Exhibit 4.12


                              GRUBB & ELLIS COMPANY
                                2215 SANDERS ROAD
                                    SUITE 400
                           NORTHBROOK, ILLINOIS 60062

                                   May 9, 2003



Kojaian Funding, L.L.C.
39400 Woodward Avenue
Suite 250
Bloomfield Hills, Michigan  48304

         Re:      $4,000,000   Loan  ("Loan")  from  Kojaian   Funding,   L.L.C.
                  ("Lender") to Grubb & Ellis Company ("Borrower") pursuant to a
                  certain letter  agreement dated May 7, 2003 between Lender and
                  Borrower ("Agreement").



Ladies and Gentlemen,

         The  undersigned  warrants that on today's date it will remit to Lender
$40,000.00,  constituting  the fee for the Loan  pursuant to the  Agreement,  in
immediately  available  funds via overnight  delivery  courier.  The undersigned
further  warrants  that  it will  immediately  remit  to  Lender  those  amounts
constituting  Lender's  reasonable legal fees and other costs in connection with
the Loan upon Lender's  presentation of statements  representing  those fees and
costs.


                                  GRUBB & ELLIS COMPANY


                                  By:
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                                  Its:
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