EXHIBIT 10.5


                         2005 EMPLOYEE STOCK OPTION PLAN
                                       OF
                         FIDELITY DIVIDEND CAPITAL INC.



         FIDELITY DIVIDEND CAPITAL INC., a Maryland corporation (the "Company"),
adopted this 2005 Employee Stock Option Plan (the "Plan") effective _____ 15,
2005, for the benefit of the eligible employees of the Company, Fidelity
Dividend Capital Advisors LLC, a Delaware limited liability Company (the
"Advisor"), and Fidelity Dividend Capital Property Management LLC, a Delaware
limited liability company (the "Manager").

         The purpose of this Plan is to enable the Company, the Advisor and the
Manager to obtain and retain the services of Employees considered essential to
the long range success of the Company, by offering Employees an opportunity to
participate in the Company's growth through the ownership of stock in the
Company.

                                    ARTICLE I
                                   DEFINITIONS

         Wherever the following terms are used in this Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise.

         "ADVISOR" shall mean Fidelity Dividend Capital Advisors LLC, a Delaware
limited liability company.

         "AFFILIATE" or "Affiliated" means, as to any individual, corporation,
partnership, trust, limited liability company or other legal entity (i) any
person or entity directly or indirectly through one or more intermediaries
controlling, controlled by or under common control with another person or
entity; (ii) any person or entity directly or indirectly owning, controlling, or
holding with power to vote ten percent (10%) or more of the outstanding voting
securities of another person or entity; (iii) any officer, director, general
partner or trustee of such person or entity; (iv) any person ten percent (10%)
or more whose outstanding voting securities are directly or indirectly owned,
controlled or held, with power to vote, by such other person; and (v) if such
other person or entity is an officer, director, general partner or trustee of a
person or entity, the person or entity for which such person or entity acts in
any such capacity.

         "BOARD" shall mean the Board of Directors of the Company.

         "CAUSE," unless otherwise defined in an Employee's employment
agreement, shall mean (i) gross negligence or willful misconduct, (ii) an
uncured breach of any of the Employee's material duties under his or her
employment agreement, (iii) fraud or other conduct against the material best
interests of his or her Employer or the Company, or (iv) a conviction of a
felony, if such conviction has a material adverse effect on his or her Employer.
If "Cause" is otherwise defined in an Employee's employment agreement, the
definition in the employment agreement shall be effective for purposes of the
Plan with respect to the Employee in question.

         "CHANGE IN CONTROL" shall mean a change in ownership or control of the
Company effected through either of the following transactions:

         (a) any person or related group of persons (other than the Company or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities pursuant to a tender or exchange
offer made directly to the Company's stockholders which the Board does not
recommend that such stockholders accept; or





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         (b) a change in the composition of the Board over a period of 36
consecutive months (or less) such that a majority of the Board members (rounded
up to the nearest whole number) ceases, by reason of one or more proxy contests
for the election of Board members, to be comprised of individuals who either (i)
have been Board members continuously since the beginning of such period or (ii)
have been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (i) who were
still in office at the time such election or nomination was approved by the
Board.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" shall mean, with respect to the Company, the Compensation
Committee of the Board, or another committee or subcommittee of the Board,
appointed as provided in Section 6.1.

         "COMMON STOCK" shall mean the common stock of the Company, par value
$0.001 per share, issued or authorized to be issued in the future, but excluding
any preferred stock and any warrants, options or other rights to purchase Common
Stock.

         "COMPANY" shall mean Fidelity Dividend Capital Inc., a Maryland
corporation.

         "CORPORATE TRANSACTION" shall mean any of the following
stockholder-approved transactions to which the Company is or becomes a party:

         (a) a merger or consolidation in which the Company is not the surviving
entity, except for any transaction the principal purpose of which is to (i)
change the State in which the Company is incorporated, (ii) form a holding
company, or (iii) effect a similar reorganization as to form pursuant to which
this Plan and all Options are assumed by the successor entity;

         (b) the sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company in complete liquidation or
dissolution of the Company in a transaction not covered by the exceptions to
clause (a) above; or

         (c) any reverse merger in which the Company is the surviving entity but
in which securities constituting more than fifty percent (50%) of the total
combined voting power of the Company's outstanding securities are transferred or
issued to a person or persons other than those who held the Company's securities
immediately prior to such merger.

         "EMPLOYEE" shall mean any employee of the Company, the Advisor or the
Manager who is not a director of the Company.

         "EMPLOYER" shall mean either the Advisor or the Manager as the context
may require.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "FAIR MARKET VALUE" on any date shall mean the average of the Closing
Price (as defined below) per Share for the five 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 furnished by a professional market-maker
authorized to make a market in the Shares selected by the Board or, if there is
no professional market maker making a market in the Shares, the average of the
last ten purchases by the Company pursuant to its




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Share Redemption Program ("SRP"), or if less than ten purchases have been made
pursuant to the 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 Board, 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.

         "INDEPENDENT DIRECTOR" shall mean a member of the Board who is not, and
within the last two years has not been, directly or indirectly, associated with
the Advisor or the Manager or any of their Affiliates by virtue of (i) ownership
of an interest in the Advisor or the Manager or any of their Affiliates, (ii)
employment by the Advisor or the Manager or any of their Affiliates, (iii)
service as an officer or director of the Advisor or the Manager or any of their
Affiliates, (iv) performance of services, other than as a director, for the
Company, (v) service as a director or trustee of more than three real estate
investment trusts advised by the Advisor or its Affiliates, or (vi) maintenance
of a material business or professional relationship with the Advisor or the
Manager or any of their Affiliates. An indirect relationship shall include
circumstances in which a director's spouse, parents, children, siblings, mother-
or father-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or
has been associated with the Advisors or the Manager or any of their Affiliates.
A business or a professional relationship is considered material if gross income
derived by the director from the Advisor or the Manager or Affiliates thereof
exceeds five percent (5%) of either the director's annual gross income during
either of the last two years or the director's net worth determined on a fair
market value basis.

         "LISTING" shall mean the listing of the Shares for trading on a
nationally recognized securities exchange or quotation of the Shares on NASDAQ
or an over- the-counter bulletin board.

         "MANAGER" shall mean Fidelity Dividend Capital Property Management LLC,
a Delaware limited liability company.

         "NON-QUALIFIED STOCK OPTION" shall mean an Option, which is not
considered an Incentive Stock Option under the Code. All Options granted under
this Plan shall constitute Non-Qualified Stock Options.

         "OPTION" shall mean a stock option granted under Article III of this
Plan.

         "OPTIONEE" shall mean an Employee who is granted an Option under this
Plan.

         "PLAN" shall mean this 2004 Employee Stock Option Plan of Fidelity
Dividend Capital Inc.

         "SHARES" shall mean shares of Common Stock issuable upon exercise of
Options under this Plan.

         "TERMINATION OF EMPLOYMENT" shall mean the time when the
employee-employer relationship between an Optionee and his or her Employer is
terminated for any reason, with or without Cause, including, but not by way of
limitation, a termination by resignation, discharge, death, disability or
retirement; but excluding (i) termination where there is a simultaneous
reemployment or continuing employment of an Optionee by the Company, the Manager
or the Advisor, (ii) at the discretion of the Committee, terminations which
result in a temporary severance of the employee-employer relationship, and (iii)
at the discretion of the Committee, terminations which are followed by the
simultaneous establishment of a consulting relationship with the former Employee
by the Company, the Manager or the Advisor. The Committee, in its absolute




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discretion, shall determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge for Cause, and
all questions or whether a particular leave of absence constitutes a Termination
of Employment. Notwithstanding any other provision of this Plan, the Manager and
the Advisor have an absolute and unrestricted right to terminate an Employee's
employment at any time for any reason whatsoever, with or without Cause, except
to the extent expressly provided otherwise in writing.


                                   ARTICLE II
                             SHARES SUBJECT TO PLAN

         2.1 SHARES SUBJECT TO PLAN. The aggregate number of Shares which may be
issued upon exercise of Options under this Plan shall not exceed Seven Hundred
Fifty Thousand (750,000). The Shares issuable upon exercise of Options may be
either previously authorized but un-issued shares or treasury shares.

         2.2 EXPIRED OPTIONS AND OTHER RIGHTS. If any Option expires or is
canceled without having been fully exercised, the number of Shares as to which
such Option was not exercised prior to its expiration or cancellation may again
be optioned, granted or awarded hereunder, subject to the limitations of Section
2.1. Furthermore, any Shares subject to Options which are adjusted pursuant to
Section 7.3 and become exercisable with respect to shares of stock of another
corporation shall be considered canceled and may again be optioned, granted or
awarded hereunder, subject to the limitations of Section 2.1. Shares which are
delivered by the Optionee or Shares withheld by the Company upon the exercise of
any Option under this Plan in payment of the exercise price thereof may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
2.1.


                                   ARTICLE III
                               GRANTING OF OPTIONS

         3.1 ELIGIBILITY. Any Employee selected by the Committee pursuant to
Section 3.2(a)(i) shall be eligible to receive an Option.

         3.2 GRANTING OF OPTIONS.

         (a) The Committee, upon recommendation and consultation with Employer,
shall from time to time, in its absolute discretion, and subject to applicable
limitations of this Plan:

                  (i) determine which Employees should be granted Options;

                  (ii) determine the number of Shares to be subject to such
Options; and

                  (iii) determine the terms and conditions of such Options,
consistent with this Plan.

         (b) Upon the selection of an Employee to be granted an Option, the
Committee shall instruct the Secretary of the Company to issue the Option and
may impose such conditions on the grant of the Option as it deems appropriate.


         (c) Notwithstanding this Section 3.1(a) and (b), no Option shall be
granted to any Employee to the extent that the grant of such Option could impair
the Company's status as a real estate investment trust within the meaning of the
Code of result in a violation of any of the stock ownership and transfer
restrictions imposed under the Company's Articles of Incorporation.








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                                   ARTICLE IV
                                TERMS OF OPTIONS

         4.1 OPTION AGREEMENT. Each Option shall be evidenced by a written Stock
Option Agreement, which shall be executed by the Optionee and an authorized
officer of the Company and which shall contain such terms and conditions as the
Committee shall determine consistent with this Plan.

         4.2 EXERCISE PRICE. The exercise price per share of the shares subject
to each Option shall be set by the Committee; provided, however, that such
exercise price shall not be less than the greater of (i) $11.00 per share, or
(ii) the Fair Market Value of a Share on the date the Option is granted.
Notwithstanding any other provision of this Plan to the contrary, the Committee
shall not have the authority to amend the terms of any outstanding Option to
reduce its exercise price.

         4.3 OPTION TERM. The term of an Option shall be set by the Committee in
its discretion; provided, however, that no Option shall be granted with a term
of more than five years from the later of (i) the date of Listing, or (ii) the
date the Option is granted. The Committee may extend the term of any outstanding
Option in connection with any Termination of Employment of the Optionee, or
amend any other term or condition of such Option relating to such a termination.

         4.4 OPTION VESTING.

         (a) The period during which the right to exercise an Option in whole or
in part vests in the Optionee shall be set by the Committee and the Committee
may determine that an Option may not be exercised in whole or in part for a
specified period after it is granted; provided, however, that, unless the
Committee otherwise provides in the terms of the Stock Option Agreement or
otherwise, no Option shall be exercisable by any Optionee who is then subject to
Section 16 of the Exchange Act within the period ending six months and one day
after the date the Option is granted. At any time after an Option is granted
under this Plan, subject to whatever terms and conditions it selects, including,
without limitation, a Change in Control, the Committee may accelerate the period
during which an Option vests in the Optionee.

         (b) No portion of an Option which is un-exercisable at Termination of
Employment shall thereafter become exercisable, except as may be otherwise
provided by the Committee in any Stock Option Agreement or by action of the
Committee following the grant of the Option.

         4.5 CONSIDERATION. In consideration of the granting of an Option, the
Optionee shall agree, in the written Stock Option Agreement, to remain in the
employ of his or her Employer for a period of at least one year (or such shorter
period as may be fixed in the Stock Option Agreement or by action of the
Committee following grant of the Option) after the Option is granted. Nothing in
this Plan or in any Stock Option Agreement hereunder shall (i) confer upon any
Optionee any right to (a) continue in the employ of his or her Employer, or (b)
receive any severance pay from his or her Employer, or (ii) interfere with or
restrict in any way the rights of his or her Employer, which are hereby
expressly reserved, to discharge any Optionee at any time for any reason
whatsoever, with or without Cause.


                                    ARTICLE V
                               EXERCISE OF OPTIONS

         5.1 PARTIAL EXERCISE. An Option may be exercised in whole or in part;
however, an Option shall not be exercisable with respect to fractional Shares
and the Committee may require that, by the terms of the Stock Option Agreement,
a partial exercise be allowed only with respect to a minimum number of Shares.

         5.2 MANNER OF EXERCISE. All or a portion of an Option shall be deemed
exercised upon delivery of all of the following to the Secretary of the Company
(or such other officer as identified in the applicable Stock Option Agreement)
with a copy of such documents delivered concurrently to the Secretary of the
Optionee's Employer:




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         (a) a written notice complying with the applicable rules established by
the Committee stating that the Option, or a portion thereof, is exercised, and
such notice shall be signed by the Optionee or other person then entitled to
exercise the Option or such portion of the Option;

         (b) such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal or state securities laws or regulations; provided, the Committee may, in
its absolute discretion, also take whatever additional actions it deems
appropriate to effect such compliance including, without limitation, placing
legends on share certificates and issuing stop-transfer notices to agents and
registrars;

         (c) in the event that the Option shall be exercised by any person or
persons other than the Optionee, as determined pursuant to Section 7.1,
appropriate proof of the right of such person or persons to exercise the Option;
and

         (d) full cash payment for the Shares with respect to which the Option,
or portion thereof, is exercised to the Secretary of the Company; provided,
however, that the Committee may, in its absolute discretion, allow a delay in
payment up to 30 days from the date the Option, or portion thereof, is
exercised.


          5.3 ISSUANCE OF SHARES TO AN OPTIONEE. As soon as practicable after
receipt by the Company, pursuant to Section 5.2(d), of payment for the Shares
with respect to which an Option, or portion thereof, is exercised by an
Optionee, the Company shall issue to the Optionee the number of Shares equal to
the amount of payment made by the Optionee to the Company pursuant to Section
5.2(d), divided by the exercise price per share of the Shares subject to the
Option, as determined pursuant to Section 4.2.

         5.4 CONDITIONS TO ISSUANCE OF SHARES. The Company shall not be required
to issue or deliver any Shares purchased upon the exercise of any Option, or
portion thereof, prior to fulfillment of all of the following conditions:

         (a) the registration of such Shares for Listing on all stock exchanges
on which the Shares are then listed;

         (b) the completion of any registration or other qualification of such
Shares under any state or federal law, or under the rulings of regulations of
the Securities and Exchange Commission or any other governmental regulatory body
which the Committee or Board shall, in its absolute discretion, deem necessary
or advisable;

        (c) the obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable;

         (d) the lapse of such reasonable period of time following the exercise
of the Option as the Committee may establish from time to time for reasons of
administrative convenience; and

         (e) the receipt by the Company of full payment of the exercise price
for such Shares, plus payment of any applicable withholding tax that may be
necessary or required to be withheld by the Company.

         5.5 RIGHTS AS STOCKHOLDERS. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any Shares purchasable upon the exercise of any part of an Option unless and
until such Shares have been issued by the Company to such holders.


         5.6 OWNERSHIP AND TRANSFER RESTRICTIONS. The Committee, in its absolute
discretion, may impose such restrictions on the ownership and transferability of
the Shares purchasable upon the exercise of an Option as it deems appropriate
provided that no such restriction will be imposed that causes the Shares not to
be




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transferable within the meaning of section 856 of the Code. Any such
restriction shall be set forth in the respective Stock Option Agreement and may
be referred to on the certificates, if any, evidencing such Shares.

         5.7 LIMITATIONS ON EXERCISE OF OPTIONS GRANTED TO AN OPTIONEE. The
Committee, in its absolute discretion, may impose such limitations and
restrictions on the exercise of Options as it deems appropriate. Any such
limitation shall be set forth in the respective Stock Option Agreement.
Notwithstanding the foregoing, an Option is not exercisable if, in the sole and
absolute discretion of the Committee, the exercise of such Option could result
in any of the following:

         (a) the Optionee's or any other person's ownership of Shares being in
violation of any of the stock ownership and transfer restrictions imposed under
the Company's Articles of Incorporation; or

         (b) income to the Company or any other result that could impair the
Company's status as a real estate investment trust within the meaning of the
Code.


                                   ARTICLE VI
                                 ADMINISTRATION

         6.1 COMPENSATION COMMITTEE. The Compensation Committee (or another
committee or a subcommittee of the Board assuming the functions of the Committee
under this Plan) shall consist solely of two or more Directors appointed by and
holding office at the pleasure of the Board Appointment of Committee members
shall be effective upon acceptance of appointment. Committee members may resign
at any time by delivering written notice to the Board. Vacancies in the
Committee may be filled by the Board.

         6.2 DUTIES AND POWERS OF COMMITTEE. It shall be the duty of the
Committee to conduct the general administration of this Plan in accordance with
its provisions. The Committee shall have the power to interpret this Plan
consistent with any Stock Option Agreements, and to adopt such rules for the
administration, interpretation, and application of this Plan as are consistent
therewith and to interpret, amend or revoke any such rules. Any such grant or
award under this Plan need not be the same with respect to each Optionee. In its
absolute discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee under this Plan, except with
respect to matters which, under Rule 16b-3 or any regulations or rules issued
thereunder, are required to be determined in the sole discretion of the
Committee.

         6.3 MAJORITY RULE. UNANIMOUS WRITTEN CONSENT. The Committee shall act
by a majority of its members in attendance at a meeting at which a quorum is
present or by a memorandum or other written instrument signed by all members of
the Committee. A majority of the members of the Committee shall constitute a
quorum.

         6.4 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS. Members
of the Committee shall receive such compensation, if any, for their services as
members of the Committee as may be determined by the Board. All expenses and
liabilities which members of the Committee incur in connection with the
administration of this Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers, or other persons. The Committee, the Board, the Company and
the Company's officers shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee or the Board in good faith shall be final
and binding upon all Optionees, the Company and all other interested persons. No
members of the Committee or Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to this Plan and
all members of the Committee and the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.






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         6.5 DELEGATION OF AUTHORITY TO GRANT OPTIONS. The Committee may, but
need not, delegate from time to time to a subcommittee consisting of one or more
of the Committee's members authority to grant Options under this Plan to
eligible Employees; provided, however, that each such Employee must be an
individual other than an "officer," "director" or "beneficial owner of more than
ten per cent of any class of any equity security" of the Company within the
meaning of each such term as it is used under Section 16(b) of the Exchange Act.
Any delegation hereunder shall be subject to the restrictions and limits that
the Committee specifies at the time of such delegation of authority and may be
rescinded at any time by the Committee. At all times, any subcommittee appointed
under this Section 6.5 shall serve in such capacity at the pleasure of the
Committee.


                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

         7.1 NOT TRANSFERABLE. Options granted under this Plan may not be sold,
pledged, assigned, or transferred in any manner other than by will or applicable
laws of descent and distribution. No Option holder shall be liable for the
debts, contracts or engagements of the Optionee or his or her
successors-in-interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence.

         During the lifetime of the Optionee, only he or she may exercise an
Option (or any portion thereof) granted to him or her under the Plan. After the
death of the Optionee, any exercisable portion of the Option may, prior to the
time when such portion becomes unexercisable under the Plan or the applicable
Stock Option Agreement, be exercised by his or her personal representative or by
any person empowered to do so under the deceased Optionee's will or under the
then applicable laws of descent and distribution.


         7.2 AMENDMENT; SUSPENSION OR TERMINATION OF THIS PLAN. Except as
otherwise provided in this Section 7.2, this Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board or the Committee. However, without approval of the
Company's stockholders given within 12 months before or after the action by the
Board or the Committee, no action of the Board or the Committee may, except as
provided in Section 7.3, increase the limits imposed in Section 2.1 on the
maximum number of shares which may be issued under this Plan, and no action of
the Board or the Committee may be taken that would otherwise require stockholder
approval as a matter of applicable law, regulation or rule. No amendment,
suspension or termination of this Plan shall, without the consent of the holder
of Options, alter or impair any rights or obligations under any Options
theretofore granted or awarded, unless the Stock Option Agreement itself
otherwise expressly so provides and no amendment shall be made that could
jeopardize the status of the Company as a real estate investment trust under the
Code or modify or delete Section 3.1(c) or the last sentence of Section 5.7. No
Options may be granted or awarded during any period of suspension or after
termination of this Plan.


         7.3 CHANGES IN SHARES AND OTHER CORPORATE EVENTS.

         (a) Subject to Section 7.3(d), in the event that the Committee
determines that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company (including, but not limited to, a
Corporate Transaction), or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event, in
the Committee's sole discretion, affects the Shares such that an adjustment is
determined by the Committee to





                                      -8-
<PAGE>


be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect
to an Option, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of:

                   (i) the number and kind of Shares (or other securities or
property) with respect to which Options have been or may be granted under the
Plan (including, but not limited to, adjustments of the limitations in Section
2.1 on the maximum number and kind of Shares which may be issued);


             (ii) the number and kind of Shares (or other securities or
property) subject to outstanding Options; and

                  (iii) the exercise price with respect to any Option.

         (b) Subject to Section 7.3(d), in the event of any Corporate
Transaction or other transaction or event described in Section 7.3(a) or any
unusual or nonrecurring transactions or events affecting the Company, any
Affiliate of the Company, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, the Committee is hereby authorized to take any one or more of the
following actions whenever the Committee determines that such action is
appropriate or desirable:

                  (i) in its absolute discretion, and on such terms and
conditions as it deems appropriate, the Committee may provide, either by the
terms of an agreement entered into at, or by action taken prior to, the
occurrence of such transaction or event and, either automatically or upon the
Optionee's request, for the purchase of any such Option for an amount of cash
equal to the amount that could have been attained upon the exercise of such
Option had such Option been currently exercisable or payable or fully vested, or
the replacement of such Option with other rights or property selected by the
Committee in its sole discretion;

                  (ii) in its absolute discretion, the Committee may provide,
either by the terms of such Option or by action taken prior to the occurrence of
such transaction or event, that it cannot vest, be exercised or become payable
after such event;

                  (iii) in its absolute discretion, and on such terms and
conditions as it deems appropriate, the Committee may provide, either by the
terms of such Option or by action taken prior to the occurrence of such
transaction or event, that for a specified period of time prior to transaction
or event, such Option shall be exercisable as to all Shares covered thereby,
notwithstanding anything to the contrary in Section 4.4 or in the provisions of
such Option;

                  (iv) in its absolute discretion, and on such terms and
conditions as it deems appropriate, the Committee may provide, either by the
terms of such Option or by action taken prior to the occurrence of such
transaction or event, that upon such event, such Option be assumed by the
successor or survivor corporation, or a parent or subsidiary thereof, or shall
be substituted for by similar options covering the stock of the successor or
survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of Shares and prices which are the subject
of such Option; and

                  (v) in its absolute discretion, and on such terms and
conditions as it deems appropriate, the Committee may make adjustments in the
number and type of Shares (or other securities or property) subject to
outstanding Options, and/or in the terms and conditions of, and the criteria
included in, outstanding Options and Options which may be granted in the future.

          (c) Subject to Sections 7.3(d) and 7.8, the Committee may, in its
absolute discretion, include such further provisions and limitations in any
Option or Share as it may deem equitable and in the best interest of the
Company.






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         (d) With respect to Options, no adjustment or action described in this
Section 7.3 or in any other provision of the Plan shall be authorized to the
extent that such adjustment or action would result in short-swing profits
liability under Section 16 of the Exchange Act or violate the exemptive
conditions of Rule 16b-3 unless the Committee determines that the Option is not
to comply with such exemptive conditions. The number of Shares subject to any
Option shall always be rounded to the next whole number.


          7.4 APPROVAL OF PLAN BY STOCKHOLDERS. This Plan will be submitted for
the approval of the Company's stockholders within 12 months after the date of
the Board's initial adoption of this Plan. Options may be granted prior to such
stockholder approval, provided, that such Options shall not be exercisable prior
to the time when this Plan is approved by the stockholders and, provided
further, that, if such approval has not been obtained at the end of said 12
month period, all Options previously granted under this Plan shall thereupon be
cancelled and shall automatically become null and void.

         7.5 TAX WITHHOLDING. The Company shall be entitled to require payment
in cash or deduction from other compensation payable to each Optionee of any
sums required by federal, state or local tax law to be withheld with respect to
the issuance, vesting or exercise of any Option.

         7.6 LOANS. An Employer may, in its discretion, extend one or more loans
to Employees in connection with the exercise or receipt of an Option granted
under this Plan. The terms and conditions of any such loan shall be set by the
board of directors of the Employer.

         7.7 FORFEITURE PROVISIONS. Pursuant to its general authority to
determine the terms and conditions applicable to Options granted under the Plan,
the Committee shall have the right (to the extent consistent with the applicable
exemptive conditions of Rule 16b-3) to provide, in the terms of a Stock Option
Agreement, or by separate written instrument, that (i) any proceeds, gains or
other economic benefit actually or constructively received by an Optionee upon
the receipt or exercise of the Option, or upon the receipt or resale of any
Shares underlying such Option, must be paid to the Company, and (ii) the Option
shall terminate and any unexercised portion of such Option (whether or not
vested) shall be forfeited, if (a) a Termination of Employment occurs prior to a
specified date, or within a specified time period following receipt or exercise
of the Option, or (b) the Optionee, at any time, or during a specified time
period, engages in any activity in competition with his or her Employer or the
Company, or which is inimical, contrary or harmful to the interests of his or
her Employer or the Company, as may be further defined from time to time by the
Committee.

         7.8 LIMITATIONS APPLICABLE TO SECTION 16. Notwithstanding any other
provision of this Plan, this Plan, and any Option granted to any individual who
is then subject to Section 16 of the Exchange Act, shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section
16 of the Exchange Act (including any amendment to Rule 16b-3) that are
requirements for the application of such exemptive rule. To the extent permitted
by applicable law, the Plan shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

         7.9 EFFECT OF PLAN UPON OPTIONS AND COMPENSATION PLANS. The adoption of
this Plan shall not affect any other options or compensation or incentive plans
in effect for the Company. Nothing in this Plan shall be construed to limit the
right of the Company (i) to establish any other forms of incentives or
compensation for employees of the Company, the Manager or the Advisor, or (ii)
to grant or assume options or other rights or awards otherwise than under this
Plan in connection with any proper corporate purpose including, but not by way
of limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise of the
business, stock or assets of any corporation, partnership, limited liability
company, firm or association.

         7.10 SECTION 83(B) ELECTION PROHIBITED. No Optionee may make an
election under Section 83(b) of the Code with respect to any Option granted
under this Plan without the Company's consent.

         7.11 COMPLIANCE WITH LAWS. This Plan, the granting and vesting of
Options under this Plan, the issuance and delivery of Shares, and the payment of
money or other consideration allowable under Section




                                      -10-
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 5.2(d) of this Plan or under Options awarded hereunder are subject to
compliance with all applicable federal and state laws, rules and regulations
(including, but not limited to, state and federal securities laws and federal
margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Committee, the
Board or the Company, be necessary or advisable in connection therewith. Any
securities delivered under this Plan shall be subject to such restrictions, and
the person acquiring such securities shall, if requested by the Company, provide
such assurances and representations to the Company as the Committee, the Board
or the Company may deem necessary or desirable to assure compliance with all
applicable legal requirements. To the extent permitted by applicable law, the
Plan shall be deemed amended to the extent necessary to conform to such laws,
rules and regulations.

         7.12 TITLES. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Plan.

         7.13 GOVERNING LAW. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws provisions thereof.

         7.14 CONFLICTS WITH COMPANY'S ARTICLES OF INCORPORATION.
Notwithstanding any other provision of this Plan, no Optionee shall acquire or
have any right to acquire any Shares, and shall not have other rights under this
Plan, which are prohibited under the Company's Articles of Incorporation.

         IN WITNESS WHEREOF, this 2005 Employee Stock Option Plan was adopted by
the Board of directors of the Company and approved by the sole Shareholders of
the Company effective as of ______, 2005.




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

Name: Dennis P. Sweenor

Title: President



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

Name: William T. Frattalone

Title: Executive Vice-President







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