EXHIBIT 10.3

                                 LOAN AGREEMENT

     THIS  AGREEMENT  (the "Loan  Agreement") is made and entered into as of May
15, 2001 between GRUBB & ELLIS COMPANY, a Delaware  corporation (the "Company"),
and BARRY M. BAROVICK ("Executive").

     WHEREAS,  the  Company  and  Executive  have  entered  into  an  employment
agreement  effective as of May 15, 2001 (the  "Employment  Agreement"),  whereby
Executive will be President and Chief Executive Officer of the Company; and

     WHEREAS,  the  Employment  Agreement  provides  for one or more loans in an
aggregate amount of up to one million five hundred thousand dollars ($1,500,000)
(the "Loan" or "Loans"),  to be evidenced by one or more  promissory  notes (the
"Note" or "Notes").

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
covenants and terms hereafter set forth, it is agreed as follows:

     1.   COMMITMENT  TO LEND.  The  Company  offers  to lend to  Executive  the
principal sum of up to one million,  five hundred thousand dollars  ($1,500,000)
on the following terms.

     2.   BORROWINGS.  Executive  may  borrow  up to  $750,000  on and after the
commencement  date of his  employment  with the  Company,  and may  borrow up to
$750,000 on and after August 15, 2001  ("Borrowings").  The Company's commitment
to lend to  Executive  hereunder  shall  expire  on the  earliest  to  occur  of
termination  of  Executive's  employment  with the Company  for any  reason,  or
December 31, 2001.

     3.   PROMISSORY NOTES.  Executive may request a Borrowing of up to $750,000
on or after May 15,  2001 and a  Borrowing  of up to  $1,500,000  less the first
Borrowing on or after August 15, 2001,  by executing a Note in the form attached
hereto as Exhibit A and incorporated herein by reference,  and by delivering the
original,  executed  Note  to  the  Chief  Financial  Officer  of  the  Company,
accompanied  by a  request  to  borrow.  The two dates of  funding  shall be the
"Borrowing Dates."

     4.   TERM OF LOANS.  The term of each Loan  hereunder  shall  extend  for a
period ending May 15, 2004 (the "Loan Due Date").

     5.   INTEREST  RATE.  The interest rate per annum on each Loan shall be the
short-term  applicable  federal  rate of interest  under  Internal  Revenue Code
Section 1274(d) on the Borrowing Dates for loans on which interest is compounded
annually.  Interest  shall  accrue  annually  from the  date of each  Borrowing.
Interest on the Loans shall compound annually.

     6.   REPAYMENT AND  AMORTIZATION  OF THE LOANS.  The principal on each Loan
shall be amortized annually over the period commencing on the Borrowing Date and
ending on each May 15 of 2002, 2003 and 2004.

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     7.   ACCELERATION OF THE LOAN DUE DATE.  Notwithstanding  the provisions of
Paragraph 6, upon  termination  of  Executive's  employment  with the Company by
Executive  without  "Good  Reason" or by the Company for "Cause," as those terms
are defined in the Employment Agreement and are incorporated herein by reference
before  the Loan Due Date,  the  outstanding  balance  of the  Loans,  including
accrued interest, shall be immediately due and payable in cash.

     8.   USE OF PROCEEDS.  Executive  represents and warrants that the proceeds
from the Loans will not be used to  finance  the  purchase  of shares of capital
stock of the Company.

     9.   TAXES.  Executive  represents  that he has  reviewed  with his own tax
advisor the federal,  state, local and foreign tax consequences,  if any, of the
Loans  and the  transactions  contemplated  by this  Loan  Agreement.  Executive
further  represents  that he has relied  solely on such  advisor  and not on any
statements or  representations  of the Company or any of its agents with respect
to tax matters in connection  with this Loan  Agreement.  Executive  understands
that Executive (and not the Company) shall be responsible  for  Executive's  tax
liability  that  may  arise  as a  result  of  the  Loans  or  the  transactions
contemplated by this Loan Agreement.

     10.  TRANSFER  OF THE  COMPANY'S  RIGHTS  AND  OBLIGATIONS  HEREUNDER.  The
Company is  entitled  to  transfer  its rights and  obligations  under this Loan
Agreement to one or more persons or entities,  and all covenants and  agreements
hereunder  shall inure to the benefit of, and be  enforceable  by the  Company's
successors and assigns.  If the Company undergoes a "Change of Control," as that
term  is  defined  in  the  Employment  Agreement  and  incorporated  herein  by
reference,  then the Company  shall use its best efforts to cause any  surviving
corporation or entity or acquiring  corporation or entity,  or affiliate of such
corporation  or entity,  to assume  the  Company's  obligations  under this Loan
Agreement.

     11.  RIGHTS TO  CONTINUATION  OF  EMPLOYMENT.  Executive  acknowledges  and
understands  that  the  benefits  conferred  upon  Executive  hereunder  do  not
constitute  an express  or implied  promise  of  continued  employment  with the
Company,  and that this Loan Agreement  shall not be construed as obligating the
Company to employ or retain Executive for any specific period of time.

     12.  DISPUTES.  Any dispute  arising in connection with this Loan Agreement
shall be finally  determined and settled by  arbitration.  Arbitration  shall be
initiated  by  one  party  making  written  demand  upon  the  other  party  and
simultaneously  filing the demand  together  with required fees in the office of
the American  Arbitration  Association in New York,  New York.  The  arbitration
proceeding  shall be conducted in New York,  New York by a single  arbitrator in
accordance with the Expedited  Procedures of the Employment  Dispute  Resolution
Rules of the American  Arbitration  Association,  except as  otherwise  provided
herein.  Except  as  required  by the  arbitrator,  the  parties  shall  have no
obligation to comply with discovery requests made in the arbitration proceeding.
The arbitration award shall be a final and binding  determination of the dispute
and shall be fully  enforceable  as an  arbitration  award in any  court  having
jurisdiction and venue over such parties.

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     13.  NO  WAIVER;  SEVERABILITY.  Either  party's  failure  to  enforce  any
provision  hereunder  shall not in any way be  construed as a waiver of any such
provision,  nor prevent  that party from  thereafter  enforcing  such  provision
and/or  any  other  provision  of this Loan  Agreement.  The  invalidity  of any
provision of this Loan Agreement  shall not in any manner affect the validity or
enforceability. of any other provisions hereof.

     14.  NOTICES. Any notice to be given under the terms of this Loan Agreement
to the Company shall be addressed to the Company in care of the General Counsel,
2215 Sanders Road, Suite 400,  Northbrook,  IL 60062; and any notice to be given
to Executive shall be addressed to him at his address of record on file with the
Company. By a notice given pursuant to this Section,  either party may hereafter
designate a different  address for notices to be given to him.  Any notice which
is required to be given to the Executive  shall,  if Executive is then deceased,
be given to  Executive's  personal  representative  if such  representative  has
previously  informed  the  Company of his status and  address by written  notice
under this Section.  Any notice to any party will be effective  upon receipt (or
refusal of receipt), and shall be in writing and delivered personally or sent by
telecopy or certified or registered mail, postage prepaid.

     15.  TITLES. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

     16.  GOVERNING LAW; ENTIRE AGREEMENT; AMENDMENTS. This Loan Agreement shall
be  administered,  interpreted and enforced under the internal laws of the State
of Delaware,  without  regard to conflicts of laws thereof.  This Loan Agreement
represents the entire agreement between the parties with respect to the Loans as
provided  for  in  Executive's   employment  agreement  with  the  Company,  and
supersedes all prior  understandings of the parties with regard thereto.  In the
event of a conflict between the provisions of his employment  agreement with the
Company and this Loan Agreement,  the terms of the Loan Agreement shall prevail.
This Loan  Agreement  may not be  modified  except  in a writing  signed by both
parties.

     This Loan  Agreement may be signed in  counterpart,  each of which shall be
deemed an original for all purposes and both of which together shall  constitute
one instrument.

     IN WITNESS WHEREOF, this Loan Agreement has been executed by the parties as
indicated below.

EXECUTIVE                                 GRUBB & ELLIS COMPANY


/s/ BARRY M. BAROVICK                     By:   /s/ REUBEN S. LEIBOWITZ
--------------------------------------          --------------------------------
Barry M. Barovick                               Reuben S. Leibowitz
                                                Chairman of the Board

Date: MAY 22, 2001                        Date: MAY 18, 2001
      --------------------------------          --------------------------------

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<PAGE>


EXHIBIT A TO LOAN AGREEMENT

                                                   PROMISSORY NOTE - PAGE 1 OF 2

[GRAPHIC OMITTED]


$------- 750,0000-------       NEW YORK,        NEW YORK   ,      MAY 16, 2001
------------------------    ---------------  --------------    -----------------
                                (City)          (State)              (Date)

On or, as indicated below,  before May 15, 2004 (the "Maturity Date"), for value
received, the undersigned Barry M. Barovick ("Maker") promises to pay to Grubb &
Ellis Company,  a Delaware  corporation,  or its wholly owned  subsidiary  named
below  (hereinafter,  "Grubb & Ellis Company"),  or order, at 2215 Sanders Road,
Suite 400,  Northbrook,  Illinois 60062, or such other place as the holder shall
designate,  the amount financed as set forth above ("principal"),  plus interest
thereon at the rate of 4.25 per cent per annum ("interest"), or the highest rate
permitted by law, whichever is less.  Principal and interest shall be payable in
lawful money of the United  States and payments  made shall be applied  first to
accrued interest and then to unpaid principal.

The  principal  shall be amortized  and paid in  installments  at the  following
dates:

                                  May 15, 2002
                                  May 15, 2003
                                  May 15, 2004

Interest shall accrue annually on the outstanding principal balance of this Note
on each May15 of 2002, 2003 and 2004.

NOTWITHSTANDING THE FOREGOING REPAYMENT PROVISIONS,  UPON TERMINATION OF MAKER'S
EMPLOYMENT  WITH THE COMPANY BY MAKER WITHOUT GOOD REASON AS DEFINED IN THE LOAN
AGREEMENT OR BY THE COMPANY FOR CAUSE, AS DEFINED IN THE LOAN AGREEMENT,  BEFORE
THE MATURITY  DATE,  THE  OUTSTANDING  BALANCE OF THE LOANS,  INCLUDING  ACCRUED
INTEREST, SHALL BE IMMEDIATELY DUE AND PAYABLE IN CASH.

The Maker  reserves the right to prepay all or any part of the unpaid  principal
and accrued interest at any time without any penalty or charge therefor.

Except to the extent  expressly  prohibited  by  applicable  law,  bonuses under
Maker's  Retention  Bonus  Program  dated as of May 15, 2001 that are payable to
Maker by Grubb & Ellis  Company at any time  after  this Note is signed,  to the
extent that any balance of principal or interest remains unpaid under this Note,
shall be  applied  to the  outstanding  balance  of this Note  until it has been
repaid in full.  The Maker hereby  assigns all  foregoing  sums to Grubb & Ellis
Company;  provided,  however, that such repayment shall not relieve Maker of his
obligation to repay

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<PAGE>


                                                   PROMISSORY NOTE - PAGE 2 OF 2


amounts  owing under this Note in the event that such bonuses to be received are
not sufficient or timely to meet Maker's obligations hereunder. The Maker agrees
to pay all  reasonable  attorneys'  fees and  costs  incurred  by the  holder to
collect  all sums due under this note  whether or not any  arbitration  or legal
action is commenced or concluded.

The Maker  warrants,  represents  and  agrees  that he has not  relied  upon any
statement by Grubb & Ellis  Company with respect to the matters  covered by this
Note  except for the matters  expressly  stated in this Note.  The Maker  hereby
waives  presentment  for  payment,  notice of  non-payment,  notice of dishonor,
demand for payment and any notices in connection with the delivery, presentment,
acceptance, performance, default or enforcement of this Note.

In the event a claim or  controversy  arises  concerning any failure by Maker to
pay holder all or any  portion of the  amounts  provided  herein,  such claim or
controversy shall be finally determined and settled by arbitration.  Arbitration
shall be initiated by one party making  written  demand upon the other party and
simultaneously  filing the demand  together  with required fees in the office of
the American  Arbitration  Association in New York,  New York.  The  arbitration
proceeding  shall be conducted in New York,  New York by a single  arbitrator in
accordance with the Expedited  Procedures of the Employment  Dispute  Resolution
Rules of the American  Arbitration  Association,  except as  otherwise  provided
herein.  Except  as  required  by the  arbitrator,  the  parties  shall  have no
obligation to comply with discovery requests made in the arbitration proceeding.
The arbitration award shall be a final and binding  determination of the dispute
and shall be fully  enforceable  as an  arbitration  award in any  court  having
jurisdiction  and  venue  over  such  parties.  In  the  event  any  arbitration
proceeding  or legal  action  to  enforce  an  arbitration  award  is  commenced
hereunder,  the  prevailing  party shall be entitled to recover its expenses and
reasonable attorneys' fees incurred therein from the unsuccessful party.

This Note shall be governed by and  construed  in  accordance  with the internal
laws of the state of New York, without regard to the conflict-of-law provisions.

                                                             MAKER

                                                         /s/ BARRY M. BAROVICK
                                                         ----------------------
                                                             Barry M. Barovick

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<PAGE>


                             RETENTION BONUS PROGRAM
                                  MAY 15, 2001
                                BARRY M. BAROVICK

1.     ELIGIBILITY  FOR BONUSES.  You are eligible to receive a retention  bonus
       ("Bonus")  for  each  of  the  following   periods   commencing  on  your
       Commencement  Date and ending  three years from your  Commencement  Date,
       upon  the  continuation  of  your  employment  with  the  Company  in the
       capacities of President  and Chief  Executive  Officer,  and according to
       such other terms as are set forth below.

                                      YEAR

                             First (ending 5/15/02)

                           Second (5/15/02 - 5/15/03)

                            Third (5/15/03 - 5/15/04)

2.     CALCULATION OF THE BONUSES. Each bonus will be calculated as follows: you
       will be paid,  at the last day of each of the  above  periods,  an amount
       equal  to  the  accrued  interest  and  principal  due  under  all  Loans
       outstanding under the Loan Agreement dated as of May 15, 2001 between you
       and the Company (the "Loan  Agreement"),  plus an amount necessary to pay
       applicable income and employment taxes on the bonus.

3.     ACCELERATION  OF BONUSES UPON CERTAIN  EVENTS.  Upon any of the following
       events,  you shall  receive a bonus equal to the  outstanding  and unpaid
       accrued interest and principal under all Loans outstanding under the Loan
       Agreement,  plus  an  amount  necessary  to  pay  applicable  income  and
       employment taxes on the bonus:

       (i)    Following a "Change of  Control."  "Change of Control"  shall have
              the  meaning  set  forth  in your  employment  agreement  with the
              Company dated as of May 15, 2001, which is incorporated  herein by
              reference (the "Employment Agreement"),  and such definition shall
              be incorporated herein by reference:

       (ii)   if you  terminate  your  employment  with the  Company  for  "Good
              Reason."  "Good  Reason"  shall have the meaning set forth in your
              Employment  Agreement,  and such definition  shall be incorporated
              herein by reference:

       (iii)  if your  employment  with the Company is terminated by the Company
              other than for "Cause."  "Cause"  shall have the meaning set forth
              in  your  Employment  Agreement,  and  such  definition  shall  be
              incorporated herein by reference.

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<PAGE>


5.     You agree that all bonuses paid  hereunder will be applied to outstanding
       principal and accrued  interest of all Loans issued to you under the Loan
       Agreement between you and the Company dated as of May 15, 2001 (the "Loan
       Agreement") as evidenced by the promissory note that you have executed in
       favor of the Company as of May 15, 2001 (the "Loans").

6.     You acknowledge and agree that each bonus payment  hereunder,  whether or
       not applied to repayment  of the Loans,  shall be reported by the Company
       to the  Internal  Revenue  Service  as  compensation  income  to you upon
       earning the bonus.

       This Retention Bonus Program may be signed in counterpart,  each of which
shall be deemed an original for all purposes  and both of which  together  shall
constitute one instrument.

       IN WITNESS WHEREOF, this Retention Bonus Program has been executed by the
parties as indicated below.

EXECUTIVE                               GRUBB & ELLIS COMPANY


/s/ BARRY M. BAROVICK                   By:   /s/ REUBEN S. LEIBOWITZ
---------------------------------             -------------------------------
Barry M. Barovick                             Reuben S. Leibowitz
                                              Chairman of the Board

Date: MAY 22, 2001                      Date: MAY 18, 2001
      ---------------------------             -------------------------------



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