<PAGE>
                                      AGREEMENT


     AGREEMENT by and between HA-LO Industries, Inc., an Illinois banking
corporation (the "Company"), and Barbara G. Berman (the "Executive"), dated as
of the ____ day of _____________, 1997.

     The Board of Directors of the Company (the "Board"), has determined that it
is in the best interests of the Company and its shareholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined in Section
2) of the Company.  The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to encourage
the Executive's full attention and dedication to the Company currently and in
the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   CERTAIN DEFINITIONS.

          (a)  The "Effective Date" shall mean the first date during the Change
     of Control Period (as defined in Section 1(b)) on which a Change of Control
     occurs.  Anything in this Agreement to the contrary notwithstanding, if a
     Change of Control occurs and if the Executive's employment with the Company
     is terminated prior to the date on which the Change of Control occurs, and
     if it is reasonably demonstrated by the Executive that such termination of
     employment (i) was at the request of a third party who has taken steps
     reasonably calculated to effect the Change of Control or (ii) otherwise
     arose in connection with or anticipation of the Change of Control, then for
     all purposes of this Agreement the "Effective Date" shall mean the date
     immediately prior to the date of such termination of employment.

          (b)  The "Change of Control Period" shall mean the period commencing
     on the date hereof and ending on December 31, 1999; provided, however, that
     commencing January 1, 1999, and on each annual anniversary of such date
     (such date and each annual anniversary thereof shall be hereinafter
     referred to as the "Renewal Date"), the Change of Control Period shall be
     automatically extended so as to terminate two years from such Renewal Date,
     unless at least 60 days prior to the Renewal Date the Company shall give
     notice to the Executive that the Change of Control Period shall not be so
     extended.


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     2.   CHANGE OF CONTROL.  For the purpose of this Agreement, a "Change of
Control" shall mean:

          (a)  The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     30% or more of either (i) the then outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (ii) the combined
     voting power of the then outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"); provided, however, that the following
     acquisitions shall not constitute a Change of Control:  (i) any acquisition
     directly from the Company (excluding an acquisition by virtue of the
     exercise of a conversion privilege) to a Person whose holdings do not
     exceed 40% of the Outstanding Company Stock or the Outstanding Company
     Voting Securities prior to or after such transaction, (ii) any acquisition
     by the Company, (iii) any acquisition by any employee benefit plan (or
     related trust) sponsored or maintained by the Company or any corporation
     controlled by the Company or (iv) any acquisition by any corporation
     pursuant to a reorganization, merger or consolidation, if, following such
     reorganization, merger or consolidation, the conditions described in
     clauses (i) and (ii) of subsection (c) of this Section 2 are satisfied;

          (b)  Individuals who, as of the date hereof, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's shareholders, was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of either an actual or threatened election contest (as
     such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
     Exchange Act) or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board;

          (c)  Approval by the shareholders of the Company of a reorganization,
     merger or consolidation, in each case (with respect to such transactions
     effecting the Company), unless, following such reorganization, merger or
     consolidation, (i) more than 60% of, respectively, the then outstanding
     shares of common stock of the corporation resulting from such
     reorganization, merger or consolidation and the combined


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     voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors is
     then beneficially owned, directly or indirectly, by all or substantially
     all of the individuals and entities who were the beneficial owners,
     respectively, of the Outstanding Company Common Stock and Outstanding
     Company Voting Securities immediately prior to such reorganization,
     merger or consolidation in substantially the same proportions as their
     ownership, immediately prior to such reorganization, merger or
     consolidation, of the Outstanding Company Common Stock and Outstanding
     Company Voting Securities, as the case may be, and (ii) at least a
     majority of the members of the board of directors of the corporation
     resulting from such reorganization, merger or consolidation were members
     of the Incumbent Board at the time of the execution of the initial
     agreement providing for such reorganization, merger or consolidation; or

          (d)  Approval by the shareholders of the Company of (i) a complete
     liquidation or dissolution of the Company or (ii) the sale or other
     disposition of all or substantially all of the assets of the Company, other
     than to a corporation, with respect to which following such sale or other
     disposition, (A) more than 60% of, respectively, the then outstanding
     shares of common stock of such corporation and the combined voting power of
     the then outstanding voting securities of such corporation entitled to vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly, by all or substantially all of the individuals and entities
     who were the beneficial owners, respectively, of the Outstanding Company
     Common Stock and Outstanding Company Voting Securities immediately prior to
     such sale or other disposition in substantially the same proportion as
     their ownership, immediately prior to such sale or other disposition, of
     the Outstanding Company Common Stock and Outstanding Company Voting
     Securities, as the case may be, and (B) at least a majority of the members
     of the board of directors of such corporation were members of the Incumbent
     Board at the time of the execution of the initial agreement or action of
     the Board providing for such sale or other disposition of assets of the
     Company.

     3.   EMPLOYMENT PERIOD.  The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, in accordance with the terms and provisions of this Agreement,
for the period commencing on the Effective Date and ending on the eighteen month
anniversary of such date (the "Employment Period").


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     4.   TERMS OF EMPLOYMENT.

          (a)  POSITION AND DUTIES.

               (i)  During the Employment Period, (A) the Executive's position,
          authority, duties and responsibilities shall be at least commensurate
          in all material respects with the most significant of those held,
          exercised and assigned at any time during the 90-day period
          immediately preceding the Effective Date and (B) the Executive's
          services shall be performed at the location where the Executive was
          employed immediately preceding the Effective Date or any office which
          is the headquarters of the Company and is less than 25 miles from such
          location.

               (ii) During the Employment Period, and excluding any periods of
          vacation and sick leave to which the Executive is entitled, the
          Executive agrees to devote reasonable attention and time during normal
          business hours to the business and affairs of the Company and, to the
          extent necessary to discharge the responsibilities assigned to the
          Executive hereunder, to use the Executive's reasonable best efforts to
          perform faithfully and efficiently such responsibilities.  During the
          Employment Period it shall not be a violation of this Agreement for
          the Executive to (A) serve on corporate, civic or charitable boards or
          committees, (B) deliver lectures, fulfill speaking engagements or
          teach at educational institutions and (C) manage personal investments,
          so long as such activities do not significantly interfere with the
          performance of the Executive's responsibilities as an employee of the
          Company in accordance with this Agreement.  It is expressly understood
          and agreed that to the extent that any such activities have been
          conducted by the Executive prior to the Effective Date, the continued
          conduct of such activities (or the conduct of activities similar in
          nature and scope thereto) subsequent to the Effective Date shall not
          thereafter be deemed to interfere with the performance of the
          Executive's responsibilities to the Company.

          (b)  COMPENSATION.

               (i)    BASE SALARY.  During the Employment Period, the Executive
          shall receive an annual base salary ("Annual Base Salary"), which
          shall be paid in equal installments on a monthly basis, at least equal
          to twelve times the highest monthly base salary paid or payable to the
          Executive by the Company and its affiliated companies in respect of
          the twelve-month period immediately


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          preceding the month in which the Effective Date occurs.  During the
          Employment Period, the Annual Base Salary shall be reviewed at
          least annually and shall be increased at any time and from time to
          time as shall be substantially consistent with increases in base
          salary generally awarded in the ordinary course of business to
          other peer executives of the Company and its affiliated companies.
          Any increase in Annual Base Salary shall not serve to limit or
          reduce any other obligation to the Executive under this Agreement.
          Annual Base Salary shall not be reduced after any such increase and
          the term Annual Base Salary as utilized in this Agreement shall
          refer to Annual Base Salary as so increased.  As used in this
          Agreement, the term "affiliated companies" shall include any
          company controlled by, controlling or under common control with the
          Company.

               (ii)   ANNUAL BONUS; APPLICABLE COMMISSION POLICY.  In
          addition to Annual Base Salary, the Executive shall be awarded, for
          each fiscal year ending during the Employment Period, an annual
          bonus (the "Annual Bonus") in cash pursuant to the
          non-discretionary performed based cash bonus formula applicable to
          the Executive during the 90-day period immediately preceding the
          Effective Date.  Each such Annual Bonus shall be paid no later than
          the end of the third month of the fiscal year next following the
          fiscal year for which the Annual Bonus is awarded, unless the
          Executive shall elect to defer the receipt of such Annual Bonus.
          The Executive shall be paid commissions ("Commissions") on her
          sales of Company products in accordance with a commission policy no
          less favorable to Executive than the policy applicable to Executive
          during the 90-day period immediately preceding the Effective Date.

               (iii)  INCENTIVE, SAVINGS AND RETIREMENT PLANS.  During the
          Employment Period, the Executive shall be entitled to participate in
          all incentive, savings and retirement plans, practices, policies and
          programs (including without limited to deferred compensation,
          incentive stock option and stock appreciation rights plans and
          agreements) applicable generally to other peer executives of the
          Company and its affiliated companies, but in no event shall such
          plans, practices, policies and programs provide the Executive with
          incentive opportunities (measured with respect to both regular and
          special incentive opportunities, to the extent, if any, that such
          distinction is applicable), savings opportunities and retirement
          benefit opportunities, in each case, less favorable, in the aggregate,
          than the most favorable of those provided by the Company and its
          affiliated companies for the Executive under such plans,


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          practices, policies and programs as in effect at any time during
          the 90-day period immediately preceding the Effective Date or if
          more favorable to the Executive, those provided generally at any
          time after the Effective Date to other peer executives of the
          Company and its affiliated companies.

               (iv)   WELFARE BENEFIT PLANS.  During the Employment Period, the
          Executive and/or the Executive's family, as the case may be, shall be
          eligible for participation in and shall receive all benefits under
          welfare benefit plans, practices, policies and programs provided by
          the Company and its affiliated companies (including, without
          limitation, medical, prescription, dental, disability, salary
          continuance, employee life, group life, accidental death and travel
          accident insurance plans and programs) to the extent applicable
          generally to other peer executives of the Company and its affiliated
          companies, but in no event shall such plans, practices, policies and
          programs provide the Executive with benefits which are less favorable,
          in the aggregate, than the most favorable of such plans, practices,
          policies and programs in effect for the Executive at any time during
          the 90-day period immediately preceding the Effective Date or, if more
          favorable to the Executive, those provided generally at any time after
          the Effective Date to other peer executives of the Company and its
          affiliated companies.

               (v)    EXPENSES.  During the Employment Period, the Executive
          shall be entitled to receive prompt reimbursement for all reasonable
          employment expenses incurred by the Executive in accordance with the
          most favorable policies, practices and procedures of the Company and
          its affiliated companies in effect for the Executive at any time
          during the 90-day period immediately preceding the Effective Date or,
          if more favorable to the Executive, as in effect generally at any time
          thereafter with respect to other peer executives of the Company and
          its affiliated companies.

               (vi)   FRINGE BENEFITS.  During the Employment Period, the
          Executive shall be entitled to fringe benefits in accordance with the
          most favorable plans, practices, programs and policies of the Company
          and its affiliated companies in effect for the Executive at any time
          during the 90-day period immediately preceding the Effective Date or,
          if more favorable to the Executive, as in effect generally at any time
          thereafter with respect to other peer executives of the Company and
          its affiliated companies.


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               (vii)  OFFICE AND SUPPORT STAFF.  During the Employment
          Period, the Executive shall be entitled to an office or offices of a
          size and with furnishings and other appointments, and to exclusive
          personal secretarial and other assistance, at least equal to the most
          favorable of the foregoing provided to the Executive by the Company
          and its affiliated companies at any time during the 90-day period
          immediately preceding the Effective Date or, if more favorable to the
          Executive, as provided generally at any time thereafter with respect
          to other peer executives of the Company and its affiliated companies.

               (viii) VACATION.  During the Employment Period, the Executive
          shall be entitled to paid vacation in accordance with the most
          favorable plans, policies, programs and practices of the Company and
          its affiliated companies as in effect for the Executive at any time
          during the 90-day period immediately preceding the Effective Date or,
          if more favorable to the Executive, as in effect generally at any time
          thereafter with respect to other peer executives of the Company and
          its affiliated companies.

     5.   TERMINATION OF EMPLOYMENT.

          (a)  DEATH OR DISABILITY.  The Executive's employment shall terminate
     automatically upon the Executive's death during the Employment Period.  If
     the Company determines in good faith that the Disability of the Executive
     has occurred during the Employment Period (pursuant to the definition of
     Disability set forth below), it may give to the Executive written notice in
     accordance with Section 12(b) of its intention to terminate the Executive's
     employment.  In such event, the Executive's employment with the Company
     shall terminate effective on the 30th day after receipt of such notice by
     the Executive (the "Disability Effective Date"), provided that, within the
     30 days after such receipt, the Executive shall not have returned to
     full-time performance of the Executive's duties.  For purposes of this
     Agreement, "Disability" shall mean the absence of the Executive from the
     Executive's duties with the Company on a full-time basis for 180
     consecutive business days as a result of incapacity due to mental or
     physical illness which is determined to be total and permanent by a
     physician who is on the staff of a teaching hospital in Cook, Lake or
     DuPage Counties, Illinois selected by the Company or its insurers and
     acceptable to the Executive or the Executive's legal representative (such
     agreement as to acceptability not to be withheld unreasonably).

          (b)  CAUSE.  The Company may terminate the Executive's employment
     during the Employment Period for Cause.  For


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     purposes of this Agreement, "Cause" shall mean (i) a material breach by
     the Executive of the Executive's obligations under Section 4(a) (other
     than as a result of incapacity due to physical or mental illness) which
     is demonstrably willful and deliberate on the Executive's part, which is
     committed in bad faith or without reasonable belief that such breach is
     in the best interests of the Company and which is not remedied in a
     reasonable period of time after receipt of written notice from the
     Company specifying such breach or (ii) the conviction of the Executive
     of a felony involving moral turpitude.

          (c)  GOOD REASON.  The Executive's employment may be terminated during
     the Employment Period by the Executive for Good Reason.  For purposes of
     this Agreement, "Good Reason" shall mean

               (i)   the assignment to the Executive (or the elimination of) of
          any duties inconsistent in any respect with the Executive's position
          (including status, offices, titles and reporting requirements),
          authority, duties or responsibilities as contemplated by Section 4(a)
          or any other action by the Company which results in a diminution in
          such position, authority, duties or responsibilities, excluding for
          this purpose an isolated, insubstantial and inadvertent action not
          taken in bad faith and which is remedied by the Company promptly after
          receipt of notice thereof given by the Executive;

               (ii)  any failure by the Company to comply with any of the
          provisions of Section 4(b), other than an isolated, insubstantial and
          inadvertent failure not occurring in bad faith and which is remedied
          by the Company promptly after receipt of notice thereof given by the
          Executive;

               (iii) the Company's requiring the Executive to be based at any
          office or location other than that described in Section 4(a)(i)(B);

               (iv)  any purported termination by the Company of the Executive's
          employment otherwise than as expressly permitted by this Agreement; or

               (v)   any failure by the Company to comply with and satisfy
          Section 11(c), provided that such successor has received at least ten
          days prior written notice from the Company or the Executive of the
          requirements of Section 11(c).

     For purposes of this Section 5(c), any good faith determination of "Good
     Reason" made by the Executive shall be conclusive.


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<PAGE>


          (d)  NOTICE OF TERMINATION.  Any termination by the Company for Cause
     or by the Executive for Good Reason, shall be communicated by Notice of
     Termination to the other party hereto given in accordance with Section
     12(b).  For purposes of this Agreement, a "Notice of Termination" means a
     written notice which (i) indicates the specific termination provision in
     this Agreement relied upon, (ii) to the extent applicable, sets forth in
     reasonable detail the facts and circumstances claimed to provide a basis
     for termination of the Executive's employment under the provision so
     indicated and (iii) if the Date of Termination (as defined below) is other
     than the date of receipt of such notice, specifies the termination date
     (which date shall be not more than 15 days after the giving of such
     notice).  The failure by the Executive or the Company to set forth in the
     Notice of Termination any fact or circumstance which contributes to a
     showing of Good Reason or Cause shall not waive any right of the Executive
     or the Company hereunder or preclude the Executive or the Company from
     asserting such fact or circumstance in enforcing the Executive's or the
     Company's rights hereunder.

          (e)  DATE OF TERMINATION.  "Date of Termination" means (i) if the
     Executive's employment is terminated by the Company for Cause or by the
     Executive for Good Reason, the date of receipt of the Notice of Termination
     or any later date specified therein, as the case may be, (ii) if the
     Executive's employment is terminated by the Company other than for Cause or
     Disability, the Date of Termination shall be the date on which the Company
     notifies the Executive of such termination and (iii) if the Executive's
     employment is terminated by reason of death or Disability, the Date of
     Termination shall be the date of death of the Executive or the Disability
     Effective Date, as the case may be.

     6.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (a)  GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.  If,
     during the Employment Period, the Company shall terminate the Executive's
     employment other than for Cause or Disability or the Executive shall
     terminate employment for Good Reason (or, with respect to Section 6(a)(ii)
     hereof, in all event upon a Change of Control):

               (i)   the Company shall pay to the Executive in a lump sum in
          cash within 30 days after the Date of Termination the aggregate of the
          following amounts:

                    A.   the sum of (1) the Executive's Annual Base Salary
               through the Date of Termination to the extent not theretofore
               paid, (2) the product of (x) the sum of the Annual Bonus and
               Commissions paid to the Executive for the fiscal year prior to
               the


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               Employment Period and (y) a fraction, the numerator of which
               is the number of days in the current fiscal year through the Date
               of Termination, and the denominator of which is 365 and (3) any
               compensation previously deferred by the Executive (together with
               any accrued interest or earnings thereon) and any accrued
               vacation pay, in each case to the extent not theretofore paid
               (the sum of the amounts described in clauses (1), (2) and (3)
               shall be hereinafter referred to as the "Accrued Obligations");
               and

                    B.   the amount (such amount shall be hereinafter referred
               to as the "Severance Amount") equal to the product of (1) 2.00
               multiplied by (2) the sum of (x) the Executive's Annual Base
               Salary at the time the Notice of Termination was given and (y)
               the sum of the Annual Bonus plus Commissions paid to the
               Executive for the immediately preceding fiscal year, provided,
               however, that the Severance Amount shall be lessened by the
               amount, if at all, of any other cash severance benefits received
               by the Executive or any other cash payments made by the Company
               to the Executive with regard to contractual rights of the
               Executive (other than those set forth in this Agreement) to
               receive salary, bonus or commission compensation from the Company
               for periods following the Date of Termination; and

               (ii)  at all time during the Employment Period the Company shall
          continue benefits to the Executive and/or the Executive's family at
          least equal to those which would have been provided to them in
          accordance with the plans, programs, practices and policies described
          in Section 4(b)(iv) as in effect and applicable generally to other
          peer executives and their families during the 90-day period
          immediately preceding the Effective Date or, if more favorable to the
          Executive, as in effect generally at any time thereafter with respect
          to the Executive or other peer executives of the Company and its
          affiliated companies and their families, provided, however, that if
          the Executive becomes reemployed with another employer and is eligible
          to receive medical or other welfare benefits under another employer
          provided plan, the medical and other welfare benefits described herein
          shall be secondary to those provided under such other plan during such
          applicable period of eligibility (such continuation of such benefits
          for the applicable period herein set forth shall be hereinafter
          referred to as "Welfare Benefit Continuation"); and


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               (iii) to the extent not theretofore paid or provided, the
          Company shall timely pay or provide to the Executive and/or the
          Executive's family any other amounts or benefits required to be paid
          or provided or which the Executive and/or the Executive's family is
          eligible to receive pursuant to this Agreement and under any plan,
          program, policy or practice or contract or agreement of the Company
          and its affiliated companies as in effect and applicable generally to
          other peer executives and their families during the 90-day period
          immediately preceding the Effective Date or, if more favorable to the
          Executive, as in effect generally thereafter with respect to other
          peer executives of the Company and its affiliated companies and their
          families (such other amounts and benefits shall be hereinafter
          referred to as the "Other Benefits").

          (b)  DEATH.  If the Executive's employment is terminated by reason of
     the Executive's death during the Employment Period, this Agreement shall
     terminate without further obligations to the Executive's legal
     representatives under this Agreement, other than for (i) payment of Accrued
     Obligations (which shall be paid to the Executive's estate or beneficiary,
     as applicable, in a lump sum in cash within 30 days of the Date of
     Termination) and the timely payment or provision of the Welfare Benefit
     Continuation and Other Benefits (excluding, in each case, Death Benefits
     (as defined below)) and (ii) payment to the Executive's estate or
     beneficiary, as applicable, of any cash amount to be received by the
     Executive or the Executive's family as a death benefit pursuant to the
     terms of any plan, policy or arrangement of the Company and its affiliated
     companies, but not including any proceeds of life insurance covering the
     Executive to the extent paid for directly or on a contributory basis by the
     Executive (which shall be paid in any event as an Other Benefit) (the
     benefits included in this clause (B) shall be hereinafter referred to as
     the "Death Benefits").

          (c)  DISABILITY.  If the Executive's employment is terminated by
     reason of the Executive's Disability during the Employment Period, this
     Agreement shall terminate without further obligations to the Executive,
     other than for (i) payment of Accrued Obligations (which shall be paid to
     the Executive in a lump sum in cash within 30 days of the Date of
     Termination) and the timely payment or provision of the Welfare Benefit
     Continuation and Other Benefits (excluding, in each case, Disability
     Benefits (as defined below)) and (ii) payment to the Executive of any cash
     amount to be received by the Executive as a disability benefit pursuant to
     the terms of any plan, policy or arrangement of the Company and its
     affiliated companies, but not including any proceeds of disability
     insurance covering the Executive to the extent paid


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     for directly or on a contributory basis by the Executive (which shall be
     paid in any event as an Other Benefit) (the benefits included in this
     clause (B) shall be hereinafter referred to as the "Disability
     Benefits").

          (d)  CAUSE; OTHER THAN FOR GOOD REASON.  If the Executive's employment
     shall be terminated for Cause during the Employment Period, this Agreement
     shall terminate without further obligations to the Executive other than the
     obligation to pay to the Executive Annual Base Salary through the Date of
     Termination plus the amount of any compensation previously deferred by the
     Executive, in each case to the extent theretofore unpaid.  If the Executive
     terminates employment during the Employment Period, excluding a termination
     either for Good Reason, this Agreement shall terminate without further
     obligations to the Executive, other than for Accrued Obligations and the
     timely payment or provision of Other Benefits.  In such case, all Accrued
     Obligations shall be paid to the Executive in a lump sum in cash within 30
     days of the Date of Termination.

     7.   NON-EXCLUSIVITY OF RIGHTS.  Except as provided in Sections 6(a)(ii),
6(b) and 6(c), nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies.  Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

     8.   RESOLUTION OF DISPUTES.

          (a)  The Company's obligation to make the payments provided for in
     this Agreement and otherwise to perform its obligations hereunder shall not
     be affected by any set-off, counterclaim, recoupment, defense or other
     claim, right or action which the Company may have against the Executive or
     others.  In no event shall the Executive be obligated to seek other
     employment or take any other action by way of mitigation of the amounts
     payable to the Executive under any of the provisions of this Agreement and,
     except as provided in Section 6(a)(ii), such amounts shall not be reduced
     whether or not the Executive obtains other employment.  The Company agrees
     to pay promptly as incurred, to the full extent permitted by law, all legal
     fees and expenses which the


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     Executive may reasonably incur as a result of any contest (regardless of
     the outcome thereof) by the Company, the Executive or others of the
     validity or enforceability of, or liability under, any provision of this
     Agreement or any guarantee of performance thereof (including as a result
     of any contest by the Executive about the amount of any payment pursuant
     to this Agreement), plus in each case interest on any delayed payment at
     the applicable Federal rate provided for in Section 7872(f)(2)(A) of the
     Code.

          (b)  If there shall be any dispute between the Company and the
     Executive (i) in the event of any termination of the Executive's employment
     by the Company, whether such termination was for Cause, or (ii) in the
     event of any termination of employment by the Executive, whether Good
     Reason existed, then, unless and until there is a final, nonappealable
     judgment by a court of competent jurisdiction declaring that such
     termination was for Cause or that the determination by the Executive of the
     existence of Good Reason was not made in good faith, the Company shall pay
     all amounts, and provide all benefits, to the Executive and/or the
     Executive's family or other beneficiaries, as the case may be, that the
     Company would be required to pay or provide pursuant to Section 6(a) as
     though such termination were by the Company without Cause or by the
     Executive with Good Reason; provided, however, that the Company shall not
     be required to pay any disputed amounts pursuant to this paragraph except
     upon receipt of an undertaking by or on behalf of the Executive to repay
     all such amounts to which the Executive is ultimately adjudged by such
     court not to be entitled.

     9.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

          (a)  Anything in this Agreement to the contrary notwithstanding, in
     the event it shall be determined that any payment or distribution by the
     Company to or for the benefit of the Executive (whether paid or payable or
     distributed or distributable pursuant to the terms of this Agreement or
     otherwise, but determined without regard to any additional payments
     required under this Section 9) (a "Payment") would be subject to the excise
     tax imposed by Section 4999 of the Code or any interest or penalties are
     incurred by the Executive with respect to such excise tax (such excise tax,
     together with any such interest and penalties, are hereinafter collectively
     referred to as the "Excise Tax"), then the Executive shall be entitled to
     receive an additional payment (a "Gross-Up Payment") in an amount such that
     after payment by the Executive of all taxes (including any interest or
     penalties imposed with respect to such taxes), including, without
     limitation, any income taxes (and any interest and penalties imposed with
     respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
     Executive retains an amount of


                                        -13-
<PAGE>


     the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b)  Subject to the provisions of Section 9(c), all determinations
     required to be made under this Section 9, including whether and when a
     Gross-Up Payment is required and the amount of such Gross-Up Payment and
     the assumptions to be utilized in arriving at such determination, shall be
     made by the accounting firm of Arthur Anderson LLP, or its duly authorized
     successor (the "Accounting Firm") which shall provide detailed supporting
     calculations both to the Company and the Executive within 15 business days
     of the receipt of notice from the Executive that there has been a Payment,
     or such earlier time as is requested by the Company.  In the event that the
     Accounting Firm is serving as accountant or auditor for the individual,
     entity or group effecting the Change of Control, the Executive shall
     appoint another nationally recognized accounting firm to make the
     determinations required hereunder (which accounting firm shall then be
     referred to as the Accounting Firm hereunder).  All fees and expenses of
     the Accounting Firm shall be borne solely by the Company.  Any Gross-Up
     Payment, as determined pursuant to this Section 9, shall be paid by the
     Company to the Executive within five days of the receipt of the Accounting
     Firm's determination.  If the Accounting Firm determines that no Excise Tax
     is payable by the Executive, it shall furnish the Executive with a written
     opinion that failure to report the Excise Tax on the Executive's applicable
     federal income tax return would not result in the imposition of a
     negligence or similar penalty.  Any determination by the Accounting Firm
     shall be binding upon the Company and the Executive.  As a result of the
     uncertainty in the application of Section 4999 of the Code at the time of
     the initial determination by the Accounting Firm hereunder, it is possible
     that Gross-Up Payments which will not have been made by the Company should
     have been made ("Underpayment"), consistent with the calculations required
     to be made hereunder.  In the event that the Company exhausts its remedies
     pursuant to Section 9(c) and the Executive thereafter is required to make a
     payment of any Excise Tax, the Accounting Firm shall determine the amount
     of the Underpayment that has occurred and any such Underpayment shall be
     promptly paid by the Company to or for the benefit of the Executive.

          (c)  The Executive shall notify the Company in writing of any claim by
     the Internal Revenue Service that, if successful, would require the payment
     by the Company of the Gross-Up Payment.  Such notification shall be given
     as soon as practicable but no later than ten business days after the
     Executive is informed in writing of such claim and shall apprise the
     Company of the nature of such claim and the date on which such claim is
     requested to be paid.  The Executive


                                       -14-
<PAGE>


     shall not pay such claim prior to the expiration of the 30-day period
     following the date on which it gives such notice to the Company (or such
     shorter period ending on the date that any payment of taxes with respect
     to such claim is due).If the Company notifies the Executive in writing
     prior to the expiration of such period that it desires to contest such
     claim, the Executive shall:

               (i)   give the Company any information reasonably requested by
          the Company relating to such claim,

               (ii)  take such action in connection with contesting such claim
          as the Company shall reasonably request in writing from time to time,
          including, without limitation, accepting legal representation with
          respect to such claim by an attorney reasonably selected by the
          Company,

               (iii) cooperate with the Company in good faith in order
          effectively to contest such claim, and

               (iv)  permit the Company to participate in any proceedings
          relating to such claim;

     provided, however, that the Company shall bear and pay directly all costs
     and expenses (including additional interest and penalties) incurred in
     connection with such contest and shall indemnify and hold the Executive
     harmless, on an after-tax basis, for any Excise Tax or income tax
     (including interest and penalties with respect thereto) imposed as a result
     of such representation and payment of costs and expenses.Without limitation
     on the foregoing provisions of this Section 9(c), the Company shall control
     all proceedings taken in connection with such contest and, at its sole
     option, may pursue or forgo any and all administrative appeals,
     proceedings, hearings and conferences with the taxing authority in respect
     of such claim and may, at its sole option, either direct the Executive to
     pay the tax claimed and sue for a refund or contest the claim in any
     permissible manner, and the Executive agrees to prosecute such contest to a
     determination before any administrative tribunal, in a court of initial
     jurisdiction and in one or more appellate courts, as the Company shall
     determine; provided, however, that if the Company directs the Executive to
     pay such claim and sue for a refund, the Company shall advance the amount
     of such payment to the Executive, on an interest-free basis and shall
     indemnify and hold the Executive harmless, on an after-tax basis, from any
     Excise Tax or income tax (including interest or penalties with respect
     thereto) imposed with respect to such advance or with respect to any
     imputed income with respect to such advance; and further provided that any
     extension of the statute of limitations relating to payment of


                                     -15-
<PAGE>


     taxes for the taxable year of the Executive with respect to which such
     contested amount is claimed to be due is limited solely to such
     contested amount. Furthermore, the Company's control of the contest
     shall be limited to issues with respect to which a Gross-Up Payment
     would be payable hereunder and the Executive shall be entitled to settle
     or contest, as the case may be, any other issue raised by the Internal
     Revenue Service or any other taxing authority.

          (d)  If, after the receipt by the Executive of an amount advanced by
     the Company pursuant to Section 9(c), the Executive becomes entitled to
     receive any refund with respect to such claim, the Executive shall (subject
     to the Company's complying with the requirements of Section 9(c)) promptly
     pay to the Company the amount of such refund (together with any interest
     paid or credited thereon after taxes applicable thereto).  If, after the
     receipt by the Executive of an amount advanced by the Company pursuant to
     Section 9(c), a determination is made that the Executive shall not be
     entitled to any refund with respect to such claim and the Company does not
     notify the Executive in writing of its intent to contest such denial of
     refund prior to the expiration of 30 days after such determination, then
     such advance shall be forgiven and shall not be required to be repaid and
     the amount of such advance shall offset, to the extent thereof, the amount
     of Gross-Up Payment required to be paid.

     10.  CONFIDENTIAL INFORMATION; NON-COMPETITION.

          (a)  The Executive shall hold in a fiduciary capacity for the benefit
     of the Company all secret or confidential information, knowledge or data
     relating to the Company or any of its affiliated companies, and their
     respective businesses, which shall have been obtained by the Executive
     during the Executive's employment by the Company or any of its affiliated
     companies and which shall not be or become public knowledge (other than by
     acts by the Executive or representatives of the Executive in violation of
     this Agreement).  After termination of the Executive's employment with the
     Company, the Executive shall not, without the prior written consent of the
     Company or as may otherwise be required by law or legal process,
     communicate or divulge any such information, knowledge or data to anyone
     other than the Company and those designated by it.

          (b)  In consideration of the promises of the Company herein, the
     Executive hereby agrees that while employed by the Company and for a period
     of one (1) year after the termination of Executive's employment with the
     Company, for any reason, the Executive shall not, directly or indirectly,
     in any capacity without the prior written consent of the Company, (i) in
     the United States and Canada, for her own account or as an employee,
     consultant, agent, partner, joint venturer, owner or


                                   -16-
<PAGE>


     officer of any other person, firm, partnership, corporation or other
     entity, conduct or engage in any business directly competitive with the
     business of the Company as of the date of the termination of the
     Executive's employment, (ii) solicit or engage in the business conducted
     by the Company with a customer or prospective customer of the Company
     regarding which customer or prospective customer Executive had direct or
     indirect contact as an employee of the Company or with respect to whom
     the Executive learned information while so employed, or (iii) solicit
     any employee, agent or independent contractor of the Company, the
     product of which contract will or may yield a termination of the
     employment or agency relationship of such individual with the Company.

     11.  SUCCESSORS.

          (a)  This Agreement is personal to the Executive and without the prior
     written consent of the Company shall not be assignable by the Executive
     otherwise than by will or the laws of descent and distribution.  This
     Agreement shall inure to the benefit of and be enforceable by the
     Executive's legal representatives.

          (b)  This Agreement shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.

          (c)  The Company will require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business and/or assets of the Company to assume
     expressly and agree to perform this Agreement in the same manner and to the
     same extent that the Company would be required to perform it if no such
     succession had taken place.  As used in this Agreement, "Company" shall
     mean the Company as hereinbefore defined and any successor to its business
     and/or assets as aforesaid which assumes and agrees to perform this
     Agreement by operation of law, or otherwise.

     12.  MISCELLANEOUS.

          (a)  This Agreement shall be governed by and construed in accordance
     with the laws of the State of Illinois, without reference to principles of
     conflict of laws.  The captions of this Agreement are not part of the
     provisions hereof and shall have no force or effect.  This Agreement may
     not be amended or modified otherwise than by a written agreement executed
     by the parties hereto or their respective successors and legal
     representatives.

          (b)  All notices and other communications hereunder shall be in
     writing and shall be given by hand delivery to the other


                                   -17-
<PAGE>


     party or by registered or certified mail, return receipt requested,
     postage prepaid, addressed as follows:

          IF TO THE EXECUTIVE:     Barbara G. Berman
                                   6007 N. Sheridan Road, Apt. 18A
                                   Chicago, Illinois  60660

          IF TO THE COMPANY:       HA-LO Industries, Inc.
                                   5980 Touhy Avenue
                                   Niles, Illinois  60714

          Attention:               Lou Weisbach
                                   President

     or to such other address as either party shall have furnished to the other
     in writing in accordance herewith.  Notice and communications shall be
     effective when actually received by the addressee.

          (c)  The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement.

          (d)  The Company may withhold from any amounts payable under this
     Agreement such Federal, state or local taxes as shall be required to be
     withheld pursuant to any applicable law or regulation.

          (e)  The Executive's or the Company's failure to insist upon strict
     compliance with any provision hereof or any other provision of this
     Agreement or the failure to assert any right the Executive or the Company
     may have hereunder, including, without limitation, the right of the
     Executive to terminate employment for Good Reason pursuant to Section
     5(c)(i)-(v), shall not be deemed to be a waiver of such provision or right
     or any other provision or right of this Agreement.

          (f)  The Executive and the Company acknowledge that, except as may
     otherwise be provided under any other written agreement between the
     Executive and the Company, the employment of the Executive by the Company
     is "at will" and, prior to the Effective Date, may be terminated by either
     the Executive or the Company at any time.  Moreover, if prior to the
     Effective Date, the Executive's employment with the Company terminates,
     then the Executive shall have no further rights under this Agreement.


                                      -18-
<PAGE>


     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.



                                   ----------------------------------
                                   Barbara G. Berman


                                   HA-LO INDUSTRIES, INC.


                                   By:
                                      -------------------------------
                                      Its:
                                          ---------------------------




                                     -19-