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                                                                 Exhibit 10.16

                               PIVOT RULES, INC.
                            1997 STOCK OPTION PLAN

SECTION 1.        PURPOSE

         The purposes of this Pivot Rules, Inc. 1997 Stock Option Plan (the
"Plan") are to encourage selected employees, consultants and directors of
Pivot Rules, Inc. (together with any successor thereto, the "Company' ) and
its Affiliates (as defined below) to acquire a proprietary interest in the
growth and performance of the Company, to generate an increased incentive to
contribute to the Company's future success and prosperity, thus enhancing the
value of the Company for the benefit of its shareholders, and to enhance the
ability of the Company and its Affiliates to attract and retain qualified
individuals upon whom, in large measure, the sustained progress, growth, and
profitability of the Company depend.

SECTION 2.        DEFINITIONS

         As used in the Plan, the following terms shall have the meanings set
forth below:

         (a) "Affiliate" shall mean any entity that, directly or through one
or more intermediaries, is controlled by, controls or is under common control
with the Company.

         (b) "Board" shall mean the Board of Directors of the Company.

         (c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (d) "Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not less than two directors, each
of whom is both a non-employee director within the meaning of Rule 16b-3 and
an "outside director" as that term is defined for purposes of Section 162(m)
of the Code.

         (e) "Consultant" shall mean any Person who contracts to provide
services to the Company as an independent contractor.

         (f) "Fair Market Value" shall mean, with respect to Shares or other
securities (i) the closing price per Share of the Shares on the principal
exchange on which the Shares are then trading, if any, on such date, or, if
the Shares were not traded on such date, then on the next preceding trading
day during which a sale occurred; or (ii) if the Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, (1) the
last sales price (if the Shares are then listed as a National Market Issue
under the NASDAQ National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the Shares on
such date as reported by NASDAQ or such successor quotation system; or (iii)
if the Shares are not publicly traded on an exchange and not quoted on NASDAQ
or a


                                                         

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successor quotation system, the mean between the closing bid and asked prices
for the Shares on such date as determined in good faith by the Committee; or
(iv) if the provisions of clauses (i), (ii) and (iii) shall not be applicable,
the fair market value established by the Committee acting in good faith.

         (g) "Incentive Stock Option" shall mean an option granted under
Section 6 of the Plan that meets the requirements of Section 422 of the Code
or any successor provision thereto.

         (h) "Key Employee" shall mean any officer, director or other employee
who is a regular full-time employee of the Company or its present and future
Affiliates.

         (i) "Non-Employee Director" shall mean each member of the Board who
is not an employee of the Company or any Affiliate.

         (j) "Non-Qualified Stock Option" shall mean an option granted under
Section 6 of the Plan that is not an Incentive Stock Option or an Option
granted under Section 7.

         (k) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

         (1) "Option Agreement" shall mean a written agreement, contract, or
other instrument or document evidencing an Option granted under the Plan.

         (m) "Participant" shall mean a Key Employee, Consultant or
Non-Employee Director who has been granted an Option under the Plan.

         (n) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

         (o) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation thereto.

         (p) "Shares" shall mean the common stock of the Company, $.01 par
value, and such other securities or property as may become the subject of
Options pursuant to an adjustment made under Section 4(b) of the Plan.

         (q) "Ten Percent Shareholder" shall mean a Person, who together with
his or her spouse, children and trusts and custodial accounts for their
benefit, immediately at the time of the grant of an Option and assuming its
immediate exercise, would beneficially own, within the meaning of Section
424(d) of the Code, Shares possessing more than ten percent (10%) of the total
combined voting power of all of the outstanding capital stock of the Company.



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SECTION 3.        ADMINISTRATION

         (a) Generally. The Plan shall be administered by the Committee.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to
the Plan or any Option shall be within the sole discretion of the Committee,
may be made at any time, and shall be final, conclusive, and binding upon all
Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Option, any shareholder of the Company or any Affiliate,
and any employee of the Company or of any Affiliate.

         (b) Powers. Subject to the terms of the Plan and applicable law and
except as provided in Section 7 hereof, the Committee shall have full power
and authority to: (i) designate Participants; (ii) determine the type or types
of Options to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by Options; (iv) determine the terms and
conditions of any Option; (v) determine whether, to what extent, and under
what circumstances Options may be settled or exercised in cash, Shares, other
Options, or other property, or canceled, forfeited, or suspended, and the
method or methods by which Options may be settled, exercised, canceled,
forfeited, or suspended; (vi) interpret and administer the Plan and any
instruments or agreements relating to, or Options granted under, the Plan;
(vii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (viii) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the
Plan.

         (c) Reliance, Indemnification. The Committee may employ attorneys,
consultants, accountants or other persons and the Committee, the Company and
its officers and directors shall be entitled to rely upon the advice, opinions
or valuations of any such persons. No member of the Committee shall be
personally liable for any action, determination or interpretation taken or
made in good faith with respect to the Plan, or Options granted thereunder and
all members of the Committee shall be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.

SECTION 4.        SHARES AVAILABLE FOR OPTIONS

         (a) Shares Available. Subject to adjustment as provided in Section
4(b):

                  (i) Limitation on Number of Shares. Options issuable under
         the Plan are limited such that the maximum aggregate number of Shares
         which may issued pursuant to, or by reason of, Options is 200,000, of
         which 162,500 may be issued pursuant to, or by reason of, Options
         granted to Key Employees and Consultants and 37,500 may be issued
         pursuant to, or by reason of, Options granted to Non-Employee
         Directors. Further, no Participant shall be granted in any one fiscal
         year Options to purchase more than 100,000 Shares. To the extent that
         an Option granted to (A) a Key Employee or


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         Consultant or (B) a Non-Employee Director ceases to remain
         outstanding by reason of termination of rights granted thereunder,
         forfeiture or otherwise, the Shares subject to such Option shall
         again become available for award under the Plan to (x) Key Employees
         and Consultants and (y) Non-Employee Directors, respectively;
         provided, however, that in the case of the cancellation or
         termination of an Option in the same fiscal year that such Option was
         granted, both the cancelled Option and the newly granted Option shall
         be counted in determining whether the recipient has received the
         maximum number of such Options under the Plan for such fiscal year.

                  (ii) Accounting for Awards. For purposes of this Section 4,
         the number of Shares covered by an Option to (A) a Key Employee or
         Consultant or (B) a Non- Employee Director shall be counted on the
         date of grant of such Option against the aggregate number of Shares
         available for granting Options under the Plan to (x) Key Employees
         and Consultants or (y) Non-Employee Directors, respectively.

                  (iii) Sources of Shares Deliverable Under Options. Any
         Shares delivered pursuant to an Option may consist, in whole or in
         part, of authorized and unissued Shares or of treasury Shares.

         (b) Adjustments. In the event that the Committee shall determine that
any (i) subdivision or consolidation of Shares, (ii) dividend or other
distribution (in the form of Shares), (iii) recapitalization or other capital
adjustment of the Company or (iv) merger, consolidation or other
reorganization of the Company or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event (of
a type described in Treasury Regulation Section 1.162-27(e)(2)(iii)(C)),
affects the Shares such that an adjustment is determined by the Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem necessary to prevent dilution
or enlargement of the benefits or potential benefits intended to be made under
the Plan, adjust any or all of (x) the number and type of Shares which
thereafter may be made the subject of Options, (y) the number and type of
Shares subject to outstanding Options, and (z) the grant, purchase, or
exercise price with respect to an Option or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Option, provided,
however, in each case, that (i) with respect to Incentive Stock Options no
such adjustment shall be authorized to the extent that such adjustment would
cause the Plan to violate Section 4 of the Code or any successor provision
thereto; (ii) each such adjustment shall be made in such manner as not to
constitute a cancellation and reissuance of a Non-Qualified Stock Option for
purposes of Section 162(m) of the Code, or the regulations promulgated
thereunder, to the extent that such reissuance would result in the grant of
such Options in excess of the maximum permitted to be granted to any
Participant in any fiscal year; and (iii) the number of Shares subject to any
Option denominated in Shares shall always be a whole number.



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SECTION 5.        ELIGIBILITY

         Except as provided in Section 7, Options may be granted only to Key
Employees and Consultants. In determining the Persons to whom Options shall be
granted and the number of Shares to be covered by each Option, the Committee
shall take into account the nature of the Person's duties, such Person's
present and potential contributions to the success of the Company and such
other factors as it shall deem relevant in connection with accomplishing the
purposes of the Plan. A Key Employee or Consultant who has been granted an
Option or Options under the Plan may be granted an additional Option or
Options, subject to such limitations as may be imposed by the Code on the
grant of incentive Stock Options.

SECTION 6.        OPTION

         The Committee is hereby authorized to grant Options to Participants
upon the following terms and the conditions (except to the extent otherwise
provided in Section 7) and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the Committee
shall determine:

                  (a) Exercise Price. The purchase price per Share purchasable
         under Incentive Stock Options shall not be less than 100% of the Fair
         Market Value of a Share on the date of grant; provided that the
         purchase price per Share purchasable under Incentive Stock Options
         granted to Ten Percent Shareholders shall be not less than 110% of
         the Fair Market Value of a Share on the date of grant. The purchase
         price per Share purchasable under Non-Qualified Stock Options shall
         be the price determined by the Committee.

                  (b) Option Term. The term of each Non-Qualified Stock Option
         shall be fixed by the Committee. The term of each Incentive Stock
         Option shall in no event be more than 10 years from the date of
         grant, or in the case of an Incentive Stock Option granted to a Ten
         Percent Shareholder, 5 years from the date of grant.

                  (c) Time and Method of Exercise. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part, and the method or methods by which, and the form or
         forms in which, payment of the option price with respect thereto may
         be made or deemed to have been made (including, without limitation,
         (i) cash, Shares, outstanding Options or other consideration, or any
         combination thereof, having a Fair Market Value on the exercise date
         equal to the relevant option price and (ii) a broker-assisted
         cashless exercise program established by the Committee), provided in
         each case that such methods avoid "short-swing" profits to the
         Participant under Section 16(b) of the Securities Exchange Act of
         1934, as amended. The payment of the exercise price of an Option may
         be made in a single payment or transfer, in installments, or on a
         deferred basis, in each case in accordance with rules and procedures
         established by the Committee.



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                  (d) Early Termination. The unexercised portion of any Option
         granted to a Key Employee under the Plan will generally be terminated
         (i) thirty (30) days after the date on which the Key Employee's
         employment is terminated for any reason other than (A) Cause (as
         defined below), (B) retirement or mental or physical disability, or
         (C) death; (ii) immediately upon the termination of the Key
         Employee's employment for Cause; (iii) three months after the date on
         which the Key Employee's employment is terminated by reason of
         retirement or mental or physical disability; or (iv)(A) 12 months
         after the date on which the Key Employee's employment is terminated
         by reason of the death of the Key Employee, or (B) three months after
         the date on which the Key Employee shall die if such death shall
         occur during the three-month period following the termination of the
         Key Employee's employment by reason of retirement or mental or
         physical disability. The term "Cause," as used herein, shall mean (w)
         the Key Employee's willful misconduct or fraud in the performance of
         his duties under such Key Employee's employment arrangement with the
         Company, (x) the continued failure or refusal of the Key Employee
         (following written notice thereof) to carry out any reasonable
         request of the Board for the provision of services under such Key
         Employee's employment arrangement with the Company, (y) the material
         breach by the Key Employee of his employment arrangement with the
         Company or (z) the entering of a plea of guilty or nolo contendere to
         or the conviction of the Key Employee for a felony or any other
         criminal act involving moral turpitude, dishonesty, theft or
         unethical business conduct. For purposes of this paragraph (d), no
         act shall be considered willful unless done or omitted to be done not
         in good faith and without reasonable belief that such action or
         omission was in the best interest of the Company.

                  (e) Incentive Stock Options. All terms of any Incentive
         Stock Option granted under the Plan shall comply in all respects with
         the provisions of Section 422 of the Code, or any successor provision
         thereto, and any regulations promulgated thereunder.

                  (f) No Cash Consideration for Awards. Awards shall be
         granted for no cash consideration or such minimal cash consideration
         as may be required by applicable law.

                  (g) Limits on Transfer of Options. Subject to Code Section
         422, no Option and no right under any such Option, shall be
         assignable, alienable, saleable, or transferable by a Participant
         otherwise than by will or by the laws of descent and distribution;
         provided, however, that, if so determined by the Committee, a
         Participant may, in the manner established by the Committee,
         designate a beneficiary or beneficiaries to exercise the rights of
         the Participant, and to receive any property distributable, with
         respect to any Option upon the death of the Participant. Each Option,
         and each right under any such Option, shall be exercisable during the
         Participant's lifetime, only by the Participant or, if permissible
         under applicable law with respect to any Option that is not an
         Incentive Stock Option, by the Participant's guardian or legal
         representative. No Option and no right under any such Option, may be
         pledged, alienated, attached, or


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         otherwise encumbered, and any purported pledge, alienation,
         attachment, or encumbrance thereof shall be void and unenforceable
         against the Company or any Affiliate.

                  (h) Term of Options. Except as set forth in Section 6(b) and
         Section 7, the term of each Option shall be for such period as may be
         determined by the Committee.

                  (i) Share Certificates. All certificates for Shares or other
         securities of the Company delivered under the Plan pursuant to any
         Option or the exercise thereof shall be subject to such stop transfer
         orders and other restrictions as the Committee may deem advisable
         under the Plan or the rules, regulations, and other restrictions of
         the Securities and Exchange Commission, any stock exchange upon which
         such Shares or other securities are then listed, and any applicable
         Federal or state securities laws, and the Committee may cause a
         legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

SECTION 7.        OPTIONS AWARDED TO NON-EMPLOYEE DIRECTORS

         Each Non-Employee Director who was a member of the Board on the
Effective Date (defined hereafter) shall automatically be granted on such date
a Non-Qualified Stock Option to purchase 5,000 Shares, subject to all of the
provisions of the Plan. Each person who is either elected or appointed a
Non-Employee Director, and who has not previously received a grant of
Non-Qualified Stock Options pursuant to the Plan, shall automatically be
granted a Non- Qualified Stock Option to purchase 5,000 Shares on the date of
their appointment or election, subject to the provisions of the Plan. In
addition, each Non-Employee Director who is a member of the Board on April 30
of a year during the term of the Plan beginning in calendar year 1998 shall
automatically be granted a Non-Qualified Stock Option to purchase 2,500 Shares
on May 1 of the following year. All Options granted pursuant to this Section 7
shall (a) be at an exercise price per Share equal to 100% of the Fair Market
Value of a Share on the date of the grant; (b) have a term of 10 years; (c)
terminate (i) thirty (30) days after termination of a Non-Employee Director's
service as a director of the Company for any reason other than mental or
physical disability or death, (ii) three months after the date the
Non-Employee Director ceases to serve as a director of the Company due to
physical or mental disability or (iii)(A) 12 months after the date the
Non-Employee Director ceases to serve as a director due to the death of the
Non-Employee Director or (B) three months after the death of the Non-Employee
Director if such death shall occur during the three month period following the
date the Non-Employee Director ceased to serve as a director of the Company
due to physical or mental disability; and (d) be otherwise on the same terms
and conditions as all other Options granted pursuant to the Plan.

SECTION 8.        AMENDMENT AND TERMINATION

         Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Option Agreement or in the Plan:



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         (a) Amendments to the Plan. The Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from
time to time by the Board, but no amendment without the approval of the
shareholders of the Company shall be made if shareholder approval would be
required under Section 162(m) of the Code, Section 422 of the Code, Rule 16b-3
or any other law or rule of any governmental authority, stock exchange or
other self-regulatory organization to which the Company is subject. Neither
the amendment, suspension or termination of the Plan shall, without the
consent of the holder of such Option, alter or impair any rights or
obligations under any Option theretofore granted.

         (b) Adjustments of Options Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Options in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4(b) hereof) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate or of
changes in applicable laws, regulations, or accounting principles, whenever
the Committee determines that such adjustments are appropriate in order to
prevent enlargement of the benefits or potential benefits to be made available
under the Plan.

         (c) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

SECTION 9.        ELECTION TO HAVE SHARES WITHHELD

         (a) In combination with or in substitution for cash withholding or
any other legal method of satisfying federal and state withholding tax
liability, a Participant may elect to have Shares withheld by the Company or
to have Shares sold in a broker-assisted transaction in order to satisfy
federal and state withholding tax liability (a "share withholding election"),
provided (i) the Committee shall have adopted procedures providing for a
withholding election; and (ii) the share withholding election is made on or
prior to the date on which the amount of withholding tax liability is
determined (the "Tax Date"). If a Participant elects within thirty (30) days
of the date of exercise to be subject to withholding tax on the exercise date
pursuant to the provisions of Section 83(b) of the Code, then the share
withholding election may be made during such thirty (30) day period.
Notwithstanding the foregoing, a holder whose transactions in Common Stock are
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended,
may make a share withholding election only if the following additional
conditions are met: (i) the share withholding election is made no sooner than
six (6) months after the date of grant of the Option, except, however, such
six (6) month condition shall not apply if the Participant's death or
disability (as shall be determined by the Committee) occurs within such six
(6) month period; and (ii) the share withholding election is made (x) at least
six (6) months prior to the Tax Date, or (y) during the period beginning on
the third business day following the date of release of the Company's
quarterly or annual financial results and ending on the twelfth business day
following such date.


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         (b) A share withholding election shall be deemed made when written
notice of such election, signed by the Participant, has been hand delivered or
transmitted by registered or certified mail to the Secretary of the Company at
its then principal office. Delivery of said notice shall constitute an
irrevocable election to have Shares withheld.

         (c) If a Participant has made a share withholding election pursuant
to this Section 9, and (i) within thirty (30) days of the date of exercise of
the Option, the Participant elects pursuant to the provisions of Section 83(b)
of the Code to be subject to withholding tax on the date of exercise of the
Option, then such Participant will be unconditionally obligated to immediately
tender back to the Company the number of Shares having an aggregate fair
market value (as determined in good faith by the Committee), equal to the
amount of tax required to be withheld plus cash for any fractional amount,
together with written notice to the Company informing the Company of the
Participant's election pursuant to Section 83(b) of the Code; or (ii) if the
Participant has not made an election pursuant to the provisions of Section
83(b) of the Code, then on the Tax Date, such Participant will be
unconditionally obligated to tender back to the Company the number of Shares
having an aggregate fair market value (as determined in good faith by the
Committee), equal to the amount of tax required to be withheld plus cash for
any fractional amount.

SECTION 10.       VESTING LIMITATION ON INCENTIVE STOCK OPTIONS

         The Fair Market Value of Shares subject to Incentive Stock Options
(determined as of the date such Incentive Stock Options are granted)
exercisable for the first time by any individual during any calendar year
shall in no event exceed $100,000.

SECTION 11.       GENERAL PROVISIONS

         (a) No Rights to Awards. No Key Employee or Consultant shall have any
claim to be granted any Option under the Plan, and there is no obligation for
uniformity of treatment of Key Employees or Consultants or holders or
beneficiaries of Options under the Plan. The terms and conditions of Options
need not be the same with respect to each recipient.

         (b) No Limit on Other Plans. Nothing contained in the Plan shall
prevent the Company or any Affiliate from adopting or continuing in effect
other or additional compensation arrangements and such arrangements may be
either generally applicable or applicable only in specific cases.

         (c) No Right to Employment. The grant of an Option shall not be
construed as giving a Participant the right to be retained in the employ of
the Company or any Affiliate. Further, the Company or an Affiliate may at any
time dismiss a Participant from employment, free from any liability, or any
claim under the Plan, unless otherwise expressly provided in the Plan or in
any Option Agreement.



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         (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New York and applicable Federal law.

         (e) Severability. If any provision of the Plan or any Option is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or would disqualify the Plan or any Option under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering
the intent of the Plan, such provision shall be deemed void, stricken and the
remainder of the Plan and any such Option shall remain in full force and
effect.

         (f) No Trust or Fund Created. Neither the Plan nor any Option shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Option, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (g) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Option, and the Committee shall
determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be canceled, terminated, or otherwise eliminated.

         (h) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision hereof.

SECTION 12.       DEDUCTIBILITY OF COMPENSATION

         Prior to the end of the "reliance period" as defined in Treasury
Regulation Section 1.162- 27(f)(2), the Committee shall take such actions, if
any, that it deems necessary or appropriate so that the compensation element
of Non-Qualified Stock Options will qualify as "qualified performance-based
compensation," within the meaning of Treasury Regulation Section 1.162- 27(e).

SECTION 13.       EFFECTIVE DATE OF THE PLAN

         The Plan is effective as of the closing of the Company's initial
public offering (the "Effective Date").



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SECTION 14.       TERM OF THE PLAN

         The Plan shall continue until the earlier of (i) the date on which
all Options issuable hereunder have been issued, (ii) the termination of the
Plan by the Board or (iii) March 4, 2007. However, unless otherwise expressly
provided in the Plan or in an applicable Option Agreement, any Option
theretofore granted may extend beyond such date and the authority of the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Option or to waive any conditions or rights under any such Option, and the
authority of the Board to amend the Plan, shall extend beyond such date.



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