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                                                                   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 event more than the maximum permitted by applicable law. Interest charged
hereunder shall be calculated on the basis of a 360-day year and may be charged
to Maker's factoring account with Heller. All payments received shall be first
applied to the payment of interest due hereunder and the remainder in reduction
of principal.

     The Maker of this Note hereby waives presentment for payment, demand,
protest, notice of protest and notice of dishonor hereof. Heller may extend the
time of payment of this Note, postpone the enforcement hereof, grant any other
indulgences and/or release any party primarily or secondarily liable hereon
without affecting or diminishing Heller's right of recourse against the Maker
of this Note, which right is hereby expressly reserved.

     In the event that an Event of Default shall have occurred under the
Factoring Agreement between Maker and Heller, or any other agreements between
Maker and Heller (collectively, the "Agreements") or in the event the
Agreements are otherwise terminated, then this Note and all other existing
obligations of every kind of the Maker to Heller shall immediately become due
and payable and Heller may proceed to collect the same at once.
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     Heller shall not be required to look to any collateral pledged or held by
it for the payment of this Note, but may proceed against the Maker in such
manner as it deems desirable. None of the rights or remedies of Heller shall be
deemed waived or effected by the failure or delay of Heller to exercise same.

     The obligations hereby evidenced are collateralized by all of the accounts
and inventory of Maker, and the common stock of Maker acquired with the
principal amount hereof as part of the stock repurchase agreement, amounting to
approximately 18.65 shares, as well as other collateral, all as more fully set
forth in the Agreements.

     Upon receipt of the principal amount herein, Maker agrees to pay to Heller
a one-time, non-refundable transaction fee of Ten Thousand ($10,000) Dollars,
which fee may, at Heller's option be withheld from the principal amount or
charged to Maker's factoring account. Maker may voluntarily prepay the
obligations hereunder in full or in part at any time prior to maturity without
penalty.

     This Note shall continue to bear interest at the rate hereinabove provided
until paid in full. If this Note is not paid when due and if it is placed with
an attorney for collection, the undersigned agrees to pay all costs of
collection, including reasonable attorneys' fees, which sum shall be added to
the amount due hereunder.

     This Note is repayable in the State of New York and for all purposes shall
be construed in accordance with and governed by the laws of the State of New
York. Maker waives any rights it may have to a jury trial in any judicial
proceedings in connection herewith.

     IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
and its corporate seal affixed hereto by its officers thereunto duly authorized
on the day and year first above written.

                              PIVOT RULES, INC.

                              By: /s/ E. Kenneth Seiff
                              -------------------------------------
                              Name: E. Kenneth Seiff
                              Title: President

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