Exhibit 10.7
                             GREAT LAKES REIT, INC.
                                STOCK OPTION PLAN
                            FOR INDEPENDENT DIRECTORS

         As of this date, November 18, 1997, Great Lakes REIT, Inc.  ("Company")
hereby  amends and  restates  the Great Lakes REIT,  Inc.  Stock Option Plan for
Independent  Directors (the "Plan")  originally  established on July 2, 1992 and
amended from time to time  thereafter,  effective with respect to members of the
Board  of  Directors  who  are  not  employees  of  the  Company   ("Independent
Directors")

         1.  Statement  of Purpose The  purpose of the Plan is to benefit  Great
Lakes REIT, Inc. (the "Company")  through the maintenance and development of the
Company's  management  and capital base by offering the directors of the Company
who are not affiliated with the Company ("Independent Directors") an opportunity
to become  holders of stock in the  Company  over a period of years  through the
grant of options (hereafter "Options"), thereby giving the Independent Directors
a stake  in the  growth  and  prosperity  of the  Company  and  encouraging  the
continuance of the Independent Director's services to the Company.

         2.  Administration  Except as otherwise noted herein, the Plan shall be
administered  by  the  Company's   Board  of  Directors  (the  "Board"),   whose
interpretation  of the  terms  and  provisions  of the Plan  shall be final  and
conclusive.  No such  member of the Board shall be liable for any such action or
determination  made in good faith with respect to the Plan or any Option granted
thereunder.  Members of the Board who are either  eligible  for  Options or have
been granted Options may vote on any matters affecting the administration of the
Plan or the grant of any Options  pursuant to the Plan including the granting of
an Option to  himself.  Any such member may also be counted in  determining  the
existence  of a quorum at any meeting of the Board  during which action is taken
with respect to the granting of Options to him.

         3. Eligibility  Options shall be granted  hereunder only to Independent
Directors,  however, this limitation shall not operate to limit the right of the
Company to grant options to other individuals pursuant to other plans.

         4.  Granting of Options The Board may grant  options under which shares
of the common stock of the Company may be purchased from the Company, subject to
adjustment  as provided in  Paragraph  13.  Options  granted  under the Plan are
intended not to be treated as incentive stock options as defined in Section 422A
of the Internal Revenue Code of 1986 as amended (the "Code").  Shares subject to
the options  will be shares of the  Company's  authorized  but  unissued  Common
Stock,  $.01 par  value,  or  treasury  shares of such class  reacquired  by the
Company. The number of shares granted Independent  Directors shall be determined
according to the terms of resolutions adopted by the Board.

         5. Failure to Exercise Option In the event that an Option expires or is
terminated or canceled  unexercised as to any shares,  such released  shares may
again be optioned  (including a grant in  substitution  for a canceled  Option).
Shares  subject to options may be made  available  from  unissued or  reacquired
shares of common stock.

         6. Service  Continuation Nothing contained in the Plan or in any Option
granted pursuant  thereto shall confer upon the Independent  Directors any right
to be continued in the service of the Company,  or interfere in any way with the
right of the Company Shareholders to remove the Independent Directors subject to
the terms of the Company's Charter.



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         7. Option Price The option price of any Options  granted to Independent
Directors hereunder subject to the provisions of Paragraph 13, shall be the Fair
Market Value of the shares of Company  common stock at the end of each  calendar
year.  For the purpose of this Plan "Fair Market Value" shall mean:  (i) the Net
Asset Value of a Share as last determined by the Board, or (ii) if the shares of
the Company  have been listed on a national or regional  market,  the average of
the highest sales price per share of the Company's  common shares on such market
or exchange on each of the five trading days immediately  preceding the relevant
date.

         8. Duration of Options,  Increments, and Extensions All Options granted
under the Plan shall be evidenced by written  Option  certificates  signed by an
officer of the Company.  Any term or condition of any Option  granted  hereunder
which  the  Board  is  empowered  to  establish  may be  determined  through  an
appropriate  provision in the form of written Option certificate  evidencing the
grant. Such certificates shall comply with and be subject to the following terms
and  conditions  which  are  expressly  a part  of  this  Plan.  Subject  to the
provisions  of Paragraph 9 hereof,  each Option  granted  Independent  Directors
shall be for terms of ten (10) years. Subject to the foregoing,  all or any part
of the shares to which the right to purchase has accrued may be purchased at the
time of such  accrual  or at any  time or times  thereafter  during  the  option
period. Until all conditions regarding the exercise of any Option are satisfied,
no right to vote or receive  dividends or other rights  granted to  stockholders
shall exist with respect to optioned  shares.  No adjustment  will be made for a
dividend  or other  rights  for which the  record  date is prior to the date the
stock Option is effectively exercised, except as provided in the Plan.

         9.  Consequence of Change in Control For purposes of this Plan the term
"Change in Control" shall mean the occurrence,  at any time during the specified
term of an Option granted under the Plan, of any of the following events:

         (a) The Company is merged or consolidated  or reorganized  into or with
another  corporation  or other  legal  person,  and as a result of such  merger,
consolidation  or  reorganization  less than a majority of the  combined  voting
power  of  the  then-outstanding   securities  of  such  corporation  or  person
immediately  after such  transaction are held in the aggregate by the holders of
Common Shares immediately prior to such transaction;

         (b) The Company sells or otherwise  transfers all or substantially  all
of its assets to any other  corporation  or other legal person,  and less than a
majority of the combined voting power of the then-outstanding securities of such
corporation  or person  immediately  after such sale or  transfer is held in the
aggregate  by the  holders of Common  Shares  immediately  prior to such sale or
transfer;

         (c) There is a report filed on Schedule  13D or Schedule  14D-1 (or any
successor  schedule,  form or  report),  each  as  promulgated  pursuant  to the
Exchange  Act,  disclosing  that any  person  (as the term  "person"  is used in
Section  13(d)(3)  or  Section  14(d)(2)  of the  Exchange  Act) has  become the
beneficial owner (as the term "beneficial  owner" is defined under Rule 13d-3 or
any  successor  rule  or  regulation  promulgated  under  the  Exchange  Act) of
securities representing 20% or more of the Voting Power;

         (d) The Company files a report or proxy  statement  with the Securities
and Exchange  Commission  pursuant to the Exchange Act disclosing in response to
Form 8-K or  Schedule  14A (or any  successor  schedule,  form or report or item
therein)  that a change in control of the  Company  has or may have  occurred or
will or may  occur in the  future  pursuant  to any  then-existing  contract  or
transaction; or

         (e) If during any period of two consecutive  years,  individuals who at
the beginning of any such period  constitute  the directors of the Company cease
for any reason to constitute at least a majority


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thereof,  unless the election,  or the  nomination for election by the Company's
stockholders,  of each director of the Company first elected  during such period
was approved by a vote of at least  two-thirds  of the  directors of the Company
then still in office who were  directors of the Company at the  beginning of any
such period.

         Notwithstanding  the  foregoing  provisions  of  Section  11(c) and (d)
above,  a "Change in Control"  shall not be deemed to have occurred for purposes
of this Plan (i) solely  because (A) the Company;  (B) a Subsidiary;  or (C) any
Company-sponsored  employee stock ownership plan or other employee  benefit plan
of the  Company  either  files or  becomes  obligated  to file a report or proxy
statement  under or in response to Schedule  13D,  Schedule  14D-l,  Form 8-K or
Schedule 14A (or any successor  schedule,  form or report or item therein) under
the Exchange Act, disclosing  beneficial  ownership by it of shares,  whether in
excess of 20% of the Voting Power or otherwise,  or because the Company  reports
that a change of control of the Company has or may have  occurred or will or may
occur in the  future by  reason  of such  beneficial  ownership  or (ii)  solely
because of a change in control of any Subsidiary.

         Notwithstanding  any other provisions in the Plan, during the period of
thirty (30) days after any Change in Control, an Independent  Director (or other
person  entitled to exercise an Option  granted under the Plan) (in either case,
the "Optionholder") shall have the right to require the Company to purchase from
him any  Option  granted  under the Plan at a  purchase  price  equal to (1) the
excess of the Fair Market  Value per share as of the date of the notice over the
option  price (2)  multiplied  by the number of Option  shares  specified by the
Optionholder  for purchase in a written notice to the Company,  attention of the
Secretary.  The amount payable to each  Optionholder  by the Company shall be in
cash or by  certified  check and shall be  reduced by any taxes  required  to be
withheld.

         10. Exercise of Option (a) An Option may be exercised by giving written
notice to the Company,  attention  of the  Secretary,  specifying  the number of
shares to be purchased, accompanied by the full purchase price for the shares to
be purchased  either in cash,  by check,  or by shares of the  Company's  common
stock or by a  combination  of these methods of payment.  For this purpose,  the
share value of the Company's  common stock shall be the fair market value on the
date of exercise as defined above.

                  (b) At the time of any  exercise  of any  Option,  the Company
may, if it shall determine it necessary or desirable for any reason, require the
Optionholder (or his heirs,  legatees, or legal representative,  as the case may
be) as a  condition  upon the  exercise  thereof,  to deliver  to the  Company a
written   representation  of  present  intention  to  purchase  the  shares  for
investment  and  not for  distribution.  In the  event  such  representation  is
required  to be  delivered,  an  appropriate  legend  may be  placed  upon  each
certificate  delivered to the  Optionholder  upon his exercise of part or all of
the Option.

                  (c) Each Option shall also be subject to the requirement that,
if at any time the Company  determines,  in its  discretion,  that the  listing,
registration  or  qualification  of the shares  subject  to the Option  upon any
securities  exchange  or under any  state or  Federal  law,  or the  consent  or
approval of any  governmental  regulatory  body is  necessary  or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
the  Option  may not be  exercised  in whole  or in part  unless  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained free of any conditions not acceptable to the Company.

                  (d) At the time of the  exercise of any Option the Company may
require,  as a condition of the exercise of such Option, the Optionholder to pay
the Company an amount equal to the amount of the tax the Company may be required
to withhold to obtain a deduction for Federal income tax purposes as a result of
the exercise of such Option by the Optionholder.


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         11. Exercise After Retirement or Dismissal of an Independent  Director.
The retirement, "removal", or failure of an Independent Director to be reelected
to the Board of  Directors  shall  not  effect  the  Options  that were  granted
hereunder  previous  to such  event,  unless an  Independent  Director  has been
removed from the Board of Directors  by a vote of the  shareholders  "for cause"
under the Company's  ByLaws,  in which event the term of any Options  previously
granted the  Independent  Director shall toll, and all rights to purchase shares
pursuant thereto must be exercised within six months from such date.





         12.  Transferability  of Options The Options shall not be  transferable
except:  (i) to an  Independent  Director's  employer  or an  affiliate  of such
employer,  (ii) to one or more trusts  established solely for the benefit of one
or  more  members  of the  Independent  Director's  family  or to  one  or  more
partnerships  in  which  the  only  partners  are  members  of  the  Independent
Director's family or to another entity  established by the Independent  Director
for  estate  planning  purposes,  or (iii) by will or the  laws of  descent  and
distribution. Independent Director or his/her assignee shall provide the Company
written notice of any such transfer,  and any such transfer shall not effect the
conditions of the exercise of the Option except as otherwise noted herein.

     13.  Adjustment  The  number of shares  subject  to the Plan and to Options
granted under the Plan shall be adjusted as follows:

                  (a) in the event that the Company's  outstanding  common stock
is changed by any stock  dividend,  stock split or  combination  of shares,  the
number of shares subject to the Plan and to Options granted  thereunder shall be
proportionately adjusted;

                  (b)   in  the   event   of  any   merger,   consolidation   or
reorganization of the Company with any other corporation or corporations,  there
shall be substituted, on an equitable basis as determined by the Board, for each
share of common  stock  then  subject  to the Plan,  whether  or not at the time
subject to outstanding  Options, the number and kind of shares of stock or other
securities  to which the holders of common stock of the Company will be entitled
pursuant to the transaction; and

                  (c)  in  the  event  of  any  other  relevant  change  in  the
capitalization  of the  Company,  the  Board  shall  provide  for  an  equitable
adjustment  in the number of shares of common  stock  then  subject to the Plan,
whether or not then  subject to  outstanding  Options.  In the event of any such
adjustment the purchase price per share shall be proportionately adjusted.

         14.  Director  Indemnification  In  addition  to such  other  rights of
indemnification  as they have as  directors  or as  members  of the  Board,  the
members of the Board making determinations hereunder shall be indemnified by the
Company against the reasonable expenses,  including attorney's fees actually and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  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 or any Option  granted  thereunder,  and  against  all
amounts paid by them in  settlement  is approved by  independent  legal  counsel
selected by the Company or paid by them in  satisfaction  of a judgement  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  director is
liable for negligence or misconduct in the  performance of his duties;  provided
that  within  sixty  (60) days after  institution  of any such  action,  suit or
proceeding, a director shall, in writing, offer the Company the opportunity,  at
its own expense, to hand the defend the same.


<PAGE>




         15.  Amendment of Plan The Board may amend or  discontinue  the Plan at
any time.  However,  no such  amendment  or  discontinuance  shall (a) change or
impair any Option previously  granted,  without the consent of the Optionholder,
(b) change the minimum  purchase  price,  or (c) change the  limitations  on the
option period or increase the time limitations on the grant of Options.

     16.  Effective  Date  The Plan  became  effective  on July 2,  1992 and was
previously amended as of December 5, 1996.

IN  WITNESS  WHEREOF,  this  Stock  Option  Plan  has been  adopted  by the duly
authorized directors of the Company on the date above written.



By:       /s/ Richard L. Rasley
         Richard L. Rasley, Secretary




<PAGE>




                             GREAT LAKES REIT, INC.
          NON-QUALIFIED STOCK OPTION CERTIFICATE / INDEPENDENT DIRECTOR

         This is to certify that on this day of , 19 , Great Lakes REIT, Inc., a
Maryland corporation (the "Company"), pursuant to the amended and restated Great
Lakes  REIT,  Inc.  Stock  Option  Plan  (the  "Plan"),  hereby  grants  to (the
"Director") an option to purchase
            shares of its common stock, par value $.01 per share, upon the terms
and  conditions set forth herein.  The Director and other  individual to whom an
option or any portion  thereof has been granted or transferred  hereunder may be
referred to herein as the "Optionholder" as necessary.

         1.       The purchase price, payable upon exercise of the option, shall
be $     per share, subject to adjustment as provided in paragraph 6 below.

         2.       The exercise of the option shall be subject to the following
conditions:

                  (a) The option  shall become  exercisable  with respect to the
total number of shares subject to the option  immediately  after the date of the
grant.  The Board  administering  the Plan may in its discretion  accelerate the
exercisability  of the option  subject to such terms and  conditions as it deems
necessary and  appropriate.  All or any part of the shares with respect to which
the right to purchase  has accrued may be  purchased at the time of such accrual
or at any time or times thereafter during the option period.

                  (b) The option may be  exercised by giving  written  notice to
the Company,  attention of the Secretary,  specifying the number of shares to be
purchased, accompanied by the full purchase price for the shares to be purchased
either in cash or by check or by shares of the  Company's  common  stock or by a
combination  of such  methods of  payment.  At the time of any  exercise  of the
option, the Company may, if it shall determine it necessary or desirable for any
reason,   require   the   Optionholder   (or  his  heirs,   legatees   or  legal
representative, as the case may be) as a condition upon the exercise thereof, to
deliver to the Company a written representation of present intention to purchase
the  shares  for  investment  and  not  for  distribution.  In  the  event  such
representation is required to be delivered,  an appropriate legend may be placed
upon each certificate delivered to the Optionholder upon his exercise of part or
all of the  option and a stop  transfer  order may be placed  with the  transfer
agent. The option shall also be subject to the requirement  that, if at any time
the Company  determines,  in its discretion,  that the listing,  registration or
qualification  of the shares subject to the option upon any securities  exchange
or  under  any  state  or  Federal  law,  or  the  consent  or  approval  of any
governmental  regulatory body is necessary or desirable as a condition of, or in
connection with, the issue or purchase of shares thereunder,  the option may not
be   exercised  in  whole  or  in  part  unless  such   listing,   registration,
qualification,  consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company.

         3. The term of the option is ten (10) years,  but is subject to earlier
expiration as provided in paragraph 5. The option is thus not exercisable to any
extent after the expiration of ten (10) years from the date of this stock option
certificate,  or after any earlier  expiration date that may be applicable under
the terms of  paragraph  5, unless the Board  extends the term of the option for
such additional  period as the Board, in its  discretion,  determines,  provided
that in no event shall the aggregate option period,  including the original term
of the option and any extensions thereof, exceed ten (10) years.

         4. The options shall not be transferable  except: (i) to an Independent
Director's employer or an affiliate of such employer, (ii) to one or more trusts
established  solely for the  benefit of one or more  members of the  Independent
Director's  family or to one or more partnerships in which the only partners are
members of the Independent  Director's  family,  or (iii) by will or the laws of
descent and distribution.


<PAGE>



Independent  Director or his/her  assignee  shall  provide  the Company  written
notice  of any such  transfer,  and any  such  transfer  shall  not  effect  the
conditions of the exercise of the Option except as otherwise  noted herein or in
the Plan.

         5. In the event the Director is removed  "for cause"  under  Article II
Section 13 of the  Company's  By-Laws the term of any option  granted  hereunder
shall toll, and all rights to purchase shares pursuant thereto must be exercised
within six months from the termination date.

         6. The  number of shares  subject to the option  shall be  adjusted  as
follows: (a) in the event that the Company's outstanding common stock is changed
by any stock  dividend,  stock  split or  combination  of shares,  the number of
shares subject to the option shall be proportionately adjusted; (b) in the event
of any merger,  consolidation  or  reorganization  of the Company with any other
corporation or corporations, there shall be substituted on an equitable basis as
determined  by the Board for each  share of common  stock  then  subject  to the
option,  the number and kind of shares of stock or other securities to which the
holders  of  common  stock  of the  Company  will be  entitled  pursuant  to the
transaction;  and  (c)  in  the  event  of  any  other  relevant  change  in the
capitalization  of the  Company,  the  Board  shall  provide  for  an  equitable
adjustment  in the number of shares of common  stock then subject to the option.
In the  event  of such  adjustment,  the  purchase  price  per  share  shall  be
proportionately adjusted.

         7.  Notwithstanding any other provisions in the Plan, during the period
of thirty (30) days after any "change in control" each  Optionholder  shall have
the right to require the Company to purchase  from him any option  granted under
the Plan and held by him at a  purchase  price  equal to (a) the  excess  of the
"Fair Market Value per share" (as defined in the Plan) over the option price (b)
multiplied  by the number of option  shares  specified  by him for purchase in a
written notice to the Company, attention of the Secretary. The amount payable to
each  Optionholder  by the Company  shall be in cash or by  certified  check and
shall be reduced by any taxes required to be withheld.

         8.       The granting of this option shall not modify in any way the
terms and conditions of the Directory Agreement (if any).

         9. The  Optionholder(s)  shall not have any rights of shareholders with
respect to the  shares  subject to the  option  until such  shares are  actually
issued upon exercise of the option.


         IN WITNESS  WHEREOF,  this  instrument  has been  executed  by the duly
authorized officer of the Company on the date above written.


Great Lakes REIT, Inc.



By:                                                , Secretary
         Richard L. Rasley