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                                                                   EXHIBIT 10.13

                 CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
                     KOLL ACQUISITION  STOCK  OPTION  PLAN



SECTION 1.  ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN

       1.1  Establishment.  CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC., a
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Delaware corporation (the "Company"), hereby establishes the KOLL ACQUISITION
STOCK OPTION  PLAN  (the "Plan").

       1.2  Purpose.  The Koll Acquisition Stock Option Plan is established in
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connection with the merger (the "Merger") of Koll Real Estate Services, a
Delaware corporation ("Koll"), into a wholly owned subsidiary of the Company as
a result of which Koll will become a wholly owned subsidiary of the Company for
the purpose of granting options thereunder to certain key employees of such firm
as an inducement to enter into or remain in the service of the Company and its
subsidiaries and as an incentive for extraordinary efforts during such service.

       1.3  Effective Date.  The Plan shall become effective upon its adoption
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by the Board of Directors of the Company and the consummation of the Merger.

SECTION 2.     DEFINITIONS

       2.1  Definitions.  Whenever used herein, the following terms shall have
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their respective meanings set forth below:

            (a) "Board" means the Board of Directors of the Company.

            (b) "Code" means the Internal Revenue Code of 1986, as amended.

            (c) "Committee" means the Compensation Committee of the Board.

            (d) "Disability" means the inability to engage in any Substantial
                Gainful Activity by reason of any medically determinable
                physical or mental impairment which, in the sole and final
                judgment of the Committee, can be expected to result in death or
                which has lasted, or can be expected to last, for a continuous
                period of not less than twelve months.

            (e) "Employee" means a regular employee (including officers and
                directors who are also employees) or independent contractor
                (including any independent contractor operating in the form of a
                corporation, partnership, limited liability company or otherwise
                and any director) of Koll or any of its subsidiaries, or any
                branch or division thereof.

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            (f) "Fair Market Value" of the Stock on any date means, in the event
                that the Stock is listed on an established national or regional
                stock exchange, is admitted to quotation on The Nasdaq Stock
                Market, or is publicly traded in an established securities
                market, the closing price of the Stock on such exchange or in
                such market (the highest such closing price if there is more
                than one such exchange or market) on such date, or, if there is
                no such closing price, the mean between the highest bid and
                lowest asked prices or between the high and low prices on such
                date or, if no sale of the Stock has been made on such day, on
                the next preceding day on which any such sale shall have been
                made; or the value determined by using such other method as the
                Committee may determine.

            (g) "Option" means the right to purchase Stock at a stated price for
                a specified period of time.

            (h) "Participant" means any Employee granted an option under the
                Plan.

            (i) "Stock" means the Common Stock of the Company, par value $.01
                per share.

            (j) "Substantial Gainful Activity" means the performance of
                significant duties over a reasonable period of time in work for
                remuneration or profit (or in work or a type generally performed
                for remuneration or profit).

       2.2  Gender and Number.  Except when otherwise indicated by the context,
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words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

SECTION 3.  ELIGIBILITY AND PARTICIPATION

        Options may be granted under the Plan to any Employee.

SECTION 4.  ADMINISTRATION

       4.1  Compensation Committee.   The Committee shall be responsible for the
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administration of the Plan.   The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interest of the Company, and to
make all other determinations necessary or advisable for the administration of
the Plan, all in the Committee's sole and absolute discretion, but only to the
extent not contrary to the express provisions of the Plan.  Determinations,
interpretations or other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final and binding and conclusive for all
purposes and upon all persons whomsoever.

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       4.2  No Liability.  No member of the Committee shall be liable for and
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the Company shall indemnify and hold each such member harmless with respect to
any action or determination made in good faith with respect to the Plan or any
Option granted or Option Agreement entered into hereunder.

SECTION 5.  STOCK SUBJECT TO PLAN

       5.1  Number.  The total number of shares subject to Options may not
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exceed 550,000 shares.  The number of shares of Stock subject to Options under
the Plan and the Option prices are subject to adjustment upon occurrence of any
of the events indicated in Section 5.3.  The shares to be delivered under the
Plan may consist, in whole or in part, of authorized but unissued Stock or
treasury Stock not reserved for any other purpose.

       5.2  Lapsed Options.  To the extent any Option granted under the Plan
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terminates, expires or lapses for any reason, any shares subject to such Option
again shall be available for the grant of an Option.

       5.3  Adjustment in Capitalization.  In the event of any change in the
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outstanding shares of Stock that occurs by reason of a stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares, or
other similar corporate change, the aggregate number of shares of Stock subject
to each outstanding Option, and its stated Option price, shall be adjusted
appropriately by the Committee, whose determination shall be final and
conclusive; provided, however that fractional shares shall be rounded to the
nearest whole share.  In such event, the Committee also shall have complete
discretion to make adjustments in the number and type of shares subject to Stock
grants then outstanding under the Plan pursuant to the terms of such grants or
otherwise as it deems appropriate.

SECTION 6.  DURATION OF PLAN

       6.1  Duration of Plan.  The Plan shall remain in effect, subject to the
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Board's right to earlier terminate the Plan pursuant to Section 11 hereof, until
all Stock subject to it shall have been purchased, acquired or lapsed pursuant
to the provisions hereof.  Notwithstanding the foregoing, no Option may be
granted under the Plan on or after the tenth (10th) anniversary of the Plan's
effective date.

SECTION 7.  STOCK OPTIONS

       7.1  Grant of Options.  Options may be granted to Participants at any 
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time and from time to time as shall be determined by the Committee or the Board.
The Committee or the Board, as applicable, shall have complete discretion in
determining the number, type and price of Options granted to each Participant;
provided, however, the aggregate Fair Market Value (determined at the time the
Option is granted) of the Stock with respect to which an incentive stock option
under Section 422A of the Code becomes exercisable for the first time by a
Participant during any calendar year shall not exceed $100,000, nor shall any
incentive stock option under Section 422A 

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of the Code be granted to any person who owns, directly or indirectly, Stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company. Nothing in this Section 7 of the Plan shall be
deemed to prevent the grant of nonstatutory stock options in amounts which
exceed the maximum established by Section 422A of the Code with respect to
incentive stock options.

       7.2  Option Agreement.  Each Option shall be evidenced by an Option
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Agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of shares of Stock to which the Option
pertains, and such other provisions as the Chief Executive Officer or Committee
shall determine.

       7.3  Option Price.  No Option granted pursuant to the Plan which is
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intended to be an incentive stock option under Section 422A of the Code shall
have an Option price that is less than the Fair Market Value of the Stock on the
date the Option is granted.

       7.4  Duration of Options.  Each Option shall expire at such time as the
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Committee shall determine at the time it is granted, provided, however, that no
Option shall be exercisable later than ten years from the date of its grant.

       7.5  Exercise of Options.     Options granted under the Plan shall be
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exercisable at such time and be subject to such restrictions and conditions as
the Committee or the Board, as applicable, shall in each instance approve, which
need not be the same for all Participants.  Each Option which is intended to
qualify as an incentive stock option pursuant to Section 422A of the Code shall
comply with the applicable provisions of the Code pertaining to such Options.

       7.6  Payment.  The purchase price of Stock upon exercise of any Option
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shall be paid in full either (i) in cash or (ii) with the consent of the
Committee, through the tender to the Company of shares of Stock valued at Fair
Market Value on the date of exercise, or (iii) by a combination of (i) and (ii).
If shares of Stock are surrendered by an officer of the Company who is subject
to Section 16(b) of the Securities Exchange Act of 1934 as payment of the Option
Price and the Stock surrendered was acquired pursuant to an option to acquire
Stock and such acquisition was not an exempt transaction under Section 16 of the
Securities Exchange Act of 1934, then six (6) months must have elapsed since the
date of grant of such option.  The payment in full of the Option price shall be
deemed to have been made with the written notice of exercise provided the notice
of exercise directs that the stock certificate or certificates for the shares of
Stock for which the Option is exercised be delivered to a licensed broker
acceptable to the Company as the agent for the individual exercising the Option
and, at the time such stock certificate or certificates are delivered, the
broker tenders to the Company cash (or cash equivalents acceptable to the
Company) equal to the Option price for the shares of Stock purchased plus the
amount (if any) of Federal and/or other taxes which the Company, in its
discretion, requires to be withheld with respect to the exercise of the Option.
An attempt to exercise any Option granted hereunder other than as set forth
above shall be invalid and of no force and effect. Promptly after the exercise
of an Option and the payment or deemed payment in full of the Option price
therefor and any applicable withholding taxes, the individual exercising the
Option shall be 

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entitled to the issuance of a stock certificate or certificates evidencing his
or her ownership of such shares. A separate stock certificate or certificates
shall be issued for any shares purchased pursuant to the exercise of an Option
which is an incentive stock option, which certificate or certificates shall not
include any shares which were purchased pursuant to the exercise of an Option
which is not an incentive stock option. An individual holding or exercising an
Option shall have none of the rights of a stockholder until the shares of Stock
covered thereby are fully paid and issued, and except as provided in Section 5.3
above, no adjustment shall be made for dividends or other rights for which the
record date is prior to the date of such issuance.

       7.7  Restriction on Stock Transferability.  The Committee shall impose
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such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable including, without limitation,
restrictions under applicable Federal securities laws, under the requirements of
any stock exchange upon which such shares of Stock are then listed, under any
blue sky or state securities laws applicable to such shares, and under any
Stockholders' Agreement then in effect.

       7.8  Termination Due to Death or Disability.  In the event a Participant
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ceases to be an Employee by reason of death or Disability, any outstanding
Options then exercisable may be exercised at any time prior to the expiration
date of the Options or within twelve (12) months after such date of termination
of employment, whichever period is the shorter.

       7.9  Termination other then for Death or Disability.     If a Participant
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ceases to be an Employee for any reason other than death or Disability, the
rights which he or she may have under any then outstanding Option granted
pursuant to the Plan shall terminate in accordance with the terms of the Option
agreement.   Except with respect to grants of incentive stock options, a
Participant who is a common law employee of the Company shall not cease to be an
Employee if he or she becomes an independent contractor with respect to the
Company and an independent contractor with respect to the Company shall not
cease to be an Employee if he or she immediately becomes a common law employee
of the Company.

      7.10 Nontransferability of Options.  No Option granted under the Plan may
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be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
otherwise than by will or by the laws of descent and distribution.  Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or by such Participant's conservator of the
estate or the equivalent.

SECTION 8.  RIGHTS OF EMPLOYEES

       8.1  Termination.  Nothing in the Plan shall interfere with or limit in
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any way the right of the Company or its subsidiaries to terminate any
Participant's employment as a common law employee or engagement as an
independent contractor at any time, with or without cause, nor confer upon any
Participant any right to continue in the employ of the Company or its
subsidiaries.

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       8.2  Participation.  No employee shall have a right to be selected as a
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Participant or, having been so selected, to be selected again as a Participant.

SECTION 9.  AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

     Unless sooner terminated as provided herein, the Plan will automatically
terminate on April 21, 2007.  The Board at any time may terminate, and from time
to time may amend or modify, the Plan.  No amendment, modification, or
termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant.

SECTION 10.  TAX WITHHOLDING

     The Company shall have the right to withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy Federal, state, and local
withholding tax requirements on any Option under the Plan and, notwithstanding
any other provision to the contrary, no Option shall be subject to exercise
until withholding satisfactory to the Company has been made.

SECTION 11.  MISCELLANEOUS

       11.1  Requirements of Law.  The granting of Options and the issuance of
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shares of Stock upon exercise of an Option shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.

       11.2  Use of Proceeds.  The proceeds received by the Company from the 
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sale of Stock pursuant to Options granted under the Plan shall constitute
general funds of the Company.

       11.3  Gender and Number.  Except as otherwise indicated by the context,
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words in the masculine gender when used in this Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

       11.4  Headings.  The headings herein are for convenience only and shall
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not be used in interpreting the Plan.

       11.5  Governing Law.  The validity, interpretation and effect of this
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Plan, and all agreements hereunder, shall be governed by and construed in
accordance with and governed by the laws of the State of Delaware, other than
the choice of law rules thereof.

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     IN WITNESS WHEREOF, CB Commercial Real Estate Services Group, Inc. has
caused this Plan to be adopted this 22nd day of April, 1997.


                                    CB COMMERCIAL REAL ESTATE
                                    SERVICES GROUP, INC.


                                    By: /s/ James J. Didion
                                        ------------------------
                                         James J. Didion
                                         Chief Executive Officer

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