EXHIBIT 10.12



                         FIDELITY DIVIDEND CAPITAL INC.
                     INDEPENDENT DIRECTOR STOCK OPTION PLAN



                                    ARTICLE I
                                     GENERAL


         1.1 PURPOSE. Fidelity Dividend Capital Inc., a Maryland corporation
(the "Company"), hereby adopts this Independent Director Stock Option Plan (the
"Plan"). The purpose of the Plan is to foster and promote the long-term
financial success of the Company by attracting and retaining outstanding non-
employee directors by enabling them to participate in the Company's growth
through the granting of Options (as defined in Article II) which entitle them to
purchase shares of the Company's common stock, par value $.001 per share
("Shares").

         1.2 PARTICIPATION. Only directors of the Company who at the time an
Option is granted are "Non-Employee Directors" as such term is defined in Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Rule
16b-3"), or any similar rule which may subsequently be in effect (the
"Independent Directors") shall receive an Option under the Plan.

         1.3 SHARES SUBJECT TO THE PLAN. Shares to be issued upon exercise of
Options granted under the Plan may be issued from authorized but un-issued
Shares or treasury Shares of the Company. A maximum of 300,000 Shares (the "Plan
Maximum") may be issued for all purposes under the Plan (subject to adjustment
pursuant to Section 3.2), and the Company shall reserve 300,000 authorized but
un-issued Shares as of the date this Plan is established for issuance upon
exercise of Options granted under the Plan. Any Shares reserved for issuance
under Options which for any reason are canceled or terminated without having
been exercised shall not be counted in determining whether the Plan Maximum has
been reached. Options for fractional shares shall not be granted.

         1.4 GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

                                   ARTICLE II
                               STOCK OPTION AWARDS

         2.1 AWARD OF STOCK OPTIONS. (a) Effective on the later of (i) the date
on which an Independent Director becomes a member of the Board of Directors of
the Company or (ii) the date this Plan is adopted by the stockholders of the
Company, or (iii) the date on which the Company closes on the sale of at least
200,000 shares of its common stock pursuant to the Form S-11 Registration
Statement filed by the Company with the Securities and Exchange Commission as of
April 6, 2004, then each Independent Director who satisfies the conditions set
forth in Section 1.2 will automatically be awarded a stock option (an "Initial
Option") under the Plan to purchase 10,000 Shares (subject to adjustment
pursuant to Section 3.2). Effective on the date of each Annual Meeting of
Stockholders of the Company (an "Annual Meeting"), commencing with the Company's
Annual Meeting in 2005, each Independent Director then in office who satisfies
the conditions set forth in Section 1.2 will automatically be awarded a stock
option (a "Subsequent Option" or the "Subsequent Options," collectively with the
"Initial Options" referred to herein as an "Option" or "Options") to purchase
5,000 Shares (subject to adjustment pursuant to Section 3.2). The Options are
not intended to qualify as "incentive stock options" as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").







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         (b) Notwithstanding any other provision of this Plan, the number of
Options to be issued pursuant to Section 2.1(a) shall be reduced or eliminated
to the extent that the issuance of such Options would otherwise (i) enable the
Independent Directors as a group to hold more than 10% of the outstanding Shares
if such Options were exercised; (ii) result in the Company being "closely-held"
within the meaning of Code Section 856(h); (iii) cause the Company to own,
directly or constructively, 10% or more of the ownership interests in a tenant
of the property of the Company (or of the property of one or more partnerships
in which the Company is a partner), within the meaning of Code Section
856(d)(2)(B); (iv) result in a violation of any of the stock ownership and
transfer restrictions imposed under the Company's Articles of Incorporation; or
(v) cause, in the opinion of counsel to the Company, the Company to fail to
qualify (or create, in the opinion of counsel to the Company, a risk that the
Company would no longer qualify) as a real estate investment trust within the
meaning of the Code. To the extent that the issuance of Options pursuant to
Section 2.1(a) would violate any of these limitations, the number of Options to
be issued to each of the Independent Directors shall be reduced pro rata (with
those Options not granted pursuant to this Section 2.1(b) referred to as the
"Excess Options"). To the extent that the number of Options issued to an
Independent Director is reduced in any year as a result of the application of
these limitations, the Excess Options shall be issued to the Independent
Director in any subsequent year in which issuance of such Excess Options, after
taking into account the Options to be issued to the Independent Directors in
such subsequent year under Section 2.1(a), would not violate the limitations
imposed by this Section 2.1(b). To the extent that the issuance of an Excess
Option is delayed until a subsequent year under this Section 2.1, the Excess
Option shall be treated for all purposes under this Plan as having been issued
in such subsequent year.


         2.2 STOCK OPTION CERTIFICATES. The award of an Option shall be
evidenced by a certificate executed by an officer of the Company.

         2.3 OPTION PRICE. The purchase price of a Share (the "Option Price")
under each Initial Option granted shall be $12.00 per Share, and the Option
Price under each Subsequent Option granted shall be the greater of (i) $12.00
per Share, or (ii) the Fair Market Value (as defined in Section 3.5) of a Share
on the last business day preceding the date of any Annual Meeting.

         2.4 EXERCISE AND TERM OF OPTIONS. (a) Options may be exercised by the
delivery of written notice of exercise and payment of the aggregate Option Price
for the Shares to be purchased to the Secretary of the Company. The Option Price
may be paid in cash (including check, bank draft or money order) or, unless in
the opinion of counsel to the Company doing so may result in a possible
violation of law, by delivery of Shares already owned by the Independent
Director, valued at Fair Market Value on the date of the exercise. As soon as
practicable after receipt of each notice and full payment, the Company shall
deliver to the Independent Director a certificate or certificates representing
the purchased Shares. An Independent Director shall have none of the rights of a
shareholder until a certificate or certificates for Shares underlying the
Option(s) exercised are issued and no adjustment will be made for dividends or
other rights for which the record date is prior to the date such certificate or
certificates are issued.

         (b) Each certificate for Shares issued upon exercise of an Option,
unless at the time of exercise such Shares are registered with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), shall bear the following legend:

         "NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SHARES SHALL
BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
THAT REGISTRATION IS NOT REQUIRED."

         Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of such counsel as shall be reasonably approved by the Company, the
securities represented thereby no longer need be subject to such restrictions.



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         Each certificate for Shares issued upon exercise of an Option shall
also bear any legends required by the Company's Articles of Incorporation and
the transferability of the certificate and the Shares represented thereby shall
be subject to the restrictions contained in the Company's Articles of
Incorporation.

         (c) Options granted hereunder shall lapse on the first to occur of (i)
the fifth (5th) anniversary of the date of grant, (ii) the removal for cause of
the Independent Director as a Director of the Company, or (iii) three (3) months
following the date the Independent Director ceases to be a Director of the
Company for any reason, except death or disability, as provided below. In the
event such Option or Options have not lapsed prior thereto due to occurrence of
one of the foregoing events, an Independent Director's Initial Option shall
(subject to Section 3.1) become exercisable as follows: (i) 20% of the shares on
the date of grant, (ii) an additional 20% of the shares on each anniversary
following the date of grant for a period of four (4) years until 100% of the
shares become exercisable. In the event such Options have not lapsed prior
thereto, an Independent Director's Subsequent Options shall (subject to Section
3.1) become fully exercisable on the second (2nd) anniversary of the date on
which each such Subsequent Option was granted. Options shall continue to be
exercisable until the first to occur of (i) the tenth (10th) anniversary of the
date of grant, (ii) the removal for cause of the Independent Director as a
Director of the Company, or (iii) three (3) months following the date the
Independent Director ceases to be a Director of the Company for any reason,
except death or disability. Notwithstanding the foregoing, Options granted under
this Plan shall continue to be exercisable in the case of death or disability
for a period of one (1) year after death or the disabling event, provided that
the death or disabling event occurs while the person is an Independent Director
and prior to his or her removal for cause, resignation or ceasing to be a
Director of the Company for any other reason and the Option is otherwise
exercisable on the date of the death or disabling event; provided, however, if
the Option is exercised within the first six (6) months after it becomes
exercisable, any Shares issued pursuant to such exercise may not be sold until
the six (6) month anniversary of the date the Option became exercisable. An
Independent Director is removed "for cause" for gross negligence or willful
misconduct in the execution of his duties; or for conviction of, or entry of a
plea of guilty or nolo contendere to, any felony or any act of fraud,
embezzlement, misappropriation, or a crime involving moral turpitude.


         (d) Notwithstanding any other terms or provisions herein to the
contrary, no Option may be exercised if, in the opinion of the Company's
counsel, such exercise would jeopardize the Company's status as a real estate
investment trust under the Code or result in a violation of any of the stock
ownership and transfer restrictions imposed under the Articles of Incorporation.


                                   ARTICLE III
                                  MISCELLANEOUS

         3.1 NON-TRANSFERABILITY. No Option awarded under the Plan shall be
transferable by the Independent Director otherwise than by will or, if the
Independent Director dies intestate, by the laws of descent and distribution.
All Options exercised during the Independent Director's lifetime shall be
exercised only by the Independent Director or his legal representative. Any
transfer contrary to this Section 3.1 will nullify the Option. Notwithstanding
any other provisions of this Plan, Options granted under this Plan shall
continue to be exercisable in the case of death or disability for a period of
one (1) year after death or the disabling event, provided that the death or
disabling event occurs while the person is an Independent Director and prior to
his or her removal for cause, resignation or ceasing to be an Independent
Director for any other reason and the Option is exercisable on the date of the
Independent Director's death or disabling event; provided, however if the Option
is exercised within the first six (6) months after it becomes exercisable, any
Shares issued on such exercise may not be sold until the six (6) month
anniversary of the date of the grant of the Option.

         3.2 ADJUSTMENT UPON CERTAIN CHANGES. (a) If the Company's outstanding
Shares are (i) increased, decreased, or (ii) changed into, or exchanged for, a
different number or kind of shares or securities of the Company, through a
reorganization or merger in which the Company is the surviving entity, or
through a combination, recapitalization, reclassification, stock split, stock
dividend, stock consolidation or otherwise,




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 an appropriate adjustment shall be made in the number and kind of Shares that
may be issued pursuant to an Option and in the minimum number of Shares that
must be issued and outstanding prior to the issuance of the Initial Options
pursuant to Section 2.1(a)(iii). A corresponding adjustment to the consideration
payable with respect to all Options granted prior to any such change shall also
be made.

         (b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon sale of all or substantially all of the Company's property, the Plan
shall terminate, and any outstanding Options shall terminate and be forfeited.
However, holders of Options may exercise any Options that are otherwise
exercisable immediately prior to the dissolution, liquidation, consolidation or
merger.

         Notwithstanding the foregoing, the Board of Directors may provide in
writing in connection with, or in contemplation of, any such transaction for any
or all of the following alternatives (separately or in combinations): (i) for
the assumption by the successor corporation of the Options theretofore granted
or the substitution by such corporation for such Options of awards covering the
stock of the successor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices; (ii) for
the continuance of the Plan by such successor corporation in which event the
Plan and the Options shall continue in the manner and under the terms so
provided; or (iii) for the payment in cash or Shares in lieu of and in complete
satisfaction of such Options.


         3.3 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board of
Directors may suspend or terminate the Plan or any portion thereof at any time
and may amend it from time to time in such respects as the Board of Directors
may deem advisable in order that any Options thereunder shall conform to or
otherwise reflect any change in applicable laws or regulations, or to permit the
Company or the Independent Directors to enjoy the benefits of any change in
applicable laws or regulations, or in any other respect the Board of Directors
may deem to be in the best interests of the Company; provided, however,
stockholder approval (to the extent required by law, or any agreement or the
rules of any stock exchange upon which the Shares may be listed or of any
national market system on which Shares may be traded) shall be obtained for any
amendment to the Plan which (a) materially increase the number of Shares which
may be issued under the Plan (except for adjustments made pursuant to Section
3.2); (b) materially modify the requirements as to eligibility for participation
in the Plan; (c) materially increase the benefits accruing to Independent
Directors under the Plan; or (d) extend the termination date of the Plan. No
such amendment, suspension or termination shall: (x) impair the rights of
Independent Directors affected thereby; (y) make any change that would
disqualify the Plan, or any other plan of the Company intended to be so
qualified, from the exemption provided by Rule 16b-3; or (z) jeopardize the
status of the Company as a real estate investment trust under the Code.


         3.4 TAX WITHHOLDING. (a) The Company shall have the power to withhold,
or require an Independent Director to remit to the Company, an amount sufficient
to satisfy any withholding or other tax due from the Company with respect to any
amount payable and/or Shares issuable under the Plan, and the Company may defer
such payment or issuance unless indemnified to its satisfaction.

         (b) Subject to the consent of the Board of Directors of the Company,
due to the exercise of an Option, an Independent Director may make an
irrevocable election (an "Election") to: (a) have Shares otherwise issuable
hereunder withheld; or (b) tender back to the Company Shares received; or (c)
deliver back to the Company previously acquired Shares of the Company having a
Fair Market Value sufficient to satisfy all or part of the Independent
Director's estimated tax obligations associated with the transaction. Such
Election must be made by an Independent Director prior to the date on which the
relevant tax obligation arises. The Board of Directors of the Company may
disapprove of any Election, may suspend or terminate the right to make
Elections, or may provide with respect to any Option under this Plan that the
right to make Elections shall not apply to such Option.





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         3.5 DEFINITION OF FAIR MARKET VALUE. "Fair Market Value" on any date
shall mean the average of the Closing Price (as defined below) per Share for the
five (5) consecutive Trading Days (as defined below) ending on such date. The
"Closing Price" on any date shall mean the last sale price, regular way (as
defined below), or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the principal national securities exchange on
which the Shares are listed or admitted to trading or, if the Shares are not
listed or admitted to trading on any national securities exchange, the last
quoted price, or if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by The NASDAQ Stock Market,
Inc. ("NASDAQ") or, if NASDAQ is no longer in use, the principal automated
quotation system that may then be in use or, if the Shares are not quoted by any
such organization, the average of the closing bid and asked prices as selected
by the Board or, if there is no professional market-maker authorized to make a
market in the Shares, the average of the last ten (10) sales pursuant to the IPO
if the IPO has not concluded, or, if the IPO has concluded, the average of the
last ten (10) purchases by the Company pursuant to its Share Repurchase Program
("SRP"), then the average of such lesser number of purchases, or, if the SRP is
not then in existence, the price at which the Company is then offering Shares to
the public if the Company is then engaged in a public offering of Shares, or if
the Company is not then offering Shares to the public, the price per share at
which a Stockholder may purchase Shares pursuant to the Company's Distribution
Reinvestment Program (the "DRP") if such DRP is then in existence, or if the DRP
is not then in existence, the fair market value of a Share as determined by the
Company, in its sole discretion. "Trading Day" shall mean a day on which the
principal national securities exchange or national automated quotation system on
which the Shares are listed or admitted to trading is open for the transaction
of business or, if the Shares are not listed or admitted to trading on any
national securities exchange or national automated quotation system, shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of Delaware are authorized or obligated by law or executive order
to close.

         The term "regular way" means a trade that is effected in a recognized
securities market for clearance and settlement pursuant to the rules and
procedures of the National Securities Clearing Corporation, as opposed to a
trade effected "ex-clearing" for same day or next day settlement.

         3.6 PLAN NOT EXCLUSIVE. The adoption of the Plan shall not preclude the
adoption by appropriate means of any other stock option or other incentive plan
for Independent Directors or other Directors of the Company.

         3.7 LISTING, REGISTRATION AND LEGAL COMPLIANCE. Each Option shall be
subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification thereof or of any
Shares or other property subject thereto upon any securities exchange or under
any foreign, federal or state securities or other law or regulation, or the
consent or approval of any governmental body or the taking of any other action
to comply with or otherwise, with respect to any such law or regulation, is
necessary or desirable as a condition to or in connection with the award of such
Option or the issue, delivery or purchase of Shares or other property
thereunder, no such Option may be exercised unless such listing, registration,
qualification, consent, approval or other action shall have been effected or
obtained free of any conditions not acceptable to the Company, and the holder of
the award will supply the Company with such certificates, representations and
information as the Company shall request and shall otherwise cooperate with the
Company in effecting or obtaining such listing, registration, qualification,
consent, approval or other action. The Company may at any time impose any
limitations upon the exercise, delivery or payment of any Option which, in the
opinion of the Board of Directors of the Company, are necessary or desirable in
order to cause the Plan or any other plan of the Company to comply with Rule
16b-3. If the Company, as part of an offering of securities or otherwise, finds
it desirable because of foreign, federal or state legal or regulatory
requirements to reduce the period during which Options may be exercised, the
Board of Directors of the Company may, without the holders' consent, so reduce
such period on not less than 15 days written notice to the holders thereof.

         3.8 RIGHTS OF INDEPENDENT DIRECTORS. Nothing in the Plan shall confer
upon any Independent Director any right to serve as an Independent Director for
any period of time or to continue serving at his present or any other rate of
compensation.



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         3.9 NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Independent Director to exercise such Option.

         3.10 REQUIREMENTS OF LAW; GOVERNING LAW. The granting of Options under
this Plan shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required. The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Delaware. The
provisions of this Plan shall be interpreted so as to comply with the conditions
or requirements of Rule 16b-3, unless a contrary interpretation of any such
provision is otherwise required by applicable law.

         IN WITNESS WHEREOF, this Independent Director Stock Option Plan was
adopted by the Board of Directors of the Company and approved by the sole
shareholder of the Company effective as of April____, 2004.





By:
     -----------------------

Name: Dennis P. Sweenor

Title: President




By:
     -------------------------

Name: William T. Frattalone

Title: Executive Vice-President





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