KOLL REAL ESTATE SERVICES S-1

FORM S-1

FORM OF UNDERWRITING AGREEMENT

RESTATED CERTIFICATE OF INCORPORATION

BYLAWS OF THE REGISTRANT

CREDIT AGREEMENT, DATED NOVEMBER 23, 1994

FIRST AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT AND WAIVER, DATED JANUARY 12, 1996

FOURTH AMEND. TO CREDIT AGREEMENT

PLEDGE AGREEMENT, DATED NOVEMBER 23, 1994

PLEDGE AGREEMENT, DATED NOVEMBER 23, 1994

REGISTRATION RIGHTS AGREEMENT

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, DATED NOV. 23, 1994

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

SECOND AMENDED & RESTATED STOCKHOLDERS AGREEMENT

AMENDED LICENSE AGREEMENT

LEASE, DATED APRIL 13, 1995

FORM OF LEASE, DATED OCTOBER 2, 1995

AMEND. NO. 1 DATED JUNE 6, 1996 TO OFFICE BLDG LEASE

LEASE GUARANTY, DATED NOVEMBER 15, 1994

FORM OF INDEMNITY AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

AMENDED 1994 EMPLOYEE STOCK SUBSCRIPTION PLAN

AMENDED 1994 NONQUALIFIED STOCK OPTION PLAN

AMENDED AND RESTATED OPTION AGREEMENT

AMENDED AND RESTATED OPTION AGREEMENT

NONCOMPETITION AND CONFIDENTIALITY AGMT.

NONCOMPETITION AND CONFIDENTIALITY AGMT.

FIRST AMENDMENT TO AGREEMENT OF GENERAL PARTNERSHIP

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT DATED JANUARY 28, 1994

ASSET PURCHASE AGREEMENT, DATED MAY 10, 1994

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, DATED SEPTEMBER 14, 1994

STOCK AND ASSET PURCHASE AGREEMENT

FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, DATED MARCH 24, 1995

ASSET PURCHASE AGREEMENT, DATED JUNE 30, 1995

AMENDMENT TO ASSET PURCHASE AGREEMENT DATED AUGUST 5, 1995

OPERATING AGREEMENT, DATED MARCH 13, 1995

CONTRIBUTION AGREEMENT, DATED MARCH 9, 1995

BUY/SELL AGREEMENT, DATED MARCH 13, 1995

STATEMENT RE: COMPUTATION OF EARNINGS

LIST OF SUBSIDIARIES OF THE REGISTRANT

CONSENT OF ERNST & YOUNG LLP

CONSENT OF ERNST & YOUNG LLP

CONSENT OF ARTHUR ANDERSEN LLP

FINANCIAL DATA SCHEDULE