
<PAGE>


     WARRANTS              WARRANT CERTIFICATE FOR                 WARRANTS
      NUMBER               PURCHASE OF COMMON STOCK
-------------------    VOID AFTER 5:00 P.M. - ON MAY  , 2002 -------------------
PRW
-------------------                [PIVOT                    -------------------
                                 RULES LOGO]

                                                               CUSIP 725810 11 3

THIS CERTIFIES THAT, for value received





, or registered assigns, ("Registered Holder") is the owner of the number of
warrants ("Warrants") specified above. Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth 
in this Certificate and in the Warrant Agreement (as hereinafter defined), one
fully paid and nonassessable share (subject to adjustment as hereinafter
provided) of the Common Stock, par value $.01 per share ("Common Stock") of
Pivot Rules, Inc., a New York corporation ("Company"), at any time commencing
May  , 1998, and before the Expiration Date (as hereinafter defined)
upon the presentation and surrender of this Warrant Certificate with the
Subscription Form on the reverse hereof duly executed, at the office of 
American Stock Transfer & Trust Company, as warrant agent, or its successor
("Warrant Agent") accompanied by payment of the $     ("Purchase Price") per
Warrant, subject to adjustment as hereinafter provided, in lawful money of the
United States in cash, or by good certified or official bank check payable to
the order of the Company.

        This Warrant Certificate and each Warrant represented hereby are 
issued pursuant to and are subject in all respects to the terms set forth in
the Warrant Agreement ("Warrant Agreement") dated as of May   , 1997, by
and between the Company and the Warrant Agent, to all the terms and
provisions of which the Registered Holder, by acceptance of this Warrant
Certificate, hereby assents. In the event of certain contingencies provided
for in the Warrant Agreement, the Purchase Price and the number of shares of
Common Stock subject to purchase upon the exercise of each Warrant represented
hereby are subject to modification or adjustment. Reference is made to the
Warrant Agreement for a more complete statement of the rights and limitations
of the rights of the Registered Holder hereof, the rights and duties of the
Warrant Agent and the rights and obligations of the Company thereunder. Copies
of the Warrant Agreement are on file at the corporate trust office of the 
Warrant Agent.

        The term "Expiration Date" shall mean 5:00 p.m. (New York time) on
May  , 2002, or such earlier date as the Warrant shall be redeemed. If 
such date shall in the State of New York be a holiday or a day on which the
banks are authorized to close, then the Expiration Date shall mean 5:00 p.m.
(New York time) the next following day which in the State of New York is not a
holiday or a day on which banks are authorized to close.

        Each Warrant represented hereby is exercisable at the option of the 
Registered Holder. The Company shall not be required upon the exercise of the
Warrants represented hereby to issue any fractions of shares, but shall make an
adjustment therefor in cash on the basis of the market value of any such
fractional interest (computed as provided in the Warrant Agreement). In case 
this Warrant is exercised with respect to less than all of such shares, a new
Warrant certificate or certificates will be issued on such surrender for the
number of Warrants represented hereby which were not so exercised. Prior to the
exercise of any Warrant represented hereby, the holder shall not be entitled
to any rights of a stockholder of the Company, including without limitation
the right to vote or to receive dividends or other distributions, and shall
not be entitled to receive any notice of any proceedings of the Company except
as provided in said Warrant Agreement. Prior to the due presentment for
registration of transfer of this Warrant Certificate, the Company and the
Warrant Agent may deem and treat the Registered Holder as the absolute owner
hereof and of each Warrant represented hereby (notwithstanding any notation of
ownership or other writing hereon made by anyone other than a duly authorized
officer of the Company or the Warrant Agent), for all purposes, and neither 
the Company nor the Warrant Agent shall be affected by any notice to the 
contrary.

        This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate, or Warrant Certificates of like tenor representing an
equal aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender.

        Upon due presentment together with any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates
representing an equal aggregate number of Warrants will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Warrant Agreement.

        The Company shall not be obligated to deliver any securities pursuant
to the exercise of any Warrant unless a registration statement under the
Securities Act of 1933 with respect to such securities is effective. The 
Company has covenanted and agreed that it will file a registration statement
or a post-effective amendment to its existing registration statement and will
use its best efforts to cause the same to become effective and to keep it 
current while any of the Warrants are outstanding and exercisable. The Warrants
represented hereby shall not be exercisable by a Registered Holder in any state
where such exercise would be unlawful.

        The Warrants may be redeemed at the option of the Company in whole at 
any time or in part from time to time, after the Warrants become exercisable
and prior to their expiration, by paying in cash, or certified or bank check,
therefor $.01 per Warrant upon at least thirty (30) days' written notice mailed
to the Registered Holders at any time, if the last sale price of the Common
Stock has been at least 165% of the then effective exercise price of the 
Warrants on twenty (20) out of the thirty (30) consecutive trading days ending
on the third day prior to the date on which the notice of redemption is given. 
Each Warrant not exercised on or before the date called for in such notice 
shall become void, and all rights thereunder shall terminate.

        If this Warrant shall be surrendered for exercise within any period 
during which the transfer books for Common Stock or other securities 
purchasable upon the exercise of this Warrant are closed for any purpose, the
Company shall not be required to make delivery of certificates for the 
securities purchasable upon such exercise until the date of the reopening of
said transfer books.

        The Company has agreed to pay a fee of 5% of the Purchase Price to
GKN Securities Corp. upon certain conditions as specified in the Warrant
Agreement upon the exercise of any Warrants represented hereby.

        This Warrant Certificate and each Warrant represented hereby shall be
construed in accordance with and governed by the laws of the State of New York.

        This Warrant Certificate shall not be valid unless countersigned by
Warrant Agent.

        IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed, manually or in facsimile by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted herein.
      



Dated:                             PIVOT RULES, INC.   PIVOT RULES, INC.
                                      CORPORATE
COUNTERSIGNED:                          SEAL           BY: /s/ E. Kenneth Seiff
AMERICAN STOCK TRANSFER & TRUST         1991           PRESIDENT
COMPANY                               NEW YORK
(NEW YORK, NY) WARRANT AGENT

BY:                                                    ATTEST:
                                                       BY:


                                                          /s/ Meena N. Bhatia
              AUTHORIZED OFFICER                          ASSISTANT SECRETARY


<PAGE>

                               PIVOT RULES, INC.

                                 PURCHASE FORM
                                 TO BE EXECUTED
                      UPON EXERCISE OF WARRANT CERTIFICATE

TO:  American Stock Transfer & Trust Company
     40 Wall Street
     New York, New York 10003

    The undersigned hereby exercises, according to the terms and conditions 
thereof, the right to purchase____________ Shares of Common Stock, evidenced by
the within Warrant Certificate, and herewith makes a payment of the purchase 
price in full.

NAME:____________________________          _____________________________________
                                           PAYMENT ENCLOSED
ADDRESS:_________________________          _____________________________________
                                           SOCIAL SECURITY NO. of Warrant Holder

________________________________________________________________________________

    The undersigned represents that the excercise of the within Warrant was 
solicited by GKN Securities Corp. If not solicited by GKN Securities Corp., 
please write "unsolicited" in the space below.  Unless otherwise indicated, it 
will be assumed that the exercise was solicited by GKN Securities Corp.

    ____________________________________________________________________________
    (Write "Unsolicited" on above line if not solicited by GKN Securities Corp.)



DATED:__________________________        SIGNATURE:______________________________

                                  TRANSFER FORM
    For value received______________________hereby sells, assigns and transfers
unto

_______________________________________________________________________________

(_____________________) Warrants to purchase Shares of Common Stock represented
by the within Warrant Certificate and does hereby irrevocably constitute and
appoint_________________________________________________________________________

________________________________________________________________________Attorney
to transfer such Warrants on the books of the within named Company with full
power of substitution in the premises.


 DATED:______________________________

                           Notice:______________________________________________
                                  The signature to this assignment must 
                                  correspond with the name as written upon the
                                  face of this Certificate in every particular.

_________________________________________
  Social Security Number of Assigneee 
      or other identifying number



Signature(s) Guaranteed:


____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPOVED SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT
TO S.E.C. RULE 17Ad-15.

