AMENDMENT NO. 2
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                            DATED AS OF JUNE 13, 1997

         Amendment  No. 2 (this  "Amendment")  dated as of June 13,  1997 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
BANKBOSTON,  N.A.,  (formerly  known as "The First  National  Bank of Boston") a
national  banking  association  and the other financial  institutions  listed on
Schedule 1 thereto and BANKBOSTON,  N.A.  (formerly known as "The First National
Bank of  Boston")  as agent (the  "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.      Amendments to the Credit Agreement.

         (a) Section 4.3. Section 4.3 is hereby amended by deleting ss.4.3(b) in
its entirety and renumbering the current "ss.4.3(c)" to read "ss.4.3(b)".

         (b) Section 10.11.  Section 10.11 is hereby amended and restated in its
entirety to read as follows:

         "ss.10.11.  Permitted  Transactions.  The Borrower may make Investments
(in  addition  to the  Investments  permitted  pursuant  to  ss.10.3(a)  through
10.3(j)),  Distributions  (in addition to  Distributions  permitted  pursuant to
ss.10.4(i) through 10.4(lv)) and prepayments, repurchases, or redemptions of the
Senior  Subordinated Notes after the Closing Date so long as such amounts do not
exceed in the aggregate  (i) fifty percent (50%) of the aggregate  amount of any
positive Excess Cash Flow from and after June 30, 1996, minus (ii) the aggregate
amount  of any  negative  Excess  Cash Flow from and  after  June 30,  1996.  In
addition, and notwithstanding the foregoing,  the Borrower may make prepayments,
repurchases or redemptions of the Senior  Subordinated  Notes up to an aggregate
amount of $20,000,000 of face value,  plus any prepayment  penalties or premiums
required to be paid or accrued in connection with such prepayment, repurchase or
redemption  of the Senior  Subordinated  Note s (which  amounts will be excluded
from  the  calculation  in the  previous  sentence)  so long as  after  any such
prepayments,  repurchases,  or redemptions  by the Borrower,  the Borrower shall
have a minimum  borrowing  availability  under  the  Revolving  Credit  Loans of
$5,000,000."


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         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)
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.


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         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 all of the 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.

                  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


                                     BANKBOSTON, N.A., individually
                                          and as Agent

                                       By: /s/ Mark Gertrof
                                           ------------------------------------
                                      Name: Mark Gertrof
                                     Title: Director
                                           

                                     ABN AMRO BANK N.V.

By: /s/ David E. Collignon             By: /s/ Amy E. Lauterjung
----------------------------               ----------------------------
Name: David E. Collignon                   Name: Amy E. Lauterjung
Title: Vice President                      Title: Assistant Vice President


                                     THE BANK OF NEW YORK


                                       By: /s/ John R. Ciulla
                                           ------------------------------------
                                      Name: John R. Ciulla
                                     Title: Assistant Vice President


                                     HARRIS TRUST AND SAVING 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


                                     KEYBANK National Association


                                       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