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                                                                   EXHIBIT 10.31
                             1997 Stock Option Plan



     HORIZON GROUP, INC., a Michigan corporation (the "Company"), may from time
to time on or before February 28, 2007, grant to officers (whether or not
directors) and key employees (including consultants and advisors) of the
Company and its subsidiaries (including Horizon/Glen Outlet Centers Limited
Partnership) options to purchase shares of the Company's common stock, $.01 par
value per share (the "Common Stock") (the "Plan").  Options granted under this
Plan may be either options which are intended to be incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended ("incentive stock options"), or options which are not intended to be
incentive stock options ("non-statutory options").  The aggregate number of
shares of Common Stock which may be sold to all optionees pursuant to this Plan
shall not exceed nine hundred and fifty thousand (950,000) shares.  Except as
otherwise provided for herein, selection of optionees and determination of the
form of option and the number of shares allocated to each optionee shall be
made by a committee of disinterested directors of the Company.  The purchase
price per share to be specified in any option granted pursuant to this Plan
shall be not less than the fair market value of such stock on the date such
option is granted, and may be paid in cash, in shares of Common Stock or in any
combination thereof.  The Board of Directors may provide for the exercise of
options under this Plan from time to time in installments or otherwise, and may
authorize the granting of such options upon such other terms and conditions and
for such periods up to ten years from the date of grant as it may in its
discretion determine; provided, however, that any option granted hereunder
shall not be transferable by the optionee other than by will or the laws of
descent and distribution and may be exercisable during such optionee's lifetime
only by the optionee or by such optionee's guardian or legal representative;
and further provided, however, that the aggregate fair market value (determined
at the time an option is granted) of shares with respect to which incentive
stock options are exercisable for the first time by an optionee during any
calendar year (under all incentive stock option plans of the Company and any
subsidiary corporations of the Company) shall not exceed $100,000.

     The Company may from time to time grant to the holder of any option issued
hereunder the right to elect to exercise stock appreciation rights with respect
to all or any portion of the shares subject to such option in lieu of such
option rights thereunder by surrendering the option rights as to all or such
portion of the shares as to which option rights shall at such time be
exercisable under such option, and receiving, with respect to each share as to
which option rights are so surrendered, an amount in payment equal to the
excess of the fair market value of such share on the date of surrender over the
purchase price specified for such share in the option.  Such payment may be
made in cash, in shares of Common Stock or in any combination thereof, subject,
in the case of cash, to the consent of the Company.  The number of shares of
Common Stock to be issued and delivered by the Company upon the exercise of
stock appreciation rights hereunder shall be determined by dividing the amount
of the payment to be made in the form

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of shares of Common Stock by the fair market value of a share of Common Stock
as of the date of surrender, and the value of any fractional share shall be
paid by the Company in cash.  No stock appreciation right shall, in any event,
be exercisable within six months of the date of its grant.  For purposes of
determining the aggregate number of shares of Common Stock sold to all
optionees pursuant to this Plan, each share as to which option rights have been
surrendered upon the exercise of stock appreciation rights shall be treated as
if it were a share sold under this Plan.

     At any time an optionee is required to pay to the optionee's employer an
amount required to be withheld under applicable income tax laws in connection
with the exercise of a non-statutory option, the optionee may satisfy this
obligation in whole or in part by electing (the "Election") to have the Company
withhold shares of Common Stock having a value equal to the amount required to
be withheld.  The value of the shares to be withheld shall be based on the fair
market value of such shares on the date that the amount of tax to be withheld
shall be determined ("Tax Date").  Each Election must be made prior to the Tax
Date.  The Board may disapprove of any Election or may suspend or terminate the
right to make Elections.  An Election is irrevocable.

     If the optionee is an officer or director of the Company within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, then
the Election is subject to the following additional restrictions:

     A. No Election shall be effective for a Tax Date which occurs within six
months of the grant of the option.

     B. The Election must be made either six months prior to the Tax Date or
must be made during a period beginning on the third business day following the
date of release for publication of the Company's quarterly or annual summary
statements of sales and earnings and ending on the twelfth business day
following such date.

     In the event of a stock dividend, stock split, combination or other
reduction in the number of issued shares of Common Stock, the Board of
Directors of the Company may make such adjustments in the number of unpurchased
shares subject to this Plan, the number of shares subject to options
outstanding in this Plan, the exercise price specified in options outstanding
under this Plan, and the number of shares subject to stock appreciation rights
outstanding under this Plan as it may determine to be appropriate and
equitable.  In the event of a merger, consolidation, reorganization or
dissolution of the Company, or the sale or exchange of substantially all of the
Company's assets, the rights under options and stock appreciation rights
outstanding hereunder shall terminate, except to the extent and subject to such
adjustments as may be provided by the Board of Directors of the Company or by
the terms of the plan or agreement of merger, consolidation, reorganization,
dissolution or sale or exchange of such assets.


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     The Board of Directors of the Company may, in its discretion, prescribe
such provisions and interpretations not inconsistent herewith as it shall deem
necessary or desirable for the implementation of this Plan.  The Board of
Directors of the Company may, without shareholder consent, amend this Plan;
provided, however, any amendment that would (i) materially increase the
benefits accruing to participants hereunder, (ii) materially increase the
number of shares which may be issued hereunder, or (iii) materially modify the
requirements as to eligibility for participation hereunder, must be approved by
a vote of the shareholders of the Company.