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                                                                   Exhibit 10.9

                         PROMISSORY NOTE


$240,000.00                                    New York, New York
                                               September 30, 1996


          FOR VALUE RECEIVED, PIVOT RULES INC. (the "Maker), a New York
corporation with its principal place of business located at 80 West 40th
Street, New York, New York 10018, hereby unconditionally promises to pay, in
lawful money of the United States, to Edward H. Mank (Lender) at 1430
Massachusetts Avenue, Cambridge, Mass. 02134 the principal sum of TWO HUNDRED
FORTY THOUSAND DOLLARS ($240,000.00) together with accrued interest thereon on
the unpaid principal amount thereof from time to time outstanding until the
said principal sum shall be fully paid, at a rate of interest per annum equal
to twelve per cent (12%). Principal and interest shall be payable in ten (10)
monthly installments of TWENTY FIVE THOUSAND THREE HUNDRED THIRTY NINE DOLLARS
AND SEVENTY CENTS ($25,399.70) with the first payment due on the one month
anniversary of the date of this note.

          As collateral security for the obligations of the Maker under this
Note, the Maker hereby grants to Lender a second position in inventory and
receivables and Kenneth Seiff hereby grants a security interest by pledge in
escrow of twenty shares of common stock of the Maker owned by Seiff (the
"Shares" or "Collateral"), pursuant to an escrow agreement under which Seiff &
Kretz, 645 Madison Avenue, New York, New York 10022 will serve as escrow agent
(the "Escrow Agent"). The Shares shall be released from this Escrow Agreement.
In the event that Pivot Rules obtains a bridge loan from GKN Securities, Lender
agrees to subordinate its position 

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to GKN Securities. In this event, Maker may at any time substitute collateral
or marketable securities or cash of 125% of equivalent value to the then
outstanding debt balance.

          Upon thirty (30) days written notice, the Maker shall have the right
to prepay part or all of this Note without payment of any premium or penalty.
In the event Kenneth Seiff shall cease to be a full-time employee of the Maker
or a successor or affiliate of the Maker (including by reason of the death of
Kenneth Seiff), (a "Termination Event"), the Lender shall have the option to
require full payment of the note principal balance, without payment of any
premium or penalty. The Maker shall provide notice to the Lender within ten
(10) days of the occurrence of a Termination Event which notice shall include a
copy of the latest set of "reviewed" financial statements of the Maker. The
Lender shall have ten (10) days from receipt of the Maker's notice to exercise
Lender's right to require such payment. Upon any note prepayment, Lender shall
promptly notify the Escrow Agent and the Collateral shall be returned to Seiff
by the Escrow Agent.

          Maker has in excess of $240,000 of insurance on the life of Kenneth
Seiff. The proportional amount of this note outstanding at the time of Seiff's
death shall be paid to Lender from said life insurance forthwith.

          Notices required to be delivered hereunder shall be sent by
registered or certified mail or by hand delivery with receipt acknowledged or
by the Express Mail service offered by the United States Post Office and
addressed to the parties hereto at the addresses set forth above. Such notice
shall be deemed to have been received on the date of hand delivery, next day if
by Express Mail or five (5) days after the date of deposit in the United States
mail.

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          If the due date of any payment under this Note would otherwise fall
on a day which is not a Business Day, such date will be extended to the
immediately succeeding Business Day. The term "Business Day" shall mean any day
on which commercial banks in the State of New York are not authorized or
required to be closed.

          In the event of a payment default not cured within fifteen (15) days
after the due date of any installment payment under this Note, the Maker shall
pay a default rate of interest at the rate of twelve percent (12%) per annum
until such default has been cured. If payment is not made after an additional
thirty (30) days, Lender shall have an option to exercise any and all remedies
available to him under applicable law.

          This Note shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Massachusetts, without regard to the conflict of
laws principles thereof.

          Any reference to "Lender" herein shall include the legal
representatives of Lender; and the term "Maker" as used herein shall include
the successors and assigns, if any, of the Maker. Lender shall not assign this
Note in any case without the prior written consent of the Maker.

          IN WITNESS WHEREOF, this Note has been duly executed by the Maker as
of the day and year first above written.

                                   PIVOT RULES INC.

                                   By:  /s/ Kenneth Seiff
                                        Name: Kenneth Seiff
                                        Title:Chief Executive Officer


                                   By:  /s/ Kenneth Seiff
                                        Name: Kenneth Seiff
               

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                                        Individually (solely in the capacity
                                        as pledgor of the shares and not as
                                        guarantor).




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                            EXHIBIT B

                         ESCROW AGREEMENT


     AGREEMENT made this 30th day of September, 1996, by and among Kenneth Seiff
("Seiff") an individual having his principal place of business at the offices
of Pivot Rules, Inc. 80 West 40th Street, New York, New York 10018 ("Pivot
Rules"), and Edward H. Mank ("Lender") having his principal place of business
at 1430 Massachusetts Avenue, Cambridge, Massachusetts 02134, and Seiff &
Kretz, a New York law partnership, having its principal place of business at
645 Madison Avenue, New York, New York 10022 (the "Escrow Agent").

                      W I T N E S S E T H :

     WHEREAS, Seiff has agreed to place in escrow as collateral, for a loan
being extended on the date hereof from Lender to Pivot Rules, a total of twenty
shares of common stock of Pivot Rules, Inc. owned by Seiff (the "Shares")
pursuant to the terms set forth in the Promissory Note annexed hereto; and

     WHEREAS, Seiff and the Lender have agreed to the appointment of Seiff &
Kretz as Escrow Agent in connection with the transaction described in the
annexed Promissory Note, and the Escrow Agent is willing to act as such upon
the terms and subject to the conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained; the parties hereby agree as follows:

     1. Delivery of the Shares to Escrow Agent. Upon the execution of the
annexed Promissory Note and the payment of the amount of $240,000 to Pivot
Rules by the Lender, Seiff shall deliver to the Escrow Agent 20 Shares,
represented by Certificate No. 33, which has been 


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duly endorsed in blank. From time to time, Seiff and Lender, acting as one, may
instruct Escrow Agent by written notice to release Shares from Escrow.

     2. Rights, Duties and Responsibilities of Escrow Agent. It is understood
and agreed that the duties of the Escrow Agent are purely ministerial in
nature, and that:

          2.1 The Escrow Agent shall not be responsible for or be required to
endorse any of the terms or conditions of any agreement between the Lender and
Seiff nor shall the Escrow Agent be responsible for the performance of the
Lender, Seiff or Pivot Rules of their respective obligations under any
agreement or otherwise.

          2.2 The Escrow Agent shall be entitled to rely upon the accuracy, act
in reliance upon the contents, and assume the genuineness, of any notice,
instruction, certificate, signature, instrument or document which is given to
the Escrow Agent pursuant to this Agreement without the necessity of the Escrow
Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be
obligated to make any inquiry as to the authority, capacity, existence or
identity of any person purporting to give any such notice or instruction or to
execute any such certificate, instrument or document.

          2.3 In the event that the Escrow Agent shall be uncertain as to its
duties or rights hereunder or shall receive instructions with respect to the
Shares which, in its sole determination, are in conflict either with other
instructions received by it or with any provision of this Agreement, it shall
be required to hold the Shares, or a portion thereof, pending the resolution of
such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of
a court or courts of competent jurisdiction or otherwise; or the Escrow Agent,
at it sole option may deposit the Shares with the Clerk of court of competent
jurisdiction in a proceeding to which all 


                                       2
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parties in interest are joined. Upon the deposit by the Escrow Agent of the
Shares with the Clerk of any court, the Escrow Agent shall be relieved of all
further obligations and released from all liability hereunder.

          2.4 The Escrow Agent will use its best efforts to cause all actions
required or permitted to be performed by the Escrow Agent hereunder to be
carried out on behalf of the Escrow Agent by Eric A. Seiff, Esq. or, to the
extent that this is not feasible, by an employee of the Escrow Agent designated
in writing by said Eric A. Seiff.

          2.5 The Escrow Agent shall not be liable for any action taken or
omitted hereunder, nor for the misconduct of any employee, agent or attorney
appointed by it, except in the case of willful misconduct. The Escrow Agent
shall be entitled to consult with counsel of its own choosing and shall not be
liable for any action taken, suffered or omitted by it in accordance with the
advice of such counsel.

          2.6 Promptly upon receipt thereof by the Escrow Agent, the Escrow
Agent will transmit to Seiff, the Lender or to any other person designated by
Seiff or the Lender, information regarding the status of the Shares, or any
transaction with respect thereto.

     3.   Amendment; Resignation/Replacement of Escrow Agent.

          3.1  This Agreement may be altered or amended only with the unanimous
written consent of Seiff, the Lender, and the Escrow Agent.

          3.2 The Escrow Agent may resign for any reason upon ten (10) business
days' written notice to the Lender and Pivot Rules. Should the Escrow Agent
resign as herein provided, its only duty shall be to hold the Shares for a
period of not more than ten (10) business days following the effective date of
such resignation, at which time (a) if a successor escrow agent 


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shall have been appointed and written notice thereof (including the name and
address of such successor escrow agent) shall have been given to the resigning
Escrow Agent by the Lender, Seiff and such escrow agent, then the resigning
Escrow Agent shall deliver to the successor escrow agent the Shares, less any
portion thereof previously transferred in accordance with this Agreement; or
(b) if the resigning Escrow Agent has not received written notice signed by the
Lender, Seiff and a successor escrow agent, then the resigning Escrow Agent
shall promptly dispose of the Shares in accordance with Section 2.3 hereof;
whereupon, in either case, the Escrow Agent shall be relieved of all further
obligations and released from all liability under this Agreement.

          3.3 Within three (3) business days after receipt by the Escrow Agent
of a notice signed by both Pivot Rules and the Lender, which notice shall
designate a successor escrow agent and shall be signed by such successor escrow
agent to signify that such successor escrow agent is ready, willing and able to
assume the duties of Escrow Agent under this Agreement, the Escrow Agent shall
do all things necessary to transfer the Shares to such successor escrow agent
and to enable such successor escrow agent to perform all of the duties of
Escrow Agent hereunder.

     4. Representations and Warranties. Pivot Rules hereby represents and
warrants to the Escrow Agent that:

          4.1 No party other than the parties hereto have, or shall have, any
lien, claim or security interest in the Shares or any part thereof.

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          4.2 No financing statement under the Uniform Commercial Code is on
file in any jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Shares or any part thereof.

     Pivot Rules and Lender hereby represent and warrant that:

          4.3 Because Eric A. Seiff has in the past represented each of the
parties hereto, said parties agree and acknowledge that they have not relied
upon him or his law firm in any way concerning this agreement or the annexed
Promissory Note and that accordingly they have obtained their own independent
counsel.

     5. Fees and Expenses. Pivot Rules agrees to reimburse the Escrow Agent for
any reasonable expenses incurred in connection with this Agreement, including,
but not limited to, reasonable counsel fees.

     6.   Indemnification and Contribution.

          6.1 Pivot Rules and Ken Seiff (referred to jointly as the
"Indemnitors") agree, jointly and severally, to indemnify the Escrow Agent and
its employees and agents (jointly and severally the "Indemnitee") against, and
hold them harmless of and from, any and all loss, liability, cost, damage and
expense, including without limitation, reasonable counsel fees, which the
Indemnitee may suffer or incur by reason of any action, claim or proceeding
brought against the Indemnitee arising out of or relating in any way to this
Agreement or any transaction to which this Agreement relates, unless such
action, claim or proceeding is the result of the willful misconduct of the
Indemnitee.

          6.2 If the indemnification provided for in this Section 6 is
applicable, but for any reason is held to be unavailable, the Indemnitors shall
pay or reimburse the Indemnitee for the 


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aggregate of any and all losses, liabilities, costs, damages and expenses,
including counsel fees, actually incurred by the Indemnitee as a result of or
in connection with, and any amount paid in settlement of, any action, claim or
proceeding arising out of or relating in any way to any actions or omissions of
the Indemnitors.

          6.3 The provisions of this Section 6 shall survive any termination of
this Agreement, whether by release and delivery of the Shares, resignation of
the Escrow Agent or otherwise.

     7. Governing Law and Assignment. This Agreement shall be construed in
accordance with and governed by the laws of the Commonwealth of Massachusetts
and shall be binding upon the parties hereto and their respective successors
and assigns; provided, however, that any assignment or transfer by any party of
its rights under this Agreement or with respect to the Shares shall be void as
against the Escrow Agent unless:

               a.   written notice thereof shall be given to the Escrow Agent;
                    and

               b.   the Escrow Agent shall have consented in writing to such
                    assignment or transfer.

     8. Notices. All notices required to be given in connection with this
Agreement shall be sent by registered or certified mail, return receipt
requested, or by hand delivery with receipt acknowledged, or by the Express
Mail service offered by the United States Post Office, and addressed to the
addressee at his, her or its address above.

     9. Severability. If any provision of this Agreement or the application
thereof to any person or circumstances shall be determined to be invalid or
unenforceable, the remaining provisions of this Agreement or the application of
such provision to persons or circumstances 


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other than those to which it is held invalid or unenforceable shall not be
affected thereby and shall be valid and enforceable to the fullest extent
permitted by law.

     10.  Execution in Several Counterparts. This Agreement may be executed 
in several counterparts or by separate instruments and all of such counterparts
and instruments shall constitute one agreement, binding on all of the parties 
hereto.

     11.  Entire Agreement.   This Agreement constitutes the entire agreement 
between the parties hereto with respect to the subject matter hereof and 
supersedes all prior agreements and understandings (written or oral) of the 
parties in connection herewith.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.
                                   PIVOT RULES INC.

                                   By:  /s/ Kenneth Seiff
                                        -----------------------------------
                                        Name: Kenneth Seiff
                                        Title: Chief Executive Officer


                                   By:  /s/ Kenneth Seiff
                                        -----------------------------------
                                        Name: Kenneth Seiff
                                        Individually (solely in the capacity
                                        as pledgor of the shares and not as
                                        guarantor).


                                   By:  /s/ Edward H. Mank
                                       -----------------------------------
                                        Edward H. Mank


                                   By:  /s/  Seiff & Kreitz
                                       -----------------------------------
                                        Seiff & Kreitz

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