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                                                                  EXHIBIT 10.5

                               GRUBB & ELLIS COMPANY
                               1998 STOCK OPTION PLAN
                             EFFECTIVE JANUARY 13, 1998


     Grubb & Ellis Company, a corporation organized under the laws of the State
of Delaware (the "Company") hereby adopts this 1998 Stock Option Plan.

     The purposes of this Plan are as follows:

     (1)  To promote the interests of the Company, its subsidiaries and its
stockholders, in retaining and attracting key persons associated with the
Company and its subsidiaries, by granting options ("Options") to such persons to
purchase shares of its Common Stock, $.01 par value ("Shares").

     (2)  To enable the Company to obtain and retain the services of the type of
professional, technical and managerial employees considered essential to the
long-range success of the Company by providing and offering them an opportunity
to become owners of capital stock of the Company under options.

                                     ARTICLE I.

                                    DEFINITIONS

     Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
The masculine pronoun shall include the feminine and neuter and the singular
shall include the plural, where the context so indicates.

SECTION 1.1. - ADMINISTRATOR

     "Administrator" shall mean the entity that conducts the general
administration of the Plan as provided in Article VI.

SECTION 1.2. - AWARD LIMIT

     "Award Limit" shall mean Options to acquire 500,000 shares of Common Stock.

SECTION 1.3. - BOARD

     "Board" shall mean the Board of Directors of the Company.

SECTION 1.4. - CODE

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

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SECTION 1.5. - COMMON STOCK

     "Common Stock shall mean the Common Stock, par value $.01 per share, of the
Company and any equity security of the Company issued or authorized to be issued
in the future, but excluding any preferred stock and any warrants, options or
other rights to purchase Common Stock.  Debt securities of the Company
convertible into Common Stock shall be deemed equity securities of the Company.

SECTION 1.6. - COMPANY

     "Company" shall mean Grubb & Ellis Company.

SECTION 1.7. - COMPENSATION COMMITTEE

     "Compensation Committee" shall mean the Compensation Committee of the
Board.

SECTION 1.8. - CONSULTANT

     "Consultant" shall mean any Person who is not an Employee and who renders
services to the Company, or any entity which is then a Parent Corporation or a
Subsidiary, as a consultant or adviser, whether such Person renders such
services at the time this Plan is adopted or renders such services subsequent to
the adoption of this Plan.  "Consultant" shall not include any consultant or
adviser who is engaged in capital raising activities on behalf of the Company
nor shall it include any non-employee Director of the Company.

SECTION 1.9. - DIRECTOR

     "Director" shall mean a member of the Board.

SECTION 1.10. - DISABILITY

     "Disability" shall have the meaning set forth in Section 22(e)(3) of the
Code.

SECTION 1.11. - EMPLOYEE

     "Employee" shall mean any Employee (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any entity which is then a Parent Corporation or a
Subsidiary, whether such Employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.

SECTION 1.12. - EXCHANGE ACT

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

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SECTION 1.13. - FAIR MARKET VALUE

     "Fair Market Value" of a share of Common Stock as of any given date shall
mean:  (i) the closing price of the Common Stock on the New York Stock Exchange
on the trading day preceding such date or, if shares of Common Stock were not
traded on such date, then on the next preceding trading day during which a sale
occurred; or (ii) if such stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, (1) the last sales price (if the stock
is then listed as a National Market Issue under the NASD National Market System)
or (2) the mean between the closing representative bid and asked prices (in all
other cases) for the stock on such date as reported by NASDAQ or such successor
quotation system; or (iii) if such stock is not publicly traded on an exchange
and not quoted on NASDAQ or a successor quotation system, the mean between the
closing bid and asked prices for the stock, on such date, as determined in good
faith by the Administrator; or (iv) if the Company's stock is not publicly
traded, the fair market value established by the Administrator acting in good
faith.  In determining the Fair Market Value of the Company's Common Stock under
subsection (i) of this Section 1.13, the Administrator may rely on the closing
price as reported in the New York Stock Exchange composite transactions
published in the Western Edition of the Wall Street Journal.

SECTION 1.14. - OFFICER

     "Officer" shall mean an Executive Officer designated as such by the Board
and other corporate officers who are elected by the Board.

SECTION 1.15. - OPTION

     "Option" shall mean an option to purchase Common Stock of the Company,
granted under this Plan.

SECTION 1.16. - OPTIONEE

     "Optionee" shall mean an Employee or Consultant to whom an Option is
granted under this Plan.

SECTION 1.17.- PARENT CORPORATION

     "Parent Corporation" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

SECTION 1.18.  -  PERSON

     "Person" shall mean any of the following: an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a 

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governmental entity or any department, agency or political subdivision 
thereof.

SECTION 1.19. - PLAN

     "Plan" shall mean this 1998 Stock Option Plan.

SECTION 1.20. - RULE 16b-3

     "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, or
any successor rule to such rule, and as such rule may be amended from time to
time.

SECTION 1.21. - SECRETARY

     "Secretary" shall mean the Secretary of the Company.

SECTION 1.22.  -  SECTION 162(m) PARTICIPANT.

     "Section 162(m) Participant" shall mean any key Employee designated by the
Administrator as a key Employee whose compensation for the fiscal year in which
the key Employee is so designated or a future fiscal year may be subject to the
limit on deductible compensation imposed by Section 162(m) of the Code.

SECTION 1.23. - SECURITIES ACT

     "Securities Act" shall mean the Securities Act of 1933, as amended.

SECTION 1.24. - SUBSIDIARY

     (a)  "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

SECTION 1.25. - TERM OF PLAN

     The "Term of Plan" shall be ten years, expiring on January 12, 2009.

SECTION 1.26. - TERMINATION OF EMPLOYMENT

     "Termination of Employment," for purposes of the Plan, shall mean the time
when the Employee-employer relationship between the Optionee and the Company, a
Parent Corporation or a Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by resignation,
discharge, death or retirement, but excluding (i) terminations where there is a
simultaneous reemployment or continuing employment of an Optionee by the
Company; (ii) at the discretion of the Administrator, terminations which result
in 

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a temporary severance of the Employee-employer relationship not exceeding 180
calendar days; and (iii) at the discretion of the Administrator, terminations
which are followed by the simultaneous establishment of a consulting
relationship by the Company with the former Employee.  The Administrator, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment with respect to the Plan and the Options
granted thereunder, including, but not by way of limitation all questions of
whether particular leaves of absence constitute Terminations of Employment.
However, nothing in this Plan shall be construed to modify the employment
relationship between the Company and the Employee, which is an at-will
employment relationship, except to the extent expressly provided otherwise in
writing.

SECTION 1.27. - TERMINATION OF SERVICE

     "Termination of Service" shall mean the time when the engagement of
Optionee or the consulting agreement between Optionee and the Company relating
to Optionee's services as a Consultant to the Company, a Parent Corporation or a
Subsidiary is terminated for any reason, including without limitation,
termination of the engagement or consulting agreement due to breach, expiration
by its terms, completion of the services, or death; provided that when such
termination is simultaneously accompanied by commencement of employment with the
Company, a Parent Corporation or a Subsidiary, no Termination of Service shall
then occur and Termination of Service with respect to such Optionee shall
thereafter mean Termination of Employment with respect to such employment.  The
Administrator, in its absolute discretion, shall determine all questions
relating to Termination of Service.

                                    ARTICLE II.

                               SHARES SUBJECT TO PLAN

SECTION 2.1. - SHARES SUBJECT TO PLAN

     (a)  The shares of stock subject to Options shall be shares of the
Company's Common Stock.  The aggregate number of such shares which may be issued
upon exercise of Options shall not exceed two million (2,000,000).

     (b)  No individual shall receive Options for more than the Award Limit
during the Term of Plan.  To the extent required by Section 162(m) of the Code,
shares subject to Options which are canceled continue to be counted against the
Award Limit and if, after grant of an Option, the price of shares subject to
such Option is reduced, the transaction is treated as a cancellation of the
Option and a grant of a new Option and both the Option deemed to be canceled and
the Option deemed to be granted are counted against the Award Limit.

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SECTION 2.2. - UNEXERCISED OPTIONS

     If any Option expires or is canceled without having been fully exercised,
the number of shares subject to such Option but as to which such Option was not
exercised prior to its expiration or cancellation may again be available for the
grant of Options hereunder, subject to the limitations of Section 2.1.

SECTION 2.3. - CHANGES IN COMMON STOCK

     In the event that the outstanding shares of Common Stock of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend, combination of shares or otherwise, appropriate
adjustments shall be made by the Administrator in the number and kind of shares
for the purchase of which Options may be granted including adjustments of the
limitations in Section 2.1 on the maximum number and kind of shares which may be
issued on exercise of Options.

                                    ARTICLE III.

                                GRANTING OF OPTIONS

SECTION 3.1. - ELIGIBILITY

     Any Employee or Consultant of the Company or of any of its Subsidiaries,
whether presently in existence or hereinafter organized or acquired, shall be
eligible to be granted Options.

SECTION 3.2. - NON-QUALIFIED OPTIONS

     All Options granted under this Plan shall be non-qualified Options that are
not intended to constitute incentive stock options under Section 422 of the
Code.

SECTION 3.3. - PERFORMANCE-BASED COMPENSATION

     The Board may determine, in its discretion, by resolution duly adopted, to
permit Options intended to qualify as performance-based compensation under Code
section 162(m)(4)(C) to be granted under the Plan and shall thereupon submit the
Plan for approval by the stockholders of the Company.  In such event, the
committee described in Section 6.1(b), in its discretion, may grant Options
intended to qualify as performance-based compensation under Code Section
162(m)(4)(C), provided, that no such Option shall be exercisable until the Plan
is approved by the stockholders.  If such approval is not obtained within twelve
months of the date the Board resolution is adopted, all such Options previously
granted shall thereupon be canceled and become null and void.  Prior to the
adoption of the resolution by the Board to permit the grant of 

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Options intended to qualify as performance-based compensation under the Plan, 
all references in the Plan to Section 162(m) of the Code and Section 162(m) 
Participants shall be disregarded.

SECTION 3.4. - GRANTING OF OPTIONS

     (a)  The Administrator shall from time to time, in its absolute discretion,
and subject to applicable limitations of this Plan:

          (i)   Determine which Employees and Consultants (including those to
whom Options have been previously granted under the Plan) in its opinion should
be granted Options; and

          (ii)  Subject to the Award Limit, determine the number of shares to be
subject to such Options granted to such selected Employees and Consultants; and

          (iii) Determine the terms and conditions of such Options, consistent
with the Plan.

          (iv)  Subject to Section 3.3, determine whether such Options are to
qualify as performance-based compensation as described in Section 162(m)(4)(C)
of the Code and, if so, to determine the terms and conditions of the Options,
including such terms and conditions as may be required in order for such Options
to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code.

     (b)  Upon the selection of an Employee or Consultant to be granted an
Option, the Administrator shall instruct the Secretary to issue such Option and
may impose such conditions on the grant of such Option as it deems appropriate.
Without limiting the generality of the preceding sentence, the Administrator
may, in its absolute discretion and on such terms as it deems appropriate,
require as a condition on the grant of an Option to an Employee or Consultant
that such individual surrender for cancellation some or all of the unexercised
Options which have been previously granted to him under this Plan or otherwise.
An Option the grant of which is conditioned upon such surrender may have an
option price lower (or higher) than the option price of the surrendered Option,
may cover the same (or a lesser or greater) number of shares as the surrendered
Option, may contain such other terms as the Administrator deems appropriate and
shall be exercisable in accordance with its terms, without regard to the number
of shares, price, option period or any other term or condition of the
surrendered Option.


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                                    ARTICLE  IV.

                                  TERMS OF OPTIONS

SECTION 4.1. - OPTION AGREEMENT

     Each Option shall be evidenced by a written Stock Option Grant, which shall
be executed by an authorized Officer of the Company and which shall contain such
terms and conditions as the Administrator shall determine, consistent with the
Plan, including, but not limited to, such terms and conditions as may be
required in order for such Options to qualify as performance-based compensation
as described in Section 162(m)(4)(C) of the Code, subject to Section 3.3 hereof.

SECTION 4.2. - OPTION PRICE

     The price per share of the shares subject to each Option granted to
Employees and Consultants shall be set by the Administrator; PROVIDED, HOWEVER,
that such price shall be no less than the par value of a share of Common Stock,
unless otherwise permitted by applicable state law, and in the case of Options
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code, such price shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date such Option is granted.

SECTION 4.3. - OPTION VESTING

     (a)  Options shall become exercisable at such times and in such
installments (which may be cumulative) as the Administrator shall provide in the
terms of each individual Stock Option Grant; PROVIDED, HOWEVER, that unless the
Administrator otherwise provides, in the Stock Option Grant or otherwise, no
Option shall be exercisable by any Optionee until the Optionee has remained in
employment for one year after the date the Option is granted.  At any time after
the grant of an Option, the Administrator may, on such terms and conditions as
it may determine to be appropriate, accelerate the time at which such Option or
any portion thereof may be exercised.

     (b)  No portion of an Option which is unexercisable at Termination of
Employment or Termination of Service shall thereafter become exercisable.

     (c)  Notwithstanding the foregoing, Options granted pursuant to this Plan
shall vest immediately upon the occurrence of any of the following events:  (i)
with respect to any specifically designated Options, at the election of, and to
the extent determined by the Administrator with respect to Options specifically
designated;  (ii)  with respect to Options which have been at least 50% vested
prior to any of the following events: (x) upon the merger or combination of the
Company with another corporation, when as a result thereof the stockholders of
the Company immediately preceding such merger or combination shall immediately
thereafter own less than 50% of the outstanding shares of the surviving
corporation which at the time shall have, by the terms thereof, the ordinary
voting power to elect the directors of such corporation;  

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(y)  upon a tender offer or single transaction (other than a merger or 
combination of the Company with another corporation) which in either case 
results in a change in ownership of 33-1/3% or more of the outstanding shares 
of Common Stock of the Company; (z)  upon a sale to an unrelated party of 
substantially all of the assets of the Company; or (iii) with respect to all 
outstanding Options, upon a substantial partial or complete liquidation of 
the Company.

SECTION 4.4. - OPTION TERM

     The term of an Option shall be set by the Administrator in its discretion;
provided, however, that the term shall not be more than ten (10) years from the
date of the Option is granted.  The Administrator may extend the term of any
outstanding Option in connection with any Termination of Employment or
Termination of Service of the Optionee, or amend any other term or condition of
such Option relating to such a termination.

SECTION 4.5. - CONSIDERATION

     The Administrator shall determine and set forth the consideration necessary
for the granting of an Option in the written Stock Option Grant.

SECTION 4.6. - ADJUSTMENTS IN OUTSTANDING OPTIONS

     In the event that the outstanding shares of the stock subject to Options
are changed into or exchanged for a different number or kind of shares of the
Company or other securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend, combination
of shares or otherwise, the Administrator shall make an appropriate and
equitable adjustment in the number and kind of shares as to which all
outstanding Options, or portions thereof then unexercised, shall be exercisable,
to the end that after such event the Optionee's proportionate interest shall be
maintained as before the occurrence of such event.  Such adjustment in an
outstanding Option shall be made without change in the total price applicable to
the Option or the unexercised portion of the Option (except for any change in
the aggregate price resulting from rounding-off of share quantities or prices)
and with any necessary corresponding adjustment in Option price per share.  Any
such adjustment made by the Administrator shall be final and binding upon all
Optionees, the Company and all other interested persons.



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                                     ARTICLE V.

                                EXERCISE OF OPTIONS

SECTION 5.1. - PERSON ELIGIBLE TO EXERCISE

     During the lifetime of the Optionee, only he may exercise an Option granted
to him, or any portion thereof.  After the death of the Optionee, any
exercisable portion of an Option may, prior to the time when such portion
becomes unexercisable, be exercised by his personal representative or by any
person empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution.

SECTION 5.2. - PARTIAL EXERCISE

     At any time and from time to time prior to the time when any exercisable
Option or exercisable portion thereof becomes unexercisable, such Option or
portion thereof may be exercised in whole or in part; PROVIDED, HOWEVER, that
the Company shall not be required to issue fractional shares and the
Administrator may, by the terms of the Option, require any partial exercise to
be with respect to a specified minimum number of shares.

SECTION 5.3. - MANNER OF EXERCISE

     An exercisable Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary or his office of all of the following prior
to the time when such Option or such portion becomes unexercisable:

     (a)  Notice in writing signed by the Optionee or other person then entitled
to exercise such Option or portion, stating that such Option or portion is
exercised, such notice complying with all applicable rules established by the
Administrator or its delegee; and

     (b)  (i)  Full payment (in cash or by check) for the shares with respect to
which such Option or portion is thereby exercised; or

          (ii) Subject to the Administrator's consent, shares of Common Stock
owned by the Optionee duly endorsed for transfer to the Company with a Fair
Market Value on the date of delivery equal to the aggregate Option price of the
shares with respect to which such Option or portion is thereby exercised;

          (iii)     Subject to the Administrator's consent, payment, in whole or
in part, through the surrender of shares of Common Stock then issuable upon
exercise of the Option having a Fair Market Value on the date of Option exercise
equal to the aggregate exercise price of the Option or exercised portion
thereof;

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          (iv) Subject to the Administrator's consent, full payment in any other
form approved by the Administrator, consistent with applicable law and the Plan;
or

          (v)  Any combination of the consideration provided in the foregoing
subsections (i), (ii), (iii) and (iv); and

     (c)  On or prior to the date the same is required to be withheld:

          (i)  Full payment (in cash or by check) of any amount that must be
withheld by the Company for federal, state and/or local tax purposes; or

          (ii) Subject to the Administrator's consent, full payment by delivery
to the Company of shares of the Common Stock owned by the Optionee duly endorsed
for transfer to the Company by the Optionee or other person then entitled to
exercise such Option or portion with an aggregate Fair Market Value equal to the
amount that must be withheld by the Company for federal, state and/or local tax
purposes; or

          (iii)     Subject to the Administrator's consent, full payment by
retention by the Company of shares of Common Stock to be issued pursuant to such
Option exercise with an aggregate Fair Market Value equal to the amount that
must be withheld by the Company for federal, state and/or local tax purposes; or

          (iv) Any combination of payments provided for in the foregoing
subsections (i), (ii) or (iii).

     (d)  Such representations and documents as the Administrator, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations.  The Administrator may, in its absolute
discretion, also take whatever additional actions it deems appropriate to effect
such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and registrars;
and

     (e)  In the event that the Option or portion thereof shall be exercised by
any person or persons other than the Optionee, appropriate proof of the right of
such person or persons to exercise the Option or portion thereof.

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SECTION 5.4. - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

     The shares of stock issuable and deliverable upon the exercise of an
Option, or any portion thereof, may be either previously authorized but unissued
shares or issued shares which have then been reacquired by the Company.  The
Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:

     (a)  The admission of such shares to listing on all stock exchanges on
which such class of stock is then listed; and

     (b)  The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Administrator shall, in its absolute discretion, deem necessary or
advisable; and

     (c)  The obtaining of any approval or other clearance from any state or
federal governmental agency which the Administrator shall, in its absolute
discretion, determine to be necessary or advisable; and

     (d)  The payment to the Company (or other employer corporation) of all
amounts which it is required to withhold under federal, state or local law in
connection with the exercise of the Option; and

     (e)  The lapse of such reasonable period of time following the exercise of
the Option as the Administrator may establish from time to time for reasons of
administrative convenience.

SECTION 5.5 - EXPIRATION OF OPTIONS

     (a)  No Option may be exercised to any extent by anyone after the first to
occur of the following events:

          (i)  The expiration of ten years from the date the  Option was
granted; or

          (ii) The expiration of twelve (12) months from the date of the
Optionee's death;

          (iii)     The expiration of twelve (12) months from the date of the
Optionee's Termination of Employment or termination of Service by reason of his
Disability;

          (iv) The expiration of three (3) months from the date of the
Optionee's Termination of Employment or Termination of Service for any reason
other than such Optionee's death or Disability, unless the Optionee dies within
said three-month period.

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     (b)  Subject to the provisions of Section 5.5(a), the Administrator shall
provide, in the terms of each individual Option, when such Option expires and
becomes unexercisable; and (without limiting the generality of the foregoing)
the Administrator may provide in the terms of individual Options that said
Options expire immediately upon a Termination of Employment or Termination of
Service for any reason.

SECTION 5.6 - RIGHTS AS STOCKHOLDERS

     The holders of Options shall not be, nor have any of the rights or
privileges of, stockholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.

SECTION 5.7 - TRANSFER RESTRICTIONS

     The Administrator, in its absolute discretion, may impose such restrictions
on the transferability of the shares purchasable upon the exercise of an Option
as it deems appropriate.  Any such restriction shall be set forth in the
respective Stock Option Grant and may be referred to on the certificates
evidencing such shares.  The Administrator may require the Optionee to give the
Company prompt notice of any disposition of shares of stock, acquired by
exercise of any stock options, within two years from the date of granting such
option or one year after the transfer of such shares to such Optionee.  The
Administrator may direct that the certificates evidencing shares acquired by
exercise of any stock options refer to such requirement to give prompt notice of
disposition.

                                    ARTICLE VI.

                                   ADMINISTRATION

SECTION 6.1 - COMMITTEE

     (a)  The Administrator of the Plan with respect to Options granted to
Employees and Consultants shall be the Compensation Committee.  The
Administrator of the Plan with respect to Options granted to Officers shall be
the Board.  In either case, the Board has the authority to designate another
committee or a subcommittee of the Board to administer the Plan, consisting
solely of two or more Directors appointed by, and serving on such committee at
the pleasure of, the Board.

     (b)  Notwithstanding the foregoing, in the event the Board determines, in
its discretion and pursuant to Section 3.3, that Options intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
may be granted under the Plan, the committee entitled to grant Options to
Section 162(m) Participants and Officers shall consist solely of two or more
Directors appointed by, and serving on such committee at the pleasure of, the
Board, each of whom is both a "non-employee director" as defined by Rule 16b-3
and an "outside 

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director" for purposes of Section 162(m) of the Code. Appointment of members 
of such committee shall be effective upon acceptance of appointment.  Such 
members may resign at any time by delivering written notice to the Board.  
Vacancies in such committee shall be filled by the Board.

SECTION 6.2 - DUTIES AND POWERS OF THE ADMINISTRATOR

     (a)  Except as provided in section 6.2(b), the Administrator is authorized
to grant Options, including determining the terms of the Options, granted under
the Plan.  It shall be the duty of the Administrator to conduct the general
administration of the Plan in accordance with its provisions.  The Administrator
shall have the power to interpret the Plan and the Stock Option Grants, and to
adopt such rules for the administration, interpretation and application of the
Plan and the Stock Option Grants as are consistent therewith and to interpret,
amend or revoke any such rules.

     (b)  In the event the Board determines, in its discretion and pursuant to
Section 3.3, that Options intended to qualify as performance-based compensation
as described in Section 162(m)(4)(C) of the Code may be granted under the Plan,
the committee appointed under section 6.1(b) shall have the power to interpret
the Plan and the Stock Option Grants, to grant Options under the Plan to Section
162(m) Participants and Officers and to adopt such rules for the administration,
interpretation and application of the Plan and the Stock Option Grants as are
consistent therewith and to interpret, amend or revoke any such rules with
regard to Section 162(m) Participants and Officers.

SECTION 6.3 - MAJORITY RULE; UNANIMOUS WRITTEN CONSENT

     The Administrator shall act by a majority of its members in office.  The
Administrator may act either by vote at a meeting at which a quorum is present
or by a memorandum or other written instrument signed by a majority of the
Administrator.

SECTION 6.4 - COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS

     Members of the Administrator shall receive such compensation, if any, for
their services as members as may be determined by the Board.  All expenses and
liabilities incurred by members of the Administrator in connection with the
administration of the Plan shall be borne by the Company.  The Administrator
may, with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers or other persons.  The Administrator, the Company and its
Officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons.  All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be final and
binding upon all Optionees, the Company and all other interested persons.  No
member of the Administrator shall be personally liable for any

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action, determination or interpretation made in good faith with respect to the
Plan or the Options, and all members of the Administrator shall be fully
protected by the Company in respect to any such action, determination or
interpretation.

                                    ARTICLE VII.

                                  OTHER PROVISIONS

SECTION 7.1 - OPTIONS NOT TRANSFERABLE

     Options granted under this Plan may not be sold, pledged, assigned, or
transferred in any manner otherwise than by will or the laws of descent or
distribution.

SECTION 7.2 - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

     The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Board, except
with respect to matters which under Section 162(m) of the Code are required to
be determined in the absolute discretion of the Administrator.  However, neither
the amendment, suspension nor termination of the Plan shall, without the consent
of the holder of the Option, impair any rights or obligations under any Option
theretofore granted.  No Option may be granted during any period of suspension
nor after termination of the Plan, and in no event may any Option be granted
under this Plan after the expiration of the Term of Plan.

SECTION 7.3 - EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS

     The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary.  Nothing in this Plan shall be construed to limit the right of the
Company, any Parent Corporation or any Subsidiary (a) to establish any other
forms of incentives or compensation for Employees of the Company, any Parent
Corporation or any Subsidiary or (b) to grant or assume options or other rights
otherwise than under this Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, firm or
association.

SECTION 7.4 - MISCELLANEOUS

     (a)  No person shall have any claim or right to be granted an Option under
this Plan.  The grant of an Option under this Plan shall not confer any right on
the Optionee to continue in the employ of or association with the Company or
limit in any way the right of the Company to terminate such employment or
association.

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     (b)  The Company shall have the right to condition exercise of Options
granted pursuant to this Plan upon satisfactory arrangements to assure that, to
the extent the exercise of such Options shall result in realization by the
person exercising such Options of income subject to a requirement that taxes be
withheld with respect to such income, the amount of such taxes shall be provided
by the Optionee at the time of exercise of the Options or the number of Shares
issuable upon such exercise shall be reduced and withheld to satisfy such tax
obligations.

SECTION 7.5 - COMPLIANCE WITH LAWS

     The Plan, the granting and vesting of Options under the Plan and the
issuance and delivery of shares of Common Stock and the payment of money under
the Plan or in connection with options granted or awarded hereunder are subject
to compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law and federal
margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith.  Any securities delivered under
the Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to
assure compliance with all applicable legal requirements.  To the extent
permitted by applicable law, the Plan and Options granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such laws, rules
and regulations.  Notwithstanding any other provision of the Plan, any Option
which is granted to a Section 162(m) Participant and is intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
shall be subject to any additional limitations set forth in Section 162(m) of
the Code (including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for qualification
as performance-based compensation as described in Section 162(m)(4)(C) of the
Code, and the Plan shall be deemed amended to the extent necessary to conform to
such requirements.

SECTION 7.6 - TITLES

     Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.

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SECTION 7.7 - GOVERNING LAW

     This Plan and any agreements hereunder shall be administered, interpreted
and enforced under the internal laws of the State of Delaware, without regard to
conflicts of laws thereof.



I hereby certify that the foregoing was duly adopted by the Board of Directors
of Grubb & Ellis Company as of January 13, 1998.

     Executed on this 26th day of March, 1998.



                                           /s/  Carol Vanairsdale
                                           ------------------------------
                                           Assistant Secretary







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