Exhibit 10.64

                                 PROMISSORY NOTE

$5,000,000.00                                                   JANUARY 6, 2000


         FOR VALUE RECEIVED, the undersigned, STARBELLY.COM, INC., a Delaware
Corporation ("Company"), hereby promises to pay to the order of HA-LO
INDUSTRIES, INC., an Illinois Corporation, the principal sum of FIVE MILLION AND
NO/100THS DOLLARS ($5,000,000.00) (the "Principal Balance"), plus interest
thereon as set forth below, in accordance with the following:

         I. INTEREST RATE. The Principal Balance shall bear interest at 6% per
annum. Interest shall be computed on the basis of a year consisting of 365 days
and charged for the actual number of days during the period for which the
Principal Balance is outstanding. If the Principal Balance is not paid when due
under Article II and III hereof, then the Principal Balance shall bear interest
at the rate of 11% per annum from the date of default.

         II. PAYMENT. The Principal Balance, together with all accrued and
unpaid interest on the Principal Balance, shall be payable on December 31, 2000
(the "Maturity Date"). Payment shall be made in lawful money of the United
States of America by payment to HA-LO Industries, Inc. either by wire transfer
or by certified check at the following address:

                              5980 West Touhy,
                              Niles, Illinois 60714

         III. PREPAYMENTS. This Promissory Note may be prepaid in whole or in
part at any time, without penalty or premium. Prepayment of the Principal
Balance and accrued and unpaid interest on the Principal Balance shall be made
if the Company obtains additional equity financing(s) in the amount of at least
FIVE MILLION DOLLARS AND NO/100THS DOLLARS ($5,000,000) or upon the occurrence
of an initial public offering (either being a "Capital Investment"). In the
event such prepayment shall be required, it shall be made to the extent of the
proceeds of the Capital Investment (up to the amount due) on or prior to the
expiration of five (5) business days from the date the Company receives such
proceeds from the Capital Investment.

         IV. GOVERNING LAW. This Promissory Note shall be construed in
accordance with and governed by the laws and decisions of the State of Illinois.
Any disputes arising under the terms of this Promissory Note shall be resolved
by and within Illinois courts.

         V. FEES. The non-prevailing party of any such dispute shall pay the
attorney's fees of the prevailing party.



         VI. BANKRUPTCY. In the event of a bankruptcy, assignment for the
benefit of creditors or any such similar event involving the company, then the
Principal Balance plus all accrued and unpaid interest shall be immediately due
and payable.

         IN WITNESS WHEREOF, this Promissory Note has been executed and
delivered by the undersigned by its duly authorized officer on the date first
set forth above.

                                             STARBELLY.COM, INC., a Delaware
                                             Corporation

                                             By:
                                                -------------------------------
                                             Name:    Eric Lefkofsky
                                             Title:   Chairman









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