EXHIBIT 10.11



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                      1995 STOCK OPTION AND INCENTIVE PLAN

                                       OF

                    FRANCHISE FINANCE CORPORATION OF AMERICA
















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                                TABLE OF CONTENTS


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                                    ARTICLE I

                                   DEFINITIONS

Section 1.01.   General.....................................................  1
Section 1.02.   Gender and Number...........................................  3

                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

Section 2.01.   Shares Subject to Plan......................................  3
Section 2.02.   Unexercised Options and Other Rights........................  4
Section 2.03.   Effect of Certain Exercises.................................  4
Section 2.04.   Individual Limitation.......................................  4

                                   ARTICLE III

                               GRANTING OF OPTIONS

Section 3.01.   Eligibility.................................................  4
Section 3.02.   Disqualification for Stock Ownership........................  4
Section 3.03.   Qualification of Incentive Stock Options....................  4
Section 3.04.   Granting of Options.........................................  4
Section 3.05.   Non-Employee Directors......................................  5

                                   ARTICLE IV

                                TERMS OF OPTIONS

Section 4.01.   Option Agreement............................................  6
Section 4.02.   Option Price................................................  6
Section 4.03.   Option Term.................................................  6
Section 4.04.   Option Vesting..............................................  6
Section 4.05.   Exercise of Option After Termination of Employment..........  7
Section 4.06.   Consideration...............................................  7

                                    ARTICLE V

                               EXERCISE OF OPTIONS

Section 5.01.   Partial Exercise............................................  8
Section 5.02.   Manner of Exercise..........................................  8
Section 5.03.   Transfer of Shares to an Employee...........................  8
Section 5.04.   Certain Timing Requirements.................................  8
Section 5.05.   Conditions to Issuance of Stock Certificates................  9
Section 5.06.   Rights as Stockholders......................................  9
Section 5.07.   Transfer Restrictions.......................................  9
Section 5.08.   Restrictions on Exercise of Option..........................  9

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                                   ARTICLE VI

                            AWARD OF RESTRICTED STOCK

Section 6.01.   Eligibility................................................. 10
Section 6.02.   Award of Restricted Stock................................... 10

                                   ARTICLE VII

                            TERMS OF RESTRICTED STOCK

Section 7.01.   Restricted Stock Agreement.................................. 10
Section 7.02.   Consideration to the Company................................ 10
Section 7.03.   Rights as Stockholders...................................... 10
Section 7.04.   Restrictions................................................ 11
Section 7.05.   Repurchase of Restricted Stock.............................. 11
Section 7.06.   Escrow...................................................... 11
Section 7.07.   Legend...................................................... 11

                                  ARTICLE VIII

                               PERFORMANCE AWARDS

Section 8.01.   Eligibility................................................. 11
Section 8.02.   Performance Awards.......................................... 11
Section 8.03.   Performance Award Agreement................................. 12
Section 8.04.   Term........................................................ 12
Section 8.05.   Exercise Upon Termination of Employment..................... 12
Section 8.06.   Payment on Exercise......................................... 12
Section 8.07.   Consideration............................................... 12

                                   ARTICLE IX

                                 ADMINISTRATION

Section 9.01.   Compensation Committee...................................... 12
Section 9.02.   Duties and Powers of Committee.............................. 12
Section 9.03.   Majority Rule............................................... 13
Section 9.04.   Compensation; Professional Assistance; Good Faith Actions... 13
Section 9.05.   No Liability................................................ 13
Section 9.06.   Indemnification............................................. 13

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01.  Not Transferable............................................ 13
Section 10.02.  Amendment, Suspension or Termination of this Plan........... 13

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Section 10.03.  Changes in Common Stock or Assets of the Company............ 14
Section 10.04.  Merger of the Company....................................... 14
Section 10.05.  Approval of Plan by Stockholders............................ 15
Section 10.06.  Tax Withholding............................................. 15
Section 10.07.  Loans....................................................... 15
Section 10.08.  Limitations Applicable to Section 16 Persons................ 15
Section 10.09.  Plan Designation and Status................................. 16
Section 10.10.  Release of Restrictions..................................... 16
Section 10.11.  Effect of Plan Upon Options and Compensation Plans.......... 16
Section 10.12.  Effect of Change of Subsidiary Status....................... 16
Section 10.13.  Compliance with Laws........................................ 17
Section 10.14.  Titles...................................................... 17
Section 10.15.  Governing Law............................................... 17
Section 10.16.  Severability................................................ 17

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                     1995 STOCK OPTION AND INCENTIVE PLAN OF
                    FRANCHISE FINANCE CORPORATION OF AMERICA


         Franchise Finance  Corporation of America, a Delaware  corporation (the
"Company"),  has adopted this 1995 Stock Option and Incentive  Plan of Franchise
Finance  Corporation of America (the "Plan"),  effective March 15, 1995, for the
benefit of its eligible Employees.

         The purposes of this Plan are as follows:

                  (a) To provide an  additional  incentive for key Employees and
         other  persons  associated  with the  Company  to further  the  growth,
         development  and  financial   success  of  the  Company  by  personally
         benefiting  through the  ownership of Company stock and/or rights which
         recognize such growth, development and financial success.

                  (b) To enable the Company to obtain and retain the services of
         key Employees and other persons  associated with the Company considered
         essential to the long-range  success of the Company by offering them an
         opportunity  to own  stock in the  Company  and/or  rights  which  will
         reflect the growth, development and financial success of the Company.

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01.  General.  Wherever the following  terms are used in this
Plan they shall have the meaning  specified  below,  unless the context  clearly
indicates otherwise.

         "Beneficiary"  shall mean the person or persons properly  designated by
the Optionee or Grantee,  including his spouse or heirs at law, to exercise such
Optionee's or Grantee's rights under this Plan in the event of the Optionee's or
Grantee's death, or if the optionee or Grantee has not designated such person or
persons,  or such person or persons shall all have  pre-deceased the Optionee or
Grantee,  the executor or administrator  of the Optionee's or Grantee's  estate.
Designation,  revocation  and  redesignation  of  Beneficiaries  must be made in
writing in  accordance  with rules  established  by the  Committee  and shall be
effective upon delivery to the Committee.

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

         "Bylaws" shall mean the Amended and Restated Bylaws of the Company,  as
amended from time to time.

         "Certificate of Incorporation" shall mean the Company's  Certificate of
Incorporation on file with the Delaware Secretary of State.

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

         "Committee"  shall  mean  the  Compensation  Committee  of  the  Board,
appointed as provided in Section 9.01 and the Bylaws of the Company.

         "Common  Stock" shall mean the common  stock of the Company,  par value
$.01 per share, as presently  constituted and any equity security of the Company
issued or  authorized  to be issued in the future,  but  excluding any warrants,
options  or other  rights to  purchase  Common  Stock,  and  provided  that debt
securities of the Company  convertible  into Common Stock shall be deemed equity
securities of the Company.

         "Company"  shall mean  Franchise  Finance  Corporation  of  America,  a
Delaware corporation.

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         "Company Subsidiary" shall mean any corporation in an unbroken chain of
corporations  beginning with the Company if each of the corporations  other than
the last corporation in the unbroken chain then owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other  corporations  in such  chain.  "Company  Subsidiary"  shall also mean any
partnership in which the Company and/or any Company Subsidiary owns more than 50
percent of the capital or profits interests.

         "Director" shall mean a member of the Board.

         "Employee"  shall mean any  officer,  director  or other  employee  (as
defined in accordance  with Section  3401(c) of the Code) of the Company,  or of
any Company  Subsidiary  and, to the extent  permitted  by  applicable  law, any
persons associated with the Company.

         "Expiration  Date" shall mean the last day of the term of the Option as
established in Section 4.03.

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

         "Fair Market Value" of a share of Common Stock as of a given date shall
be the average of the daily  market price for the ten (10)  consecutive  trading
days  immediately  preceding the valuation  date. The market price for each such
trading  day shall be: (i) if the shares of Common  Stock are listed or admitted
to trading on any securities exchange or the NASDAQ-National  Market System, the
closing price,  regular way, on such day, or if no such sale takes place on such
day,  the average of the closing bid and asked  prices on such day,  (ii) if the
shares of Common  Stock are not listed or admitted to trading on any  securities
exchange or the  NASDAQ-National  Market System, the last reported sale price on
such day or, if no sale takes place on such day,  the average of the closing bid
and  asked  prices on such day,  as  reported  by a  reliable  quotation  source
designated by the Company, or (iii) if the shares of Common Stock are not listed
or admitted to trading on any securities exchange or the NASDAQ-National  Market
System and no such last  reported sale price or closing bid and asked prices are
available,  the average of the  reported  high bid and low asked  prices on such
day, as reported by a reliable quotation source designated by the Company, or if
there shall be no bid and asked  prices on such day, the average of the high bid
and low asked prices,  as so reported,  on the most recent day (not more than 10
days prior to the date in  question)  for which  prices  have been so  reported;
provided that if there are no bid and asked prices  reported  during the 10 days
prior to the date in  question,  the Fair  Market  Value of the shares of Common
Stock shall be  determined  by the Company  acting in good faith on the basis of
such  quotations  and  other  information  as it  considers,  in its  reasonable
judgment, appropriate.

         "Grantee"  shall mean an Employee or other person  associated  with the
Company granted a Performance Award under this Plan.

         "Incentive  Stock  Option"  shall mean an option which  conforms to the
applicable  provisions  of Section 422 of the Code and which is designated as an
Incentive Stock Option by the Committee.

         "Non-Employee  Director" shall mean each person who is then a member of
the  Board  and  who is not  then  an  Employee  of  the  Company  or any of its
subsidiaries.

         "Non-Qualified  Stock  Option"  shall  mean an  Option  which is not an
Incentive Stock Option and which is designated as a  Non-Qualified  Stock Option
by the Committee.

         "Option"  shall mean a stock option  granted  pursuant to this Plan. An
option granted under this Plan shall, as determined by the Committee,  be either
a Non-Qualified Stock Option or an Incentive Stock Option.

         "Optionee" shall mean an Employee or person associated with the Company
and who is granted an Option under this Plan.

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         "Ownership  Limit" shall mean not more than 9.8% (in value or in number
of shares, whichever is more restrictive) of the outstanding Common Stock.

         "Participant"  shall mean a person who has  received  any type of award
under this Plan.

         "Performance  Award"  shall  mean a cash  bonus,  stock  bonus or other
performance or incentive  award that is paid in cash,  stock or a combination of
both.

         "Plan"  shall  mean  this  1995  Stock  Option  and  Incentive  Plan of
Franchise Finance Corporation of America.

         "Restricted  Stock" shall mean Common Stock awarded pursuant to Article
VII of this Plan.

         "Restricted  Stockholder"  shall mean an  Employee  to whom  Restricted
Stock has been awarded under this Plan.

         "Retainer  Fee" shall  mean a  director's  annual fee for  serving as a
director  of the  Company  and  does  not  include  compensation  for  attending
committee meetings or travel or other reimbursable expenses.

         "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act,
as such Rule may be amended in the future.

         "Termination   of   Employment"   shall   mean   the   time   when  the
employee-employer  relationship  between  the  Optionee,  Grantee or  Restricted
Stockholder  and the  Company  or a Company  Subsidiary  is  terminated  for any
reason,  including,  but not by way of limitation, a termination by resignation,
discharge,  death,  permanent and total disability or retirement;  but excluding
(i)  terminations  where  there is a  simultaneous  reemployment  or  continuing
employment of an Optionee, Grantee or Restricted Stockholder by the Company or a
Company  Subsidiary and (ii) at the  discretion of the  Committee,  terminations
which result in a temporary severance of the employee-employer relationship that
do not  exceed  one year.  The  Committee,  in its  absolute  discretion,  shall
determine the effect of all other 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 good cause,  and all
questions of whether  particular  leaves of absence  constitute  Terminations of
Employment;  provided, however, that, with respect to Incentive Stock Options, a
leave of absence  shall  constitute a Termination  of Employment  if, and to the
extent that,  such leave of absence  interrupts  employment  for the purposes of
Section  422(a)(2) of the Code and the then  applicable  regulations and revenue
rulings under said Section.  Notwithstanding  any other  provision of this Plan,
the Company or any Company  Subsidiary has 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.

         Section 1.02. Gender and Number.  Wherever the masculine gender is used
it shall  include the  feminine and neuter,  and wherever a singular  pronoun is
used  it  shall  include  the  plural,  unless  the  context  clearly  indicates
otherwise.

                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

         Section 2.01.  Shares  Subject to Plan.  The shares subject to Options,
Restricted  Stock Awards or Performance  Awards shall initially be shares of the
Company's Common Stock, par value $.01 per share, as presently constituted,  and
the  aggregate  number of such shares which may be issued upon  exercise of such
options or rights or upon any such  awards  shall not exceed  3,018,804  shares,
which  equals 7 1/2% of the Common  Stock  outstanding  on March 15,  1995.  The
shares  of  Common  Stock  issuable  upon  exercise  or  grant of an  Option  or
Performance  Award, or as Restricted Stock, may be either previously  authorized
but unissued shares or issued

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shares which have been repurchased by the Company.  If any equity  securities of
the Company, other than Common Stock, are issued or authorized to be issued, the
Committee shall determine, on a fair and equitable basis, the appropriate number
of shares of the Company's  present common stock to be deemed issued or issuable
with respect to such other equity securities for purposes of this Section 2.01.

         Section 2.02.  Unexercised  Options and Other Rights. If any Option, or
other  right to acquire  shares of Common  Stock  under any  Performance  Award,
expires or is  cancelled  without  having  been fully  exercised,  the number of
shares  subject to such  Option or other  right but as to which  such  Option or
other right was not exercised prior to its expiration or  cancellation  shall be
counted  against  the  maximum  number  of  shares  that  may be  awarded  to an
individual  Participant under the Plan under Section 2.04 hereof.  Any shares of
Restricted  Stock  repurchased by the Company pursuant to Section 7.05 may again
be utilized hereunder.

         Section 2.03. Effect of Certain Exercises. If a Performance Award based
on the increased market value of a specified number of shares of Common Stock is
paid,  the number of shares of Common  Stock to which such  exercise  or payment
relates under such Performance Award shall be charged against the maximum number
of shares of Common Stock that may be issued  under this Plan.  If any shares of
Common Stock issuable pursuant to any Option or other right to acquire shares of
Common  Stock  provided  for under this Plan are  surrendered  to the Company as
payment for the exercise  price of said Option or other right to acquire  shares
of  Common  Stock,  the  number  of  shares  of  Common  Stock  issuable  but so
surrendered  shall be charged  against  the  maximum  number of shares of Common
Stock that may be issued  under this Plan.  In the event the  Company  withholds
shares of Common Stock for tax  withholding  purposes  pursuant to Section 10.06
hereof, the number of shares that would have been issuable but that are withheld
pursuant to the provisions of Section 10.06 shall be charged against the maximum
number of shares of Common Stock that may be issued under this Plan.

         Section  2.04.  Individual  Limitation.  Notwithstanding  any provision
herein to the contrary,  the maximum  number of shares of Common Stock which may
be issued through a combination of any Option,  Performance  Award or Restricted
Stock to any  individual  Participant  for any plan year may not exceed  200,000
shares.

                                   ARTICLE III

                               GRANTING OF OPTIONS

         Section 3.01. Eligibility. Subject to the Ownership Limit, any Employee
or person associated with the Company and selected by the Committee  pursuant to
Section 3.04(a)(i) shall be eligible to be granted an Option.

         Section 3.02.  Disqualification  for Stock Ownership.  No person may be
granted an Incentive  Stock  Option under this Plan if such person,  at the time
the  Incentive  Stock  Option is granted,  owns stock  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company or any then existing  Company  Subsidiary  unless such  Incentive  Stock
Option conforms to the applicable provisions of Section 422 of the Code.

         Section 3.03.  Qualification  of Incentive Stock Options.  No Incentive
Stock Option shall be granted unless such Option, when granted,  qualifies as an
"incentive stock option" under Section 422 of the Code.

         Section 3.04.  Granting of Options.

                  (a) The  Committee  shall from time to time,  in its  absolute
         discretion:

                            (i) Determine which Employees or persons  associated
                  with the Company are key  Employees  and select from among the
                  key Employees or such persons (including  Employees or persons
                  to whom Options or  Performance  Awards have  previously  been
                  granted and/or shares of

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                  Restricted  Stock have previously been issued) such of them as
                  in its opinion should be granted Options;

                            (ii) Determine the number of shares to be subject to
                  such Options  granted to the  selected  key  Employees or such
                  persons;
                            (iii)  Determine  whether  such  Options  are  to be
                  Incentive Stock Options or Non-Qualified Stock Options; and

                            (iv)  Determine  the  terms and  conditions  of such
                  Options, consistent with this Plan.

                  (b) Upon the selection of a key Employee or persons associated
         with the Company 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.  Without
         limiting the generality of the preceding  sentence,  the Committee may,
         in its discretion and on such terms as it deems appropriate, require as
         a condition on the grant of an Option to an Employee  that the Employee
         surrender for  cancellation  some or all of the unexercised  Options or
         Performance  Awards or other rights which have been previously  granted
         to him under this Plan.  An Option,  the grant of which is  conditioned
         upon such  surrender,  may have an option  price lower (or higher) than
         the exercise price of such surrendered Option or Performance Award, may
         cover  the same (or a lesser  or  greater)  number  of  shares  as such
         surrendered  right, may contain such other terms as the Committee deems
         appropriate,  and shall be  exercisable  in accordance  with its terms,
         without regard to the number of shares,  price,  exercise period or any
         other term or condition of such surrendered  right.  Such  cancellation
         and regrant  options  shall be counted  against  the maximum  number of
         shares that may be awarded to an individual  Participant under the Plan
         pursuant to Section 2.04 hereof.

                  (c) Any Incentive  Stock Option granted under this Plan may be
         modified by the Committee to disqualify  such option from  treatment as
         an "incentive stock option" under Section 422 of the Code.

         Section 3.05. Non-Employee Directors.  Notwithstanding anything in this
Plan to the  contrary,  Non-Employee  Directors  may be granted  Options  only
pursuant to the provisions contained in this Section 3.05.

                  (a) On the third  business day following the Company's  Annual
         Meeting of  Shareholders  (the "Grant Date"),  a Non-Employee  Director
         shall  automatically,  without  further  action  by  the  Board  or the
         Committee,  be granted certain Non-Qualified Stock Options in an amount
         equal to 20% of the  dollar  amount of the  Retainer  Fee (the  "Option
         Percentage").
                            (i)  If  on  the  Grant  Date  the   Company  is  in
                  possession  of material,  undisclosed  information  that would
                  prevent  it from  issuing  securities,  then the  grant of the
                  Options will be suspended until the third day after the public
                  dissemination  of the  information  (or the first  trading day
                  thereafter). Only the legal counsel to the Company may suspend
                  the Grant  Date;  the  amount,  pricing and other terms of the
                  grant will remain as set forth in this Section 3.05,  with the
                  exercise price of the Option determined in accordance with the
                  formula on the date the Option is finally granted.

                  (b) The number of shares  underlying the  Non-Qualified  Stock
         Options granted to any eligible Non-Employee Director shall be equal to
         the whole number (with any fractional  interest  rounded up to the next
         highest whole number)  determined by dividing the Option  Percentage by
         the number resulting from the application of the  Black-Scholes  option
         pricing  model to an Option for one share of Common Stock as determined
         on the Grant Date, whichever is applicable.

                  In  applying  the  Black-Scholes   option  pricing  model  the
following variables shall apply:
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                            (i) the  risk  free  rate  of  return  shall  be the
                  long-term Treasury bill rate in effect on the Grant Date;

                            (ii)  the  assumed  dividend  rate  shall be that in
                  effect on the Grant Date;

                            (iii)  the  volatility  shall be  determined  on the
                  basis of the Common Stock's  volatility over the four calendar
                  quarters preceding the Grant Date; and

                            (iv) any other  variables as may be  established  by
                  the Committee.

                  (c) Only Non-Qualified  Stock Options may be granted under the
         Plan.  The price per share of the Common  Stock  subject to each Option
         granted  under the Plan shall not be less than 100% of the Fair  Market
         Value of the Common stock on the Grant Date.

                  (d) In addition to the  provisions  contained in Section 10.02
         of this Plan,  neither the Board nor the Committee may amend, more than
         once every six months,  the  provisions  of the Plan  regarding (i) the
         selection  of the  Non-Employee  Directors  to whom  Options  are to be
         granted,  (ii) the  timing of such  grants,  (iii) the number of shares
         subject to any Option,  (iv) the exercise price of any Option,  (v) the
         periods during which any Option may be exercised,  and (vi) the term of
         any Option, other than to comport with changes in the Code, as amended,
         the Employee  Retirement Income Security Act, as amended,  or the rules
         and  regulations  thereunder.  In  addition,  neither the Board nor the
         Committee may amend the Option  Percentage  without the advice of legal
         counsel to the Company.

                                   ARTICLE IV
                                TERMS OF OPTIONS

         Section  4.01.  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.  Stock
option  agreements  evidencing  Incentive Stock Options shall contain such terms
and conditions as may be necessary to meet the applicable  provisions of Section
422 of the Code.

         Section 4.02.  Option Price.  The price per share of the shares subject
to each Option shall be set by the Committee; provided, however, that such price
shall be no less than the par  value of a share of Common  Stock and in the case
of  Incentive  Stock  Options such price shall not be less than 100% of the Fair
Market  Value of a share of Common  Stock as of the date the Option is  granted;
provided  further,  that in the case of Incentive Stock Options such price shall
be no less than 110% of the Fair Market  Value of a share of Common  Stock as of
the date the Option is  granted  if such  Option is granted to a person who owns
ten  percent  (10%) or more of the issued and  outstanding  Common  Stock of the
Company as of such date.

         Section  4.03.  Option Term.  The term of an Option shall be set by the
Committee in its discretion; provided, however, that no such term shall exceed a
reasonable  time period,  and provided  further  that,  in the case of Incentive
Stock Options,  the term shall not be more than ten (10) years from the date the
Incentive Stock Option is granted.  The last day of the term of the Option shall
be the Option's Expiration Date.

         Section 4.04.  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 no Option  shall be  exercisable  by any Optionee who is
         then subject to Section 16 of the Exchange Act within the
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<PAGE>
         period  ending six months after the date the Option is granted.  At any
         time  after  grant  of an  Option,  the  Committee  may,  in  its  sole
         discretion  and subject to whatever  terms and  conditions  it selects,
         accelerate the period during which an Option vests.

                  (b)  No  portion  of  an  Option  which  is  unexercisable  at
         Termination  of  Employment   shall  thereafter   become   exercisable;
         provided,  however,  that  provision may be made that such Option shall
         become exercisable,  with the consent of the Committee, in the event of
         a Termination of Employment because of the Optionee's normal retirement
         or permanent and total  disability (each as determined by the Committee
         in accordance with Company policies), death or early retirement.

                  (c) To the extent  that the  aggregate  Fair  Market  Value of
         stock with  respect to which  "incentive  stock  options"  (within  the
         meaning  of  Section  422 of the Code,  but  without  regard to Section
         422(d) of the Code) are  exercisable  for the first time by an Optionee
         during any calendar year (under the Plan and all other  incentive stock
         option  plans  of  the  Company  or  any  Company  Subsidiary)  exceeds
         $100,000, such Options shall be treated as Non-Qualified Options to the
         extent  required by Section 422 of the Code.  The rule set forth in the
         preceding  sentence  shall be applied by taking Options into account in
         the order in which they were  granted.  For  purposes  of this  Section
         4.04(c),  the Fair Market Value of stock shall be  determined as of the
         time the Option, with respect to such stock, is granted.

         Section 4.05.  Exercise of Option After Termination of Employment.  For
those  Participants  who are Employees,  an Option is exercisable by an Optionee
only while he is an Employee. The preceding  notwithstanding,  the Committee may
determine  that  an  Option  may  be  exercised   subsequent  to  an  Optionee's
Termination of Employment, subject to the following limitations:

                  (a) If the Optionee dies while an Option is exercisable  under
         the terms of this Plan,  the Optionee's  Beneficiary  may exercise such
         rights,  to the extent  the  Optionee  could  have done so  immediately
         preceding  his death.  Any such Option must be exercised  within twelve
         (12) months after the  Optionee's  death,  and the Committee may in its
         discretion  extend the  Expiration  Date of such Option to  accommodate
         such exercise;  provided,  however, that the term of an Incentive Stock
         Option  may not be  extended  beyond  ten (10)  years  from the date of
         grant.

                  (b) If the  Optionee's  employment  is  terminated  due to his
         permanent and total  disability,  as defined in Section 22(e)(3) of the
         Code, the Optionee may exercise his Option,  to the extent  exercisable
         as of his  Termination of  Employment,  within twelve (12) months after
         termination, but no later than the Option's Expiration Date.

                  (c) If the Optionee's  employment is terminated for any reason
         other than those set forth in subsection (a) or (b) above, the Optionee
         may  exercise  his  Option,  to  the  extent   exercisable  as  of  his
         Termination of Employment, within three (3) months after Termination of
         Employment, but not later than the Option's Expiration Date.

         Section  4.06.  Consideration.  In  consideration  of the granting of a
Non-Qualified  Stock Option, the Optionee shall agree, in a written stock option
agreement,  to remain in the employ of, or  associated  with,  the  Company or a
Company  Subsidiary for a period of time to be determined by the Committee after
the  Non-Qualified  Stock  Option  is  granted  or upon  such  other  terms  and
conditions as deemed  appropriate  by the  Committee.  In  consideration  of the
granting of an Incentive  Stock Option,  the Optionee shall agree,  in a written
stock  option  agreement,  to remain in the  employ of the  Company or a Company
Subsidiary  for a period of time to be  determined  by the  Committee  after the
Incentive  Stock Option is granted,  upon those terms and  conditions  as deemed
appropriate by the Committee. If no period of time for employment by the Company
is set in such written stock option  agreement,  no time of employment  shall be
required.  Nothing in this Plan or in any stock option agreement hereunder shall
confer upon any  Optionee  any right to continue in the employ of the Company or
any Company Subsidiary.
                                        7
<PAGE>

                                    ARTICLE V

                               EXERCISE OF OPTIONS

         Section 5.01. Partial Exercise.  An exercisable 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
Option, a partial exercise be with respect to a minimum number of shares.

         Section 5.02.  Manner of Exercise.  All or a portion of an  exercisable
Option shall be deemed exercised upon:

                  (a) Delivery of all of the  following to the  Secretary of the
         Company or his office:

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

                            (ii)  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. 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; and

                           (iii) In the event that the Option shall be exercised
                  pursuant  to Section  4.05(a)  by any person or persons  other
                  than the  Optionee,  appropriate  proof  of the  right of such
                  person or persons to exercise the Option; and

                  (b) Full cash payment to the  Secretary of the Company for the
         shares  with  respect  to which the  Option,  or  portion  thereof,  is
         exercised.  However,  at the discretion of the Committee,  the terms of
         the Option may (i) allow a delay in payment up to thirty (30) days from
         the date the  Option,  or portion  thereof,  is  exercised;  (ii) allow
         payment,  in whole or in part, through the delivery of shares of Common
         Stock owned by the Optionees; (iii) allow payment, in whole or in part,
         through the  surrender  of shares of Common  Stock then  issuable  upon
         exercise of the  Option;  or (iv) allow  payment,  in whole or in part,
         through the delivery of property of any kind which constitutes good and
         valuable consideration.

         Section 5.03. Transfer of Shares to an Employee. As soon as practicable
after receipt by the Company,  pursuant to Section 5.02(b), of full cash payment
for the shares with respect to which an Option, or portion thereof, is exercised
by an Optionee,  with respect to each such exercise,  the Company shall transfer
to the Optionee the number of shares equal to the quotient of:

                  (a) The  amount of the  payment  made by the  Optionee  to the
         Company pursuant to Section 5.02(b), and

                  (b) The price per share of the shares subject to the Option as
         determined pursuant to Section 4.02.

         Section 5.04.  Certain  Timing  Requirements.  At the discretion of the
Committee,  shares of Common Stock issuable to the Optionee upon exercise of the
Option may be used to satisfy the Option  exercise price or the tax  withholding
consequences  of such  exercise only (i) during such periods in which trading of
the Company Common Stock is permitted for Employees of the Company under Company
policy as in effect from time to time or (ii)

                                        8
<PAGE>

pursuant to an  irrevocable  written  election by the  Optionee to use shares of
Common Stock  issuable to the Optionee upon exercise of the Option to pay all or
part of the Option price or the withholding taxes made at least six months prior
to the payment of such Option price or withholding taxes.

         Section 5.05. Conditions to Issuance of Stock Certificates. The Company
shall not be required to issue or to deliver any certificate or certificates for
shares of stock  purchased  upon the  exercise of any Option or portion  thereof
prior to fulfillment of all of the following conditions:

                  (a) The  admission  of such  shares  to  listing  on all stock
         exchanges on which such class of stock is then listed;

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

                  (c) Obtaining 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  for  such
         shares, including payment of any applicable withholding tax.

         Section 5.06. 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  certificates  representing such shares have been issued by the
Company to such holders.

         Section  5.07.  Transfer  Restrictions.  Shares  acquired  through  the
exercise of an Option shall be subject to the restrictions on transfer set forth
in the Certificate of Incorporation.  The Committee, in its absolute discretion,
may impose such  additional  restrictions on the  transferability  of the shares
purchasable  upon the  exercise of an Option as it deems  appropriate.  Any such
restriction  shall be set forth in the respective Stock Option Agreement and may
be referred to on the  certificates  evidencing such shares.  The Committee will
require the Employee to give the Company  prompt  notice of any  disposition  of
shares of Common Stock acquired by exercise of an Incentive  Stock Option within
(i) two years from the date of granting such Option to such Employee or (ii) one
year after the  transfer  of such shares to such  Employee.  The  Committee  may
direct that the certificates evidencing shares acquired by exercise of an Option
refer to such requirement to give prompt notice of disposition.

         Section  5.08.  Restrictions  on Exercise  of Option.  An Option is not
exercisable  if the exercise of such Option  would  likely  result in any of the
following:

                  (a)  The  Optionee's   ownership  of  Common  Stock  being  in
         violation of the Company's  Certificate of  Incorporation  or Ownership
         Limit; or

                  (b)  Income to the  Company  that could  impair the  Company's
         status  as a real  estate  investment  trust,  within  the  meaning  of
         Sections 856 through 860 of the Code.

                                       9
<PAGE>

                                   ARTICLE VI

                            AWARD OF RESTRICTED STOCK

         Section 6.01.  Eligibility.  Subject to the Ownership Limit, Restricted
Stock may be awarded to any Employee or person  associated with the Company whom
the Committee,  pursuant to Section 3.04(a)(i),  determines is a key Employee or
person associated with the Company.

         Section 6.02.  Award of Restricted Stock.

                  (a) The  Committee  shall from time to time,  in its  absolute
         discretion:

                             (i) Select from among the key Employees  (including
                  Employees   to  whom  Options  or   Performance   Awards  have
                  previously been granted and/or shares of Restricted Stock have
                  previously been issued) or persons associated with the Company
                  such of them as in its  opinion  should be awarded  Restricted
                  Stock; and

                            (ii)  Determine  the purchase  price and other terms
                  and conditions applicable to such Restricted Stock, consistent
                  with this Plan.

                  (b) The Committee  shall establish the purchase price and form
         of payment for Restricted Stock; provided,  however, that such purchase
         price  shall be no less  than the par value of the  Common  Stock to be
         purchased. In all cases, legal consideration shall be required for each
         issuance of Restricted Stock.

                  (c) Upon the selection of a key Employee or persons associated
         with the Company to be awarded  Restricted  Stock,  the Committee shall
         instruct the  Secretary of the Company to issue such  Restricted  Stock
         and may impose such conditions on the issuance of such Restricted Stock
         as it deems appropriate.

                                   ARTICLE VII

                            TERMS OF RESTRICTED STOCK

         Section 7.01.  Restricted  Stock  Agreement.  Restricted Stock shall be
issued only pursuant to a written  Restricted  Stock  agreement,  which shall be
executed by the selected key Employee or persons associated with the Company and
an  authorized  officer of the Company and which  shall  contain  such terms and
conditions as the Committee shall determine, consistent with this Plan.

         Section 7.02.  Consideration to the Company.  As consideration  for the
issuance of Restricted  Stock, in addition to payment of the purchase price, the
selected key Employee or persons associated with the Company shall agree, in the
written  Restricted Stock  agreement,  to remain in the employ of, or associated
with,  the  Company  or a  Company  Subsidiary  for a period  of time  after the
Restricted  Stock is issued to be determined by the  Committee.  Nothing in this
Plan  or in  any  Restricted  Stock  agreement  hereunder  shall  confer  on any
Restricted Stockholder any right to continue in the employ of the Company or any
Company Subsidiary.

         Section 7.03.  Rights as  Stockholders.  Upon delivery of the shares of
Restricted  Stock to the escrow holder  pursuant to Section 7.06, the Restricted
Stockholder  shall have all the  rights of a  stockholder  with  respect to said
shares, subject to the restrictions in his Restricted Stock agreement, including
the  right  to  vote  the  shares  and  to  receive  all   dividends  and  other
distributions paid or made with respect to the shares;  provided,  however, that
in the discretion of the Committee, any extraordinary distributions with respect
to the Common  Stock shall be subject to the  restrictions  set forth in Section
7.04.

                                       10
<PAGE>
         Section 7.04. Restrictions. All shares of Restricted Stock issued under
this Plan  (including  any shares  received by holders  thereof  with respect to
shares of Restricted Stock as a result of stock  dividends,  stock splits or any
other  form  of  recapitalization)  shall,  in  the  terms  of  each  individual
Restricted  Stock  agreement,  be subject to such  restrictions as the Committee
shall provide, which restrictions may include, without limitation,  restrictions
based on  duration of  employment  with the  Company,  Company  performance  and
individual  performance;  provided,  however, that by a resolution adopted after
the Restricted Stock is issued,  the Committee may, on such terms and conditions
as it may  determine to be  appropriate,  remove any or all of the  restrictions
imposed by the terms of the Restricted Stock agreement. Restricted Stock may not
be sold or encumbered until all restrictions are terminated or expire.

         Section  7.05.  Repurchase  of Restricted  Stock.  The Committee  shall
provide in the terms of each  individual  Restricted  Stock  agreement  that the
Company shall have the right to repurchase  from the Restricted  Stockholder the
Restricted  Stock  then  subject  to  restrictions  under the  Restricted  Stock
agreement  immediately  upon a  Termination  of  Employment or otherwise for any
reason  at a cash  price per share  equal to the  price  paid by the  Restricted
Stockholder for such Restricted Stock; provided,  however, that provision may be
made that no such right of repurchase  shall exist in the event of a Termination
of Employment because of the Restricted Stockholder's retirement at or after age
fifty-five (55), death or permanent and total disability.

         Section 7.06. Escrow. The Secretary of the Company or such other escrow
holder as the  Committee  may  appoint  shall  retain  physical  custody of each
certificate  representing Restricted Stock until all of the restrictions imposed
under the Restricted  Stock  agreement  with respect to the shares  evidenced by
such certificate expire or shall have been removed.

         Section 7.07. Legend. In order to enforce the restrictions imposed upon
shares of Restricted  Stock  hereunder,  the  Committee  shall cause a legend or
legends to be placed on certificates representing all shares of Restricted Stock
that are still subject to restrictions under Restricted Stock agreements,  which
legend or legends shall make  appropriate  reference to the  conditions  imposed
thereby.

                                  ARTICLE VIII
                               PERFORMANCE AWARDS

         Section 8.01. Eligibility.  Subject to the Ownership Limit, one or more
Performance  Awards may be granted to any key Employee or person associated with
the Company.

         Section 8.02.  Performance Awards.

                  (a) The  Committee  shall from time to time,  in its  absolute
         discretion:
                            (i)  Select  from  among key  Employees  or  persons
                  associated  with  the  Company  (including  Employees  to whom
                  Options or  Performance  Awards have  previously  been granted
                  and/or shares of Restricted Stock have previously been issued)
                  such of them as in its opinion should be granted a Performance
                  Award; and

                           (ii) Determine the purchase price and other terms and
                  conditions  applicable to such Performance  Award,  consistent
                  with this Plan.

                  (b) The value of such Performance  Awards may be linked to the
         market value,  book value or other measure of the value of Common Stock
         or other specific  performance  criteria determined  appropriate by the
         Committee, in each case on a specified date or dates or over any period
         or  periods  determined  by the  Committee,  or may be  based  upon the
         appreciation  in the market  value,  book value or other measure of the
         value of a  specified  number of shares  of Common  Stock  over a fixed
         period or
                                       11
<PAGE>

         periods determined by the Committee. In making such determinations, the
         Committee shall consider (among such other factors as it deems relevant
         in  light  of  the   specific   type  of  award)   the   contributions,
         responsibilities  and other  compensation of the key Employee or person
         associated with the Company whose Performance Award is at issue.

         Section 8.03. Performance Award Agreement. Each Performance Award shall
be evidenced by a written agreement,  which shall be executed by the Grantee and
an  authorized  officer of the Company and which  shall  contain  such terms and
conditions as the Committee shall determine, consistent with this Plan.

         Section 8.04. Term. The term of a Performance Award shall be set by the
Committee in its discretion.

         Section 8.05.  Exercise Upon  Termination of Employment.  A Performance
Award is  exercisable  only while the Grantee is an Employee or associated  with
the Company;  provided that the Committee  may  determine  that the  Performance
Award may be exercised  subsequent  to  Termination  of Employment to the extent
permitted under Section 4.05 with respect to Options.

         Section  8.06.  Payment on Exercise.  Payment of the amount  determined
under Section 8.02 above shall be in cash,  in Common Stock or a combination  of
both, as determined by the Committee.  To the extent such payment is effected in
Common  Stock,  it shall be made subject to  satisfaction  of all  provisions of
Section  5.05 with respect to Options and shall be no less than the par value of
a share of Common Stock.

         Section  8.07.  Consideration.  In  consideration  of the granting of a
Performance Award, the Grantee shall agree, in a written agreement, to remain in
the employ of, or associated  with,  the Company or a Company  Subsidiary  after
such  Performance  Award is granted  for a period of time as  determined  by the
Committee.  Nothing in this Plan or in any agreement  hereunder  shall confer on
any  Grantee  any right to continue  in the employ of, or  associate  with,  the
Company or any Company Subsidiary.

                                   ARTICLE IX

                                 ADMINISTRATION

         Section 9.01. Compensation Committee.  The Compensation Committee shall
consist of two or more  Directors  who are "outside  directors" as defined under
Section 162(m) of the Code and the regulations promulgated thereunder, appointed
by and holding office at the pleasure of the Board,  each of whom is not then an
officer of the Company and each of whom is a  "disinterested  person" as defined
by Rule  16b-3.  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.

         Section 9.02.  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,
the Options, the Performance Awards and the Restricted Stock, and the agreements
pursuant  to which the  Options,  Performance  Awards and  Restricted  Stock are
granted  or   awarded,   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,  Grantee or Restricted
Stockholder.  Any such interpretations and rules with respect to Incentive Stock
Options shall be consistent  with the  provisions of Section 422 of the Code. 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 are required to be determined in
the sole  discretion of the  Committee.  The  Committee  shall have the power to
amend the Plan, upon advice from counsel to the Company, if required to preserve
the Company's  status as a real estate  investment trust under the provisions of
the Code.

                                       12
<PAGE>
         Section 9.03.  Majority Rule. The Committee  shall act by a majority of
its members in  attendance at a meeting,  or to the extent  permitted by law and
the  Bylaws,  by  telephonic  meeting,  at which a  quorum  is  present  or by a
memorandum or other written instrument signed by all members of the Committee.

         Section  9.04.  Compensation;   Professional  Assistance;   Good  Faith
Actions.  Members of the  Committee  shall receive such  compensation  for their
services  as  members  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  Company  and the
Company's  officers  and  Directors  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 in good faith shall be
final and binding  upon all  Options,  Grantees,  Restricted  Stockholders,  the
Company and all other interested  persons.  No members of the Committee shall be
personally liable for any action,  determination or interpretation  made in good
faith with  respect to this  Plan,  any  Option,  any  Performance  Award or any
Restricted  Stock,  and all members of the Committee shall be fully protected by
the Company in respect of any such action, determination or interpretation.

         Section 9.05. No Liability. No member of the Board or the Committee, or
Director,  officer or employee of the Company or any Company Subsidiary shall be
liable, responsible or accountable in damages or otherwise for any determination
made or other  action taken or any failure to act by such person so long as such
person  is not  determined  to be  guilty  by a final  adjudication  of  willful
misconduct with respect to such determination, action or failure to act.

         Section 9.06. Indemnification.  To the fullest extent permitted by law,
each of the members of the Board and the  Committee  and each of the  Directors,
officers and employees of the Company and any Company  Subsidiary  shall be held
harmless and be indemnified by the Company for any  liability,  loss  (including
amounts  paid  in  settlement),   damages  or  expenses  (including   reasonable
attorneys' fees) suffered by virtue of any  determinations,  acts or failures to
act, or alleged acts or failures to act, in connection  with the  administration
of this Plan so long as such person is not determined by a final adjudication to
be guilty of willful  misconduct with respect to such  determination,  action or
failure to act.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

         Section  10.01.  Not  Transferable.  Options,  Performance  Awards  and
Restricted  Stock  under  this  Plan  may  not be  sold,  pledged,  assigned  or
transferred  in any  manner  other  than  by will or the  laws  of  descent  and
distribution;  provided,  however,  that an Optionee or Grantee may  designate a
Beneficiary  to exercise  his Option or other  rights  under this Plan after his
death.  No Option,  Performance  Award or Restricted  Stock or interest or right
therein shall be liable for the debts, contracts or engagements of the Optionee,
Grantee or  Restricted  Stockholder  or his  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; provided,
however,  that nothing in this Section 10.01 shall prevent  transfers by will or
by the applicable laws of descent and distribution. An Option shall be exercised
during the  Optionee's  lifetime  only by the  Optionee or his guardian or legal
representative.  A Performance  Award under this Plan shall be exercised  during
the   Grantee's   lifetime  only  by  the  Grantee  or  his  guardian  or  legal
representative.

         Section  10.02.  Amendment,  Suspension  or  Termination  of this Plan.
Subject to the conditions  contained in Section 3.05(d) herein, 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.  However,  without  approval  of the
Company's  stockholders given within twelve months before or after the action by
the Board or the Committee, no action of the
                                       13
<PAGE>
Committee or Board may, except as provided in Section 10.03, increase the limits
imposed  in Section  2.01 on the  maximum  number of shares  which may be issued
under this Plan, and no action of the Committee or Board 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 an Option, Performance Award or Restricted Stock, alter
or impair any  rights or  obligations  under any  Option,  Performance  Award or
Restricted Stock theretofore granted or awarded. No Option, Performance Award or
Restricted  Stock may be granted or awarded  during any period of suspension nor
after  termination of this Plan, and in no event may any Incentive  Stock Option
be granted under this Plan after the first to occur of the following events:

                  (a) The  expiration  of five  years  from the date the Plan is
         adopted by the Board; or

                  (b) The  expiration  of five  years  from the date the Plan is
         approved by the Company's stockholders under Section 10.05.

         Section 10.03. Changes in Common Stock or Assets of the Company. In the
event that the outstanding  shares of Common Stock are hereafter changed into or
exchanged for cash or a different  number or kind of shares or other  securities
of the Company, or of another corporation, by reason of reorganization,  merger,
consolidation, recapitalization, reclassification, stock splitup, stock dividend
or combination of shares, appropriate adjustments shall be made by the Committee
in the  number  and kind of shares  for the  purchase  of which  Options or with
respect to which the exercise of  Performance  Awards may be granted,  including
adjustments  of the limitation in Section 2.01 on the maximum number and kind of
shares which may be issued.

         In the event of such a change or  exchange,  other  than for  shares or
securities of another corporation or by reason of reorganization,  the Committee
shall also make an appropriate  and equitable  adjustment in the number and kind
of shares as to which all outstanding Options or Performance Awards, or portions
thereof then  unexercised,  shall be exercisable.  Such adjustment shall be made
with the intent that after the change or exchange of shares, each Optionee's and
each  Grantee's  proportionate  interest  shall  be  maintained  as  before  the
occurrence  of  such  event.  Such  adjustment  in  an  outstanding   Option  or
Performance   Award  may  include  a  necessary  or  appropriate   corresponding
adjustment in the Option or Performance  Award exercise price, but shall be made
without change in the total price applicable to the Option or Performance Award,
or the unexercised portion thereof (except for any change in the aggregate price
resulting from rounding off of share quantities or prices).

         Where an adjustment of the type described above is made to an Incentive
Stock Option under this Section,  the adjustment  will be made in a manner which
will not be  considered a  "modification"  under the  provisions  of  subsection
424(h)(3) of the Code.

         In the  event of a  "spin-off"  or other  substantial  distribution  of
assets of the  Company  which has a  material  diminutive  effect  upon the Fair
Market Value of the Company's  Common Stock, the Committee may in its discretion
make an appropriate and equitable  adjustment to the Option or Performance Award
exercise price to reflect such diminution.

         Section  10.04.  Merger of the  Company.  In the event of the merger or
consolidation of the Company with or into another  corporation,  the exchange of
all or  substantially  all of the assets of the  Company for the  securities  of
another corporation,  the acquisition by another corporation or person of all or
substantially  all of the Company's  assets or 80% or more of the Company's then
outstanding voting stock, or the liquidation or dissolution of the Company:

                  (a) The terms of an Option or Performance  Award shall provide
         that  all  granted  or  awarded  Options  or  Performance  Awards  will
         immediately vest in the Optionee or Grantee, and for a specified period
         of time prior to such event,  such Option or Performance Award shall be
         exercisable as to all shares covered thereby,  notwithstanding anything
         to the  contrary in (i)  Section  4.04 or (ii) the  provisions  of such
         Option or Performance Award.

                                       14
<PAGE>
                  (b)  At the  discretion  of the  Committee,  the  restrictions
         imposed under a Restricted  Stock  agreement upon some or all shares of
         Restricted  Stock may be  terminated  and/or some or all of such shares
         may cease to be subject to  repurchase  under  Section  7.05 after such
         event.

         Section  10.05.  Approval  of Plan by  Stockholders.  This Plan will be
submitted  for the approval of the Company's  stockholders  within twelve months
after  the  date of the  Board's  initial  adoption  of this  Plan.  Options  or
Performance  Awards may be granted and Restricted  Stock may be awarded prior to
such  stockholder  approval,  provided that such Options or  Performance  Awards
shall not be exercisable and such  Restricted  Stock shall not vest 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  twelve-month  period,
all Options and Performance  Awards previously  granted and all Restricted Stock
previously  awarded under this Plan shall thereupon be cancelled and become null
and void. The Company shall take such actions with respect to the Plan as may be
necessary to satisfy the requirements of Rule 16b-3.

         Section  10.06.  Tax  Withholding.  The  Company  shall be  entitled to
require payment or deduction from other  compensation  payable to each Optionee,
Grantee or  Restricted  Stockholder  of any sums  required by federal,  state or
local tax law to be withheld  with respect to any Option,  Performance  Award or
Restricted  Stock.  The Committee  may in its  discretion  allow such  Optionee,
Grantee or Restricted  Stockholder to elect to have the Company  withhold shares
of Common  Stock (or allow the return of shares of Common  Stock)  having a Fair
Market Value equal to the sums required to be withheld. If the Optionee, Grantee
or Restricted  Stockholder elects to advance such sums directly,  written notice
of that election  shall be delivered on or prior to such  exercise and,  whether
pursuant to such  election or pursuant to a  requirement  imposed by the Company
payment in cash or by check of such sums for taxes shall be delivered within two
days after the date of exercise. If, as allowed by the Committee,  the Optionee,
Grantee or Restricted  Stockholder elects to have the Company withhold Shares of
Common  Stock  (or allow the  return  of shares of Common  Stock)  having a Fair
Market Value equal to the sums required to be withheld,  the value of the shares
of Common Stock to be withheld (or returned as the case may be) will be equal to
the Fair Market Value of such shares as of the date that the amount of tax to be
withheld is to be determined (the "Tax Date"). Elections by such persons to have
shares  of  Common  Stock  withheld  for this  purpose  will be  subject  to the
following  restrictions:  (a) the  election  must be made on or prior to the Tax
Date, (b) the election must be irrevocable, (c) the election shall be subject to
the  disapproval  of the  Committee,  and (d) if the person is an officer of the
Company within the meaning of Section 16 of the Exchange Act, the election shall
be subject to such  additional  restrictions  as the  Committee may impose in an
effort to secure the benefits of any regulations thereunder. The Committee shall
not be  obligated  to issue  shares  and/or  distribute  cash to any person upon
exercise of any right until such  payment has been  received or shares have been
so withheld,  unless  withholding  (or offset  against a cash  payment) as of or
prior to the date of such  exercise is  sufficient to cover all such sums due or
which may be due with respect to such exercise.

         Section 10.07. Loans. The Committee may, in its discretion,  extend one
or more loans to key  Employees  in  connection  with the exercise or receipt of
outstanding  Options or  Performance  Awards  granted  under  this Plan,  or the
issuance of Restricted  Stock awarded under this Plan.  The terms and conditions
of any such loan shall be set by the Committee.

         Section 10.08.  Limitations Applicable to Section 16 Persons.

                  (a)  Notwithstanding  any other  provision  of this Plan,  any
         Option or  Performance  Award granted or Restricted  Stock awarded to a
         key  Employee  who is then subject to Section 16 of the Exchange Act is
         subject to the following additional limitations:

                            (i) the  Option,  Performance  Award  or  Restricted
                  Stock  agreement  may  provide  for the  issuance of shares of
                  Common Stock as a stock bonus for no consideration  other than
                  services rendered; and

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<PAGE>
                           (ii) in the event of an Option,  Performance Award or
                  Restricted  Stock agreement under which shares of Common Stock
                  are  or  in  the   future  may  be  issued  for  any  type  of
                  consideration other than services rendered, the amount of such
                  consideration  shall be equal to the minimum  amount  (such as
                  the par value of such  shares)  required to be received by the
                  Company to comply with applicable state law.

                  (b)  Notwithstanding  any other  provision of this Plan,  this
         Plan, and any Option or Performance Award granted,  or Restricted Stock
         awarded,  to a key  Employee  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 of the Exchange  Act) that are
         requirements  for the  application  of such  exemptive  rule.  Any such
         additional limitation shall be set forth in an annex to this Plan, such
         annex to be incorporated herein by this reference and made part of this
         Plan.

                  (c) With  respect  to  persons  subject  to  Section 16 of the
         Exchange Act,  transactions under this Plan are intended to comply with
         all  applicable  conditions of Rule 16b-3 or its  successors  under the
         Exchange  Act. To the extent any provision of the Plan or action by the
         Committee fails to so comply,  it shall be deemed null and void, to the
         extent  permitted  by  law  and  deemed  advisable  by  the  Committee.
         Moreover,  in the event the Plan does not include a provision  required
         by Rule 16b-3 to be stated  therein,  such  provision  (other  than one
         relating  to  eligibility  requirements,  or the  price  and  amount of
         awards) shall be deemed  automatically  to be incorporated by reference
         into the  Plan  insofar  as  participants  subject  to  Section  16 are
         concerned.

         Section  10.09.  Plan  Designation  and  Status.   Notwithstanding  the
designation  of this  document as a Plan for  convenience  of  reference  and to
standardize certain provisions  applicable to all types of Options,  Performance
Awards  and  Restricted  Stock  issuances   authorized,   each  of  the  Option,
Performance  Award and Restricted  Stock shall be deemed to be a separate "plan"
for  purposes  of  Section  16 of the  Exchange  Act  and any  applicable  state
securities laws.

         Section  10.10.  Release of  Restrictions.  Any or all of the foregoing
limitations  in Sections  10.08(a)  and 10.09 on Options or  Performance  Awards
granted to key Employees and Restricted  Stock awarded to key Employees shall be
suspended  if,  to the  extent,  as to  such  persons,  and  for so  long as the
Securities   and  Exchange   Commission   by   regulation   or  official   staff
interpretation or a no-action letter issued to the Company  determines that such
limitation  is not  necessary to secure the benefits  otherwise  available  with
respect to a "plan" or particular award, as the case maybe, under any applicable
exemptive rule under Section 16 of the Exchange Act.

         Section 10.11.  Effect of Plan Upon Options and Compensation Plans. The
adoption of this Plan shall not affect any other compensation or incentive plans
in effect for the Company or any Company Subsidiary.  Nothing in this Plan shall
be construed to limit the right of the Company (a) to establish  any other forms
of  incentives  or  compensation  for  employees  of the  Company or any Company
Subsidiary  or (b) to grant or assume  options or other  rights  otherwise  than
under this Plan in connection with any proper  corporate or partnership  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,
firm or  association  or the  performance  of  services  for the  benefit of the
Company.
         Section 10.12.  Effect of Change of Subsidiary  Status. For purposes of
this Plan and any Options or Performance  Awards  granted,  or Restricted  Stock
awarded hereunder, if an entity ceases to be a Company Subsidiary the employment
of all Optionees,  Grantees or Restricted  Stockholders who are employed by such
entity shall be deemed to have terminated,  except any such Optionees,  Grantees
or Restricted Stockholders who continue to be employees of another entity within
the Company.
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<PAGE>

         Section  10.13.  Compliance  with Laws.  This Plan,  the  granting  and
vesting of Options,  Performance  Awards or Restricted Stock under this Plan and
the  issuance  and  delivery of shares of Common  Stock and the payment of money
under this Plan or under  Options or  Performance  Awards  granted or Restricted
Stock 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 law and federal margin requirements) and to such approvals by
any  listing,  regulatory  or  governmental  authority as may, in the opinion of
counsel for 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  Company may deem
necessary  or  desirable  to  assure   compliance  with  all  applicable   legal
requirements.  To the extent  permitted by  applicable  law, the Plan,  Options,
Performance  Awards and Restricted  Stock granted or awarded  hereunder shall be
deemed  amended to the  extent  necessary  to  conform  to such laws,  rules and
regulations.

         Section 10.14. Titles.  Titles are provided herein for convenience only
and are not to serve as a basis for interpretation or construction of this Plan.

         Section 10.15.  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 thereof.

         Section 10.16. Severability. If any portion of this Plan is declared by
a court of  competent  jurisdiction  to be  invalid or  unenforceable  after all
appeals  have either been  exhausted or the time for any appeals to be taken has
expired, the remainder of the terms,  provisions,  covenants and restrictions of
this Plan  shall  remain in full  force and  effect  and in no way be  affected,
impaired or invalidated.

         IN WITNESS  WHEREOF,  the parties hereto have caused this instrument to
be executed by their officers duly authorized on this 10th day of May, 1995.


                         FRANCHISE FINANCE CORPORATION OF AMERICA, a Delaware
                         corporation


                                  By     /s/ Morton Fleischer
                                     -------------------------------------------
                                           Morton Fleischer, President and Chief
                                           Executive Officer


                                  By     /s/ Christopher H. Volk
                                     -------------------------------------------
                                           Christopher H. Volk, Secretary


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