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                                                                  EXHIBIT 10.104


                                 PROMISSORY NOTE

February 28, 2000                                               $5,600,000.00

         FOR VALUE RECEIVED, EAST WEST RESORTS, LLC, a Delaware limited
liability company ("Borrower"), promises to pay CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP, a Delaware limited partnership ("Lender"), at 777 Main
Street, Suite 2100, Fort Worth, Texas 76102, the principal sum of FIVE MILLION
SIX HUNDRED THOUSAND DOLLARS ($5,600,000.00), or so much thereof as may be
advanced, with interest on the principal balance from time to time remaining
unpaid at the rates specified below.

         Funds borrowed under this Note shall be used by Borrower solely to pay,
in whole or in part, the direct acquisition purchase price(s) for up to two
business(es) (a) engaged in the same line of business as Borrower is principally
engaged in, (b) specifically identified in writing to Lender a reasonable time
prior to a borrowing under this Note and (c) the acquisition of which with the
use of funds borrowed under this Note, Lender shall not have reasonably objected
to (each such acquisition hereafter referred to as an "Acquisition" or,
collectively, as the "Acquisitions"). No funds may be borrowed under this Note
except contemporaneously with the consummation of an Acquisition for which such
funds shall be applied towards the acquisition purchase price.

         Notwithstanding anything else contained in this Note, Lender shall not
be obligated to advance any funds under this Note after June 30, 2000.

         Interest on the principal balance hereof from time to time remaining
unpaid prior to an Event of Default shall be payable at the rates of (a) for the
period commencing on the date of the first advance under this Note (the "Initial
Advance Date") and ending on the 180th day thereafter, twelve percent (12%) per
annum; and (2) for the period commencing on the 181st day following the Initial
Advance Date and ending on the Maturity Date, fifteen percent (15%) per annum
(such interest rates are referred to collectively as the "Interest Rate").

         A "Partial Event of Default" shall occur whenever Borrower borrows from
a financial institution funds in an amount less than the principal balance of
this Note and accrued but unpaid interest thereon; the amount of any such
borrowing is referred to as a "Prepayment Amount."

         Principal and interest on this Note shall be due and payable in legal
tender of the United States of America as follows: within five business days
following the occurrence of a Partial Event of Default, Borrower shall make a
mandatory prepayment against this Note in an amount equal to the Prepayment
Amount, until the earlier of (i) the first anniversary of the Initial Advance
Date (the "Maturity Date") or (ii) the date on which all sums owing hereunder
become due and payable as a result of the occurrence of an Event of Default
(hereinafter defined), upon which either of those dates the entire balance of
principal plus accrued but unpaid interest shall be due and payable. All
payments made against this Note shall be applied, first, to accrued but unpaid
interest and, thereafter, to the outstanding principal balance of this Note.

         Interest on the principal balance hereof from time to time remaining
unpaid prior to an Event of Default (as hereafter defined) shall be payable at
the Interest Rate, provided that the interest payable shall not exceed the
maximum rate permitted by applicable law (the "Maximum Rate"). Interest on the
principal hereof from time to time remaining unpaid and, to the extent permitted
by applicable law, interest on the unpaid interest, shall bear interest from and
after an Event of Default at the Maximum Rate (the "Default Rate").

         Borrower shall have the right to prepay the whole, or a part, of the
principal sum hereof and all accrued, unpaid interest at any time without
premium or penalty.

         An "Event of Default" shall mean the occurrence of any of the
following:

         (a)      Borrower's default in the prompt payment when due of any
                  principal or interest owing pursuant to this Note, including
                  but not limited to any mandatory prepayment;



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         (b)      Borrower (i) files a voluntary petition in bankruptcy; (ii)
                  makes a general assignment for the benefit of creditors; (iii)
                  fails to contest in a timely and orderly manner an order for
                  relief in bankruptcy entered against it; (iv) admits in
                  writing its inability to pay its debts generally as they
                  become due; (v) applies for or consents to the appointment of
                  a receiver, trustee, or liquidator of Borrower or of all or
                  substantially all of its assets; (vi) voluntarily commences
                  any proceedings or files any petition seeking any relief under
                  any bankruptcy, reorganization, debtor's relief or other
                  insolvency law now or hereafter existing; (vii) files an
                  answer admitting the material allegations of, or consenting
                  to, or defaulting in, a petition against Borrower in any
                  bankruptcy, reorganization or other insolvency proceeding; or
                  (viii) takes any action for the purpose of effecting any of
                  the foregoing;

         (c)      An order, judgment or decree is entered by any court of
                  competent jurisdiction ordering relief in bankruptcy or
                  appointing a receiver, trustee or liquidator of Borrower or of
                  all or substantially all of the assets of Borrower;

         (d)      Borrower sells, leases, exchanges, conveys, pledges, assigns,
                  collaterally assigns, grants a security interest in,
                  mortgages, creates a lien or encumbrance on, or otherwise
                  transfers or disposes of all or any material portion of its
                  assets or any interest therein;

         (e)      Borrower makes any distributions to its members, other than
                  Tax Distributions; "Tax Distributions" shall mean cash
                  distributions made (1) for the sole purpose of providing
                  members of Borrower with funds to pay income tax liabilities
                  they incur as a result of their ownership of Borrower and (2)
                  in amounts not exceeding the reasonably calculated amounts of
                  such income tax liabilities;

         (f)      The dissolution or liquidation or Borrower; or

         (g)      Regardless of the terms of such borrowing, including but not
                  limited to limitations on the use of proceeds therefrom,
                  Borrower borrows from a financial institution funds in an
                  amount at least equal to the principal balance of this Note
                  and accrued but unpaid interest thereon.

         Upon the occurrence of any Event of Default described in clauses (a)
through (f) above, all amounts then remaining unpaid under this Note shall, at
the option of Lender, become immediately due and payable and the holder hereof
shall have all rights and remedies of a lender at law and in equity; upon the
occurrence of an Event of Default described in clause (g) above, all amounts
then remaining unpaid under this Note shall become immediately due and payable
and the holder hereof shall have all rights and remedies of a lender at law and
in equity . The failure to exercise its option to accelerate the maturity of
this Note upon the happening of any one or more Events of Default (other than an
Event of Default under clause (g) above, which shall cause this Note to become
immediately due and payable) shall not constitute a waiver of the right of the
holder of this Note to exercise the same or any other option at that time or at
any subsequent time with respect to such uncured Event of Default or any other
uncured Event of Default. The acceptance by the holder hereof of any payment
under this Note that is less than payment in full of all amounts due and payable
at the time of such payment shall not constitute a waiver of or impair, reduce,
release or extinguish any of the rights or remedies of the holder hereof to
exercise the foregoing option at that time or at any subsequent time or nullify
any prior exercise of any such option.

         Borrower and all other parties now or hereafter liable for the payment
hereof, whether as endorser, surety or otherwise, severally waive demand,
presentment, notice of dishonor, notice of intention to accelerate the
indebtedness evidenced hereby, notice of the acceleration of the maturity
hereof, diligence in collecting, grace, notice and protest, and consent to all
extensions that from time to time may be granted by the holder hereof and to all
partial payments hereon, whether before or after maturity.

         If this Note is not paid when due, whether at maturity or by
acceleration, or if it is collected through a bankruptcy or other court
proceeding, whether before or after maturity, Borrower agrees to pay all costs
of collection, including but not limited to reasonable attorneys' fees and
expenses incurred by the holder hereof.



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         All agreements between Borrower and the holder hereof, whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of acceleration of the maturity hereof
or otherwise, shall the amount contracted for, charged, received, paid or agreed
to be paid to the holder hereof for the use, forbearance or detention or
principal or interest, which remains unpaid from time to time, exceed the
maximum amount permissible under applicable law, it particularly being the
intention of Borrower and Lender to conform strictly to the law of the State of
Texas and of the United States of America. If from any circumstance the holder
hereof shall ever receive anything of value deemed interest by applicable law in
excess of the maximum lawful amount, an amount equal to any excessive interest
shall be applied to the reduction of the principal hereof and not to the payment
of interest, or if such excessive interest exceeds the unpaid balance of
principal hereof, such excess shall be refunded to Borrower. All interest paid
or agreed to be paid to the holder hereof shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
period until payment in full of the principal so that interest hereon for such
full period shall not exceed the maximum amount permitted by applicable law. As
used in this Note, the term "applicable law" means (a) the law pertaining to the
maximum rate of interest that is now in effect and (b) any law that comes into
effect at any time in the future while this Note is outstanding which allows a
higher interest rate than the law now in effect.

         Borrower hereby irrevocably and unconditionally (i) submits itself in
any legal action or proceeding relating to this Note to the non-exclusive
general jurisdiction of the courts of the State of Texas, the courts of the
United States of America for the Northern District of Texas, and appellate
courts from any thereof; (ii) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same; (iii) agrees that service of process in any such action
or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
Borrower at its address as set forth hereinbelow or at such other address of
which Lender shall have been notified; and (iv) agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by
law or shall limit the right to sue in any other jurisdiction.

         The loan transaction evidenced hereby shall not be governed by, or be
subject to, Chapter 303 or Chapter 346 of the Texas Finance Code.

         To the extent notice is required by the terms of this Note or any
documents executed in connection herewith it will be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

         To Borrower:         East West Resorts, LLC
                              105 Edwards Village Road, Suite C-202
                              P. O. Box 2636
                              Edwards, Colorado 81632
                              Fax: __________________

         To Lender:           Crescent Real Estate Equities Limited
                              Partnership
                              777 Main Street, Suite 2100
                              Fort Worth, Texas 76102
                              Attention: David M. Dean
                              Fax: 817.321.2000

         EXCEPT WHERE FEDERAL LAW IS APPLICABLE (INCLUDING WITHOUT LIMITATION
ANY FEDERAL USURY CEILING OR OTHER FEDERAL LAW THAT FROM TIME TO TIME IS
APPLICABLE TO THE INDEBTEDNESS EVIDENCED HEREIN AND THAT PREEMPTS STATE USURY
LAWS), THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN SUCH
STATE.

         THIS NOTE, TOGETHER WITH EACH LOAN DOCUMENT REFERENCED HEREIN, IF ANY,
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE LOAN



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DESCRIBED HEREIN 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.


                              EAST WEST RESORTS, LLC,
                              a Delaware limited liability company

                                       By: East West Resorts Management III, LLC

                                                By: HF Holding Corp., as manager



                                                     By:
                                                        ------------------------
                                                          Harry H. Frampton, III
                                                          President




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