EXHIBIT 10.11


July 26, 2001


Mr. Blake Harbaugh
3851 Rutgers Lane
Northbrook, IL 60062

Re:  CHANGE OF STATUS AND SEPARATION AGREEMENT

Dear Blake:

This  letter,  upon  your  signature,   will  constitute  the  entire  agreement
("Agreement")  between  you and Grubb & Ellis  Company  ("G&E"),  and all of its
respective   subsidiaries,   divisions,   affiliates,   and   related   entities
(collectively,  the  "Company")  regarding  the  transition  of your  employment
status,  duties and responsibilities and the termination of your employment with
the Company.

1.     You have decided it would be in the best interests of you and your family
       not to move to New York and to return to Pittsburgh, Pennsylvania.

2.     a)     You have  resigned  as Chief  Financial  Officer  of G&E and as an
              officer and director of all subsidiaries of G&E effective June 18,
              2001 ("Transition  Date"). On and after the Transition Date, until
              December 31, 2001,  or earlier upon 30 days written  notice by you
              to the Company (your "Termination Date"), you shall have the title
              Senior Vice  President,  Strategy and  Operations of G&E, and will
              report to the Chief  Financial  Officer of G&E ("CFO") or to other
              persons  as  directed  by the CFO  from  time to  time.  From  the
              Transition Date through July 31, 2001 you shall complete a finance
              and accounting transition.  From August 1 through your Termination
              Date,  you  shall  work  in  the  Company's   Northbrook,   IL  or
              Pittsburgh,  Pennsylvania office on various strategic projects and
              business initiatives as directed by the CFO from time to time.

       b)     From the  Transition  Date until July 31, 2001, you shall continue
              to receive  your  current  base salary of Fourteen  Thousand  Five
              Hundred  Eighty-Three  and 33/100 Dollars  ($14,583.33) per month,
              payable  semi-monthly;  from August 1, 2001 until your Termination
              Date,  you shall  receive a base  salary of Sixteen  Thousand  Six
              Hundred  Sixty-Six  and  67/100  Dollars  ($16,666.67)  per month,
              payable  semi-monthly,  in each  case less  withholding  taxes and
              customary payroll deductions.

       c)     You agree to resign as an officer  and  employee of the Company on
              your  Termination  Date,  and  the  Company  hereby  accepts  such
              resignations.  If the  Company  and you  shall  mutually  agree in
              writing, your Termination Date would be extended.

3.     a)     The  Company  has  adopted  the  Executive   Incentive  Bonus  and
              Severance  Plan  effective  June 1, 2000 (the "Bonus and Severance
              Plan").  Pursuant  to the  Bonus  and  Severance  Plan,  after the
              Effective  Date (see  Section  15  below),  you will  receive  the
              following:

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              (i)    One month  following your  Termination  Date, a lump sum in
                     cash  equal  to  Fifty-Five   Thousand  Dollars   ($55,000)
                     representing your calendar year 2001 bonus; and

              (ii)   After  your  Termination  Date,  cash  payments  of Sixteen
                     Thousand   Six  Hundred   Sixty-Six   and  67/100   Dollars
                     ($16,666.67)   per  month,   for  twelve  months,   payable
                     semi-monthly, or an aggregate total of Two Hundred Thousand
                     Dollars  ($200,000),  representing  one year's base salary;
                     and

              (iii)  After your Termination  Date,  Twenty-Eight  Thousand Seven
                     Hundred   Dollars   ($28,700)   representing   the   annual
                     equivalent of your Company benefits for healthcare, dental,
                     vision,   life   insurance,   disability   coverages,   and
                     perquisites   for  the  twelve   month   period  after  the
                     Termination  Date,  which has been grossed up to cover your
                     income taxes,  payable over a period of twelve (12) months,
                     semi-monthly;

                     all of the above to be  reduced  by  withholding  taxes and
                     customary payroll deductions.

       b)     In addition,  after the Effective  Date, on July 31, 2001 you will
              be paid your accrued but unused vacation time pay through July 31,
              2001 in the amount of Eight  Thousand Four Hundred  Thirty-Two and
              No/100 Dollars  ($8,432.00),  less withholding taxes and customary
              payroll  deductions.  You will cease accruing  vacation time after
              July 31,  2001.  You will be  permitted  two weeks off with pay to
              move from Northbrook, Illinois to Pittsburgh, Pennsylvania.

4.     a)     Upon the Effective Date you will no longer be an Executive Officer
              of the  Company  and will  thereafter  no longer be  covered by or
              eligible to receive any  compensation or benefits  pursuant to the
              Executive Change of Control Plan,  adopted by the Company Board of
              Directors  on May 10,  1999,  as  amended  (the "CIC  Plan").  The
              Company   represents  that  no  event  has  taken  place  (and  no
              discussions  have  commenced  with any  third  party) to date that
              could  trigger  a Change of  Control  as  defined  in the CIC Plan
              between  the  Effective  Date of  this  Agreement  and six  months
              following your Termination Date.

       b)     In  consideration  of an  extension  of your  Termination  Date to
              December  31,  2001 and your  acceptance  of this  Agreement,  and
              provided you have  fulfilled your other  obligations  set forth in
              this Agreement, after the Effective Date the Company shall provide
              you with the following benefits:

              i)     up  to  Ten  Thousand  Dollars  ($10,000)  of  outplacement
                     benefits  from the company of your choice,  upon receipt by
                     the Company of bills for same by June 30, 2002; and

              ii)    live  voicemail,  network access and cellular phone through
                     your Termination Date; and

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              iii)   you may keep your portable computer after the Company shall
                     have deleted therefrom,  confidential  Company software and
                     information; and

              iv)    payment  of  moving  expenses  of  up to  Fifteen  Thousand
                     Dollars    ($15,000)    upon    providing   us   sufficient
                     documentation  and vendor invoices for same by December 31,
                     2001.

5.     Except as specifically  provided in this  Agreement,  you hereby abrogate
       and  repudiate  any and all claims you have under the Bonus and Severance
       Plan,  the CIC Plan,  the  acknowledgment  agreements  executed by you in
       respect  of said  plans,  any and all other  written  or oral  agreements
       between you and the Company  regarding the terms of your  employment  and
       any and all compensation to be paid to you by the Company.

6.     After your Termination Date, you will no longer be covered by or eligible
       for any benefits  under any Company  employee  benefit plans in which you
       currently  participate.  After your Termination Date, you will receive by
       separate  cover  information  regarding  your rights to health  insurance
       continuation  (COBRA)  and any 401(k) PLUS plan  benefits.  To the extent
       that you have such rights,  nothing in this  Agreement  will impair those
       rights.

7.     (a)    In exchange for the compensation to be provided to you herein,  to
              which  you are not  otherwise  entitled  except  pursuant  to this
              Agreement,  you  agree to and  hereby do waive  and  release,  and
              promise  never  to  assert,  any  claims  of any  kind  or  nature
              whatsoever,  in  law or  equity,  known  or  unknown,  direct  and
              indirect,  that you have against the Company,  and its  respective
              predecessors,   subsidiaries,   affiliates,   associates,  owners,
              divisions, representatives, related entities, officers, directors,
              shareholders,  agents, partners,  insurers, employee benefit plans
              (and  their  trustees,   administrators  and  other  fiduciaries),
              attorneys,    employees,    heirs,    successors,    and   assigns
              (collectively, the "Released Parties"), arising from or related to
              your  employment,  the  transition  of  your  employment,  and the
              termination of your employment with the Company.

              The claims that you are waiving,  releasing  and  promising not to
              assert  include,  but are not limited  to,  claims  arising  under
              federal, state and local statutory and common law, such as the Age
              Discrimination  in Employment Act, as amended,  the Americans with
              Disabilities  Act of 1990,  the Family  Medical Leave Act of 1993,
              Title VII of the Civil Rights Act of 1964,  as amended,  the Equal
              Pay Act of 1963,  as  amended,  the Civil  Rights Act of 1866,  as
              amended,  the common law of contract and tort,  and any other laws
              and   regulations   relating   to   employment,    or   employment
              discrimination and/or the payment of wages or benefits.

       (b)    In  consideration  of  the  foregoing  and  the  execution  of the
              Agreement  by you,  the Company and the  Released  Parties  hereby
              waive and release  and  promise  never to assert any claims of any
              kind or nature  whatsoever,  in law or equity,  known or  unknown,
              direct or indirect  that the Company  (and/or any of the  Released
              Parties)   might  have   against  you  (and   including,   without
              limitation, your partners,  associates,  agents,  representatives,
              related  entities  and/or  affiliates,   contractors  and/or  your
              attorneys).

8.     (a)    You  understand  and agree that the claims  that you are  waiving,
              releasing and promising  never to assert  include  claims that you
              now know or have reason to know  exist,  as well

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              as  those  that you do not  presently  have  any  reason  to know,
              believe or suspect that you have,  including unknown,  unforeseen,
              unanticipated  and  unsuspected   injuries,   damages,   loss  and
              liability and the consequences  thereof. By signing this Agreement
              you agree that you are  expressly  waiving  any  provision  of any
              state,   federal  or  local  statute,   and  common-law  doctrine,
              providing,  in  substance,  that a  release  shall  not  extend to
              claims, demands, injuries or damages, loss or liability, which are
              unknown or unsuspected to exist, by the person making the release,
              when s/he is making the release.

       (b)    The Company (and the Released  Parties) agree and understand  that
              the claims that they are waiving, releasing and promising never to
              assert  include  claims  that they now know or have reason to know
              exist, as well as those that they do not presently have any reason
              to know, believe or suspect that they may have, including unknown,
              unforeseen,  unanticipated and unsuspected injuries, damages, loss
              and  liability  and  the  consequences  thereof.  By  signing  the
              Agreement  the  Company  (on  behalf  of itself  and the  Released
              Parties)  agrees that the Company (and the  Released  Parties) are
              expressly  waiving any  provision  of any state,  federal or local
              statute, and common law doctrine,  providing in substance,  that a
              release shall not extend to claims, demands,  injuries or damages,
              loss or liability,  which are unknown or  unsuspected  to exist by
              the party making the release, when it/they are making the release.

9.     You agree that you will not voluntarily,  and without compulsion of legal
       process,  assist or encourage  others to assert  claims or to commence or
       maintain  litigation against the Released Parties.  You also agree not to
       take any action or make any statement which  disparages or is intended to
       disparage the Released Parties or their reputations.

10.    You agree to return to the Company, by your Termination Date, any and all
       information  and  materials,  whether in paper,  magnetic,  electronic or
       other  form,  that you have about the  Company's  practices,  procedures,
       trade  secrets,  finances,  client  lists,  or marketing of the Company's
       services.  You will promptly  execute any and all notices of  resignation
       from any Company position as requested by the General  Counsel.  You will
       take no  further  action  to bind  or  obligate  the  Company.  You  will
       immediately turn in your corporate American Express card.

11.    You  agree  that  you  will  not,  unless  required  by law or  otherwise
       permitted by express  written  permission from or request by the Company,
       disclose to anyone any information regarding the following:

       a.     Any non-public  information  regarding the Company,  including its
              practices,  procedures,  trade secrets, finances, client lists, or
              marketing of the Company's services.

       b.     The terms of this  Agreement,  except that you may  disclose  this
              information  to  members  of  your  immediate  family  and to your
              attorney,  accountant or other professional advisor(s) to whom you
              must make the disclosure in order for them to render  professional
              services to you. You will instruct them,  however, to maintain the
              confidentiality  of this  information  just as you  must,  and any
              breach of this obligation of confidentiality by such family member
              or professional  advisor(s) shall be deemed to be a breach by you.
              If required to disclose  the terms of this  Agreement  by law, you
              shall provide the Company with sufficient notice prior to any such
              disclosure,  including  the


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              basis for the legal requirement to disclose,  to allow the Company
              to seek a protective order preventing the disclosure.

12.    You agree that,  commencing on the Effective  Date,  and thereafter for a
       period of six months after your Termination Date, you shall not, directly
       or  indirectly,  on behalf  of  yourself  or any  other  person or entity
       solicit  for   employment  any  then  current   executive,   employee  or
       independent  contractor  of the  Company,  or  request or induce any then
       current executive,  employee or independent  contractor of the Company to
       leave the employ of, or association with, the Company.

13.    Except as  required  by law or  administrative  agency or stock  exchange
       rules, the Company will keep the terms of this Agreement confidential. It
       is expected  that the Company  will file this  Agreement as an exhibit to
       its SEC filings.

14.    In the event that you breach any of your obligations under this Agreement
       or as  otherwise  imposed by the law,  the  Company  will be  entitled to
       recover the  benefits  paid under the  Agreement  and to obtain all other
       relief provided by law and equity. This Agreement will be governed by the
       law of the State of Illinois without regard to principles of conflicts of
       laws thereof.

15.    To accept the  Agreement,  please date and sign this Agreement and return
       it, either by personal delivery or by mail, to GRUBB & ELLIS COMPANY, c/o
       Robert  J.  Walner,  General  Counsel,  2215  Sanders  Road,  Suite  400,
       Northbrook, IL 60062. An extra original for your records is enclosed.

       A.     YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.

       B.     YOU HAVE UP TO 21 DAYS FROM THE DATE YOU RECEIVE THIS AGREEMENT TO
              ACCEPT THE TERMS OF THIS AGREEMENT,  ALTHOUGH YOU MAY ACCEPT IT AT
              ANY TIME WITHIN THOSE 21 DAYS.

       C.     ONCE YOU ACCEPT THIS AGREEMENT, YOU WILL HAVE SEVEN (7) DAYS AFTER
              SIGNING  TO REVOKE  YOUR  ACCEPTANCE.  TO  REVOKE,  YOU MUST SEND,
              EITHER BY PERSONAL  DELIVERY OR BY MAIL, TO THE GENERAL COUNSEL AS
              INDICATED ABOVE, A WRITTEN STATEMENT OF REVOCATION.  IF YOU DO NOT
              REVOKE,  THE EIGHTH DAY AFTER THE DATE OF YOUR  ACCEPTANCE WILL BE
              THE "EFFECTIVE DATE" OF THIS AGREEMENT.

16.    Nothing in this Agreement  shall  constitute an admission of liability or
       wrongdoing by the Company or by you. This Agreement  shall not be binding
       on the Company  unless and until it is signed,  in  unaltered  form,  and
       returned to the Company as provided above.

17.    In the event  that any one or more of the  provisions  contained  in this
       Agreement  shall,  for any  reason,  be held to be  invalid,  illegal  or
       unenforceable  in any respect,  then to the maximum  extent  permitted by
       law, such invalidity, illegality or unenforceability shall not affect any
       other provision of this Agreement.

18.    This Agreement  represents the sole and entire agreement  between you and
       the  Company  regarding  the  transition  and  then  termination  of your
       services  as Chief  Financial  Officer  and  Senior  Vice


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       President and supersedes any and all previous verbal or written promises,
       representations,  agreements,  negotiations and/or  discussions,  if any,
       between you and the Company with respect to the subject  matters  covered
       herein.  This Agreement cannot be terminated or changed except in writing
       by you and a duly authorized representative of G&E.

19.    All  notices,  requests,  demands  and  other  communications  which  are
       required  or may be given  under this  Agreement  shall be in writing and
       shall be deemed  to have been duly  given  when  received  if  personally
       delivered;  when  transmitted if  transmitted by telecopy,  electronic or
       digital transmission method, with electronic confirmation; when received,
       if sent  for  next day  delivery  to a  domestic  address  by  recognized
       overnight delivery service (E.G., Federal Express);  and upon receipt, if
       sent by certified or registered mail, return receipt  requested.  In each
       case notice shall be sent to:

       If to you, addressed to:

       Blake Harbaugh
       3851 Rutgers Lane
       Northbrook, IL 60062

       If to Grubb & Ellis Company, addressed to:

       Grubb & Ellis Company
       2215 Sanders Road, 4th Floor
       Northbrook, IL 60062
       Attention:  General Counsel
       Fax: (847) 753-9034

or to such other place and with such other copies as either party may  designate
as to itself by written notice to the others.

20.    This  Agreement  may be  executed in any number of  counterparts,  all of
       which, when taken together, shall constitute one and the same instrument.


                                     GRUBB & ELLIS COMPANY

                                     BY: /s/ BARRY M. BAROVICK
                                         ---------------------------------------
                                             Barry M. Barovick
Dated:  July 26, 2001                        President & Chief Executive Officer


By signing this  Agreement,  I acknowledge  that I have had the  opportunity  to
review it carefully  with an attorney of my choice,  that I understand the terms
of the agreements contained therein, and that I voluntarily agree to them.

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Dated:   July 27, 2001                   /s/ BLAKE HARBAUGH
                                         ---------------------------------------
                                         Blake Harbaugh



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