PLEDGE AGREEMENT

 

                                                                    EXHIBIT 10.6

                               PLEDGE AGREEMENT

          This PLEDGE AGREEMENT (this "AGREEMENT") is dated as of November 23,
1994 and entered into by and between KOLL MANAGEMENT SERVICES, INC., a Delaware
corporation ("PLEDGOR"), and BANKERS TRUST COMPANY, as agent for and
representative of (in such capacity herein called "SECURED PARTY") the financial
institutions ("LENDERS") party to the Credit Agreement (as hereinafter defined).

                            PRELIMINARY STATEMENTS

          A.   Pledgor is the legal and beneficial owner of the shares of stock
(the "PLEDGED SHARES") described in Part A of Schedule I annexed hereto and
                                              ----------               
issued by the corporations named therein and (ii) the indebtedness (the "PLEDGED
DEBT") described in Part B of said Schedule I and issued by the obligors named 
                                   ----------                  
therein.

          B.   Secured Party and Lenders have entered into a Credit Agreement
dated as of November 23, 1994 (said Credit Agreement, as it may hereafter be
amended, supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined) with Pledgor pursuant to which Lenders have made
certain commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Pledgor.

          C.   It is a condition precedent to the initial extensions of credit
by Lenders under the Credit Agreement that Pledgor shall have granted the
security interests and undertaken the obligations contemplated by this
Agreement.

          NOW, THEREFORE, in consideration of the premises and in order to
induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Pledgor hereby agrees with Secured
Party as follows:

          SECTION 1.  PLEDGE OF SECURITY.  Pledgor hereby pledges and assigns to
                      ------------------                                        
Secured Party, and hereby grants to Secured Party a security interest in, all of
Pledgor's right, title and interest in and to the following (the "PLEDGED
COLLATERAL"):

          (a)  the Pledged Shares and the certificates representing the Pledged
Shares and any interest of Pledgor in the entries on the books of any financial
intermediary pertaining to the Pledged Shares, and all dividends, cash,
warrants, rights, instruments and

other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares;

          (b)  the Pledged Debt and the instruments evidencing the Pledge Debt,
and all interest, cash, instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the Pledged Debt;

          (c)  all additional shares of, and all securities convertible into and
warrants, options and other rights to purchase or otherwise acquire, stock of
any issuer of the Pledged Shares from time to time acquired by Pledgor in any
manner (which shares shall be deemed to be part of the Pledged Shares), the
certificates or other instruments representing such additional shares,
securities, warrants, options or other rights and any interest of Pledgor in the
entries on the books of any financial intermediary pertaining to such additional
shares, and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such additional
shares, securities, warrants, options or other rights;

          (d)  all additional indebtedness from time to time owed to Pledgor by
any obligor on the Pledged Debt and the instruments evidencing such
indebtedness, and all interest, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such indebtedness;

          (e)  all shares of, and all securities convertible into and warrants,
options and other rights to purchase or otherwise acquire, stock of any Person
that, after the date of this Agreement, becomes, as a result of any occurrence,
a direct Subsidiary of Pledgor (which shares shall be deemed to be part of the
Pledged Shares), the certificates or other instruments representing such shares,
securities, warrants, options or other rights and any interest of Pledgor in the
entries on the books of any financial intermediary pertaining to such shares,
and all dividends, cash, warrants, rights, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares, securities, warrants,
options or other rights;

          (f)  all indebtedness from time to time owed to Pledgor by any Person
that, after the date of this Agreement, becomes, as a result of any occurrence,
a direct or indirect Subsidiary of Pledgor, and all interest, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
indebtedness; and

          (g)  to the extent not covered by clauses (a) through (f) above, all
proceeds of any or all of the foregoing Pledged Collateral.  For purposes of
this 

                                       2.

Agreement, the term "PROCEEDS" includes whatever is receivable or received when
Pledged Collateral or proceeds are sold, exchanged, collected or otherwise
disposed of, whether such disposition is voluntary or involuntary, and includes,
without limitation, proceeds of any indemnity or guaranty payable to Pledgor or
Secured Party from time to time with respect to any of the Pledged Collateral.

          SECTION 2.  SECURITY FOR OBLIGATIONS.  This Agreement secures, and the
                      ------------------------                                  
Pledged Collateral is collateral security for, the prompt payment or performance
in full when due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including the payment of amounts
that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and
liabilities of every nature of Pledgor now or hereafter existing under or
arising out of or in connection with the Credit Agreement and the other Loan
Documents and all extensions or renewals thereof, whether for principal,
interest (including without limitation interest that, but for the filing of a
petition in bankruptcy with respect to Pledgor, would accrue on such
obligations), reimbursement of amounts drawn under Letters of Credit, fees,
expenses, indemnities or otherwise, whether voluntary or involuntary, direct or
indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owed with others, and whether or not from time to time decreased or
extinguished and later increased, created or incurred, and all or any portion of
such obligations or liabilities that are paid, to the extent all or any part of
such payment is avoided or recovered directly or indirectly from Secured Party
or any Lender as a preference, fraudulent transfer or otherwise (all such
obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of
every nature of Pledgor now or hereafter existing under this Agreement (all such
obligations of Pledgor, together with the Underlying Debt, being the "SECURED
OBLIGATIONS").

          SECTION 3.  DELIVERY OF PLEDGED COLLATERAL.  All certificates or
                      ------------------------------                      
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of Secured Party pursuant hereto and shall be in
suitable form for transfer by delivery or, as applicable, shall be accompanied
by Pledgor's endorsement, where necessary, or duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Secured Party.  Secured Party shall have the right, at any time in its
discretion and without notice to Pledgor, to transfer to or to register in the
name of Secured Party or any of its nominees any or all of the Pledged
Collateral, subject only to the revocable rights specified in Section 7(a).  In
addition, Secured Party shall have the right at any time to exchange
certificates or instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations.

          SECTION 4.  REPRESENTATIONS AND WARRANTIES.  Pledgor represents and
                      ------------------------------                         
warrants as follows:

                                       3.

          (a)  Due Authorization, etc. of Pledged Collateral.  All of the 
               ---------------------------------------------   
Pledged Shares have been duly authorized and validly issued and are fully paid
and non-assessable. All of the Pledged Debt has been duly authorized,
authenticated or issued, and delivered and is the legal, valid and binding
obligation of the issuers thereof and is not in default.

          (b)  Description of Pledged Collateral.  The Pledged Shares constitute
               ---------------------------------                                
all of the issued and outstanding shares of stock of each issuer thereof and
there are no outstanding warrants, options or other rights to purchase, or other
agreements outstanding with respect to, or property that is now or hereafter
convertible into, or that requires the issuance or sale of, any Pledged Shares.
The Pledged Debt constitutes all of the issued and outstanding intercompany
indebtedness evidenced by a promissory note of the respective issuers thereof
owing to Pledgor.

          (c)  Ownership of Pledged Collateral.  Pledgor is the legal, record 
               -------------------------------   
and beneficial owner of the Pledged Collateral free and clear of any Lien except
for the security interest created by this Agreement and Permitted Encumbrances.

          (d)  Governmental Authorizations.  No authorization, approval or other
               ---------------------------                                      
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for either (i) the pledge by Pledgor of the Pledged
Collateral pursuant to this Agreement and the grant by Pledgor of the security
interest granted hereby, (ii) the execution, delivery or performance of this
Agreement by Pledgor, or (iii) the exercise by Secured Party of the voting or
other rights, or the remedies in respect of the Pledged Collateral, provided for
in this Agreement (except as may be required in connection with a disposition of
Pledged Collateral by laws affecting the offering and sale of securities
generally).

          (e)  Perfection.  The pledge of the Pledged Collateral pursuant to 
               ----------   
this Agreement creates a valid and perfected first priority security interest in
the Pledged Collateral, securing the payment of the Secured Obligations.

          (f)  Margin Regulations.  The pledge of the Pledged Collateral 
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to this Agreement does not violate Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System.

          (g) Other Information.  All information heretofore, herein or
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hereafter supplied to Secured Party by or on behalf of Pledgor with respect to
the Pledged Collateral is accurate and complete in all material respects.

          SECTION 5.  TRANSFERS AND OTHER LIENS; ADDITIONAL PLEDGED COLLATERAL;
                      ---------------------------------------------------------
ETC.  Pledgor shall:
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                                       4.

          (a)  not, except as expressly permitted by the Credit Agreement, (i)
sell, assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, any of the Pledged Collateral, (ii) create or
suffer to exist any Lien upon or with respect to any of the Pledged Collateral,
except for the security interest under this Agreement, or (iii) permit any
issuer of Pledged Shares to merge or consolidate unless all the outstanding
capital stock of the surviving or resulting corporation is, upon such merger or
consolidation, pledged hereunder and no cash, securities or other property is
distributed in respect of the outstanding shares of any other constituent
corporation; provided that in the event Pledgor makes an Asset Sale permitted by
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the Credit Agreement and the assets subject to such Asset Sale are Pledged
Shares, Secured Party shall release the Pledged Shares that are the subject of
such Asset Sale to Pledgor free and clear of the lien and security interest
under this Agreement concurrently with the consummation of such Asset Sale;
                                                                           
provided, further that, as a condition precedent to such release, Secured Party
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shall have received evidence satisfactory to it that arrangements satisfactory
to it have been made for delivery to Secured Party of the Net Cash Proceeds of
such Asset Sale; provided, still further that if any such sale of Pledged Shares
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shall not constitute an "Asset Sale" by reason of the $500,000 threshold
contained in such definition, such Pledged Shares may be sold in a bona fide
transaction without the application of the sales proceeds thereof;

          (b)  (i) cause each issuer of Pledged Shares not to issue any stock or
other securities in addition to or in substitution for the Pledged Shares issued
by such issuer, except to Pledgor, (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all additional shares of
stock or other securities of each wholly-owned issuer of Pledged Shares, and
(iii) pledge hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all shares of stock of any Person that, after the
date of this Agreement, becomes, as a result of any occurrence, a direct wholly-
owned Subsidiary of Pledgor;

          (c)  (i) pledge hereunder, immediately upon their issuance, any and
all instruments or other evidences of additional indebtedness from time to time
owed to Pledgor by any obligor on the Pledged Debt, and (ii) pledge hereunder,
immediately upon their issuance, any and all instruments or other evidences of
indebtedness from time to time owed to Pledgor by any Person that after the date
of this Agreement becomes, as a result of any occurrence, a direct or indirect
Subsidiary of Pledgor;

          (d)  promptly notify Secured Party of any event of which Pledgor
becomes aware causing loss of the Pledged Collateral;

          (e)  promptly deliver to Secured Party all written notices received by
it with respect to the Pledged Collateral; and

          (f)  pay promptly when due all taxes, assessments and governmental
charges or levies imposed upon, and all claims against, the Pledged Collateral,
except to 

                                       5.

the extent the validity thereof is being contested in good faith; provided that
                                                                  --------
Pledgor shall in any event pay such taxes, assessments, charges, levies or
claims not later than five days prior to the date of any proposed sale under any
judgement, writ or warrant of attachment entered or filed against Pledgor or any
of the Pledged Collateral as a result of the failure to make such payment.

          SECTION 6.  FURTHER ASSURANCES; PLEDGE AMENDMENTS.
                      ------------------------------------- 

          (a)  Pledgor agrees that from time to time, at the expense of Pledgor,
Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that Secured
Party may request, in order to perfect and protect any security interest granted
or purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.  Without limiting the generality of the foregoing, Pledgor will:
(i) execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as Secured Party may request, in order to perfect and preserve the
security interests granted or purported to be granted hereby and (ii) at Secured
Party's request, appear in and defend any action or proceeding that may affect
Pledgor's title to or Secured Party's security interest in all or any part of
the Pledged Collateral.

          (b)  Pledgor further agrees that it will, upon obtaining any
additional shares of stock or other securities required to be pledged hereunder
as provided in Section 5(b) or (c), promptly (and in any event within five
Business Days) deliver to Secured Party a Pledge Amendment, duly executed by
Pledgor, in substantially the form of Schedule II annexed hereto (a "PLEDGE
                                      -----------
AMENDMENT"), in respect of the additional Pledged Shares or Pledged Debt to be
pledged pursuant to this Agreement. Pledgor hereby authorizes Secured Party to
attach each Pledge Amendment to this Agreement and agrees that all Pledged
Shares or Pledged Debt listed on any Pledge Amendment delivered to Secured Party
shall for all purposes hereunder be considered Pledged Collateral; provided that
                                                                   --------
the failure of Pledgor to execute a Pledge Amendment with respect to any
additional Pledged Shares or Pledged Debt pledged pursuant to this Agreement
shall not impair the security interest of Secured Party therein or otherwise
adversely affect the rights and remedies of Secured Party hereunder with respect
thereto.

          SECTION 7.  VOTING RIGHTS; DIVIDENDS; ETC.
                      ------------------------------

          (a) So long as no Event of Default shall have occurred and be
continuing:

          (i)  Pledgor shall be entitled to exercise any and all voting and
    other consensual rights pertaining to the Pledged Collateral or any part
    thereof for any purpose not inconsistent with the terms of this Agreement or
    the Credit Agreement; provided, however, that Pledgor shall not exercise or
                          --------  -------                                    
    refrain from exercising any 

                                       6.

    such right if Secured Party shall have notified Pledgor that, in Secured
    Party's judgment, such action would have a material adverse effect on the
    value of the Pledged Collateral or any part thereof; and provided, further,
                                                             --------  -------
    that Pledgor shall give Secured Party at least five Business Days' prior
    written notice of the manner in which it intends to exercise, or the reasons
    for refraining from exercising, any such right. It is understood, however,
    that neither (A) the voting by Pledgor of any Pledged Shares for or
    Pledgor's consent to the election of directors at a regularly scheduled
    annual or other meeting of stockholders or with respect to incidental
    matters at any such meeting nor (B) Pledgor's consent to or approval of any
    action otherwise permitted under this Agreement and the Credit Agreement
    shall be deemed inconsistent with the terms of this Agreement or the Credit
    Agreement within the meaning of this Section 7(a)(i), and no notice of any
    such voting or consent need be given to Secured Party;

          (ii)  Pledgor shall be entitled to receive and retain, and to utilize
    free and clear of the lien of this Agreement, any and all dividends and
    interest paid in respect of the Pledged Collateral; provided, however, that
                                                        --------  -------      
    any and all

               (A)  dividends and interest paid or payable other than in cash in
          respect of, and instruments and other property received, receivable or
          otherwise distributed in respect of, or in exchange for, any Pledged
          Collateral,

               (B)  dividends and other distributions paid or payable in cash in
          respect of any Pledged Collateral in connection with a partial or
          total liquidation or dissolution or in connection with a reduction of
          capital, capital surplus or paid-in-surplus, and

               (C)  cash paid, payable or otherwise distributed in respect of
          principal or in redemption of or in exchange for any Pledged
          Collateral,

    shall be, and shall forthwith be delivered to Secured Party to hold as,
    Pledged Collateral and shall, if received by Pledgor, be received in trust
    for the benefit of Secured Party, be segregated from the other property or
    funds of Pledgor and be forthwith delivered to Secured Party as Pledged
    Collateral in the same form as so received (with all necessary
    endorsements); and

          (iii)  Secured Party shall promptly execute and deliver (or cause to
    be executed and delivered) to Pledgor all such proxies, dividend payment
    orders and other instruments as Pledgor may from time to time reasonably
    request for the purpose of enabling Pledgor to exercise the voting and other
    consensual rights which it is entitled to exercise pursuant to paragraph (i)
    above and to receive the dividends, principal or interest payments which it
    is authorized to receive and retain pursuant to paragraph (ii) above.

                                       7.

          (b)  Upon the occurrence and during the continuation of an Event of
Default:

          (i)    upon written notice from Secured Party to Pledgor, all rights
    of Pledgor to exercise the voting and other consensual rights which it would
    otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease,
    and all such rights shall thereupon become vested in Secured Party who shall
    thereupon have the sole right to exercise such voting and other consensual
    rights;

          (ii)    all rights of Pledgor to receive the dividends and interest
    payments which it would otherwise be authorized to receive and retain
    pursuant to Section 7(a)(ii) shall cease, and all such rights shall
    thereupon become vested in Secured Party who shall thereupon have the sole
    right to receive and hold as Pledged Collateral such dividends and interest
    payments; and

          (iii)  all dividends, principal and interest payments which are
    received by Pledgor contrary to the provisions of paragraph (ii) of this
    Section 7(b) shall be received in trust for the benefit of Secured Party,
    shall be segregated from other funds of Pledgor and shall forthwith be paid
    over to Secured Party as Pledged Collateral in the same form as so received
    (with any necessary endorsements).

          (c)  In order to permit Secured Party to exercise the voting and other
consensual rights which it may be entitled to exercise pursuant to Section
7(b)(i) and to receive all dividends and other distributions which it may be
entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor
shall promptly execute and deliver (or cause to be executed and delivered) to
Secured Party all such proxies, dividend payment orders and other instruments as
Secured Party may from time to time reasonably request and (ii) without limiting
the effect of the immediately preceding clause (i), Pledgor hereby grants to
Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise
all other rights, powers, privileges and remedies to which a holder of the
Pledged Shares would be entitled (including, without limitation, giving or
withholding written consents of shareholders, calling special meetings of
shareholders and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of
any Pledged Shares on the record books of the issuer thereof) by any other
Person (including the issuer of the Pledged Shares or any officer or agent
thereof), upon the occurrence of an Event of Default and which proxy shall only
terminate upon the indefeasible payment in full of the Secured Obligations.

          SECTION 8.  SECURED PARTY APPOINTED ATTORNEY-IN-FACT.  Pledgor hereby
                      ----------------------------------------                 
irrevocably appoints Secured Party as Pledgor's attorney-in-fact, with full
authority in the place and stead of Pledgor and in the name of Pledgor, Secured
Party or otherwise, from time to time in Secured Party's discretion to take any
action and to execute any 

                                       8.

instrument that Secured Party may deem necessary or advisable to accomplish the
purposes of this Agreement, including without limitation:

          (a)  to file one or more financing or continuation statements, or
amendments thereto, relative to all or any part of the Pledged Collateral
without the signature of Pledgor;

          (b)  to ask, demand, collect, sue for, recover, compound, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Pledged Collateral;

          (c)  to receive, endorse and collect any instruments made payable to
Pledgor representing any dividend, principal or interest payment or other
distribution in respect of the Pledged Collateral or any part thereof and to
give full discharge for the same; and

          (d)  to file any claims or take any action or institute any
proceedings that Secured Party may deem necessary or desirable for the
collection of any of the Pledged Collateral or otherwise to enforce the rights
of Secured Party with respect to any of the Pledged Collateral.

          SECTION 9.  SECURED PARTY MAY PERFORM.  If Pledgor fails to perform
                      -------------------------                              
any agreement contained herein, Secured Party may itself perform, or cause
performance of, such agreement, and the expenses of Secured Party incurred in
connection therewith shall be payable by Pledgor under Section 14(b).

          SECTION 10.  STANDARD OF CARE.  The powers conferred on Secured Party
                       ----------------                                        
hereunder are solely to protect its interest in the Pledged Collateral and shall
not impose any duty upon it to exercise any such powers.  Except for the
exercise of reasonable care in the custody of any Pledged Collateral in its
possession and the accounting for moneys actually received by it hereunder,
Secured Party shall have no duty as to any Pledged Collateral, it being
understood that Secured Party shall have no responsibility for (a) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relating to any Pledged Collateral, whether or not
Secured Party has or is deemed to have knowledge of such matters, (b) taking any
necessary steps (other than steps taken in accordance with the standard of care
set forth above to maintain possession of the Pledged Collateral) to preserve
rights against any parties with respect to any Pledged Collateral, (c) taking
any necessary steps to collect or realize upon the Secured Obligations or any
guarantee therefor, or any part thereof, or any of the Pledged Collateral, or
(d) initiating any action to protect the Pledged Collateral against the
possibility of a decline in market value. Secured Party shall be deemed to have
exercised reasonable care in the custody and preservation of Pledged Collateral
in its possession if

                                       9.

such Pledged Collateral is accorded treatment substantially equal to that which
Secured Party accords its own property consisting of negotiable securities.

          SECTION 11.  REMEDIES.
                       --------- 

          (a)  If any Event of Default shall have occurred and be continuing,
Secured Party may exercise in respect of the Pledged Collateral, in addition to
all other rights and remedies provided for herein or otherwise available to it,
all the rights and remedies of a secured party on default under the Uniform
Commercial Code as in effect in any relevant jurisdiction (the "CODE") (whether
or not the Code applies to the affected Pledged Collateral), and Secured Party
may also in its sole discretion, without notice except as specified below, sell
the Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange or broker's board or at any of Secured Party's
offices or elsewhere, for cash, on credit or for future delivery, at such time
or times and at such price or prices and upon such other terms as Secured Party
may deem commercially reasonable, irrespective of the impact of any such sales
on the market price of the Pledged Collateral.  Secured Party or any Lender may,
to the extent permitted by law, be the purchaser of any or all of the Pledged
Collateral at any such sale and Secured Party, as agent for and representative
of Lenders (but not any Lender or Lenders in its or their respective individual
capacities unless Requisite Lenders shall otherwise agree in writing), shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Pledged Collateral sold at any such
public sale, to use and apply any of the Secured Obligations as a credit on
account of the purchase price for any Pledged Collateral payable by Secured
Party at such sale.  Each purchaser at any such sale shall hold the property
sold absolutely free from any claim or right on the part of Pledgor, and Pledgor
hereby waives (to the extent permitted by applicable law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
Pledgor agrees that, to the extent notice of sale shall be required by law, at
least ten days' notice to Pledgor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable
notification.  Secured Party shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given.  Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.  Pledgor hereby waives any
claims against Secured Party arising by reason of the fact that the price at
which any Pledged Collateral may have been sold at such a private sale was less
than the price which might have been obtained at a public sale, even if Secured
Party accepts the first offer received and does not offer such Pledged
Collateral to more than one offeree.  If the proceeds of any sale or other
disposition of the Pledged Collateral conducted in accordance with applicable
law are insufficient to pay all the Secured Obligations, Pledgor shall be liable
for the deficiency and the fees of any attorneys employed by Secured Party to
collect such deficiency.

                                       10.

          (b)  Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws, Secured
Party may be compelled, with respect to any sale of all or any part of the
Pledged Collateral conducted without prior registration or qualification of such
Pledged Collateral under the Securities Act and/or such state securities laws,
to limit purchasers to those who will agree, among other things, to acquire the
Pledged Collateral for their own account, for investment and not with a view to
the distribution or resale thereof.  Pledgor acknowledges that any such private
sales may be at prices and on terms less favorable than those obtainable through
a public sale without such restrictions (including, without limitation, a public
offering made pursuant to a registration statement under the Securities Act)
and, notwithstanding such circumstances, Pledgor agrees that any such private
sale shall not be deemed to have not been made in a commercially reasonable
manner solely by reason of such sale being conducted in a private manner and
that Secured Party shall have no obligation to engage in public sales and no
obligation to delay the sale of any Pledged Collateral for the period of time
necessary to permit the issuer thereof to register it for a form of public sale
requiring registration under the Securities Act or under applicable state
securities laws, even if such issuer would, or should, agree to so register it.

          (c)  If Secured Party determines to exercise its right to sell any or
all of the Pledged Collateral, upon written request, Pledgor shall and shall
cause each issuer of any Pledged Shares to be sold hereunder from time to time
to furnish to Secured Party all such information as Secured Party may request in
order to determine the number of shares and other instruments included in the
Pledged Collateral which may be sold by Secured Party in exempt transactions
under the Securities Act and the rules and regulations of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

          SECTION 12.  APPLICATION OF PROCEEDS.  Except as expressly provided
                       -----------------------                               
elsewhere in this Agreement, all proceeds received by Secured Party in respect
of any sale of, collection from, or other realization upon all or any part of
the Pledged Collateral may, in the discretion of Secured Party, be held by
Secured Party as Pledged Collateral for, and/or then, or at any time thereafter,
applied in full or in part by Secured Party against, the Secured Obligations in
the following order of priority:

          FIRST:  To the payment of all costs and expenses of such sale,
    collection or other realization, including reasonable compensation to
    Secured Party and its agents and counsel, and all other expenses,
    liabilities and advances made or incurred by Secured Party in connection
    therewith, and all amounts for which Secured Party is entitled to
    indemnification hereunder and all advances made by Secured Party hereunder
    for the account of Pledgor, and to the payment of all costs and expenses
    paid or incurred by Secured Party in connection with the exercise of any
    right or remedy hereunder, all in accordance with Section 13;

                                       11.

          SECOND:  To the payment of all other Secured Obligations (for the
    ratable benefit of the holders thereof); and

          THIRD:  To the payment to or upon the order of Pledgor, or to
    whosoever may be lawfully entitled to receive the same or as a court of
    competent jurisdiction may direct, of any surplus then remaining from such
    proceeds.

          SECTION 13.  INDEMNITY AND EXPENSES.
                       ----------------------- 

          (a)  Pledgor agrees to indemnify Secured Party and each Lender from
and against any and all claims, losses and liabilities in any way relating to,
growing out of or resulting from this Agreement and the transactions
contemplated hereby (including, without limitation, enforcement of this
Agreement), except to the extent such claims, losses or liabilities result
solely from Secured Party's or such Lender's gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction.

          (b)  Pledgor shall pay to Secured Party upon demand the amount of any
and all costs and expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that Secured Party may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Pledged Collateral, (iii) the exercise or enforcement of any of the
rights of Secured Party hereunder, or (iv) the failure by Pledgor to perform or
observe any of the provisions hereof.

          SECTION 14.  SURETYSHIP WAIVERS BY PLEDGOR, ETC.
                       -----------------------------------

          (a)  Pledgor agrees that its obligations hereunder are irrevocable,
absolute, independent and unconditional and shall not be affected by any
circumstance which constitutes a legal or equitable discharge of a guarantor or
surety other than indefeasible payment in full of the Underlying Debt.  In
furtherance of the foregoing and without limiting the generality thereof,
Pledgor agrees as follows:  (i) Secured Party or any Lender may from time to
time, without notice or demand and without affecting the validity or
enforceability of this Agreement or giving rise to any limitation, impairment or
discharge of Pledgor's liability hereunder, (A) renew, extend, accelerate or
otherwise change the time, place, manner or terms of payment of the Underlying
Debt, (B) settle, compromise, release or discharge, or accept or refuse any
offer of performance with respect to, or substitutions for, the Underlying Debt
or any agreement relating thereto and/or subordinate the payment of the same to
the payment of any other obligations, (C) request and accept guaranties of the
Underlying Debt and take and hold other security for the payment of the
Underlying Debt, (D) release, exchange, compromise, subordinate or modify, with
or without consideration, any other security for payment of the Underlying Debt,
any guaranties of the Underlying Debt, or any other obligation of any Person
with respect to the Underlying Debt, (E) enforce and apply any other security
now or hereafter

                                       12.

held by or for the benefit of Secured Party or any Lender in respect of the
Underlying Debt and direct the order or manner of sale thereof, or exercise any
other right or remedy that Secured Party or Lenders, or any of them, may have
against any such security, as Secured Party in its discretion may determine
consistent with the Credit Agreement and any applicable security agreement,
including foreclosure on any such security pursuant to one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, and even though such action operates to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of Pledgor
against any security for the Underlying Debt (and Pledgor expressly acknowledges
that such exercise of a right or remedy that impairs or extinguishes Pledgor's
right of reimbursement or subrogation would create a possible defense by Pledgor
against any liability hereunder, but Pledgor expressly and knowingly waives any
such defense), and (F) exercise any other rights available to Secured Party or
Lenders, or any of them, under the Loan Documents, at law or in equity; and (ii)
this Agreement and the obligations of Pledgor hereunder shall be valid and
enforceable and shall not be subject to any limitation, impairment or discharge
for any reason (other than indefeasible payment in full of the Underlying Debt),
including without limitation the occurrence of any of the following, whether or
not Pledgor shall have had notice or knowledge of any of them: (A) any failure
to assert or enforce or agreement not to assert or enforce, or the stay or
enjoining, by order of court, by operation of law or otherwise, of the exercise
or enforcement of, any claim or demand or any right, power or remedy with
respect to the Underlying Debt or any agreement relating thereto, or with
respect to any guaranty of or other security for the payment of the Underlying
Debt, (B) any waiver, amendment or modification of, or any consent to departure
from, any of the terms or provisions (including without limitation provisions
relating to events of default) of the Credit Agreement, any of the other Loan
Documents or any agreement or instrument executed pursuant thereto, or of any
guaranty or other security for the Underlying Debt, (C) the Underlying Debt, or
any agreement relating thereto, at any time being found to be illegal, invalid
or unenforceable in any respect, (D) the application of payments received from
any source to the payment of indebtedness other than the Underlying Debt, even
though Secured Party or Lenders, or any of them, might have elected to apply
such payment to any part or all of the Underlying Debt, (E) any failure to
perfect or continue perfection of a security interest in any other collateral
which secures any of the Underlying Debt, (F) any defenses, set-offs or
counterclaims which Pledgor may allege or assert against Secured Party or any
Lender in respect of the Underlying Debt, including but not limited to failure
of consideration, breach of warranty, payment, statute of frauds, statute of
limitations, accord and satisfaction and usury, and (G) any other act or thing
or omission, or delay to do any other act or thing, which may or might in any
manner or to any extent vary the risk of Pledgor as an obligor in respect of the
Underlying Debt.

          (b)  Pledgor hereby waives, for the benefit of Lenders and Secured
Party:  (i) any right to require Secured Party or Lenders, as a condition of
payment or performance by Pledgor, to (A) proceed against any guarantor of the
Underlying Debt or 

any other Person, (B) proceed against or exhaust any other security held from
any guarantor of the Underlying Debt or any other Person, (C) proceed against or
have resort to any balance of any deposit account or credit on the books of
Secured Party or any Lender in favor of any other Person, or (D) pursue any
other remedy in the power of Secured Party or any Lender whatsoever; (ii) any
defense arising by reason of the incapacity, lack of authority or any disability
or other defense of Pledgor including, without limitation, any defense based on
or arising out of the lack of validity or the unenforceability of the Underlying
Debt or any agreement or instrument relating thereto or by reason of the
cessation of the liability of Pledgor from any cause other than indefeasible
payment in full of the Underlying Debt; (iii) any defense based upon any statute
or rule of law which provides that the obligation of a surety must be neither
larger in amount nor in other respects more burdensome than that of the
principal; (iv) any defense based upon Secured Party's or any Lender's errors or
omissions in the administration of the Underlying Debt, except behavior which
amounts to bad faith or gross negligence; (v) (A) any principles or provisions
of law, statutory or otherwise, which are or might be in conflict with the terms
of this Agreement and any legal or equitable discharge of Pledgor's obligations
hereunder, (B) the benefit of any statute of limitations affecting Pledgor's
liability hereunder or the enforcement hereof, (C) any rights to set-offs,
recoupments and counterclaims, and (D) promptness, diligence and any requirement
that Secured Party or any Lender protect, secure, perfect or insure any other
security interest or lien or any property subject thereto; (vi) notices,
demands, presentments, protests, notices of protest, notices of dishonor and
notices of any action or inaction, notices of default under the Credit Agreement
or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Underlying Debt or any agreement related
thereto, notices of any extension of credit to Pledgor and notices of any of the
matters referred to in the preceding paragraph and any right to consent to any
thereof; and (vii) to the fullest extent permitted by law, any defenses or
benefits that may be derived from or afforded by law which limit the liability
of or exonerate guarantors or sureties, or which may conflict with the terms of
this Agreement.

          (c)  Lenders and Secured Party shall have no obligation to disclose or
discuss with Pledgor their assessment, or Pledgor's assessment, of the financial
condition of Pledgor.

          SECTION 15.  CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.  This
                       -----------------------------------------------       
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (a) remain in full force and effect until the indefeasible payment in
full of all Secured Obligations (other than indemnities and reimbursement
obligations not then due and payable), the cancellation or termination of the
Commitments and the cancellation or expiration of all outstanding Letters of
Credit, (b) be binding upon Pledgor, its successors and assigns, and (c) inure,
together with the rights and remedies of Secured Party hereunder, to the benefit
of Secured Party and its successors, transferees and assigns. Without limiting
the generality of the foregoing clause (c), but subject to the provisions of

                                       14.

subsection 10.1 of the Credit Agreement, any Lender may assign or otherwise
transfer any Loans held by it to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to
Lenders herein or otherwise. Upon the indefeasible payment in full of all
Secured Obligations (other than indemnities and reimbursement obligations not
then due and payable), the cancellation or termination of the Commitments and
the cancellation or expiration of all outstanding Letters of Credit, the
security interest granted hereby shall terminate and all rights to the Pledged
Collateral shall revert to Pledgor. Upon any such termination Secured Party
will, at Pledgor's expense, execute and deliver to Pledgor such documents as
Pledgor shall reasonably request to evidence such termination and Pledgor shall
be entitled to the return, upon its request and at its expense, against receipt
and without recourse to Secured Party, of such of the Pledged Collateral as
shall not have been sold or otherwise applied pursuant to the terms hereof.

          SECTION 16.  SECURED PARTY AS AGENT.
                       ---------------------- 

          (a)  Secured Party has been appointed to act as Secured Party
hereunder by Lenders. Secured Party shall be obligated, and shall have the right
hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including,
without limitation, the release or substitution of Pledged Collateral), solely
in accordance with this Agreement and the Credit Agreement.

          (b)  Secured Party shall at all times be the same Person that is Agent
under the Credit Agreement.  Written notice of resignation by Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute notice of
resignation as Secured Party under this Agreement; removal of Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute removal as Secured
Party under this Agreement; and appointment of a successor Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute appointment of a
successor Secured Party under this Agreement.  Upon the acceptance of any
appointment as Agent under subsection 9.5 of the Credit Agreement by a successor
Agent, that successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed Secured
Party under this Agreement, and the retiring or removed Secured Party under this
Agreement shall promptly (i) transfer to such successor Secured Party all sums,
securities and other items of Collateral held hereunder, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Secured Party under this Agreement,
and (ii) execute and deliver to such successor Secured Party such amendments to
financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Secured Party of
the security interests created hereunder, whereupon such retiring or removed
Secured Party shall be discharged from its duties and obligations under this
Agreement. After any retiring or removed Agent's resignation or removal
hereunder as Secured Party, the

                                       15.

provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it under this Agreement while it was Secured Party
hereunder.

          SECTION 17.  AMENDMENTS; ETC.  No amendment or waiver of any provision
                       ---------------                                          
of this Agreement, or consent to any departure by Pledgor herefrom, shall in any
event be effective unless the same shall be in writing and signed by Secured
Party, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.

          SECTION 18.  NOTICES.  Any notice or other communication herein
                       -------                                           
required or permitted to be given shall be in writing and may be personally
served, telexed or sent by telefacsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of telefacsimile or telex, or three Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed.  For the purposes hereof, the address of each party hereto shall be
as set forth under such party's name on the signature pages hereof or, as to
either party, such other address as shall be designated by such party in a
written notice delivered to the other party hereto.

          SECTION 19.  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
                       -----------------------------------------------------  
No failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or privilege.
All rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

          SECTION 20.  SEVERABILITY.  In case any provision in or obligation
                       ------------                                         
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

          SECTION 21.  HEADINGS.  Section and subsection headings in this
                       --------                                          
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.

          SECTION 22.  GOVERNING LAW; TERMS.  THIS AGREEMENT SHALL BE GOVERNED
                       --------------------                                   
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO
THE EXTENT THAT THE CODE PROVIDES THAT THE VALIDITY OR 

                                       16.

PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein or in the
Credit Agreement, terms used in Articles 8 and 9 of the Uniform Commercial Code
in the State of New York are used herein as therein defined.

          SECTION 23.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL
                       ----------------------------------------------      
JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT
PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.  Pledgor hereby
agrees that service of all process in any such proceeding in any such court may
be made by registered or certified mail, return receipt requested, to Pledgor at
its address provided in Section 18, such service being hereby acknowledged by
Pledgor to be sufficient for personal jurisdiction in any action against Pledgor
in any such court and to be otherwise effective and binding service in every
respect.  Nothing herein shall affect the right to serve process in any other
manner permitted by law or shall limit the right of Secured Party to bring
proceedings against Pledgor in the courts of any other jurisdiction.

          SECTION 24.  WAIVER OF JURY TRIAL.  PLEDGOR AND SECURED PARTY HEREBY
                       --------------------                                   
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.  The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any
court and that relate to the subject matter of this transaction, including
without limitation contract claims, tort claims, breach of duty claims, and all
other common law and statutory claims.  Pledgor and Secured Party each
acknowledge that this waiver is a material inducement for Pledgor and Secured
Party to enter into a business relationship, that Pledgor and Secured Party have
already relied on this waiver in entering into this Agreement and that each will
continue to rely on this waiver in their related future dealings.  Pledgor and
Secured Party further warrant and represent that each has reviewed this waiver
with its legal counsel, and that each knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS

                                       17.

OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement
may be filed as a written consent to a trial by the court.

          SECTION 25.  COUNTERPARTS.  This Agreement may be executed in one or
                       ------------                                           
more counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

                 [Remainder of page intentionally left blank]

          IN WITNESS WHEREOF, Pledgor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                       KOLL MANAGEMENT SERVICES, INC.

                                       By: __________________________
                                        Title:

                                       Notice Address:
                                              4343 Von Karman Avenue
                                              Newport Beach, California 92660
                                              Attn:  President

                                       BANKERS TRUST COMPANY

                                       By: __________________________
                                        Title:

                                       Notice Address:
                                              Bankers Trust Company
                                              1 BT Plaza
                                              130 Liberty Street, 23rd Floor
                                              New York, New York  10006
                                              Attn:  Mary Jo Jolly

                                       With a copy to:
                                              Bankers Trust Company
                                              300 South Grand Avenue, 41st Floor
                                              Los Angeles, California  90071
                                              Attn:  Cristie Sheffield

                                     S-1.

                                  SCHEDULE I

          Attached to and forming a part of the Pledge Agreement dated as of
November 23, 1994 between Koll Management Services, Inc., as Pledgor, and
Bankers Trust Company, as Secured Party.

                                    Part A

                   Class of       Stock Certi-         Par           Number of 
Stock Issuer        Stock         ficate Nos.         Value           Shares 
- ------------       --------       ------------        -----          --------- 

                                    Part B

Debt Issuer                                           Amount of Indebtedness
- -----------                                           ----------------------

                                     I-1.

                                  SCHEDULE II

                                PLEDGE AMENDMENT

          This Pledge Amendment, dated ____________, 19__, is delivered pursuant
to Section 6(b) of the Pledge Agreement referred to below.  The undersigned
hereby agrees that this Pledge Amendment may be attached to the Pledge Agreement
dated November 23, 1994, between the undersigned and Bankers Trust Company, as
Secured Party (the "PLEDGE AGREEMENT," capitalized terms defined therein being
used herein as therein defined), and that the [Pledged Shares] [Pledged Debt]
listed on this Pledge Amendment shall be deemed to be part of the [Pledged
Shares] [Pledged Debt] and shall become part of the Pledged Collateral and shall
secure all Secured Obligations.

                                       KOLL MANAGEMENT SERVICES, INC.

                                       By: ___________________________
                                       Title:

                        Class of       Stock Certi-         Par      Number of
[Stock Issuer            Stock         ficate Nos.         Value      Shares]
 ------------           --------       ------------        -----     --------- 

[Debt Issuer                                          Amount of Indebtedness]
 -----------                                          ---------------------- 

                                     II-1. 

Basic Info X:

Name: PLEDGE AGREEMENT
Type: Pledge Agreement
Date: Aug. 19, 1996
Company: KOLL REAL ESTATE SERVICES
State: Delaware

Other info:

Date:

  • November 23 , 1994

Organization:

  • Description of Pledged Collateral
  • Ownership of Pledged Collateral
  • Board of Governors of the Federal Reserve System
  • Securities and Exchange Commission
  • Secured Party as Pledged Collateral
  • Secured Party or Lenders
  • Letters of Credit
  • Pledgor and Secured Party
  • Von Karman Avenue Newport Beach
  • Koll Management Services , Inc.
  • Class of Stock Certi- Par Number of Stock Issuer Stock ficate Nos
  • Bankers Trust Company
  • Par Number of [ Stock Issuer Stock ficate Nos

Location:

  • Delaware
  • United States
  • New York
  • South Grand Avenue
  • Los Angeles
  • California
  • Pledgor

Money:

  • $ 500,000

Person:

  • A. Pledgor
  • Mary Jo Jolly
  • Cristie Sheffield