Exhibit 10.10


                                         INCENTIVE STOCK OPTION AGREEMENT

     This Incentive Stock Option  Agreement  ("Agreement") is entered into as of
the 12th day of  September,  1997  between  Great Lakes REIT,  Inc.  ("GLR"),  a
Maryland  corporation whose principal place of business is Oak Brook,  Illinois,
and ___________________, of __________________ ("Employee").

                                               W I T N E S S E T H:

     WHEREAS,  on February 27, 1997 the Board of Directors granted certain stock
options to Employee subject to the adoption of a final stock option plan and the
approval of that plan by GLRs stockholders, and

     WHEREAS  on May 29,  1997  the  Board of  Directors  of GLR  adopted  a new
compensation  plan for the  Companys  employees  known as the "1997  Equity and
Performance  Incentive Plan" (the "Incentive Plan"), and the stockholders of GLR
approved the adoption of the Incentive Plan on September 11, 1997; and

     WHEREAS,  certain stock options granted  pursuant to the Incentive Plan are
intended to qualify as "Incentive Stock Options"; and

     WHEREAS, GLR desires to compensate Employee by granting an option under the
Incentive  Plan to purchase  certain  shares of GLR's  common  stock in order to
provide Employee with an added incentive to increase the financial well being of
GLR; and

     WHEREAS, Employee is a key employee of GLR or one of its subsidiaries;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree as follows:

     1. Grant of Option.  GLR hereby grants to Employee an option  ("Option") to
purchase up to  ______________  shares of GLR common stock,  $.01 par value (the
"Stock"), to be issued as fully paid and non-assessable upon the exercise hereof
and payment therefor,  during the following periods and subject to the following
conditions:

     (a)  During  the  period  commencing  September  12,  1997 and  terminating
February 27, 2007 (ten years from the date of the grant),  Employee may exercise
the Option to purchase up to ________(one  half) shares of the aggregate  number
of shares of Stock covered by the Option;

     (b) During the period  commencing August 27, 1998 (eighteen months from the
date of the grant) and terminating February 27, 2007 (ten years from the date of
the grant),  Employee may  exercise  the Option to purchase up to an  additional
________ (one half) shares of the aggregate number of shares of Stock covered by
the Option; and

     (c) Of the shares of Stock  identified  in  paragraph  1(a) shares shall be
treated as subject to an Incentive Stock Option,  and shares shall be subject to
a  non-qualified  option.  Of the shares of Stock  identified in paragraph 1(b),
shares  shall be treated as subject to an  Incentive  Stock  Option,  and shares
shall be subject to a non-qualified option.


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     Notwithstanding  anything herein to the contrary, and except as provided in
paragraph 4 hereof, the Option and all rights granted herein shall terminate and
become null and void upon the expiration of ten years from the date of the grant
(such period is hereinafter referred to as the "Term").

     2.  Exercise  of  Option.  The Option may be  exercised  by written  notice
delivered to the  Secretary of GLR at the GLR  principal  offices,  stating that
Employee desires to exercise the Option and stating further the number of shares
with respect to which the Option is being  exercised.  In no case may the Option
be exercised for a fraction of a share of Stock. The purchase price of the Stock
with respect to which the Option is being  exercised  shall be paid (i) in cash,
or (ii) at the  discretion  of GLR, by  delivering  GLR stock  already  owned by
Employee,  or (iii) a  combination  of (i) and  (ii),  and shall be paid in full
within  three (3)  business  days  after  delivery  of the  Notice of  Exercise.
Promptly after receipt of the Notice of Exercise and payment,  GLR shall deliver
to Employee a certificate representing the shares of Stock purchased. If any law
or  regulation  requires  GLR to take any action  with  respect to the shares of
Stock,  then the date for the  delivery of such Stock shall be extended  for the
period necessary to take such action.

     3. Option  Price.  The option price of the Stock shall be $16.00 per share,
which price is not less than 100% of the fair  market  value of the Stock on the
date of the grant.

     4. Conditions Upon Right to Exercise.

     (a) Employment at Time of Exercise.  Except as provided in paragraph  4(b),
below,  at the time of any exercise of the Option,  Employee must be an employee
of GLR or its subsidiary.

     (b) Termination of Employment.

     (i) General.  All of the  unexercised  rights of Employee  under the Option
shall lapse if Employee's  employment with GLR or a subsidiary is terminated for
any reason, except for leaves of absence approved in writing by the President of
GLR, or if such employment is terminated by reason of Employee's permanent total
disability, retirement or death, as described below. If Employees employment is
terminated  for any reason other than  Employees  permanent  total  disability,
retirement  or death,  the vested  portion of the Option  which may be exercised
pursuant to Section 1 hereof may be  exercised  by Employee at any time or times
in whole or in part during the three-month  period after such termination to the
extent such three-month period is included in the remainder of the Term.

     (ii) Disability.  If the employment of Employee with GLR or a subsidiary is
terminated by reason of Employee's  permanent total  disability and Employee has
been in the  employ of either  GLR or a  subsidiary  continuously  from the date
hereof until such termination  (except for leaves of absence approved in writing
by the President of GLR), the vested portion of the Option pursuant to Section 1
hereof may be  exercised  by  Employee  at any time or times in whole or in part
during the one year period after such  termination,  to the extent such one year
period is included in the remainder of the Term.

     (iii) Retirement. If the employment of Employee with GLR or a subsidiary is
terminated  by reason of  Employee's  retirement  and  Employee  has been in the
employ of either GLR or a  subsidiary  continuously  from the date hereof  until
such  retirement  (except  for  leaves of  absence  approved  in  writing by the

<PAGE>

President  of GLR),
the vested  portion of the Option  pursuant to Section 1 hereof may be exercised
by  Employee  at any time or times in whole or in part  during  the  three-month
period  after such  retirement  to the extent  that such  three-month  period is
included in the  remainder of the  Term.ent to the extent that such  three-month
period is included in the remainder of the Term.

     (iv) Death.  If the  employment  of Employee  with GLR or a  subsidiary  is
terminated by reason of Employee's  death and Employee has been in the employ of
either GLR or a subsidiary  continuously  from the date hereof until  Employee's
death  (except  for leaves of absence  approved in writing by the  President  of
GLR),  the  vested  portion of the  Option  pursuant  to Section 1 hereof may be
exercised  by the legal  representative  of  Employee,  or by such of his heirs,
legatees or beneficiaries  to whom the Option devolves,  at any time or times in
whole or in part during the one year period from the date of death of  Employee,
to the extent  that such one year period is  included  in the  remainder  of the
Term.

     (c)  Change in  Control.  In the event of a change in  control  of GLR,  as
defined  herein,  Employee  shall  have the  right to  exercise  this  Option to
purchase  all of the  shares  subject  to  this  Option  Agreement  immediately,
notwithstanding the provisions of paragraph 1. For purposes of this Agreement, a
change in control of GLR shall mean any of the following events:

     (i) GLR 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  (as
defined in the Incentive Plan) immediately prior to such transaction;

     (ii) GLR  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;

     (iii)  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
Securities Exchange Act of 1934, as amended,  disclosing that any person (as the
term Person is used in Section  13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended) 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 Securities Exchange Act of 1934, as amended) of
securities  representing  20% or more of the  Voting  Power (as  defined  in the
Incentive Plan);

     (iv) GLR files a report or proxy statement with the Securities and Exchange
Commission  pursuant  to the  Securities  Exchange  Act  of  1934,  as  amended,
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 GLR has or may have
occurred  or will or may  occur  in the  future  pursuant  to any  then-existing
contract or transaction; or

     (v) If during any period of two consecutive  years,  individuals who at the
beginning  of any such  period  constitute  the  directors  of GLR cease for any
reason to constitute at least a majority  thereof,  unless the election,  or the
nomination  for election by GLRs  stockholders,  of each  director of GLR first
elected during such period was approved by a vote of at least  two-thirds of the
directors of GLR then still in office who were directors of GLR at the beginning
of any such period.

<PAGE>



     5.  Additional  Limits  on Right to  Exercise.  If at any time the Board of
Directors  of  GLR  shall  determine,  in  its  discretion,  that  the  listing,
registration  or   qualification   of  the  Option  or  the  Stock  issuable  or
transferable  upon exercise of the Option upon any securities  exchange or under
any state or federal  law, or that the  consent or approval of any  governmental
regulatory  body is necessary or desirable as a condition  of, or in  connection
with, the granting of the Option or in connection  with the issuance or transfer
of Stock 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 Board of
Directors of GLR.  Unless at the time of any exercise of the Option there is, in
the opinion of GLR's counsel, a valid and effective registration statement under
the Securities Act of 1933, as amended,  and an  appropriate  qualification  and
registration  under  applicable  state  securities  law,  relating to the Stock,
Employee hereby agrees,  upon exercise of the Option,  to give a  representation
that he is acquiring the Stock for his own account for investment and not with a
view to, or for sale in connection  with, the resale or distribution of any such
Stock and shall give such other  representations and covenants to GLR as may, in
the opinion of its counsel,  be required.  In the event that any Stock issued is
not  registered,  then Employee  hereby  agrees that stop transfer  instructions
shall be  issued  to GLR's  transfer  agents  until  such  time as the  Stock is
registered  and that the  certificate  representing  the  Stock  shall  bear the
following restrictive legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 ("ACT") AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A
WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT
REQUIRED.

     6.  Non-Transferability  of Option. The Option shall not be transferable by
Employee  other than by will or by the laws of  descent  and  distribution,  and
during the lifetime of Employee the Option may be exercised  only by Employee or
his legal representative if the Employee is disabled.

     7.  Stockholder  Rights and  Adjustments  to Stock.  Employee shall have no
rights as a stockholder with respect to any Stock issuable or transferable  upon
exercise of the Option until the date of issuance of a stock  certificate to him
for such shares of Stock. Except as hereinafter provided, no adjustment shall be
made for dividends  (ordinary or extraordinary,  whether in cash,  securities or
other  property) or  distributions  or other rights for which the record date is
prior to the date such stock  certificate  is issued and all  adjustments to the
Stock by reason of a stock dividend,  merger,  consolidation or otherwise, shall
be made in accordance with the terms of the Incentive Plan.

     This  Agreement  shall  not  affect in any way the right or power of GLR to
make adjustments,  reclassifications,  reorganizations or changes of its capital
or business structure or to merge,  consolidate,  dissolve,  liquidate,  sell or
transfer  all or any part of its business or assets.  As noted in the  Incentive
Plan,  in  the  event  the  Company  completes  such  a  transaction  to  merge,
consolidate,  dissolve,  liquidate,  sell  or  transfer  all or any  part of its
business or assets the Board of  Directors  of GLR may, in its sole  discretion,
provide  adjustments  to the  number or kind of shares  covered  by the  Options
granted hereunder.


<PAGE>

     8. Tax  Withholding.  GLR shall have the power to  withhold,  or require an
Employee or other person or entity receiving Stock under this Agreement to remit
to GLR an amount sufficient to satisfy federal, state, and local withholding tax
requirements  on any  Stock  issued  under  this  Agreement,  and GLR may  defer
issuance of Stock until such requirements are satisfied.  The Employee may elect
(i) to have shares of Stock otherwise  issuable under this Agreement withheld by
GLR, or (ii) to deliver to GLR previously acquired shares of Stock, in each case
have a Fair Market Value sufficient to satisfy all or part of the Employees (or
other Stock recipients) estimated total federal, state and local tax obligation
associated with the transaction.

     9. Premature Disposition.  If Employee disposes of shares of Stock acquired
on the exercise of the Incentive Stock Options by sale or exchange either within
two (2) years  after the date of the  grant,  or within  one (1) year  after the
acquisition  of  such  shares  of  Stock,  Employee  shall  notify  GLR of  such
disposition and of the amount realized upon such disposition.

     10.  Order of  Exercise.  This Option may be  exercised in whole or in part
only if there  are no stock  options  outstanding  that  have  been  granted  to
Employee at an earlier  time that  qualify as  "Incentive  Stock  Options."  For
purposes of this  paragraph,  an option shall be considered to be  "outstanding"
until it is exercised in full or expires by reason of time.

     11. Successors and Assigns.  The Option shall be binding in accordance with
its  terms  upon  any   successors  of  GLR  and  upon  the  heirs,   executors,
administrators and successors of Employee.

     12.  Governing  Law. This Agreement and the Option shall be governed by and
construed  in  accordance  with the laws of the State of  Illinois  relating  to
contracts made and to be performed in that State.

     IN WITNESS WHEREOF, GLR and Employee have executed this Agreement as of the
day and year first above written.

GREAT LAKES REIT, INC.



By:

Its:


EMPLOYEE