RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE
PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT
AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG
THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION WHATSOEVER
BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first set forth above.
EQUITY MARKETING, INC.
By: /s/
LELAND P. SMITH
Name: Leland P. Smith
Title: Senior Vice President
HA-LO INDUSTRIES, INC.
By: /s/
MARC S. SIMON
Name: Marc S. Simon
Title: Chief Executive Officer
PROMOTIONAL MARKETING, L.L.C.
d/b/a UPSHOT
By: /s/
MARC S. SIMON
Name: Marc S. Simon
Title: Manager
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QuickLinks
EXHIBIT 10.1
TABLE OF CONTENTS
ASSET PURCHASE AGREEMENT
RECITALS
AGREEMENT
ARTICLE I. DEFINITIONS
ARTICLE II. PURCHASE AND SALE OF ASSETS; PURCHASE PRICE
ARTICLE III. CLOSING
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF ACQUIROR
ARTICLE VI. COVENANTS OF THE SELLER PARTIES AND ACQUIROR
ARTICLE VII. CONSENTS TO ASSIGNMENT
ARTICLE VIII. CONDITIONS TO THE SELLER PARTIES' OBLIGATIONS
ARTICLE IX. CONDITIONS TO ACQUIROR'S OBLIGATIONS
ARTICLE X. ACTIONS BY SELLER AND ACQUIROR AFTER THE CLOSING
ARTICLE XI. TERMINATION
ARTICLE XII. MISCELLANEOUS