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                                                                   EXHIBIT 10.52

                               SECURITY AGREEMENT
                             (Partnership Interests)

                                                            Date: July 28, 1998


A.   PARTIES

     1.       Secured Party:   CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
                                        777 Main Street, Suite 2100
                                        Fort Worth, TX  76102

     2.       Debtor (whether
              one or more):             CRL INVESTMENTS, INC.
                                        C/O Crescent Operating, Inc.
                                        306 West 7th Street, Suite 1025
                                        Fort Worth , Texas 76102
                                        Attention:  Jeffrey L. Stevens

B.   AGREEMENT

     1. Security Interest. Subject to the applicable terms of this Security
Agreement, Debtor grants to Secured Party a security interest in the Collateral
(hereinafter defined) to secure the payment of the Obligations (hereinafter
defined).

C.   OBLIGATIONS

     1.       Description  of  Obligations.  The  following  obligations  
("Obligations")  are  secured  by  this  Security Agreement:

              a. The debt, obligations, liabilities and agreements of Debtor
     under (i) that Line of Credit Note in the principal sum of $7,000,000.00
     executed by Debtor of even date herewith, bearing interest and being
     payable to the order of Secured Party as therein provided (the "Note"),
     (ii) that Credit Agreement ("Credit Agreement") executed by Debtor and
     Secured Party of even date herewith, (iii) all other documents evidencing,
     governing, securing or otherwise pertaining to the indebtedness evidenced
     by the Note (the Note, Credit Agreement and all other such documents being
     called "Loan Documents"), and (iv) all renewals, extensions, modifications
     or rearrangements of the foregoing.

              b. All costs incurred by Secured Party to obtain, preserve,
     perfect and enforce this Security Agreement and collect the Obligations,
     and maintain, preserve, collect and enforce the Collateral (hereinafter
     defined), including but not limited to reasonable attorneys' fees and legal
     expenses and expenses of sale.

              c. Interest on the above amounts at the Default Rate as defined in
     the Note.

              d. All debt, obligations and liabilities of Debtor to Secured
     Party of the kinds described in this Item C., now existing or hereafter
     arising.



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D.   COLLATERAL

     1. Description of the Collateral. Debtor assigns to Secured Party and
grants to Secured Party security interests in the following, whether now
existing or hereafter arising (the "Collateral"):

              a. All of the rights and interests of Debtor as a member of CR
     License, LLC, an Arizona limited liability company ("CR License"),
     including, without limitation, Debtor's rights as a member to receive
     distributions of any sale, exchange, refinancing or other disposition of
     property owned by CR License under the Operating Agreement dated as of
     ________, 1997, as amended from time to time (the "CR License Operating
     Agreement"), and all other profits, income, and distributions, whether in
     cash or in kind, owing to Debtor under the CR License Operating Agreement.

              b. All of the rights and interests of Debtor as a member of CR Las
     Vegas, LLC, an Arizona limited liability company ("CR Las Vegas," and
     together with CR License, the "Partnerships"), including, without
     limitation, Debtor's rights as a member to receive distributions of any
     sale, exchange, refinancing or other disposition of property owned by CR
     License under the Operating Agreement dated as of May 28, 1998, as amended
     from time to time (the "CR Las Vegas Operating Agreement," and together
     with the CR License Operating Agreement, the "Partnership Agreements"), and
     all other profits, income, and distributions, whether in cash or in kind,
     owing to Debtor under the CR Las Vegas Operating Agreement.

              c. All present and future rights and interests Debtor may have or
     be or become entitled to in the real and personal property (the "Collateral
     Property") now or hereafter owned by a Partnership.

              d. All present and future proceeds, profits, combinations,
     reclassification, improvements, and products of, accessions, attachments,
     and other additions to, and substitutes and replacements for, all or any
     part of the Collateral described herein.

              e. All present and future accounts, contract rights, general
     intangibles, chattel paper, documents, instruments, cash and noncash
     Proceeds, and other rights arising from or by virtue of, or from the
     voluntary or involuntary sale, lease, or other disposition of, or
     collections with respect to, or insurance or condemnation proceeds payable
     with respect to, or proceeds payable by virtue of warranty, indemnity,
     guaranty, or other claims, causes and rights of action, settlements
     thereof, judicial and arbitration judgments and awards against any person
     with respect to, all or any part of the Collateral or the Collateral
     Property described herein. As used herein, the term "Proceeds" shall have
     the meaning assigned to it under the UCC and, to the extent not otherwise
     included, shall include, but not be limited to, (i) all income, revenues,
     fees, distributions, reimbursements and payments from whatever source
     received by, or on behalf of Debtor, in respect of the Collateral, (ii) any
     and all payments (in any form whatsoever) made or due and payable to Debtor
     from time to time in connection with any casualty with respect to the
     Collateral Property or any of the Collateral (whether or not pursuant to an
     insurance policy), or any requisition, confiscation, condemnation, seizure
     or forfeiture of all or any part of the Collateral by any governmental
     authority, (iii) all claims of Debtor for losses or damages arising out of
     or related to or for any breach of any agreements, covenants,
     representations or warranties or any default under any of the Collateral
     described herein, and (iv) any and all other amounts from time, to time
     paid or payable to, or on behalf of, Debtor under, or in connection with,
     any of the Collateral.




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              f. All present and future security for the payment to Debtor of
     any of the Collateral described herein and goods which gave, or will give,
     rise to any of such Collateral or are evidenced, identified, or represented
     therein or thereby.

     The description of Collateral contained in this paragraph shall not be
deemed to permit any action prohibited by this Security Agreement or by terms
incorporated in this Security Agreement. Portions of the Collateral constitute
accounts, contract rights, general intangibles, chattel paper, documents or
instruments, and all books and records of Debtor concerning such Collateral are,
and shall be, located at the offices of the Debtor specified above.

E.   DEBTOR'S WARRANTIES

     Debtor represents, warrants, and covenants to Secured Party now and so long
as any Obligations secured hereby are outstanding as follows:

     1. No financing statement covering any portion of the Collateral is on file
in any public office, except the financing statements relating to this security
interest created hereunder.

     2. Debtor is the sole owner of the Collateral and each item constituting
the Collateral, free and clear of all liens except for the security interest
granted to Secured Party pursuant to this Security Agreement.

     3. All actions necessary or desirable to perfect the Security Interest in
the Collateral in each state in which any portion of the Collateral is or will
be located have been, or will forthwith be, duly taken.

     4. Each of the Partnership Agreement is in full force and effect and, to
the knowledge of Debtor, there exists no material default thereunder, or event
or condition which, with the passage of time or the giving of notice, or both,
would constitute a material default thereunder.

     5. Neither of the Partnership Agreements shall be amended or modified in
any manner that would materially affect Debtor's interest thereunder, or in any
manner which would materially impair or adversely affect the Collateral, nor
shall Debtor consent to any such amendment without the prior written consent of
Secured Party.

     6. There is no condition, circumstance, event, agreement, document,
instrument, restriction, litigation or other proceeding and, to the best of
Debtor's knowledge, there is no threatened litigation or proceeding or basis
therefor, which could materially adversely affect the validity or priority of
the liens and security interests granted, or intended to be granted, hereunder
when executed, delivered, recorded and filed as required hereunder, or that
could materially adversely affect the ability of Debtor to perform its
obligations hereunder and under the other Loan Documents to which Debtor is a
party, or which would constitute an Event of Default.

     7. The Partnerships and Debtor have fully complied with all requirements
imposed on them in connection with (a) the organization and formation of the
Partnerships, and (b) the sale, distribution and offer of interests in the
Partnerships.







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F.   DEBTOR'S COVENANTS

     Debtor covenants to Secured Party and agrees with Secured Party as follows:

     1. Debtor shall promptly perform all of Debtor's agreements herein, and any
other agreements between Debtor and Secured Party.

     2. Debtor shall defend the Collateral against all claims and demands of all
persons at any time claiming the same or any interest therein adverse to Secured
Party.

     3. Debtor shall keep the Collateral free from liens and other security
interests (except liens for taxes not yet due), and shall not create or suffer
to exist any lien or security interest in the Collateral hereafter acquired
except for the security interests hereby granted. Debtor shall not file, or
permit to be filed, any financing statements or other security instruments,
covering the Collateral, unless by, or on behalf of, Secured Party in connection
with this Security Agreement or to effectuate the assignment to Debtor of the
financing statements currently of record against the Collateral.

     4. Debtor shall pay all costs necessary to obtain, preserve, perfect,
defend and enforce the security interests hereby granted, collect the sums owing
under the Collateral Loan Documents, and preserve, defend, enforce, service and
collect the Collateral, including specifically, but without limitation, the
payment of taxes, assessments, reasonable attorneys' fees and legal expenses,
and expenses of sales. If Debtor shall have failed to pay such costs and
expenses within five (5) days after request by Secured Party, Secured Party may,
at its option, pay any such costs and expenses, and discharge encumbrances on
the Collateral. Debtor agrees to reimburse the Secured Party on demand for any
costs so incurred, and, until such reimbursement, the amount of any such payment
shall be a part of the Obligation.

     5. Prior to or immediately following the occurrence thereof, Debtor will
notify the Secured Party of (i) any material adverse change occurring in or to
any of the Collateral, (ii) any change in Debtor's office address or mailing
address, (iii) any material change in any fact or circumstance warranted or
represented by Debtor in this Security Agreement or furnished to the Secured
Party by Debtor, (iv) any Event of Default or (v) any notices, communications,
or correspondence to be or which have been delivered to Debtor under the
Partnership Agreements and deliver to Secured Party copies thereof.

     6. Debtor shall execute and deliver to Secured Party a financing statement
for filing to perfect the security interests hereunder and any other papers
furnished by Secured Party which are necessary in the judgment of Secured Party
to obtain, maintain and perfect the security interest hereunder and to enable
Secured Party to comply with any applicable federal or state law in order to
obtain or perfect Secured Party's interest in the Collateral. Debtor shall have
each Partnership make appropriate entries in its partnership records to reflect
the existence of the security interest granted hereby in the Collateral.

     7. Debtor shall cause each Partnership to comply with all of the
representations, warranties, covenants, agreements, indemnities and terms
contained in Partnership's Organizational Documents and all other material
agreements to which it is bound and enforce each Partnership's rights under all
material agreements by which it is bound, in a timely manner, consistent with
prudent practices and all applicable laws, and also as required by Secured
Party.



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     8. Debtor shall fully perform all of Debtor's duties under and in
connection with each transaction to which the Collateral, or any part thereof,
relates, so that the amounts thereof shall actually become payable in their
entirety to Secured Party.

     9. Debtor shall promptly notify Secured Party of any claim, action, or
proceeding affecting title to all or any of the Collateral or the security
interest and, at the request of Secured Party, appear in and defend, at Debtor's
expense, any such claim, action, demand or proceeding.

     10. At Debtor's expense and upon Secured Party's request, after an Event of
Default, Debtor shall file or cause to be filed such applications and take such
other actions as Secured Party may request to obtain the consent or approval of
any governmental authority to Secured Party's rights hereunder, including,
without limitation, the right to sell all of the Collateral upon an Event of
Default without additional consent or approval from such governmental authority
(and, because Debtor agrees that Secured Party's remedies at law for failure of
Debtor to comply with this provision would be inadequate and that such failure
would not be adequately compensable in damages, Debtor agrees that its covenants
in this provision may be specifically enforced).

     11. Upon demand by Secured Party, Debtor will deposit upon receipt all
checks, drafts, cash or other remittances on account or accounts or contracts or
received as proceeds of any other Collateral in a special bank account in a bank
of Secured Party's choice over which Secured Party alone shall have power of
withdrawal. The funds in said account shall be held by Secured Party as security
for the Obligation. Said proceeds shall be deposited in the form received,
except for the endorsement of Debtor where necessary to permit collection of
items, which endorsements Debtor agrees to make, but which Secured Party is
authorized to make on Debtor's behalf. Secured Party may from time to time apply
the whole or any part of the funds in such special account against the
Obligations. Any portion of said funds on deposit which Secured Party elects not
to apply to the Obligations may be paid by Secured Party to Debtor.

     12. Debtor shall give Secured Party written notice of each office of Debtor
in which records of Debtor pertaining to accounts in the Collateral are kept,
and of any change of any office or location. Except as such notice is given, all
records of Debtor pertaining to the Collateral and to accounts are and shall be
kept in the location shown at the beginning hereof.




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G.   RIGHTS AND POWERS OF SECURED PARTY

     1. Secured Party may in its discretion after an Event of Default but only
after prior written notice to Debtor, without liability to Debtor, obtain from
any person information regarding Debtor or Debtor's business, which information
any such person also may furnish without liability to Debtor; endorse as
Debtor's agent any instruments, documents or chattel paper in the Collateral or
representing proceeds of the Collateral; contact any account debtors directly to
verify information furnished by Debtor; take control of proceeds; release the
Collateral in its possession to any Debtor, temporarily or otherwise; after
default, take control of funds generated by the Collateral, such as cash
dividends, interest and proceeds or refunds from insurance, and use same to
reduce any part of the Obligations and exercise all other rights which an owner
of such collateral may exercise; after default, at any time transfer any of the
Collateral or evidence thereof into its own name or that of its nominee; demand,
collect, convert, redeem, receipt for, settle, compromise, adjust, sue for,
foreclose or realize upon the Collateral, in its own name or in the name of
Debtor, as Secured Party may determine. The foregoing rights and powers of
Secured Party will be in addition to, and not a limitation upon, any rights and
powers of Secured Party given by law, elsewhere in this agreement, or otherwise.

     2. Secured Party may while any Event of Default continues hereunder present
for conversion any instrument (including any investment security) in the
Collateral which is convertible into any other instrument or investment security
or a combination thereof with cash. But Secured Party shall not have any duty to
present for conversion any instrument in the Collateral unless it shall have
received from Debtor written instructions to that effect at a time reasonably
far in advance of the final conversion date to make such conversion possible.

H.   DEFAULT

     1. Events of Default. The occurrence of a default under the Note, the
Credit Agreement or any document evidencing, governing, securing, guaranteeing,
indemnifying or otherwise pertaining to the Loan shall constitute an event of
default ("Event of Default") hereunder.

     2. Remedies of Secured Party Upon Default. Should an Event of Default occur
and be continuing, Secured Party may, at its election, exercise any and all
rights and remedies available to a secured party under the UCC, in addition to
any and all other rights and remedies afforded by the Loan Documents, at law, in
equity, or otherwise, including, without limitation, such rights and remedies as
(a) selling the Collateral or any part thereof at public or private sale, at
such price or prices and on such other terms as Secured Party may deem
commercially reasonable, (b) applying by appropriate judicial proceedings for
appointment of a receiver for all or part of the Collateral (and Debtor hereby
consents to any such appointment), and (c) applying to the Obligation any cash
held by Secured Party under this Security Agreement. The exercise of one or more
rights or remedies by Secured Party hereunder shall not prejudice or impair the
concurrent or subsequent exercise of any other rights or remedies by Secured
Party. If, in the opinion of Secured Party, there is any question that a public
or semipublic sale or distribution of any Collateral will violate any state or
federal securities law, Secured Party in its discretion (a) may offer and sell
securities privately to purchasers who will agree to take them for investment
purposes and not with a view to distribution and who will agree to imposition of
restrictive legends on the certificates representing the security, or (b) may
sell such securities in an intrastate offering under Section 3(a)(11) of the
Securities Act of 1933, and no sale so made in good faith by Secured Party shall
be deemed to be not "commercially reasonable" because so made.



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              a. Notice. Reasonable notification of the time and place of any
     public sale of the Collateral, or reasonable notification of the time after
     which any private sale or other intended disposition of the Collateral is
     to be made, shall be sent to Debtor and to any other Person entitled to
     notice under the UCC. It is agreed that notice sent or given not less than
     twenty (20) business days prior to the taking of the action to which the
     notice relates is reasonable notification and notice for the purposes of
     this subparagraph.

              b. Application of Proceeds. Secured Party shall apply the proceeds
     of any sale or other disposition of the Collateral under this paragraph in
     the following order: first, to the payment of all its expenses incurred in
     retaking, holding, and preparing any of the Collateral for sale(s) or other
     disposition, in arranging for such sale(s) or other disposition, and in
     actually selling or disposing of the same (all of which are part of the
     Obligation); second, toward repayment of amounts expended by Secured Party
     under Paragraph H.3; and third, toward payment of the balance of the
     Obligation in accordance with the Credit Agreement. If the proceeds are
     insufficient to pay the Obligation in full, Debtor shall remain liable for
     any deficiency to the extent provided in the Credit Agreement.

     3.       Other Rights of Secured Party.

              a. Performance. If Debtor fails to pay when due all taxes, subject
     to contest rights permitted by the Credit Agreement, on any of the
     Collateral, or to preserve the priority of the Security Interest in any of
     the Collateral, or otherwise fails to perform any of its obligations under
     the Loan Documents with respect to the Collateral, then Secured Party may,
     at its option, but without being required to do so, pay such taxes,
     prosecute or defend any suits in relation to the Collateral, or insure and
     keep insured the Collateral in any amount deemed appropriate by Secured
     Party, or take all other action which Debtor is required, but has failed or
     refused, to take under the Loan Documents. Any sum which may be expended or
     paid by Secured Party under this subparagraph (including, without
     limitation, court costs and attorneys' fees) shall bear interest from the
     dates of expenditure or payment at the Default Rate (as defined in the
     Note) until paid and, together with such interest, shall be payable by
     Debtor to Secured Party upon demand and shall be part of the Obligation.

              b. Collection. After the occurrence of an Event of Default and
     during the continuation thereof, upon notice from Secured Party, Maker and
     each other obligor with respect to any payments on any of the Collateral
     (including without limitation condemnation proceeds, dividends and other
     distributions with respect to securities, and insurance proceeds payable by
     reason of loss or damage to any of the Collateral Property) is hereby
     authorized and directed by Debtor to make payment directly to Secured
     Party, regardless of whether Debtor was previously making collections
     thereon. Subject to subparagraph H.3(d) hereof, until such notice is given,
     Debtor is authorized to retain and expend all payments made on the
     Collateral. After the occurrence of an Event of Default and during the
     continuation thereof, Secured Party shall have the right in its own name or
     in the name of Debtor to compromise or extend the time of payment with
     respect to all or any portion of the Collateral for such amounts and upon
     such terms as Secured Party may determine; to demand, collect, receive,
     receipt for, sue for, compound, settle, compromise, adjust, realize upon
     and give acquittances for any and all amounts due or to become due with
     respect to Collateral; to file any claims or take any action or initiate
     any proceedings which Secured Party may deem necessary or desirable for the
     collection of any of the 



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     Collateral or to otherwise enforce the rights or remedies of Debtor with
     respect to any Collateral; to take control of cash and other Proceeds of
     any Collateral; to endorse the name of Debtor on any notes, acceptances,
     checks, drafts, money orders, or other evidences of payment on Collateral
     that may come into the possession of Secured Party; to sign the name of
     Debtor on any drafts against obligors or other Persons making payment with
     respect to Collateral, on assignments and verifications of accounts or
     other Collateral and on notices to obligors making payment with respect to
     Collateral; to send requests for verification of obligations to any such
     obligor; to take any action Debtor is required to take or any other
     necessary action to obtain, preserve, and enforce this Security Agreement,
     and maintain, preserve and collect the Collateral, without notice to
     Debtor, and add the costs of same to the Obligation; to release Collateral
     in Secured Party's possession to any Person, temporarily or otherwise; to
     set standards from time to time to govern what may be deemed after-acquired
     Collateral; to transfer any of the Collateral, or evidence thereof, into
     its own name or that of its nominee and receive the Proceeds therefrom and
     hold the same as security for the Obligation, or apply the same thereon; to
     exercise as to the Collateral all the rights of the owner thereof; and to
     do all other acts and things necessary to carry out the intent of this
     Security Agreement. If Maker or any other obligor fails or refuses to make
     payment on any Collateral when due, Secured Party is authorized, in its
     sole discretion, either in its own name or in the name of Debtor, to take
     such action as Secured Party shall deem appropriate for the collection of
     any amounts owed with respect to the Collateral or upon which a delinquency
     exists. Regardless of any other provision hereof, however, Secured Party
     shall never be liable for its failure to collect, or for its failure to
     exercise diligence in the collection of, any amounts owed with respect to
     Collateral, nor shall it be under any duty whatever to anyone except Debtor
     to account for funds that it shall actually receive hereunder. Without
     limiting the generality of the foregoing, Secured Party shall have no
     responsibility for ascertaining any maturities, calls, conversions,
     exchanges, offers, tenders, or similar matters relating to any Collateral,
     or for informing Debtor with respect to any of such matters (irrespective
     of whether Secured Party actually has, or may be deemed to have, knowledge
     thereof). The receipt of Secured Party to Maker or any other obligor shall
     be a full and complete release, discharge, and acquittance to such obligor,
     to the extent of any amount so paid to Secured Party.

              c. Certain Proceeds. After the occurrence and during the
     continuance of an Event of Default, any cash Proceeds of Collateral which
     come into the possession of Secured Party (including, without limitation,
     insurance and condemnation proceeds) may, at Secured Party's option, be
     applied in whole or in part to the Obligation, be released in whole or in
     part to or on the written instructions of Debtor for any general or
     specific purpose, or be retained in whole or in part by Secured Party as
     additional Collateral. Any cash Collateral in the possession of Secured
     Party may be invested by Secured Party but Secured Party shall never be
     obligated to make any such investment and shall never have any liability to
     Debtor for any loss which may result therefrom. All interest and other
     amounts earned from any investment of Collateral may be dealt with by
     Secured Party in the same manner as other cash Collateral.

              d. Use and Operation of Collateral. Should any Collateral come
     into the possession of Secured Party, Secured Party may use or operate such
     Collateral for the purpose of preserving it or its value pursuant to the
     order of a court of appropriate jurisdiction or in accordance with any
     other rights held by Secured Party with respect to such Collateral. Debtor
     covenants promptly to reimburse and pay to Secured Party, at Secured
     Party's request, the amount of all reasonable expenses (including, without
     limitation, the cost of any insurance and payment of taxes or other
     charges) incurred by Secured Party in connection with its custody and
     preservation of Collateral, and all such expenses, costs, taxes, and 




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     other charges shall bear interest at the Maximum Rate (as defined in the
     Note) until repaid and, together with such interest, shall be payable by
     Debtor to Secured Party upon demand and shall become part of the
     Obligation. However, the risk of accidental loss or damage to, or
     diminution in value of, Collateral is on Debtor, and Secured Party shall
     have no liability whatever for failure to obtain or maintain insurance, nor
     to determine whether any insurance ever in force is adequate as to amount
     or as to the risks insured. With respect to Collateral that is in the
     possession of Secured Party, Secured Party shall have no duty to fix or
     preserve rights against prior parties to such Collateral and shall never be
     liable for any failure to use diligence to collect any amount payable in
     respect of such Collateral, but shall be liable only to account to Debtor
     for what it may actually collect or receive thereon. The provisions of this
     subparagraph shall be applicable whether or not an Event of Default has
     occurred and is continuing.

              e. Diminution in Value of Collateral. Secured Party shall have no
     liability or responsibility whatsoever for any diminution in or loss of
     value of any Collateral.

I.   MULTIPLE COUNTERPARTS

     This Security Agreement may be executed in counterparts, each of which
shall be deemed an original, and all of which shall be deemed but one and the
same instrument.

J.   GENERAL

     1. Waiver. No delay on the part of Secured Party in exercising any power or
right shall operate as a waiver thereof; nor shall any single or partial
exercise of any power or right preclude other or further exercise thereof or the
exercise of any other power or right. No waiver by Secured Party of any right
hereunder or of any default by Debtor shall be binding upon Secured Party unless
in writing, and no failure by Secured Party to exercise any power or right
hereunder or waiver of any default by Debtor shall operate as a waiver of any
other or further exercise of such right or power or of any further default.

     2. Parties Bound. The rights of Secured Party hereunder shall inure to the
benefit of its successors and assigns. The terms of this Security Agreement
shall be binding upon the successors and assigns of the parties. All
representations, warranties and agreements of Debtor are joint and several if
Debtor is more than one and shall bind Debtor's personal representatives, heirs,
successors and assigns.

     3. Definitions. Unless the context indicates otherwise, definitions in the
UCC apply to words and phrases in this Security Agreement; if UCC definitions
conflict, Chapter 9 definitions apply.

     4. Notice. Notice shall be deemed reasonable if mailed postage prepaid at
least ten (10) days before the related action (or if the UCC elsewhere specifies
a longer period, such longer period) to Debtor's address given above.

     5. Expenses. Debtor agrees to reimburse Secured Party's out-of-pocket
expenses, including reasonable attorney's fees, incurred in negotiating,
administering or enforcing any part of the Obligations, and in preparation,
execution, delivery and recording of any documents in connection with any part
of the Obligations, when not contrary to law.

     6. Limitation on Interest. All agreements between Debtor and Secured Party,
whether now 




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existing or hereafter arising and whether written or oral, are hereby expressly
limited so that in no contingency, whether by reason of demand or acceleration
of the indebtedness secured hereby or otherwise, shall the interest contracted
for, charged, received, paid or agreed to be paid to Secured Party exceed the
maximum amount permissible under applicable law. If, from any circumstance
whatsoever, interest would otherwise be payable to the holder hereof in excess
of the maximum lawful amount, the interest payable to Secured Party shall be
reduced to the maximum amount permitted under applicable law; and if from any
such circumstance Secured Party 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 amount owing on the indebtedness secured hereby and not to the payment
of interest, or if such excessive interest exceeds such unpaid balance of the
principal, such excess shall be refunded to the undersigned. All interest paid
or agreed to be paid to Secured Party on the indebtedness secured hereby shall,
to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full term of such indebtedness (including the period of
any renewal or extension thereof) until payment in full so that the interest on
account of such indebtedness shall not exceed the maximum amount permitted by
applicable law. The terms and provisions of this paragraph shall control all
agreements between Debtor and Secured Party.

     7. Modifications. No provision hereof shall be modified or limited except
by a written agreement expressly referring hereto and to the provision so
modified or limited and signed by the Debtor and Secured Party, nor by course of
conduct, usage of trade, or by the law merchant.

     8. Severability. The unenforceability of any provision of this Security
Agreement shall not affect the enforceability or validity of any other
provision.

     9. Gender and Number. Where appropriate, the use of one gender shall be
construed to include the others or any of them; and the singular number shall be
construed to include the plural, and vice versa.

     10. Applicable Law and Venue. THIS SECURITY AGREEMENT SHALL BE CONSTRUED
ACCORDING TO THE LAWS OF THE STATE OF TEXAS.

     11. Financing Statement. A carbon, photographic or other reproduction of
this Security Agreement or any financing statement covering the Collateral shall
be sufficient as a financing statement.

     EXECUTED as of the date and year first above written.

DEBTOR:                       CRL INVESTMENTS, INC., a Texas corporation



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



SECURED PARTY:                CRESCENT REAL ESTATE  EQUITIES  LIMITED  
                              PARTNERSHIP,  a Delaware  limited partnership

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



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


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