0000912057-97-014408 Sample Contracts

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 29th, 1997 • Koll Real Estate Group Inc • Land subdividers & developers (no cemeteries)
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FORM OF
Koll Real Estate Group Inc • April 29th, 1997 • Land subdividers & developers (no cemeteries) • Delaware
WITNESSETH:
Employment Agreement • April 29th, 1997 • Koll Real Estate Group Inc • Land subdividers & developers (no cemeteries) • California
CONSENT AND LETTER OF TRANSMITTAL TO TENDER AND TO GIVE CONSENT TO PROPOSED AMENDMENTS TO THE INDENTURE IN RESPECT OF 12% SUBORDINATED PAY-IN-KIND DEBENTURES DUE MARCH 15, 2002 (THE "SUBORDINATED DEBENTURES") OF KOLL REAL ESTATE GROUP, INC. (FORMERLY,...
Koll Real Estate Group Inc • April 29th, 1997 • Land subdividers & developers (no cemeteries)

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The accompanying instructions should be read carefully before this Consent and Letter of Transmittal is completed. Capitalized terms used in this Consent and Letter of Transmittal not otherwise defined herein shall have the meanings provided in the Proxy Statement/Prospectus and Disclosure Statement dated April , 1997 (the "Prospectus") of Koll Real Estate Group, Inc., a Delaware corporation (the "Company"). List below the Subordinated Debentures that are to be tendered pursuant to this Consent and Letter of Transmittal. If the space below is inadequate, list the information requested below on a separate signed schedule and affix the list to this Consent and Letter of Transmittal.

AMENDMENT NO. 1 TO LICENSE AGREEMENT
License Agreement • April 29th, 1997 • Koll Real Estate Group Inc • Land subdividers & developers (no cemeteries)
WITNESSETH:
Employment Agreement • April 29th, 1997 • Koll Real Estate Group Inc • Land subdividers & developers (no cemeteries) • California
CONSENT AND LETTER OF TRANSMITTAL TO TENDER AND TO GIVE CONSENT TO PROPOSED AMENDMENTS TO THE INDENTURE IN RESPECT OF 12% SENIOR SUBORDINATED PAY-IN-KIND DEBENTURES DUE MARCH 15, 2002 (THE "SENIOR DEBENTURES") OF KOLL REAL ESTATE GROUP, INC....
Koll Real Estate Group Inc • April 29th, 1997 • Land subdividers & developers (no cemeteries)

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The accompanying instructions should be read carefully before this Consent and Letter of Transmittal is completed. Capitalized terms used in this Consent and Letter of Transmittal not otherwise defined herein shall have the meanings provided in the Proxy Statement/Prospectus and Disclosure Statement dated April , 1997 (the "Prospectus") of Koll Real Estate Group, Inc., a Delaware corporation (the "Company"). List below the Senior Debentures that are to be tendered pursuant to this Consent and Letter of Transmittal. If the space below is inadequate, list the information requested below on a separate signed schedule and affix the list to this Consent and Letter of Transmittal.

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