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                                                               EXHIBIT 10.14(ii)

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                 CB Commercial Real Estate Services Group, Inc.

                      NONQUALIFIED STOCK OPTION AGREEMENT
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     THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is entered into
as of August 28, 1997 by and between CB Commercial Real Estate Services Group,
Inc., a Delaware corporation (the "Company"), and _______ ("Optionee") pursuant
to the CB Commercial Real Estate Services Group, Inc./KMS Holding Corporation
Amended 1994 Nonqualified Performance Stock Option Plan (the "Plan").


                                    RECITALS


     A.   Optionee was an employee, independent director or consultant of Koll
          Real Estate Services or of a direct or indirect subsidiary of Koll
          Real Estate Services who was granted a stock option by Koll Real
          Estate Services or its predecessor (collectively "KRES").

     B.   Koll Real Estate Services is being acquired by the Company and will
          thereby become a wholly owned indirect subsidiary of the Company and
          pursuant to the terms of the Agreement and Plan of Reorganization
          dated as of May 14, 1997, the Company, Koll Real Estate Services, and
          other persons named therein, the Company has agreed to issue this
          stock option to Optionee in substitution for the stock option
          previously granted to Optionee by KRES.


                                   AGREEMENT


     NOW, THEREFORE, in consideration of the covenants hereinafter set forth,
the parties agree as follows:

1.   OPTION; NUMBER OF SHARES.  The Company hereby grants to Optionee the right
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     (the "Option") to purchase ______ shares (the "Shares") of the Common
     Stock, $.01 par value per share, of the Company (the "Common Stock") at a
     purchase price of $____ per share (the "Option Price"), to be paid in
     accordance with Section 4 hereof.  The Option and the right to purchase all
     or any portion of the Shares is subject to the terms and conditions stated
     in this Agreement and in the Plan.  It is intended that the Option will not
     qualify for treatment as an incentive stock option under Section 422 of the
     Internal Revenue Code of 1986, as amended (the "Code").

2.   TERM OF AGREEMENT.  The Option, and Optionee's right to exercise the
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     Option, shall terminate when the first of the following occurs:

     a.   termination pursuant to Section 14(b) or Section 15 of the Plan;

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     b.   ______; or

     c.   90 days after the date of termination of Optionee's employment or
          other relationship with the Company and all of its direct or indirect
          subsidiaries (the "Subsidiaries") unless such termination results from
          Optionee's death or disability (within the meaning of Section 22(e)(3)
          of the Code) or Optionee dies within 90 days after the date of
          termination of Optionee's employment or other relationship with the
          Company and all of the Subsidiaries, in which case this Agreement and
          the Option shall terminate 180 days after the date of termination of
          Optionee's employment or other relationship with the Company and all
          of the Subsidiaries.

3.   DEATH OF OPTIONEE; NO ASSIGNMENT.  The rights of Optionee under this
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     Agreement may not be assigned or transferred except by will, by the laws of
     descent or distribution or inter vivos to a trust for the benefit of
     Optionee or Optionee and Optionee's spouse and may be exercised during the
     lifetime of Optionee only by such Optionee; provided, however, that in the
     event of disability (within the meaning of Section 22(e)(3) of the Code) of
     Optionee, a designee of Optionee, or if Optionee has not designated anyone,
     his or her legal representative, may exercise the Option on behalf of
     Optionee (provided the Option would have been exercisable by Optionee)
     until the right to exercise the Option expires pursuant to Section 2
     hereof.  Any attempt to sell, pledge, assign, hypothecate, transfer or
     otherwise dispose of the Option in contravention of this Agreement or the
     Plan shall be void and shall have no effect.  If Optionee should die while
     Optionee is engaged in an employment or other relationship with the Company
     and/or any Subsidiary, Optionee's legal representative, Optionee's legatee,
     the successor trustee of Optionee's inter vivos trust or the person who
     acquired the right to exercise the Option by reason of the death of
     Optionee (individually, a "Successor") shall succeed to Optionee's rights
     under this Agreement.  After the death of Optionee, only a Successor may
     exercise the Option.

4.   EXERCISE OF OPTION.  Until termination of the Option in accordance with
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     Section 2 hereof, the Option may be exercised by Optionee (or such other
     person specified in Section 3 hereof), upon delivery of the following to
     the Company at its principal executive offices:

     a.   a written notice of exercise which identifies this Agreement and
          states the number of Shares (which may not be less than 100, or all of
          the Shares if less than 100 Shares then remain covered by the Option)
          then being purchased;

     b.   a check, cash or any combination thereof in the amount of the Option
          Price (or payment of the Option Price in such other form of lawful
          consideration as the Committee may approve from time to time under the
          provisions of Section 8 of the Plan, including without limitation and
          in the sole discretion of the Committee,

          i.   the assignment and transfer by Optionee to the Company of
               outstanding shares of Common Stock theretofore held by Optionee;
               and

          ii.  the surrender of that number of Options necessary (based on the
               amount that the aggregate fair market value of the Shares covered
               by the Options being surrendered exceeds the aggregate Option
               Price with respect to such Shares) to pay the Option Price with
               respect to those Options being exercised, each in a manner
               intended to comply with the provisions of Rule 16b-3 under the
               Securities Exchange Act of 1934, as amended, if applicable). Such
               shares of Common Stock delivered or Shares covered by Options
               surrendered in payment of the Option Price shall be valued at
               fair market value as determined by the Committee in good faith,
               which determination shall be final, conclusive and binding;

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     c.   a check or cash in the amount reasonably requested by the Company to
          satisfy the Company's withholding obligations under federal, state or
          other applicable tax laws with respect to the taxable income, if any,
          recognized by Optionee in connection with the exercise, in whole or in
          part, of the Option (unless the Committee has determined to allow the
          Optionee to, and the Optionee elects to, pay such tax by reducing the
          number of shares of Common Stock issued upon exercise of the Option
          (for which purpose such shares shall be valued at fair market value as
          determined in good faith by the Committee, which determination shall
          be final, conclusive and binding) or unless the Company and Optionee
          shall have made other arrangements for deductions or withholding from
          Optionee's wages, bonus or other income paid to Optionee by the
          Company or any Subsidiary, provided such arrangement satisfy the
          requirements of applicable tax laws); and

     d.   a written representation and undertaking, if requested by the Company
          pursuant to Section 5.b. hereof, in such form and substance as the
          Company may require, setting forth the investment intent of Optionee,
          or a Successor, as the case may be, and such other agreements,
          representations and undertakings as described in the Plan.

5.   REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
     ------------------------------------------ 

     a.   Optionee represents and warrants that the Option is being acquired by
          Optionee for Optionee's personal account, for investment purposes
          only, and not with a view to the distribution, resale or other
          disposition thereof.

     b.   Optionee acknowledges that the Company may issue Shares upon the
          exercise of the Option without registering such Common Stock under the
          Act on the basis of certain exemptions from such registration
          requirement.  Accordingly, Optionee agrees that Optionee's exercise of
          the Option may be expressly conditioned upon Optionee's delivery to
          the Company of such representations and undertakings as the Company
          may reasonably require in order to secure the availability of such
          exemptions, including a representation that Optionee is acquiring the
          Shares for investment and not with a present intention of selling or
          otherwise disposing of such Shares.  Optionee acknowledges that,
          because Shares receive upon exercise of an Option may be unregistered,
          Optionee may be required to hold the Shares indefinitely unless they
          are subsequently registered for resale under the Act or an exemption
          from such registration is available.

     c.   Optionee acknowledges receipt of this Agreement granting the Option,
          and the Plan, and understands that all rights and liabilities
          connected with the Option are set forth herein and in the Plan.

6.   NO RIGHTS AS STOCKHOLDER.  Optionee shall have no rights as a stockholder
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     of any shares of Common Stock covered by the Option until the date (the
     "Exercise Date") an entry evidencing such ownership is made in the stock
     transfer books of the Company.  Except as may be provided under Section 11
     of the Plan, the Company will make no adjustment for dividends (ordinary or
     extraordinary, whether in cash, securities or other property) or
     distributions or other rights for which the record date is prior to the
     Exercise Date.

7.   LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE.  Inability of the
     -------------------------------------------------                   
     Company to obtain, from any regulatory body having jurisdiction, authority
     reasonably deemed by the Company's counsel to be necessary for the lawful
     issuance and sale of any shares of its Common Stock hereunder and under the
     Plan shall relieve the Company of any liability in respect of the

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     nonissuance or sale of such shares as to which such requisite authority
     shall not have been obtained.

8.   THIS AGREEMENT SUBJECT TO PLAN.  This Agreement is made under the
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     provisions of the Plan and shall be interpreted in a manner consistent with
     it.  To the extent any provision in this Agreement is inconsistent with the
     Plan, the provisions of the Plan shall control.  A copy of the Plan is
     available to Optionee at the Company's principal executive offices upon
     request and without charge.  The good faith interpretation of the Committee
     of any provision of the Plan, the Option or this Agreement, and any
     determination with respect thereto or hereto by the Committee, shall be
     final, conclusive and binding on all parties.

9.   RESTRICTIVE LEGENDS.  Optionee hereby acknowledges that federal securities
     -------------------                                                       
     laws and the securities laws of the state in which Optionee resides may
     require the placement of certain restrictive legends upon the Shares issued
     upon exercise of the Option, and Optionee hereby consents to the placing of
     any such legends upon certificates evidencing the Shares as the Company, or
     its counsel, may reasonably deem necessary; provided, however, that any
     such legend shall be removed when no longer applicable.

10.  NOTICES.  All notices, requests and other communications hereunder shall be
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     in writing and, if given by telegram, telecopy or telex, shall be deemed to
     have been validly served, given or delivered when sent, if given by
     personal delivery, shall be deemed to have been validly served, given or
     delivered upon actual delivery and, if mailed, shall be deemed to have been
     validly served, given or delivered three business days after deposit in the
     United States mails, as registered or certified mail, with proper postage
     prepaid and addressed to the party or parties to be notified, at the
     following addresses (or such other address(es) as a party may designate for
     itself by like notice):

     If To The Company:       CB Commercial Real Estate Services Group, Inc.
                              533 S. Fremont Avenue
                              Los Angeles, California  90071-1798
                              Attention:  Secretary

     If To Optionee:
 

11.  NOT AN EMPLOYMENT OR OTHER AGREEMENT.  Nothing contained in this Agreement
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     shall confer, intend to confer or imply any rights to an employment or
     other relationship or rights to a continued employment or other
     relationship with the Company and/or any Subsidiary in favor of Optionee or
     limit the ability of the Company and/or any Subsidiary to terminate, with
     or without cause, in its sole and absolute discretion, the employment or
     other relationship with Optionee, subject to the terms of any written
     employment or other agreement to which Option is a party.

12.  GOVERNING LAW.  This Agreement shall be construed under and governed by the
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     laws of the State of Delaware without regard to the conflict of law
     provisions thereof.

13.  COUNTERPARTS.  This Agreement may be executed in counterparts, each of
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     which shall be deemed an original and both of which together shall be
     deemed one Agreement.

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     IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement
as of the date first above written.


CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.



By:  ____________________________________________
     Walter V. Stafford
     Senior Executive Vice President



OPTIONEE:


________________________________

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