<PAGE>
                                                                  EXHIBIT 10.148

                                 Promissory Note

Date August 14, 2002                        [ ] New  [X] Modification/ Extension
     ---------------

Amount $15,000,000.00                             Maturity Date January 15, 2003
       --------------


Bank:                                             Borrower:

Bank of America, N.A.                             Crescent Operating, Inc.
MO2-100-16-75                                     777 Taylor Street, Suite 1050
100 North Broadway, Suite 1675                    Fort Worth, TX 76102
St. Louis, MO 63102


FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of Fifteen Million and No/ 100 Dollars ($15,000,000.00), in
immediately available funds, together with interest computed daily on the
outstanding principal balance hereunder, at an annual interest rate, and in
accordance with the payment schedule, indicated below.

[This Note contains some provisions preceded by boxes. If a box is marked, the
provision applies to this transaction; if it is not marked, the provision does
not apply to this transaction.]

1. Rate.

     The Rate shall be the rate of interest publicly announced from time to time
by the Bank as its Prime Rate (the "Index"), plus zero percent (0.00%) per
annum. The Prime Rate is set by the Bank based on various factors, including the
Bank's costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans. The Bank may price
loans to its customers at, above, or below the Prime Rate. Any change in the
Prime Rate shall take effect at the opening of business on the day specified in
the public announcement of a change in the Bank's Prime Rate. The Index is not
necessarily the lowest rate charged by Bank on its loans and is set by Bank in
its sole discretion. If the Index becomes unavailable during the term of this
loan, Bank may designate a substitute index after notifying Borrower. Bank will
tell Borrower the current Index rate upon Borrower's request. Interest will
accrue on any non-business day at the rate in effect on the immediately
preceding business day.

Notwithstanding any provision of this Note, Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the maximum permitted by applicable law. Borrower agrees that during
the full term hereof, the maximum lawful interest rate for this Note as
determined under Texas law shall be the indicated rate ceiling as specified in
Article 5069-1.04 of VATS. Further, to the extent that any other lawful rate
ceiling exceeds the rate ceiling so determined then the higher rate ceiling
shall apply. Any payment in excess of such maximum shall be refunded to Borrower
or credited against principal, at the option of Bank.

2. Accrual Method. Unless otherwise indicated, interest at the Rate set forth
above will be calculated by the 365/360 day method (a daily amount of interest
is computed for a hypothetical year of 360 days; that amount is multiplied by
the actual number of days for which any principal is outstanding hereunder).

3. Rate Change Date. Any Rate based on a fluctuating index or base rate will
change, unless otherwise provided, each time and as of the date that the index
or base rate changes. In the event any index is discontinued, Bank shall
substitute an index determined by Bank to be comparable, in its sole discretion.

4. Payment Schedule. Except as may otherwise be agreed between the parties in
writing, all payments received hereunder shall be applied first to the payment
of any expense or charges payable hereunder or under any other loan documents
executed in connection with this Note, then to interest due and payable, with
the balance applied to principal, or in such other order as Bank shall determine
at its option.

     Single Payment. Principal and interest shall be due and payable in full in
a single payment on January 15, 2003, the stated maturity of this Note.

5. Credit Agreement. THIS NOTE EVIDENCES A MODIFICATION AND EXTENSION OF THAT
CERTAIN PROMISSORY NOTE DATED DECEMBER 31, 2001 IN THE FACE PRINCIPAL AMOUNT OF
$15,000,000.00 EXECUTED BY BORROWER AND PAYABLE TO THE ORDER OF BANK, AND IS THE
"EXTENSION NOTE" REFERRED TO IN THE SIXTH AMENDMENT TO CREDIT AGREEMENT DATED
EFFECTIVE AS OF THE DATE HEREOF AND REFERRED TO BELOW. REFERENCE IS MADE TO THAT
CERTAIN CREDIT AGREEMENT DATED AS OF AUGUST 27, 1997, BY, AMONG OTHERS, BORROWER
AND BANK, AS AMENDED BY FIRST AMENDMENT THERETO DATED EFFECTIVE AUGUST 27, 1998,
SECOND AMENDMENT THERETO DATED EFFECTIVE AS OF AUGUST 27, 1999, THIRD AMENDMENT
THERETO DATED EFFECTIVE AS OF AUGUST 27, 2001, FOURTH AMENDMENT THERETO DATED
EFFECTIVE AS OF NOVEMBER 27, 2001, FIFTH AMENDMENT THERETO DATED EFFECTIVE AS OF
DECEMBER 31, 2001 AND SIXTH AMENDMENT THERETO DATED EFFECTIVE AS OF THE DATE
HEREOF (AS SO AMENDED, THE "LOAN AGREEMENT"). REFERENCE IS SPECIFICALLY MADE TO
SUCH LOAN AGREEMENT FOR A STATEMENT OF, AMONG OTHER THINGS, CERTAIN DEFINED
TERMS, THE EVENTS UPON WHICH THE MATURITY OF THIS NOTE MAY BE ACCELERATED,
COLLATERAL SECURING PAYMENT OF THIS NOTE AND ADDITIONAL RIGHTS AND REMEDIES IN
FAVOR OF BANK, ALL OF WHICH SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ONE
ANOTHER. BORROWER ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISIONS
OF THE LOAN AGREEMENT, THIS NOTE OR ANY OF THE LOAN PAPERS AS DEFINED IN THE
LOAN AGREEMENT, OR ANY OTHER DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE,
BANK HAS NO OBLIGATION TO MAKE ANY FURTHER ADVANCE OR EXTEND ADDITIONAL CREDIT
WHATSOEVER TO BORROWER, AND, FURTHER, THAT BORROWER SHALL NOT BE ENTITLED TO
REBORROW ANY AMOUNT REPAID HEREUNDER, IT BEING UNDERSTOOD AND AGREED THAT THE
LOAN EVIDENCED HEREBY IS FULLY FUNDED AND EVIDENCES A TERM LOAN AND NOT A
REVOLVING CREDIT FACILITY.




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6. Automatic Payment.

[ ] Borrower has elected to authorize Bank to effect payment of sums due under
this Note by means of debiting account number __________. This authorization
shall not affect the obligation of Borrower to pay such sums when due, without
notice, if there are insufficient funds in such account to make such payment in
full on the due date thereof, or if Bank fails to debit the account.

7. Waivers, Consents and Covenants. Borrower, any other endorser or guarantor
hereof, or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any endorsement or guaranty of this Note, or any other documents
executed in connection with this Note or any other note or other loan documents
previously, now or hereafter executed in connection with any obligation of
Borrower to Bank, including without limitation, the Loan Agreement and the Loan
Papers as defined therein (sometimes collectively referred to in this Note as
the "Loan Documents"); (b) consent to all delays, extensions, renewals or other
modifications of this Note or the Loan Documents, or waivers of any term hereof
or of the Loan Documents, or release or discharge by Bank of any of Obligors, or
release, substitution or exchange of any security for the payment hereof, or the
failure to act on the part of Bank, or any indulgence shown by Bank (without
notice to or further assent from any of Obligors), and agree that no such
action, failure to act or failure to exercise any right or remedy by Bank shall
in any way affect or impair the obligations of any Obligors or be construed as a
waiver by Bank of, or otherwise affect, any of Bank's rights under this Note,
under any endorsement or guaranty of this Note or under any of the Loan
Documents; and (c) agree to pay, on demand, all costs and expenses of collection
or defense of this Note or of any endorsement or guaranty hereof and/or the
enforcement or defense of Bank's rights with respect to, or the administration,
supervision, preservation, or protection of, or realization upon, any property
securing payment hereof, including, without limitation, reasonable attorney's
fees, including fees related to any suit, mediation or arbitration proceeding,
out of court payment agreement, trial, appeal, bankruptcy proceedings or other
proceeding, in such amount as may be determined reasonable by any arbitrator or
court, whichever is applicable.

8. Prepayments. Prepayments may be made in whole or in part at any time. All
prepayments of principal shall be applied in the inverse order of maturity, or
in such other order as Bank shall determine in its sole discretion. No
prepayment of any other loan shall be permitted without the prior written
consent of Bank. For the purposes of calculating the amounts owed only, it shall
be assumed that Bank actually funded or committed to fund the loan through the
purchase of an underlying deposit in an amount and for a term comparable to the
loan, and such determination by Bank shall be conclusive, absent a manifest
error in computation.

9. Events of Default. The following are events of default hereunder: (a) the
failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of Bank of America, whether
under this Note or any Loan Documents after the date hereof, as and when due
(whether upon demand, at maturity or by acceleration) or any other default under
any of the Loan Documents after the date hereof; (b) the failure to pay or
perform any other obligation, liability or indebtedness of any Obligor to any
other party; (c) the death of any Obligor (if an individual); (d) the
resignation or withdrawal of any partner or a material owner/guarantor of
Borrower, as determined by Bank in its sole discretion; (e) the determination by
Bank that any representation or warranty made to Bank by any Obligor in any Loan
Documents or otherwise is or was, when it was made, untrue or materially
misleading; (f) the failure of any Obligor to timely deliver such financial
statements, including tax returns, other statements of condition or other
information, as Bank shall request from time to time; (g) the entry of a
judgment against any Obligor which Bank deems to be of a material nature, in
Bank's sole discretion; (h) the seizure or forfeiture of, or the issuance of any
writ of possession, garnishment or attachment, or any turnover order for any
property of any Obligor; or (i) the failure of Borrower's business to comply
with any law or regulation controlling its operation.

10. Remedies upon Default. Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Bank (however acquired or evidenced) shall, at the option of Bank, become
immediately due and payable, and/or (b) to the extent permitted by law, the Rate
of interest on the unpaid principal shall be increased at Bank's discretion to
the "Default Rate" as defined in the Loan Agreement. The provisions herein for a
Default Rate shall not be deemed to extend the time for any payment hereunder or
to constitute a "grace period" giving Obligors a right to cure any default. At
Bank's option, any accrued and unpaid interest, fees or charges may, for
purposes of computing and accruing interest on a daily basis after the due date
of the Note or any installment thereof, be deemed to be a part of the principal
balance, and interest shall accrue on a daily compounded basis after such date
at the Default Rate provided in this Note until the entire outstanding balance
of principal and interest is paid in full. Upon a default under this Note, Bank
is hereby authorized at any time, at its option and without notice or demand, to
set off and charge against any deposit accounts of any Obligor (as well as any
money, instruments, securities, documents, chattel paper, credits, claims,
demands, income and any other property, rights and interests of any Obligor),
which at any time shall come into the possession or custody or under the control
of Bank or any of its agents, affiliates or correspondents, any and all
obligations due hereunder. Additionally, Bank shall have all rights and remedies
available under each of the Loan Documents, as well as all rights and remedies
available at law or in equity.

11. Non-Waiver. The failure at any time of Bank to exercise any of its options
or any other rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a later date. All
rights and remedies of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights under this Note. No waiver of any of its rights hereunder, and no
modification or amendment of this Note, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; each such
waiver shall apply only with respect to the specific instance involved, and
shall in no way impair the rights of Bank or the obligations of Obligors to Bank
in any other respect at any other time.

12. Applicable Law, Venue and Jurisdiction. Borrower agrees that this Note shall
be deemed to have been made in the State of Texas at Bank's address indicated at
the beginning of this Note and shall be governed by, and construed in accordance
with, the laws of the State of Texas and is performable in Fort Worth, Tarrant
County, Texas. In any litigation in connection with or to enforce this Note or
any endorsement or guaranty of this Note or any Loan Documents, Obligors, and
each of them, irrevocably consent to and confer personal jurisdiction on the
courts of the State of Texas or the United States courts located within the
State of Texas. Nothing contained herein shall, however, prevent Bank from
bringing any



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action or exercising any rights within any other state or jurisdiction or from
obtaining personal jurisdiction by any other means available under applicable
law.

13. Partial Invalidity. The unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or unenforceability of any provision of this Note or
of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

14. Binding Effect. This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors, assigns, heirs and
personal representatives, provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.

15. Controlling Document. To the extent that this Note conflicts with or is in
any way incompatible with any other Loan Documents, this Note shall control over
any other such document, and if this Note does not address an issue, then each
other such document shall control to the extent that it deals most specifically
with an issue.

16. Arbitration and Waiver of Jury Trial.

(a) This Section concerns the resolution of any controversies or claims between
any of Borrower and Bank, whether arising in contract, tort or by statute,
including but not limited to controversies or claims that arise out of or relate
to: (i) this Note, the Loan Agreement or any of the Loan Documents (including
any amendments, renewals, extensions or modifications of any of the foregoing);
or (ii) any document related to this Note, the Loan Agreement or any of the Loan
Documents; (collectively a "Claim").

(b) At the request of any of Borrower or the Bank, any Claim shall be resolved
by binding arbitration in accordance with the Federal Arbitration Act (Title 9,
U. S. Code) (the "Act"). The Act will apply even though this Note provides that
it is governed by the law of a specified state.

(c) Arbitration proceedings will be determined in accordance with the Act, the
applicable rules and procedures for the arbitration of disputes of JAMS or any
successor thereof ("JAMS"), and the terms of this Section. In the event of any
inconsistency, the terms of this paragraph shall control.

(d) The arbitration shall be administered by JAMS and conducted in any U. S.
state where real or tangible personal property collateral for this credit is
located or if there is no such collateral, in the state of Texas. All Claims
shall be determined by one arbitrator; however, if Claims exceed $5,000,000,
upon the request of any party, the Claims shall be decided by three arbitrators.
All arbitration hearings shall commence within 90 days of the demand for
arbitration and close within 90 days of commencement and the award of the
arbitrator(s) shall be issued within 30 days of the close of the hearing.
However, the arbitrator(s), upon a showing of good cause, may extend the
commencement of the hearing for up to an additional 60 days. The arbitrator(s)
shall provide a concise written statement of reasons for the award. The
arbitration award may be submitted to any court having jurisdiction to be
confirmed and enforced.

(e) The arbitrator(s) will have the authority to decide whether any Claim is
barred by the statute of limitations and, if so, to dismiss the arbitration on
that basis. For purposes of the application of the statute of limitations, the
service on JAMS under applicable JAMS rules of a notice of Claim is the
equivalent of the filing of a lawsuit. Any dispute concerning this arbitration
provision or whether a Claim is arbitrable shall be determined by the
arbitrator(s). The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this Note, the Loan Agreement or any of the Loan
Documents.

(f) This paragraph does not limit the right of any of Borrower or the Bank to:
(i) exercise self-help remedies, such as but not limited to, setoff; (ii)
initiate judicial or nonjudicial foreclosure against any real or personal
property collateral; (iii) exercise any judicial or power of sale rights, or
(iv) act in a court of law to obtain an interim remedy, such as but not limited
to, injunctive relief, writ of possession or appointment of a receiver, or
additional or supplementary remedies.

(g) The filing of a court action is not intended to constitute a waiver of the
right of any of Borrower or the Bank, including the suing party, thereafter to
require submittal of the Claim to arbitration.

(h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND VOLUNTARILY
WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM.
FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE,
TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND
VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH
CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
THIS AGREEMENT.

17. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Bank:                                        Borrower:

Bank of America, N.A.                        Crescent Operating, Inc.


   By:                                       By:
      ------------------------------------      --------------------------------
      Charles W. Davis, Sr. Vice President      Jeffery L. Stevens, President
                                                and Chief Executive Officer


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                     CONFIRMATION OF SUBORDINATION AGREEMENT

Reference is made to the Subordination Agreement (herein so called) dated
effective as of December 31, 2001 executed by Crescent Real Estate Equities
Limited Partnership ("Subordination Party") in favor of Bank of America, N.A.
("Lender"). By signing below where indicated, Subordination Party acknowledges
and consents to the execution and delivery of the Sixth Amendment to Credit
Agreement ("Sixth Amendment") dated effective as of August 14, 2002 by, among
others, Lender and Crescent Operating, Inc. as Borrower, and the Extension Note
and other Loan Papers referred to therein, and Subordination Party specifically
agrees and confirms that the Subordination Agreement remains in full force and
effect and shall continue to remain in full force and effect in favor of Lender
until the entire Obligation (as defined in the Credit Agreement referred to in
the Sixth Amendment, as amended thereby), including without limitation all
indebtedness evidenced by such Extension Note, have been indefeasibly paid in
full. The undersigned represents to Lender that all representations and
warranties contained in the Subordination Agreement are true and correct as of
the date hereof and that Subordination Party is duly authorized to enter into
this Confirmation of Subordination Agreement, and the execution, delivery and
performance of this Confirmation of Subordination Agreement does not require any
authorization or consent of any person or entity which has not already been duly
obtained and does not violate in any material respect any agreement or law to
which Subordination Party is subject. This Confirmation of Subordination
Agreement is being executed and delivered by Subordination Party to Lender as a
material inducement for Lender to enter into the Sixth Amendment and other Loan
Papers in connection therewith.

EXECUTED to be effective as of August 14, 2002.

                                    CRESCENT REAL ESTATE EQUITIES
                                    LIMITED PARTNERSHIP

                                    By: Crescent Real Estate Equities, Ltd.,
                                        its general partner

                                        By: /s/ JERRY CRENSHAW
                                           -------------------------------------
                                           Name:  Jerry Crenshaw
                                           Title: Executive Vice President and
                                                  Chief Financial Officer



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                       SIXTH AMENDMENT TO CREDIT AGREEMENT

         THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Sixth Amendment") is
entered into effective as of August 14, 2002, by and among CRESCENT OPERATING,
INC., a Delaware corporation ("Borrower") and BANK OF AMERICA, N.A., a national
banking association ("Lender") with the acknowledgment, confirmation, approval
and agreement of the undersigned "Support Parties" (herein so called) as set
forth herein below. Such Support Parties are signing this Sixth Amendment solely
for the purposes set forth in Section 12 of this Sixth Amendment.

                                   WITNESSETH:

         WHEREAS, Borrower and Lender are parties to that certain Credit
Agreement dated as of August 27, 1997 (the "Original Credit Agreement") as
amended by First Amendment thereto dated effective as of August 27, 1998
("First Amendment"), Second Amendment thereto dated effective as of August 27,
1999 ("Second Amendment"), Third Amendment thereto dated effective as of August
27, 2001 ("Third Amendment"), Fourth Amendment thereto dated effective as of
November 27, 2001 ("Fourth Amendment") and Fifth Amendment thereto dated
effective as of December 15, 2001 ("Fifth Amendment") (the Original Credit
Agreement as amended by First Amendment, Second Amendment, Third Amendment,
Fourth Amendment and Fifth Amendment is referred to in this Sixth Amendment as
the "Credit Agreement") and Borrower, Lender and Support Parties are parties to
that certain Support Agreement of even date with the Original Credit Agreement,
as previously amended and confirmed as set forth in the First Amendment, Second
Amendment, Third Amendment and Fourth Amendment (the "Support Agreement");

         WHEREAS, Borrower and Support Parties have requested that Lender agree
to modify and extend the loan/credit facility evidenced by the Credit Agreement
and extend the "Termination Date" as currently defined in the Credit Agreement
to evidence a senior secured credit facility in favor of Lender and agree to
other amendments to the Credit Agreement, Support Agreement and other Loan
Papers and matters as set forth herein, and Lender is willing to do so upon the
terms and conditions set forth herein; and

         WHEREAS, Borrower and Lender desire to amend the Credit Agreement by
this Sixth Amendment, with the acknowledgment, confirmation, approval and
agreement of the Support Parties with respect to the Support Agreement, all as
set forth herein below, and the parties desire to enter into the agreements,
modifications and amendments as set forth below;

         NOW, THEREFORE, for and in consideration of the above premises and for
other good and valuable consideration, the parties hereto agree as follows:

         1. Definitions. All capitalized terms defined in the Credit Agreement,
as amended hereby, and not otherwise defined in this Sixth Amendment shall have
the same meanings as assigned to them in the Credit Agreement when used in this
Sixth Amendment, unless the context hereof shall otherwise require or provide.

         2. Representations and Warranties. In order to induce Lender to enter
into this Sixth Amendment, Borrower represents and warrants to Lender that:

                  A. This Sixth Amendment, the Credit Agreement, as amended
hereby, and the Loan Papers are the legal and binding obligations of Borrower,
enforceable in accordance with their respective terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to the
enforcement of creditors' rights;

                  B. Subject to the terms of subsection D of this Section 2 of
this Sixth Amendment, no event has occurred and is continuing which constitutes
a Default or a Potential Default; and



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                  C. Subject to the terms of subsection D of this Section 2 of
this Sixth Amendment, all of the representations and warranties contained in
Paragraphs 4B and 5 of the Credit Agreement, as amended by this Sixth
Amendment, are true and correct as of the date hereof.

                  D. Borrower and Lender agree that the Defaults which exist as
of any date on which this Sixth Amendment is executed and delivered shall all be
deemed temporarily satisfied and cured upon execution and delivery of this Sixth
Amendment by all parties hereto and fulfillment of all other conditions
precedent as set forth in Section 5 of this Sixth Amendment and acceptance by
Lender of this Sixth Amendment; provided, however, notwithstanding anything to
the contrary contained herein or in the Credit Agreement or any of the Loan
Papers, Lender specifically reserves and does not waive in any respect (except
for the temporary waiver set forth in the immediately following sentence) all of
its rights under the Credit Agreement and the Support Agreement, as each is
amended by this Sixth Amendment and the other Loan Papers, with respect to such
Defaults, which shall automatically be reinstated upon the occurrence of any
additional Default after August 14, 2002. Effective as of August 14, 2002,
Lender hereby temporarily waives the financial ratio covenant contained in
Paragraph 7(j) of the Credit Agreement until January 15, 2003.

         3. Amendments to Credit Agreement.

                  A. In connection with the modification and extension of the
loan/credit facility evidenced by the Credit Agreement, as amended by this
Sixth Amendment, and the Loan Papers, the definition of the term "Termination
Date" as set forth in Paragraph 1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  Termination Date means the earlier to occur of the following
         dates; (a) January 15, 2003; and (b) the date on which a Default
         occurs, as determined by Lender.

                  B. Lender's address for notice purposes, as contemplated in
Paragraph 13 of the Credit Agreement, is hereby amended as follows:

                  Bank of America, N.A.
                  Attn: Charles W. Davis
                  MO2-100-l6-75
                  100 North Broadway, Suite 1675
                  St. Louis, MO 63102
                  Fax No. 314-466-2227

         4. Extension Note; Prepayment of Interest. The promissory note in the
face principal amount of $15,000,000.00 dated December 31, 2001 executed by
Borrower and payable to Lender and referred to in the Fifth Amendment as the
"Modification Note" is hereby modified and extended to be evidenced by that
certain promissory note dated August 14, 2002, in the face principal amount of
$15,000,000.00 executed by Borrower and payable to Lender (sometimes referred to
in this Sixth Amendment and in connection herewith as the "Extension Note")
which the parties agree and acknowledge to be the "Note" as contemplated in
Paragraph 4(a) of the Credit Agreement and a "Loan Paper" as defined in the
Credit Agreement.

         Borrower has agreed to prepay interest on the Extension Note at closing
and, accordingly, shall pay to Lender an amount reasonably estimated by Lender
to represent interest which shall accrue as set forth in the Extension Note for
the entire term of the Extension Note (through and including the maturity date
thereof); provided, however, that, if and to the extent that any principal of
the Extension Note is paid prior to the maturity date thereof, or if the rate of
interest set forth in the Extension Note changes after the date hereof in
accordance with the terms thereof, or if there shall occur any other
circumstance which results in the accrual of interest wider the Extension Note
in an amount which varies from the amount of interest estimated by Lender as set
forth above, then the amount payable by Borrower to Lender shall be adjusted
accordingly and, as the case may be, (i) Borrower shall be credited or refunded,
at the option of Lender, the amount that such prepaid interest exceeds the
amount of



                                  Page 2 of 5
<PAGE>

interest which actually accrues, or (ii) Borrower shall pay to Lender the amount
by which interest which actually accrues under the terms of the Extension Note
exceeds the amount of such prepaid interest. All amounts calculated by Lender in
connection with the foregoing shall be conclusive, absent manifest error.

         Notwithstanding any provision of the Extension Note, this Sixth
Amendment, the Credit Agreement as amended by this Sixth Amendment, or any other
Loan Paper or any other agreement, Lender does not intend to charge and Borrower
shall not be required to pay any amount of interest or other charges in excess
of the maximum permitted by applicable law. Borrower agrees that during the full
term of the Extension Note, the maximum lawful interest rate for such Note as
determined under Texas law shall be the indicated rate ceiling as specified in
Article 5069-1.04 of VATS. Further, to the extent that any other lawful rate
ceiling exceeds the rate ceiling so determined then the higher rate ceiling
shall apply. Any payment in excess of such maximum shall be refunded to Borrower
or credited against principal, at the option of Lender.

         5. Conditions Precedent. This Sixth Amendment and the obligations of
Lender hereunder are subject to the conditions precedent that Lender shall have
received from Borrower, together with this Sixth Amendment duly executed by
Borrower, Richard B. Rainwater and John Goff: (i) the Extension Note duly
executed by Borrower and any other documents reasonably requested by Lender
prior to closing in connection herewith, in form and substance satisfactory to
Lender and its counsel, and (ii) prepayment of interest under the Extension Note
as contemplated in Paragraph 4 above, plus all of Lender's costs and expenses
incurred in connection herewith, including without limitation the reasonable
attorney's fees of the Lender's legal counsel and any other costs, expenses and
disbursements incurred by Lender through the date of execution of this Sixth
Amendment.

         6. Further Assurances. Borrower shall make, execute or endorse, and
acknowledge and deliver or file or cause same to be done, all such documents,
notices or other assurances, and take all such other action, as Lender may, from
time to time, deem reasonably necessary or proper in connection with this Sixth
Amendment and the Credit Agreement, as amended hereby. Borrower acknowledges
that all Collateral and Collateral Documents in favor of Lender remain in full
force and effect as security for payment of the entire Obligation, including but
not limited to the indebtedness evidenced by the Extension Note, and that Lender
has not waived in any respect any of Lender's rights and remedies with respect
thereto or with respect to the Credit Agreement, as amended hereby, or any of
the Loan Papers, and, further, Borrower acknowledges that it has no claim
against Lender or any of its affiliates, representatives, agents or attorneys
arising out of or in connection with the Credit Agreement, as amended by this
Sixth Amendment, or any of the Collateral Documents or other Loan Papers or any
other matter whatsoever, and, further, Borrower acknowledges that it has no
defense to payment of any amounts owing, or any right of counterclaim for any
reason under, the Credit Agreement, as amended by this Sixth Amendment, the
Extension Note, the Collateral Documents or any of the Loan Papers or with
respect to any other matter in connection with any of the foregoing, or
otherwise.

         7. Scope of Amendments. Any and all other provisions of the Credit
Agreement and any other Loan Papers are hereby amended and modified wherever
necessary and even though not specifically addressed herein, so as to conform to
the amendments and modifications set forth in this Sixth Amendment.

         8. Limitation on Agreements. The amendments set forth herein are
limited in scope as described herein and shall not be deemed (a) to be a consent
under or waiver of any other term or condition of the Credit Agreement or any of
the Loan Papers, or (b) to prejudice any right or rights which Lender now has or
may have in the future under, or in connection with the Credit Agreement as
amended by this Sixth Amendment, the Note, the Loan Papers or any of the
documents referred to herein or therein.

         9. Governing Law. This Sixth Amendment has been prepared, in being
executed and delivered and is intended to be performed in the State of Texas,
and the substantive laws of such state and the applicable federal laws of the
United States of America shall govern the validity, construction, enforcement
and interpretation of this Sixth Amendment.



                                  Page 3 of 5
<PAGE>

         10. Arbitration and Waiver of Jury Trial.

(a) This Section concerns the resolution of any controversies or claims between
any of the parties hereto and Lender, whether arising in contract, tort or by
statute, including but not limited to controversies or claims that arise out of
or relate to: (i) this Sixth Amendment, the Credit Agreement as amended hereby,
the Extension Note or any of the other Loan Papers (including any amendments,
renewals, extensions or modifications of any of the foregoing); or (ii) any
document related to this Sixth Amendment, the Credit Agreement as amended
hereby, the Extension Note or any of the other Loan Papers; (collectively a
"Claim").

(b) At the request of any of the parties hereto or the Lender, any Claim shall
be resolved by binding arbitration in accordance with the Federal Arbitration
Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though the Credit
Agreement and Loan Papers provide that it is governed by the law of a specified
state.

(c) Arbitration proceedings will be determined in accordance with the Act, the
applicable rules and procedures for the arbitration of disputes of JAMS or any
successor thereof ("JAMS"), and the terms of this Section. In the event of any
inconsistency, the terms of this paragraph shall control.

(d) The arbitration shall be administered by JAMS and conducted in any U. S.
state where real or tangible personal property collateral for this credit is
located or if there is no such collateral, in the state of Texas. All Claims
shall be determined by one arbitrator; however, if Claims exceed $5,000,000,
upon the request of any party, the Claims shall be decided by three arbitrators.
All arbitration hearings shall commence within 90 days of the demand for
arbitration and close within 90 days of commencement and the award of the
arbitrator(s) shall be issued within 30 days of the close of the hearing.
However, the arbitrator(s), upon a showing of good cause, may extend the
commencement of the hearing for up to an additional 60 days. The arbitrator(s)
shall provide a concise written statement of reasons for the award. The
arbitration award may be submitted to any court having jurisdiction to be
confirmed and enforced.

(e) The arbitrator(s) will have the authority to decide whether any Claim is
barred by the statute of limitations and, if so, to dismiss the arbitration on
that basis. For purposes of the application of the statute of limitations, the
service on JAMS under applicable JAMS rules of a notice of Claim is the
equivalent of the filing of a lawsuit. Any dispute concerning this arbitration
provision or whether a Claim is arbitrable shall be determined by the
arbitrator(s). The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this Sixth Amendment, the Credit Agreement as amended
hereby, the Extension Note or any of the other Loan Papers.

(f) This paragraph does not limit the right of any of the parties hereto or the
Lender to: (i) exercise self-help remedies, such as but not limited to, setoff;
(ii) initiate judicial or non-judicial foreclosure against any real or personal
property collateral; (iii) exercise any judicial or power of sale rights, or
(iv) act in a court of law to obtain an interim remedy, such as but not limited
to, injunctive relief, writ of possession or appointment of a receiver, or
additional or supplementary remedies.

(g) The filing of a court action is not intended to constitute a waiver of the
right of any of Borrower or the Lender, including the suing party, thereafter to
require submittal of the Claim to arbitration.

(h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND VOLUNTARILY
WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM.
FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE,
TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND
VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH
CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO
THIS AGREEMENT.



                                  Page 4 of 5
<PAGE>

         11. Multiple Counterparts. This Sixth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same agreement and any of the parties hereto may execute this Sixth Amendment by
signing any such counterpart.

         12. Signatures of Support Parties. By signing below where indicated,
the undersigned Support Parties each (a) acknowledge this Sixth Amendment and
the Credit Agreement as amended hereby; (b) agree with the terms, conditions and
amendments contained in this Sixth Amendment and the Credit Agreement as amended
hereby as they relate to the Support Agreement, including without limitation,
the amended definition of "Termination Date" as set forth in this Sixth
Amendment; (c) agree that the Support Agreement shall be deemed amended wherever
necessary in order to continue the obligations of the undersigned Support
Parties contained in the Support Agreement and conform to the changes reflected
in this Sixth Amendment; and (d) confirm their continuing obligations under the
Support Agreement, as amended hereby, which shall continue in full force and
effect as contemplated therein and herein, until the Obligation has been paid in
full and Lender shall have no further commitment or obligation whatsoever to or
in favor of Borrower.

THE CREDIT AGREEMENT AND THE SUPPORT AGREEMENT, AS EACH IS AMENDED BY THIS SIXTH
AMENDMENT, AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be executed to be effective as of the date and year first above
written.

                                  LENDER:

                                  BANK OF AMERICA, N.A.


                                  By: /s/ CHARLES W. DAVIS
                                     -------------------------------------------
                                     Charles W. Davis, Senior Vice President

                                  BORROWER:

                                  CRESCENT OPERATING, INC., a Delaware
                                  corporation

                                  By: /s/ JEFFREY L. STEVENS
                                     -------------------------------------------
                                     Jeffrey L. Stevens, President and Chief
                                     Executive Officer

                                  SUPPORT PARTIES:

                                  /s/ RICHARD E. RAINWATER by MELISSA T. PARRISH
                                  ----------------------------------------------
                                  RICHARD E. RAINWATER

                                  RICHARD E. RAINWATER
                                  by Melissa T. Parrish, Attorney-in-fact

                                  /s/ JOHN GOFF
                                  ----------------------------------------------
                                  JOHN GOFF



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