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March 17, 1997

Mr. Marshall J. Katz
3625 Indian Wells Road
Northbrook, IL  60062

RE:  FINDER'S COMPENSATION PLAN

Dear Marshall:

The purpose of this letter is to confirm your engagement by HA-LO Industries,
Inc. ("HA-LO") for the purpose of your identification of businesses for
potential acquisition by HA-LO, your participation in all phases of review
and evaluation of such businesses, and your assistance to HA-LO in
negotiations for the purchase of the stock or assets of such businesses.

   SERVICES TO BE RENDERED.

   1. You agree that you will perform on a best efforts basis, solely for the
      account and benefit of HA-LO, the following services (the "Services"):

      (a)  Soliciting the interest of, and identifying in writing to the
           executive officers of HA-LO, businesses and sales representatives
           for potential transactions in which HA-LO would acquire the stock
           or assets of such businesses ("Prospects"); provided that such
           Prospects shall be engaged in the operations which are similar to
           the operations currently conducted by HA-LO or contemplated to be
           conducted by HA-LO pursuant to its long-term business plans;

      (b)  Making formal and informal introductions to the executive officers
           of HA-LO, and HA-LO's outside agents and representatives, of the
           owners and key employees of the Prospects;

      (c)  Reviewing and evaluating the relevant business(es) of the Prospects,
           including their operations and financial position, for compliance
           with HA-LO's internal requirements as disclosed to you from time to
           time, it being understood by HA-LO that you may rely upon
           information supplied by the Prospects without independent
           verification;

      (d)  Assisting HA-LO in its purchase negotiations with the Prospects; and

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      (e)  Performing such other and ancillary services with respect to the
           Prospects, and HA-LO's acquisition thereof, as are reasonably
           requested by HA-LO and not inconsistent with the provisions of this
           Section 1.

For purposes of this agreement, the term "acquisition" shall mean, in one or
a series of transactions, directly or indirectly, the acquisition by HA-LO of
a majority interest in the voting securities of a Prospect, a merger,
consolidation or similar business combination in which HA-LO acquires a
Prospect, the transfer of assets of a Prospect to HA-LO, the election of, or
the ability by HA-LO to elect, nominees to a majority of the Board of
Directors of a Prospect, or any similar purchase, investment or arrangement,
however structured, by which HA-LO acquires an ownership interest in a
Prospect or in such Prospects' operating assets and all or substantially all
of the sales representatives of the Prospect become HA-LO sales
representatives.

Given the limited scope of the Services, the contingent nature of your
compensation for the Services and in recognition of your outside business
endeavors, HA-LO acknowledges and agrees that you shall not be required to
devote  your full-time to the performance of the Services provided that any
contacts which you establish with Prospects shall be for the exclusive
benefit of HALO; and provided, further, that your outside business endeavors
shall not materially interfere with your performance of the Services.

   1.  COMPENSATION - SUCCESS FEE FOR ACQUISITIONS.

   As compensation for the Services with respect to acquisitions, HA-LO agrees
   to pay you a fee (the "Success Fee") following completion of each acquisition
   of a Prospect (whether or not you have identified such Prospect or HA-LO
   has requested your services in connection with such acquisition) during the
   term of this agreement. The Success Fee shall be equal to the sum of the
   following:

      (a)  An amount equal to four percent (4%) ( the "Applicable Percentage")
           of the "gross profits" (as hereinafter defined) of each Prospect
           during the full twelve (12) calendar month period immediately
           preceding the completion of the acquisition of such Prospect by
           HA-LO (the "Pre-Closing Gross Profits") up to a maximum fee of
           $200,000 per transaction ("Fee Cap").

      (b)  Ten years options (the "Options") to acquire shares of the common
           capital stock of HA-LO in an amount equal to two hundred fifty (250)
           shares for every Ten Thousand Dollars ($10,000) of Success Fee earned
           hereunder.  The exercise price of the Options shall be equal to the
           closing price for HA-LO shares as quoted by the NASDAQ (or similar
           securities exchange on which HA-LO shares shall be trading) as of the
           close of business on the day before the date of the closing of the
           acquisition of such Prospect by HA-LO (or if a Saturday or a Sunday,
           on the first business day preceding such date of closing).  All
           Options issued with respect to a Prospect shall be deemed issued as
           of the close of business on the date of the completion of the
           acquisition of such Prospect by HA-LO, vest 50% on issuance and 50%
           after twelve months, and in all other respects shall be subject to
           the rules, regulations, terms, conditions and provisions of the
           HA-LO Stock Plan, as amended from time to time. As a


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           precondition to your receiving such Options, you shall be required to
           enter into and deliver to HA-LO an appropriate stock option
           agreement.

      (c)  To the extent that the Success Fee is limited due to the Fee Cap,
           additional options ("Excess Options") shall be granted at a rate of
           10,000 shares for every $100,000 of Success Fee otherwise payable but
           not paid due to the Fee Cap. The Excess Options shall be issued
           pursuant to the provisions in paragraph (b) above, except the
           exercise price shall be increased by 17.5%.

      (d)  As an example of the above, should an acquisition be closed with
           Pre-Closing Gross Profits of $10,000,000 when the stock price closed
           at $20 per share on the day prior to closing, the Success Fee would
           be $200,000, the options issued pursuant to paragraph (b) would be
           5,000 at $20 per share and the Excess Options would be 20,000 at
           $23.50.

For purposes of calculating Success Fees under this Section 2, the term
"gross profits" shall mean the gross profits (revenues less returns and
allowances and less cost of goods sold) attributable to the operations or
business(es) conducted or previously conducted, or the assets owned or
previously owned, by a Prospect, exclusive of those gross profits
attributable to operations or business(es) that are discontinued or are
otherwise known to be non-recurring following acquisition by HA-LO; gross
profits to be calculated in accordance with the generally accepted accounting
principles, methods policies, practices and procedures employed by HA-LO in
the calculation of its own gross profits, on a consistent basis throughout
the periods.

Notwithstanding any provision in this letter agreements to the contrary, the
Success Fee otherwise payable hereunder with respect to an acquisition in
which more than fifty percent (50%) of the voting securities of HA-LO are
distributed to one or more persons shall be limited to no more than Two Hundred
Thousand Dollars ($200,000) plus options to purchase ten thousand (10,000)
shares of HA-LO stock.

The Success Fee described above, shall be calculated and paid within ten (10)
days following the date of the completion of the acquisition of each Prospect
by HA-LO.

You shall also be entitled to compensation from HA-LO with respect to
acquisitions of those Prospects with which you have devoted attention and
that are closed within six (6) months after the term of this agreement
expires; provided that HA-LO shall have provided a draft of an acquisition
contract to the Prospect within 30 days of the termination of this agreement.
Generally, we contemplate the term "devoted attention" to mean a meeting or
telephone call with the Prospect in which a meaningful discussion has occurred
regarding acquisition of such Prospect or its business coupled with the receipt
by HA-LO of financial statements of the Prospect.  HA-LO will not unreasonably
delay the acquisition process to avoid paying a Success Fee.  Your engagement
hereunder shall commence on the date of this agreement and expire on the second
anniversary of this agreement.  The provisions of this paragraph shall survive
any termination of your engagement.

If, in the course of the negotiation witha Prospect, no acquisition is
consummated, but as a


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result of such  negotiation one or more qualified sales representatives of the
Prospect (each a "qualified sales representative") enter into a sales
representative agreement with HA-LO within sixty (60) days of the
consummation of such negotiations with the Prospect, then HA-LO shall pay you
the following: an amount equal to four percent (4%) of the gross profits
generated by the qualified sales representatives (as determined by HA-LO)
during the twelve (12) month period prior to the execution of a written sales
representative agreement with HA-LO.

   1. OTHER AGREEMENTS.

      (a) In addition to any Success Fees payable to you hereunder, and
          regardless whether an acquisition of a Prospect is proposed or
          consummated, HA-LO hereby agrees, from time to time promptly upon
          your written request, to reimburse you for all reasonable travel and
          lodging expenses, and meals with Prospects, authorized by HA-LO and
          incurred by you in connection with, or arising out of, the Services.

      (b) This agreement shall be governed by and construed in accordance with
          the laws of the State of Illinois without regard to the conflicts
          of laws provisions thereof.

      (a) HA-LO recognizes and confirms that, with respect to Prospects,
          (1) you are not obligated to independently verify the accuracy or
          completeness of information provided to you by a Prospect, and
          (2) you do not assume responsibility for the accuracy or
          completeness thereof.  HA-LO further recognizes and agrees that all
          analyses, evaluations and advice provided by you in connection with
          Prospects (whether written or oral, formal or informal;) are
          intended solely for the benefit and use of HA-LO in pursuing
          acquisitions, and that no such analyses, evaluations or advice
          shall be used for any other purpose or reproduced, disseminated,
          quoted or referred to at any time, in any manner or for any purpose.
          You recognize and agree that all such analyses, evaluations and
          advice, together with all information provided to you by Prospects,
          is confidential and that no such analyses, evaluations, advice or
          information shall be used for any other purpose or reproduced,
          disseminated, quoted or referred to at any time, in any manner
          or for any purpose. HA-LO hereby agrees to indemnify and hold
          you harmless from and against all losses, claims, damages,
          liabilities and expenses incurred by you (including fees and
          disbursements of counsel) which are related to or arise out of
          the Services, unless the same are finally judicially determined
          to have resulted from your bad faith or recklessness.

      (b) You and HA-LO mutually agree to file all tax returns, and take
          reasonable, consistent positions therewith, with any taxing
          authorities, in a manner which is consistent with the
          characterization of any item by this agreement. You agree that,
          with respect to the Services, you are an independent contractor
          and not an employee of HA-LO.

      (c) This agreement may be executed in two or more counterparts, all of
          which together shall be considered a single instrument. This
          agreement constitutes the entire agreement between the parties hereto
          with respect to the subject matter hereof, supersedes all prior
          agreements and understandings, both written and oral, between the
          parties with


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          respect to the subject matter hereof, including but not limited to
          the March 17, 1993 and March 17, 1994 letter agreements between us,
          and cannot be amended or otherwise modified except in writing executed
          by the parties hereto. The provisions of this agreement shall inure
          to the benefit of and be binding upon the successors and assigns of
          the parties hereto; provided, however, that you may not assign your
          obligations or duties under this agreement without HA-LO's prior
          written consent, which consent may be withheld in  HA-LO's sole
          discretion.

      (d) At any time within thirty (30) days following the termination of the
          term of this Agreement, HA-LO shall provide you the opportunity to
          become a HA-LO independent sales representative pursuant to HA-LO's
          independent sales representative agreement.

We are delighted to offer you this engagement and look forward to working
with  you  on this assignment. Please confirm  that  the foregoing is in
accordance with your understanding by signing and returning to us the
enclosed duplicate copy of this letter.

                                     Sincerely,
                                     HA-LO Industries, Inc.
                                     By:
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                                          Richard A. Magid
                                          Chief Operating Officer

ACCEPTED AND AGREED TO:


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Marshall J. Katz


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