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                                                                    EXHIBIT 10.5

                       COLE CREDIT PROPERTY TRUST II, INC.
                  2004 INDEPENDENT DIRECTORS' STOCK OPTION PLAN

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                       COLE CREDIT PROPERTY TRUST II, INC.
                  2004 INDEPENDENT DIRECTORS' STOCK OPTION PLAN

                                   SECTION 1.
                                     PURPOSE

      The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase or receive Shares or to receive
compensation that is based upon appreciation in the value of Shares to Eligible
Recipients in order to attract and retain Eligible Recipients by providing an
incentive to work to increase the value of Shares and a stake in the future of
the Company that corresponds to the stake of each of the Company's stockholders.
The Plan provides for the grant of non-qualified stock Options to aid the
Company in obtaining these goals.

                                   SECTION 2.
                                   DEFINITIONS

      Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and any Option Agreements under
this Plan (unless noted otherwise), and for purposes of such definitions, the
singular shall include the plural and the plural shall include the singular, and
reference to one gender shall include the other gender. Note that some
definitions may not be used in this Plan, and may be inserted here solely for
possible use in Option Agreements issued under this Plan.

      2.1 BOARD means the Board of Directors of the Company.

      2.2 CAUSE shall mean an act or acts by an Eligible Recipient involving (a)
the use for profit or disclosure to unauthorized persons of confidential
information or trade secrets of the Company, a Parent or a Subsidiary, (b) the
breach of any contract with the Company, a Parent or a Subsidiary, (c) the
violation of any fiduciary obligation to the Company, a Parent or a Subsidiary,
(d) the unlawful trading in the securities of the Company, a Parent or a
Subsidiary, or of another corporation based on information gained as a result of
the performance of services for the Company, a Parent or a Subsidiary, (e) a
felony conviction or the failure to contest prosecution of a felony, or (f)
willful misconduct, dishonesty, embezzlement, fraud, deceit or civil rights
violations, or other unlawful acts.

      2.3 CHANGE OF CONTROL means either of the following:

            (a) any transaction or series of transactions pursuant to which the
Company sells, transfers, leases, exchanges or disposes of substantially all
(i.e., at least eighty-five percent (85%)) of its assets for cash or property,
or for a combination of cash and property, or for other consideration; or

            (b) any transaction pursuant to which persons who are not current
stockholders of the Company acquire by merger, consolidation, reorganization,
division or other business combination or transaction, or by a purchase of an
interest in the Company, an interest in the Company so that after such
transaction, the stockholders of the Company immediately prior to such
transaction no longer have a controlling (i.e., 50% or more) voting interest in
the Company.

      2.4 CODE means the Internal Revenue Code of 1986, as amended.

      2.5 COMMITTEE means any committee appointed by the Board to administer the
Plan, as specified in Section 5 hereof. Any such committee shall be comprised
entirely of Directors.

      2.6 COMMON STOCK means the common stock of the Company.

      2.7 COMPANY means Cole Credit Property Trust II, Inc., a Maryland
corporation, and any successor to such organization.

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      2.8 DIRECTOR means a member of the Board.

      2.9 ELIGIBLE RECIPIENT means a member of the Board who is not an Employee.

      2.10 EMPLOYEE means a common law employee of the Company, a Subsidiary or
a Parent.

      2.11 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

      2.12 EXERCISE PRICE means the price that shall be paid to purchase one (1)
Share upon the exercise of an Option granted under this Plan.

      2.13 FAIR MARKET VALUE of each Share on any date means the price
determined below as of the close of business on such date (provided, however, if
for any reason, the Fair Market Value per share cannot be ascertained or is
unavailable for such date, the Fair Market Value per share shall be determined
as of the nearest preceding date on which such Fair Market Value can be
ascertained):

            (a) If the Share is listed or traded on any established stock
exchange or a national market system, including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, its Fair Market Value shall be the closing sale
price for the Share (or the mean of the closing bid and ask prices, if no sales
were reported), on such exchange or system on the date of such determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable; or

            (b) If the Share is not listed or traded on any established stock
exchange or a national market system, its Fair Market Value shall be the average
of the closing dealer "bid" and "ask" prices of a Share as reflected on the
NASDAQ interdealer quotation system of the National Association of Securities
Dealers, Inc. on the date of such determination; or

            (c) In the absence of an established public trading market for the
Share, the Fair Market Value of a Share shall be determined in good faith by the
Board.

      2.14 INSIDER means an individual who is, on the relevant date, an officer,
director or ten percent (10%) beneficial owner of any class of the Company's
equity securities that is registered pursuant to Section 12 of the Exchange Act,
all as defined under Section 16 of the Exchange Act.

      2.15 OPTION means an option granted under this Plan to purchase Shares
that is not intended by the Company to satisfy the requirements of Code Section
422.

      2.16 OPTION AGREEMENT means an agreement between the Company, a Parent or
a Subsidiary, and a Participant evidencing an award of an Option.

      2.17 OUTSIDE DIRECTOR means a Director who is not an Employee and who
qualifies as a "non-employee director" under Rule 16b-3(b)(3) under the 1934
Act, as amended from time to time.

      2.18 PARENT means any corporation in an unbroken chain of corporations if
each of the corporations owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporation in such chain.

      2.19 PARTICIPANT means an individual who receives an Option hereunder.

      2.20 PLAN means the Cole Credit Property Trust II, Inc. 2004 Independent
Directors' Stock Option Plan, as may be amended from time to time.

      2.21 SHARE means a share of the Common Stock of the Company.

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      2.22 SUBSIDIARY means any corporation in an unbroken chain of corporations
if each of the corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

                                   SECTION 3.
                            SHARES SUBJECT TO OPTIONS

      The total number of Shares that may be issued pursuant to Options under
this Plan shall not exceed 1,000,000, as adjusted pursuant to Section 10. Such
Shares shall be reserved, to the extent that the Company deems appropriate, from
authorized but unissued Shares, and from Shares which have been reacquired by
the Company. Furthermore, any Shares subject to an Option that remain after the
cancellation, expiration or exchange of such Option thereafter shall again
become available for use under this Plan.

                                   SECTION 4.
                                 EFFECTIVE DATE

      The effective date of this Plan shall be the date it is adopted by the
Board, as noted in resolutions effectuating such adoption, provided the
stockholders of the Company approve this Plan within twelve (12) months after
such effective date. If such effective date comes before such stockholder
approval, any Options granted under this Plan before the date of such approval
automatically shall be granted subject to such approval.

                                   SECTION 5.
                                 ADMINISTRATION

      5.1 GENERAL ADMINISTRATION. This Plan shall be administered by the Board.
The Board, acting in its absolute discretion, shall exercise such powers and
take such action as expressly called for under this Plan. The Board shall have
the power to interpret this Plan and, subject to the terms and provisions of
this Plan, to take such other action in the administration and operation of the
Plan as it deems equitable under the circumstances. The Board's actions shall be
binding on the Company, on each affected Eligible Recipient, and on each other
person directly or indirectly affected by such actions.

      5.2 AUTHORITY OF THE BOARD. Except as limited by law or by the Articles of
Incorporation or Bylaws of the Company, and subject to the provisions herein,
the Board shall have full power to select Eligible Recipients who shall
participate in the Plan, to determine the sizes and types of Options in a manner
consistent with the Plan, to determine the terms and conditions of Options in a
manner consistent with the Plan, to construe and interpret the Plan and any
agreement or instrument entered into under the Plan, to establish, amend or
waive rules and regulations for the Plan's administration, and to amend the
terms and conditions of any outstanding Options as allowed under the Plan and
such Options. Further, the Board may make all other determinations that may be
necessary or advisable for the administration of the Plan.

      5.3 DELEGATION OF AUTHORITY. The Board may delegate its authority under
the Plan, in whole or in part, to a Committee appointed by the Board consisting
of not less than one (1) Director or to one or more other persons to whom the
powers of the Board hereunder may be delegated in accordance with applicable
law. The members of the Committee and any other persons to whom authority has
been delegated shall be appointed from time to time by, and shall serve at the
discretion of, the Board. The Committee or other delegate (if appointed) shall
act according to the policies and procedures set forth in the Plan and to those
policies and procedures established by the Board, and the Committee or other
delegate shall have such powers and responsibilities as are set forth by the
Board. Reference to the Board in this Plan shall specifically include reference
to the Committee or other delegate where the Board has delegated its authority
to the Committee or other delegate, and any action by the Committee or other
delegate pursuant to a delegation of authority by the Board shall be deemed an
action by the Board under the Plan. Notwithstanding the above, the Board may
assume the powers and responsibilities granted to the Committee or other
delegate at any time, in whole or in

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part. With respect to Committee appointments and composition, only a Committee
comprised solely of Outside Directors may grant Options to Insiders that will be
exempt from Section 16(b) of the Exchange Act.

      5.4 DECISIONS BINDING. All determinations and decisions made by the Board
(or its delegate) pursuant to the provisions of this Plan and all related orders
and resolutions of the Board shall be final, conclusive and binding on all
persons, including the Company, its stockholders, Directors, Eligible
Recipients, Participants, and their estates and beneficiaries.

      5.5 INDEMNIFICATION FOR DECISIONS. No member of the Board or the Committee
(or a sub-committee thereof) shall be liable for any action taken or
determination made hereunder in good faith. Service on the Committee (or a
sub-committee thereof) shall constitute service as a director of the Company so
that the members of the Committee (or a sub-committee thereof) shall be entitled
to indemnification and reimbursement as directors of the Company pursuant to its
bylaws and applicable law. In addition, the members of the Board, Committee (or
a sub-committee thereof) shall be indemnified by the Company against (a) the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, to which they
or any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan, any Option granted hereunder, and (b)
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such individual is liable for gross negligence or
misconduct in the performance of his duties, provided that within 60 days after
institution of any such action, suit or proceeding a Committee member or
delegatee shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.

                                   SECTION 6.
                                   ELIGIBILITY

      Eligible Recipients selected by the Board shall be eligible for the grant
of Options under this Plan, but no Eligible Recipient shall have the right to be
granted an Option under this Plan merely as a result of his or her status as an
Eligible Recipient.

                                    SECTION 7
                                TERMS OF OPTIONS

      7.1 TERMS AND CONDITIONS OF ALL OPTIONS.

            (a) Grants of Options. The Board, in its absolute discretion, shall
grant Options under this Plan from time to time and shall have the right to
grant new Options in exchange for outstanding Options, including, but not
limited to, exchanges of Stock Options for the purpose of achieving a lower
Exercise Price. Options shall be granted to Eligible Recipients selected by the
Board, and the Board shall be under no obligation whatsoever to grant any
Options, or to grant Options to all Eligible Recipients, or to grant all Options
subject to the same terms and conditions.

            (b) Shares Subject to Options. The number of Shares as to which an
Option shall be granted shall be determined by the Board in its sole discretion,
subject to the provisions of Section 3 as to the total number of Shares
available for grants under the Plan.

            (c) Date of Grant. The date an Option is granted shall be the date
on which the Board (1) has approved the terms and conditions of the Option
Agreement, (2) has determined the recipient of the Option and the number of
Shares covered by the Option and (3) has taken all such other action necessary
to direct the grant of the Option.

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      7.2 ADDITIONAL TERMS AND CONDITIONS OF ALL OPTIONS.

            (a) Necessity of Option Agreements. Each grant of an Option shall be
evidenced by an Option Agreement that shall incorporate such terms and
conditions as the Board, acting in its absolute discretion, deems consistent
with the terms of this Plan, including (without limitation) a restriction on the
number of Shares subject to the Option that first become exercisable during any
calendar year. The Board and/or the Company shall have complete discretion to
modify the terms and provisions of an Option in accordance with Section 12 of
this Plan.

            (b) Determining Optionees. In determining Eligible Recipient(s) to
whom an Option shall be granted and the number of Shares to be covered by such
Option, the Board may take into account the duties of the Eligible Recipient,
the present and potential contributions of the Eligible Recipient to the success
of the Company, and other factors deemed relevant by the Board, in its sole
discretion, in connection with accomplishing the purpose of this Plan. An
Eligible Recipient who has been granted an Option to purchase Shares, whether
under this Plan or otherwise, may be granted one or more additional Options. If
the Board grants an Option to an Eligible Recipient on the same date, the right
of the Eligible Recipient to exercise one such Option shall not be conditioned
on his or her failure to exercise the other such Option.

            (c) Exercise Price. Subject to adjustment in accordance with Section
10 and the other provisions of this Section, the Exercise Price shall be as set
forth in the applicable Option Agreement. The Exercise Price for each Share
shall be no less than (1) the minimum price required by applicable state law, or
(2) the minimum price required by the Company's governing instrument, or (3)
$0.01, whichever price is greater. Any Option that is intended to avoid taxation
under Code Section 409A as a "nonqualified deferred compensation plan" must be
granted with an Exercise Price equivalent to or greater than the Fair Market
Value of the Shares subject thereto determined as of the date of such grant.

            (d) Option Term. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Option Agreement, but no Option Agreement shall:

                  (i) make an Option exercisable before the date such Option is
granted; or

                  (ii) make an Option exercisable after the earlier of:

                        (A) the date such Option is exercised in full, or

                        (B) the date that is the tenth (10th) anniversary of the
date such Option is granted. An Option Agreement may provide for the exercise of
an Option after the Option holder has ceased to perform services for any reason
whatsoever, including death or disability. The Option holder's rights, if any,
upon termination of services will be set forth in the applicable Option
Agreement.

            (e) Payment. Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised accompanied by full payment for
the Shares. Payment for shares of Stock purchased pursuant to exercise of an
Option shall be made in cash or, unless the Option Agreement provides otherwise,
by delivery to the Company of a number of Shares that have been owned and
completely paid for by the holder for at least six (6) months prior to the date
of exercise (i.e., "mature shares" for accounting purposes) having an aggregate
Fair Market Value equal to the amount to be tendered, or a combination thereof.
In addition, unless the Option Agreement provides otherwise, the Option may be
exercised through a brokerage transaction following registration of the
Company's equity securities under Section 12 of the Exchange Act as permitted
under the provisions of Regulation T applicable to cashless exercises
promulgated by the Federal Reserve Board, unless prohibited by Section 402 of
the Sarbanes-Oxley Act of 2002. However, notwithstanding the foregoing, with
respect to any Option recipient who is an Insider, a tender of shares or a
cashless exercise must (1) have met the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act, or (2) be a subsequent transaction the
terms of which were provided for in a transaction initially meeting the
requirements of an exemption under Rule 16b-3 promulgated under the Exchange
Act. Unless the Option Agreement provides otherwise, the foregoing exercise
payment methods shall be subsequent transactions approved by the original grant
of an Option. Except as provided in subparagraph (f) below, payment shall be
made at the time that the

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Option or any part thereof is exercised, and no Shares shall be issued or
delivered upon exercise of an Option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none of the rights of
a stockholder.

            (f) Conditions to Exercise of an Option. Each Option granted under
the Plan shall vest and shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Board shall
specify in the Option Agreement; provided, however, that subsequent to the grant
of an Option, the Board, at any time before complete termination of such Option,
may accelerate the time or times at which such Option may vest or be exercised
in whole or in part. The Board may impose such restrictions on any Shares
acquired pursuant to the exercise of an Option as it may deem advisable,
including, without limitation, vesting or performance-based restrictions, rights
of the Company to re-purchase Shares acquired pursuant to the exercise of an
Option, voting restrictions, investment intent restrictions, restrictions on
transfer, "first refusal" rights of the Company to purchase Shares acquired
pursuant to the exercise of an Option prior to their sale to any other person,
"drag along" rights requiring the sale of shares to a third party purchaser in
certain circumstances, "lock up" type restrictions in the case of an initial
public offering of the Company's stock, restrictions or limitations or other
provisions that would be applied to stockholders under any applicable agreement
among the stockholders, and restrictions under applicable federal securities
laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and/or under any blue sky or state
securities laws applicable to such Shares.

            (g) Transferability of Options. An Option shall not be transferable
or assignable except by will or by the laws of descent and distribution and
shall be exercisable, during the Participant's lifetime, only by the
Participant; provided, however, that in the event the Participant is
incapacitated and unable to exercise his or her Option, such Option may be
exercised by such Participant's legal guardian, legal representative, or other
representative whom the Board deems appropriate based on applicable facts and
circumstances. The determination of incapacity of a Participant and the
determination of the appropriate representative of the Participant who shall be
able to exercise the Option if the Participant is incapacitated shall be
determined by the Board in its sole and absolute discretion. Notwithstanding the
foregoing, except as otherwise provided in the Option Agreement, an Option may
also be transferred by a Participant as a bona fide gift (i) to his spouse,
lineal descendant or lineal ascendant, siblings and children by adoption, (ii)
to a trust for the benefit of one or more individuals described in clause (i)
and no other persons, or (iii) to a partnership of which the only partners are
one or more individuals described in clause (i), in which case the transferee
shall be subject to all provisions of the Plan, the Option Agreement and other
agreements with the Participant in connection with the exercise of the Option
and purchase of Shares. In the event of such a gift, the Participant shall
promptly notify the Board of such transfer and deliver to the Board such written
documentation as the Board may in its discretion request, including, without
limitation, the written acknowledgment of the donee that the donee is subject to
the provisions of the Plan, the Option Agreement and other agreements with the
Participant.

                                   SECTION 8.
                              SECURITIES REGULATION

      Each Option Agreement may provide that, upon the receipt of Shares as a
result of the exercise of an Option, the Participant shall, if so requested by
the Company, hold such Shares for investment and not with a view of resale or
distribution to the public and, if so requested by the Company, shall deliver to
the Company a written statement satisfactory to the Company to that effect. Each
Option Agreement may also provide that, if so requested by the Company, the
Participant shall make a written representation to the Company that he or she
will not sell or offer to sell any of such Shares unless a registration
statement shall be in effect with respect to such Shares under the Securities
Act of 1933, as amended ("1933 Act"), and any applicable state securities law
or, unless he or she shall have furnished to the Company an opinion, in form and
substance satisfactory to the Company, of legal counsel acceptable to the
Company, that such registration is not required. Certificates representing the
Shares transferred upon the exercise of an Option granted under this Plan may at
the discretion of the Company bear a legend to the effect that such Shares have
not been registered under the 1933 Act or any applicable state securities law
and that such Shares may not be sold or offered for sale in the absence of an
effective registration statement as to such Shares under the 1933 Act and any
applicable state securities law or an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required.

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                                   SECTION 9.
                                  LIFE OF PLAN

      No Option shall be granted under this Plan on or after the earlier of:

            (a) the tenth (10th) anniversary of the effective date of this Plan
(as determined under Section 4 of this Plan), in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Options have been
exercised in full or no longer are exercisable, or

            (b) the date on which all of the Shares reserved under Section 3 of
this Plan have (as a result of the exercise of Options granted under this Plan)
been issued or no longer are available for use under this Plan, in which event
this Plan also shall terminate on such date.

This Plan shall continue in effect until all outstanding Options have been
exercised in full or are no longer exercisable.

                                   SECTION 10.
                                   ADJUSTMENT

      Notwithstanding anything in Section 12 to the contrary, the number of
Shares reserved under Section 3 of this Plan, the number of Shares subject to
Options granted under this Plan, and the Exercise Price of any Options, shall be
adjusted by the Board in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Board shall have the right to
adjust (in a manner that satisfies the requirements of Code Section 424(a)) the
number of Shares reserved under Section 3, and the number of Shares subject to
Options granted under this Plan in the event of any corporate transaction
described in Code Section 424(a) that provides for the substitution or
assumption of such Options. If any adjustment under this Section creates a
fractional Share or a right to acquire a fractional Share, such fractional Share
shall be disregarded, and the number of Shares reserved under this Plan and the
number subject to any Options granted under this Plan shall be the next lower
number of Shares, rounding all fractions downward. An adjustment made under this
Section by the Board shall be conclusive and binding on all affected persons
and, further, shall not constitute an increase in the number of Shares reserved
under Section 3.

                                   SECTION 11.
                        CHANGE OF CONTROL OF THE COMPANY

      Except as otherwise provided in an Option Agreement, if a Change of
Control occurs, and if the agreements effectuating the Change of Control do not
provide for the assumption or substitution of all Options granted under this
Plan, with respect to any Option granted under this Plan that is not so assumed
or substituted (a "Non-Assumed Option"), the Committee, in its sole and absolute
discretion, may, with respect to any or all of such Non-Assumed Options, take
any or all of the following actions to be effective as of the date of the Change
of Control (or as of any other date fixed by the Committee occurring within the
thirty (30) day period ending on the date of the Change of Control, but only if
such action remains contingent upon the effectuation of the Change of Control)
(such date referred to as the "Action Effective Date"):

            (a) Accelerate the vesting and/or exercisability of such Non-Assumed
Option; and/or

            (b) Unilaterally cancel any such Non-Assumed Option which has not
vested and/or which has not become exercisable as of the Action Effective Date;
and/or

            (c) Unilaterally cancel such Non-Assumed Option in exchange for:

                  (i) whole and/or fractional Shares (or for whole Shares and
      cash in lieu of any fractional Share) that, in the aggregate, are equal in
      value to the excess of the Fair Market Value of the

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      Shares that could be purchased subject to such Non-Assumed Option
      determined as of the Action Effective Date (taking into account vesting
      and/or exercisability) over the aggregate Exercise Price for such Shares;
      or

                  (ii) cash or other property equal in value to the excess of
      the Fair Market Value of the Shares that could be purchased subject to
      such Non-Assumed Option determined as of the Action Effective Date (taking
      into account vesting and/or exercisability) over the aggregate Exercise
      Price for such Shares; and/or

            (d) Unilaterally cancel such Non-Assumed Option after providing the
holder of such Option with (1) an opportunity to exercise such Non-Assumed
Option to the extent vested and/or exercisable within a specified period prior
to the date of the Change of Control, and (2) notice of such opportunity to
exercise prior to the commencement of such specified period; and/or

            (e) Unilaterally cancel such Non-Assumed Option and notify the
holder of such Option of such action, but only if the Fair Market Value of the
Shares that could be purchased subject to such Non-Assumed Option determined as
of the Action Effective Date (taking into account vesting and/or exercisability)
does not exceed the aggregate Exercise Price for such Shares.

However, notwithstanding the foregoing, to the extent that the recipient of a
Non-Assumed Option is an Insider, payment of cash in lieu of whole or fractional
Shares or shares of a successor may only be made to the extent that such payment
(1) has met the requirements of an exemption under Rule 16b-3 promulgated under
the Exchange Act, or (2) is a subsequent transaction the terms of which were
provided for in a transaction initially meeting the requirements of an exemption
under Rule 16b-3 promulgated under the Exchange Act. Unless an Option Agreement
provides otherwise, the payment of cash in lieu of whole or fractional Shares or
in lieu of whole or fractional shares of a successor shall be considered a
subsequent transaction approved by the original grant of an Option.

                                   SECTION 12.
                            AMENDMENT OR TERMINATION

      This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the approval of the stockholders of the Company (a) to
increase the number of Shares reserved under Section 3, except as set forth in
Section 10, (b) to extend the maximum life of the Plan under Section 9 or the
maximum exercise period under Section 7, (c) to decrease the minimum Exercise
Price under Section 7, or (d) to change the designation of Eligible Recipients
eligible for Options under Section 6. Stockholder approval of other material
amendments (such as an expansion of the types of awards available under the
Plan, an extension of the term of the Plan, a change to the method of
determining the Exercise Price of Options issued under the Plan, or a change to
the provisions of Section 7.2(j)) may also be required pursuant to rules
promulgated by an established stock exchange or a national market system if the
Company is, or becomes, listed or traded on any such established stock exchange
or national market system. The Board also may suspend the granting of Options
under this Plan at any time and may terminate this Plan at any time. The Company
shall have the right to modify, amend or cancel any Option after it has been
granted if (I) the modification, amendment or cancellation does not diminish the
rights or benefits of the Option recipient under the Option, (II) the
Participant consents in writing to such modification, amendment or cancellation,
(III) there is a dissolution or liquidation of the Company, (IV) this Plan
and/or the Option Agreement expressly provides for such modification, amendment
or cancellation, or (V) the Company would otherwise have the right to make such
modification, amendment or cancellation by applicable law.

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                                   SECTION 13.
                                  MISCELLANEOUS

            13.1 STOCKHOLDER RIGHTS. No Participant shall have any rights as a
stockholder of the Company as a result of the grant of an Option to him or to
her under this Plan or his or her exercise of such Option pending the actual
delivery of Shares subject to such Option to such Participant.

            13.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of an Option
to a Participant under this Plan shall not constitute a contract of employment
or a contract to perform services and shall not confer on a Participant any
rights upon his or her termination of employment or other relationship with the
Company in addition to those rights, if any, expressly set forth in the Option
Agreement that evidences his or her Option.

            13.3 WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company as a
condition precedent for the fulfillment of any Option, an amount sufficient to
satisfy Federal, state and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of this Plan and/or any action taken by a Participant with respect to an Option.
Whenever Shares are to be issued to a Participant upon exercise of an Option,
the Company shall have the right to require the Participant to remit to the
Company, as a condition of exercise of the Option, an amount in cash (or, unless
the Option Agreement provides otherwise, in Shares) sufficient to satisfy
federal, state and local withholding tax requirements at the time of such
exercise, satisfaction of conditions, or grant or substantial vesting. However,
notwithstanding the foregoing, to the extent that a Participant is an Insider,
satisfaction of withholding requirements by having the Company withhold Shares
may only be made to the extent that such withholding of Shares (1) has met the
requirements of an exemption under Rule 16b-3 promulgated under the Exchange
Act, or (2) is a subsequent transaction the terms of which were provided for in
a transaction initially meeting the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act. Unless the Option Agreement provides
otherwise, the withholding of shares to satisfy federal, state and local
withholding tax requirements shall be a subsequent transaction approved by the
original grant of an Option. Notwithstanding the foregoing, in no event shall
payment of withholding taxes be made by a retention of Shares by the Company
unless the Company retains only Shares with a Fair Market Value equal to the
minimum amount of taxes required to be withheld.

            13.4 CONSTRUCTION. This Plan shall be construed under the laws of
the State of Maryland.

                 Cole Credit Property Trust II, Inc. Option Plan
                                     Page 9