<PAGE>   1
                                                                   EXHIBIT 10.11


                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT ("Agreement") dated as of September 22, 1997,
is by and between COI HOTEL GROUP, INC., a Texas corporation (the "Debtor") and
CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited
partnership ("Secured Party").


                                R E C I T A L S:

         A.      Debtor has executed a Promissory Note dated of even date
herewith payable to the order of Secured Party in the principal amount of
$1,000,000.00 (such promissory note, as the same may be amended or modified
from time to time, shall be hereinafter referred to as the "Note").

         B.      Secured Party has conditioned its obligations under the Note
upon, among other things, the execution and delivery of this Agreement by
Debtor.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                   ARTICLE I

                               SECURITY INTEREST

         1.1.  Security Interest.  Debtor hereby grants to Secured Party a
security interest in the instrument set forth on Exhibit 1.1 hereto (such
property being hereinafter sometimes called the "Collateral").

         1.2.  Obligations.  The Collateral shall secure the following
obligations ("Obligations"):

                          (i)    all obligations and indebtedness of Debtor 
                 to Secured Party evidenced by the Note;

                          (ii)   all costs and expenses, including, without 
                 limitation, all attorneys' fees and legal expenses, incurred
                 by Secured Party to preserve and maintain the Collateral, 
                 collect the obligations herein described, and enforce this 
                 Agreement; and

                          (iii)  all extensions, renewals, and modifications 
                 of any of the foregoing.



                                     -1-
<PAGE>   2
                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         To induce Secured Party to enter into this Agreement, Debtor
represents and warrants to Secured Party that:

         2.1.  Title.  Except for the security interest granted herein, Debtor
owns, and with respect to Collateral acquired after the date hereof Debtor will
own, the Collateral free and clear of any lien, security interest, or other
encumbrance.

         2.2.  Financing Statements.  No financing statement, security
agreement, or other lien instrument covering all or any part of the Collateral
is on file in any public office, except as may have been filed in favor of
Secured Party.

         2.3.  Organization and Authority.  Debtor is a corporation duly
organized, validly existing, and in good standing under the laws of the state
of Delaware.  Debtor has the corporate power and authority to execute, deliver
and perform this Agreement, and the execution, delivery, and performance of
this Agreement by Debtor has been authorized by all necessary corporate action
on the part of Debtor and does not and will not violate any law, rule or
regulation or the Articles of Incorporation or Bylaws of Debtor and does not
and will not conflict with, result in a breach of, or constitute a default
under the provisions of any indenture, mortgage, deed of trust, security
agreement, or other instrument or agreement pursuant to which Debtor or any of
its property is bound.

         2.4.  Location of Collateral.  All Collateral of Debtor is located at
306 W. Seventh, Suite 1025, Fort Worth, Texas 76102.


                                  ARTICLE III

                                   COVENANTS

         Debtor covenants and agrees with Secured Party that until the
Obligations are paid and performed in full:

         3.1.  Encumbrances.  Debtor shall not create, permit or suffer to
exist, and shall defend the Collateral against, any lien, security interest, or
other encumbrance on the Collateral except the security interest of Secured
Party hereunder, and shall defend Debtor's rights in the Collateral and Secured
Party's security interest in the Collateral against the claims of all persons
and entities.

         3.2.  Modification of Collateral.  Debtor shall do nothing to impair
the rights of Secured Party in the Collateral.

         3.3.  Further Assurances.  Any time and from time to time, upon the
request of Secured Party, and at the sole expense of Debtor, Debtor shall
promptly execute and deliver all such further instruments and documents and
take such further action as Secured Party may deem necessary or desirable to
preserve and perfect its security





                                      -2-
<PAGE>   3
interest in the Collateral and carry out the provisions and purposes of this
Agreement, including, without limitation, the execution and filing of such
financing statements as Secured Party may require.  A carbon, photographic, or
other reproduction of this Agreement or of any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement and
may be filed as a financing statement.  Debtor shall promptly endorse and
deliver to Secured Party all documents, instruments, and chattel paper that it
now owns or may hereafter acquire.

         3.4.  Inspection Rights.  Debtor shall permit Secured Party and its
representatives to examine, inspect, and copy Debtor's books and records at any
reasonable time and as often as Secured Party may desire during normal business
hours.

         3.5.  Notification.  Debtor shall promptly notify Secured Party of (i)
any lien, security interest, encumbrance, or claim made or threatened against
the Collateral, and (ii) any material change in the Collateral, including,
without limitation, any material damage to or loss of the Collateral.

         3.6.  Corporate Changes.  Debtor shall not change its name, identity,
or corporate structure in any manner that might make any financing statement
filed in connection with this Agreement seriously misleading unless Debtor
shall have given Secured Party thirty (30) days prior written notice thereof
and shall have taken all action deemed necessary or desirable by Secured Party
to make each financing statement not seriously misleading.  Debtor shall not
change its principal place of business, chief executive office, or the place
where it keeps its books and records unless it shall have given Secured Party
thirty (30) days prior written notice thereof and shall have taken all action
deemed necessary or desirable by Secured Party to cause its security interest
in the Collateral to be perfected with the priority required by this Agreement.

         3.7.  Books and Records; Information.  Debtor shall keep accurate and
complete books and records of the Collateral.  Debtor shall from time to time
at the request of Secured Party deliver to Secured Party such information
regarding the Collateral and Debtor as Secured Party may request, including,
without limitation, lists and descriptions of the Collateral and evidence of
the identity and existence of the Collateral.  Debtor shall mark its books and
records to reflect the security interest of Secured Party under this Agreement.


                                   ARTICLE IV

                            RIGHTS OF SECURED PARTY

         4.1.  Power of Attorney.  Debtor hereby irrevocably constitutes and
appoints Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the name of Debtor or in its own name, to take, after
the occurrence of an Event of Default (hereinafter defined), and after the
expiration of ten (10) days after Secured Party has given Debtor notice of its
intent to exercise its rights granted under this Section 4.1 if such Event of
Default remains uncured, any and all action and to execute any and all





                                      -3-
<PAGE>   4
documents and instruments which Secured Party at any time and from time to time
deems necessary or desirable to accomplish the purposes of this Agreement and,
without limiting the generality of the foregoing, Debtor hereby gives Secured
Party the power and right on behalf of Debtor and in its own name to do any of
the following, without notice to or the consent of Debtor:

                 (a)      to pay or discharge taxes, liens, security interests,
         or other encumbrances levied or placed on or threatened against the
         Collateral;

                 (b)      (i) to commence and prosecute any suit, action, or
         proceeding at law or in equity in any court of competent jurisdiction
         to collect the Collateral or any part thereof and to enforce any other
         right in respect of any Collateral; (ii) to defend any suit, action,
         or proceeding brought against Debtor with respect to any Collateral;
         (iii) to settle, compromise, or adjust any suit, action, or proceeding
         described above and, in connection therewith, to give such discharges
         or releases as Secured Party may deem appropriate; (iv) to exchange
         any of the Collateral for other property upon any merger,
         consolidation, reorganization, recapitalization, or other readjustment
         of the issuer thereof and, in connection therewith, deposit any of the
         Collateral with any committee, depositary or other designated agency
         upon such terms as Secured Party may determine; (v) to renew, extend,
         or otherwise change the terms and conditions of any of the Collateral
         or obligations; (vii) to insure, and to make, settle, compromise, or
         adjust claims under any insurance policy covering, any of the
         Collateral; and (viii) to sell, transfer, pledge, make any agreement
         with respect to or otherwise deal with any of the Collateral as fully
         and completely as though Secured Party were the absolute owner thereof
         for all purposes, and to do, at Secured Party's option and Debtor's
         expense, at any time, or from time to time, all acts and things which
         Secured Party deems necessary to protect, preserve, or realize upon
         the Collateral and Secured Party's security interest therein.

         This power of attorney is a power coupled with an interest and shall
be irrevocable.  Secured Party shall be under no duty to exercise or withhold
the exercise of any of the rights, powers, privileges, and options expressly or
implicitly granted to Secured Party in this Agreement, and shall not be liable
for any failure to do so or any delay in doing so.  Secured Party shall not be
liable for any act or omission or for any error of judgment or any mistake of
fact or law in its individual capacity or in its capacity as attorney-in-fact
except acts or omissions resulting from its gross negligence and willful
misconduct.  This power of attorney is conferred on Secured Party solely to
protect, preserve, and realize upon its security interest in the Collateral.
Secured Party shall not be responsible for any decline in the value of the
Collateral and shall not be required to take any steps to preserve rights
against prior parties or to protect, preserve rights against prior parties or
to protect, preserve, or maintain any security interest or lien given to secure
the Collateral.

         4.2.  Performance by Secured Party.  If Debtor fails to perform or
comply with any of its agreements contained herein, Secured Party itself may,
at its sole discretion, cause or attempt to cause performance or compliance
with such agreement and the expenses of Secured Party, together with interest
thereon at the maximum nonusurious per annum rate permitted by applicable law,
shall be payable by Debtor to Secured





                                      -4-
<PAGE>   5
Party on demand and shall constitute Obligations secured by this Agreement.
Notwithstanding the foregoing, it is expressly agreed that Secured Party shall
not have any liability or responsibility for the performance of any obligation
of Debtor under this Agreement.

         4.3.  Assignment by Secured Party.  Secured Party may from time to
time assign the obligations and any portion thereof and the Collateral and any
portion thereof, and the assignee shall be entitled to all of the rights and
remedies of Secured Party under this Agreement in relation thereto.


                                   ARTICLE V

                                    DEFAULT

         5.1.  Events of Default.  The Debtor will be in default under this
Agreement upon the happening of any condition or event stated below (herein
called an "Event of Default"):

                 a)       The Debtor defaults in the punctual performance of
         any obligation, covenant, term, or provision contained or referred to
         in this Agreement or in the Note secured hereby and such default
         continues for a period of ten (10) days after written notice from
         Secured Party;

                 b)       Any warranty, representation, or statement contained
         in this Agreement or made or furnished to the Secured Party by or on
         behalf of the Debtor in connection with this Agreement or to induce
         the Secured Party to make a loan to the Debtor proves to have been
         false in any material respect when made or furnished;

                 c)       There occurs any loss (except loss of Collateral by
         Secured Party), theft, substantial damage, destruction, sale (except
         as authorized in this Agreement), or encumbrance (except as authorized
         in this Agreement) to or of any material portion of the Collateral or
         the making of any levy, seizure, or attachment thereof or thereon; or

                 d)       The dissolution, termination of the existence,
         insolvency or business failure of the Debtor; the appointment of a
         receiver of all or any part of the property of Debtor; an assignment
         for the benefit of creditors of the Debtor; or the commencement of any
         proceeding under any bankruptcy or insolvency laws by or against the
         Debtor or any guarantor or surety for the Debtor.

                 e)       Any statement of the financial condition of the
         Debtor of any liability of the Debtor to the Secured Party submitted
         to the Secured Party by the Debtor proves to be false or misleading in
         any respect.

         5.2.  Default and Remedies.  Upon the occurrence of an Event of
Default, Secured Party shall have the following rights and remedies:





                                      -5-
<PAGE>   6
                 (a)      Secured Party may declare the Obligations or any part
         thereof immediately due and payable, without notice, demand,
         presentment, notice of dishonor, notice of acceleration, notice of
         intent to accelerate, notice of intent to demand, protest, or other
         formalities of any kind, all of which are hereby expressly waived by
         Debtor.

                 (b)      In addition to all other rights and remedies granted
         to Secured Party in this Agreement and in any other instrument or
         agreement securing, evidencing, or relating to the Obligations or any
         part thereof, Secured Party shall have all of the rights and remedies
         of a secured party under the Uniform Commercial Code as adopted by the
         State of Texas.  Without limiting the generality of the foregoing,
         Secured Party may (i) without demand or notice to Debtor, collect,
         receive, or take possession of the Collateral or any part thereof and
         for that purpose Secured Party may enter upon any premises on which
         the Collateral is located and remove the Collateral therefrom or
         render it inoperable, and/or (ii) sell, lease, or otherwise dispose of
         the Collateral, or any part thereof, in one or more parcels at public
         or private sale or sales, at Secured Party's offices or elsewhere, for
         cash, on credit, or for future delivery.  Upon the request of Secured
         Party, Debtor shall assemble the Collateral and make it available to
         Secured Party at any place designated by Secured Party that is
         reasonably convenient to Debtor and Secured Party.  Debtor agrees that
         Secured Party shall not be obligated to give more than fifteen (15)
         days written notice of the time and place of any public sale or of the
         time after which any private sale may take place and that such notice
         shall constitute reasonable notice of such matters.  Debtor shall be
         liable for all expenses of retaking, holding, preparing for sale, or
         the like, and all attorneys' fees, legal expenses, and all other costs
         and expenses incurred by Secured Party in connection with the
         collection of the Obligations and the enforcement of Secured Party's
         rights under this Agreement.  Secured Party may apply the Collateral
         against the obligations in such order and manner as Secured Party may
         elect in its sole discretion.  Debtor shall remain liable for any
         deficiency if the proceeds of any sale or disposition of the
         Collateral are insufficient to pay the Obligations in full.  Debtor
         waives all rights of marshalling in respect of the Collateral.

                 (c)      Secured Party may cause any or all of the Collateral
         held by it to be transferred into the name of Secured Party or the
         name or names of Secured Party's nominee or nominees.


                                   ARTICLE VI

                                 MISCELLANEOUS

         6.1.  Expenses.  Debtor agrees to pay on demand all costs and expenses
incurred by Secured Party in connection with the preparation, negotiation,
execution and enforcement of this Agreement and any and all amendments,
modifications, and supplements hereto; provided, however, such costs and
expenses shall not exceed the Debtor's prorata portion of the total costs and
expenses incurred by Secured Party in connection with the closing of the
transaction contemplated in the Purchase and Sale





                                      -6-
<PAGE>   7
Contract dated as of August 3, 1997, by and between JMB/Houston Center Partners
Limited Partnership and Secured Party, as same may have been amended.

         6.2.  No Waiver; Cumulative Remedies.  No failure on the part of
Secured Party to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power, or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power, or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege.  The
rights and remedies provided for in this Agreement are expressly subject to the
non-recourse provisions of the Note.

         6.3.  Successors and Assigns.  This Agreement shall be binding upon
and inure to the benefit of Debtor and Secured Party and their respective
successors, and assigns, except that Debtor may not assign any of its rights or
obligations under this Agreement without the prior written consent of Secured
Party.

         6.4.  Notices.  All notices and other communications provided for in
this Agreement must be in writing and delivered in person or mailed by
registered or certified mail, return receipt requested, postage prepaid to the
addresses set forth on the signature page hereto.  Any such notice, consent or
other communication shall be deemed given when delivered in person or, if
mailed, when duly deposited in the mail.

         6.5.  APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.

         6.6.  Headings.  The headings, captions, and arrangements used in this
Agreement are for convenience only and shall not affect the interpretation of
this Agreement.

         6.7.  Survival of Representations and Warranties.  All representations
and warranties made in this Agreement or in any certificate delivered pursuant
hereto shall survive the execution and delivery of this Agreement, and no
investigation by Secured Party shall affect the representations and warranties
or the right of Secured Party to rely upon them.

         6.8.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         6.9.  Waiver of Bond.  In the event Secured Party seeks to take
possession of any or all of the Collateral by judicial process, Debtor hereby
irrevocably waives any bonds and any surety or security relating thereto that
may be required by applicable law as an incident to such possession, and waives
any demand for possession prior to the commencement of any such suit or action.

         6.10  Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining





                                      -7-
<PAGE>   8
provisions of this Agreement, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

         6.11.  Obligations Absolute.  The obligations of Debtor under this
Agreement shall be absolute and unconditional and shall not be released,
discharged, reduced, or in any way impaired by any circumstance whatsoever,
including, without limitation, any amendment, modification, extension, or
renewal of this Agreement, the Obligations, or any document or instrument
evidencing, securing, or otherwise relating to the Obligations, or any release
or subordination of collateral, or any waiver, consent, extension, indulgence,
compromise, settlement, or other action or inaction in respect of this
Agreement, the Obligations, or any document or instrument evidencing, securing,
or otherwise relating to the Obligations, or any exercise or failure to
exercise any right, remedy, power, or privilege in respect of the Obligations.

         6.12. AMENDMENT; ENTIRE AGREEMENT.  THIS AGREEMENT EMBODIES THE FINAL,
ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN
OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
AMONG THE PARTIES HERETO.  The provisions of this Agreement may be amended or
waived only by an instrument in writing signed by the parties hereto.


            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]





                                      -8-
<PAGE>   9
         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.

                                        DEBTOR:

                                        COI HOTEL GROUP, INC., a Texas
                                        corporation


                                        By:
                                           ----------------------------
                                        Name:    Jeffrey L. Stevens
                                        Title:   President

                                        Address for Notices:
                                        306 W. Seventh, Suite 1025
                                        Fort Worth, Texas 76102
                                        Fax No.: (817) 339-1001
                                        Telephone No.: (817) ________
                                        Attention:     Jeffrey L. Stevens


                                        SECURED PARTY:

                                        CRESCENT REAL ESTATE EQUITIES LIMITED
                                        PARTNERSHIP, a Delaware limited 
                                        partnership

                                        By:  Crescent Real Estate Equities,
                                             Ltd., a Delaware corporation,
                                             its sole general partner


                                        By:
                                           ----------------------------
                                        Name: William D. Miller
                                        Title: Senior Vice President,
                                               Administration

                                        Address for Notices:
                                        306 W. Seventh, Suite 1025
                                        Fort Worth, Texas 76102
                                        Fax No.: (817) 878-0429
                                        Telephone No.: (817) 877-0477
                                        Attention:     William D. Miller





                                      -9-
<PAGE>   10
                                 EXHIBIT 1.1

                                 COLLATERAL


          Promissory Note dated as of September 22, 1997 in the principal
amount of $5,000,000 from THE HOUSTON CENTER ATHLETIC CLUB VENTURE, a Texas
joint venture ("HCAC"), payable to the order of JMB/HOUSTON CENTER PARTNERS
LIMITED PARTNERSHIP, an Illinois limited partnership ("JMB"), said note being
hereinafter referred to as the "HCAC Note".  The HCAC Note was transferred by
JMB to Debtor by assignment dated of even date herewith and it replaces that
certain promissory note dated December 28, 1989 from HCAC payable to the order
of JMB which has been lost and cannot be located.





                                      -10-
<PAGE>   11
                                PROMISSORY NOTE


September 22, 1997                                                   $800,000.00


       FOR VALUE RECEIVED, the undersigned COI HOTEL GROUP, INC., a Texas
corporation, promises to pay to the order of CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP, a Delaware limited partnership, at 777 Main Street, Suite
2100, Fort Worth, Texas 76102, or at such other place as the holder hereof may
from time to time designate in writing, the principal sum of Eight Hundred
Thousand and No/100 Dollars ($800,000.00), with interest thereon from the date
hereof at the rate of eight and one-half percent (8.5%) per annum, to be paid
in lawful money of the United States of America as follows:

       A payment of interest only on the unpaid principal balance of this Note
shall be due and payable on October 1, 1997.  Thereafter, monthly installments
of principal and interest in the amount of $16,413.24 each shall be payable
commencing on the first day of November, 1997, and continuing on the first day
of each calendar month thereafter until September 22, 2002, when the unpaid
principal balance of this Note and all accrued but unpaid interest shall be
finally due and payable.

       The undersigned 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.

       At the option of the holder hereof, if any payment of principal or
interest shall not be made as the same becomes due and payable, interest shall
be payable on the principal portion of such defaulted payment and, to the
extent permitted by law, on the interest portion of such defaulted payment, at
a rate which is the lesser of eighteen percent (18%) per annum or the Maximum
Rate (as hereinafter defined).  The undersigned shall be liable for all costs
(including specifically, without limitation, reasonable attorneys' fees)
incurred by the holder hereof in collecting or enforcing payment hereof.

       As to this Note, the undersigned and all endorsers severally waive all
applicable exemption rights, whether under the state Constitution, homestead
laws or otherwise, and also severally waive valuation and appraisement,
presentment, protest and demand, notice of intent to accelerate, notice of
acceleration, notice of protest, demand and dishonor and nonpayment of this
Note, and expressly agree that the maturity of this Note, or any payment
hereunder, may be extended from time to time without in any way affecting the
liability of the undersigned or said endorsers.

       All agreements between the undersigned and the holder hereof, whether
now existing or hereafter arising and whether written or oral, are expressly
limited so that in no contingency or event whatsoever, whether by reason of
acceleration of the maturity hereof, or otherwise, shall the amount paid or
agreed to be paid to the holder hereof for the use, forbearance or detention of
the money to be loaned hereunder or otherwise or for the performance or payment
of any covenant or obligation contained herein or in any other document
evidencing, securing or pertaining to the indebtedness evidenced hereby, exceed
the





PROMISSORY NOTE - Page 1


<PAGE>   12
Maximum Rate.  The term "Maximum Rate" shall mean a rate of interest equal to
the highest rate of interest permitted by applicable state or federal law,
whichever law allows the greater rate of interest.  If from any circumstances
whatsoever fulfillment of any provision hereof or of any such other document,
at the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by law, then, ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity, and
if from any such circumstance the holder hereof shall ever receive anything of
value deemed interest by applicable law which would exceed the Maximum Rate, an
amount equal to any excessive interest shall be applied to the reduction of the
principal amount owing hereunder or on account of any other principal
indebtedness of the undersigned to the holder hereof, and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
hereof and such other indebtedness, such excess shall be refunded to the
undersigned.  In determining if from any such specific circumstance the holder
hereof shall have received anything of value deemed interest by applicable law
which would exceed the Maximum Rate, the undersigned and the holder hereof
shall, to the maximum extent permissible under applicable law, (a) characterize
any non-principal payment as an expense fee or premium rather than as interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate and spread all sums paid or agreed to be paid throughout the
full term of such indebtedness until payment in full so that the rate of
interest on account of such indebtedness is uniform throughout the term
thereof; provided, however, that if such indebtedness is paid and performed in
full prior to the end of the full contemplated term thereof, and the holder
hereof shall have received anything of value deemed interest by applicable law
which would exceed the Maximum Rate for the actual period of such indebtedness,
the holder hereof shall apply such amounts as hereinabove provided, and, in
such event, the holder hereof shall not be subject to any penalty for
contracting for, charging or receiving interest in excess of the Maximum Rate.
The terms and provisions of this paragraph shall control and supersede every
other provision of all agreements between the undersigned and the holder
hereof.

       Payment of this Note is secured by a security interest in the property
described in a Security Agreement (the "Security Agreement") of even date
herewith from Maker to holder.

       Except as provided below, the liability of Maker for payment of the
indebtedness evidenced by this Note shall be limited to the Collateral, (as
that term is defined in the Security Agreement).  The holder agrees not to seek
or obtain any deficiency or personal judgment against Maker except such
judgment or decree as may be necessary to obtain Maker's interest in the
Collateral.  The foregoing limitation of Maker's liability shall not apply to,
and regardless of the sale or other disposition of the Collateral, Maker shall
remain personally liable for any loss, damage or expense, including reasonable
attorney's fees, suffered by the holder as a result of any of the following
(collectively, the "Recourse Obligations"):

       (a)    any waste or intentional or willful destruction of any of the
Collateral by Maker or its agents and contractors; or

       (b)    any fraud or intentional or willful misrepresentation, by any
party (other than the holder) executing this Note or the Security Agreement
(even if other than Maker) or any successor or permitted assign thereof; or

       (c)    any misapplication of the gross proceeds from any of the
Collateral.





PROMISSORY NOTE - Page 2
<PAGE>   13
       The provisions of this Note shall be construed in accordance with the
laws of the State of Texas.

       IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned as of the date set forth above.


                                           COI HOTEL GROUP, INC.,
                                           a Texas corporation

                                           By:
                                               -------------------------
                                           Name: Jeffrey L. Stevens
                                                 -----------------------
                                           Title: President
                                                  ----------------------




PROMISSORY NOTE - Page 3