Exhibit 10.1
Form of Restricted Share Agreement



         WHEREAS,  ____________  (the "Grantee") is an executive of Great Lakes
REIT, a Maryland real estate investment trust (the "Company"); and

         WHEREAS,  the  grant  of  the  Restricted  Shares  (as  defined  in the
Company's  Amended and Restated 1997 Equity and Performance  Incentive Plan (the
"Plan")) has been  authorized by a resolution of the  Compensation  Committee of
the Board of Trustees of the Company (the  "Board") that was duly adopted on May
16, 2000;

         NOW, THEREFORE,  pursuant to the Plan, the Company hereby grants to the
Grantee ___________  Restricted Shares (such ___________ Restricted Shares being
hereinafter  referred to as the  "Restricted  Shares"),  effective as of June 1,
2000 (the "Date of Grant"),  and subject to the terms and conditions of the Plan
and the terms and conditions of this Agreement;

     1. Definitions. All capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Plan.

     2. Issuance of Shares. The Restricted Shares shall be issued to the Grantee
as soon as practicable  following the Grantee's execution and acceptance of this
Agreement,  shall be fully paid and  nonassessable and shall be represented by a
certificate or certificates  issued in the name of the Grantee and endorsed with
an appropriate legend referring to the restrictions hereinafter set forth.

     3.  Restrictions  on Transfer of Shares.  The Restricted  Shares may not be
sold,  assigned,   transferred,   conveyed,   pledged,  exchanged  or  otherwise
encumbered or disposed of by the Grantee, except to the Company, until they have
become  nonforfeitable  as provided in Section 4;  provided,  however,  that the
Grantee's  rights with respect to the  Restricted  Shares may be  transferred by
will or  pursuant  to the  laws  of  descent  and  distribution.  Any  purported
encumbrance  or  disposition  in violation of the  provisions  of this Section 3
shall be void ab initio,  and the other party to any such purported  transaction
shall not obtain any rights to or interest in the Restricted Shares. As and when
permitted  by the  Plan,  the  Company  may in its  sole  discretion  waive  the
restrictions  on  transferability  with  respect  to  all  or a  portion  of the
Restricted Shares.

     4. Vesting of Shares. (a) To the extent that they shall not have previously
become  nonforfeitable  as provided  below,  the Restricted  Shares shall become
nonforfeitable ten years from the Date of Grant (the "Vesting Period"),  subject
to the  Grantee  remaining  in the  continuous  employment  of the  Company or a
subsidiary of the Company  during the Vesting  Period.  For the purposes of this
Agreement,  the  continuous  employment  of the  Grantee  with the  Company or a
subsidiary of the Company shall not be deemed interrupted, and the Grantee shall
not be deemed to have ceased to be an employee of the Company or a subsidiary of
the Company, by reason of a leave of absence approved by the Board.

(b)      Notwithstanding the provisions of Section 4(a):

                  (i)  Some  or  all  of  the   Restricted   Shares  may  become
nonforfeitable  during the period from the Date of Grant  through and  including
December 31, 2002 (the  "Performance  Period,"  and each  December 31 during the
Performance  Period being  hereinafter  referred to as an "Early Vesting Date"),
provided  that the Grantee is still  employed by the Company or a subsidiary  of
the Company on the applicable Early Vesting Date.

                  (ii) If the Grantee ceases to be an employee of the Company or
a subsidiary  of the Company  during the Vesting  Period as the result of his or
her death or  Disability  (as  hereinafter  defined),  a ratable  portion of the
Restricted Shares that would otherwise have become  nonforfeitable at the end of
the Vesting  Period,  less any  Restricted  Shares that  previously  have become
nonforfeitable  pursuant  to Section  4(b)(i)  above,  shall vest based upon the
number of full  months  that has  elapsed  during the  Vesting  Period up to and
including  the date of such  cessation of  employment.  "Disability"  shall mean
Grantee's  permanent  disability within the meaning of the long-term  disability
plan in effect for (or applicable to) Grantee.

     5.  Determination  of  Achievement  of  Management  Objectives.  As soon as
practicable  after each Early  Vesting Date and in no event later than [90] days
thereafter,  the  Compensation  Committee of the Board shall  determine  (a) the
extent,  if any, to which the Management  Objectives for the applicable  periods
ending  on the  applicable  Early  Vesting  Date  shall  have been  achieved  in
accordance with Exhibit A which exhibit is  incorporated  herein and made a part
of this  Agreement by this reference  thereto,  and (b) the number of Restricted
Shares  (rounded down to the nearest whole share for  Performance  Years 1 and 2
and  rounded  up for  Performance  Year  3),  if any,  that  shall  have  become
nonforfeitable  as of the  applicable  Early  Vesting  Date in  accordance  with
Exhibit A.

     6. Forfeiture of Shares.  Except as and to the extent the Restricted Shares
have become  nonforfeitable  pursuant to Sections 4 and 5, the Restricted Shares
shall be forfeited by the Grantee,  if the Grantee  ceases to be employed by the
Company or a subsidiary  of the Company  prior to the tenth  anniversary  of the
Date  of  Grant,  and  the  certificate(s)  representing  Restricted  Shares  so
forfeited shall be canceled.

     7. Dividend,  Voting and Other Rights. Except as otherwise provided in this
Agreement,  from and after the Date of Grant,  the Grantee shall have all of the
rights of a shareholder  with respect to the  Restricted  Shares,  including the
right to vote the  Restricted  Shares and receive any dividends that may be paid
thereon;  provided,   however,  that  any  additional  Common  Shares  or  other
securities that the Grantee may become  entitled to receive  pursuant to a stock
dividend,  stock  split,   recapitalization,   combination  of  shares,  merger,
consolidation,  separation or  reorganization or any other change in the capital
structure  of the Company  shall be subject to the same risk of  forfeiture  and
restrictions  on transfer  as the  forfeitable  Restricted  Shares in respect of
which they are issued or transferred and shall become  Restricted Shares for the
purposes of this Agreement.

     8. Retention of Stock  Certificate(s)  by the Company.  The  certificate(s)
representing  the  Restricted  Shares  shall be held in custody by the  Company,
together  with a stock  power  endorsed  in blank by the  Grantee  with  respect
thereto,  until such  shares  have  become  nonforfeitable  in  accordance  with
Sections 4 and 5.

     9. Compliance with Law. The Company shall make reasonable efforts to comply
with all  applicable  federal  and state  securities  laws;  provided,  however,
notwithstanding any other provision of this Agreement,  the Company shall not be
obligated to issue or release from  restrictions  on transfer any Common  Shares
pursuant  to this  Agreement  if such  issuance  or  release  would  result in a
violation of any such law.

     10.  Withholding  Taxes.  If the Company or any  subsidiary  of the Company
shall be  required  to  withhold  any  federal,  state,  local or foreign tax in
connection  with any  issuance or vesting of Common  Shares or other  securities
pursuant to this  Agreement,  and the amounts  available  to the Company or such
subsidiary for such withholding are insufficient,  the Grantee shall pay the tax
or make provisions  that are  satisfactory to the Company or such subsidiary for
the  payment  thereof.  The  Grantee may elect to satisfy all or any part of any
such withholding  obligation by surrendering to the Company or such subsidiary a
portion of the Restricted Shares that become nonforfeitable  hereunder,  and the
Common Shares so surrendered  by the Grantee shall be credited  against any such
withholding  obligation  at the Market Value per Share of such Common  Shares on
the date of such surrender.

     11. No  Employment  Contract.  Nothing  contained in this  Agreement  shall
confer upon the Grantee any right with respect to  continuance  of employment by
the Company or a subsidiary  of the Company or limit or affect in any manner the
right of the Company or a subsidiary of the Company to terminate the  employment
or adjust the compensation of the Grantee.

     12.  Relation  to Other  Benefits.  Any  economic  or other  benefit to the
Grantee  under this  Agreement  or the Plan  shall not be taken into  account in
determining  any  benefits  to which  the  Grantee  may be  entitled  under  any
profit-sharing,  retirement or other benefit or compensation  plan maintained by
the  Company or a  subsidiary  of the Company and shall not affect the amount of
any  life  insurance  coverage  available  to any  beneficiary  under  any  life
insurance plan covering employees of the Company or a subsidiary of the Company.

     13.  Amendments.  Any  amendment  to the  Plan  shall  be  deemed  to be an
amendment  to this  Agreement  to the extent that the  amendment  is  applicable
hereto;  provided,  however, that no amendment shall adversely affect the rights
of the Grantee under this Agreement without the Grantee's written consent.

     14.  Severability.  In the event that one or more of the provisions of this
Agreement  shall  be  invalidated  for  any  reason  by  a  court  of  competent
jurisdiction,  any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining  provisions hereof shall continue
to be valid and fully enforceable.

     15. Relation to Plan. This Agreement is subject to the terms and conditions
of the Plan. In the event of any inconsistent  provisions between this Agreement
and the Plan, the Plan shall govern.  The Board acting  pursuant to the Plan, as
constituted  from time to time,  shall  except as otherwise  expressly  provided
herein  have the  right  to  determine  any  questions  that  arise  under  this
Agreement.

     16. Successors and Assigns. The provisions of this Agreement shall inure to
the benefit of, and be binding  upon,  the  successors,  administrators,  heirs,
legal  representatives and assigns of the Grantee and the successors and assigns
of the Company.

     17.  Notices.  Any notice to the Company  provided  for herein  shall be in
writing to the  attention of the  Corporate  Secretary at Great Lakes REIT,  823
Commerce Drive,  Oak Brook,  Illinois 60523, and any notice to the Grantee shall
be addressed  to the Grantee at his address  currently on file with the Company.
Except as otherwise  provided  herein,  any written notice shall be deemed to be
duly given if and when hand  delivered,  or five business days after having been
mailed by United States registered or certified mail, return receipt  requested,
postage  prepaid,  or three business days after having been sent by a nationally
recognized  overnight  courier  service,  addressed as aforesaid.  Any party may
change the address to which notices are to be given  hereunder by written notice
to the other  party as herein  specified,  except  that  notices  of  changes of
address shall be effective only upon receipt.

     18.  Governing  Law. The laws of the State of  [Maryland]  shall govern the
rights and  responsibilities  associated with the Restricted Shares and the laws
of the State of Illinois, without giving effect to the principles of conflict of
laws thereof, shall govern all other aspects of the interpretation,  performance
and enforcement of this Agreement.
                         [signature page follows]


<PAGE>


This Agreement is executed by the Company as of the 22nd day of June 2000.
                                                     Great Lakes REIT



                                                     By:
                                                          Name:
                                                          Title:

The  undersigned  hereby  acknowledges  receipt of an executed  original of this
Agreement and accepts the award of Restricted  Shares  granted  hereunder on the
terms and conditions set forth herein and in the Plan.


Date:    June 1, 2000



<PAGE>


                                    Exhibit A

                              Management Objectives

1. Management Objectives. The Management Objectives applicable to the Restricted
Shares for each of the years ending  December  31,  2000,  2001 and 2002 (each a
"Performance  Year") shall be based on the Company's  ranking within an index of
the levels of annual growth in funds from operations ("FFO") per share of common
stock (or other comparable interest) (the "Growth Rate") for each company in the
Company's peer group1 (the "FFO Growth Index").

     The  applicable  FFO Growth  Index  shall be arranged  in  ascending  order
beginning  with the company  with the lowest  Growth  Rate,  and ending with the
company with the highest  Growth Rate.  The company with the median  Growth Rate
shall represent the 50th percentile (the "Median").

2. Annual Growth Rate  Determination.  For Performance Year 1, the Annual Growth
Rate for the Company and each company in the Company's peer group shall be equal
to the percentage  increase in FFO per Common Share or share of common stock (or
other comparable interest), as the case may be, for the year ending December 31,
2000, over such FFO for the year ended December 31, 1999 (the "Base Year").  For
Performance  Years 2 and 3,  the  annual  Growth  Rate for the  Company  and the
Company's  peer group shall be computed based on a computation of the percentage
increase  in FFO  for  such  Performance  Year  compared  to  such  FFO  for the
immediately preceding year.

3. Cumulative  Growth Rate  Determination.  For  Performance  Years 2 and 3, the
Growth Rate for the Company and each company is the  Company's  peer group shall
be  computed on a  cumulative  basis for the two and three year  periods  ending
December 31, 2001 and 2002,  respectively,  based on the percentage  increase in
FFO per Common  Share or share of common stock (or other  comparable  interest),
for such two or three  year  period,  as the case may be,  over such FFO for the
Base Year.

4. Minimum and Target Rankings.  The following  Management  Objectives have been
established for the Company2:


--------
1 The Board shall,  in its sole  discretion,  select the companies that comprise
the  Company's  peer  group  prior  to the  conclusion  of  Performance  Year 1.
Thereafter,  the Board may make  appropriate  modifications to the peer group to
reflect changes in the operations of the Company or other companies.

2 For the purpose of  determining  the Company's  achievement of the Minimum and
Target Milestones, with a ten company peer group, the Company's Growth Rate must
exceed that of the sixth  ranked  company,  and must equal or exceed that of the
third ranked company,  respectively. In the event the number of companies in the
peer group  changes  the Board  shall  make  appropriate  modifications  to this
specification.
<PAGE>
           Milestones              Company's Ranking Within the FFO Growth Index

       Minimum Milestone:          Greater than or equal to the Median and less
                                   than the 75th percentile
       Target Milestone:           Greater than or equal to the 75th percentile.

5. Performance-Based Vesting. On each Early Vesting Date, up to one-third of the
total number of Restricted  Shares,  (rounded down to the nearest whole share in
Years 1 and 2 and rounded up in Year 3) (the "Annual Maximum  Earn-Out  Amount")
may become vested and nonforfeitable,  depending on whether the Target Milestone
for such year is achieved or whether the Minimum  Milestone  (but not the Target
Milestone) for such year is achieved. In addition, in Performance Years 2 and 3,
any Restricted  Shares which could have become vested and  nonforfeitable  on or
before the  applicable  Early  Vesting Date but for the fact that an  applicable
Milestone  was not  achieved  previously  may become  vested and  nonforfeitable
depending on whether the Target Milestone or Minimum Milestone has been achieved
on a cumulative basis as computed pursuant to paragraph 3 above.

(a) Achievement of Target Milestone. If the Target Milestone is achieved for any
Performance  Year, 100 percent of the applicable  annual Maximum Earn-Out Amount
will become vested and nonforfeitable.  In addition, with respect to Performance
Years 2 and 3, if the  applicable  Target  Milestone is achieved on a cumulative
basis, any Restricted  Shares which could have become vested and  nonforfeitable
on or  before  the  applicable  Early  Vesting  Date  but for the  fact  that an
applicable   Milestone  was  not  achieved  previous  shall  become  vested  and
nonforfeitable.

(b) Achievement of Minimum  Milestone but Not Target  Milestone.  If the Minimum
Milestone is achieved for any  Performance  Year,  but the Target  Milestone for
such Performance  Year is not achieved,  one-half of the annual Maximum Earn-Out
Amount will become  vested and  nonforfeitable.  In  addition,  with  respect to
Performance  Years 2 and 3, if the Minimum Milestone is achieved on a cumulative
basis but the applicable  cumulative Target Milestone is not achieved,  one-half
of the aggregate of (1) any Restricted Shares which previously became vested and
nonforfeitable  and (2) any Restricted Shares which could have become vested and
nonforfeitable  on or before the applicable  Early Vesting Date but for the fact
that an applicable Milestone was not achieved previously shall become vested and
nonforfeitable.

6. By way of example and not as a limitation,  if in Performance  Years 1 and 2,
the Company did not achieve the Median in FFO growth on an annual or  cumulative
basis, no Restricted Shares would vest on the first two Early Vesting Dates. If,
in  Performance  Year 3, the  Company's FFO growth for the year placed it in the
90th percentile,  one-third on the total Restricted Shares would vest and become
nonforfeitable.  In  addition,  if the  Company's  FFO growth for the three year
period  ending  December  31,  2002  placed the  Company in the 70th  percentile
compared to its peer  group,  then an  additional  one-sixth  of the  Restricted
Shares would vest and become  nonforfeitable  (i.e.,  one-half of all Restricted
Shares less the one-third that vested in connection with the annual  performance
for Performance Year 3).