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                                                                   EXHIBIT 10.12


                       EXECUTIVE CHANGE OF CONTROL PLAN

                         Effective as of May 10, 1999
                 Amendment No. 2, Effective as of June 1, 2000

     1.   Paragraph 6 (i) A of the Executive Change of Control Plan, which was
adopted effective May 10, 1999, and amended on February 10, 2000 shall be
amended to read in its entirety as follows:

               A.   the sum of (1) the Executive's Annual Base Salary through
     the Date of Termination to the extent not theretofore paid, (2) the product
     of (x) the higher of (I) the Recent Annual Bonus, (II) the Annual Bonus
     paid or payable, including any bonus or portion thereof which has been
     earned but deferred (and annualized for any calendar year consisting of
     less than twelve full months or during which the Executive was employed for
     less than twelve full months), for the most recently completed calendar
     year during the Employment Period, if any, and (III) the sum of (A) the
     product of (ww) 100% of the Executive's target bonus for the current
     calendar year and (xx) a fraction, the numerator of which is the number of
     days in the current calendar year through the Date of Termination, and the
     denominator of which is 365, plus (B) the product of (yy) the higher of (I)
     and (II) above and (zz) a fraction, the numerator of which is the number of
     days remaining in the current calendar year after the Date of Termination,
     and the denominator of which is 365 (such higher amount being referred to
     as the "Highest Annual Bonus") and (y) a fraction, the numerator of which
     is the number of days in the current calendar year through the Date of
     Termination, and the denominator of which is 365 and (3) any compensation
     previously deferred by the Executive other than compensation deferred under
     the Company's 401(k) Plan or equivalent plan (together with any accrued
     interest or earnings thereon) and any accrued vacation pay, in each case to
     the extent not theretofore paid (the sum of the amounts described in
     clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued
     Obligations"); and

               2.   Except as amended above, and in Amendment No. 1, the
     provisions of the Executive Change of Control Plan remain in effect,
     unmodified.


                                   GRUBB & ELLIS COMPANY


                                   By: /s/ Reuben S. Leibowitz
                                      ------------------------------------------
                                           Reuben S. Leibowitz
                                           Chairman of the Board of Directors

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                          FORM OF EXECUTIVE AGREEMENT
                 EXECUTIVE CHANGE OF CONTROL PLAN, AS AMENDED

     This Agreement (the "Agreement") is entered into as of August 1, 2000
between Grubb & Ellis Company, a Delaware corporation (the "Company"), and [NAME
AND TITLE] ("Executive").


Recitals

     WHEREAS, the Board of Directors of the Company (the "Board of Directors")
has adopted Amendment No. 2, effective as of June 1, 2000 ("Amendment No. 2"),
to the Grubb & Ellis Company Change of Control Plan, effective as of May 10,
1999 (the "Plan"); and

     WHEREAS, pursuant to Section 12(a) of the Plan, any amendment of the Plan
requires a written agreement approved by the Board of Directors and executed by
an authorized officer or director of the Company and each affected Executive or
their respective successors and legal representatives.


Terms of Agreement

     NOW, THEREFORE, in consideration of the past and prospective contribution
of Executive to the Company, and for such other consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereto
hereby agree as follows:

1.   The Company and Executive hereby agree that, under such conditions as may
     be set forth in the Plan, as amended by Amendment No. 2, Executive shall be
     eligible to participate in the Plan, which is attached hereto and
     incorporated herein by reference.

2.   The Company and Executive hereby agree to abide by the terms of the Plan,
     as amended by Amendment No. 2.

3.   Executive's participation in the Plan, as amended by Amendment No. 2, is
     intended to be supplementary to, and does not supersede, any rights or
     obligations of the parties with respect to other employment agreements,
     indemnity agreements, benefits, stock options and any other arrangements
     governing the employment and compensation of Executive at the Company,
     except as arrangements relative to "Changes of Control" of the Company as
     defined in the Plan.

4.   This Agreement and the Plan, as amended by Amendment No. 2, constitute the
     entire understanding between the parties with respect to the matters
     covered in the Plan, as amended by Amendment No. 2, and supersede all prior
     negotiations, discussions or agreements, written or oral, concerning the
     then subject matter of the Plan, as amended by Amendment No. 2.

5.   This Agreement shall be governed by and construed in accordance with the
     laws of the State of Illinois without reference to principles of conflict
     of laws, except to the extent pre-empted by federal law.

6.   This Agreement may not be modified or cancelled except in a writing signed
     by Executive and a duly authorized representative of the Company.

7.   If any portion of this Agreement is held to be unenforceable by a court of
     competent jurisdiction, then the remainder of the Agreement shall be given
     full force and effect.

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  IN WITNESS WHEREOF, the parties have executed this Agreement as of August 1,
2000.

GRUBB & ELLIS COMPANY                        EXECUTIVE



By_____________________________              _______________________________



cc:  Human Resources File

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