AMENDMENT NO. 1
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                          DATED AS OF NOVEMBER 29, 1996

         Amendment No. 1 (this "Amendment") dated as of November 29, 1996 to the
Revolving  Credit  and Term  Loan  Agreement,  dated as of August  22,  1995 (as
amended and in effect from time to time, the "Credit  Agreement"),  by and among
HERFF JONES, INC. (the "Borrower"),  an Indiana corporation having its principal
place of  business at 4501 West 62nd  Street,  Indianapolis,  IN 46268,  and THE
FIRST  NATIONAL BANK OF BOSTON,  a national  banking  association  and the other
financial  institutions listed on Schedule 1 thereto and THE FIRST NATIONAL BANK
OF BOSTON as agent for itself and such other financial institutions. Terms which
are used herein without definition and which are defined in the Credit Agreement
shall have the same meaning herein as in the Credit Agreement.

         WHEREAS,  the Borrower has requested that the Banks amend certain terms
and conditions of the Credit  Agreement and the Banks,  subject to the terms and
conditions set forth below, have agreed to amend the Credit Agreement;

         NOW,  THEREFORE,  in  consideration of the foregoing  premises,  on the
terms and subject to the conditions set forth herein,  the parties hereto hereby
agree as follows:

         ss. 1. Amendment to the Credit  Agreement,  Section 5.6. Section 5.6 is
hereby  amended by deleting  the phrase  "annually in advance" in line 5 of such
section 5.6 and substituting the phrase "quarterly in arrears" therefor.

         ss.2.  Affirmation  and  Acknowledgment  of the Borrower,  The Borrower
hereby  ratifies  and  confirms  all of its  Obligations  to the  Banks  and the
Borrower  hereby  affirms its absolute and  unconditional  promise to pay to the
Banks the Loans and all other amounts due under the Credit Agreement, as amended
hereby.

         ss.3.  Representation  and  Warranties.  The  Borrower  represents  and
warrants to each of the Banks and the Agent as follows:

                ss.3.01 Representations and Warranties in Credit Agreement.  The
representations and warranties of the Borrower contained in the Credit Agreement
(i) were  true and  correct  when  made and (ii)  after  giving  effect  to this
Amendment,  continue to be true and  correct on the date  hereof  (except to the
extent of changes resulting from  transactions  contemplated or permitted by the
Credit  Agreement,  as amended  hereby,  and changes  occurring  in the ordinary
course of business that singly or in the aggregate are not  materially  adverse,
and to the extent that such  representations  and warranties relate expressly to
an earlier date).

                ss.3.02 Authority. The execution and delivery by the Borrower of
this  Amendment  and the  performance  by the  Borrower  of its  agreements  and
obligations under this Amendment are within its corporate authority,.  have been
duly authorized by all necessary corporate action and do not and will not (i)


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contravene any provision of its charter documents or any amendment thereof, (ii)
conflict  with,  or  result  in a breach  of any  material  term,  condition  or
provision  of, or  constitute  a default  under or result in the creation of any
mortgage, lien, pledge, 'Charge, security interest or other encumbrance upon any
of its property under any agreement, deed of trust, indenture, mortgage or other
instruments  to which it is a party or by which any of its  properties are bound
including,  without  limitation,  any of the Loan  Documents,  (iii)  violate or
contravene  any provision of any law,  statute,  rule or regulation to which the
Borrower  is  subject  or  any  decree,  order  or  judgment  of  any  court  or
governmental or regulatory  authority,  bureau, agency or official applicable to
the  Borrower,  (iv)  require any  waivers,  consents or approvals by any of its
creditors  which have not been obtained,  or (v) require any approval,  consent,
order,  authorization  or license  by, or giving  notice to, or taking any other
action with respect to, any governmental or regulatory authority or agency under
any provision of any law,  except those actions which have been taken or will be
taken prior to the date of execution of this Amendment.

                ss.3.03  Enforceability  of Obligations.  This Amendment and the
Credit  Agreement,  as amended hereby,  constitute the legal,  valid and binding
obligations of the Borrower  enforceable against the Borrower in accordance with
their  respective  terms,  provided  that  (i)  enforcement  may be  limited  by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application  affecting the rights and remedies of creditors and (ii) the
availability of the remedies of specific  performance and injunctive  relief may
be subject to the discretion of the court before which any  proceedings for such
remedies may be brought.

         ss.4. Condition to Effectiveness. This Amendment shall become effective
as of the date  hereof  subject  to the  receipt  by the Agent of duly  executed
counterparts of this Amendment which,  when taken together,  bear the authorized
signatures of each of the Borrower, and the Majority Banks.

         ss.5.      Miscellaneous Provisions.

                ss.5.01.   Except  as  otherwise   expressly  provided  by  this
Amendment,  all of the terms,  conditions and provisions of the Credit Agreement
shall remain the same.  It is declared and agreed by each of the parties  hereto
that the Credit  Agreement,  as amended  hereby shall continue in full force and
effect.

                ss.5.02.THIS   AMENDMENT  IS  INTENDED  TO  TAKE  EFFECT  AS  AN
AGREEMENT  UNDER SEAL AND SHALL BE  CONSTRUED  ACCORDING  TO AND GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.

                ss.5.03.  This  Amendment  may  be  executed  in any  number  of
counterparts,  but all  such  counterparts  shall  together  constitute  but one
instrument.  In making  proof of this  Amendment  it shall not be  necessary  to
produce or account for more than one counterpart  signed by each party hereto by
and against which enforcement hereof is sought.


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                ss. 5.04. The Borrower  agrees to pay to the Agent, on demand by
the Agent, all reasonable out-of-pocket costs and expenses incurred or sustained
by the Agent in  connection  with this  Amendment  (including  reasonable  legal
fees).


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         IN WITNESS  WHEREOF,  the  undersigned  have duly  executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                          HERFF JONES, INC.


                                        By: /s/ Lawrence F. Fehr
                                            ------------------------------------
                                            Name: Lawrence F. Fehr
                                            Title: Vice President-Finance &
                                                   Chief Financial Office


                                        THE FIRST NATIONAL BANK OF
                                        BOSTON, individually and as Agent


                                        By: /s/ Ellen L. Heath
                                           -------------------------------------
                                           Name: Ellen L. Heath
                                           Title: Director


                               ABN AMR0 BANK N.V.


By: /s/ Laurie D. Flom                  By: /s/ David C. Sagers
---------------------------                 ------------------------------------
Name: Laurie D. Flom                        Name: David C. Sagers
Title: Vice President                       Title: Vice President


                                        THE BANK OF NEW YORK

                                        By: /s/ John M. Lokay
                                           -------------------------------------
                                           Name: John M. Lokay, Jr.
                                           Title: Vice President


                                        HARRIS TRUST AND SAVINGS BANK

                                        By: /s/ Peter Krawchuk
                                           -------------------------------------
                                           Name: Peter Krawchuk
                                           Title:  Vice President


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                                        NATIONAL CITY BANK


                                        By: /s/ Randy J. Collier
                                           -------------------------------------
                                           Name: Randy J. Collier
                                           Title: Vice President


                                        SOCIETY NATIONAL BANK


                                        By: /s/ Frank J. Jancar
                                           -------------------------------------
                                           Name: Frank J. Jancar
                                           Title: Vice President

                                     BANK OF AMERICA ILLINOIS


                                       By: /s/ Michael G. Healy
                                           ------------------------------------
                                      Name: Michael G. Healy
                                     Title: Vice President