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                                                          Exhibit 10.49

                                SECOND AMENDMENT
                                       TO
                     EXCLUSIVE PREMIUM PURCHASING AGREEMENT


         THIS SECOND AMENDMENT TO EXCLUSIVE PREMIUM PURCHASING AGREEMENT
("Amendment") is entered into as of June 29, 1998 between MONTGOMERY WARD & CO.
INCORPORATED, an Illinois corporation ("Montgomery Ward") and HA-LO INDUSTRIES,
INC., an Illinois corporation ("HA-LO").

                                    RECITALS

         A. Montgomery Ward and HA-LO are parties to that certain Exclusive
Premium Purchasing Agreement, dated January 11, 1995, as amended by a First
Amendment, dated December 27, 1995
(collectively, the "Agreement").

         B. The parties desire to amend the Agreement in certain respects as set
forth in this Amendment.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

         1. AMENDMENT. Effective as of the date hereof, the Agreement is hereby
amended by deleting Section 3(C) of the Agreement in its entirety.

         2. REFERENCES TO AND EFFECT ON AGREEMENT.

            (a)   On and after the date hereof, each reference in the Agreement
                  to "this Agreement", "hereunder", "hereof", "herein" or words
                  of similar import shall mean and shall be a reference to the
                  Agreement as amended hereby.

            (b)   Except as specifically set forth in this Amendment, the
                  Agreement shall remain in full force and effect and is hereby
                  ratified and confirmed.

         3. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

         4. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

         5. ENTIRE AGREEMENT. This Amendment, together with the Agreement and
the Exhibits thereto and that certain Confidentiality Letter between the
parties, constitute the entire agreement of the


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parties and supersedes all prior agreements and understandings, written or oral,
relating to the subject matter hereof.

         IN WITNESS WHEREOF, the parties have accepted and executed this
Amendment on and as of the date set forth above.

                              MONTGOMERY WARD & CO. INCORPORATED


                              By:
                                 ---------------------------------------
                              Its:
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                              HA-LO INDUSTRIES, INC.


                              By:
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                              Its:
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