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                                                                  Exhibit 10.1


 
                           PROPERTY TRUST OF AMERICA

                    SHARE OPTION PLAN FOR OUTSIDE TRUSTEES



                            Adopted January 6, 1987

                    Approved by Shareholders June 12, 1987

                            Amended October 4, 1988

                            Amended January 1, 1992
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                           PROPERTY TRUST OF AMERICA

                    SHARE OPTION PLAN FOR OUTSIDE TRUSTEES


     1.  Purpose of the Plan.  This Share Option Plan is intended to advance the
interests of Property Trust of America (the "Trust") and its shareholders by
affording to the Trustees who are not officers or employees of the Trust or the
Advisor or its affiliates an additional opportunity to participate in the
ownership of the Trust and to benefit from any appreciation in the market value
of the Shares in order to motivate, retain and attract to the highly competent
individuals upon whose judgment, initiative, leadership and continued efforts
the success of the Trust depends.

     2.  Definitions.  Unless the context otherwise requires, the following
words as used herein shall have the following meanings:

         (a)  "Administrator" - The Secretary of the Trust or other person (who
     is not an outside Trustee) designated by the Board of Trustees of the Trust
     to administer the Plan.

         (b)  "Advisor" - Southwest Realty Advisors Incorporated.

         (c)  "Annual Meeting" - The annual meeting of shareholders of the
     Trust.

         (d)  "Disability" - Disability resulting from injury or illness which
     renders the Optionee unable to serve as a Trustee of the Trust.

         (e)  "Inside Trustee" - A Trustee of the Trust who is also an officer
     or employee of the Trust.

         (f)  "Option" - An option to purchase Shares granted pursuant to the
     provisions hereof.

         (g)  "Optionee" - An Outside Trustee who has been granted an option
     under this Plan and who has executed a written option agreement with the
     Trust.

         (h)  "Outside Trustee" - A Trustee of the Trust who is not an officer
     or employee of the Trust, the Advisor or any affiliate of the Advisor.

         (i)  "Plan" - The Share Option Plan for Outside Trustees set forth
     herein.

         (j)  "Share Option Agreement" - The agreement described in Section 5
     between the Trust and the Optionee under which the Optionee may purchase
     stock hereunder.

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         (k)  "Shares" - The Trust's present Shares of Beneficial Interest and
     any Share or Shares of capital stock or other securities of the Trust
     hereafter issued or issuable upon, in respect of or in substitution or in
     exchange therefor.

     3.  Administration of the Plan.  The Plan shall be administered by the
Administrator, who shall, in accordance with the provisions hereof, (i)
determine which Outside Trustees are not affiliated with the Advisor and who
thus participate in the Plan, (ii) calculate the exercise price of the Options,
(iii) direct the preparation of any appropriate documentation, including Share
Option Agreements, to effectuate the grant of Options, (iv) process and
supervise the exercise and termination of Options, (v) make necessary
adjustments to the Shares because of changes in capitalization of the Trust and
(vi) perform such other ministerial acts as are necessary to carry out the
purposes of the Plan.

     4.  Shares Subject to Plan.  There shall be reserved for use upon exercise
of Options granted under the Plan 200,000 Shares of the Trust (unless such
maximum shall be increased or decreased by reason of changes in capitalization
as provided in Section 9 hereof). The Shares subject to the Plan may be
authorized but unissued Shares, or may be issued Shares which have been
reacquired by the Trust. Shares with respect to which an Option shall have been
exercised shall not again be available for option hereunder. If any option shall
expire or terminate for any reason without having been exercised in full, new
Options may be granted hereunder covering such unpurchased Shares. For purposes
of the Plan, Shares subject to Options which are surrendered pursuant to Section
5(d) shall be deemed to be unpurchased Shares.

     5.  Options.

         (a)  Option Grant and Agreement.  After January 1, 1992, Options shall
     only be granted under the Plan as follows: on each date of the Annual
     Meeting for the years 1992 through and including 1996, each Outside Trustee
     on such date (after the election of trustees in the Annual Meeting) shall
     be granted an Option to purchase 2,000 Shares of the Trust for the exercise
     price, term and other provisions described below. Each Option granted
     hereunder shall be evidenced by a written Share Option Agreement dated as
     of the date of grant and executed by the Trust and the Optionee, which
     Agreement shall set forth an offer to sell at the Option price, the number
     of Shares subject to the offer, the period of time during which the offer
     shall remain open, and such other terms and provisions as may be determined
     by the Administrator consistent with the Plan.

         (b)  Option Price.  The Option price per Share subject to each Option
     shall be equal to the closing price of Shares on

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     the New York Stock Exchange on the date of the Annual Meeting corresponding
     to the Option grant, as such price is reported in the Wall Street Journal
     on the business day immediately following such date.

         (c)  Option Period.  The term of each Option shall be five (5) years.
     Each Option shall be subject to earlier termination as hereinafter
     provided.

         (d)  Vesting and Shares Appreciation Rights Under Certain
     Circumstances.

              (i)  In the event of the acquisition of fifty percent (50%) or
         more of the outstanding Shares of the Trust as a result of any cash
         tender offer or exchange offer, other than one made by the Trust, the
         Trust shall give written notice to each Optionee promptly after the
         date on which the corporation, person or other entity making a cash
         tender offer or exchange offer acquires fifty percent (50%) or more of
         the outstanding Shares of the Trust. Each Optionee shall thereafter
         have the right, for a period of thirty (30) days after the date of
         receipt of such notice from the Trust, to either (i) exercise his
         Option in full even though such Option would not otherwise be
         exercisable under the option vesting schedule (if any), or (ii)
         surrender his Option, or the unexercised portion thereof, to the Trust
         in exchange for a cash payment to be made by the Trust to the Optionee
         within ten (10) days after receipt by the Trust of the Option in an
         amount representing the difference between the option price per Share
         under the Option and the cash price paid per Share in the tender offer,
         or in the event of an exchange offer, the value per Share of the
         securities and/or other property offered in such exchange offer, less
         the amount of all federal and state withholding or other employment
         taxes applicable to the taxable income of such optionee resulting from
         such surrender.

              (ii)  In the event of the dissolution or liquidation of the Trust,
         each Option granted under this Plan shall terminate as of a date to be
         fixed by the Administrator, provided that not less than thirty (30)
         days prior written notice of the date so fixed shall be given to each
         Optionee and each such Optionee shall have the right during such period
         to exercise his Option in full even though such Option would not
         otherwise be exercisable in full under the option vesting schedule (if
         any). At the end of such period, any unexercised Option, or any
         unexercised portion thereof, shall terminate and be of no further
         effect.

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     6.  Non-Transferability of Options.  An Option (and related Share
appreciation rights) shall not be transferable otherwise than by will or by the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1986 as amended or Title I of
the Employee Retirement Income Security Act or rules thereunder, and an Option
may be exercised, during the lifetime of the Optionee, only by the Optionee or
by his guardian or legal representative. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, or the levy of any execution, attachment or similar process
upon the Option (and related Share appreciation rights) shall be null and void
and without effect.

     7.  Exercise of Options; Termination, Death or Disability.  Each exercise
of an Option, or any part thereof, shall be evidenced by a notice in writing to
the Trust. The purchase price of the Shares as to which an Option shall be
exercised shall be paid in full in cash or by certified check at the time of
exercise, together with the full amount of all federal and state withholding or
other employment taxes applicable to the taxable income of such Optionee
resulting from such exercise. The holder of an Option shall not have any of the
rights of a shareholder of the Trust with respect to the Shares covered by the
Option except to the extent that one or more certificates for such Shares shall
have been delivered to him, or he has been determined by the Trust's Transfer
Agent to be a shareholder of record upon due exercise of the Option. If the
Optionee's position as a Trustee shall be terminated for any reason other than
death or Disability, the Optionee shall have the right, during the period ending
three months after such termination, to exercise such Option to the extent that
it was exercisable at the date of such termination and shall not have been
exercised (but in any event not more than ten years after the grant of such
Option). In the event of the death or Disability of an Optionee, the Optionee or
his guardian or legal representative in the event of Disability, or his personal
representatives, heirs, legatees or distributees in the event of his death,
shall have the right, up to twelve (12) months from the date of Disability or
date of death, as the case may be, to exercise the Option to the extent that the
Option was not exercised (but in any event not more than five years after the
grant of such Option).

     8.  Compliance with Securities and Other Laws.  In no event shall the Trust
be required to sell or issue Shares under any Option if the issuance thereof
would constitute a violation by either the Optionee or the Trust of any
provision of any law or regulation of any governmental authority or any national
securities exchange. As a condition of any sale or issuance of Shares under
Option, the Trust may place legends on the Shares, issue stop transfer orders
and require such agreements or undertakings from

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the Optionee as the Trust may deem necessary or advisable to assure compliance
with any such law or regulation, including, if the Trust or its counsel deems it
appropriate, representations from the Optionee that he is acquiring the Shares
solely for investment and not with a view to distribution and that no
distribution of the Shares acquired by him will be made unless registered
pursuant to applicable federal and state securities laws, or in the opinion of
counsel of the Trust, such registration is unnecessary.

     9.  Adjustments Upon Changes in Capitalization.  The option price shall be
adjusted from time to time as follows:

         (a)  Subject to any required action by shareholders, the number of
     Shares covered by each outstanding Option, and the option exercise price,
     shall be proportionately adjusted for any increase or decrease in the
     number of issued Shares of the Trust resulting from a subdivision or
     consolidation of Shares or the payment of a stock dividend (but only in
     Shares) or any other increase or decrease in the number of Shares effected
     without receipt of consideration by the Trust.

         (b)  Subject to any required action by shareholders, if the Trust shall
     be the surviving corporation in any merger or consolidation, each
     outstanding Option shall pertain to and apply to the securities to which a
     holder of the number of Shares subject to the Option would have been
     entitled. A merger or consolidation in which the Trust is not the surviving
     corporation shall cause each outstanding Option to terminate, provided that
     each Optionee shall, in such event, have the right immediately prior to
     such merger or consolidation in which the Trust is not the surviving
     corporation to exercise his Option in full even though such Option would
     not otherwise be exercisable under the option vesting schedule (if any).

         (c)  In the event of a change in the Shares of the Trust as presently
     constituted which is limited to a change of all of its authorized Shares
     with par value into the same number of Shares with a different par value or
     without par value, the Shares resulting from any such change shall be
     deemed to be Shares within the meaning of this Plan.

     To the extent that the foregoing adjustments relate to Shares of the Trust,
such adjustments shall be made by the Administrator, whose determination shall
be final, binding and conclusive.

     The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Trust to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve,

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liquidate or sell, or transfer all or any part of its business or assets.

     10.  Adoption and Approval of the Plan.  The Plan shall be deemed to be
adopted as of January 8, 1987, which is the date of approval by the Board of
Trustees of the Trust. The Plan was approved by shareholders of the Trust on
June 12, 1987.

     11.  Amendment of the Plan.  All provisions of the Plan (including the form
of option agreement) may at any time or from time to time be modified or amended
by the Administrator, subject to review and action by the Board of Trustees;
provided, however, that (i) modifications or amendments to Section 5 hereof may
not be made more than once every six (6) months except to comport with changes
to the Internal Revenue Code, the Employee Retirement Income Security Act or the
rules thereunder and (ii) no Option at any time outstanding under the Plan may
be modified, impaired or cancelled without the consent of the holder thereof,
and provided further, the Plan may not be amended (a) to increase the maximum
number of Shares subject to the Plan, (b) to reduce the option exercise price of
the Shares, contrary to the provisions of the Plan as hereinabove set forth, or
(c) to materially modify the requirements as to eligibility for participation in
the Plan.

     12.  Plan Termination.  The Plan shall terminate on August 31, 1996 except
as to options outstanding on such date and no option shall be granted under this
Plan after that date.

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