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                                                                   EXHIBIT 10.10

                            GREAT WOLF RESORTS, INC.

                       FORM OF 2004 INCENTIVE STOCK PLAN



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                                TABLE OF CONTENTS

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Section 1. BACKGROUND AND PURPOSE.................................................................................         1

Section 2  DEFINITIONS............................................................................................         1

          2.1      Affiliate......................................................................................         1
          2.2      Board..........................................................................................         1
          2.3      Change Effective Date..........................................................................         1
          2.4      Change in Control..............................................................................         1
          2.5      Code...........................................................................................         4
          2.6      Committee......................................................................................         4
          2.7      Company........................................................................................         4
          2.8      Director.......................................................................................         4
          2.9      Eligible Employee..............................................................................         4
          2.10     Fair Market Value..............................................................................         5
          2.11     ISO............................................................................................         5
          2.12     1933 Act.......................................................................................         5
          2.13     1934 Act.......................................................................................         5
          2.14     Non-ISO........................................................................................         5
          2.15     Option.........................................................................................         5
          2.16     Option Certificate.............................................................................         5
          2.17     Option Price...................................................................................         6
          2.18     Parent.........................................................................................         6
          2.19     Plan...........................................................................................         6
          2.20     Rule 16b-3.....................................................................................         6
          2.21     SAR Value......................................................................................         6
          2.22     Stock..........................................................................................         6
          2.23     Stock Appreciation Right.......................................................................         6
          2.24     Stock Appreciation Right Certificate...........................................................         6
          2.25     Stock Grant....................................................................................         6
          2.26     Stock Grant Certificate........................................................................         6
          2.27     Stock Unit Grant...............................................................................         7
          2.28     Subsidiary.....................................................................................         7
          2.29     Ten Percent Shareholder........................................................................         7

Section 3  SHARES AND GRANT LIMITS................................................................................         7

          3.1      Shares Reserved................................................................................         7
          3.2      Source of Shares...............................................................................         7
          3.3      Use of Proceeds................................................................................         8
          3.4      Grant Limits...................................................................................         8

Section 4   EFFECTIVE DATE........................................................................................         9

Section 5  COMMITTEE..............................................................................................         9

Section 6  ELIGIBILITY AND ANNUAL GRANT CAPS......................................................................         9
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Section 7     OPTIONS...............................................................................................         10

            7.1      Committee Action...............................................................................         10
            7.2      $100,000 Limit.................................................................................         10
            7.3      Option Price...................................................................................         11
            7.4      Payment........................................................................................         11
            7.5      Exercise.......................................................................................         11

Section 8     STOCK APPRECIATION RIGHTS.............................................................................         12

            8.1      Committee Action...............................................................................         12
            8.2      Terms and Conditions...........................................................................         12
            8.3      Exercise.......................................................................................         14

Section 9.    STOCK GRANTS..........................................................................................         14

            9.1      Committee Action...............................................................................         14
            9.2      Conditions.....................................................................................         15
            9.3      Dividends, Voting Rights and Creditor Status...................................................         16
            9.4      Satisfaction of Forfeiture Conditions..........................................................         18
            9.5      Income Tax Deduction...........................................................................         18

Section 10    NON-TRANSFERABILITY...................................................................................         20

Section 11    SECURITIES REGISTRATION...............................................................................         21

Section 12    LIFE OF PLAN..........................................................................................         21

Section 13    ADJUSTMENT............................................................................................         22

            13.1     Capital Structure..............................................................................         22
            13.2     Transactions Described in Section 424..........................................................         23
            13.3     Fractional Shares..............................................................................         23

Section 14    CHANGE IN CONTROL.....................................................................................         24

Section 15    AMENDMENT OR TERMINATION..............................................................................         25

Section 16    MISCELLANEOUS.........................................................................................         25

            16.1     Shareholder Rights.............................................................................         25
            16.2     No Contract of Employment......................................................................         26
            16.3     Withholding....................................................................................         26
            16.4     Construction...................................................................................         26
            16.5     Other Conditions...............................................................................         26
            16.6     Rule 16b-3.....................................................................................         27
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                                   Section 1.

                             BACKGROUND AND PURPOSE

         The purpose of this Plan is to promote the interest of the Company by
authorizing the Committee to grant Options and Stock Appreciation Rights and to
make Stock Grants and Stock Unit Grants to Eligible Employees and Directors in
order (1) to attract and retain Eligible Employees and Directors, (2) to provide
an additional incentive to each Eligible Employee or Director to work to
increase the value of Stock and (3) to provide each Eligible Employee or
Director with a stake in the future of the Company which corresponds to the
stake of each of the Company's shareholders.

                                    Section 2

                                   DEFINITIONS

         2.1      Affiliate -- means any organization (other than a Subsidiary)
that would be treated as under common control with the Company under Section
414(c) of the Code if "50 percent" were substituted for "80 percent" in the
income tax regulations under Section 414(c) of the Code.

         2.2      Board -- means the Board of Directors of the Company.

         2.3      Change Effective Date -- means either the date which includes
the "closing" of the transaction which makes a Change in Control effective if
the Change in Control is made effective through a transaction which has a
"closing" or the date a Change in Control is reported in accordance with
applicable law as effective to the Securities and Exchange Commission if the
Change in Control is made effective other than through a transaction which has a
"closing".

         2.4      Change in Control -- means the occurrence of any of the
following events:

                  (a)      any "person" (as that term is used in Sections 13(d)
                           and 14(d)(2) of the 1934 Act), is or becomes the
                           beneficial owner (as defined in Rule 13d-3

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                           under the 1934 Act), directly or indirectly, of
                           securities representing 30% or more of the combined
                           voting power of the then outstanding securities of
                           the Company eligible to vote for the election of the
                           members of the Board unless (1) such person is the
                           Company or any Subsidiary, (2) such person is an
                           employee benefit plan (or a trust which is a part of
                           such a plan) which provides benefits exclusively to,
                           or on behalf of, employees or former employees of the
                           Company or a Subsidiary, (3) such person is an
                           underwriter temporarily holding such securities
                           pursuant to an offering of such securities or (4)
                           such person acquired such securities in a
                           Non-Qualifying Transaction (as defined
                           in Section 2.4(d));

                  (b)      during any period of two consecutive years or less
                           beginning after the closing date of the initial
                           public offering of the common stock of the Company,
                           individuals who at the beginning of such period
                           constitute the Board cease, for any reason, to
                           constitute at least a majority of the Board, unless
                           the election or nomination for election of each new
                           director was approved by at least two-thirds of the
                           directors then still in office who were directors at
                           the beginning of the period (either by a specific
                           vote of such directors or by the approval of the
                           Company proxy statement in which each such individual
                           is named as a nominee for a director without written
                           objection to such nomination by such directors);
                           provided, however, that no individual initially
                           elected or nominated as a director of the Company as
                           a result of an actual or threatened election contest
                           with respect to directors or as a result of any other
                           actual or threatened

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                           solicitation of proxies or consents by or on behalf
                           of any persons other than the Board shall be deemed
                           to be approved;

                  (c)      the shareholders of the Company approve any
                           reorganization, merger, consolidation or share
                           exchange as a result of which the common stock of the
                           Company shall be changed, converted or exchanged into
                           or for securities of another corporation (other than
                           a merger with a wholly-owned subsidiary of the
                           Company) or any dissolution or liquidation of the
                           Company or any sale or the disposition of 50% or more
                           of the assets or business of the Company; or

                  (d)      the shareholders of the Company approve any
                           reorganization, merger, consolidation or share
                           exchange or similar form of corporate transaction
                           involving the Company unless (1) the persons who were
                           the beneficial owners of the outstanding securities
                           eligible to vote for the election of the members of
                           the Board immediately before the consummation of such
                           transaction hold more than 60% of the voting power of
                           the securities eligible to vote for the members of
                           the Board of the successor or survivor corporation in
                           such transaction immediately following the
                           consummation of such transaction and (2) the number
                           of the securities of such successor or survivor
                           corporation representing the voting power described
                           in 2.4(d)(1) held by the persons described in Section
                           2.4(d)(1) immediately following the consummation of
                           such transaction is beneficially owned by each such
                           person in substantially the same proportion that each
                           such person had beneficially owned the outstanding
                           securities eligible to vote

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                           for the election of the members of the Board
                           immediately before the consummation of such
                           transaction, provided (3) the percentage described in
                           Section 2.4(d)(1) of the securities of the successor
                           or survivor corporation and the number described in
                           Section 2.4 (d)(2) of the securities of the successor
                           or survivor corporation shall be determined
                           exclusively by reference to the securities of the
                           successor or survivor corporation which result from
                           the beneficial ownership of shares of common stock of
                           the Company by the persons described in Section
                           2.4(d)(1) immediately before the consummation of such
                           transaction (any transaction that satisfies all of
                           the criteria specified in (1), (2) and (3) above
                           shall be deemed to be a "Non-Qualifying
                           Transaction").

         2.5      Code -- means the Internal Revenue Code of 1986, as amended.

         2.6      Committee -- means a committee of the Board which shall have
at least 2 members, each of whom shall be appointed by and shall serve at the
pleasure of the Board and shall come within the definition of a "non-employee
director" under Rule 16b-3 and an "outside director" under Section 162(m) of the
Code.

         2.7      Company -- means Great Wolf Resorts, Inc. and any successor to
Great Wolf Resorts, Inc.

         2.8      Director -- means any member of the Board who is not an
employee of the Company or a Parent or Subsidiary or affiliate (as such term is
defined in Rule 405 of the 1933 Act) of the Company.

         2.9      Eligible Employee -- means an employee of the Company or any
Subsidiary or Parent or Affiliate to whom the Committee decides for reasons
sufficient to the Committee to

                                      -4-
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make a grant under this Plan. For purposes of an ISO granted under this Plan, a
person shall be treated as an employee of the Company, a Subsidiary or a Parent
to the extent such person is employed by a disregarded entity under Section 7701
of the Code that is treated as part of the Company, a Subsidiary or a Parent,
for purposes of Section 422 of the Code.

         2.10     Fair Market Value -- means either (a) the closing price on any
date for a share of Stock as reported by The Wall Street Journal or, if The Wall
Street Journal no longer reports such closing price, such closing price as
reported by a newspaper or trade journal selected by the Committee or, if no
such closing price is available on such date, (b) such closing price as so
reported in accordance with Section 2.10(a) for the immediately preceding
business day, or, if no newspaper or trade journal reports such closing price or
if no such price quotation is available, (c) the price which the Committee
acting in good faith determines through any reasonable valuation method that a
share of Stock might change hands between a willing buyer and a willing seller,
neither being under any compulsion to buy or to sell and both having reasonable
knowledge of the relevant facts.

         2.11     ISO -- means an option granted under this Plan to purchase
Stock which is intended to satisfy the requirements of Section 422 of the Code.

         2.12     1933 Act -- means the Securities Act of 1933, as amended.

         2.13     1934 Act -- means the Securities Exchange Act of 1934, as
amended.

         2.14     Non-ISO -- means an option granted under this Plan to purchase
Stock which is intended to fail to satisfy the requirements of Section 422 of
the Code.

         2.15     Option -- means an ISO or a Non-ISO which is granted
under Section 7.

         2.16    Option Certificate -- means the certificate (whether in
electronic or written form) which sets forth the terms and conditions of an
Option granted under this Plan.

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         2.17     Option Price -- means the price which shall be paid to
purchase one share of Stock upon the exercise of an Option granted under this
Plan.

         2.18     Parent -- means any corporation which is a parent corporation
(within the meaning of Section 424(e) of the Code) of the Company.

         2.19     Plan -- means this Great Wolf Resorts, Inc. 2004 Incentive
Stock Plan as effective as of the date approved by the shareholders of the
Company and as amended from time to time thereafter.

         2.20     Rule 16b-3 -- means the exemption under Rule 16b-3 to Section
16(b) of the 1934 Act or any successor to such rule.

         2.21     SAR Value -- means the value assigned by the Committee to a
share of Stock in connection with the grant of a Stock Appreciation Right under
Section 8.

         2.22     Stock -- means the common stock, par value $0.01 per share, of
the Company.

         2.23     Stock Appreciation Right -- means a right which is granted
under  Section 8 to receive the appreciation in a share of Stock.

         2.24     Stock Appreciation Right Certificate -- means the certificate
(whether in electronic or written form) which sets forth the terms and
conditions of a Stock Appreciation Right which is not granted as part of an
Option.

         2.25     Stock Grant -- means a grant under Section 9 which is designed
to result in the issuance of the number of shares of Stock described in such
grant rather than a payment in cash based on the Fair Market Value of such
shares of Stock.

         2.26     Stock Grant Certificate -- means the certificate (whether in
electronic or written form) which sets forth the terms and conditions of a Stock
Grant or a Stock Unit Grant.

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         2.27     Stock Unit Grant -- means a grant under Section 9 which is
designed to result in the payment of cash based on the Fair Market Value of the
number of shares of Stock described in such grant rather than the issuance of
the number of shares of Stock described in such grant.

         2.28     Subsidiary -- means a corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of the Company.

         2.29     Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of Section 424(d) of the Code) more
than ten percent of the total combined voting power of all classes of stock of
either the Company, a Subsidiary or Parent.

                                    Section 3

                             SHARES AND GRANT LIMITS


         3.1      Shares Reserved. There shall (subject to Section 13) be
reserved for issuance under this Plan 3,380,520 shares of Stock.


         3.2      Source of Shares. The shares of Stock described in Section 3.1
shall be reserved to the extent that the Company deems appropriate from
authorized but unissued shares of Stock and from shares of Stock which have been
reacquired by the Company. All shares of Stock described in Section 3.1 shall
remain available for issuance under this Plan until issued pursuant to the
exercise of an Option or a Stock Appreciation Right or issued pursuant to a
Stock Grant, and any such shares of stock which are issued pursuant to an
Option, a Stock Appreciation Right or a Stock Grant which are forfeited
thereafter shall again become available for issuance under this Plan. Finally,
if the Option Price under an Option is paid in whole or in part in shares of
Stock or if shares of Stock are tendered to the Company to satisfy any purchase
price required to be paid in connection with a Stock Grant, such shares
thereafter shall become available for issuance

                                      -7-
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under this Plan and shall be treated the same as any other shares available for
issuance under this Plan.

         3.3      Use of Proceeds. The proceeds which the Company receives from
the sale of any shares of Stock under this Plan shall be used for general
corporate purposes and shall be added to the general funds of the Company.

         3.4      Grant Limits. No Eligible Employee or Director in any calendar
year shall be granted an Option to purchase (subject to Section 13) more than
350,000 shares of Stock or a Stock Appreciation Right based on the appreciation
with respect to (subject to Section 13) more than 350,000 shares of Stock, and
no Stock Grant or Stock Unit Grant shall be made to any Eligible Employee or
Director in any calendar year where the Fair Market Value of the Stock subject
to such grant on the date of the grant exceeds $5,000,000. If an Option is
cancelled or the base amount on which a Stock Appreciation Right is calculated
is reduced to reflect a reduction in the Fair Market Value of the Stock, such
cancelled Option or recalculated Stock Appreciation Right shall continue to be
counted toward the grant limits in this Section 3.4 for the affected Eligible
Employee or Director to the extent required for compliance with Section 162(m)
of the Code. No more than 750,000 non-forfeitable shares of Stock shall (subject
to Section 13) be issued pursuant to Stock Grants under Section 9.

                                      -8-
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                                    Section 4

                                 EFFECTIVE DATE

         The effective date of this Plan shall be the date the shareholders of
the Company (acting at a duly called meeting of such shareholders) approve the
adoption of this Plan.

                                   Section 5

                                   COMMITTEE

         This Plan shall be administered by the Committee. The Committee acting
in its absolute discretion shall exercise such powers and take such action as
expressly called for under this Plan and, further, the Committee shall have the
power to interpret this Plan and (subject to Section 14 and Section 15 and Rule
16b-3) to take such other action in the administration and operation of this
Plan as the Committee deems equitable under the circumstances, which action
shall be binding on the Company, on each affected Eligible Employee or Director
and on each other person directly or indirectly affected by such action.
Furthermore, the Committee as a condition to making any grant under this Plan to
any Eligible Employee or Director shall have the right to require him or her to
execute an agreement which makes the Eligible Employee or Director subject to
non-competition provisions and other restrictive covenants which run in favor of
the Company, a Subsidiary, Affiliate and other related entities.

                                    Section 6

                        ELIGIBILITY AND ANNUAL GRANT CAPS

         Only Eligible Employees who are employed by the Company, a Subsidiary
or a Parent shall be eligible for the grant of ISOs under this Plan. All
Eligible Employees and Directors shall be eligible for the grant of Non-ISOs and
Stock Appreciation Rights and for Stock Grants and Stock Unit Grants under this
Plan.

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                                    Section 7

                                     OPTIONS

         7.1      Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Options to Eligible Employees and to
Directors under this Plan from time to time to purchase shares of Stock, but the
Committee shall not, absent the approval of the Company's shareholders, take any
action, whether through amendment, cancellation, replacement grants, or any
other means, to reduce the Option Price of any outstanding Options. Each grant
of an Option to a Eligible Employee or Director shall be evidenced by an Option
Certificate, and each Option Certificate shall set forth whether the Option is
an ISO or a Non-ISO and shall set forth such other terms and conditions of such
grant as the Committee acting in its absolute discretion deems consistent with
the terms of this Plan; however, (a) if the Committee grants an ISO and a
Non-ISO to a Eligible Employee on the same date, the right of the Eligible
Employee to exercise the ISO shall not be conditioned on his or her failure to
exercise the Non-ISO and (b) if the only condition to exercise of the Option is
the completion of a period of service, such period of service shall be no less
than the one (1) year period which starts on the date as of which the Option is
granted.

         7.2      $100,000 Limit. No Option shall be treated as an ISO to the
extent that the aggregate Fair Market Value of the Stock subject to the Option
which would first become exercisable in any calendar year exceeds $100,000. Any
such excess shall instead automatically be treated as a Non-ISO. The Committee
shall interpret and administer the ISO limitation set forth in this Section 7.2
in accordance with Section 422(d) of the Code, and the Committee shall treat
this Section 7.2 as in effect only for those periods for which Section 422(d) of
the Code is in effect.

                                      -10-
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         7.3      Option Price. The Option Price for each share of Stock subject
to an Option shall be no less than the Fair Market Value of a share of Stock on
the date the Option is granted; provided, however, if the Option is an ISO
granted to an Eligible Employee who is a Ten Percent Shareholder, the Option
Price for each share of Stock subject to such ISO shall be no less than 110% of
the Fair Market Value of a share of Stock on the date such ISO is granted.

         7.4      Payment. The Option Price shall be payable in full upon the
exercise of any Option and, at the discretion of the Committee, an Option
Certificate can provide for the payment of the Option Price either in cash, by
check or in Stock which has been held for at least 6 months and which is
acceptable to the Committee, or through any cashless exercise procedure which is
effected by an unrelated broker through a sale of Stock in the open market and
which is acceptable to the Committee, or in any combination of such forms of
payment. Any payment made in Stock shall be treated as equal to the Fair Market
Value of such Stock on the date the certificate for such Stock (or proper
evidence of such certificate) is presented to the Committee or its delegate in
such form as acceptable to the Committee.

         7.5      Exercise.

                           (a)      Exercise Period. Each Option granted under
                                    this Plan shall be exercisable in whole or
                                    in part at such time or times as set forth
                                    in the related Option Certificate, but no
                                    Option Certificate shall make an Option
                                    exercisable on or after the earlier of

                                            (1)      the date which is the fifth
                                                     anniversary of the date the
                                                     Option is granted, if the
                                                     Option is an ISO and the
                                                     Eligible Employee is a Ten
                                                     Percent Shareholder on the
                                                     date the Option is granted,
                                                     or

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                                            (2)      the date which is the tenth
                                                     anniversary of the date the
                                                     Option is granted, if the
                                                     Option is (a) a Non-ISO or
                                                     (b) an ISO which is granted
                                                     to an Eligible Employee who
                                                     is not a Ten Percent
                                                     Shareholder on the date the
                                                     Option is granted.

                           (b)      Termination of Status as Eligible Employee
                                    or Director. Subject to Section 7.5(a), an
                                    Option Certificate may provide for the
                                    exercise of an Option after an Eligible
                                    Employee's or a Director's status as such
                                    has terminated for any reason whatsoever,
                                    including death or disability.

                                    Section 8

                            STOCK APPRECIATION RIGHTS

         8.1      Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Stock Appreciation Rights to Eligible
Employees and to Directors under this Plan from time to time, and each Stock
Appreciation Right grant shall be evidenced by a Stock Appreciation Right
Certificate or, if such Stock Appreciation Right is granted as part of an
Option, shall be evidenced by the Option Certificate for the related Option.

         8.2      Terms and Conditions.

                  (a)      Stock Appreciation Right Certificate. If a Stock
                           Appreciation Right is granted independent of an
                           Option, such Stock Appreciation Right shall be
                           evidenced by a Stock Appreciation Right Certificate,
                           and such certificate shall set forth the number of
                           shares of Stock on which the Eligible Employee's or
                           Director's right to appreciation shall be based and
                           the SAR

                                      -12-
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                           Value of each share of Stock. Such SAR Value shall be
                           no less than the Fair Market Value of a share of
                           Stock on the date that the Stock Appreciation Right
                           is granted. The Stock Appreciation Right Certificate
                           shall set forth such other terms and conditions for
                           the exercise of the Stock Appreciation Right as the
                           Committee deems appropriate under the circumstances,
                           but no Stock Appreciation Right Certificate shall
                           make a Stock Appreciation Right exercisable on or
                           after the date which is the tenth anniversary of the
                           date such Stock Appreciation Right is granted.

                  (b)      Option Certificate. If a Stock Appreciation Right is
                           granted together with an Option, such Stock
                           Appreciation Right shall be evidenced by an Option
                           Certificate, the number of shares of Stock on which
                           the Eligible Employee's or Director's right to
                           appreciation shall be based shall be the same as the
                           number of shares of Stock subject to the related
                           Option, and the SAR Value for each such share of
                           Stock shall be no less than the Option Price under
                           the related Option. Each such Option Certificate
                           shall provide that the exercise of the Stock
                           Appreciation Right with respect to any share of Stock
                           shall cancel the Eligible Employee's or Director's
                           right to exercise his or her Option with respect to
                           such share and, conversely, that the exercise of the
                           Option with respect to any share of Stock shall
                           cancel the Eligible Employee's or Director's right to
                           exercise his or her Stock Appreciation Right with
                           respect to such share. A Stock Appreciation Right
                           which is granted as part of an Option shall be
                           exercisable only while the related Option is
                           exercisable. The Option

                                      -13-
<PAGE>

                           Certificate shall set forth such other terms and
                           conditions for the exercise of the Stock Appreciation
                           Right as the Committee deems appropriate under the
                           circumstances.

                  (c)      Minimum Period of Service. If the only condition to
                           exercise of a Stock Appreciation Right is the
                           completion of a period of service, such period of
                           service shall be no less than the one (1) year period
                           which starts on the date as of which the Stock
                           Appreciation Right is granted.

         8.3      Exercise. A Stock Appreciation Right shall be exercisable only
when the Fair Market Value of a share of Stock on which the right to
appreciation is based exceeds the SAR Value for such share, and the payment due
on exercise shall be based on such excess with respect to the number of shares
of Stock to which the exercise relates. An Eligible Employee or Director upon
the exercise of his or her Stock Appreciation Right shall receive a payment from
the Company in cash or in Stock issued under this Plan, or in a combination of
cash and Stock, and the number of shares of Stock issued shall be based on the
Fair Market Value of a share of Stock on the date the Stock Appreciation Right
is exercised. The Committee acting in its absolute discretion shall have the
right to determine the form and time of any payment under this Section 8.3.

                                   Section 9.

                                  STOCK GRANTS

         9.1      Committee Action. The Committee acting in its absolute
discretion shall have the right to make Stock Grants and Stock Unit Grants to
Eligible Employees and to Directors. Each Stock Grant and each Stock Unit Grant
shall be evidenced by a Stock Grant Certificate, and each Stock Grant
Certificate shall set forth the conditions, if any, under which Stock will be
issued under the Stock Grant or cash will be paid under the Stock Unit Grant and
the conditions under

                                      -14-
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which the Eligible Employee's or Director's interest in any Stock which has been
issued will become non-forfeitable.

      9.2   Conditions.

            (a)   Conditions to Issuance of Stock. The Committee acting in its
                  absolute discretion may make the issuance of Stock under a
                  Stock Grant subject to the satisfaction of one, or more than
                  one, condition which the Committee deems appropriate under the
                  circumstances for Eligible Employees or Directors generally or
                  for an Eligible Employee or a Director in particular, and the
                  related Stock Grant Certificate shall set forth each such
                  condition and the deadline for satisfying each such condition.
                  Stock subject to a Stock Grant shall be issued in the name of
                  an Eligible Employee or Director only after each such
                  condition, if any, has been timely satisfied, and any Stock
                  which is so issued shall be held by the Company pending the
                  satisfaction of the forfeiture conditions, if any, under
                  Section 9.2(b) for the related Stock Grant.

            (b)   Conditions on Forfeiture of Stock or Cash Payment. The
                  Committee acting in its absolute discretion may make any cash
                  payment due under a Stock Unit Grant or Stock issued in the
                  name of an Eligible Employee or Director under a Stock Grant
                  non-forfeitable subject to the satisfaction of one, or more
                  than one, objective employment, performance or other condition
                  that the Committee acting in its absolute discretion deems
                  appropriate under the circumstances for Eligible Employees or
                  Directors generally or for an Eligible Employee or a Director
                  in particular, and the

                                      -15-
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                  related Stock Grant Certificate shall set forth each such
                  condition, if any, and the deadline, if any, for satisfying
                  each such condition. An Eligible Employee's or a Director's
                  non-forfeitable interest in the shares of Stock underlying a
                  Stock Grant or the cash payable under a Stock Unit Grant shall
                  depend on the extent to which he or she timely satisfies each
                  such condition. Each share of Stock underlying a Stock Grant
                  shall not be available under Section 3 after such grant is
                  effective until such time, if any, as such share thereafter is
                  forfeited as a result of a failure to timely satisfy a
                  forfeiture condition, in which event such share of Stock shall
                  again become available under Section 3 as of the date of such
                  forfeiture. Finally, the Company shall have the right to
                  require an Eligible Employee or Director to sign an
                  irrevocable stock power in favor of the Company with respect
                  to forfeitable shares of Stock issued under this Section
                  9.2(b) in order for the Company to effect a forfeiture in
                  accordance with this Section 9.2(b).

            (c)   Minimum Period of Service. If the only condition to the
                  forfeiture of a Stock Grant or a Stock Unit Grant is the
                  completion of a period of service, such period of service
                  shall be no less than the one (1) year period which starts on
                  the date as of which the Stock Grant or Stock Unit Grant is
                  made.

      9.3   Dividends, Voting Rights and Creditor Status.

            (a)   Cash Dividends. Except as otherwise set forth in a Stock Grant
                  or Stock Unit Grant, if a dividend is paid in cash on a share
                  of Stock after (1) such Stock has been issued under a Stock
                  Grant or (2) the date of the Stock

                                      -16-
<PAGE>

                  Unit Grant, but, in either case, before the first date that an
                  Eligible Employee's or a Director's interest in such Stock
                  Grant or Stock Unit Grant (1) is forfeited completely or (2)
                  becomes completely non-forfeitable, the Company shall pay such
                  cash dividend directly to such Eligible Employee or Director.

            (b)   Stock Dividends. If a dividend is paid on a share of Stock in
                  Stock after (1) such Stock has been issued under a Stock Grant
                  or (2) the date of the Stock Unit Grant, but, in either case,
                  before the first date that an Eligible Employee's or a
                  Director's interest in such Stock Grant or Stock Unit Grant
                  (1) is forfeited completely or (2) becomes completely
                  non-forfeitable, the Company shall hold such dividend Stock
                  subject to the same conditions under Section 9.2(b) as the
                  related Stock Grant or Stock Unit.

            (c)   Other. If a dividend (other than a dividend described in
                  Section 9.3(a) or Section 9.3(b)) is paid with respect to a
                  share of Stock after (1) such Stock has been issued under a
                  Stock Grant or (2) the date of the Stock Unit Grant, but, in
                  either case, before the first date that an Eligible Employee's
                  or a Director's interest in such Stock Grant or Stock Unit
                  Grant (1) is forfeited completely or (2) becomes completely
                  non-forfeitable, the Company shall distribute or hold such
                  dividend in accordance with such rules as the Committee shall
                  adopt with respect to each such dividend.

            (d)   Voting. Except as otherwise set forth in a Stock Grant, an
                  Eligible Employee or a Director shall have the right to vote
                  the Stock issued under his or her Stock Grant during the
                  period which comes after such Stock has

                                      -17-
<PAGE>

                  been issued under a Stock Grant but before the first date that
                  an Eligible Employee's or Director's interest in such Stock
                  (1) is forfeited completely or (2) becomes completely
                  non-forfeitable.

            (e)   General Creditor Status. An Eligible Employee and a Director
                  to whom a Stock Unit Grant is made shall be no more than a
                  general and unsecured creditor of the Company with respect to
                  any cash payable under such Stock Unit Grant.

      9.4   Satisfaction of Forfeiture Conditions. A share of Stock shall cease
            to be subject to a Stock Grant at such time as an Eligible
            Employee's or a Director's interest in such Stock becomes
            non-forfeitable under this Plan, and the certificate or other
            evidence of ownership representing such share shall be transferred
            to the Eligible Employee or Director as soon as practicable
            thereafter.

      9.5   Income Tax Deduction.

            (a)   General. The Committee shall (where the Committee under the
                  circumstances deems in the Company's best interest) make Stock
                  Grants and Stock Unit Grants to Eligible Employees either (1)
                  subject to at least one condition related to one, or more than
                  one, performance goal based on the performance goals described
                  in Section 9.5(b) which seems likely to result in the Stock
                  Grant or Stock Unit Grant qualifying as "performance-based
                  compensation" under Section 162(m) of the Code or (2) under
                  such other circumstances as the Committee deems likely to
                  result in an income tax deduction for the Company with respect
                  such Stock Grant or Stock Unit Grant. A performance goal may
                  be set in any manner determined by the

                                      -18-
<PAGE>

                  Committee, including looking to achievement on an absolute or
                  relative basis in relation to peer groups or indexes.

            (b)   Performance Goals. A performance goal is described in this
                  Section 9.5(b) if such goal relates to (1) the Company's
                  return over capital costs or increases in return over capital
                  costs, (2) the Company's total earnings or the growth in such
                  earnings, (3) the Company's consolidated earnings or the
                  growth in such earnings, (4) the Company's earnings per share
                  or the growth in such earnings, (5) the Company's net earnings
                  or the growth in such earnings, (6) the Company's earnings
                  before interest expense, taxes, depreciation, amortization and
                  other non-cash items or the growth in such earnings, (7) the
                  Company's earnings before interest and taxes or the growth in
                  such earnings, (8) the Company's consolidated net income or
                  the growth in such income, (9) the value of the Company's
                  common stock or the growth in such value, (10) the Company's
                  stock price or the growth in such price, (11) the Company's
                  return on assets or the growth on such return, (12) the
                  Company's cash flow or the growth in such cash flow, (13) the
                  Company's total shareholder return or the growth in such
                  return, (14) the Company's expenses or the reduction of such
                  expenses, (15) the Company's sales growth, (16) the Company's
                  overhead ratios or changes in such ratios, (17) the Company's
                  expense-to-sales ratios or the changes in such ratios, or (18)
                  the Company's economic value added or changes in such value
                  added. The Committee shall determine in writing whether a
                  performance goal has been satisfied for a given period.

                                      -19-
<PAGE>

            (c)   Adjustments. When the Committee determines whether a
                  performance goal has been satisfied for any period, the
                  Committee may exclude any or all "extraordinary items" as
                  determined under U.S. generally accepted accounting principles
                  and any other unusual or non-recurring items, including,
                  without limitation, the charges or costs associated with
                  restructurings of the Company, discontinued operations, and
                  the cumulative effects of accounting changes. The Committee
                  may also adjust any performance goal for a period as it deems
                  equitable in recognition of unusual or non-recurring events
                  affecting the Company, changes in applicable tax laws or
                  accounting principles, or such other factors as the Committee
                  may determine (including, without limitation, any adjustments
                  that would result in the Company's paying non-deductible
                  compensation to an Eligible Employee).

                                   Section 10

                               NON-TRANSFERABILITY

      No Option, Stock Grant, Stock Unit Grant or Stock Appreciation Right shall
(absent the Committee's consent) be transferable by an Eligible Employee or a
Director other than by will or by the laws of descent and distribution, and any
Option or Stock Appreciation Right shall (absent the Committee's consent) be
exercisable during a Eligible Employee's or Director's lifetime only by the
Eligible Employee or Director. The person or persons to whom an Option or Stock
Grant or Stock Unit Grant or Stock Appreciation Right is transferred by will or
by the laws of descent and distribution (or with the Committee's consent)
thereafter shall be treated as the Eligible Employee or Director.

                                      -20-
<PAGE>

                                   Section 11

                             SECURITIES REGISTRATION

      As a condition to the receipt of shares of Stock under this Plan, the
Eligible Employee or Director shall, if so requested by the Company, agree to
hold such shares of Stock for investment and not with a view of resale or
distribution to the public and, if so requested by the Company, shall deliver to
the Company a written statement satisfactory to the Company to that effect.
Furthermore, if so requested by the Company, the Eligible Employee or Director
shall make a written representation to the Company that he or she will not sell
or offer for sale any of such Stock unless a registration statement shall be in
effect with respect to such Stock under the 1933 Act and any applicable state
securities law or he or she shall have furnished to the Company an opinion in
form and substance satisfactory to the Company of legal counsel satisfactory to
the Company that such registration is not required. Certificates or other
evidence of ownership representing the Stock transferred upon the exercise of an
Option or Stock Appreciation Right or upon the lapse of the forfeiture
conditions, if any, on any Stock Grant may at the discretion of the Company bear
a legend to the effect that such Stock has not been registered under the 1933
Act or any applicable state securities law and that such Stock cannot be sold or
offered for sale in the absence of an effective registration statement as to
such Stock under the 1933 Act and any applicable state securities law or an
opinion in form and substance satisfactory to the Company of legal counsel
satisfactory to the Company that such registration is not required.

                                   Section 12

                                  LIFE OF PLAN

      No Option or Stock Appreciation Right shall be granted or Stock Grant or
Stock Unit Grant made under this Plan on or after the earlier of:

                                      -21-
<PAGE>

                  (1)   the tenth anniversary of the effective date of this Plan
                        (as determined under Section 4), in which event this
                        Plan otherwise thereafter shall continue in effect until
                        all outstanding Options and Stock Appreciation Rights
                        have been exercised in full or no longer are
                        exercisable, all Stock issued under any Stock Grants
                        under this Plan have been forfeited or have become
                        non-forfeitable and all Stock Unit Grants have been
                        forfeited or been paid; or

                  (2)   the date on which all of the Stock reserved under
                        Section 3 has (as a result of the exercise of Options or
                        Stock Appreciation Rights granted under this Plan or the
                        satisfaction of the forfeiture conditions, if any, on
                        Stock Grants) been issued or no longer is available for
                        use under this Plan, in which event this Plan and any
                        outstanding Options, Stock Appreciation Rights and Stock
                        Grants also shall terminate on such date.

                                   Section 13

                                   ADJUSTMENT

      13.1  Capital Structure. The number, kind or class (or any combination
thereof) of shares of Stock reserved under Section 3, the grant caps described
in Section 3, the number, kind or class (or any combination thereof) of shares
of Stock subject to Options or Stock Appreciation Rights granted under this Plan
and the Option Price of such Options and the SAR Value of such Stock
Appreciation Rights as well as the number, kind or class (or any combination
thereof) of shares of Stock subject to Stock Grants or Stock Unit Grants made
under this Plan shall be adjusted by the Committee in an equitable manner to
reflect any equity restructuring or change in the

                                      -22-
<PAGE>

capitalization of the Company, including, but not limited to, spin offs, stock
dividends, large non-reoccurring dividends, rights offerings or stock splits.

      13.2  Transactions Described in Section 424. The Committee as part of any
corporate transaction described in Section 424(a) of the Code shall have the
right to adjust (in any manner which the Committee in its discretion deems
consistent with Section 424(a) of the Code) the number, kind or class (or any
combination thereof) of shares of Stock reserved under Section 3 and the annual
grant caps described in Section 3. Furthermore, the Committee as part of any
corporate transaction described in Section 424(a) of the Code shall have the
right to adjust (in any manner which the Committee in its discretion deems
consistent with Section 424(a) of the Code) the number, kind or class (or any
combination thereof) of shares of Stock subject to any outstanding Stock Grants
or Stock Unit Grants under this Plan and any related grant conditions and
forfeiture conditions, and the number, kind or class (or any combination
thereof) of shares subject to Option and Stock Appreciation Right grants
previously made under this Plan and the related Option Price and SAR Value for
each such Option and Stock Appreciation Right, and, further, shall have the
right (in any manner which the Committee in its discretion deems consistent with
Section 424(a) of the Code and without regard to the annual grant caps described
in Section 3 of this Plan) to make any Stock Grants and Option and Stock
Appreciation Right grants to effect the assumption of, or the substitution for,
stock grants, stock unit grants and option and stock appreciation right grants
previously made by any other corporation to the extent that such corporate
transaction calls for such substitution or assumption of such stock grants,
stock unit grants and stock option and stock appreciation right grants.

      13.3  Fractional Shares. If any adjustment under this Section 13 would
create a fractional share of Stock or a right to acquire a fractional share of
Stock under any Option, Stock

                                      -23-
<PAGE>

Appreciation Right or Stock Grant, such fractional share shall be disregarded
and the number of shares of Stock reserved under this Plan and the number
subject to any Options or Stock Appreciation Right grants and Stock Grants shall
be the next lower number of shares of Stock, rounding all fractions downward. An
adjustment made under this Section 13 by the Committee shall be conclusive and
binding on all affected persons.

                                   Section 14

                                CHANGE IN CONTROL

      If there is a Change in Control of the Company, then as of the Change
Effective Date for such Change in Control any and all conditions to the exercise
of all outstanding Options and Stock Appreciation Rights on such date and any
and all outstanding issuance and forfeiture conditions on any Stock Grants and
Stock Unit Grants on such date automatically shall be deemed 100% satisfied as
of such Change Effective Date, and the Board shall have the right (to the extent
expressly required as part of such transaction) to cancel such Options, Stock
Appreciation Rights, Stock Grants and Stock Unit Grants after providing each
Eligible Employee and Director a reasonable period to exercise his or her
Options and Stock Appreciation Rights and to take such other action as necessary
or appropriate to receive the Stock subject to any Stock Grants and the cash
payable under any Stock Unit Grants; provided, if any issuance or forfeiture
condition described in this Section 14 relates to satisfying any performance
goal and there is a target for such goal, such issuance or forfeiture condition
shall be deemed satisfied under this Section 14 only to the extent of such
target unless such target has been exceeded before the Change Effective Date, in
which event such issuance or forfeiture condition shall be deemed satisfied to
the extent such target had been so exceeded.

                                      -24-
<PAGE>

                                   Section 15

                            AMENDMENT OR TERMINATION

      This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, (a) no amendment
shall be made absent the approval of the shareholders of the Company to the
extent such approval is required under applicable law or the rules of the stock
exchange on which shares of Stock are listed and (b) no amendment shall be made
to Section 14 on or after the date of any Change in Control which might
adversely affect any rights which otherwise would vest on the related Change
Effective Date. The Board also may suspend granting Options or Stock
Appreciation Rights or making Stock Grants or Stock Unit Grants under this Plan
at any time and may terminate this Plan at any time; provided, however, the
Board shall not have the right unilaterally to modify, amend or cancel any
Option or Stock Appreciation Right granted or Stock Grant made before such
suspension or termination unless (1) the Eligible Employee or Director consents
in writing to such modification, amendment or cancellation or (2) there is a
dissolution or liquidation of the Company or a transaction described in Section
13.2 or Section 14.

                                   Section 16

                                 MISCELLANEOUS

      16.1  Shareholder Rights. No Eligible Employee or Director shall have any
rights as a shareholder of the Company as a result of the grant of an Option or
a Stock Appreciation Right pending the actual delivery of the Stock subject to
such Option or Stock Appreciation Right to such Eligible Employee or Director.
Subject to Section 9.3, an Eligible Employee's or a Director's rights as a
shareholder in the shares of Stock underlying a Stock Grant which is effective
shall be set forth in the related Stock Grant Certificate.

                                      -25-
<PAGE>

      16.2  No Contract of Employment. The grant of an Option or a Stock
Appreciation Right or a Stock Grant or Stock Unit Grant to an Eligible Employee
or Director under this Plan shall not constitute a contract of employment or a
right to continue to serve on the Board and shall not confer on an Eligible
Employee or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in this Plan or
the related Option Certificate, Stock Appreciation Right Certificate, or Stock
Grant Certificate.

      16.3  Withholding. Each Option, Stock Appreciation Right, Stock Grant and
Stock Unit Grant shall be made subject to the condition that the Eligible
Employee or Director consents to whatever action the Committee directs to
satisfy the minimum statutory federal and state tax withholding requirements, if
any, which the Company determines are applicable to any grant made under the
Plan. No withholding shall be effected under this Plan which exceeds the minimum
statutory federal and state withholding requirements.

      16.4  Construction. All references to sections (Section) are to sections
(Section) of this Plan unless otherwise indicated. This Plan shall be construed
under the laws of the State of Delaware. Each term set forth in Section 2 shall,
unless otherwise stated, have the meaning set forth opposite such term for
purposes of this Plan and, for purposes of such definitions, the singular shall
include the plural and the plural shall include the singular. Finally, if there
is any conflict between the terms of this Plan and the terms of any Option
Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate,
the terms of this Plan shall control.

      16.5  Other Conditions. Each Option Certificate, Stock Appreciation Right
Certificate or Stock Grant Certificate may require that an Eligible Employee or
a Director (as a condition to the exercise of an Option or a Stock Appreciation
Right or the issuance of Stock subject to a Stock Grant) enter into any
agreement or make such representations prepared by the Company,

                                      -26-
<PAGE>

including (without limitation) any agreement which restricts the transfer of
Stock acquired pursuant to the exercise of an Option or a Stock Appreciation
Right or a Stock Grant or provides for the repurchase of such Stock by the
Company.

      16.6  Rule 16b-3. The Committee shall have the right to amend any Option,
Stock Grant or Stock Appreciation Right to withhold or otherwise restrict the
transfer of any Stock or cash under this Plan to an Eligible Employee or
Director as the Committee deems appropriate in order to satisfy any condition or
requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be
applicable to such grant or transfer.

      IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Plan to evidence its adoption of this Plan.

                                         GREAT WOLF RESORTS, INC.

                                         By:   _________________________________

                                         Date: _________________________________

                                      -27-