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Exhibit 10.17



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EMPLOYMENT AGREEMENT

By and Between

GRUBB & ELLIS COMPANY

and

ROBERT H. OSBRINK



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December 12, 2001





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TABLE OF CONTENTS

|                                            |  |  |   | 
|------------------------------------------- |  |  | - | 
|1. EMPLOYMENT                               |  |  | 1 | 
|                                            |  |  |   | 
|2. DUTIES AND RESPONSIBILITIES OF EXECUTIVE |  |  | 1 | 
|                                            |  |  |   | 
|3. COMPENSATION                             |  |  | 2 | 
|                                            |  |  |   | 
|4. BENEFITS                                 |  |  | 4 | 
|                                            |  |  |   | 
|5. TERM OF EMPLOYMENT                       |  |  | 4 | 
|                                            |  |  |   | 
|6. CONFIDENTIALITY                          |  |  | 4 | 
|                                            |  |  |   | 
|7. NON-COMPETITION, NON-SOLICITATION        |  |  | 6 | 
|                                            |  |  |   | 
|8. TERMINATION                              |  |  | 6 | 
|                                            |  |  |   | 
|9. VIOLATION OF OTHER AGREEMENTS            |  |  | 7 | 
|                                            |  |  |   | 
|10. SPECIFIC PERFORMANCE; DAMAGES           |  |  | 8 | 
|                                            |  |  |   | 
|11. NOTICES                                 |  |  | 8 | 
|                                            |  |  |   | 
|12. WAIVERS                                 |  |  | 8 | 
|                                            |  |  |   | 
|13. PRESERVATION OF INTENT                  |  |  | 9 | 
|                                            |  |  |   | 
|14. ENTIRE AGREEMENT                        |  |  | 9 | 
|                                            |  |  |   | 
|15. INUREMENT, ASSIGNMENT                   |  |  | 9 | 
|                                            |  |  |   | 
|16. AMENDMENT                               |  |  | 9 | 
|                                            |  |  |   | 
|17. HEADINGS                                |  |  | 9 | 
|                                            |  |  |   | 
|18. COUNTERPARTS                            |  |  | 9 | 
|                                            |  |  |   | 
|19. GOVERNING LAW; DISPUTES                 |  |  | 9 | 





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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT(this Agreement) dated as of December 12, 2001, by
and between GRUBB & ELLIS COMPANY,a Delaware corporation having an address at
55 East 59th Street, New York, New York 10022 (the Company), and ROBERT H.
OSBRINK, an individual residing at 10891 Paddock Lane, Santa Ana, CA 92705
(Executive).

W I T N E S S E T H:

WHEREAS,the Company desires to employ Executive and Executive desires to
provide Executives exclusive services to the Company in connection with the
Companys business; and

WHEREAS,both parties desire to clarify and specify the rights and
obligations which each have with respect to the other in connection with
Executives continued employment.

NOW, THEREFORE,in consideration of the agreements and covenants herein
set forth, the parties hereby agree as follows:



| | 1. |  | Employment
| | -- |  | ----------

The Company hereby employs Executive as Regional Managing Director of the
Companys southwest region, and Executive hereby accepts such exclusive
employment and agrees to render Executives exclusive services as an employee
of the Company, for the term of this Agreement (as set forth in Section 5
below), all subject to and on the terms and conditions herein set forth.



| | 2. |  | Duties and Responsibilities of Executive
| | -- |  | ----------------------------------------

Executive shall be exclusively employed as a Executive Vice President,
Regional Managing Director, and Executive agrees to provide Executives
exclusive services to the Company, subject to the other provisions of this
Section 2. Executives responsibilities and duties shall be commensurate with
his position and, in connection therewith, Executive shall be responsible for
the management of the Companys operations in the southwest region in the
business engaged, or proposed to be engaged, in by the Company. In the
performance of his duties, Executive shall report to the Companys Chief
Operating Officer or his designee.
Executive shall use Executives best efforts to maintain and enhance the
business and reputation of the Company and shall perform such other duties
commensurate with Executives position as may, from time to time, be designated
to Executive by the Chief Operating Officer or his designee. Executive shall be
available to travel, as the reasonable needs of the Company shall require.
Executives principal place of employment shall be within a fifty (50) mile
radius of Los Angeles, California.





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| | 3. |  | Compensation
| | -- |  | ------------

(a) In consideration for Executives services to be performed under this
Agreement and as compensation therefor, Executive shall receive, in addition to
all other benefits provided for in this Agreement, a base salary (the Base
Salary) at a rate of Two Hundred Sixty Thousand Dollars ($260,000) per annum
for the first year of the Term (as hereinafter defined). Executive will be
eligible to receive a performance-based increase in the Base Salary for each
year of the Term. All payments of Base Salary shall be subject to all
applicable withholdings and deductions, and shall be payable in accordance with
the Companys payroll practices.

(b) In addition to the Base Salary, Executive shall receive an annual
discretionary bonus (Discretionary Bonus) of up to 20% of the Base Salary.
The Discretionary Bonus shall be based upon the performance of the Executive,
the Company and the southwest region of goals to be established annually by the
Chief Operating Officer of the Company within three (3) months of the
commencement of each year of the Term as defined in Section 5 herein. Whether
the Discretionary Bonus has been earned is at the sole discretion of the
Company and its Chief Operating Officer or his designee.

(c) In addition to the Base Salary, Executive shall receive a percentage
override on the gross revenues (Revenue Incentive) recorded in the southwest
region for the transaction services, third party property management services,
facilities management services, business services, consulting services, and any
other business lines to which the Executive has been assigned responsibility.
The Revenue Incentive percentages shall be determined within three (3) month of
the commencement of each year of the Term; provided the calendar year budget
has been approved by the Companys Board of Directors.

(d) In addition to Base Salary, Executive shall receive an annual
profitability bonus (Profitability Bonus) as follows:

|                                                                                                |  |                                                                   
|----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------
|RETURN ON REVENUE PERCENTAGE                                                                    |  | PROFITABILITY BONUS                                               
|                                                                                                |  |                                                                   
|Regional net income return-on-revenue1
percentage at the approved calendar year
budgeted level. |  | 35% of Base Salary                                                
|                                                                                                |  |                                                                   
|For every two percentage points above the
budgeted return-on-revenue percentage.                |  | Profitability Bonus will increase by
20% of the 35% of Base Salary
|                                                                                                |  |                                                                   
|For every two percentage points below the
budgeted return-on-revenue percentage.                |  | Profitability Bonus will decrease by
20% of the 35% of Base Salary
|                                                                                                |  |                                                                   
|For -return-on-revenue percentage below 0%                                                      |  | No Profitability Bonus                                            

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1Net income return-on-revenue for a region means gross revenue less total
participation, total operating expenses, internal allocations, depreciation,
amortization and interest expense, divided by gross revenue.

The return-on-revenue percentage target shall be communicated to Executive
by the Companys Chief Operating Officer or his designee by the later of a date
within one (1) month of the commencement of each year of the Term; or within
one week of the date that the calendar year budget has been approved by the
Companys Board of Directors.

(e) Minimum Compensation. Notwithstanding the above provisions, for the
first year of the Term, the Executive will receive the greater of (i) Base
Salary plus a discretionary bonus of up to 80% of Base Salary, or (ii)
Compensation calculated as set forth under paragraphs (a), (b), (c) and (d) of
this paragraph. Compensation hereunder is referred to as Minimum
Compensation. The performance goals required to earn the discretionary bonus
component of the Minimum Compensation shall be based upon the performance of
the Executive and the southwest region of goals to be established by the Chief
Operating Officer of the Company within three (3) months of the commencement of
the Term.

(f) 50% of the budgeted Revenue Incentive and Profitability Bonus shall be
payable in the semi-monthly payroll. The Discretionary Bonus, and the remaining
50% of each of the Revenue Incentive and Profitability Bonus (collectively
Incentives) shall be payable within ninety (90) days after December 31st of
the year to which the Incentives are applicable in one lump sum, subject to all
applicable withholding and deductions, in accordance with the Companys
customary payroll and bonus payment practices. The Incentives payable hereunder
shall be prorated by reference to the days of the twelve-month period ending
December 31st during which Executive was employed by the Company.

(g) Effective upon the later to occur of (i) the commencement of
Executives employment and (ii) approval of the grant of the Option (as defined
below) by the Board of Directors of the Company (the Board) or the
Compensation Committee of the Board, as applicable, the Company shall grant
Executive a stock option (the Option) to purchase an aggregate of seventy
thousand (70,000) shares of the Companys common stock, $.0l par value per
share (the Common Stock), at an exercise price, pursuant to the terms of
applicable Company stock option plan (the Plan), equal to the closing price
of the Common Stock on the New York Stock Exchange on the trading day next
preceding the date of grant. The terms of the Option shall be set forth in an
agreement between the Company and Executive, which shall reflect the terms
hereof and the terms and conditions set forth in the Companys standard form of
option agreement (the Option Agreement). The Option shall become exercisable
twenty-five percent (25%) one year from the date of grant, twenty-five percent
(25%) two years from the date of grant, twenty-five percent (25%) three years
from the date of grant, and the remaining twenty-five percent (25%) four years
from the date of grant and shall expire ten (10) years after the date of grant.
In addition, at the discretion of the Administrator (as defined in the Plan),
the Executive may receive further grants of stock options, subject to the terms
of the Companys stock option plans.

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(h) The compensation program for Executive applicable after the first year
of the Term of this Agreement (as defined in Section 5 below) is subject to
change at the discretion of the Chief Operating Officer or the Chief Executive
Officer of the Company.



| | 4. |  | Benefits
| | -- |  | --------

(a)   In addition to the Base Salary and the Bonus Compensation provided for
in Section 3 hereof, during the Term Executive shall be entitled to participate
in or receive benefits equivalent to any employee benefit plan or other
arrangement, including but not limited to any medical, dental, retirement,
disability, life insurance, sick leave and vacation plans or arrangements,
generally made available by the Company to similar executives, subject to or on
a basis consistent with the terms (including eligibility terms), conditions and
overall administration of such plans or arrangements; PROVIDED, that such plans
and arrangements are made available at the discretion of the Company and
nothing in this Agreement establishes any right of the Executive to the
availability or continuance of any such plan or arrangement that is not
generally made available to other similar executives. The Company reserves the
right to modify or terminate one or more of its employee benefits plans at any
time.

(b)   Executive shall be entitled to reimbursement for all reasonable travel,
entertainment and other reasonable expenses incurred in connection with the
Companys business, provided that such expenses are (i) pre-approved by the
Company if not in accordance with the Companys policies, and (ii) adequately
documented and vouchered in accordance with the Companys policies.



| | 5. |  | Term of Employment
| | -- |  | ------------------

The term (the Term) of Executives employment hereunder shall commence
on January 1, 2002 and shall expire three (3) years thereafter, unless
terminated prior thereto in accordance with Section 8 hereof. Upon expiration
of the Term, unless his employment has been terminated earlier, Executives
employment with the Company shall continue under an at-will relationship,
wherein either the Company or the Executive may terminate the employment
relationship at any time, for any or no reason.



| | 6. |  | Confidentiality
| | -- |  | ---------------

(a) Executive agrees and covenants that, at any time during which
Executive is employed by the Company (which, for purpose of this Section 6
shall include the Companys subsidiaries and affiliates) or thereafter,
Executive will not (without first obtaining the express permission of the
Company) (i) at any time during employment by the Company or thereafter,
divulge to any person or entity, nor use other than in connection with the
Companys business (either by Executive or in connection with any business) any
Confidential Information (as hereinafter defined in Section 6(c) hereof) and
(ii) at any time during employment by the Company or thereafter, divulge to any
person or entity, nor use (either by Executive or in connection with any
business) any Trade Secrets (as hereinafter defined in Section 6(c) hereof)
to which Executive may have had access or which had been revealed to Executive
during the course of Executives employment unless such disclosure is pursuant
to a court order, disclosure

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in litigation involving the Company or in any reports or applications required by law to be filed with any governmental
agency, but only after no less than ten (10) days prior consultation with the
Company.

(b) Any interest in patents, patent applications, inventions, copyrights,
developments, innovations, methods, processes, analyses, drawings, and reports
(collectively, Inventions) which Executive may develop during the period
Executive is employed under this Agreement (either during regular business
hours or otherwise) relating to the fields in which the Company may then be
engaged shall belong to the Company; and Executive shall disclose the
Inventions to the Company and forthwith upon request of the Company, Executive
shall execute all such assignments and other documents and take all such other
action as the Company may reasonably request in order to vest in the Company
all right, title, and interest in and to the Inventions free and clear of all
liens, charges, and encumbrances.

(c) As used in this Agreement, the term Confidential Information shall
mean and include all information and data in respect of the Companys
operations, financial condition, products, customers and business (including,
without limitation, artwork, photographs, specifications, facsimiles, samples,
business, marketing or promotional plans, creative written material and
information relating to characters, concepts, names, trademarks, tradenames,
tradedress and copyrights) which may be communicated to Executive or to which
Executive may have access in the course of Executives employment by the
Company. Notwithstanding the foregoing, the term Confidential Information
shall not include information which:



| | (i)  |  | is, at the time of the disclosure, a part of the public
domain through no act or omission by Executive; or                                                                  
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | is hereafter lawfully disclosed to Executive by a third
party who or which did not acquire the information under an
obligation of confidentiality to or through the Company.

As used in this Agreement, the term Trade Secrets shall mean and include
information, without regard to form, including, but not limited to, technical
or non-technical data, a formula, a pattern, a compilation, a program, a
device, a method, a technique, a drawing, a process, financial data, financial
plans, product plans, or a list of actual or potential customers or suppliers
which is not commonly known by or available to the public and which information
(i) derives economic value, actual or potential, from not being known to, and
not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use; and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy. In
addition, the term trade secrets includes all information protectible as
trade secrets under applicable law.

Nothing in this Section 6 shall limit any protection, definition or remedy
provided to the Company under any law, statute or legal principle relating to
Confidential Information or Trade Secrets.

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(d)  Executive agrees that at the time of leaving the employ of the Company
Executive will deliver to the Company and not keep or deliver to anyone else
any and all notes, notebooks, drawings, memoranda, documents, and in general,
any and all material relating to the business of the Company (except
Executives personal files and records) or relating to any employee, officer,
director, agent or representative of the Company.



| | 7. |  | Non-Competition; Non-Solicitation
| | -- |  | ---------------------------------

(a) Executive hereby agrees and covenants that during the period of
Executives employment with the Company, Executive will not directly or
indirectly engage in or become interested (whether as an owner, principal,
agent, stockholder, member, partner, trustee, venturer, lender or other
investor, director, officer, employee, consultant or through the agency of any
corporation, limited liability company, partnership, association or agent or
otherwise) in any business or enterprise that shall, at the time, be in whole
or in substantial part competitive with any material part of the business
conducted by the Company (which, for purposes of this Section 7 shall include
the Companys subsidiaries and affiliates) during the period of Executives
employment with the Company (except that ownership of not more than 1% of the
outstanding securities of any class of any entity that are listed on a national
securities exchange or traded in the over-the-counter market shall not be
considered a breach of this Section 7(a)).

(b) Executive agrees and covenants that for the period commencing on the
date hereof and ending one (1) year following the termination of Executives
employment with the Company (the Limited Period), Executive will not (without
first obtaining the written permission of the Company) directly or indirectly
divert or attempt to divert from the Company any business of any kind in which
the Company or its subsidiaries or affiliates is engaged; provided, however,
that the foregoing shall not prevent Executive from doing business with the
Companys customers and clients during the Limited Period.

(c) Executive agrees and covenants that for the Limited Period, Executive
will not (without first obtaining the written permission of the Company)
directly or indirectly, recruit for employment or other association, or induce
or seek to cause such person to terminate his or her employment or association
with the Company, any person who then is an employee of, or a real estate
professional or consultant associated with, the Company.



| | 8. |  | Termination
| | -- |  | -----------

(a) Cause.Notwithstanding the terms of this Agreement, the Company may
discharge Executive and terminate this Agreement for cause (Cause) in the
event (i) of Executives willful and repeated refusal to materially perform his
duties hereunder with reasonable diligence or to follow a lawful directive of
the Company commensurate with the Executives position, in each such case,
after specific written notice and a reasonable opportunity to cure (other than
a failure or refusal resulting from Executives incapacity), (ii) Executives
commission of an act involving fraud, embezzlement, or theft against the
property or personnel of the Company, (iii) Executives engagement in gross
reckless conduct that the Company in good faith reasonably determines will have
a material adverse affect on the business, assets, properties, results of
operations or financial condition of the Company, (iv) Executive shall be

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convicted of a felony or shall plead nolo contendere in respect thereof, or (v)
Executive engages in any other criminal conduct that is injurious to the
Company; provided, however, that failure to achieve business development or
profitability goals shall not, in and of itself, be deemed Cause for
termination of the Executives employment. In the event Executive is discharged
pursuant to this Section 8(a), (i) Executives Base Salary, Incentives, Minimum
Compensation and all benefits under Section 4 hereof shall terminate
immediately upon such discharge (subject to applicable law such as COBRA), and
(ii) the Company shall have no further obligations to Executive except for
payment and reimbursement to Executive for any monies due to Executive which
right to payment or reimbursement accrued prior to such discharge.

(b) Incapacity.Should Executive become incapacitated to the extent that
Executive is unable to perform Executives duties pursuant to this Agreement,
with or without reasonable accommodation, for a period of more than one hundred
twenty (120) days in any twelve (12) month period by reason of illness,
disability or other incapacity, the Company may terminate this Agreement upon
one months notice at any time after said one hundred twenty (120) day period
and the Company shall have no further obligations to Executive or his legal
representatives except for payment and reimbursement to Executive or his legal
representatives for any monies due to Executive which right to payment or
reimbursement accrued prior to such discharge.

(c) Death.This Agreement shall terminate immediately upon the death of
Executive in which case the Company shall have no further obligations to
Executive or his legal representatives except for payment and reimbursement to
Executive or his legal representatives for any monies due to Executive which
right to payment or reimbursement accrued prior to Executives death.

(d) Termination Without Cause.The Company may terminate Executives
employment with the Company without Cause (as defined in Section 8(a) above) at
any time, upon written notice to Executive, and Executive shall receive upon
such termination (i) all monies due to Executive which right to payment or
reimbursement accrued prior to such discharge, and (ii) Base Salary in
accordance with the Companys customary payroll practices for a period of six
(6) months following the date of such termination or through the end of the
Term, whichever period is shorter.



| | 9. |  | Violation of Other Agreements
| | -- |  | -----------------------------

Executive represents and warrants to the Company that Executive is legally
able to enter into this Agreement and accept employment with the Company; that
Executive is not prohibited by the terms of any agreement, understanding, law
or policy from entering into this Agreement; that the terms hereof will not and
do not violate or contravene the terms of any agreement, understanding, law or
policy to which Executive is or may be a party, or by which Executive may be
bound or subject; and that Executive is under no physical or mental disability
that would hinder the performance of Executives duties under this Agreement.
Executive agrees that, as it is a material inducement to the Company that
Executive make the foregoing representations and warranties and that they be
true in all respects, Executive shall forever indemnify and hold
the

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Company harmless from and against all liability, costs or expenses (including
attorneys fees and disbursements) on account of the foregoing representations
being untrue.



| | 10. |  | Specific Performance; Damages
| | --- |  | -----------------------------

In the event of a breach or threatened breach of the provisions of
Sections 6 or 7 hereof, Executive agrees that the injury which could be
suffered by the Company (which for purposes of this Section 10 shall include
the Companys successor-in-interest, subsidiaries and affiliates) would be of a
character which could not be fully compensated for solely by a recovery of
monetary damages. Accordingly, Executive agrees that in the event of a breach
or threatened breach of Sections 6 or 7 hereof, in addition to and not in lieu
of any damages sustained by the Company and any other remedies which the
Company may pursue hereunder or under any applicable law, the Company shall
have the right to equitable relief, including but not limited to issuance of a
temporary or permanent injunction or restraining order, by any court of
competent jurisdiction against the commission or continuance of any such breach
or threatened breach, without the necessity of proving any actual damages. In
addition to, and not in limitation of the foregoing, Executive understands and
confirms that, in the event of a breach or threatened breach of Sections 6 or 7
hereof, Executive may be held financially liable to the Company for any loss
suffered by the Company as a result.



| | 11. |  | Notices
| | --- |  | -------

Any and all notices, demands or requests required or permitted to be given
under this Agreement shall be given in writing and sent, by registered or
certified U.S. mail, return receipt requested, by hand, or by overnight
courier, addressed to the parties hereto at their addresses set forth above or
such other addresses as they may from time-to-time designate by written notice,
given in accordance with the terms of this Section, together with copies
thereof as follows:

In the case of the Company, with a copy simultaneously by like means, to:

|                            
|----------------------------
|Chief Legal Officer         
|Grubb & Ellis Company       
|2215 Sanders Road, Suite 400
|Northbrook, Illinois 60062  

Notice given as provided in this Section shall be deemed effective: (i) on the
date hand delivered, (ii) on the first business day following the sending
thereof by overnight courier, and (iii) on the seventh calendar day (or, if it
is not a business day, then the next succeeding business day thereafter) after
the depositing thereof into the exclusive custody of the U.S. Postal Service.



| | 12. |  | Waivers
| | --- |  | -------

No waiver by any party of any default with respect to any provision,
condition or requirement hereof shall be deemed to be a waiver of any other
provision, condition or requirement hereof; nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter.

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| | 13. |  | Preservation of Intent
| | --- |  | ----------------------

Should any provision of this Agreement be determined by a court having
jurisdiction in the premises to be illegal or in conflict with any laws of any
state or jurisdiction or otherwise unenforceable, the Company and Executive
agree that such provision shall be modified to the extent legally possible so
that the intent of this Agreement may be legally carried out.



| | 14. |  | Entire Agreement
| | --- |  | ----------------

This Agreement sets forth the entire and only agreement or understanding
between the parties relating to the subject matter hereof and supersedes and
cancels all previous agreements, negotiations, letters of intent,
correspondence, commitments and representations in respect thereof among them,
including, without limitation, the Companys Executive Change of Control Plan
and no party shall be bound by any conditions, definitions, warranties or
representations with respect to the subject matter of this Agreement except as
provided in this Agreement.



| | 15. |  | Inurement; Assignment
| | --- |  | ---------------------

The rights and obligations of the Company under this Agreement shall inure
to the benefit of and shall be binding upon any successor of the Company or to
the business of the Company, subject to the provisions hereof. The Company may
assign this Agreement to any person, firm or corporation controlling,
controlled by, or under common control with the Company. Neither this Agreement
nor any rights or obligations of Executive hereunder shall be transferable or
assignable by Executive.



| | 16. |  | Amendment
| | --- |  | ---------

This Agreement may not be amended in any respect except by an instrument
in writing signed by the parties hereto.



| | 17. |  | Headings
| | --- |  | --------

The headings in this Agreement are solely for convenience of reference and
shall be given no effect in the construction or interpretation of this
Agreement.



| | 18. |  | Counterparts
| | --- |  | ------------

This Agreement may be executed in any number of original or facsimile
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.



| | 19. |  | Governing Law; Disputes
| | --- |  | -----------------------

This Agreement shall be governed by, construed and enforced in accordance
with the internal laws of the State of New York, without giving reference to
principles of conflict of laws. Any dispute or controversy arising under, out
of, in connection with or in relation to this Agreement shall be finally
determined and settled by arbitration. Arbitration shall be initiated by

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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 required by the
arbitrator. 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. The prevailing party in any
such arbitration shall be entitled to all reasonable attorneys fees and
expenses incurred in connection with such arbitration.

IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

| |                                |                     
| | ------------------------------ | --------------------
| | EXECUTIVE:                    
|
| | /s/ Robert H. Osbrink         
| |                               
| | Robert H. Osbrink             
|
| | COMPANY:                      
|
| | GRUBB & ELLIS COMPANY         
|
| | By:                            | /s/ Mark R. Costello
| |                                |                     
| | Name: Mark R. Costello        
| | Title: Chief Operating Officer

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FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT

This First Amendment to the Employment Agreement (Amendment) is entered
into as of August 16, 2002 by and between Robert H. Osbrink (Executive) and
Grubb & Ellis Company, a Delaware corporation (the Company). All capitalized
terms used and not otherwise defined herein shall have the meanings assigned
thereto in the Agreement (as defined below).

WHEREAS, an Employment Agreement was entered into between Executive and
the Company dated December 12, 200l (the Agreement); and

WHEREAS, Executive and the Company desire to amend the Agreement and
modify certain of its terms.

NOW
THEREFORE, in consideration of each partys undertakings, promises and
covenants set forth in this Amendment, and for other good and valuable
consideration of the parties hereto, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows.

1.     Compensation. All Sub Paragraphs of Paragraph 3 of the Agreement,
except g, shall be replaced in their entirety to read as follows

(a) Base Salary. In consideration of Executives services to be performed
under this Agreement and as compensation therefor, Executive shall receive, in
addition to all other benefits provided for in this Agreement, a base salary
(the Base Salary) at a rate of Five Hundred Thousand Dollars ($500,000.00)
per annum beginning August 16, 2002, and effective January 1, 2003, Five Hundred
Fifty Thousand Dollars ($550,000.00) for the remainder of the Term. All
payments of Base Salary shall be subject to all applicable withholdings and
deductions, and shall be payable in accordance with the Companys payroll
practices.

(b) In addition to the Base Salary, Executive shall receive annual bonus
compensation (Bonus Compensation) based upon the performance of both the
Executive and the Company of goals to be established by the Chief Executive
Officer of the Company, in consultation with the Executive, within three (3)
months of the Executives commencement of employment. All Bonus Compensation
shall be payable after December 31st of the year to which the Bonus
Compensation is applicable in one lump sum, subject to all applicable
withholding and deductions, in accordance with the Companys customary payroll
and bonus payment practices. Bonus Compensation payable hereunder shall be
prorated by reference to the days of the period ending December 31st during
which Executive was employed by the Company. The Executive understands and
agrees that no assurances have been made to him of any particular amount of
bonus to be paid, if any, all Bonus Compensation being within the absolute
discretion of the Company.

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##### 



Terms of Payment. The award of the Discretionary Bonus and the
determination of whether the Discretionary Bonus has been earned are at the
sole discretion of the Company and its Chief Executive Officer or his/her
designee.

The Discretionary Bonus, once it is awarded, shall be payable in one lump
sum within three months after each calendar year Earning Period, provided,
that, it is a condition of payment that Executive shall have been continuously
employed by the Company through the date of payment of the Discretionary Bonus.
The Discretionary Bonus shall be paid in one lump sum, subject to all
applicable withholding and deductions, in accordance with the Companys
customary payroll and bonus payment practices. Executive understands and agrees
that no assurances have been made to him of any particular amount of
Discretionary Bonus to be paid, if any, Discretionary Bonuses being within the
absolute discretion of the Company. The Executive must be continuously employed
to the date of payment to receive the bonus payment, if any.

Prior Provisions Unamended for Periods Prior to January 1, 2003. The terms
of the Agreement related to Bonus Compensation payable for Earning Periods
prior to January 1, 2003 shall remain in full force and effect.

2.     Termination Without Cause.

Subsection (d) of Paragraph 8 of the Agreement is hereby amended to read
in its entirety as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Termination Without Cause. The Company may
terminate the Executives employment with the Company without Cause (as defined
in Section 8(a) above) at any time, upon written notice to Executive, and
Executive shall receive upon such termination (i) all monies due to Executive
which right to payment or reimbursement accrued prior to such discharge, and
(ii) Base Salary in semi-monthly installments in accordance with the Companys
customary payroll practices for a period of twelve (12) months following the
date of such termination or through the end of the Term, whichever period is
shorter, less withholding taxes and customary payroll deductions. Delivery to
Executive of the payments set forth in the foregoing subparagraph (ii) are
subject to the Companys receipt of a full release of all claims in form
satisfactory to the Company.

3.     No Other Modifications. Except as modified above, all provisions of
the Agreement shall remain in full force and effect, unmodified.

|                      |                                              |                      
|--------------------- | -------------------------------------------- | ---------------------
|EXECUTIVE             | GRUBB & ELLIS COMPANY                       
|                     
|                     
|/s/ Robert H. Osbrink | By:                                          | /s/ Barry M. Barovick
|                      |                                              |                      
|Robert H. Osbrink     | Name: Barry M. Barovick                     
|                      | Title: President and Chief Executive Officer

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GRUBB AND ELLIS PROPERTY SOLUTIONS WORLDWIDE LOGO

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

This second Amendment to the Employment Agreement (Amendment) is
entered into as of April 1, 2003 by and between Robert H. Osbrink (Executive)
and Grubb & Ellis Company, a Delaware corporation (the Company). All
capitalized terms used and not otherwise defined herein shall have the meanings
assigned thereto in the Agreement (as defined below).

WHEREAS, an Employment Agreement was entered into between Executive and
the Company dated December 12, 2001 (the Agreement); and

WHEREAS, the Agreement was amended as of August 16, 2002; and

WHEREAS, Executive and the Company desire to further amend the Agreement
and modify certain of its terms.

NOW THEREFORE, in consideration of each partys undertakings, promises and
covenants set forth in this Amendment, and for other good and valuable
consideration of the parties hereto, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows.



|1) |  | Compensation. Section 3(a) of the Agreement as amended shall be further
amended in its entirety to read as follows:
|-- |  | -------------------------------------------------------------------------------------------------------------------



| | a) |  | Base Salary. In consideration of Executives services to be performed
under this Agreement and as compensation therefor, Executive shall receive,
in addition to all other benefits provided for in this Agreement, a base
salary (the Base Salary) at a rate of Five Hundred Thousand Dollars
($500,000) per annum for the period from August 16, 2002 through December 31,
2002; Five Hundred Fifty Thousand Dollars ($550,000) per annum for the
period from January 1, 2003 through April 15, 2003; Four Hundred Fifty Thousand
Dollars ($450,000) per annum for the period beginning April 16, 2003 through
December 31, 2003 and Five Hundred Fifty Thousand Dollars ($550,000) per
annum for the remainder of the Term. All payments of Base Salary shall be
subject to all applicable withholdings and deductions, and shall be payable
in accordance with the Companys payroll practices.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Bonus Compensation: $125,0000 due 3-31-03 will be paid on or before 9-15-03.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



|2) |  | No Other Modifications. Except as modified above, all provisions of the
Agreement as amended shall remain in full force and effect, unmodified.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

|                      |  |           |                       |                               
|--------------------- |  | --------- | --------------------- | ------------------------------
|Grubb & Ellis Company |  | EXECUTIVE
|                     
|/s/ Beth Tartar       |  | By:       | /s/ Robert H. Osbrink
|                      |  |           |                      
|Beth Tartar           |  |           | Name:                 | Robert H. Osbrink             
|SVP, HR               |  |           |                       |                               
|                     
|                      |  |           | Title:                | EXP/Tran. Serv. Western Region
|                      |  |           |                       |                               

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