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                                                                    Exhibit 4.3


                           Name of Subscriber ___________________


                             SUBSCRIPTION AGREEMENT
                        (FOR ACCREDITED INVESTORS ONLY)



Pivot Rules, Inc.
80 West 40th Street
New York, New York 10018

Dear Sirs:

            i.     Subscription. I (sometimes referred to herein as the
                   "Investor") hereby subscribe for and agree to purchase ____
                   Units (as defined below) of securities of Pivot Rules, Inc.
                   ("Company"), a New York corporation, on the terms and
                   conditions described herein and in the Confidential Term
                   Sheet dated November __, 1996, together with all
                   supplements, if any ("Term Sheet"), relating to this
                   offering. The purchase price per Unit is $100,000 and the
                   aggregate amount subscribed for hereby is
                   $____________________. The Company and GKN Securities Corp.,
                   which is acting as the placement agent for this offering
                   ("GKN" or the "Placement Agent"), have the mutual discretion
                   to accept offers for fractional Units.

            ii.    Description of Units. Each Unit consists of:

                   (1)   a $100,000 principal amount interest-bearing secured
                         subordinated convertible promissory note ( "Note"),
                         that will have principal and interest thereon payable
                         upon the earliest of (i) the 24-month anniversary of
                         the date of the closing of this offering ("Closing"),
                         (ii) the date of successful consummation by the
                         Company of an initial public offering of its
                         securities, as described in Section 4.1 of the Note (
                         "Consummation Date"), (iii) the date of consummation
                         of a sale by the Company of all or substantially all
                         of its assets, (iv) the date of consummation of the
                         sale or exchange (including by way of merger) of all
                         or substantially all of the outstanding shares of the
                         Common Stock, no par value, of the Company ("Common
                         Stock"), (v) the date of consummation of certain
                         mergers or consolidations of the Company, as described
                         in Section 4.2 of the Note, or (vi) an "Offering
                         Termination" as defined in Section 5 of the Note. In
                         the event of an Offering Termination, the Note is
                         convertible, at the option of the holder, into shares
                         of the Company's Common Stock at a conversion rate of
                         $2.50 per share;

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                   (2)   a warrant to purchase 40,000 shares of the Company's
                         Common Stock exercisable at any time or from time to
                         time during the period commencing January 1, 1998 and
                         ending December 31, 2002 at an initial exercise price
                         of $2.50 per share ("Warrants"); provided, however,
                         that on the effective date of the registration
                         statement with respect to the initial public offering
                         contemplated by the letter of intent, dated October 3,
                         1996 ("Letter of Intent") between the Company and GKN
                         ("GKN Offering"), the Warrants will automatically
                         convert (on a one-for-one basis) into warrants bearing
                         identical terms to those to be issued as part of the
                         securities to be offered to the public in the GKN
                         Offering ("Public Warrants").

            iii.   Purchase.

                   (1)   I hereby tender to GKN cash or a check made payable to
                         the order of "GKN Securities Corp.--Pivot Rules
                         Special Account" in the amount indicated above, two
                         manually executed copies of this Subscription
                         Agreement and an executed copy of my Purchaser
                         Questionnaire.

                   (2)   This offering will continue until the earlier of the
                         Closing or ________ __, 1996, unless such latter date
                         is extended, without notice to the Investor, by mutual
                         consent of GKN and the Company for a period of up to
                         30 days ("Termination Date"). Prior to the Termination
                         Date, my cash or check delivered herewith will be held
                         by GKN in a segregated, non-interest bearing bank
                         account subject to the terms and conditions contained
                         herein. If less than fifteen (15) Units offered
                         pursuant to the Term Sheet are sold and paid for by
                         the Termination Date, my payment will be returned to
                         me without interest or deduction. Upon completion or
                         termination of this offering, I will be notified
                         promptly by GKN as to whether my subscription has been
                         accepted by the Company.

            iv.    Acceptance or Rejection of Subscription.

                   (1)   I understand and agree that the Company and GKN
                         reserve the right to reject this subscription for the
                         Units, as a whole or in part and at any time prior to
                         the Closing or Termination Date, notwithstanding prior
                         receipt by me of notice of acceptance of my
                         subscription, if in either of their judgment they deem
                         such action to be in the best interests of the
                         Company; and

                   (2)   In the event of rejection of this subscription, my
                         subscription payment will be returned promptly to me
                         without interest or deduction and this Subscription
                         Agreement shall have no force or effect. In the event
                         my subscription is accepted, the funds specified above
                         shall be released to the Company and the Note and
                         certificate representing the Warrants will be
                         delivered to GKN to hold on my behalf until otherwise
                         instructed.

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                   (3)   Effective upon acceptance of my subscription by the
                         Company, I shall become a party to a security
                         agreement relating to all of the Company's assets (the
                         "Security Agreement"), a copy of which is annexed as
                         Exhibit B to the Term Sheet. I agree to be bound by
                         the terms and conditions of such Security Agreement
                         and acknowledge that my execution of this Subscription
                         Agreement shall be deemed to be the valid execution by
                         me of the Security Agreement.

                   (4)   By my becoming a party to the Security Agreement, I am
                         (i) appointing GKN as my agent to take any and all
                         action that may be necessary or required to enforce my
                         rights under the Note and the Security Agreement, (ii)
                         agreeing that GKN will be reimbursed for any
                         out-of-pocket costs and expenses incurred by it as my
                         agent (such reimbursement to be either from the
                         collection of the Note or from me), (iii) agreeing to
                         indemnify GKN and hold it harmless from any
                         liabilities under the Security Agreement, and (iv)
                         acknowledging that GKN as agent shall have such
                         rights, duties and obligations as set forth in such
                         Security Agreement. I have read the Security Agreement
                         and understand that GKN as agent has no obligations in
                         any way to monitor the Company's performance.

            v.     Closing. The Closing of this offering will occur at the
                   offices of Graubard Mollen & Miller ("GM&M") upon the
                   receipt and acceptance by the Company of subscriptions for
                   fifteen (15) Units. The Units subscribed for herein shall
                   not be deemed issued to or owned by me until two copies of
                   this Subscription Agreement have been executed by me and
                   countersigned by the Company and a Closing has occurred. At
                   the Closing, my Note and the certificates representing my
                   Warrants shall be delivered to GM&M, as custodian, to be
                   held for my benefit until the consummation of the GKN
                   Offering or such earlier time as I may request their
                   delivery to me. I hereby authorize GM&M, upon the
                   consummation of the GKN Offering, to (i) deliver the Note to
                   the Company upon full payment of all principal and interest
                   due thereon and deliver the proceeds of such payment to the
                   Placement Agent for credit to my account with the Placement
                   Agent and (ii) deliver the certificates representing my
                   Warrants to the Company in exchange for certificates
                   representing an equal number of Public Warrants and deliver
                   such certificates representing the Public Warrants to the
                   Placement Agent for my account.

            vi.    Disclosure.

                   (1)   Because this offering is limited to accredited
                         investors as defined in Section 2(15) of the
                         Securities Act of 1933, as amended ("Securities Act"),
                         and Rule 501 promulgated thereunder, in reliance upon
                         exemptions contained in Section 4(2) and Rules 505 and
                         506 of the Securities Act and applicable state
                         securities laws, the Units are being sold without
                         registration under the Securities Act. Accordingly,
                         the Company is offering the Units utilizing the Term
                         Sheet rather than a more detailed private offering
                         memorandum that contains the kind of information
                         specified in Rule 502(b)(2) promulgated under the
                         Securities Act. I acknowledge receipt of the Term
                         Sheet, including all

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                         exhibits listed therein, and acknowledge that I have
                         had an adequate opportunity to receive, and have
                         received, all information and materials regarding the
                         Company that I have requested.

                   (2)   I fully understand that the Units are speculative
                         investments which involve a high degree of risk of
                         loss of my entire investment. I fully understand the
                         nature of the risks involved in purchasing the Units
                         and I am qualified by my knowledge and experience to
                         evaluate in- vestments of this type. I have carefully
                         considered the potential risks relating to the Company
                         and purchase of its Units and have, in particular,
                         reviewed each of the risks set forth in the Term
                         Sheet. Both my advisors and I have had the opportunity
                         to ask questions of and receive answers from
                         representatives of the Company or persons acting on
                         its behalf concerning the Company and the terms and
                         conditions of a proposed investment in the Company and
                         my advisors and I have also had the opportunity to
                         obtain additional information necessary to verify the
                         accuracy of information furnished about the Company.
                         Accordingly, I have independently evaluated the risks
                         of purchasing the Units.

            vii.   Planned Public Offering - Registration Rights; Lock-Up.

                   (1)   The Units are being offered pursuant to the Term Sheet
                         to which this Subscription Agreement is Exhibit D.
                         Annexed as Exhibit F to the Term Sheet is a copy of
                         the Letter of Intent that the Company has received
                         from GKN with regard to the Company's proposed GKN
                         Offering. There can be no assurance that a
                         registration statement ("Registration Statement") will
                         be filed or, if filed, declared effective by the
                         Securities and Exchange Commission ("Commission") or,
                         if the Registration Statement is declared effective by
                         the Commission, that the Company successfully will be
                         able to consummate the GKN Offering.

                   (2)   To facilitate the closing of the proposed GKN
                         Offering, I agree that the Units, the Notes and the
                         Warrants (and the shares of Common Stock underlying
                         the Warrants) included in the Units offered hereby may
                         not be sold or otherwise transferred until one year
                         after the date upon which the Registration Statement
                         with respect to the GKN Offering is declared effective
                         ("Effective Date") by the Securities and Exchange
                         Commission ("Holding Period"), unless (i) GKN, in its
                         sole discretion, agrees to the sale of all or part of
                         such securities at an earlier date and (ii) if I am a
                         Pennsylvania resident, I comply with 204.011 of the
                         Pennsylvania Blue Sky Regulations. The parties hereto
                         agree that GKN is intended to be a third-party
                         beneficiary of this Subscription Agreement and that no
                         modification of the "lock-up" provisions contained in
                         this Section 7b may be made without the prior written
                         consent of GKN.

                   (3)   Upon the Effective Date, such Warrants shall be
                         automatically converted (on a one-for-one basis) into
                         the Public Warrants to be sold

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                         to the public in the GKN Offering. I understand that
                         the terms of the Warrants included in the Units are
                         different from the terms of the Public Warrants which
                         have a higher exercise price, are redeemable by the
                         Company at a price of $.01 per Warrant if the price of
                         the Company's Common Stock reaches certain levels, and
                         may be different in other material respects.

                   (4)   The Company, at its cost and expense (except
                         commissions or discounts and fees of the Investor's
                         own professionals, if any), agrees to include the
                         Public Warrants and shares of Common Stock underlying
                         the Public Warrants ("Registerable Securities") in the
                         Company's Registration Statement to be filed in
                         connection with the GKN Offering, and the Company
                         shall keep the Registration Statement or a substitute
                         registration statement current and effective until all
                         of the Registerable Securities are sold or an
                         exemption from the registration requirements of the
                         Securities Act is available.

                   (5)   So long as the Registrable Securities are not included
                         in a current and effective registration statement, the
                         Investor shall have the right to "piggyback" the
                         Registerable Securities on each registration statement
                         filed by the Company during the seven year period
                         following the consummation of the GKN Offering (except
                         registration statements filed on Form S-4 and Form
                         S-8), all at the Company's cost and expense (except
                         commissions or discounts and fees of the Investor's
                         own professionals, if any); provided, however, that
                         this subparagraph (e) shall not apply to any
                         Registerable Securities if such Registerable
                         Securities may then be sold within a six-month period
                         under Rule 144, assuming the Investor's compliance
                         with the provisions of such Rule, and the Company
                         delivers an opinion of counsel to that effect to the
                         transfer agent; and provided, further, that if the
                         offering (other than the GKN Offering) with respect to
                         which a registration statement is filed is managed by
                         an independent underwriter, then (i) if in the
                         reasonable judgment of the managing underwriter, which
                         shall be evidenced by a writing delivered to such
                         Investor, the sale of the Registerable Securities in
                         connection with the proposed offering would have a
                         material adverse effect on the offering, the Investor
                         shall not sell his Registerable Securities under such
                         registration statement until 90 days after the
                         effective date of such registration statement, and
                         (ii) if securities are to be registered for the
                         benefit of any other selling security holder ("Selling
                         Holder"), the Investor shall be entitled to sell
                         immediately under such registration statement a
                         percentage of the total number of Registerable
                         Securities of a particular class of securities owned
                         by him equal to the highest percentage of that class
                         to be sold under such registration statement
                         (vis-a-vis the total number of securities of that
                         class owned) by any such Selling Holder, with the
                         Investor being entitled to sell the balance of his
                         Registerable Securities under such registration
                         statement commencing 90 days after the effective date
                         of the registration statement. The Company shall give
                         the Investor three weeks' notice of the intended
                         filing date of any

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                         registration statement, other than a registration
                         statement filed on Form S-4 or Form S-8, and the
                         Investor shall have two weeks after receipt of such
                         notice to notify the Company of its intent to include
                         the Registerable Securities in the registration
                         statement. The Company shall keep any registration
                         statement onto which the Investor has "piggybacked"
                         his Registerable Securities current and effective for
                         a period up to 180 days from the date on which the
                         Investor is first entitled to sell the total number of
                         his Registerable Securities registered thereunder.

                   (6)   Notwithstanding the foregoing, I acknowledge and agree
                         that, if necessary to obtain Nasdaq listing for the
                         Common Stock, and with GKN's consent, (i) the Holding
                         Period may be made unconditional and absolute and
                         extended for up to one additional year, and (ii) the
                         Public Warrants and shares of Common Stock underlying
                         the Public Warrants described in Section 7d hereof may
                         be excluded or withdrawn from the Company's
                         Registration Statement to be filed in connection with
                         the GKN Offering.

                   (7)   Subject to the conditions set forth below, the Company
                         agrees to indemnify and hold harmless the Investor
                         against any and all loss, liability, claim, damage and
                         expense whatsoever (including but not limited to any
                         and all legal or other expenses reasonably incurred in
                         investigating, preparing or defending against any
                         litigation, commenced or threatened, whether arising
                         out of any action between the Investor and the Company
                         or between the Investor and any third-party or
                         otherwise) to which the Investor may become subject
                         under the Securities Act, the Securities Exchange Act
                         of 1934 ("Exchange Act") or any other statute or at
                         common law or otherwise or under the laws of foreign
                         countries, arising out of or based upon any untrue
                         statement or alleged untrue statement of a material
                         fact contained in (i) the Registration Statement (as
                         from time to time amended and supplemented); (ii) in
                         any post-effective amendment or amendments thereto or
                         any substitute registration statement in which the
                         Registrable Securities are included; or (iii) any
                         application or other document or written communication
                         ("application") executed by the Company or based upon
                         written information furnished by the Company in any
                         jurisdiction in order to qualify the Registrable
                         Securities under the securities laws thereof or filed
                         with the Securities and Exchange Commission, any state
                         securities commission or agency, Nasdaq or any
                         securities exchange; or the omission or alleged
                         omission therefrom of a material fact required to be
                         stated therein or necessary to make the statements
                         therein, in the light of the circumstances under which
                         they were made, not misleading, unless such statement
                         or omission was made in reliance upon, and in strict
                         conformity with, written information furnished to the
                         Company with respect to the Investor by or on behalf
                         of the Investor expressly for use in the Registration
                         Statement, or any amendment or supplement thereof, or
                         in any application, as the case may be. The Company
                         agrees promptly to notify the Investor of the

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                         commencement of any litigation or proceedings against
                         the Company or any of its officers, directors or
                         controlling persons in connection with the issue and
                         sale of the Registrable Securities or in connection
                         with the Registration Statement or Prospectus.

                   (8)   If any action is brought against the Investor in
                         respect of which indemnity may be sought against the
                         Company pursuant to Section 7g, the Investor shall
                         promptly notify the Company in writing of the
                         institution of such action and the Company shall
                         assume the defense of such action, including the
                         employment and reasonable fees of counsel (subject to
                         the reasonable approval of the Investor) and payment
                         of actual expenses. The Investor shall have the right
                         to employ its or their own counsel in any such case,
                         but the fees and expenses of such counsel shall be at
                         the expense of the Investor unless (i) the employment
                         of such counsel shall have been authorized in writing
                         by the Company in connection with the defense of such
                         action, or (ii) the Company shall not have employed
                         counsel to have charge of the defense of such action,
                         or (iii) such indemnified party or parties shall have
                         reasonably concluded that there may be defenses
                         available to it or them which are different from or
                         additional to those available to the Company (in which
                         case the Company shall not have the right to direct
                         the defense of such action on behalf of the
                         indemnified party or parties), in any of which events
                         the fees and expenses of not more than one additional
                         firm of attorneys selected by the Investor shall be
                         borne by the Company. Notwithstanding anything to the
                         contrary contained herein, if the Investor shall
                         assume the defense of such action as provided above,
                         the Company shall have the right to approve the terms
                         of any settlement of such action which approval shall
                         not be unreasonably withheld.

                   (9)   The Investor agrees to indemnify and hold harmless the
                         Company against any and all loss, liability, claim,
                         damage and expense whatsoever (including but not
                         limited to any and all legal or other expenses
                         reasonably incurred in investigating, preparing or
                         defending against any litigation, commenced or
                         threatened, whether arising out of any action between
                         the Investor and the Company or between the Company
                         and any third-party or otherwise) to which the Company
                         may become subject under the Securities Act, the
                         Exchange Act or any other statute or at common law or
                         otherwise or under the laws of foreign countries,
                         arising out of or based upon any untrue statement or
                         alleged untrue statement of a material fact contained
                         in (i) the Registration Statement (as from time to
                         time amended and supplemented); (ii) in any
                         post-effective amendment or amendments thereto or any
                         substitute registration statement in which the
                         Registrable Securities are included; or (iii) any
                         application or other document or written communication
                         ("application") executed by the Company or based upon
                         written information furnished by the Company in any
                         jurisdiction in order to qualify the Registrable
                         Securities under the securities laws thereof or filed
                         with the Securities and Exchange Commission, any state
                         securities commission or

<PAGE>

                         agency, Nasdaq or any securities exchange; or the
                         omission or alleged omission therefrom of a material
                         fact required to be stated therein or necessary to
                         make the statements therein, in the light of the
                         circumstances under which they were made, not
                         misleading, but only with respect to untrue statements
                         or omissions, or alleged untrue statements or
                         omissions in the Registration Statement or any
                         amendment or supplement thereto or in any application
                         in reliance upon, and in strict conformity with,
                         written information furnished to the Company with
                         respect to the Investor by or on behalf of the
                         Investor expressly for use in the Registration
                         Statement or any amendment or supplement thereto or in
                         any such application.

            viii.  Investor Representations and Warranties.  I acknowledge,
                   represent, and warrant to, and agree with, the Company (and
                   GKN may rely thereon) as follows:

                   (1)   I am aware that my investment involves a high degree
                         of risk as disclosed in the Term Sheet and have
                         carefully read the Term Sheet including the section
                         thereof entitled "Risk Factors;"

                   (2)   I acknowledge and am aware that there is no assurance
                         as to the future performance of the Company;

                   (3)   I acknowledge that there may be certain adverse tax
                         consequences to me in connection with my purchase of
                         Units and the Company and GKN have advised me to seek
                         the advice of experts in such areas prior to making
                         this investment;

                   (4)   I acknowledge that there can be no assurance that the
                         Company will file the Registration Statement for its
                         proposed GKN Offering, that such Registration
                         Statement will be declared effective by the Commission
                         or, if declared effective, that the Company
                         successfully will close the proposed GKN Offering. If
                         the proposed GKN Offering is not closed and the
                         Company does not receive alternative financing, which
                         it does not anticipate, the Company may not have the
                         funds to pay the Notes or to fund the Company's
                         operating expenses;

                   (5)   I am purchasing the Units for my own account for
                         investment and not with a view to or for sale in
                         connection with the distribution of the Units or the
                         Notes or the Warrants contained in the Units nor with
                         any present intention of selling or otherwise
                         disposing of all or any part of the Units, the Notes
                         or the Warrants. I agree that I must bear the economic
                         risk of my investment for an indefinite period of time
                         because, among other reasons, the Units have not been
                         registered under the Securities Act or under the
                         securities laws of any state and, therefore, cannot be
                         resold, pledged, assigned, or otherwise disposed of
                         unless they are subsequently registered under the
                         Securities Act and under applicable securities laws of
                         certain states or an exemption from such registration
                         is available. I understand that, other than as
                         described herein, the Company is under no obligation
                         to register the

<PAGE>

                         Units on my behalf or to assist me in complying with
                         any exemption from such registration under the
                         Securities Act or any state securities laws.
                         Furthermore, I hereby acknowledge and agree that I
                         will not sell, transfer, give, or otherwise dispose
                         of, either publicly or privately, the Units or any
                         securities underlying the Units during the Holding
                         Period without the prior written consent of GKN. I
                         hereby authorize the Company to place a legend
                         denoting the restrictions on the Note and the Warrants
                         to be issued;

                   (6)   I am not a member of the National Association of
                         Securities Dealers, Inc. ("NASD"). I have not, for a
                         period of 12 months prior to the date of this
                         Subscription Agreement, been affiliated or associated
                         with any company, firm, or other entity which is a
                         member of the NASD. I do not own stock or other
                         interest in, and I am not a creditor of, any member of
                         the NASD (other than interests acquired in open market
                         purchases);

                   (7)   I have the financial ability to bear the economic risk
                         of my investment in the Company (including its
                         complete loss), have adequate means for providing for
                         my current needs and personal contingencies, and have
                         no need for liquidity with respect to my investment in
                         the Company;

                   (8)   I have such knowledge and experience in financial and
                         business matters as to be capable of evaluating the
                         merits and risks of an investment in the Units and
                         have obtained, in my judgment, sufficient information
                         from the Company to evaluate the merits and risks of
                         an investment in the Company. I have not utilized any
                         person as my purchaser representative in connection
                         with evaluating such merits and risks;

                   (9)   I have relied solely upon my own investigation in
                         making a decision to invest in the Company;

                   (10)  I have received no representation or warranty from the
                         Company or the Placement Agent or any of their
                         respective officers, directors, employees or agents in
                         respect of my investment in the Company and I have
                         received no information (written or otherwise) from
                         them relating to the Company or its business other
                         than as set forth in the Term Sheet. I am not
                         participating in the offer as a result of or
                         subsequent to: (i) any advertisement, article, notice
                         or other communication published in any newspaper,
                         magazine or similar media or broadcast over television
                         or radio; or (ii) any seminar or meeting whose
                         attendees have been invited by any general
                         solicitation or general advertising;

                   (11)  I have had full opportunity to ask questions of and to
                         receive satisfactory answers concerning the offering
                         and other matters pertaining to my investment and all
                         such questions have been answered to my full
                         satisfaction;

<PAGE>

                   (12)  I have been provided an opportunity to obtain any
                         additional information concerning the offering, the
                         Company and all other information to the extent the
                         Company possesses such information or can acquire it
                         without unreasonable effort or expense;

                   (13)  I am an "accredited investor" as defined in Section
                         2(15) of the Securities Act and in Rule 501
                         promulgated thereunder;

                   (14)  I understand that (i) the Units have not been
                         registered under the Securities Act or the securities
                         laws of certain states in reliance on specific
                         exemptions from registration thereunder, (ii) no
                         securities administrator of any state or the Federal
                         government has recommended or endorsed this offering
                         or made any findings or determination relating to the
                         fairness of an investment in the Company, and (iii)
                         the Company is relying on my representations and
                         agreements for the purpose of determining whether this
                         transaction meets the requirements of the exemptions
                         referred to in clause (i) hereto;

                   (15)  I understand that (i) since neither the offer nor sale
                         of the Units has been registered under the Securities
                         Act or the securities laws of any state, the Units may
                         not be sold, assigned, pledged or otherwise disposed
                         of unless they are so registered or an exemption from
                         such registration is available, (ii) it is not
                         anticipated that there will be any market for the
                         resale of the Units, and (iii) except as set forth
                         herein, the Company has no obligation or intention to
                         register the Notes and the Warrants (including the
                         Common Stock underlying the Warrants) or the Units
                         under the Securities Act or the securities laws of any
                         states, or to take action so as to permit sales of the
                         Units pursuant thereto;

                   (16)  I understand that I am urged to seek independent
                         advice from my professional advisors relating to the
                         suitability of an investment in the Company in view of
                         my overall financial needs and with respect to the
                         legal and tax implications of such investment;

                   (17)  If the Investor is a corporation, company, trust,
                         employee benefit plan, individual retirement account,
                         Keogh Plan, or other tax-exempt entity, it is
                         authorized and qualified to become an Investor in the
                         Company and the person signing this Subscription
                         Agreement on behalf of such entity has been duly
                         authorized by such entity to do so;

                   (18)  The information contained in my Purchaser
                         Questionnaire, as well as any information which I have
                         furnished to the Company with respect to my financial
                         position and business experience, is correct and
                         complete as of the date of this Subscription
                         Agreement, and, if there should be any material change
                         in such information prior to the Closing, I will
                         promptly furnish such revised or corrected information
                         to the Company;

<PAGE>

                   (19)  I hereby acknowledge and am aware that except for any
                         rescission rights that may be provided under
                         applicable laws, I am not entitled to cancel,
                         terminate, or revoke this subscription, and any
                         agreements made in connection herewith shall survive
                         my death or disability; and

                   (20)  I acknowledge that, in order to obtain Nasdaq listing
                         for the Common Stock, it may be necessary for (i) the
                         Holding Period to be made absolute and unconditional
                         and extended for up to one additional year, and (ii)
                         the Public Warrants and Common Stock underlying the
                         Public Warrants held by me to be excluded or withdrawn
                         from any Registration Statement filed in connection
                         with the GKN Offering.

            ix.    Indemnification.

                   (1)   I hereby agree to indemnify and hold harmless the
                         Company and GKN, as Placement Agent, their respective
                         officers, directors, shareholders, employees, agents
                         and attorneys against any and all losses, claims,
                         demands, liabilities, and expenses (including
                         reasonable legal or other expenses) incurred by each
                         such person in connection with defending or
                         investigating any such claims or liabilities, whether
                         or not resulting in any liability to such person, to
                         which any such indemnified party may become subject
                         under the Securities Act, under any other statute, at
                         common law or otherwise, insofar as such losses,
                         claims, demands, liabilities and expenses (i) arise
                         out of or are based upon any untrue statement or
                         alleged untrue statement of a material fact made by me
                         and contained in this Subscription Agreement or my
                         Purchaser Questionnaire, or (ii) arise out of or are
                         based upon any breach by me of any representation,
                         warranty, or agreement contained herein.

                   (2)   I hereby agree to indemnify and hold harmless GKN, as
                         Agent under the Security Agreement, its officers,
                         directors, shareholders, employees, agents and
                         attorneys against any and all losses, claims, demands,
                         liabilities, and expenses (including reasonable legal
                         or other expenses) incurred by each such person in
                         connection with defending or investigating any such
                         claims or liabilities, whether or not resulting in any
                         liability to such person, to which any such
                         indemnified party may become subject under any
                         statute, at common law or otherwise, insofar as such
                         losses, claims, demands, liabilities and expenses,
                         arise out of or are based upon GKN's action or
                         inaction as agent under the Security Agreement (except
                         to the extent that the Security Agreement provides
                         that no such indemnification is possible).

            x.     Severability. In the event any part or parts of this
                   Subscription Agreement are found to be void, the remaining
                   provisions of this Subscription Agreement shall nevertheless
                   be binding with the same effect as though the void part or
                   parts were deleted.

<PAGE>

            xi.    Counterparts. This Subscription Agreement may be executed in
                   one or more counterparts, each of which shall be deemed an
                   original but all of which together shall constitute one and
                   the same instrument. The execution of this Subscription
                   Agreement may be by actual or facsimile signature.

            xii.   Benefit. This Subscription Agreement shall be binding upon
                   and inure to the benefit of the parties hereto (and GKN to
                   the extent it is a third party beneficiary hereof or
                   otherwise given rights hereunder) and their legal
                   representatives, successors and assigns. GKN shall be deemed
                   to be a third party beneficiary with respect to any sections
                   hereof which so state or which otherwise indicate that GKN
                   would be entitled to rely on the representations, warranties
                   or covenants made by me therein.

            xiii.  Notices and Addresses. All notices, offers, acceptance and
                   any other acts under this Subscription Agreement (except
                   payment) shall be in writing, and shall be sufficiently
                   given if delivered to the addressees in person, by Federal
                   Express or similar receipted delivery, by facsimile delivery
                   or, if mailed, postage prepaid, by certified mail, return
                   receipt requested, as follows:

                   To Subscriber:    At the address set forth on the signature
                                     page of this Subscription Agreement

                   To The Company:   Pivot Rules, Inc.
                                     80 West 40th Street
                                     New York, New York 10018
                                     Attn: E. Kenneth Seiff
                                           Chief Executive Officer
                                     Fax: 212-354-3400

                   In either case
                   with copies to:   GKN Securities Corp.
                                     61 Broadway, 12th Floor
                                     New York, New York 10006
                                     Attn: Brian Coventry
                                           Vice President
                                     Fax: 212-509-5186

                                     Graubard Mollen & Miller
                                     600 Third Avenue, 31st Floor
                                     New York, NY  10016-2097
                                     Attn: David Alan Miller, Esq.
                                     Fax: 212-818-8881

                                     Shereff, Friedman, Hoffman
                                     & Goodman, LLP
                                     919 Third Avenue
                                     New York, New York 10022-9998
                                     Attn: Richard A. Goldberg, Esq.
                                     Fax: 212-758-9526

<PAGE>

or to such other address as any of them, by notice to the others may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or five (5) days after mailing.

            xiv.   Governing Law. This Subscription Agreement and any dispute,
                   disagreement, or issue of construction or interpretation
                   arising hereunder, whether relating to its execution, its
                   validity, the obligations provided therein or performance
                   shall be governed by, and interpreted according to the law
                   of, the State of New York without regard to principles of
                   conflict of law.

            xv.    Venue. The Company (a) agrees that any legal suit, action or
                   proceeding arising out of or relating to this Agreement
                   shall be instituted exclusively in New York State Supreme
                   Court, County of New York or in the United States District
                   Court for the Southern District of New York, (b) waives any
                   objection to the venue of any such suit, action or
                   proceeding and the right to assert that such forum is not a
                   convenient forum, and (c) irrevocably consents to the
                   jurisdiction of the New York State Supreme Court, County of
                   New York, and the United States District Court for the
                   Southern District of New York in any such suit, action or
                   proceeding. The Company further agrees to accept and
                   acknowledge service of any and all process which may be
                   served in any such suit, action or proceeding in the New
                   York State Supreme Court, County of New York, or in the
                   United States District Court for the Southern District of
                   New York and agrees that service of process upon it mailed
                   by certified mail to its address shall be deemed in every
                   respect effective service of process upon it in any such
                   suit, action or proceeding.

            xvi.   Oral Evidence. This Subscription Agreement constitutes the
                   entire subscription agreement between the parties and
                   supersedes all prior oral and written agreements between the
                   parties hereto with respect to the subject matter hereof.
                   Neither this Subscription Agreement nor any provision hereof
                   may be changed, waived, discharged, or terminated orally,
                   except by a statement in writing signed by the party or
                   parties against which enforcement or the change, waiver,
                   discharge, or termination is sought.

            xvii.  Section Headings. Section headings herein have been inserted
                   for reference only and shall not be deemed to limit or
                   otherwise affect, in any matter, or be deemed to interpret
                   in whole or in part any of the terms or provisions of this
                   Subscription Agreement.

            xviii. Survival of Representations, Warranties and Agreements. The
                   representations, warranties and agreements contained herein
                   shall survive the delivery of, and payment for, the Units.

            xix.   Acceptance of Subscription. The Company may accept this
                   Subscription Agreement at any time for all or any portion of
                   the Units subscribed for by executing a copy hereof as
                   provided and notifying me within a reasonable time
                   thereafter.

<PAGE>

                       NOTICE TO RESIDENTS OF ALL STATES

         IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

         THESE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

         NOTICE TO CALIFORNIA RESIDENTS: THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA
CORPORATIONS CODE BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE
LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
CALIFORNIA CORPORATIONS CODE, IF SUCH REGISTRATION IS REQUIRED.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
COMMISSIONER OF CORPORATIONS, DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA,
NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

         THE DEPARTMENT OF CORPORATIONS OF THE STATE OF CALIFORNIA REQUIRES
THAT THE FOLLOWING LEGEND BE PLACED ON CERTIFICATES EVIDENCING SECURITIES SOLD
TO CALIFORNIA INVESTORS: IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF
THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION
THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS
OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

         NOTICE TO CONNECTICUT RESIDENTS: THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND
HAVE BEEN SOLD PURSUANT TO AN EXEMPTION THEREFROM. THESE SECURITIES CANNOT BE
RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE CONNECTICUT UNIFORM
SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF
THE STATE OF CONNECTICUT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

<PAGE>

         NOTICE TO FLORIDA RESIDENTS: THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, AND
THEY THEREFORE HAVE THE STATUS OF SECURITIES ACQUIRED IN AN EXEMPT TRANSACTION
UNDER S.517.061 OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT. EACH
OFFEREE WHO IS A FLORIDA RESIDENT SHOULD BE AWARE THAT SECTION
517.061(11)(a)(5) OF THE FLORIDA SECURITIES ACT PROVIDES, IN RELEVANT PART, AS
FOLLOWS: "WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN (FLORIDA), ANY SALE IN
(FLORIDA) MADE PURSUANT TO... SECTION 517.061(11) SHALL BE VOIDABLE BY THE
PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR
AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER."

         THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION
517.061(12) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON
ENTITLED TO EXERCISE THE PRIVILEGE TO VOID SALES GRANTED BY SECTION
517.061(11)(a)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT MUST, WITHIN THREE DAYS
AFTER THE TENDER OF THE PURCHASE PRICE OF THE UNITS TO THE COMPANY OR TO ANY
AGENT OF THE COMPANY (INCLUDING ANY DEALER ACTING ON BEHALF OF THE COMPANY OR
ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR
TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THE MEMORANDUM.
SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR
TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT
IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD
A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT
HIS REQUEST HAS BEEN RECEIVED.

         NOTICE TO NEW YORK RESIDENTS: THIS PRIVATE PLACEMENT MEMORANDUM HAS
NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

         THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT
OF MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS MADE IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS
PURPORTED TO BE SUMMARIZED HEREIN.

         NOTICE TO PENNSYLVANIA RESIDENTS: THE OFFER AND SALE OF THESE
SECURITIES TO PENNSYLVANIA RESIDENTS IS BEING MADE PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF 1972
("PENNSYLVANIA ACT"), IN ACCORDANCE WITH SECTION 203(d) THEREFROM. A
REQUIREMENT OF SECTION 203(d) IS THAT THE COMPANY OBTAIN THE WRITTEN AGREEMENT
OF EACH PENNSYLVANIA INVESTOR NOT TO SELL THE SECURITIES WITHIN TWELVE MONTHS
AFTER THE DATE OF PURCHASE. UNDER THE PENNSYLVANIA ACT EACH PERSON WHO ACCEPTS
AN OFFER TO PURCHASE THESE SECURITIES MAY ELECT, WITHIN TWO BUSINESS DAYS FROM
THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN

<PAGE>

BINDING CONTRACT OF PURCHASE, OR, IN THE CASE OF A TRANSACTION WHERE THERE IS
NO WRITTEN BINDING CONTRACT OF PURCHASE, WITHIN TWO BUSINESS DAYS AFTER HE
MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED, TO WITHDRAW HIS
ACCEPTANCE AND RECEIVE A FULL REFUND OF ALL MONEYS PAID, WITHOUT INCURRING ANY
LIABILITY.

         TO ACCOMPLISH THIS WITHDRAWAL A SUBSCRIBER NEED ONLY SEND A LETTER OR
TELEGRAM TO THE SELLING AGENT AT THE ADDRESS SET FORTH IN THE TEXT OF THE
MEMORANDUM, INCLUDING HIS OR HER INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM
SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND
BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME
WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY (IN PERSON OR BY TELEPHONE,
TO THE SELLING AGENT AT THE NUMBER LISTED IN THE TEXT OF THE MEMORANDUM), A
WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

<PAGE>

Individual Investor               Date:
                                       ------------------------------


--------------------------        -----------------------------------
Social Security Number            Print Name of Investor No. 1


                                  -----------------------------------
                                  Signature of Investor No. 1*

                                  -----------------------------------
                                  Number and Street

                                  -----------------------------------
                                  City, State, Zip Code


--------------------------        -----------------------------------
Social Security Number            Print Name of Investor No. 2


                                  -----------------------------------
                                  Signature of Investor No. 2*
                        
                                  -----------------------------------
                                  Number and Street
                        
                                  -----------------------------------
                                  City, State, Zip Code

----------
* The Investor's signature hereto shall constitute (i) the Investor's 
  signature, as Secured Party, of and on the Security Agreement to be executed 
  by the Company on the Closing of the Offering, and (ii) the Investor's 
  agreement to be bound by the terms of such Security Agreement.
<PAGE>

Entity Investor

Manner in which Units are to be held:

      Individual Ownership
-----
      Tenants-in-Common
-----
      Joint Tenant with Right of Survivorship
-----
      Community Property
-----
      Separate Property
-----
      Partnership
-----
      Trust
-----
      Corporation
-----
      Other (please indicate)
-----

Corporate or Other Entity     Date:
                                   ----------------------------


----------------------------  ---------------------------------
Federal ID Number             Print Name of Entity


                              By:
                                 ------------------------------
                                 Signature**
                                 Title:
                    
                              ---------------------------------
                              Number and Street
                    
                              ---------------------------------
                              City, State, Zip Code

DATED:               , 1996.
      ---------------

-------------------
**  The Investor's signature hereto shall constitute (i) the Investor's 
    signature, as Secured Party, of and on the Security Agreement to be
    executed by the Company on the Closing of the offering, and (ii) the 
    Investor's agreement to be bound by the terms of such Security Agreement.

<PAGE>

     By signing below the undersigned accepts the foregoing subscription and
agrees to be bound by its terms.

     PIVOT RULES, INC.


     BY:
        ------------------------------------
        E. Kenneth Seiff
        Chief Executive Officer



