EXHIBIT 12

                  FS Equity Partners III, L.P.
             FS Equity Partners International, L.P.
            11100 Santa Monica Boulevard, Suite 1900
                 Los Angeles, California  90025
                         (310) 444-1822

                                   February 23, 2001

RCBA Strategic Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, California  94133
Attention:  Claus J. Moller

Dear Sirs or Madams:

          Reference is made to (i) the letter (the "Guarantee
Letter") dated the date hereof from RCBA Strategic Partners,
L.P. ("BLUM") to CB Richard Ellis Services, Inc., a Delaware
corporation (the "Company"), and (ii) the Agreement and Plan
of Merger (the "Agreement") dated as of the date hereof by and
among the Company, BLUM CB Holding Corp., a Delaware corporation
("Holding"), and BLUM CB Corp., a Delaware corporation wholly
owned by Holding ("Acquiror").  Capitalized terms in this letter
shall have the meaning ascribed thereto in the Letter.

          In the event that (a) BLUM shall become obligated to
make a payment to the Company as a result of any Obligation
pursuant to the Letter and (b) the action that constituted the
willful breach of the terms of the Agreement by Acquiror or
Holding that resulted in such Obligation was mutually agreed to
by BLUM, on the one hand, and the undersigned, on the other hand,
prior to such action being taken, then FS Equity Partners III,
L.P. ("FSEP III") agrees to contribute to BLUM 34.687836% of such
payment and FS Equity Partners International, L.P. ("FSEP
International") agrees to contribute to BLUM 1.312164% of such
payment; provided that the maximum amount contributed by FSEP III
pursuant to this letter shall be $3,468,783.60 and the maximum
amount contributed by FSEP International pursuant to this letter
shall be $131,216.40.

          Neither this letter nor any of the rights or
obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties.
Subject to the preceding sentence, this letter will be binding
upon, inure to the benefit of and be enforceable only by the
parties hereto and their respective permitted assigns.  Any
attempted assignment in violation of the terms of this paragraph
shall be null and void.  This letter shall be governed by and
construed in accordance with the law of the State of New York
applicable to contracts and executed and to be performed entirely
within such State.

                    Sincerely,

                    FS EQUITY PARTNERS III, L.P.

                    By:  FS Capital Partners, L.P., its general
                         partner

                         By:  FS Holdings, Inc., its general
                              partner


                         By:
                             -----------------------------
                             Name:
                             Title:

                    FS EQUITY PARTNERS INTERNATIONAL, L.P.

                    By:  FS&Co. International, L.P., its general
                         partner

                         By:  FS International Holdings
                              Limited, its general partner


                         By:
                             -----------------------------------
                             Name:
                             Title:

Agreed to and accepted as of the
date first set forth above:

RCBA STRATEGIC PARTNERS, L.P.

By: RCBA GP, L.L.C., its general partner


By:
    ------------------------------------
    Name:
    Title: