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                                                                  EXHIBIT 10.111

                                                                  Americold Loan

                FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this
"Amendment") is made and entered into effective as of February 1, 2000 between
CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Lender"), and CRESCENT OPERATING, INC., a Delaware corporation
(the "Borrower").

                                    RECITALS:

         A. The parties executed that certain Credit and Security Agreement
dated as of March 11, 1999 (the "Original Agreement"). All capitalized terms not
otherwise defined in this Amendment will have the same meaning as described in
the Original Agreement.

         B. The parties wish to modify the Original Agreement to defer the
interest payments that would otherwise be due on the first Business Day of
February, May, August and November 2000 until the first Business Day of February
2001.

         In consideration of the mutual covenants set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         1. Section 2.3. Section 2.3(c) of the Original Agreement is hereby
amended by the addition of the following sentence to the end thereof:

         The Borrower and the Lender hereby agree that the interest that would
         otherwise be due on the first Business Day of February, May, August and
         November 2000 shall be deferred until, and shall be due on, the first
         Business Day of February 2001.

         2. Remainder of Original Agreement. Except as amended hereby, the
Original Agreement shall continue in full force and effect in the form that was
effective immediately before the execution of this Amendment.

         3. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
document.

         4. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto.

         5. Governing Law and Severability. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas. Whenever
possible, each provision hereof shall be interpreted in such manner as to be
effective and valid under applicable law.

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IN WITNESS WHEREOF, the parties below have executed this Amendment effective as
of the date first written above.

                             CRESCENT OPERATING, INC.

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




                             CRESCENT REAL ESTATE EQUITIES
                             LIMITED PARTNERSHIP

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

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



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