Exhibit 10.9

                       (MODEL) CHANGE IN CONTROL AGREEMENT

         This  Agreement  between  GREAT LAKES REIT INC.,  (the  "Company")  and
RICHARD A. MAY ("Executive"),  is made as of the 20th day of November,  1997 and
supercedes the Change in Control  Agreement  between the parties dated as of the
24th day of September, 1996.

                                    RECITALS:

     A. The Company  wishes to attract and retain  well-qualified  executive and
key  management  personnel  and  to  assure  itself  of  the  continuity  of its
management.

     B.  Executive  is an officer or other key  executive  of the  Company  with
significant  management   responsibilities  in  the  conduct  of  the  Company's
business.

     C. The Company  recognizes  that  Executive  is a valuable  resource of the
Company  and the  Company  desires to be assured of the  continued  services  of
Executive.

         D. In the regular  course of his  employment by the Company,  Executive
acquires significant confidential information about the suburban office building
market,  including but not limited to leasing  patterns and trends,  acquisition
and disposition prospects, and sources of capital.

         E. The Company is concerned that in a possible change in control of the
Company, Executive may have concerns about the continuation of employment status
and  responsibilities  and  may  be  approached  by  others  offering  competing
employment;  the Company  therefore desires to provide Executive with assurances
as to the continuation of employment status and responsibilities in such event.

         F. The Company  further  desires to assure that if a possible change in
control arises and Executive is involved in  deliberations  or  negotiations  in
connection  with it,  Executive  will be in a secure  position to  consider  and
participate  in such a transaction  as  objectively  as possible and in the best
interests of the Company;  the Company  therefore  desires to protect  Executive
from any direct or implied threat to his financial well-being.

         G.  Executive  is willing to continue to serve as an  Executive  of the
Company and to make certain  covenants with the Company,  but Executive  desires
assurance  that in the event of a change in control he will continue to have the
employment  compensation,  benefits,  and  responsibilities  he could reasonably
expect absent such event,  and that, in the event such is not possible,  he will
have fair and reasonable severance protection.


         NOW,  THEREFORE,  it is hereby  agreed by and  between  the  parties as
follows:

         1.       Operation of Agreement.

                  (a) The "effective date of this  Agreement"  shall be the date
on which a change in control of the Company (as  described in Section 3) occurs.
Until  there is a change in control of the  Company as defined in Section 3, the
Company will continue to employ  Executive as an employee at will, and Executive
hereby  acknowledges that he is an employee at will of the Company.  The Company
will have no  obligation  hereunder,  if the  employment  of Executive  with the
Company terminates prior


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to a change in control of the Company.  Executive  will have no right on account
of this  Agreement to be retained in the employ of the Company or to be retained
in any particular position in the Company,  unless and until a change in control
of the Company has occurred.

                  (b) For the  period  commencing  on the  date of a  change  in
control of the Company  and ending on the last day of the month in which  occurs
the second  anniversary of the change in control of the Company (the "Employment
Period"), the Company hereby agrees to continue to employ Executive.  During the
Employment  Period,  Executive  shall  exercise such  authority and perform such
responsibilities  as are  commensurate  with the authority  being  exercised and
duties being performed by Executive  immediately  prior thereto,  which services
shall be performed  at the location  where  Executive  was employed  immediately
prior there or at such other  location as the  Company may  reasonably  require;
provided, however, that Executive shall not be required to accept any such other
location  that  Executive  deems  unreasonable  in the  light  of  his  personal
circumstances.  Executive  agrees  that  during the  Employment  Period he shall
faithfully  and  efficiently  devote his full business time  exclusively  to the
responsibilities and duties to the Company.

         2.     Non-competition, Confidentiality and Nonsolicitation Covenants.

                  (a) If there is a  Termination  (as  defined  in Section 5) of
Executive's  employment  with  the  Company,  Executive  shall  not  during  the
Employment Period, without the written consent of the Company,  engage, directly
or indirectly,  in any business  enterprise  ("Competitor")  which is (a) in the
business (in whole or in part) of investing in suburban  office  building (b) in
any geographic  metropolitan market in which the Company was competing as of the
date of the  termination  of Executive's  employment;  provided,  however,  that
Executive shall be permitted to acquire a stock or other ownership interest in a
Competitor  provided such stock or other  ownership  interest is publicly traded
and the stock or other ownership interest is not more than 1% of the outstanding
shares or other ownership  interest of such  Competitor.  Executive  agrees that
this limited  period of  non-competition  is reasonable and necessary to protect
the Company's legitimate business interests.

                  (b) If there is a Termination of Executive's  employment  with
the Company,  he will not during the Employment Period and thereafter divulge or
appropriate  to his own use or the use of  others  any  secret  or  confidential
information pertaining to the business of the Company or any of its subsidiaries
obtained  during  employment  by the  Company,  it being  understood  that  this
obligation  shall  not  apply  when and to the  extent  any of such  information
becomes  publicly known or available  other than because of  Executive's  act or
omission.

                  (c) If there is a Termination of Executive's  employment  with
the  Company,  Executive  will not during the  Employment  Period,  directly  or
indirectly,  solicit  or hire any key  employee  of the  Company,  assist in the
solicitation or hiring or such a key employee by any other person,  or encourage
any such key employee to terminate his employment with the Company.

     3. Change in Control.  A "Change in Control"  shall mean if at any time any
of the following events shall have occurred:

         (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;



<PAGE>




         (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  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,  (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.

     4. Compensation and Benefits. During the Employment Period, Executive shall
receive the following compensation and benefits:

                  (a) Executive shall receive an annual base salary which is not
less than the  highest  monthly  base salary  paid to  Executive  by the Company
during the twelve-month  period  immediately prior to the effective date of this
Agreement, with the opportunity for increases from time to time thereafter which
are in accordance with the Company's regular executive compensation practices.

                  (b) Executive shall be eligible to participate on a reasonable
basis, and to continue his existing  participation in, annual  incentive,  stock
option,  restricted  stock,  long-term  incentives,   and  any  other  incentive
compensation  plans  which  provide  opportunities  to receive  compensation  in
addition to annual base salary, to the extent of the  opportunities  provided by
the Company for executives with comparable duties or level of responsibility and
authority.




<PAGE>




                  (c) Executive  shall be entitled to receive and participate in
salaried  employee  benefits  and  perquisites  (including,  but not limited to,
medical,  life, accident insurance,  disability benefits,  savings plan, welfare
benefit, and retirement plan  participation),  which are the greater of: (i) the
employee  benefits and  perquisites  provided by the Company to executives  with
comparable  duties,  or (ii) the  employee  benefits  and  perquisites  to which
Executive was entitled or in which Executive participated at any time during the
120-day period immediately prior to the effective date of this Agreement.

         5. Termination.  The term  "Termination"  shall mean termination of the
employment  of  Executive  with the  Company  after a change in  control  of the
Company and prior to the  expiration of the  Employment  Period,  for any reason
other than death,  disability (as defined below),  cause (as defined below),  or
voluntary resignation (as defined below).

                  (a) The term "disability"  means physical or mental incapacity
qualifying  Executive for  long-term  disability  under the Company's  long term
disability plan.

                  (b) The term  "cause"  means:  (i) the willful  and  continued
failure of Executive to substantially perform his duties with the Company (other
than any  failure  due to  physical  or mental  incapacity)  after a demand  for
substantial  performance  is delivered  to him by the Board of  Directors  which
specifically  identifies  the  manner  in which the  Board  believes  he has not
substantially  performed  his  duties,  or (ii)  willful  misconduct  or willful
illegal conduct which is materially  injurious to the Company. No act or failure
to act by Executive shall be considered  "willful"  unless done or omitted to be
done not in good faith and without reasonable belief that the action or omission
was in the best  interests of the  Company.  The  unwillingness  of Executive to
accept  any or all of a change  in the  nature  or scope of  duties  or level of
responsibility and authority,  a reduction in total compensation or benefits,  a
relocation Executive deems unreasonable in light of his personal  circumstances,
or other  action by or at the request of the  Company in respect of  Executive's
position,  authority,  or responsibility that he reasonably deems to be contrary
to this  Agreement,  may not be  considered  by the Board of  Directors  to be a
failure to perform, misconduct or illegal conduct by Executive.  Notwithstanding
the foregoing,  Executive  shall not be deemed to have been terminated for cause
for purposes of this Agreement  unless and until there shall have been delivered
to Executive a copy of a resolution, duly adopted by a vote of three-quarters of
the entire  Board of  Directors  of the Company at a meeting of the Board called
and held (after  reasonable notice to Executive and an opportunity for Executive
and his  counsel to be heard  before the Board) for the  purpose of  considering
whether Executive has been guilty of such a willful failure to perform,  or such
willful  misconduct  or illegal  conduct,  as  justifies  termination  for cause
hereunder,  finding that in the good faith  opinion of the Board,  Executive has
been guilty thereof and specifying the particulars thereof.

                  (c) The resignation of Executive  shall be deemed  "voluntary"
if it is for any reason  other than one or more of the  following,  each a "good
reason":

                           (i)      Executive's resignation or retirement is
requested by the Company other than for cause;

                           (ii)     any significant change in the nature or
scope of Executive's duties or level of authority and  responsibility  from
those  described in Section 3;  provided, however,  that a change  in job title
or in the name of the  office or  position held shall not be deemed a
"significant change", nor shall it be deemed a factor in any  determination of
whether there has been a "significant  change",  within the meaning of this
Section 5(c)(ii);



<PAGE>




     (iii) any reduction in Executive's total compensation or benefits from that
provided in Section 4, if that reduction in  compensation  or benefits is unique
to  Executive  and is not  part  of a  reduction  in  compensation  or  benefits
applicable to substantially all of the Company's employees;

     (iv) a breach  by the  Company  of any  other  material  provision  of this
Agreement; or

     (v) a reasonable  determination  by Executive that, as a result of a change
in control of the Company and a change in circumstances thereafter significantly
affecting  his  position,  Executive  is unable to exercise  the  authority  and
responsibility  described in Section 3; provided,  however, that a change in job
title or in the name of the office or position  held shall not be deemed to be a
change in circumstances  "significantly affecting" his position, nor shall it be
deemed a factor in any determination of either whether the Executive's  position
has been  significantly  effected,  or  whether  he is  unable to  exercise  the
authority and responsibility described in Section 3.

                  (d)  Termination  that entitles  Executive to the payments and
benefits  provided in Section 6 shall not be deemed or treated by the Company as
the   termination   of   Executive's   employment  or  the   forfeiture  of  his
participation,  award, or eligibility  for the purpose of any plan,  practice or
agreement of the Company referred to in Section 4.

     6. Termination  Payments and Benefits.  In the event of a Termination,  the
Company shall pay to Executive  the  following  cash payments when such payments
would  otherwise  have been paid in the  regular  course of  business  as if the
Termination did not occur:

                  (a) base salary and all other  benefits due Executive as if he
had remained an employee pursuant to this Agreement through the remainder of the
month in which Termination occurs,  less applicable  withholding taxes and other
authorized payroll deductions;

                  (b) the  amount  equal to the  target  cash  bonus  and  other
incentive awards for Executive under the Company's annual incentive compensation
plan for the fiscal year in which Termination occurs,  reduced pro rata for that
portion of the  fiscal  year not  completed  as of the end of the month in which
Termination occurs; provided,  however, that if Executive has deferred his award
for such year under the plan, the payment due Executive under this paragraph (b)
shall be paid in accordance with the terms of the deferral;

                   (c)     other unpaid compensation and vacation pay; and

                   (d)     a severance allowance equal to the sum of the
following:

                           (i)      an amount equivalent to twice his annual
base salary at the rate in effect immediately prior to Termination, less any
sums paid to Executive by the Company as base salary for the Employment Period
through the end of month in which the Termination occurred; plus

                           (ii)     an amount equivalent to twice the average
annual incentive compensation received by Executive for the three fiscal years
immediately prior to the fiscal year in which  Termination  occurs,  less any
sums paid to the  Executive by the Company as incentive  compensation for the
Employment  Period through the end of the month in which the termination
occurred.

In addition to the  foregoing,  the Company  shall pay or  otherwise  provide to
Executive all of the following:


<PAGE>




                  (e) During the remainder of the Employment  Period,  Executive
shall  continue  to be deemed and  treated  as an  eligible  employee  under the
provisions  of  all  stock  option,   restricted   stock,  and  other  incentive
compensation  plans of the Company under which  Executive held options or awards
or in  which  Executive  participated  at the  time of  Termination,  and he may
exercise  options and  rights,  and shall  receive  payments  and  distributions
accordingly.

                  (f) During the remainder of the Employment  Period,  Executive
shall  continue to  participate  in and be entitled to all benefits and credited
service  for  benefits  under  the  benefit  plans,  programs  and  arrangements
described  in Section  4(c) as if he  remained  employed  by the  Company at the
compensation levels referred to in this Section 6 during such period, exclusive,
however, of disability benefits.

                  (g) Section 4 shall be applicable in determining  the payments
and benefits due Executive under this Section 6, and if Termination occurs after
a reduction in all or any part of Executive's  total  compensation  or benefits,
the severance allowance and other compensation and benefits payable to Executive
pursuant to this Section 6 shall be based upon  compensation and benefits before
the reduction.

                  (h) If any provision of this Section 6 cannot,  in whole or in
part,  be  implemented  and  carried  out  under  the  terms  of the  applicable
compensation,  benefit,  or other plan or  arrangement  of the  Company  because
Executive  has ceased to be an actual  employee of the  Company,  because he has
insufficient  or reduced  credited  service based upon actual  employment by the
Company,  because the plan or arrangement  has been  terminated or amended after
the  effective  date of this  Agreement,  or for any other  reason,  the Company
itself shall pay or otherwise  provide the equivalent of such rights,  benefits,
and credits for such benefits to Executive,  his dependents,  beneficiaries  and
estate.

                  (i) The Company's  obligation under this Section 6 to continue
to pay or provide  health  care and life and  accident  insurance  to  Executive
during the remainder of the  Employment  Period shall be reduced when and to the
extent  any of such  benefits  are paid or  provided  to  Executive  by  another
employer,  provided that Executive shall have all rights afforded to retirees to
convert group  insurance  coverage to individual  coverage as, to the extent of,
and  whenever  Executive's  group  insurance  coverage  under this  Section 6 is
reduced or expires.

                  (j)      The Company shall deduct applicable withholding taxes
in performing its obligations under this Section 6.

                  (k)      Except for Section 6(i) above, Executive shall have
no obligation to mitigate damages.

         Nothing  in  this  Section  6  is  intended,  or  shall  be  deemed  or
interpreted,  to be an amendment to any compensation,  benefit, or other plan of
the  Company.  To the  extent the  Company's  performance  under this  Section 6
includes the  performance of the Company's  obligations  to Executive  under any
such plan or under  another  agreement  between the Company and  Executive,  the
rights of Executive  under such plan or other  agreement,  as well as under this
Agreement, are discharged, surrendered, or released pro tanto.

         7. Parachute Payment Limitation.  Notwithstanding any provision of this
Agreement to the contrary, the aggregate present value of all parachute payments
payable to or for the benefit of  Executive,  whether  payable  pursuant to this
Agreement  or  otherwise,  shall  be  one  dollar  less  than  three  (3)  times
Executive's  base  amount  and,  to the extent  necessary,  payments  under this
Agreement and any parachute


<PAGE>




payments  payable under any other  agreement  between  Executive and the Company
shall be  reduced  in order  that this  limitation  not be  exceeded.  The terms
"parachute  payment,"  "base amount" and "present value" shall have the meanings
assigned  thereto  under  Section 280G of the Code.  It is the intention of this
Section 7 to avoid excise taxes on Executive  under Section 4999 of the Code and
the  disallowance of a deduction to the Company  pursuant to Section 280G of the
Code.  The  determination  of whether any  reduction  in the amount of parachute
payments  is  required  under  this  Section  7 shall  be made by the  Company's
independent accountants, and Executive shall be entitled to select the parachute
payments that will remain  payable after the  application of this Section 7. The
fact that Executive has payments under this Agreement reduced as a result of the
limitations  set forth in this  Section 7 will not of itself  limit or otherwise
affect any rights of Executive arising other than pursuant to this Agreement.

         8.  Arrangements Not Exclusive or Limiting.  The specific  arrangements
referred  to  herein  are  not   intended   to  exclude  or  limit   Executive's
participation in other benefits available to executive personnel  generally,  or
to preclude or limit other  compensation or benefits as may be authorized by the
Board of  Directors  of the  Company  at any  time,  or to limit or  reduce  any
compensation  or  benefit  to which  Executive  would be  entitled  but for this
Agreement.

         9. Enforcement  Costs. The Company is aware that upon the occurrence of
a change in control of the Company,  the Board of Directors or a stockholder  of
the  Company  may then cause or attempt to cause the Company to refuse to comply
with its obligations under this Agreement,  or may cause or attempt to cause the
Company  to  institute,  or may  institute,  litigation,  seeking  to have  this
Agreement declared unenforceable,  or may take, or attempt to take, other action
to  deny  Executive  the  benefits  intended  under  this  Agreement.  In  these
circumstances,  the purpose of this  Agreement  could be  frustrated.  It is the
intent of the parties that Executive not be required to incur the legal fees and
expenses  associated  with the  protection or  enforcement  of rights under this
Agreement  by  litigation  or  other  legal  action  because  such  costs  would
substantially detract from the benefits intended for Executive hereunder, nor be
bound to negotiate any settlement of rights  hereunder under threat of incurring
such  costs.  Accordingly,  if at any time  after a  change  in  control  of the
Company, it should appear to Executive that the Company is or has acted contrary
to or is failing or has failed to comply with any of its obligations  under this
Agreement  for  the  reason  that  it  regards  this  Agreement  to be  void  or
unenforceable  or for any other  reason,  or that the Company has  purported  to
terminate  his  employment  for cause or is in the course of doing so, in either
case contrary to this  Agreement,  or in the event that the Company or any other
person  takes any action to declare  this  Agreement  void or  unenforceable  or
institutes any litigation or other legal action designed to deny, diminish or to
recover the benefits provided or intended to be provided to Executive hereunder,
and  Executive  has acted in good faith to perform  his  obligations  under this
Agreement,  the Company  irrevocably  authorizes  Executive from time to time to
retain  counsel  of his  choice  at the  expense  of the  Company  to  represent
Executive  in  connection  with the  protection  and  enforcement  of his rights
hereunder,  including  without  limitation  representation  in  connection  with
termination  of employment  contrary to this Agreement or with the initiation of
defense of any litigation or other legal action, whether by or against Executive
or the Company or any director, officer, stockholder, or other person affiliated
with Company,  in any jurisdiction.  The reasonable fees and expenses of counsel
selected from time to time by Executive as hereinabove provided shall be paid or
reimbursed  to  Executive  by the  Company  on a  regular,  periodic  basis upon
presentation by Executive of a statement or statements  prepared by such counsel
in accordance with its customary practices,  up to a maximum aggregate amount of
$100,000.  Counsel so retained by Executive  may be counsel  representing  other
officers or key executives of the Company in connection  with the protection and
enforcement  of their  rights  under  similar  agreements  between  them and the
Company and, unless in Executive's  sole judgment use of common counsel could be
prejudicial  to him  would  not be  likely  to  reduce  the  fees  and  expenses
chargeable hereunder to the Company, Executive agrees to use his best efforts to
agree with such other officers or executives to retain common counsel.


<PAGE>




         10. Notices.  Any notices,  requests,  demands and other communications
provided for by this Agreement  shall be in writing and personally  delivered by
hand or sent by  registered  or certified  mail,  if to  Executive,  at the last
address Executive has filed in writing with the Company,  and if to the Company,
to its corporate secretary at its principal executive offices.

         11.  Non-Alienation.  Executive  shall  not have any  right to  pledge,
hypothecate,  anticipate,  or in any way create a lien upon any amounts provided
under this  Agreement,  and no  payments  or  benefits  due  hereunder  shall be
assignable in anticipation of payment either by voluntary or involuntary acts or
by  operation  of law. So long as  Executive  lives,  no person,  other than the
parties hereto, shall have any rights under or interest in this Agreement or the
subject matter hereof.

         12.      Entire Agreement; Amendment.  This Agreement constitutes the
entire agreement of the parties in respect of the subject matter hereof.  No
provision of this Agreement may be amended, waived, or discharged except by the
mutual written agreement of the parties.  The consent of any other person to
any such amendment, waiver, or discharge shall not be required.

         13.  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the Company, its successors and assigns, by operation of
law or otherwise,  including without  limitation any corporation or other entity
or person which shall succeed (whether direct or indirect, by purchase,  merger,
consolidation,  or  otherwise) to all or  substantially  all of the business and
assets of the Company, and the Company shall require any successor, by agreement
in form and substance  satisfactory to Executive,  to expressly assume and agree
to perform the Agreement.  Except as otherwise  provided herein,  this Agreement
shall be  binding  upon and  inure to the  benefit  of  Executive  and his legal
representatives,  heirs, and assigns;  provided,  however,  that in the event of
Executive's   death   prior  to  payment  or   distribution   of  all   amounts,
distributions,   and  benefits  due  him  hereunder,   each  unpaid  amount  and
distribution  shall be paid in accordance  with this  Agreement to the person or
persons  designated  by  Executive  to the  Company to receive  such  payment or
distribution and if Executive has made no applicable designation,  to the person
or persons  designated by Executive as beneficiary or  beneficiaries of proceeds
of life insurance  payable in the event of Executive's death under the Company's
group life insurance plan.

         14.      Governing Law.  Except to the extent required to be governed
by the law of the State of Maryland because the Company is incorporated under
the laws of that State, the validity, interpretation, and enforcement of this
Agreement shall be governed by the law of the State of Illinois, excepting its
choice of law provisions.

         15.      Severability.  In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect.

         16.      Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be original but all of which
together constitute one and the same instrument.

         IN WITNESS WHEREOF,  Executive has hereunto set his hand and,  pursuant
to the authorization  from its Board of Directors,  the Company has caused these
presents to be executed.




Great Lakes REIT, Inc.


By:      __________________________________
Its:     Richard L. Rasley, Secretary



By:      __________________________________
         Richard A. May