ASSUMPTION AND SUPPLEMENT TO GUARANTY AGREEMENT

         This Assumption and Supplement to Guaranty Agreement (the "AGREEMENT")
is dated as of this _____ day of March, 2000, made by [1], a ___________
corporation (the "NEW GUARANTOR");

                                WITNESSETH THAT:

         WHEREAS, certain parties have executed and delivered to the Guaranteed
Creditors that certain Guaranty Agreement dated as of March 1, 2000, or
supplements thereto (such Guaranty Agreement, as the same may from time to time
be modified or amended, including supplements thereto which add or substitute
parties as Guarantors thereunder, being hereinafter referred to as the
"GUARANTY") pursuant to which such parties (the "EXISTING GUARANTORS") have
guaranteed to the Guaranteed Creditors the full and prompt payment of, among
other things, any and all indebtedness, obligations and liabilities of HA-LO
Industries, Inc. (the "COMPANY") arising under or relating to the Credit
Agreement and the other Credit Documents described therein; and

         WHEREAS, the Company provides the New Guarantor with substantial
financial, managerial, administrative, technical and design support and the New
Guarantor will benefit, directly and indirectly, from credit and other financial
accommodations extended and to be extended by the Lenders to the Company;

         NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances
made or to be made, or credit accommodations given or to be given, to the
Company by the Lenders from time to time, the New Guarantor hereby agrees as
follows:

         1. The New Guarantor acknowledges and agrees that it shall become a
"Guarantor" party to the Guaranty effective upon the date of the New Guarantor's
execution of this Agreement and the delivery of this Agreement to the Agent on
behalf of the Guaranteed Creditors, and that upon such execution and delivery,
all references in the Guaranty to the terms "Guarantor" or "Guarantors" shall be
deemed to include the New Guarantor.

         2. The New Guarantor hereby assumes and becomes liable (jointly and
severally with all the other Guarantors) for the indebtedness hereby guaranteed
(as defined in the Guaranty) and agrees to pay and otherwise perform all of the
obligations of a Guarantor under the Guaranty according to, and otherwise on and
subject to, the terms and conditions of the Guaranty to the same extent and with
the same force and effect as if the New Guarantor had originally been one of the
Existing Guarantors under the Guaranty and had originally executed the same as
such an Existing Guarantor.

         3. All capitalized terms used in this Agreement without definition
shall have the same meanings herein as such terms have in the Guaranty, except
that any reference to the term "Guarantor" or "Guarantors" and any provision of
the Guaranty providing meaning to such term shall be deemed a reference to the
Existing Guarantors and the New Guarantor. Except as specifically modified
hereby, all of the terms and conditions of the Guaranty shall stand and remain
unchanged and in full force and effect.



         4. The New Guarantor agrees to execute and deliver such further
instruments and documents and do such further acts and things as the Agent or
the Guaranteed Creditors reasonably may deem necessary or proper to carry out
more effectively the purposes of this Agreement.

         5. No reference to this Agreement need be made in the Guaranty or in
any other document or instrument making reference to the Guaranty, any reference
to the Guaranty in any of such to be deemed a reference to the Guaranty as
modified hereby.

         6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois (without regard to principles of conflicts of
law) in which state it shall be performed by the New Guarantor.

                                       [1]

                                       By

                                            Its
                                               ---------------------------
                                       Address:


                                               ---------------------------

                                               ---------------------------
                                               Attention
                                               Telephone
                                                Telecopy

         Acknowledged and agreed to in Chicago, Illinois as of the date first
above written.

                                       AMERICAN NATIONAL BANK AND TRUST
                                         COMPANY OF CHICAGO, as Agent

                                       By

                                            Its
                                               ---------------------------



                                   SCHEDULE 1

         There are seven (7) documents omitted as Exhibits which contain the
same material terms of the attached agreement, except that the parties defined
therein as "New Guarantor" (marked as "[1]" in the first paragraph and signature
page of such document) differ among the documents. Such parties are set forth
below (listed as "New Guarantor").

NEW GUARANTOR

Upshot (New York), Inc.

Market U.S.A. Inc.

Upshot Direct, Inc.

Lipson Associates, Inc.

HA-LO Sports, Inc.

CF Napa Design, Inc.

Premier Promotions and Marketing, Inc.