Collateral Installment Note

Exhibit 10.7


COLLATERAL INSTALLMENT NOTE


$325,000.00 New York, New York
December __, 1994


THE UNDERSIGNED, PIVOT RULES, INC. ("Maker"), a New York corporation, having its chief executive offices at 80 West 40th Street, New York, New York 10018, hereby promises to pay to the order of HELLER FINANCIAL, INC. ("Heller"), a Delaware corporation, at its place of business at 101 Park Avenue, New York, New York 10178, or at such other place as Heller may from time to time designate, the principal sum of THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000.00), together with interest thereon as hereinafter provided. The principal amount shall be used to partially finance the purchase of Maker's common stock from certain shareholders and shall be credited to Maker's factoring account on or prior to January 1, 1995, the date the principal installment is payable under said stock repurchase agreement. The principal amount hereof shall be payable in 36 consecutive, monthly installments commencing on February 1, 1995, and the first business day each month thereafter, with the first 35 installments of principal being in the amount of $5,420.00 and the 36th and final amount of $135,300.00. Interest on the then unpaid balance of principal shall be payable monthly in arrears, on the first day of each and every month while this Note remains outstanding, commencing with the first day of February, 1995, and the first business day each month thereafter, at a rate which is two (2%) percent per annum above the prime rate of interest from time to time announced by The Chase Manhattan Bank, N.A., but in no eve ...