FORM OF NON-COMPETE, TRADE SECRET AND CONFIDENTIALITY AGREEMENT

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EXHIBIT 10.6

FORM OF NON-COMPETE, TRADE SECRET

AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT (the "Agreement") is made by and between GREAT WOLF

RESORTS, INC. (the "Company") and _______________ ("_______") to confirm certain

obligations of the parties hereto.

WHEREAS, through a series of proposed transactions, the Company will

succeed to the family entertainment resort business of The Great Lakes

Companies, Inc. ("Great Lakes");

WHEREAS, _______ has served from time to time as an officer and/or

director of Great Lakes and currently serves as an officer and/or director of

the Company;

WHEREAS, each of _______ and the Company desires that ______ continue to

serve as an officer and/or director of the Company;

WHEREAS, during _______'s tenure as an officer and/or director of Great

Lakes and the Company, he has and will receive and has had and will have access

to Trade Secrets and/or other Confidential Information of Great Lakes and the

Company which are highly valuable and unique assets of the Company and the use

or disclosure by _______ of any proprietary and/or Confidential Information of

Great Lakes, the Company contrary to this Agreement would cause permanent,

incalculable and irreparable injury and damage to the Company.

WHEREAS, _________ has received from Great Lakes, and may in the future

receive from the Company, training in the Company's Business, at considerable

time and expense to the Company, and through such training _________ has had and

will have the opportunity to gain close knowledge of and possible influence over

customers of the Company, and will in such capacity possess the good will of the

Company, and this Agreement is necessary to protect the Company against unfair

loss of said customers, employees or goodwill.

WHEREAS, each of Great Lakes and the Company has made a significant

investment in its workforce, including valuable training, and this Agreement is

necessary to protect the Company against unfair loss of its employees.

NOW, THEREFORE, in consideration of the promises contained in this

Agreement, the sufficiency of which is hereby acknowledged, the parties agree as

follows:

I. CONSIDERATION FROM THE COMPANY:

A. In consideration for ______'s willingness to enter into this

Agreement and to serve in certain capacities for the Company from

time to time, the Company will (i) pay to ______ an annual fee, paid

in accordance with the Company's payroll policies, of $_______,

subject to annual adjustments in the discretion of the Compensation

Committee; (ii) pay to _____ an annual bonus, determined in the sole

discretion of the Compensation Committee, of up to 100% of the

annual fee

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set forth in clause (i), as may be adjusted from time to time; and

(ii) accelerate the vesting of any outstanding options granted to

_____ pursuant to the Company's 2004 Incentive Stock Plan to the

date upon which ______ either fails to be nominated for re-election

to the Board of Directors of the Company or fails to be re-elected

to the Board of Directors by the Company's stockholders; provided,

however, that ______'s unwillingness to stand for re-election shall

not cause the acceleration of vesting of any options pursuant to

this Agreement.

B. The Company would not have continued its relationship with _______

but for ________ entering into this Agreement.

C. _________ acknowledges and agrees that the foregoing consideration

from the Company is sufficient and valid consideration to support

________'s obligations in this Agreement.

II. _________'S ASSURANCES:

A. _______ is not under any contractual agreement, including any with a

former employer, that would conflict with or in any way prevent

_______ from entering into this Agreement or from performing any and

all of ______'s obligations to the Company, including contacting any

customers or prospective customers.

B. _________ will not utilize any proprietary or confidential materials

or information of any former employer (other than Great Lakes) while

serving in any capacity for the Company. Proprietary or confidential

information does not include general skills or knowledge generally

known or available to others.

III. NON-COMPETE AND NON-SOLICITATION AGREEMENT:

During the period that _____ serves as an officer and/or director of the Company

and for a period of one (1) year thereafter, ______ shall not, either directly

or indirectly, for himself or on behalf of or in conjunction with any other

person, company, partnership, corporation, business, group, or other entity

(each, a "Person"):

A. Compete with the Company by engaging in the development,

construction, operation and/or management of family entertainment

resorts featuring indoor waterparks within fifty (50) miles of a

location where the Company conducts its Business or is planning to

conduct its Business;

B. Call on, solicit or attempt to induce any other officer, employee or

independent contractor of the Company or its affiliates with whom

______ had contact, knowledge of, or association at any time during

______'s term as an officer and/or director of Great Lakes, the

Company or any of their affiliates, or, with respect to the one (1)

year period after _____ is no longer an officer and/or director of

the Company (the "Restricted Period"), at any time during the twelve

(12) month period immediately preceding the beginning of the

Restricted Period,

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to terminate his or her employment or business relationship with the

Company or its affiliates and shall not assist any other person or

entity in such a solicitation; or

C. Call on or solicit for the purpose of competing with the Company or

its affiliates any customers of Great Lakes, the Company or any of

their affiliates with whom ______ had contact, knowledge or

association at any time during the time that ______ served as an

officer and/or director of Great Lakes or the Company or their

affiliates, or, with respe