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                                                                EXHIBIT 10.14(i)


                CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC./

                            KMS HOLDING CORPORATION

            AMENDED 1994 NONQUALIFIED PERFORMANCE STOCK OPTION PLAN


          Section 1.     Description of Plan.  This is the Amended 1994 
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Nonqualified Performance Stock Option Plan, dated November 23, 1994, as amended 
May 26, 1995 (the "Plan"), of KMS Holding Corporation, a Delaware corporation 
(the "Company").  Under the Plan, officers, certain directors, key employees and
consultants of the Company or any of the directly or indirectly owned 
subsidiaries of the Company (individually, a "Subsidiary," and collectively, the
"Subsidiaries"), to be selected as set forth below, may be granted options 
("Options") to purchase shares of the Common Stock, $.01 par value per share, of
the Company (the "Common Stock").  It is intended that Options under the Plan 
will not qualify for treatment as incentive stock options under Section 422 of 
the Internal Revenue Code of 1986, as amended (the "Code"), and will thus be 
designated "Nonqualified Stock Options."

          Section 2.     Purpose of Plan.  The purpose of the Plan and of 
                         ---------------
granting Options to specified persons is to further the growth, development and 
financial success of the Company and its Subsidiaries by providing additional 
incentives to certain officers, certain directors, key employees and 
consultants.  By assisting such persons in acquiring shares of the Common Stock,
the Company can ensure that such persons will themselves benefit directly from 
the Company's and the Subsidiaries' growth, development and financial success.

          Section 3.     Eligibility.  The persons who shall be eligible to 
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receive grants of Options under the Plan shall be directors who are designated 
as "independent" members of the Company's Board of Directors (the "Board") and 
the officers and key employees and consultants of the Company and the 
Subsidiaries, including those directors of the Company and the Subsidiaries who 
are also officers, key employees and/or consultants.  A person who holds an 
Option is herein referred to as a "Participant," and more than one Option may be
granted to any Participant.  Notwithstanding the foregoing, the Board may at 
any time or from time to time designate one or more directors as ineligible for 
selection as a Participant under the Plan for any period or periods of time.  
The designation by the Board of a director as ineligible for selection as a 
Participant under the Plan shall not affect Options previously granted to such 
director under the Plan.

          Section 4.     Administration.
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          (a)  The Plan shall be administered by the Board or, at the Board's 
option, by a compensation committee established by the Board (the Board and 
such committee, collectively, the "Committee").

          (b)  The Committee is authorized and empowered to administer the Plan 
and, subject to the Plan (i) to select the Participants, to specify the number 
of shares of
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Common Stock with respect to which Options are granted to each Participant, to 
specify the terms of the Options, and in general to grant Options; (ii) to 
determine the dates upon which Options shall be granted and the terms and 
conditions thereof in a manner consistent with the Plan, which terms and 
conditions need not be identical as to the various Options granted; (iii) to 
interpret the Plan; (iv) to prescribe, amend and rescind rules relating to the 
Plan; (v) to authorize any person to execute on behalf of the Company any 
instrument required to effectuate the grant of an Option previously granted by 
the Committee; (vi) to determine the rights and obligations of Participants 
under the Plan; (vii) to specify the Option Price (as defined in Section 6); 
(viii) to accelerate the time during which an Option may be exercised in 
accordance with the provisions of Section 15 hereof, and to otherwise accelerate
the time during which an Option may be exercised, in each case notwithstanding 
the provisions in the Option Agreement (as defined in Section 12) stating the 
time during which it may be exercised; and (ix) to make all other determinations
deemed necessary or advisable for the administration of the Plan.  The good 
faith interpretation and construction by the Committee of any provision of the 
Plan or of any Option granted under it shall be final, conclusive and binding.  
No member of the Committee shall be liable for any action or determination made 
with respect to the Plan or any Option granted hereunder.

          Section 5.     Shares Subject to the Plan.  The number of shares of 
                         --------------------------
Common Stock which may be purchased pursuant to the exercise of Options granted 
under the Plan shall not exceed 515,000 subject to adjustment as provided in 
Section 11 hereof.  Upon the expiration or termination, in whole or in part, for
any reason of an outstanding Option or any portion thereof which shall not have 
vested or shall not have been exercised in full or in the event that any shares 
of Common Stock acquired pursuant to the Plan are reacquired by the Company, (a)
any shares of Common Stock then remaining unissued which shall have been
reserved for issuance upon such exercise or (b) the shares reacquired, as the
case may be, shall again become available for the granting of additional Options
under the Plan.

          Section 6.     Option Price.  The purchase price per share (the 
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"Option Price") of the shares of Common Stock underlying each Option shall be 
determined by the Committee, and shall be subject to adjustment as provided 
herein.

          Section 7.     Restrictions on Grants; Vesting of Options.
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Notwithstanding any other provisions set forth herein or in any Option 
Agreement, no Options may be granted under the Plan subsequent to 10 years from 
the date hereof.  The vesting of all Options may be based on the Company's 
attaining of performance criteria as specified at the time of the granting 
thereof and may also be based on the passage of time.  The Committee shall 
determine the performance criteria, the performance measurement period and the 
vesting schedule applicable to each Option or group of Options in a schedule, a 
copy of which shall be filed with the records of the Committee and attached to 
each Option Agreement to which the same applies.  The performance criteria, the 
performance

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measurement period and the vesting schedule need not be identical for all
Options granted hereunder. Following the conclusion of each applicable
performance measurement period, the Committee shall determine the extent, if at
all, that each Option subject thereto shall have vested based upon the
applicable performance criteria and vesting schedule. To the extent each such
Option shall not have vested, and does not also vest based on the passage of
time, it shall, to that extent, automatically terminate and cease to be
exercisable to such extent notwithstanding the stated term during which it may
be exercised. The Committee shall promptly notify each affected Participant of
such determination. The Committee may periodically review the performance
criteria applicable to any Option or Options and, in its sole good faith
judgment, may adjust the same to reflect unanticipated major events, such as
catastrophic occurrences, mergers, acquisitions and the like.

     Section 8.  Exercise of Options. Once vested, an Option may be exercised
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by the Participant by giving written notice to the Company specifying the
number of full shares to be purchased and accompanied by payment of the full
purchase price therefor in cash, by check or in such other form of lawful
consideration as the Committee may approve from time to time, including, without
limitation and in the sole discretion of the Committee, the assignment and
transfer by the Participant to the Company of outstanding shares of Common Stock
theretofore held by the Participant in a manner intended to comply with the
provisions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
if applicable. Once vested, an Option may only be exercised by the Participant
or in the event of death of the Participant, by the person or persons (including
the deceased Participant's estate) to whom the deceased Participant's rights
under such Option shall have passed by will or the laws of descent and
distribution or the terms of the Participant's inter vivos trust.
Notwithstanding the foregoing in the immediately preceding sentence, in the
event of disability (within the meaning of Section 22(e)(3) of the Code) of a
Participant, a designee, or if the Participant has no designee, the legal
representative, of such Participant may exercise the Option on behalf of such
Participant (provided such Option would have been exercisable by such
Participant) until the right to exercise such Option expires, as set forth in
such Participant's particular Option Agreement.

     Section 9.  Issuance of Common Stock.  The Company's obligation to issue 
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shares of its Common Stock upon exercise of an Option is expressly conditioned 
upon the compliance by the Company with any registration or other qualification 
obligations with respect to such shares under any state and/or federal law or 
rulings and regulations of any government regulatory body and/or the making of 
such investment representations or other representations and undertakings by the
Participant (or the Participant's legal representative, heir or legatee, as the 
case may be) in order to comply with the requirements of any exemption from any 
such registration or other qualification obligations with respect to such shares
which the Company in its sole discretion shall deem necessary or advisable.  
Such required representations and undertakings may include representations and 
agreements that such Participant (or the Participant's legal representative, 
heir or legatee): (a) is purchasing

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such shares for investment and not with any present intention of selling or
otherwise disposing of such shares; and (b) agrees to have a legend placed upon
the face and reverse of any certificates evidencing such shares (or, if
applicable, an appropriate data entry made in the ownership records of the
Company) setting forth (i) any representations and undertakings which such
Participant has given to the Company or a reference thereto, and (ii) that,
prior to effecting any sale or other disposition of any such shares, the
Participant must furnish to the Company an opinion of counsel, satisfactory to
the Company and its counsel, to the effect that such sale or disposition will
not violate the applicable requirements of state and federal laws and regulatory
agencies; provided, however, that any such legend or data entry shall be removed
when no longer applicable. 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
hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of such shares as to which such requisite authority shall
not have been obtained. Any shares of Common Stock issued by the Company upon
exercise of an Option granted hereunder shall be subject to a right of first
refusal of the Company with respect to all shares proposed to be transferred by
Participant, as described in Section 12 hereof and as more fully described in
each particular Option Agreement.

     Section 10.  Nontransferability.  An Option may not be sold, pledged, 
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assigned, hypothecated, transferred or disposed of in any manner other than by 
will or by the laws of descent or distribution or inter vivos to a trust for the
benefit of the Participant or the Participant and the Participant's spouse.  Any
permitted transferee shall be required prior to any transfer of an Option or 
shares of Common Stock acquired pursuant to the exercise of an Option to execute
a written undertaking to be bound by the provisions of the applicable Option 
Agreement.

     Section 11.  Adjustments To Capitalization. Subject to Section 14(b)
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hereof, if the outstanding shares of the Common Stock of the Company are changed
into, or exchanged for, a different number or kind of shares or securities of
the Company through reorganization, recapitalization or reclassification, or if
the number of outstanding shares is changed through a stock split, stock
dividend, stock consolidation or like capital adjustment, or if the Company
makes a distribution in partial liquidation or any other comparable
extraordinary distribution with respect to its Common Stock, an appropriate
adjustment shall be made by the Committee in the number, kind or exercise price
of shares as to which Options may be granted. A corresponding adjustment shall
likewise be made in the number, kind or exercise price of shares with respect to
which unexercised Options have theretofore been granted. Any such adjustment in
an outstanding Option, however, shall be made without change in the total price
applicable to the unexercised portion of the Option but with a corresponding
adjustment in the price for each share covered by the Option. In making such
adjustments, or in determining that no such adjustments are necessary, the
Committee may rely upon the advice of counsel and accountants to the Company,
and the good faith

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determination of the Committee shall be final, conclusive and binding.  No 
fractional shares of stock shall be issued under the Plan on account of any such
adjustment.

        Section 12.     Option Agreement.  Each Option granted under the Plan 
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shall be evidenced by a written nonqualified performance stock option agreement 
(an "Option Agreement") executed by the Company and the Participant which (a) 
shall contain each of the provisions and agreements herein specifically required
to be contained therein; (b) shall contain provisions which give the Company a 
right to first refusal to purchase any Common Stock issued pursuant to the 
exercise of Options granted under the Plan which a Participant proposes to sell;
and (c) may contain such other terms and conditions as the Committee deems 
desirable and which are not inconsistent with the Plan.

        Section 13.     Rights as a Stockholder.  A Participant shall have no 
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rights as a stockholder with respect to any shares covered by an Option until 
the date (the "Exercise Date") an entry evidencing such ownership is made in the
stock transfer books of the Company.  Except as otherwise provided in Section 11
hereof, no adjustment shall be made 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.

        Section 14.     Termination of Options.
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        (a)  Each Option granted under the Plan shall set forth a termination
date thereof, which shall be not later than ten (10) years from the date such
Option is granted subject to earlier termination as set forth in Section 7,
Section 14(b) or Section 15 hereof, or as otherwise set forth in each particular
Option Agreement. The termination of employment of, or of a consulting
relationship with, a Participant for any reason shall not accelerate or
otherwise affect the number of shares with respect to which an Option may be
exercised; provided, however, that the Option may only be exercised with respect
to that number of shares which could have been purchased under the Option had
the Option been exercised by the Participant on the date of such termination.

        (b)  Subject to Section 15 hereof, upon the dissolution, liquidation or
sale of all or substantially all of the business, properties and assets of the
Company, or upon any reorganization, merger or consolidation in which the
Company does not survive, or upon any reorganization, merger or consolidation in
which the Company does survive and the Company's stockholders have the
opportunity to receive cash, securities of another corporation and/or other
property in exchange for their capital stock of the Company, the Plan and each
outstanding Option shall terminate; provided that in such event each Participant
who is not tendered an option by the surviving corporation in accordance with
all of the terms of the immediately succeeding sentence, or does not accept any
such substituted option which is so tendered, shall have the right until 10 days
before the effective date of such dissolution, liquidation, reorganization,
merger or consolidation to exercise, in whole or in

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part, any unexpired Option or Options issued to the Participant, to the extent 
that said Option is then vested and exercisable pursuant to the provisions of 
said Option or Options and of Section 7 of the Plan.  In its sole and absolute 
discretion, the surviving corporation in any reorganization, merger or 
consolidation may, but shall not be so obligated to, tender to any Participant 
an option or options to purchase shares of the surviving corporation, and such 
new option or options shall contain such terms and provisions as shall be 
required to substantially preserve the rights and benefits of any Option then 
outstanding under the Plan and, if accepted by such Participant, such new option
shall replace the Option under the Plan.

        Section 15.     Acceleration of Options.  Notwithstanding the provisions
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of Section 7 or Section 14 hereof, or any provision of the contrary contained in
a particular Option Agreement, the Committee, in its sole discretion, at any
time, or from time to time, may elect to accelerate the vesting of all or any
portion of any Option then outstanding. The decision by the Committee to
accelerate an Option or to decline to accelerate an Option shall be final,
conclusive and binding. In the event of the acceleration of the exercisability
of Options as the result of a decision by the Committee pursuant to this Section
15, each outstanding Option so accelerated shall be exercisable for a period
from and after the date of such acceleration and upon such other terms and
conditions as the Committee may determine in its sole discretion provided that
such terms and conditions (other than terms and conditions relating solely to
the acceleration of exercisability and the related termination of an Option) may
not adversely affect the rights of any Participant without the consent of the
Participant so adversely affected. Any outstanding Option which has not been
exercised by the holder at the end of such period shall terminate automatically
and become null and void.

        Section 16.     Withholding of Taxes.  The Company, or a Subsidiary, as 
                        --------------------
the case may be, may deduct and withhold from the wages, salary, bonus and other
income paid by the Company or such Subsidiary to the Participant the requisite 
tax upon the amount of taxable income, if any, recognized by the Participant in 
connection with the exercise in whole or in part of any Option, or the sale of 
Common Stock issued to the Participant upon the exercise of an Option, as may be
required from time to time under any federal or state tax laws and regulations. 
This withholding of tax shall be made from the Company's (or such Subsidiary's) 
concurrent or next payment of wages, salary, bonus or other income to the 
Participant or by payment to the Company (or such Subsidiary) by the Participant
of the required withholding tax, as the Committee may determine; provided, 
however, that, in the sole discretion of the Committee, the Participant may pay 
such tax by reducing the number of shares of Common Stock issued upon exercise 
of an 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).

        Section 17.     Effectiveness and Termination of the Plan.  The Plan 
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shall be effective on the date on which it is adopted by the Board.  The Plan 
shall terminate at the earliest of the time when all shares of Common Stock 
which may be issued hereunder have 


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been so issued or such other time as set forth in Section 14(b) hereof; 
provided, however, that the Board may in its sole discretion terminate the Plan 
at any other time.  Subject to Section 14(b) hereof, no such termination shall 
in any way affect any Option then outstanding.

        Section 18.     Time of Granting Options.  The date of grant of an 
                        ------------------------
Option shall, for all purposes, be the date on which the Committee makes the 
determination granting such Option.  Notice of the determination shall be given 
to each Participant to whom an Option is so granted within a reasonable time 
after the date of such grant.

        Section 19.     Amendment of Plan.  The Committee may make such 
                        -----------------
amendments to the Plan and, with the consent of each Participant affected, in 
the terms and conditions of granted Options as it shall deem advisable, 
including, without limitation, accelerating the time at which an Option may be 
exercised.  No amendment shall in any way adversely affect any Option then 
outstanding, without the consent of the Participant so adversely affected.

        Section 20.     Transfers and Leave of Absence.  For purposes of the 
                        ------------------------------
Plan, (a) a transfer of a Participant's employment or consulting relationship, 
without an intervening period, between the Company and a Subsidiary shall not 
be deemed a termination of employment or a termination of consulting 
relationship and (b) a Participant who is granted in writing a leave of absence 
shall be deemed to have remained in the employ of, or in a consulting 
relationship with, the Company (or a Subsidiary, whichever is applicable) during
such leave of absence.

        Section 21.     No Obligation to Exercise Option.  The granting of an 
                        --------------------------------
Option shall impose no obligation on the Participant to exercise such Option.

        Section 22.     Indemnification.  In addition to such other rights of 
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indemnification as they may have as directors, the members of the Board or 
Committee shall be indemnified by the Company to the fullest extent permitted by
law against the reasonable expenses, including attorney's fees, actually and 
necessarily incurred in connection with the defense of any action, suit or 
proceeding, or in connection with any appeal therein, to which they or any of 
them may be a party by reason of any action taken or failure to act under or in 
connection with the Plan or any Option granted thereunder, and against all 
amounts paid by them in satisfaction of a judgement in any such action, suit or 
proceeding.

        Section 23.     Governing Law.  The Plan and any Option granted pursuant
                        -------------
to the Plan shall be construed under and governed by the laws of the State of 
Delaware without regard to conflict of law provisions thereof.


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          Section 24. Not an Employment or Other Agreement. Nothing contained in
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the Plan or in any Option Agreement shall confer, intend to confer or imply any
rights of employment or any rights to any other relationship or rights to
continued employment by, or rights to a continued relationship with, the Company
or any Subsidiary in favor of any Participant or limit the ability of the
Company or any Subsidiary to terminate with or without cause, in its sole and
absolute discretion, the employment of, or relationship with, any Participant,
subject to the terms of any written employment or other agreement to which a
Participant is a party.

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