<PAGE>   1
                                                                 EXHIBIT 10.14


                AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT


       THIS  AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT ("Agreement") is
made and entered into August 31, 1997, to be effective as of July 31, 1997, by
and between RoseStar Management LLC, a Texas limited liability company
("RoseStar"), and The Varma Group, Inc. ("Manager").

                                    RECITALS

       A.     Manager and RoseStar entered into an Asset Management Agreement
dated as of May 1, 1996 (the "Original RoseStar Management Agreement") pursuant
to which Manager agreed to provide management services with respect to
RoseStar's assets, including its interest as the lessee of the Marriott City
Center Hotel in Denver, Colorado (the "Hotel") under a long-term lease
agreement (the "Lease") with the owner of that property (the "Owner").  The
Hotel is operated by a hotel management operator (the "Operator") under a long-
term operation or management agreement (the "Management Agreement").  RoseStar
entered into the Original RoseStar Management Agreement to obtain the services
of a company with principals qualified and experienced in asset and hotel
management and supervision of the Operator, in order to fulfill RoseStar's
obligations under the Lease and to assure proper supervision and management of
RoseStar's interests as lessee under the Lease.

              On August 31, 1997, effective as of July 31, 1997, all of
RoseStar's equity owners sold 100% of the outstanding equity of RoseStar to
Crescent Operating, Inc.

       B.     RoseStar and Manager mutually desire to modify certain terms of
the Original RoseStar Management Agreement and to restate the modified
agreement between RoseStar and Manager as set forth below.

       C.     Manager and RoseStar's subsidiary, RoseStar Southwest, LLC
("RoseStar Southwest") entered into an Asset Management Agreement dated as of
May 1, 1996 (the "Southwest Management Agreement") pursuant to which Manager
agreed to provide management services with respect to RoseStar Southwest's
assets, including its interests as the lessee of the Hyatt Regency Hotel in
Albuquerque, New Mexico, and the Hyatt Regency Beaver Creek in Avon, Colorado
(the "Hyatt Hotels") under long-term lease agreements with the respective
owners of those properties.  Each of the Hyatt Hotels is operated by hotel
management operators under long-term operation or management agreements.
Contemporaneously with the execution and delivery of this Agreement, RoseStar
Southwest and Manager are amending and restating the Southwest Management
Agreement, on terms substantially identical with the terms of this Agreement,
by entering into that certain Amended and Restated Asset Management Agreement
of even date herewith (the "Restated Southwest Management Agreement").

       D.     Manager and Wine Country Hotel, LLC ("WCH") entered into an Asset
Management Agreement dated as of November 19, 1996 (the "WCH Management
Agreement"), pursuant to which





                                       1
<PAGE>   2
Manager agreed to provide management services with respect to WCH's interest as
lessee of  the Sonoma Mission Inn and Spa in Sonoma, California (the "Resort")
under a long-term lease agreement with the owner of that property (the "Resort
Owner").  The Resort is operated by a management Operator under a long-term
operation or management agreement.

       On August 31, 1997, effective July 31, 1997, all of WCH's equity owners
sold 100% of the outstanding equity of WCH to RoseStar.

       Contemporaneously with the execution and delivery of this Agreement, WCH
and Manager are amending and restating the WCH Management Agreement, on terms
substantially identical with the terms of this Agreement, by entering into that
certain Amended and Restated Asset Management Agreement of even date herewith
(the "Restated WCH Management Agreement").

       Now therefore, for and in consideration of the premises and the mutual
covenants herein contained and subject to the following terms and conditions,
Manager and RoseStar agree to amend and restate the Original RoseStar
Management Agreement as follows:

                                   ARTICLE 1

                                  APPOINTMENT

       1.1    Appointment to Manage Specific Assets and Supervise Hotel
Management.

              (a)    RoseStar hereby appoints Manager as exclusive manager of
       the assets of RoseStar listed in Schedule 1 attached hereto, including
       its interests under the Lease, and in connection therewith (i) to
       perform, to direct the performance of, or to supervise the performance
       of RoseStar's obligations under the Lease, (ii) to supervise the
       performance of the Operator, (iii) to promote, exercise, and protect the
       rights of RoseStar under the Lease and its contract with the Operator,
       (iv) on behalf of  RoseStar to deal with the Owner and the Operator, and
       (v) in general to oversee, preserve, protect, supervise, maintain,
       promote and utilize RoseStar's assets associated with or relating to the
       Hotel. In carrying out its duties, Manager (provided Manager shall have
       been provided by RoseStar the funding required of it under this
       Agreement) shall endeavor to assure that the Hotel is operated in an
       efficient and businesslike manner consistent with the standard, status
       and character of the Hotel as a first class hotel property, that
       revenues and net income from operation of the Hotel are maximized,  and,
       subject to Section 3.3, to do and perform, or cause to be done and
       performed, all other activities customary and usual in connection with
       the management of RoseStar's Hotel property.

              (b)    During the Management Period RoseStar at its discretion
       may offer to Manager the opportunity to manage the assets of one or more
       other hospitality properties (each a "Hospitality Property") hereafter
       acquired (by purchase or lease) by  RoseStar or a subsidiary of
       RoseStar, the terms and conditions thereof to be





                                       2
<PAGE>   3
       substantially similar to this Agreement except that Manager's
       compensation shall be at the then prevailing market rate or such other
       rate mutually agreed upon by Manager and RoseStar.

              (c)    Nothing herein shall be construed to prohibit Manager from
       entering into, and RoseStar is aware that Manager may enter into, asset
       management agreements with owners and operators or lessees of other
       hotel or resort properties.

       1.2    Authority and Power. RoseStar hereby authorizes Manager, subject
to Section 3.3,  to exercise such powers with respect to the Lease, the
Management Agreement and the interests and assets of RoseStar as may be
necessary for the performance of Manager's obligations under the terms of this
Agreement and Manager accepts such appointment under the terms and conditions
hereinafter set forth.  Except as expressly limited in Section 3.3, Manager
shall have plenary right and authority to commit or otherwise obligate RoseStar
in all matters pertaining to the Lease or the Management Agreement.

       1.3    Independent Contractor.  In performing its obligations hereunder,
Manager shall be an independent contractor.  Neither RoseStar nor Manager
intends hereby to create a partnership, joint venture or trust or (except as
provided elsewhere herein) to make either party hereto the agent of the other
party hereto or to create any fiduciary relationship between RoseStar and
Manager or to create any contractual relationship between RoseStar and Manager
except as expressly created by this Agreement.  Except as strictly provided
herein, Manager shall not in any capacity become liable for any obligations,
liabilities, losses or debts of RoseStar.

       1.4    Representation by Manager.  Manager represents and warrants to
RoseStar that by entering into and performing its obligations under this
Agreement, Manager is not violating and will not violate any contractual,
fiduciary or legal obligations or responsibilities to which it is or is likely
to become subject, nor is it subject to any contractual, fiduciary or legal
obligations or responsibilities which may reasonably be expected to interfere
with its ability to perform its obligations under this Agreement.


                                   ARTICLE 2

                                      TERM

       Manager's duties and responsibilities under this Agreement shall begin
on August 1, 1997, and unless otherwise terminated as provided in Article 7
hereof, shall continue through July 31, 2002 (the "Management Period").





                                       3
<PAGE>   4




                                   ARTICLE 3

                           MANAGER'S RESPONSIBILITIES

       3.1    Management of Hotel Assets Generally.  Subject to Section 3.3,
Manager, on behalf of RoseStar, shall implement, or cause to be implemented,
the decisions of RoseStar with respect to the Lease, the Management Agreement
and the Hotel; shall direct the performance of RoseStar's obligations under the
Lease and the Management Agreement; and shall supervise the performance by the
Operator of its obligations under the Management Agreement; including, without
limitation:  (a) formulating policies, strategies and tactics for carrying out
RoseStar's duties under the Lease; (b) reviewing and supervising the
performance by Operator of its contractual obligations to RoseStar with respect
to the Hotel; (c) assembling, organizing and maintaining records of the Hotel's
operations and activities; (d) maintaining permits and licenses required of
RoseStar and necessary for the leasing of the Hotel; and (e) inspecting the
Hotel to assure compliance by the Operator with its Management Agreement.

       3.2    Management of Hotel  Assets Specifically.  Without limiting the
preceding and by way of illustration but not limitation, Manager shall, subject
to Section 3.3, in a prudent, businesslike, skillful, and expeditious manner:

       (a) after consultation with RoseStar, obtain all licenses, permits,
       consents, and approvals ("Governmental Approvals") from any applicable
       governmental authorities and agencies necessary for RoseStar as lessee
       of the Hotel;

       (b) after consultation with RoseStar, obtain all consents and approvals
       ("Private Approvals") from any applicable associations, persons and
       other parties holding rights of consent and approval necessary for
       RoseStar as lessee of the Hotel;

       (c) deliver to RoseStar operating and capital budgets ("Operating and
       Capital Budgets") for  the Hotel pursuant to Section 3.7;

       (d) prepare and submit to RoseStar upon its request (but not more
       frequently than monthly) written progress reports in form acceptable to
       RoseStar and reflecting significant developments affecting or relating
       to the Hotel and a comparison between budgeted and actual operations,
       all for the  periods requested by RoseStar;

       (e) consult with RoseStar on all matters requiring Approval of RoseStar
       under or pursuant to Section 3.3 or elsewhere in this Agreement;

       (f) permit RoseStar to inspect and audit records of Manager pertaining
       to the Hotel and consult with Manager on matters pertaining to the
       Hotel;

       (g) coordinate, be responsible for, and, where necessary, assist
       RoseStar in obtaining or





                                       4
<PAGE>   5
       recovering payment for all credits, reimbursables or other funds payable
       to RoseStar in connection with the Lease;

       (h)  advise RoseStar with respect to and with RoseStar's Approval
       implement, any challenge to the tax rates or assessments on or
       pertaining to the Hotel; and

       (i) comply with the Lease and the Management Agreement, including
       without limitation taking or causing Operator to take all actions in
       management of the Hotel as are required to be taken and refraining from
       taking any action that would cause RoseStar to breach or be in default
       of the Lease or Management Agreement.

       3.3    Approval of RoseStar Required.  Manager shall not have authority
or exercise power to take any of the following actions without first obtaining
RoseStar's written approval or consent ("Approval"; an action shall be
"Approved" if Approval has been granted), which may be given or withheld in
RoseStar's sole discretion and judgement: (a) apply for, modify or renew a
Governmental Approval and Private Approval, if RoseStar beforehand shall have
requested Manager to discuss with it the propriety or advisability thereof, (b)
enter into any agreement or transaction which may become a lien against the
Hotel, a personal obligation of any member of RoseStar, or an  obligation of
RoseStar involving more than $25,000, (c) sue, defend, settle or compromise any
claim by or against any third party, including but not limited to governmental
or taxing authorities,  or (d) take any other action for which Approval is
elsewhere in this Agreement required, without first obtaining such Approval.
Notwithstanding the preceding, RoseStar's Approval shall be deemed to have been
given as to any action for which Manager shall have requested Approval in
writing if RoseStar shall have neither given nor denied Approval within 20 days
after its actual receipt of such written request.

       3.4    For RoseStar's Account.  The services of Manager in performing
its duties and providing services pursuant to this Agreement shall be for the
account of RoseStar.  Except for  costs and obligations otherwise provided
herein to be paid or borne by Manager, RoseStar agrees to be responsible for
all costs, expenses, and disbursements incurred by Manager under the terms of
this Agreement in providing asset management services hereunder and RoseStar
agrees to provide all funding reasonably necessary for Manger to perform its
asset management services under this Agreement; but without RoseStar's consent,
Manager will not incur any expenses or make any expenditure except as  required
or permitted in this Agreement.  Whenever Manager in good faith believes that
emergency circumstances exist that require immediate actions to preserve
RoseStar's assets or to protect RoseStar's rights under the Lease or its
contract with the Operator, then Manager shall take such actions and incur such
reasonably necessary expenses and expenditures for the account of RoseStar,
without undue delay, as Manager deems necessary under the circumstances; but
Manager shall furnish RoseStar a complete reporting of such actions and
expenses as promptly as practicable.

       3.5    Standards.  In the performance of its obligations under this
Agreement, the Manager shall exercise a high degree of skill, expertise,
judgment and prudence.  The Manager shall also act in the best interest of
RoseStar with respect to the proper protection of and accounting for the Hotel
property of RoseStar.  Manager will be deemed to have performed within the
standards set forth herein





                                       5
<PAGE>   6
if, in any action, Manager acted in good faith and in a manner it reasonably
believed to be in the best interest of RoseStar and such action did not
constitute, involve or result from gross negligence, willful or wanton
misconduct, or a breach of a material provision of this Agreement.

       3.6    Financial Reports and Records.  Manager shall keep proper and
suitable books and records for the Hotel as reasonably required to protect
RoseStar's assets from theft, error or fraudulent activity.

              (a)    Manager shall provide reports with respect to the Hotel as
       set forth in Exhibit A and such other reports as RoseStar may from time
       to time request.

              (b)    All financial statements and reports will be prepared in
       accordance with accounting principles established by RoseStar; if
       RoseStar does not specify accounting principles to be followed by
       Manager, then Manager shall keep books and records in accordance with
       the Uniform System of Accounts for Hotels as approved by the American
       Hotel Association.

              (c)    RoseStar or its representatives may, at any time, conduct
       examinations of the books and records maintained for RoseStar by
       Manager.  RoseStar also may perform any and all additional audit tests
       relating to Manager's activities with respect to this Agreement at any
       appropriate place.  Any and all such audits shall be at the sole expense
       of RoseStar subject, however, to RoseStar's indemnification rights.  All
       books and records shall be preserved throughout the Management Period,
       upon termination of this Agreement shall be promptly delivered to
       RoseStar, and shall at all times remain the exclusive property of
       RoseStar.

       3.7    Budgets.  Manager shall for each calendar year review, analyze,
and critique the Operating and Capital Budgets prepared by the Operator and
submit to RoseStar a report thereon together with Manager's recommendations
thereon.  The proposed Operating and Capital Budget shall be presented to
RoseStar as required by the terms of the Management Agreements.

       3.8    Bank Accounts.  Manager shall make timely deposits of cash
receipts of  RoseStar in operating accounts, in banks designated by RoseStar.
At all times the funds deposited shall be the sole and exclusive property of
RoseStar and shall not be commingled with the funds of Manager or any third
party.  Manager shall use the funds in the accounts solely for the purpose of
management as provided under this Agreement.

       3.9    Collection of Income.  Manager shall use diligent efforts to
collect all income and payments due to RoseStar from operations of the Hotel.

       3.10    Compliance with Laws.  Manager shall not in the performance of
its services hereunder violate any federal, state, municipal or other
governmental law, ordinance, rule or regulation.  Manager shall immediately
notify RoseStar of any known violation of any federal, state, municipal or
other governmental law, ordinance, rule or regulation due to the structure,
condition or





                                       6
<PAGE>   7
operation of the Hotel or the activities therein.  Manager shall obtain and
maintain all permits and licenses required for RoseStar's lease of the Hotel.
Manager shall not in performance of its services hereunder knowingly violate,
and shall comply in all material respects with the terms of, the Lease,
Management Agreement, mortgages, deeds of trust or other security instruments
binding on RoseStar or affecting the Hotel.  In the event of a conflict between
the terms of any such document and the terms of this Agreement, Manager shall
not take any action except to notify RoseStar and await RoseStar's
instructions.  Manager shall not be required to make any payment on its own
behalf or incur any liability in order to comply with the terms or conditions
of any such instruments.

       3.11   Notification of Litigation.  If Manager shall be apprised of any
claim, demand, suit or other legal proceeding made or instituted against
RoseStar on account of any matter connected with  the Hotel, Manager shall give
RoseStar all information in its possession in respect thereof, and shall assist
and cooperate with RoseStar in all reasonable respects in the defense of any
such suit or other legal proceeding.

       3.12   Confidentiality.  Manager acknowledges and agrees that all
information about RoseStar or the Hotel provided to it is and will continue to
be the exclusive property of RoseStar and agrees to keep all such information
(other than information which is publicly known other than as a result of
Manager's disclosure in violation of this Agreement) in strictest confidence
except that limited disclosure may be made with the prior express consent of
RoseStar, or as Manager determines in good faith is necessary to enable it to
perform its obligations under this Agreement, or as required by law or judicial
or regulatory process.  The provisions of this Section 3.12 shall survive
termination of this Agreement.

       3.13   Notice of Breaches and Defaults.  Manager shall notify RoseStar
immediately upon becoming aware of a breach or default by Manager under this
Agreement or the occurrence of an event which, with or without notice or the
lapse of time or both, would entitle RoseStar to terminate this Agreement for
cause.

       3.14   Personal Performance Requirement.  This Agreement is based on the
special skill and ability of Sanjay and Johanna Varma, as principals of the
Manager, and the devotion by them of sufficient time to cause Manager to
perform its obligations hereunder in a timely manner.  Therefore, Sanjay and
Johanna Varma each covenants to RoseStar that at least one of them shall at all
times during the Management Period own in the aggregate a majority of the
outstanding stock of Manager and shall serve as the most senior executive
officer and member of the board of directors of RoseStar, and Johanna Varma
(and in her absence, Sanjay Varma) shall devote the substantial majority of her
professional time and efforts to the Manager's business.





                                       7
<PAGE>   8
                                   ARTICLE 4

                               INSURANCE COVERAGE

       Manager shall procure and maintain at all times during the term of this
Agreement workmen's compensation insurance coverage, in reasonable amounts, for
the benefit of Manager.  RoseStar shall add Manager to RoseStar's general
liability insurance policy or policies as an additional insured at all times
during the term of this Agreement.

                                   ARTICLE 5

                        COMPENSATION AND REIMBURSEMENTS

       5.1    Base Compensation.

              (a)    Subject to Section 5.1(b), Manager shall receive as
       consideration and remuneration for all its services under this Agreement
       a fee of $165,000 (the "Management Fee") for the first twelve months of
       the Management Period (that is, for the period from August 1, 1997
       through July 31, 1998); for each subsequent twelve month period during
       the Management Period, a cost of living adjustment will be determined as
       of the beginning of that period and applied to the Management Fee for
       that period as follows: the Management Fee will be increased (but not
       decreased) by an amount equal to the product calculated by multiplying
       the Management Fee for the immediately preceding 12 months, times the
       percentage increase for such calendar year of the Consumer Price Index
       for Urban Consumers [Fort Worth - Arlington Metro Area] -- All Items
       Index, published by the US Department of Labor, Bureau of Labor
       Standards.  The Management Fee will be payable in advance in equal
       monthly installments (each a "Monthly Installment") as follows: the
       Monthly Installment for the  month of September 1997 shall be paid
       directly to Manager not later than September 5, 1997; the Monthly
       Installment for each succeeding month during the Management Period shall
       be paid directly to the Manager by the 20th day of the immediately
       preceding month.  Any Monthly Installment not paid when due shall bear
       simple interest at 18% per annum from and after the due date until paid;
       additionally, for any Monthly Installment not paid by the first day of
       the month to which it relates, RoseStar shall become obligated to
       immediately pay Manager a late charge equal to ten percent of the amount
       of such Monthly Installment (exclusive of interest accrued thereon).
       Prior to execution of this Agreement, Manager received a partial payment
       of the Management Fee for August 1997; RoseStar shall pay the remaining
       balance of the August Management Fee by September 5, 1997.

              (b)    In the event of the termination, for any reason, of the
       Lease, then RoseStar shall have the right to substitute in place of the
       terminated Lease any other lease of another hotel or resort property
       (but the Management Fee, as adjusted pursuant to Section 5.1(a), shall
       not be affected by termination of the Lease or by the substitution in
       place of a terminated Lease of a lease of another hotel or resort
       property).





                                       8
<PAGE>   9
       5.2    Bonuses.  Not less frequently than each anniversary date of this
Agreement, RoseStar shall give due and fair consideration to determining
whether Manager's performance under this Agreement and the resulting financial
benefits to RoseStar merit, in RoseStar's discretion, additional compensation
in the form of a cash bonus or other remuneration.

       5.3    Manager's Costs to be Reimbursed.  During the Management Period,
Manager will be entitled to reimbursement for reasonable out of pocket expenses
in excess of $20,900 per year that its personnel incur in accordance with this
Agreement in travel to and from the Hotel in performing its services hereunder.
RoseStar shall reimburse Manager for such expenses within 30 days following
actual receipt of itemized invoices of such expenses.


                                   ARTICLE 6

                                  TERMINATION

       6.1    Termination by RoseStar for Cause.  RoseStar shall have the right
to immediately terminate this Agreement, without recourse by Manager except as
provided in Section 6.5(b), in the event Manager commits any act which is a
breach of a material provision of this Agreement and which constitutes an act
of gross negligence, willful or wanton misconduct or is in material violation
of any mortgage, deed of trust, or other security instrument, equipment lease,
insurance contract, or other material contract or agreement affecting the
Hotel, and which is not cured within 20 days after written demand by RoseStar
to Manager (provided, that RoseStar shall not be required to give Manager an
opportunity to cure if in RoseStar's good faith judgment its rights or
interests are likely to be materially prejudiced by delay).  In addition,
RoseStar shall have the right to terminate this Agreement upon at least 90 days
notice, without recourse by Manager except as provided in Section 6.5(b), in
the event:

              (a)    Manager shall apply for or consent to the appointment of a
       receiver, trustee, or liquidator of Manager or of all or a substantial
       part of its assets, file a voluntary petition in bankruptcy, or admit in
       writing its inability to pay its debts as they come due, make a general
       assignment for the benefit of creditors, file a petition or an answer
       seeking reorganization or arrangement with creditors or take advantage
       of any insolvency law, or file an answer admitting the material
       allegations of a petition filed against Manager in any bankruptcy,
       reorganization, or insolvency proceeding, or of an order, judgment, or
       on the application of a creditor, a decree shall be entered by any court
       of competent jurisdiction adjudicating Manager bankrupt or insolvent or
       approving a petition seeking reorganization of Manager or appointing a
       receiver, trustee, or liquidator of Manager or of all or a substantial
       part of its assets, and such order, judgment or decree shall continue
       unstayed and in effect for any period of 90 consecutive days; or

              (b)    The latter of Sanjay Varma and Johanna Varma, principals
       of Manager, dies, becomes permanently disabled or incapacitated (and an
       individual shall be deemed "permanently disabled or incapacitated" if he
       or she is unable to complete his or her duties for





                                       9
<PAGE>   10
       60 days in any consecutive 90 day period), or ceases to engage
       personally in performing the Manager's obligations under this Agreement.

In the event RoseStar terminates this Agreement under Subsection (b) above
based upon the death, disability and/or incapacity of the Varmas, then RoseStar
shall pay Manager the Termination Fee (as calculated in Section 6.2).

       6.2    Termination by RoseStar Without Cause.  In addition to the
termination rights set forth in Section 6.1, this Agreement may be terminated
by RoseStar without cause:

       (a)    at any time prior to January 31, 2000 (the "Guaranteed Date"), by
       giving Manager written notice of termination (the date of such notice is
       called the "Termination Date") and delivering to Manager a lump sum cash
       payment (the "Termination Fee") equal to the greater of (i) the Value of
       the Management Fee for the period from the Termination Date through the
       Guaranteed Date (the "Remaining Period") and (ii) the product realized
       by multiplying the amount of the most recent Monthly Installment by 6.
       For purpose of this Section 6.2(a), the "Value" of the Management Fee
       shall be calculated as the sum of the Monthly Installments which, if
       this Agreement had not been terminated under this Section 6.2(a), would
       become payable to Manager during the Remaining Period (assuming that
       this Agreement would not otherwise have been terminated prior to the
       Guaranteed Date and assuming that the percentage increase in the
       Consumer Price Index for each year during the Remaining Period is four
       percent); and

       (b)    at any time after the Guaranteed Date, upon six months prior
       written notice delivered to Manager.

Subject to Section 6.5(b), except for the right to receive payment of the
Termination Fee, Manager shall have no claim, right or cause of action against
RoseStar arising out of its termination of this Agreement pursuant to the
provisions of this Section 6.2.  The provisions of this Section 6.2 shall
survive termination of this Agreement.

       6.3    Termination by Manager.

              (a)    Manager may at any time after the Guaranteed Date notify
       RoseStar in writing that Manager intends to resign on a specified date
       after the expiration of at least 6 months following the date of such
       notification (the "Resignation Date").  RoseStar shall have no
       obligation to pay Manager any compensation hereunder with respect to any
       period following the Resignation Date and Manager, by so resigning, will
       forfeit all claims to any compensation with respect to any period
       following the Resignation Date.

              (b)    Manager shall have the right to immediately terminate this
       Agreement,





                                       10
<PAGE>   11
       without recourse by RoseStar except as provided in Section 6.5(b), in
       the event RoseStar Southwest terminates the Restated Southwest
       Management Agreement without cause (as provided in the Restated
       Southwest Management Agreement) or WCH terminates the Restated WCH
       Management Agreement without cause (as provided in the Restated WCH
       Management Agreement), but Manager's right shall expire unless exercised
       within 30 days following the date on which either RoseStar Southwest
       terminates the Restated Southwest Management Agreement or WCH terminates
       the Restated WCH Management Agreement.  In the event RoseStar Southwest
       terminates the Restated Southwest Management Agreement without cause (as
       provided in the Restated Southwest Management Agreement) or WCH
       terminates the Restated WCH Management Agreement without cause (as
       provided in the Restated WCH Management Agreement) and Manager timely
       exercises its right to terminate this Agreement, then the provisions of
       Section 6.2 shall apply to the termination of this Agreement as if
       RoseStar had terminated this Agreement without cause as of the date of
       termination of the Restated Southwest Management Agreement or as of the
       date of termination of the Restated WCH Management Agreement, as
       applicable.

              (c)     Manager shall have the right to immediately terminate
       this Agreement, without recourse by RoseStar except as provided in
       Section 6.5(b), in the event RoseStar commits any act which is a breach
       of a material provision of this Agreement and which constitutes an act
       of gross negligence, willful or wanton misconduct or is in material
       violation of any mortgage, deed of trust, or other security instrument,
       equipment lease, insurance contract, or other material contract or
       agreement affecting the Hotel, and which is not cured within 20 days
       after written demand by Manager to RoseStar (provided, that Manager
       shall not be required to give RoseStar an opportunity to cure if in
       Manager's good faith judgment its rights or interests are likely to be
       materially prejudiced by delay).  In addition, Manager shall have the
       right to terminate this Agreement upon at least 90 days notice, without
       recourse by RoseStar except as provided in Section 6.5(b), in the event
       RoseStar shall apply for or consent to the appointment of a receiver,
       trustee, or liquidator of RoseStar or of all or a substantial part of
       its assets, file a voluntary petition in bankruptcy, or admit in writing
       its inability to pay its debts as they come due, make a general
       assignment for the benefit of creditors, file a petition or an answer
       seeking reorganization or arrangement with creditors or take advantage
       of any insolvency law, or file an answer admitting the material
       allegations of a petition filed against RoseStar in any bankruptcy,
       reorganization, or insolvency proceeding, or of an order, judgment, or
       on the application of a creditor, a decree shall be entered by any court
       of competent jurisdiction adjudicating Manager bankrupt or insolvent or
       approving a petition seeking reorganization of RoseStar or appointing a
       receiver, trustee, or liquidator of RoseStar or of all or a substantial
       part of its assets, and such order, judgment or decree shall continue
       unstayed and in effect for any period of 90 consecutive days.

       6.4    Intentionally Deleted.





                                       11
<PAGE>   12
       6.5    Effect of Termination.

              (a)    Upon the termination of this Agreement, RoseStar's
       obligation to pay Manager the Management Fee shall cease upon the  date
       of termination or resignation (the "Termination Date"), and except as
       provided herein, the parties shall have no further rights or obligations
       to the other.

              (b)    Notwithstanding the foregoing, the termination of this
       Agreement shall not affect (i) the rights of RoseStar or Manager with
       respect to any damages at law or in equity either may have suffered as a
       result of any breach of the Agreement by the other party hereto, (ii)
       the rights of RoseStar or Manager with respect to liability or claims
       accrued (including but not limited to reimbursement rights), or arising
       out of events occurring, prior to the Termination Date, (iii)  the
       indemnification or exoneration rights of Manager set forth in Sections
       8.5 and 8.6, (iv) the confidentiality obligations of Manager under
       Section 3.12, (v) the obligations of Manager under Section 6.6 of this
       Agreement, (vi) the obligations of Manager and its principals under
       Section 1.1(b), which shall survive as provided therein, and (vii) the
       provisions of this Section 6.5 and of Section 6.2.  The provisions of
       this Section 6.5 and of Sections  6.2, 6.3, 6.6, 3.12, 8.5 and 8.6 shall
       survive termination of this Agreement.

              (c)    Neither party to this Agreement shall be liable to any
       other party hereto for consequential or punitive damages arising as a
       result of a breach of this Agreement.

       6.6    Final Accounting.  Upon termination of this Agreement for any
reason, Manager shall not take or destroy any books, records, contracts,
receipts for deposits, unpaid bills, and other papers, documents or properties
and operating and maintenance information which relate to the Hotel, the Lease
or the Management Agreement or any personal property or equipment of the Hotel.
Manager shall convey to RoseStar all books and records pertaining to the Hotel,
the Lease or Management Agreement in its possession or under its control and
make a final accounting as promptly as practicable but in no event later than
60 days following the Termination Date.  Manager shall cooperate with RoseStar
and Manager's successor to assign contracts, transfer management
responsibilities, and otherwise to make best efforts to assure continued asset
management services  without interruption; without limiting the foregoing,
Manager shall not take any actions which might reasonably be expected to
interfere with or damage the continued operations of the Hotel or its
reputation and shall not make any disparaging public remarks about the Hotel,
RoseStar, or Manager's successor.  The provisions of this Section 6.6 shall
survive termination of this Agreement.





                                       12
<PAGE>   13



                                   ARTICLE 7

                                   ASSIGNMENT

       7.1    No Assignment by Manager or RoseStar.  This is a personal
services contract.  Manager may not assign its rights and obligations hereunder
without the prior written consent of RoseStar.  RoseStar may not assign its
rights or obligations hereunder without the prior written consent of Manager.
The assignment of this Agreement by RoseStar with Manager's consent shall not
be deemed to terminate this Agreement or to give Manager any right to receive a
Termination Fee.

       7.2    Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their respective legal
representatives, successors, and assigns.


                                   ARTICLE 8

                               GENERAL PROVISIONS

       8.1    Modification and Changes.  This Agreement cannot be altered,
amended, or modified except by another agreement in writing signed by Manager
and RoseStar.

       8.2    Understandings and Agreements. This Agreement (including Schedule
1 and Exhibit A attached hereto, which are incorporated herein by reference)
constitutes all of the understandings and agreements of whatsoever nature or
kind existing between the parties with respect to Manager's asset management
services to RoseStar in connection with the Hotel.  The Original RoseStar
Management Agreement is superseded in its entirety by this Agreement.

       8.3    Waiver.   No consent or waiver, express or implied, by any party
to this Agreement to or for any breach or default by any other party to this
Agreement in the performance by such other party of its obligations under this
Agreement shall be deemed or construed to be a consent or waiver to or of any
other breach or default in the performance by such other party of the same or
any other obligations of such other party under this Agreement.  Failure on the
part of any party to this Agreement to complain of any act or failure to act of
any other party to this Agreement or to declare any other party in default,
regardless of how long such failure continues, shall not constitute a waiver by
such party of his or its rights hereunder.

       8.4    Headings.  The Article and Section headings contained herein are
for convenience or reference only and are not intended to define, limit, or
describe the scope or intent of any provision of this Agreement.

       8.5    Indemnification of Manager.  Subject to the last paragraph of
this Section 8.5,  RoseStar shall indemnify and hold harmless the Manager as
follows:

              (a)    In any threatened, pending or completed action, suit or
       proceeding, whether civil, criminal, administrative, arbitrative or
       investigative, to which Manager was or is a party or is threatened to be
       made a party involving an alleged cause of action arising from the
       activities of Manager and which activities were on behalf of RoseStar or
       the Hotel or any





                                       13
<PAGE>   14
       appeal in such action, suit or proceeding or in any inquiry or
       investigation that could lead to such an action, suit or proceeding,
       RoseStar shall (except as otherwise provided in Section 8.5(c) below)
       indemnify Manager against any and all losses, claims, demands,
       liabilities, costs and expenses, including reasonable attorneys' fees,
       accountant's fees, judgments, penalties, fines and amounts paid in
       settlement, actually and reasonably incurred by Manager in connection
       with such action, suit or proceeding, (collectively "Losses"), WHETHER
       OR NOT RESULTING FROM OR ARISING OUT OF MANAGER'S MERE NEGLIGENCE,
       provided that (i) Manager acted in good faith, (ii) Manager acted in a
       manner it reasonably believed to be in the best interests of RoseStar,
       and (iii) Manager's conduct does not constitute a breach of a material
       provision of this Agreement and an act of gross negligence or willful or
       wanton misconduct or a material violation of any mortgage, deed of
       trust, or other security instrument, equipment lease, insurance contract
       or other material contract or agreement affecting the Hotel.  The
       termination of a proceeding by judgment, order, settlement, conviction
       or upon a plea of nolo contendere, or its equivalent, shall not, of
       itself, determine or create a presumption that Manager did not act in
       good faith and in a manner that he or it reasonably believed to be in
       the best interests of  RoseStar, nor shall any such termination of a
       proceeding, of itself, determine or create a presumption that Manager
       was grossly negligent or was guilty of willful or wanton misconduct or a
       breach of a material provision of this Agreement unless a specific
       finding to such effect is included in such judgment, order, settlement,
       conviction or plea.

              (b)    With respect to matters as to which Manager is entitled to
       indemnification hereunder, all reasonable expenses (including reasonable
       legal fees and expenses) incurred in defending any proceeding shall be
       paid by  RoseStar in advance of the final disposition of such proceeding
       upon receipt of an undertaking by or on behalf of Manager to repay such
       amount if it shall ultimately be determined, by a court of competent
       jurisdiction or otherwise, that Manager is not entitled to be
       indemnified by  RoseStar as authorized hereunder.

              (c)    Any such indemnification shall be made only out of the
       assets of  RoseStar, and in no event may Manager subject the members,
       managers, officers, directors, employees, affiliates or agents of
       RoseStar to personal liability by reason of these indemnification
       provisions.

              (d)    The indemnification provided by this Section 8.5 shall be
       in addition to any other rights to which Manager may be entitled, in any
       capacity, under any agreement, as a matter of law or otherwise and shall
       inure to the benefit of the heirs, successors, assigns and
       administrators of Manager.

              (e)    Manager shall not be denied indemnification in whole or in
       part under this Section 8.5 because Manager had an interest in the
       transaction with respect to which the indemnification applies if the
       transaction was otherwise permitted by the terms of this Agreement.

              (f)    The provisions of this Section 8.5 shall survive any
       termination of this Agreement.





                                       14
<PAGE>   15
Despite the foregoing, RoseStar shall have no obligation to indemnify Manager
under this Section 8.5 if and to the extent that Damages arise as a result of
or relate to Manager's bad faith, breach of  this Agreement or out of Manager's
willful or wanton misconduct or gross negligence.

       8.6    Exoneration.  Manager shall not be liable for obligations,
liabilities, losses or debts of RoseStar or damages caused by or resulting from
actions or omissions of RoseStar, except if and to the extent of obligations,
liabilities, losses, debts or damages that arise as a result of or relate to
Manager's bad faith, breach of  this Agreement or out of Manager's willful or
wanton misconduct or gross negligence.  Furthermore, Manager shall not be
liable to RoseStar for mistakes in judgement, for actions or inactions taken or
omitted for a purpose which Manager in good faith reasonably believed to be in
the best interest of RoseStar, for losses due to mistake, action or omission of
any agent provided that he shall have been selected and monitored by Manager in
good faith, if the same do not result from or involve gross negligence, willful
or wanton misconduct, or breach of a material provision of this Agreement.  The
provisions of this Section 8.6 shall survive any termination of this Agreement.

       8.7    Third Parties.  None of the obligations hereunder of either party
shall run to or be enforceable by any party other than the other party to this
Agreement or by a party deriving rights hereunder as a result of an assignment
permitted pursuant to the terms hereof.

       8.8    Governing Law.  THE VALIDITY, ENFORCEMENT, AND INTERPRETATION OF
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO ITS CHOICE OF LAW PRINCIPLES.

       8.9    Severability.  In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.

       8.10   Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original for all purposes and
all of which when taken together shall constitute a single counterpart
instrument. Executed signature pages to any counterpart instrument may be
detached and affixed to a single counterpart, which single counterpart with
multiple executed signature pages affixed thereto constitutes the original
counterpart instrument.  All of these counterpart pages shall be read as though
one and they shall have the same force and effect as if all of the parties had
executed a single signature page.

       8.11   Notice.  Any notice or communication hereunder or in any
agreement entered into in connection with the transactions contemplated hereby
must be in writing and given by depositing the same in the United States first
class mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, or by delivering the
same in person or by facsimile 





                                       15
<PAGE>   16
transmission, or by sending the same by reputable overnight courier.  Such
notice shall be deemed received on the date on which it is hand-delivered or
received by facsimile transmission, on the third business day following the date
on which it is so mailed, or on the business day next following the date on
which it is sent by overnight courier.  For purposes of notice, the addresses
of the parties shall be:

              If to RoseStar:              RoseStar Management LLC

                                           
                                           ---------------------------
                                           Fort Worth, Texas 76102
                                           Attention: 
                                                     -----------------
                                           Facsimile:
                                                     -----------------

              If to Manager:               The Varma Group, Inc.
                                           777 Main Street, Suite 2680
                                           Fort Worth, Texas 76102
                                           Facsimile: 817 878 0469
                                           Attention: Johanna Varma

Any party may change its address for notice by written notice given to the
other parties in accordance with this section.





                                       16
<PAGE>   17
              8.12   Arbitration.  Upon the demand of either party, whether
made before or after the institution of any judicial proceeding, any
controversy or claim whatsoever arising out of or relating to this Agreement or
the breach or alleged breach thereof, the performance or nonperformance of any
terms hereof, or the relationship between the parties created by or arising out
of this Agreement, shall be settled by binding arbitration in Fort Worth,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgement upon the award rendered by the
arbitrator or arbitrators may be entered in any court having jurisdiction
thereof.

       IN WITNESS WHEREOF, this Asset Management Agreement is executed as of
the date first above written.

                                   ROSESTAR:

                                   ROSESTAR MANAGEMENT LLC


                                   By:
                                      ----------------------------------
                                   Its:                                        

                                   MANAGER:

                                   THE VARMA GROUP, INC.


                                   By:
                                      ----------------------------------
                                      Johanna Varma, President





                                       17
<PAGE>   18
                                   SCHEDULE 1

                                 Managed Assets

       RoseStar's interests as lessee under that Amended and Restated Lease
Agreement between Crescent Real Estate Equities Limited Partnership and
RoseStar Management, LLC, dated June 30, 1995.





                                       18
<PAGE>   19
                                  EXHIBIT "A"

                                    Reports


In accordance with Section 3.6, Manager shall prepare and submit to RoseStar
the following reports with respect to the Hotel:

                     A.     Financial Statements as required by the  Lease
                     B.     Capital Projects progress reports
                     C.     Comparisons of actual to projected operational
                            results and budgets





                                       19