPER TOP HEAVY means this Plan for any Plan Year in which this Plan
would be deemed a "Top Heavy Plan" if "90%" were substituted for "60%"
wherever it appears in Section 13.2(g).

     (g) TOP HEAVY PLAN.  This Plan shall be deemed "Top Heavy" as to any
applicable Plan Year if, as of the Determination Date with respect to such
Plan Year, any of the following conditions are met:

          (i) The Plan is not part of an Aggregation Group and the Key Employee
     Ratio under the Plan exceeds 60%.

        (ii)  The Plan is part of an Aggregation Group, there is no Permissive
     Aggregation Group of which the Plan is a part, and the Key Employee Ratio
     of the Mandatory Aggregation Group of which the Plan is a part exceeds 60%.

       (iii)  The Plan is part of an Aggregation Group, there is a Permissive
     Aggregation Group of which the Plan is a part, and the Key Employee Ratio
     of the Permissive Aggregation Group of which the Plan is a part exceeds
     60%.

     SECTION 13.3   RIGHT TO PARTICIPATE IN ALLOCATION OF COMPANY
CONTRIBUTIONS. Notwithstanding any other provision of this Plan, any person
who was a Participant at any time during a Plan Year in which this Plan was a
Top Heavy Plan shall share in the allocations of Company contributions
provided for in this Plan for such Plan Year if he remained in the employ of
a Related Entity through the end of the Plan Year with respect to which such
allocation applies.

     SECTION 13.4   MINIMUM COMPANY CONTRIBUTION ALLOCATION.  The allocation
made under this Plan to the Account of each Participant who is entitled to an
allocation pursuant to the provisions of Section 13.3 and who is a Non-Key
Employee for any Plan Year in which this Plan is a Top Heavy Plan or a Super
Top Heavy Plan shall not be less than the lesser of:

                                          -43-

<PAGE>


     (a) 3% of the total compensation as defined in Section 415 of the Code
but limited to $150,000  as limited by Code Section 401(a)(17) of each such
Participant for such computation period; or

     (b) The percentage of compensation so allocated under this Plan to the
Account of the Key Employee for whom such percentage is the highest for such
Plan Year.

This Section 13.4 shall not apply to any Participant to the extent the
Participant is covered under any other plan sponsored by a Related Entity
provided the minimum allocation or benefit requirement applicable to Top
Heavy Plans will be met in the other plan or plans.  For the purposes of
determining whether or not the provisions of this Section 13.4 have been
satisfied:

          (i) contributions or benefits under Chapter 2 of the Code (relating to
     tax on self-employment income), Chapter 21 of the Code (relating to Federal
     Insurance Contributions Act), Title 11 of the Social Security Act, or any
     other Federal or state laws are disregarded; and

        (ii)  Company contributions made under any salary reduction or similar
     arrangement shall be disregarded.

                                         -44-

<PAGE>



                                     ARTICLE XIV

                                INVESTMENT OF ACCOUNTS

     SECTION 14.1   INVESTMENT FUNDS.  Notwithstanding the general and
specific powers granted the Trustee under the Trust Agreement, the Trustee
shall invest all or a portion of the Participant's Accounts among such
Investment Funds in the Trust as may be approved by the Company from time to
time in the amounts and manner set forth in this Article XIV.

     SECTION 14.2   PARTICIPANT'S CHOICE OF INVESTMENT FUNDS.

     (a) Each Participant shall have the right to direct in such manner as
approved by the Plan Administrator, that the value of his Accounts be
invested among the various Investment Funds from time to time offered by the
Plan Administrator.  The Plan Administrator shall establish such rules and
procedures as it may deem desirable for the administration of such elections.

     (b) All Profit Sharing, 401(k), Matching, Rollover Contributions and
transfers shall be invested in accordance with the most recent investment
election made by the Participant.

     (c) The Trustee shall comply with such investment directions of
Participants' made in accordance with this Section until such persons give
timely investment direction to the Plan Administrator.  Notwithstanding any
provision in this Article, a Participant's investment direction shall be
subject to any transfer restrictions imposed by an Investment Fund, the Plan
Administrator or the Trustee.  All transfers among the Investment Funds shall
be effective as soon as may be practicable under the then circumstances and
neither the Trustee, the Plan Administrator nor any investment manager shall
be liable for any loss that may be incurred by any Participant as a result of
any delay in transferring Accounts among the Investment Funds.

     IN WITNESS WHEREOF, HA-LO Industries, Inc. has caused this Plan to be
executed by its duly authorized officer on this ___ day of December, 1997.

                                   HA-LO INDUSTRIES, INC.


                              By: ____________________________________
                              Its:____________________________________


                                       -45-