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                                                                   Exhibit 10.2

                               PIVOT RULES, INC.
                              80 West 40th Street
                               New York, NY 10018


                                                 November 7, 1996


Mr. Joseph Boughton, Jr.
Middle Market Capital
  Management Company
2627 Sandy Plains Road
Suite 201
Marietta, Georgia 30066

Dear Joe:

         As you know, we have signed a letter of intent with GKN Securities for
a proposed bridge financing (the "Bridge Financing") and subsequent initial
public offering by Pivot Rules, Inc. ("Pivot Rules"). Pivot Rules currently has
135.4 shares of Common Stock issued and outstanding. In order to facilitate
these proposed transactions, we have agreed as follows:

         Effective upon the closing of the initial public offering by Pivot
Rules and subject to Your Subscription Right (as defined below) having been
made available to you, your contractual preemptive rights (whether established
under your loan agreement dated February 1992, a related letter agreement dated
February 3, 1992, or any other agreement) ("Your Contractual Preemptive
Rights") to subscribe for equity securities of Pivot Rules will terminate. In
exchange for your agreement to terminate these rights, you will be afforded an
opportunity (which shall be held open for at least 5 business days) to
subscribe to 11.462% of such bridge financing ("Your Subscription Right") on
the same terms as are offered to other participants in the financing. Of
course, you would also have Your Contractual Preemptive Rights to participate
in any other private equity financing which is consummated by Pivot Rules prior
to the initial public offering.

         You further agree that, effective upon the closing of the Bridge
Financing and subject to Your Subscription Right having been made available to
you, the Shareholders' Agreement, dated as of August 1, 1991, (the
"Shareholders Agreement") among Pivot Rules (formerly Pivot, Inc.) and its
shareholders shall, to the extent required by the investors in the 

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Mr. Joseph Boughton, Jr.
February 28, 1997
Page 2

Bridge Financing, be terminated, amended or replaced with another shareholders
agreement on terms customarily required by bridge investors. The Shareholders
Agreement requires the approval of 80% of the Shareholders for specified
events, including the issuance of equity securities. You agree to execute any
such modified or new shareholders agreement required by investors in the Bridge
Financing so long as it is approved by at least 80% of the shareholders of
Pivot Rules. You further agree that, to the extent not earlier terminated, the
Shareholders Agreement shall be terminated, effective upon the closing of the
initial public offering.

         Please acknowledge your agreement to the foregoing by signing below.

         I look forward to closing these transactions and building value for
all shareholders of Pivot Rules.

                                       Pivot Rules, Inc.



                                       By:  /s/ Kenneth Seiff
                                          ---------------------------
                                                Kenneth Seiff

Accepted and Agreed to:


/s/ Joseph Boughton, Jr.
----------------------------------
Joseph Boughton, Jr.





