<PAGE>   1
                                                                   EXHIBIT 10.54

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------





                                 LEASE AGREEMENT



                                     BETWEEN



               CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP,
                         a Delaware limited partnership
                                   ("Lessor")

                                       AND



                          WINE COUNTRY GOLF CLUB, INC.,
                               a Texas corporation
                                   ("Lessee")







-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                           PAGE
<S>                                                                         <C>
ARTICLE I.....................................................................1
    Demise.  .................................................................1

ARTICLE II....................................................................1
    2.1      Leased Property..................................................1
    2.2      Assignment and Assumption of Contracts; Initial Transaction......2
    2.3      License of Intellectual Property Rights..........................3

ARTICLE III...................................................................4
    Term.    .................................................................4

ARTICLE IV....................................................................4
    4.1      Base Rent........................................................4
    4.2      Percentage Rent..................................................5
    4.3      Additional Charges...............................................7
    4.4      Net Lease Provisions.............................................8
    4.5      Place and Manner of Payment......................................8
    4.6      Late Charge......................................................8

ARTICLE V.....................................................................8
    Quiet Enjoyment...........................................................8

ARTICLE VI....................................................................9
    6.1      Payment of Impositions...........................................9
    6.2      Notice of Impositions............................................9
    6.3      Adjustment of Imposition.........................................9
    6.4      Utility Charges.................................................10
    6.5      Insurance Premiums..............................................10
    6.6      Definition of Impositions.......................................10

ARTICLE VII..................................................................11
    7.1      Condition of the Leased Property................................11
    7.2      Use of the Leased Property......................................11
    7.3      Lessor to Grant Easements, Etc..................................12
    7.4      Operating Supplies..............................................13
    7.5      Additional Capital..............................................13
    7.6      FF&E............................................................14
    7.7      Lessee's Obligation to Manage...................................14
    7.8      Working Capital.................................................14
    7.9      Use of Facilities by Lessor.....................................15
    7.10     Guaranty........................................................15
</TABLE>



                                       -i-
<PAGE>   3
<TABLE>
<S>                                                                         <C>
ARTICLE VIII.................................................................15
    8.1      Compliance with Legal and Insurance Requirements. Etc...........15
    8.2      Legal Requirement Covenants.....................................15
    8.3      Environmental Matters and Indemnities...........................16

ARTICLE IX...................................................................17
    9.1      Maintenance and Repair..........................................17
    9.2      Encroachments, Restrictions, Etc................................19

ARTICLE X....................................................................19
    Alterations..............................................................19

ARTICLE XI...................................................................20
    Liens    ................................................................20

ARTICLE XII..................................................................20
    Permitted Contests.......................................................20

ARTICLE XIII.................................................................21
    13.1     General Insurance Requirements..................................21
    13.2     Waiver of Subrogation...........................................23
    13.3     Form Satisfactory, Etc..........................................23
    13.4     Increase in Limits..............................................23
    13.5     Reports On Insurance Claims.....................................23

ARTICLE XIV..................................................................24
    14.1     Insurance Proceeds..............................................24
    14.2     No Abatement of Rent............................................24
    14.3     Damage During Term..............................................24

ARTICLE XV...................................................................25
    15.1     Definitions.....................................................25
    15.2     Parties' Rights and Obligations.................................25
    15.3     Total Taking....................................................25
    15.4     Allocation of Award.............................................25
    15.5     Partial Taking..................................................26
    15.6     Temporary Taking................................................26

ARTICLE XVI..................................................................26
    16.1     Events of Default...............................................26
    16.2     Surrender.......................................................27
    16.3     Damages.........................................................27
    16.4     Application of Funds............................................28
</TABLE>



                                      -ii-
<PAGE>   4
<TABLE>
<S>                                                                         <C>
ARTICLE XVII.................................................................28
    Lessor's Right to Cure Lessee's Default..................................28

ARTICLE XVIII................................................................29
    Holding Over.............................................................29

ARTICLE XIX..................................................................29
    Risk of Loss.............................................................29

ARTICLE XX...................................................................30
    Indemnification..........................................................30

ARTICLE XXI..................................................................31
    Subletting and Assignment................................................31

ARTICLE XXII.................................................................31
    Officer's Certificates; Lessor's Estoppel Certificates and Covenants.....31

ARTICLE XXIII................................................................32
    Lessor's Right to Inspect................................................32

ARTICLE XXIV.................................................................32
    No Waiver................................................................32

ARTICLE XXV..................................................................32
    Remedies Cumulative......................................................32

ARTICLE XXVI.................................................................32
    Acceptance of Surrender..................................................32

ARTICLE XXVII................................................................33
    No Merger of Title.......................................................33

ARTICLE XXVIII...............................................................33
    Conveyance by Lessor.....................................................33

ARTICLE XXIX.................................................................33
    Notices  ................................................................33

ARTICLE XXX..................................................................34
    Appraisers...............................................................34

ARTICLE XXXI.................................................................35
    31.1     Lessor May Grant Liens..........................................35
    31.2     Breach by Lessor................................................35
</TABLE>



                                      -iii-
<PAGE>   5


<TABLE>
<S>                                                                         <C>
ARTICLE XXXII................................................................35
    32.1     Miscellaneous...................................................35
    32.2     Transfer of Licenses............................................36
    32.3     Waiver of Presentment, Etc......................................36

ARTICLE XXXIII...............................................................36
    Financial Statements.....................................................36

ARTICLE XXXIV................................................................37
    34.1     REIT Compliance.................................................37
    34.2     Personal Property Limitation....................................37
    34.3     Sublease Rent Limitation........................................37
    34.4     Sublease Tenant Limitation......................................37
    34.5     Lessee Ownership Limitation.....................................38

ARTICLE XXXV.................................................................38
    35.1     Lessor's Option to Terminate Lease..............................38
    35.2     Fair Market Value of Leasehold Estate...........................38
    35.3     Termination Upon Default Under Sonoma Mission Inn Lease.........38

ARTICLE XXXVI................................................................39
    Mutual Option to Terminate...............................................39
</TABLE>

<PAGE>   6

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the
13th day of October, 1998, by and between CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership ("Lessor"), and WINE COUNTRY GOLF
CLUB, INC., a Texas corporation ("Lessee").

                              W I T N E S S E T H:

         WHEREAS, Lessor is the owner of certain "Leased Property" (as
hereinafter defined); and

         WHEREAS, Lessee desires to lease the Leased Property for a term of
approximately one hundred twenty (120) months; and

         WHEREAS, Lessee has committed its capital and credit to the extent
described herein to allow Lessee to operate the Leased Property pursuant to the
terms of this Lease.


                                    ARTICLE I

         Demise. In consideration of the obligation of Lessee to pay rent as
herein provided and in consideration of the other terms, covenants, and
conditions of this Lease, Lessor does hereby LEASE, DEMISE, and LET unto Lessee,
and Lessee does hereby take and lease from Lessor, the Leased Property, TO HAVE
AND TO HOLD the Leased Property, together with all rights, privileges, easements
and appurtenances belonging to or in any way appertaining to the Leased
Property, for the Term hereinafter provided, upon and subject to the terms,
conditions and agreements hereinafter contained.


                                   ARTICLE II

         2.1 Leased Property. The "Leased Property" (herein so called) is
comprised of the following:

             (a) All of that certain tract of land situated in Sonoma County,
California, and described more particularly in Exhibit "A", together with all of
Lessor's right, title and interest in all easements, privileges, hereditaments,
rights-of-way, licenses, appurtenances and other rights and benefits belonging
to Lessor running with, or in any way related to the land, including but not
limited to all of Lessor's water rights (collectively, "Land").



                                       -1-
<PAGE>   7

             (b) All amenities situated on the Land associated with the golf
course ("Golf Course").

             (c) All improvements situated on the Land, together with all
replacements, modifications, alterations and additions thereto (collectively,
"Improvements"). Improvements include, but are not limited to, (i) the
maintenance facilities, landscaping, man-made lakes, irrigation system, water
wells, buildings, tee boxes, greens, barns, cart and other storage facilities
and other structures used in connection with the maintenance, operation or use
of the Golf Facility, and (ii) all improvements constituting the club house,
including the pro shop and the restaurant situated in the club house. The Land,
together with the foregoing Golf Course and Improvements, is hereinafter
referred to as the "Golf Facility."

             (d) All mechanical systems, fixtures, equipment and appliances
comprising a part of or attached to or located upon the Improvements and the
Golf Facility; maintenance equipment, repair parts and tools used in connection
with the Improvements or the Golf Facility; site plans, surveys, plans and
specifications, marketing materials and floor plans in Seller's possession which
relate to the Golf Facility; pylons and other signs; all china, glassware,
linens, silverware, uniforms, kitchen equipment, uniforms, and similar items,
whether in use or held in reserve storage for future use, which are on hand as
of the Commencement Date; tables, linens, televisions, clocks, drapes and other
furniture and furnishings; art work, paintings, posters and other graphics;
keys, stoves, refrigerators, ice makers, telephones, switchboards,
communications equipment, telex and fax machines, computers, and other machinery
or appliances; golf carts and other motor vehicles; and all replacements,
modifications, alterations and additions to any and all of the foregoing.

             (e) all oral or written agreements or leases pursuant to which any
portion of the Land or Golf Facility is used or occupied by anyone other than
Lessor.

         2.2 Assignment and Assumption of Contracts; Initial Transaction.

             (a) Effective upon the Commencement Date, Lessor hereby transfers
and assigns to Lessee, and Lessee assumes and covenants to perform all of
Lessor's obligations under, the following agreements and contracts to which the
Leased Property remains subject on the Commencement Date (the "Assigned
Agreements"):

                   (i) Seller's interest in all contract rights related to the
Golf Facility, including Seller's interest in the following: maintenance,
construction, commission, architectural, parking, supply or service contracts,
trade agreements, warranties, guarantees and bonds and other agreements related
to the Improvements, personal property or bookings that will remain in existence
after the Commencement Date;

                   (ii) All licenses and permits (to the extent assignable) used
in or relating to the ownership, occupancy or operation of any part of the Golf
Facility; and



                                       -2-
<PAGE>   8

                   (iii) Any developer's, declarant's, or owner's interests
under any operating agreements or reciprocal easement agreements or other
similar agreements affecting and/or benefiting the Golf Facility.

         This Lease is executed by Lessor and accepted by Lessee on the
understanding that Lessee will and does hereby assume and agree to perform all
of Lessor's obligations under all the Assigned Agreements.

             (b) As between Lessor and Lessee, Lessor shall be entitled to all
income and shall be responsible for the payment or settlement of all expenses of
the Leased Property accruing prior to the Commencement Date. Lessee shall act as
Lessor's agent for the collection of all such income and shall remit the same to
Lessor promptly upon Lessee's receipt thereof. Lessee shall notify Lessor of all
such expenses and shall act as Lessor's payment agent for such expenses using
funds provided by Lessor from time to time.

         2.3 License of Intellectual Property Rights.

             (a) Lessor grants to Lessee a non-exclusive license to use (and to
allow Wine Country Hotel, LLC to use) during the Term and only in connection
with the operation of the Golf Facility all trade names or trademarks used in
connection with the Leased Property, including without limitation, the trade
name "Sonoma Golf Club" (collectively, the "Marks"), including any statutory and
common law rights related thereto. Lessee agrees that the quality of the
services furnished in connection with Lessee's use of the Marks shall be of a
first class nature. When using the Marks, Lessee shall comply with all
applicable laws pertaining to servicemarks and trademarks, including marking
requirements. Lessor shall have the right, at all reasonable times, to inspect
the premises of Lessee and all goods, literature, brochures, signs, advertising
materials and other items used by Lessee bearing the Marks, to determine
compliance of use of the Marks as provided for herein. Lessee acknowledges
Lessor's right, title and interest in and to the Marks and any registrations
that have issued or may issue thereon, and Lessee agrees that it will not at any
time do or cause to be done any act or thing contesting or in any way impairing
or tending to impair any part of such right, title and interest. In connection
with the use of the Marks, Lessee shall not in any manner represent that it has
any ownership in the Marks or registrations thereof, and Lessee acknowledges
that any use of the Marks, including all goodwill associated therewith, shall
inure solely to the benefit of Lessor. Upon the expiration or earlier
termination of this Lease, Lessee will cease and desist from all use of the
Marks in any way, and it will deliver to Lessor, or its duly authorized
representatives, all items upon which the Marks appear. Lessee will not at any
time adopt or use without Lessor's prior written consent, any word, logo or mark
which is likely to be similar to or confusing with the Marks. Lessee
acknowledges and agrees that Lessor is retaining the right to use the Marks in
connection with its marketing, literature, brochures, signs, and advertising
materials for the Leased Property; provided, however, Lessor shall not license
any Mark to any third party without Lessee's written consent, which consent may
be reasonably withheld.



                                       -3-
<PAGE>   9

             (b) Lessor and Lessee acknowledge that Lessee intends to change the
name under which the Leased Property is operated to "Sonoma Mission Inn Golf and
Country Club" (the "New Name"). Lessee agrees that Lessor shall own all rights,
title and interests in and to the New Name subject to the license thereof
provided for in this Section 2.3. Lessor agrees that at such time that the name
under which the Leased Property is operated is changed to the New Name, the New
Name shall be a Mark for all purposes hereunder, including without limitation
the non-exclusive license granted by Lessor to Lessee to use such Mark during
the Term and only in connection with the operation of the Golf Facility.


                                   ARTICLE III

         Term. The term ("Term") of this Lease shall commence on the effective
date of execution of this Lease (the "Commencement Date") and shall end on
October 31, 2008, unless sooner terminated in accordance with the provisions
hereof.


                                   ARTICLE IV

         So long as this Lease remains in force and effect, Lessee promises to
pay to Lessor, in lawful money of the United States of America which shall be
legal tender for the payment of public and private debts, in immediately
available funds, rents, in the manner, at the time, and in the amounts specified
below:

         4.1 Base Rent. The base rent (the "Base Rent") payable during the Term
of this Lease shall be as follows:

<TABLE>
<CAPTION>
         Lease                  Annual                      Base Rent
         Year                   Base Rent                   Calculated Monthly
         ----                   ---------                   ------------------
         <S>                    <C>                         <C>
         1                      $1,500,000                  $125,000
         2                      $2,000,000                  $166,667
         3-4                    $2,500,000                  $208,333
         5-6                    $2,600,000                  $216,667
         7-8                    $2,700,000                  $225,000
         9-10                   $2,800,000                  $233,333
</TABLE>

Base Rent shall be payable in equal monthly installments in arrears with the
first monthly installment due and payable on or before the last day of November,
1998, and a monthly installment to be due and payable on the last day of each
and every month thereafter (with a final payment due thirty (30) days after the
expiration of the Term of this Lease). Base Rent for any period during the Term
of this Lease which is less than one (1) month shall be a pro-rata portion of
the applicable monthly installment. As used in this Lease, a "Lease Year" is the
twelve (12)



                                       -4-
<PAGE>   10

months beginning on January 1 and ending the following December 31 (or upon the
earlier expiration or termination of the Lease), except the first Lease Year
(i.e., Lease Year 1) shall include the period from the Commencement Date of this
Lease through December 31, 1999, with the Base Rent for the period prior to
January 1, 1999 being $125,000.00 per month.

         4.2 Percentage Rent.

             (a) Pursuant to the terms and conditions of this Section 4.2,
Lessee shall also pay Lessor Percentage Rent for each Lease Year. The term
"Percentage Rent," as used herein, shall mean and be determined by multiplying
(i) the amount, if any, by which the aggregate amount of Gross Receipts
(hereafter defined) for the calendar month to which such Percentage Rent is
attributable exceeds the Gross Receipts Floor (hereafter defined) for the
applicable month by (ii) seventy-five percent (75%).

             (b) Percentage Rent shall be paid to Lessor by Lessee on a
quarterly basis on the last day of the month immediately following the end of
any quarter with the first such quarterly installment being due and payable on
or before the last day of January, 1999. The final payment of Percentage Rent
for October, 2008 shall be due and payable on November 30, 2008.

             (c) (i) The term "Gross Receipts Floor" shall mean the amount set
forth opposite the applicable Lease Year in the table below, divided by 12:


<TABLE>
<CAPTION>
                  Lease              Annual Gross
                  Year               Receipts Floor
                  ----               --------------
                 <S>                 <C>
                  1                  $4,200,000.00
                  2                  $4,860,000.00
                  3                  $5,520,000.00
                  4                  $5,643,000.00
                  5                  $5,766,000.00
                  6                  $5,889,000.00
                  7                  $6,012,000.00
                  8                  $6,135,000.00
                  9                  $6,258,000.00
                  10                 $6,381,000.00
</TABLE>

                   (ii) The term "Gross Receipts" shall mean during any period
all gross revenues and gross income of any kind derived by Lessee from operating
the Golf Facility and all departments and parts thereof, including, without
limitation, gross income from both cash and credit transactions; golf course
fees (including golf cart and driving range fees), gross income from the rental
of meeting, banquet or conference rooms; gross income from rental of stores,
offices or sales of space of every kind; license, lease and concession fees and
rentals (not including gross receipts of licensees, lessees and concessionaires
and rebates to guests); vending machines,



                                       -5-
<PAGE>   11

telephones, membership fees and dues; food and beverage sales; wholesale and
retail sales of merchandise; fees from personal and sports services, fees for
professional consultations, and gross proceeds, if any, from business
interruption or other loss of income insurance; provided however, the foregoing
shall not include gross revenues or gross income derived by Lessee from (i) the
sublease or rental by Lessee of the existing multi-unit structure located on the
east side of the club house on the Land (the "Residential Structure") to a
full-time employee of Lessee, or to an independent contractor engaged by Lessee
to perform services at the Leased Property, for the personal use and occupancy
thereof by such employee or independent contractor during his or her term of
employment or engagement by Lessee ("Employee Housing"), and (ii) charitable
golf tournaments and professional consultations conducted at the Golf Facility
which tournaments and consultations are approved by Lessor. There shall be
excluded in determining Gross Receipts for any period any sales or other excise
taxes required by law to be collected from customers of the Golf Facility and
remitted to the appropriate taxing authorities.

             (d) Lessee shall submit to Lessor by the last day of each month a
written statement signed and certified by Lessee to be correct, showing Gross
Receipts during the preceding month. Lessee shall submit to Lessor by the
sixtieth (60th) day after the end of each Lease Year a written statement signed
and certified by Lessee to be correct, showing Gross Receipts during the
preceding Lease Year and the calculation of Percentage Rent for such Lease Year
(the "Annual Gross Receipts Report"). In addition, within ninety (90) days after
the end of each Lease Year, Lessee shall provide to Lessor, at Lessee's expense,
a Statement of Gross Receipts for the preceding Lease Year (the "Annual Audited
Gross Receipts Statement") prepared in accordance with generally accepted
accounting principles and audited by a nationally recognized public accounting
firm of independent certified public accountants approved by Lessor. Lessee's
monthly and annual written statement of Gross Receipts shall contain such detail
and breakdown as Lessor may reasonably require. If, after notice from Lessor and
the expiration of the cure period provided for herein, Lessee fails to submit
the aforesaid report and statement to Lessor when due, Lessor, in addition to
any other remedies Lessor has, shall have the right to retain a certified public
accountant, at Lessee's sole expense, to prepare such statements and to perform
all inspections and audits related thereto. In the event the Annual Audited
Gross Receipts Statement discloses that the actual Percentage Rent exceeds the
payments of Percentage Rent to Lessor with respect to such Lease Year, Lessee
shall within fifteen (15) days of notice from Lessor remit the difference to
Lessor. In the event the payments of Percentage Rent paid to Lessor with respect
to a calendar year exceed the actual Percentage Rent based upon the Annual
Audited Gross Receipts Statement, Lessor shall within fifteen (15) days of
notice from Lessee remit the difference to Lessee. The adjustments set forth in
the preceding two grammatical sentences shall be subject to any further
adjustments that may be made pursuant to the provisions of Section 4.2(f) below.
Notwithstanding anything in this Lease to the contrary, the following amounts
are shall be called "Guaranteed Percentage Rent" and shall not be subject to
adjustment under this Section 4.2(d): (i) fifty percent (50%) of the Percentage
Rent payable with respect to the first quarter of any Lease Year; (ii) sixty
percent (60%) of the Percentage Rent payable with respect to the second quarter
of any Lease Year; (iii) eighty percent (80%) of the Percentage Rent payable
with respect to the



                                       -6-
<PAGE>   12

third quarter of any Lease Year; and (iv) one hundred percent (100%) of the
Percentage Rent payable with respect to the fourth quarter of any Lease Year.

             (e) Lessee shall maintain in a manner and form satisfactory to
Lessor, during the Term of this Lease, and for a period of three (3) consecutive
years thereafter, complete and accurate general books of account, which shall
reflect Gross Receipts, and which shall include, if used by Lessee, without
limitation, original invoices, sales records, sales slips, sales checks, sales
reports, cash register tapes, records of bank deposits, inventory records
prepared as of the close of the Lessee's accounting period, sales and occupation
tax returns and all other original records and other pertinent papers which will
enable Lessor to determine the Gross Receipts derived by Lessee during the Term
of this Lease. Such records for the three (3) most recent years shall be
maintained at the Leased Property or Lessee's corporate headquarters.

             (f) The acceptance by Lessor of the payments of Percentage Rent
(pursuant to paragraph (c) above) or any additional payment of Percentage Rent
(pursuant to paragraph (f) above) shall not prejudice Lessor's right to an
examination of Lessee's records of Gross Receipts for any period for which
Lessee is required to maintain records to verify Gross Receipts. Lessor shall
have the right to examine Lessee's records during all regular business hours
upon reasonable prior notice. Lessee, upon reasonable prior notice, shall make
available to Lessor for examination any other records required to be maintained
hereunder. If the audit of the books and records by Lessor (the "Lessor's Gross
Receipts Audit") discloses that Gross Receipts were underreported by Lessee for
any period covered by such Audit, Lessee shall promptly pay to Lessor, the cost
of the Lessor's Gross Revenues Audit, as Additional Rent, in addition to any
deficiency in Percentage Rent that may be due. If the Lessor's Gross Receipts
Audit discloses that Gross Receipts were underreported by Lessee by five percent
(5%) or more for such period, Lessor shall have the option, exercisable within
sixty (60) days of its discovery of the discrepancy, to consider such event as
an Event of Default. The provisions of this Section shall survive the expiration
of the Term or the earlier termination of this Lease for a period of one (1)
year thereafter.

         4.3 Additional Charges. In addition to the Base Rent and the Percentage
Rent, (a) Lessee also will pay and discharge as and when due and payable all
other amounts, liabilities, obligations and Impositions (as defined hereinbelow)
that Lessee assumes or agrees to pay under this Lease, and (b) in the event of
any failure on the part of Lessee to pay any of those items referred to in
clause (a) of this Section 4.3, Lessee also will promptly pay and discharge
every fine, penalty, interest and cost that may be added for non-payment or late
payment of such items (the items referred to in clauses (a) and (b) of this
Section 4.3 being additional rent hereunder and being referred to herein
collectively as the "Additional Charges") and Lessor shall have all legal,
equitable and contractual rights, powers and remedies provided either in this
Lease or by statute or otherwise in the case of non-payment of the Additional
Charges as are available in the case of non-payment of the Base Rent or the
Percentage Rent. To the extent that Lessee pays any Additional Charges to Lessor
pursuant to any requirement of this Lease, Lessee shall be relieved



                                       -7-
<PAGE>   13

of its obligation to pay such Additional Charges to the entity to which they
would otherwise be due and Lessor shall pay same from monies received from
Lessee.

         4.4 Net Lease Provisions. The rent shall be paid absolutely net to
Lessor so that this Lease shall yield to Lessor the full amount of the
installments of Base Rent, Percentage Rent, and all Additional Charges
throughout the Term of this Lease, all as more fully set forth in Article IV but
subject to any other provisions of this Lease that expressly provide for
adjustment or abatement of rent or other charges or expressly provide that
certain expenses or maintenance shall be paid or performed by Lessor.

         4.5 Place and Manner of Payment. Subject to the further provisions
hereof, the rent hereunder shall be payable to Lessor at the original or changed
address of Lessor set forth in Article XXIX hereof or to such other address or
to such other person at such address as Lessor may designate from time to time
in writing.

         4.6 Late Charge. If Lessee fails to pay any regular monthly installment
of Base Rent, Percentage Rent, or any Additional Charges within fifteen (15)
days after Lessor has notified Lessee in writing that such installment or charge
is overdue, then in addition to the past due amount Lessee shall pay to Lessor a
late charge of five percent (5%) of the installment or amount due in order to
compensate Lessor for the extra administrative expenses incurred.


                                    ARTICLE V

         Quiet Enjoyment. Lessor has full right to make this Lease and, subject
to the terms and provisions of this Lease, Lessee shall have quiet and peaceable
enjoyment of the Leased Property during the Term hereof. Except as otherwise
specifically provided in this Lease, Lessee, to the maximum extent permitted by
law, shall remain bound by this Lease in accordance with its terms and shall
neither take any action without the written consent of Lessor to modify,
surrender or terminate the same, nor seek nor be entitled to any abatement,
deduction, deferment or reduction of the rent, or setoff against the rent, nor
shall the obligations of Lessee be otherwise affected by reason of (a) any
damage to or destruction of the Leased Property or any portion thereof from
whatever cause, (b) the lawful or unlawful prohibition of, or restriction upon
Lessee's use of the Leased Property, or any portion thereof, or the interference
with such use by any person, corporation, partnership or other entity or by
reason of eviction by paramount title, (c) any claim which Lessee has or might
have against Lessor by reason of any default or breach of any warranty by Lessor
under this Lease or any other agreement between Lessor and Lessee, or to which
Lessor and Lessee are parties, (d) any bankruptcy, insolvency, reorganization,
composition, readjustment, liquidation, dissolution, winding up or other
proceedings affecting Lessor or any assignee of or transferee of Lessor, or (e)
for any other cause whether similar or dissimilar to any of the foregoing other
than a discharge of Lessee from any such obligations as a matter of law. Lessee
hereby specifically waives all rights, arising from any occurrence whatsoever,
which may now or



                                       -8-
<PAGE>   14
hereafter be conferred upon it by law to (i) modify, surrender or terminate this
Lease or quit or surrender the Leased Property or any portion thereof, or (ii)
entitle Lessee to any abatement, reduction, suspension or deferment of the rent
or other sums payable by Lessee hereunder, except as otherwise specifically
provided in this Lease. The obligations of Lessee hereunder shall be separate
and independent covenants and agreements and the rent and all other sums payable
by Lessee hereunder shall continue to be payable in all events unless all the
obligations to pay the same shall be terminated pursuant to the express
provisions of this Lease or by termination of this Lease other than by reason of
an Event of Default.


                                   ARTICLE VI

         6.1 Payment of Impositions. Subject to Article XII relating to
permitted contests, Lessee will pay, or cause to be paid, all Impositions (as
defined hereinbelow) before any fine, penalty, interest or cost may be added for
non-payment, such payments to be made directly to the taxing or other
authorities where feasible, and will promptly furnish to Lessor copies of
official receipts or other satisfactory proof evidencing such payments. If any
such Imposition may, at the option of the obligor, lawfully be paid in
installments (whether or not interest shall accrue on the unpaid balance of such
Imposition), Lessee may exercise the option to pay the same (and any accrued
interest on the unpaid balance of such Imposition) in installments and in such
event, shall pay such installments during the Term hereof (subject to Lessee's
right of contest pursuant to the provisions of Article XII) as the same
respectively become due and before any fine, penalty, premium, further interest
or cost may be added thereto. If any refund shall be due in respect of any
Imposition paid by Lessee, the same shall be paid over to or retained by Lessee
if no Event of Default shall have occurred hereunder and be continuing. If an
Event of Default shall have occurred and be continuing, any such refund shall be
paid over to or retained by Lessor. Any such funds retained by Lessor due to an
Event of Default shall be applied as provided in Article XVI. Lessor and Lessee
shall, upon request of the other, provide such data as is maintained by the
party to whom the request is made with respect to the Leased Property as may be
necessary to prepare any required returns and reports.

         6.2 Notice of Impositions. Lessor shall give prompt notice to Lessee of
all Impositions payable by Lessee hereunder of which Lessor at any time has
knowledge, provided that Lessor's failure to give any such notice shall in no
way diminish Lessee's obligations hereunder to pay such Impositions, but such
failure shall obviate any default hereunder for a reasonable time after Lessee
receives notice of any Imposition which it is obligated to pay.

         6.3 Adjustment of Imposition. Impositions imposed in respect of the
tax-fiscal period during which the Term of this Lease terminates shall be
adjusted and prorated between Lessor and Lessee, whether or not such Imposition
is imposed before or after such termination, and Lessee's obligation to pay its
prorated share thereof after termination shall survive such termination.



                                      -9-
<PAGE>   15
         6.4 Utility Charges. Lessee will be solely responsible for obtaining
and maintaining utility services to the Leased Property and will pay or cause to
be paid all charges for electricity, gas, oil, water, sewer and other utilities
used in the Leased Property during the Term of this Lease.

         6.5 Insurance Premiums. Lessee will pay or cause to be paid all
premiums for the insurance coverages required to be maintained by it under
Article XIII.

         6.6 Definition of Impositions. The term "Impositions," as used herein,
means, collectively, all taxes (including, without limitation, all ad valorem,
personal property, sales and use, single business, gross receipts, transaction
privilege, rent or similar taxes as the same relate to or are imposed upon
Lessee or its business conducted upon the Leased Property), assessments
(including, without limitation, all assessments for public improvements or
benefit, whether or not commenced or completed prior to the Commencement Date
and whether or not to be completed within the Term and also any assessments
imposed on the Leased Property by any property owners' association, condominium
association or other such private association, or otherwise as a result of
private deed restrictions affecting the Leased Property), ground rents, water,
sewer or other rents and charges, excises, tax inspection, authorization and
similar fees and all other such charges, in each case whether general or
special, ordinary or extraordinary, or foreseen or unforeseen, of every
character in respect of the Leased Property or the business conducted thereon by
Lessee (including all interest and penalties thereon caused by any failure in
payment by Lessee), which at any time prior to, during or with respect to the
Term hereof may be assessed or imposed on the Leased Property, or any part
thereof or any rent therefrom or any estate, right, title or interests therein,
or any occupancy, operation, use or possession of, or sales from, or activity
conducted on or in connection with the Leased Property, or the leasing or use of
the Leased Property or any part thereof by Lessee. Nothing contained in this
definition of Impositions shall be construed to require Lessee to pay (1) any
tax based on net income (whether denominated as a franchise or capital stock or
other tax) imposed on Lessor or any other person, or (2) any net revenue tax of
Lessor or any other person, or (3) any tax imposed with respect to the sale,
exchange or other disposition by Lessor of any Leased Property or the proceeds
thereof, or (4) any single business, gross receipts (other than tax on any rent
received by Lessor from Lessee), transaction, privilege or similar taxes as the
same relate to or are imposed upon Lessor, except to the extent that any tax,
assessment, tax levy or charge that Lessee is obligated to pay pursuant to the
first sentence of the definition and that is in effect at any time during the
Term hereof is totally or partially repealed, and a tax, assessment, tax levy or
charge set forth in clause (1) or (2) is levied, assessed or imposed expressly
in lieu thereof.



                                      -10-
<PAGE>   16
                                   ARTICLE VII

         7.1 Condition of the Leased Property. Lessee acknowledges receipt and
delivery of possession of the Leased Property. Lessee has examined and otherwise
has knowledge of the condition of the Leased Property and has found the same to
be satisfactory for its purposes hereunder. Lessee is leasing the Leased
Property "as is" in its present condition. Lessee waives any claim or action
against Lessor in respect of the condition of or claims against the Leased
Property. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN
RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS
FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS
TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT
BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES
THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT.
Provided, however, to the extent permitted by law, Lessor hereby assigns to
Lessee all of Lessor's rights to proceed against any predecessor-in-title,
contractor, subcontractor or supplier for breaches of warranties or
representations or for latent defects in the Leased Property. Lessor shall fully
cooperate with Lessee in the prosecution of any such claim, in Lessor's or
Lessee's name, all at Lessee's sole cost and expense. Lessee hereby agrees to
indemnify, defend and hold harmless Lessor from and against any claims,
obligation and liabilities against or incurred by Lessor in connection with such
cooperation.

         7.2 Use of the Leased Property.

             (a) Lessee covenants that it will proceed with all due diligence
and will exercise its best efforts to obtain and to maintain all approvals
needed to use and operate the Leased Property in the manner required under this
Lease and under applicable local, state and federal law.

             (b) Lessee shall use or cause to be used the Leased Property only
for its current uses as a golf course, pro-shop, restaurant and meeting facility
available for use by the public and for such other uses as may be necessary or
incidental to such use or such other use as otherwise approved by Lessor (the
"Primary Intended Use"). Primary Intended Use does not include the use of the
Leased Property for Private Club Purposes (hereafter defined) or for Residential
Purposes (hereafter defined). Lessee shall not use the Leased Property or any
portion thereof for any use other than the Primary Intended Use, without the
prior written consent of Lessor, which consent may be granted, denied or
conditioned in Lessor's sole discretion. Lessee shall not change any names under
which the Leased Property is operated, without the prior written consent of
Lessor, which consent may be granted, denied or conditioned in Lessor's sole
discretion; provided, however, Lessor hereby consents to a change in the name by
Lessee under which the Leased Property is operated to "Sonoma Mission Inn Golf
and Country Club." Without limitation of the preceding sentence, Lessor may
condition its approval of any use of the Leased Property upon one or more
amendments to the terms of this Lease, including but not limited to financial



                                      -11-
<PAGE>   17

terms. No use shall be made or permitted to be made of the Leased Property, and
no acts shall be done, which will cause the cancellation or increase the premium
of any insurance policy covering the Leased Property or any part thereof (unless
another adequate policy satisfactory to Lessor is available and Lessee pays any
premium increase), nor shall Lessee sell or permit to be kept, used or sold in
or about the Leased Property any article which may be prohibited by law or fire
underwriter's regulations. Lessee shall, at its sole cost, comply with all of
the requirements pertaining to the Leased Property of any insurance board,
association, organization or company necessary for the maintenance of insurance,
as herein provided, covering the Leased Property. "Private Club Purposes" means
the operation of the Leased Property subject to any restrictions upon its usage
(in whole or in part) by Members only. "Members" means any person or entity who
is entitled to rights or privileges in connection with the use of Leased
Property which are more than the rights of the public generally and which are
created by the payment of any consideration for the rights or privileges which
is not tied to the actual usage such as dues, initiation fees, time share
payment or similar payments. "Residential Purposes" means any use of any part of
the Leased Property as a single or multi-family residence, hotel, motel,
bed-and- breakfast facility or any similar residential or lodging facility;
provided, however, Residential Purposes shall not include the sublease or rental
by Lessee of the Residential Structure for Employee Housing.

             (c) Subject to the provisions of Articles XIV, XV, and XXI, Lessee
covenants and agrees that during the Term of this Lease it will (1) operate
continuously the Leased Property in accordance with the Primary Intended Use,
(2) keep in full force and effect and comply with all the provisions of all
agreements assigned to Lessee as part of the Leased Property, (3) not terminate
or amend any agreements constituting part of the Leased Property without the
consent of Lessor, and (4) maintain appropriate certifications and licenses for
such use.

             (d) Lessee shall not commit or suffer to be committed any waste on
the Leased Property (normal wear and tear excepted), nor shall Lessee cause or
permit any nuisance thereon.

             (e) Lessee shall neither suffer nor permit the Leased Property or
any portion thereof to be used in such a manner as (1) might reasonably tend to
impair Lessor's (or Lessee's, as the case may be) title thereto or to any
portion thereof, or (2) may reasonably make possible a claim or claims of
adverse usage or adverse possession by the public, as such, or of implied
dedication of the Leased Property or any portion thereof, except as necessary in
the ordinary and prudent operation of the Golf Facility on the Leased Property.

         7.3 Lessor to Grant Easements, Etc. Lessor will, from time to time, so
long as no Event of Default has occurred and is continuing, at the request of
Lessee and, unless otherwise agreed, at Lessee's cost and expense (but subject
to the approval of Lessor), (a) grant easements and other rights in the nature
of easements with respect to the Leased Property to third parties, (b) release
existing easements or other rights in the nature of easements which are for the
benefit of the Leased Property, (c) dedicate or transfer unimproved portions of
the Leased Property for road,



                                      -12-
<PAGE>   18
highway or other public purposes, (d) execute petitions to have the Leased
Property annexed to any municipal corporation or utility district, (e) execute
amendments to any covenants and restrictions affecting the Leased Property and
(f) execute and deliver to any person any instrument appropriate to confirm or
effect such grants, releases, dedications, transfers, petitions and amendments
(to the extent of its interests in the Leased Property), but only upon delivery
to Lessor of a certificate from Lessee stating that such grant, release,
dedication, transfer, petition or amendment is not detrimental to the proper
conduct of the business of Lessee on the Leased Property and does not materially
reduce the value of the Leased Property. Lessor agrees to evaluate each request
made by Lessee under this Section 7.3 and thereby consider the extent to which
the requested action or event benefits Lessor, Lessee and the Leased Property,
respectively. In the event Lessor determines that the requested action or event
benefits Lessor and is otherwise in the long-term best interests of the Leased
Property, Lessor agrees to attempt to reach a mutually acceptable agreement with
Lessee as to any contribution by Lessor toward all or a portion of the costs and
expenses to be incurred in effectuating the requested action or event, taking
into account the relative benefits to Lessor and Lessee.

         7.4 Operating Supplies. On the Commencement Date, all Operating
Supplies (as defined below) shall be transferred from Lessor to Lessee so that
they accompany the Leased Property. During the Term of this Lease, Lessee, at
its sole cost and expense, shall furnish and maintain at the Leased Property all
Operating Supplies necessary or desirable for the operation of the Leased
Property in accordance with the provisions of this Lease. Lessee, at its sole
cost and expense, shall maintain and replace the Operating Supplies so that upon
the expiration or early termination of this Lease, Lessee shall deliver to
Lessor the same quantity of Operating Supplies that existed on the Commencement
Date as reflected by the Supplies Inventory on Exhibit "B" attached hereto. Upon
the termination of this Lease, the Operating Supplies shall be transferred from
Lessee to Lessor so that they accompany the Leased Property. The term "Operating
Supplies," as used herein, shall mean all food, beverages (other than alcoholic
beverages) and other consumable items used in the operation of the Golf Facility
such as fuel, engineering, maintenance and housekeeping supplies, soap, cleaning
materials, matches, stationery and printing, brochures, literature, folios and
all other similar items, together with all substitutions and replacements
thereon.

         7.5 Additional Capital. During the Term of the Lease, upon the request
of Lessee, Lessor shall expend up to a total of two million dollars
($2,000,000.00) (the "Additional Capital") for the acquisition of capital
improvements or capital assets for the Golf Facility ("Additional Capital
Purchases"), provided Lessor approves the Additional Capital Purchases, which
approval by Lessor shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, (i) Lessor shall not be required to approve or
otherwise fund Additional Capital for Additional Capital Purchases during the
first Lease Year in excess of one million dollars ($1,000,000.00); and (ii) of
the Additional Capital, a minimum of six hundred thousand dollars ($600,000.00)
in Additional Capital Purchases must be utilized during the first twelve (12)
months following the Commencement Date for repairs and improvements to the golf
course located on the Leased Property. By written notice to Lessor, Lessee shall
request that Lessor make an Additional Capital




                                      -13-
<PAGE>   19
Purchase for the Golf Facility. Such request shall describe in detail the
requested Additional Capital Purchase, including without limitation, amount, use
of funds and payee(s). In the event Lessor rejects any request by Lessee for an
Additional Capital Purchase, Lessor shall so advise Lessee in writing and shall
include the reason(s) for such rejection.

         7.6 FF&E. Subject to the rights of a first lienholder of the Leased
Property, Lessor shall establish and maintain a reserve account (the "FFE
Reserve") to satisfy the reserve requirements, if any, which Lessor determines
for replacement of FFE (hereafter defined). Lessor shall not be obligated to
deposit any funds into the FFE Reserve until November 1, 2000. Beginning
November 1, 2000 and continuing for Lease Years three (3) through ten (10) of
the Term, Lessor shall deposit into the FFE Reserve an amount equal to three
percent (3%) of Gross Receipts, which amount shall be deposited by Lessor into
the FFE Reserve within fifteen (15) days following the end of each calendar
month. If at any time during the Term of the Lease, any item of FFE requires
replacement, upon a written request therefor from Lessee and approval of such
expenditures by Lessor (which approval shall not be unreasonably withheld or
delayed) if such amounts were not included in the Annual Budget (defined in
Article XXXIII), Lessor shall promptly advance sufficient funds from the FFE
Reserve to enable Lessee to purchase the required replacements. Lessee shall
make no expenditure for replacement of FFE in excess of the amounts in the FFE
Reserve without first obtaining the approval of Lessor, which approval shall not
be unreasonably withheld or delayed. Any additions to or replacements of
furniture, fixtures, and equipment located at the Leased Property shall become
part of the FFE, which is owned by Lessor. Throughout the Term of this Lease,
Lessee shall, at its sole cost and expense, cause all of the items of FFE to be
in proper working order and in good condition (ordinary wear and tear excepted).
The term "FFE" shall mean all vehicles, furniture and furnishings, restaurant,
meeting center and golf course equipment (including office equipment and
property management equipment as necessary) and any other items deemed necessary
or advisable by Lessor to operate and maintain the Golf Facility.

         7.7 Lessee's Obligation to Manage. At all times during the Term hereof,
Lessee shall be responsible for the management and operation of the Leased
Property, and in no event shall Lessor have any obligation with respect to the
management or operation of the Leased Property.

         7.8 Working Capital. On the Commencement Date, Lessor shall transfer to
Lessee cash and funds deposited in banks ("Cash") in the amount set forth on a
Statement of Working Capital (the "Statement") to be initialed by Lessor and
Lessee and appended to this Lease as Exhibit "B" subsequent to the execution of
this Lease. The Statement shall show the items of working capital ("Working
Capital") pertaining to the Leased Property. Upon the expiration or early
termination of this Lease, Lessee shall pay over to Lessor the same amount of
Cash that existed on the Commencement Date. Upon the expiration or early
termination of this Lease, Lessee shall return to Lessor the same amount of
Working Capital that existed on the Commencement Date after taking into account
the Cash paid by Lessee to Lessor pursuant to this Section 7.8.



                                      -14-
<PAGE>   20
         7.9 Use of Facilities by Lessor. Lessee covenants and agrees that
Lessor shall have the right to use meeting rooms, facilities, and services at
the Leased Property on a space available basis, provided, however, Lessor shall
be obligated to pay Lessee for Lessee's direct operating cost for such rooms and
services.

         7.10 Guaranty. Crescent Operating, Inc. shall execute a guarantee in
favor of Lessor of all obligations of Lessee hereunder.


                                  ARTICLE VIII

         8.1 Compliance with Legal and Insurance Requirements. Etc. Subject to
Article XII relating to permitted contests, Lessee, at its expense, will
promptly (a) comply with all applicable legal requirements and insurance
requirements in respect to the use, operation, maintenance, repair and
restoration of the Leased Property, and (b) procure, maintain and comply with
all appropriate licenses and other authorizations required for any use of the
Leased Property then being made, and for the proper erection, installation,
operation and maintenance of the Leased Property or any part thereof.

         8.2 Legal Requirement Covenants. Lessee covenants and agrees that the
Leased Property shall not be used for any unlawful purpose, and that Lessee
shall not permit or suffer to exist any unlawful use of the Leased Property by
others. Lessee shall acquire and maintain all appropriate licenses,
certifications, permits and other authorizations and approvals needed to operate
the Leased Property in its customary manner for the Primary Intended Use, and
any other lawful use conducted on the Leased Property as may be permitted from
time to time hereunder. Lessee further covenants and agrees that Lessee's use of
the Leased Property and maintenance, alteration, and operation of the same, and
all parts thereof, shall at all times conform to all legal requirements, unless
the same are finally determined by a court of competent jurisdiction to be
unlawful (and Lessee shall cause all sub-tenants, invitees or others to so
comply with all legal requirements). Lessee may, however, upon prior notice to
Lessor, contest the legality or applicability of any such legal requirement or
any licensure or certification decision if Lessee maintains such action in good
faith, with due diligence, without prejudice to Lessor's rights hereunder, and
at Lessee's sole expense. If by the terms of any such legal requirement
compliance therewith pending the prosecution of any such proceeding may legally
be delayed without the incurrence of any lien, charge or liability of any kind
against the Leased Property or Lessee's leasehold interest therein and without
subjecting Lessee or Lessor to any liability, civil or criminal, for failure so
to comply therewith, Lessee may delay compliance therewith until the final
determination of such proceeding. If any lien, charge or civil or criminal
liability would be incurred by reason of any such delay, Lessee, on the prior
written consent of Lessor, which consent shall not be unreasonably withheld, may
nonetheless contest as aforesaid and delay as aforesaid provided that such delay
would not subject Lessor to criminal liability and Lessee both




                                      -15-
<PAGE>   21
(a) furnishes to Lessor security reasonably satisfactory to Lessor against any
loss or injury by reason of such contest or delay and (b) prosecutes the contest
with due diligence and in good faith.

         8.3 Environmental Matters and Indemnities. Lessee must, at its sole
cost and expense, keep and maintain the Leased Property in compliance with, and
must not cause the Leased Property to be in violation of, any federal, state,
and local laws, regulations, rules, and orders including without limitation
those relating to zoning, health, safety, noise, environmental protection, water
quality, air quality, or the generation, processing, storage, or disposal of any
Hazardous Materials (hereafter defined) excluding any conditions existing on or
prior to the Commencement Date of this Lease or violations caused by Lessor.
Moreover, Lessee will not intentionally cause or permit the storage, use,
disposal, manufacture, discharge, leakage, spillage or emission of any Hazardous
Materials on, in, or about the Leased Property. Lessee must immediately notify
Lessor in writing of its actual knowledge of (a) any enforcement, cleanup,
removal or other governmental or regulatory actions instituted, completed or
threatened in connection with the Leased Property and any Hazardous Materials;
or (b) any claim made or threatened by any third party against Lessee or the
Leased Property relating to damage, contribution, cost recovery, compensation,
loss or injury resulting from any Hazardous Materials that could cause all or
any portion of the Leased Property to be subject to any restrictions on the
ownership, occupancy, transferability or use of the Leased Property under
Hazardous Materials Law (as hereinafter defined). Notwithstanding the foregoing,
Lessee is not required by Lessor to remove any Hazardous Materials located on,
in, under or about the Leased Premises on or prior to the Commencement Date of
this Lease. Without Lessor's prior written consent, which consent must not be
unreasonably withheld or delayed, Lessee will not take any remedial action in
response to the presence of any Hazardous Materials on, in, or under or about
the Leased Property, nor enter into any settlement agreement, consent decree or
other compromise in respect to any Hazardous Materials except as may be
necessary to comply with all laws, rules, regulations or orders of any
applicable governmental authorities.

         Lessee indemnifies and holds Lessor, its employees, agents, officers
and directors, harmless from and against any claim, action, suit, proceeding,
loss, cost, damage, liability, deficiency, fine, penalty, punitive damage or
expense, including, without limitation, attorneys' and consultant fees
(collectively, the "Claims"), directly or indirectly resulting from, arising out
of, or based upon (a) the presence, release, use, manufacture, generation,
discharge, storage or disposal by Lessee (or its sublessee, contractors,
licensees, concessionaires, guests, invitees, employees, agents or
representatives) of any Hazardous Material on, under, in or about, or the
transportation of any such materials to or from the Leased Property occurring
after the Commencement Date, or (b) the violation, or alleged violation by
Lessee (or its sublessee, contractors, licensees, concessionaires, guests,
invitees, employees, agents or representatives) of any Hazardous Materials Law
affecting the Leased Property, or the transportation by Lessee (or its
sublessees, contractors, licensees, concessionaires, guests, invitees,
employees, agents or representatives) of Hazardous Materials to or from the
Leased Property, save and except to the extent such Claims result directly or
indirectly from, arise out of, or are based upon violations,



                                      -16-
<PAGE>   22
alleged violations or transportation of Hazardous Materials that occurred on or
prior to the Commencement Date of this Lease, or were not caused by Lessee (or
its sublessees, contractors, licensees, concessionaires, guests, invitees,
employees, agents or representatives).

         "Hazardous Materials Law", for purposes of this Lease, means any
federal, state, or local law, ordinance or regulation or any court judgment
applicable to Lessee or to the Leased Property relating to industrial hygiene or
to environmental conditions including, but not limited to, those relating to the
release, emission or discharge of Hazardous Materials, those in connection with
the construction, fuel supply, power generation and transmission, waste disposal
or any other operations or processes relating to the Leased Property. "Hazardous
Materials Law" includes, but is not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Hazardous Materials
Transportation Act, the Resources Conservation and Recovery Act, the Solid Waste
Disposal Act, the Clean Water Act, the Clean Air Act, and any amendments to
these laws or enactments of other laws occurring after the Commencement Date.

         "Hazardous Materials," for purposes of this Lease, includes flammable
explosives, radioactive materials, polychlorinated biphenyls, asbestos in any
form which is or could become friable, hazardous wastes, toxic substances or
other related material whether in the form of a chemical, element, compound,
solution, mixture or otherwise including, but not limited to, those materials
defined as "hazardous substances," "hazardous materials," "toxic substances,"
"air pollutants," "toxic pollutants," "hazardous wastes," "extremely hazardous
wastes" or "restricted hazardous wastes" by Hazardous Materials Law, other than
common cleaning compounds, solvents and other materials incidental to the use
and operation of the Leased Property and in compliance with Hazardous Materials
Law.


                                   ARTICLE IX

         9.1 Maintenance and Repair.

             (a) Lessee, at its sole expense (subject to Lessor's t obligation
to fund the Additional Capital in accordance with Section 7.5), will keep the
Leased Property in good order and repair, except for ordinary wear and tear
(whether or not the need for such repairs occurred as a result of Lessee's use,
any prior use, the elements or the age of the Leased Property, or any portion
thereof), and, except as otherwise provided in Article XIV or Article XV, with
reasonable promptness, make all necessary and appropriate repairs and
replacements of every kind and nature, whether interior or exterior, ordinary or
extraordinary, foreseen or unforeseen or arising by reason of a condition
existing on or prior to the commencement of the Term of this Lease (concealed or
otherwise), or required by any governmental agency having jurisdiction over the
Leased Property. Lessee, however, shall be permitted to prosecute claims against
Lessor's predecessors-in-title, contractors, subcontractors and suppliers for
breach of any representation or warranty or for any latent defects in the Leased
Property to be maintained by Lessee unless



                                      -17-
<PAGE>   23

Lessor is already diligently pursuing such a claim. All repairs shall, to the
extent reasonably achievable, be at least equivalent in quality to the original
work. Lessee will not take or omit to take any action, the taking or omission of
which might materially impair the value or the usefulness of the Leased Property
or any part thereof for its Primary Intended Use.

             (b) Notwithstanding Lessee's obligations under Section 9.1(a)
hereinabove, in the event that (i) repairs and/or replacements of the Leased
Property become necessary in order to maintain the Golf Facility in the same
quality and condition as it currently exists, (ii) such repairs and/or
replacements are under generally accepted accounting principles considered to be
capital in nature, (iii) the funds then available to Lessee in the FFE Reserve
or at the Leased Property, either in the form of reserves, insurance proceeds,
or other income generated by the Leased Property and available to Lessee are
insufficient to enable Lessee to pay the costs of making any such repairs and/or
replacements and (iv) Lessor consents, which consent shall not be unreasonably
withheld, to the repairs and/or replacements then Lessor shall be required to
bear the cost of making such repairs and/or replacements. Except as set forth in
the foregoing sentence, Lessor shall not under any circumstances be required to
build or rebuild any improvements on the Leased Property, to make any repairs,
replacements, alterations, restorations or renewals of any nature or description
to the Leased Property, whether ordinary or extraordinary, foreseen or
unforeseen, or to make any expenditure whatsoever with respect thereto, in
connection with this Lease, or to maintain the Leased Property in any way.
Lessee hereby waives, to the extent permitted by law, the right to make repairs
at the expense of Lessor pursuant to any law in effect at the time of the
execution of this Lease or hereafter enacted. Lessor shall have the right to
give, record and post, as appropriate, notices of nonresponsibility under any
mechanic's lien laws now or hereafter existing.

             (c) Nothing contained in this Lease and no action or inaction by
Lessor shall be construed as (1) constituting the request of Lessor, expressed
or implied, to any contractor, subcontractor, laborer, materialman or vendor to
or for the performance of any labor or services or the furnishing of any
materials or other property for the construction, alteration, addition, repair
or demolition of or to the Leased Property or any part thereof, or (2) giving
Lessee any right, power or permission to contract for or permit the performance
of any labor or services or the furnishing of any materials or other property in
such fashion as would permit the making of any claim against Lessor in respect
thereof or to make any agreement that may create, or in any way be the basis of
any right, title, interest, lien, claim or other encumbrance upon the estate of
Lessor in the Leased Property, or any portion thereof.

             (d) Lessee will, upon the expiration or prior termination of the
Term of this Lease, vacate and surrender the Leased Property to Lessor in the
condition in which the Leased Property was originally received from Lessor,
except as repaired, rebuilt, restored, altered or added to as permitted or
required by the provisions of this Lease and except for ordinary wear and tear
(subject to the obligation of Lessee to maintain the Leased Property in good
order and repair,



                                      -18-
<PAGE>   24

as would a prudent owner, during the entire Term of the Lease), or damage by
casualty or condemnation (subject to the obligations of Lessee to restore or
repair as set forth in the Lease).

         9.2 Encroachments, Restrictions, Etc. If any of the improvements on the
Leased Property, at any time, materially encroach upon any property, street or
right-of-way adjacent to the Leased Property, or violate the agreements or
conditions contained in any restrictive covenant or other agreement affecting
the Leased Property, or any part thereof, or impair the rights of others under
any easement or right-of-way to which the Leased Property is subject, then
promptly upon the request of Lessor or at the behest of any person affected by
any such encroachment, violation or impairment, Lessee shall, at its expense,
subject to its right to contest the existence of any encroachment, violation or
impairment and in such case, in the event of an adverse final determination,
either (a) obtain valid and effective waivers or settlements of all claims,
liabilities and damages resulting from each such encroachment, violation or
impairment, whether the same shall affect Lessor or Lessee or (b) make such
changes in the improvements on the Leased Property and take such other actions,
as Lessee in the good faith exercise of its judgment deems reasonably
practicable to remove such encroachment, and to end such violation or
impairment, including, if necessary, the alteration of any such improvements,
and in any event take all such actions as may be necessary in order to be able
to continue the operation of the Leased Property for the Primary Intended Use
substantially in the manner and to the extent the Leased Property was operated
prior to the assertion of such violation, impairment and encroachment. Any such
alteration shall be made in conformity with the applicable requirements of
Article X. Lessee's obligations under this Section 9.2 shall be in addition to
and shall in no way discharge or diminish any obligation of any insurer under
any policy of title or other insurance held by Lessor. Notwithstanding anything
to the contrary contained in this Section 9.2, so long as any encroachment,
violation or impairment described above does not materially interfere with the
operation of the Golf Facility, Lessor shall not require Lessee to remedy or
otherwise address the same.


                                    ARTICLE X

         Alterations. Lessee shall have the right to make additions,
modifications or improvements to the Leased Property from time to time as
Lessee, in its discretion, may deem to be desirable for its permitted uses and
purposes, provided that such action will not significantly alter the character
or purposes or significantly detract from the value or operating efficiency
thereof and will not significantly impair the revenue-producing capability of
the Leased Property or adversely affect the ability of the Lessee to comply with
the provisions of this Lease. The cost of such additions, modifications or
improvements to the Leased Property shall be paid by Lessee, and all such
additions, modifications or improvements shall, without payment by Lessor at any
time, be included under the terms of this Lease and upon expiration or earlier
termination of this Lease shall pass to and become the property of Lessor. In no
event shall any alterations, additions or other improvements made by Lessee be
removed from the Leased Property unless request is made



                                      -19-
<PAGE>   25
by Lessor to Lessee to remove such alterations, additions and other improvements
which were made without Lessor's approval where such approval was required under
this Lease.


                                   ARTICLE XI

         Liens. Subject to the provision of Article XII relating to permitted
contests, Lessee will not directly or indirectly create or allow to remain and
will promptly discharge at its expense any lien, encumbrance, attachment, title
retention agreement or claim upon the Leased Property or any attachment, levy,
claim or encumbrance in respect of the rent payable hereunder, not including,
however, (a) this Lease, (b) the matters, if any, included as exceptions in the
title policy insuring Lessor's interest in the Leased Property to be issued on
or about the Commencement Date, (c) restrictions, liens and other encumbrances
which are consented to in writing by Lessor or any easements granted pursuant to
the provisions of Section 7.3 of this Lease, (d) liens for those taxes upon
Lessor which Lessee is not required to pay hereunder, (e) subleases permitted by
Article XXI hereof, (f) liens for Impositions or for sums resulting from
noncompliance with legal requirements so long as (1) the same are not yet
payable or are payable without the addition of any fine or penalty or (2) such
liens are in the process of being contested as permitted by Article XII, (g)
liens of mechanics, laborers, materialmen, suppliers or vendors for sums either
disputed or not yet due provided that: (1) the payment of such sums shall not be
postponed under any related contract for more than sixty (60) days after the
completion of the action giving rise to such lien and such reserve or other
appropriate provisions as shall be required by law or generally accepted
accounting principles shall have been made therefor, or (2) any such liens are
in the process of being contested as permitted by Article XII hereof, and (h)
any liens which are the responsibility of Lessor pursuant to the provisions of
Article XXXI of this Lease.


                                   ARTICLE XII

         Permitted Contests. Lessee shall have the right to contest the amount
or validity of any Imposition to be paid by Lessee or any legal requirement or
insurance requirement or any lien, attachment, levy, encumbrance, charge or
claim ("Claims") not otherwise permitted by Article XI, by appropriate legal
proceedings in good faith and with due diligence (but this shall not be deemed
or construed in any way to relieve, modify or extend Lessee's covenants to pay
or its covenants to cause to be paid any such charges at the time and in the
manner as in this Article provided), on condition, however, that such legal
proceedings shall not operate to relieve Lessee from its obligations hereunder
and shall not cause the sale or risk the loss of the Leased Property, or any
part thereof, or cause Lessor or Lessee to be in default under any mortgage,
deed of trust or security deed encumbering the Leased Property or any interest
therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or
other assurance reasonably satisfactory to Lessor that all Claims which may be
assessed against the Leased Property together with interest and penalties, if
any, thereon will be paid, or (b) deposit within the time otherwise required for



                                      -20-
<PAGE>   26

payment with a bank or trust company as trustee upon terms reasonably
satisfactory to Lessor, as security for the payment of such Claims, money in an
amount sufficient to pay the same, together with interest and penalties in
connection therewith, as to all Claims which may be assessed against or become a
Claim on the Leased Property, or any part thereof, in said legal proceedings.
Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of
such deposit within five (5) days of the same. Lessor agrees to join in any such
proceedings if the same be required to legally prosecute such contest of the
validity of such Claims; provided, however, that Lessor shall not thereby be
subjected to any liability for the payment of any costs or expenses in
connection with any proceedings brought by Lessee; and Lessee covenants to
indemnify and save harmless Lessor from any such costs or expenses. Lessee shall
be entitled to any refund of any Claims and such charges and penalties or
interest thereon which have been paid by Lessee or paid by Lessor and for which
Lessor has been fully reimbursed. In the event that Lessee fails to pay any
Claims when due or to provide the security therefor as provided in this
paragraph and to diligently prosecute any contest of the same, Lessor may, upon
ten (10) days advance written notice to Lessee, pay such charges together with
any interest and penalties and the same shall be repayable by Lessee to Lessor
at the next rent payment date provided for in this Lease. Provided, however,
that should Lessor reasonably determine that the giving of such notice would
risk loss to the Leased Property or cause damage to Lessor, then Lessor shall
give such notice as is practical under the circumstances. Lessor reserves the
right to contest at its expense any of the Claims not pursued by Lessee. Lessor
and Lessee agree to cooperate in coordinating the contest of any Claims.


                                  ARTICLE XIII

         13.1 General Insurance Requirements. During the Term, Lessee shall at
all times keep the Leased Property insured with the kinds and amounts of
insurance described below. This insurance shall be written by companies
authorized to issue insurance in the State of California. The policies must name
Lessor as an additional named insured or an additional insured, as the case may
be. Losses shall be payable to Lessor or Lessee as provided in this Lease. Any
loss adjustment shall require the written consent of Lessor and Lessee, each
acting reasonably, promptly and in good faith. Evidence of insurance shall be
deposited with Lessor. The policies on the Leased Property shall at all times
satisfy the terms of any ground lease, mortgage and/or franchise agreement and
shall include the following:

              (a) Personal property insurance on the "Special Form" (formerly
"All Risk" form) in the full amount of the replacement cost thereof;

              (b) Loss of income insurance on an "All Risk" form, in the amount
of one year of Base Rent and Percentage Rent (based on the last Lease Year of
operation or, to the extent the Leased Property has not been operated for an
entire 12-month Lease Year, based on prorated



                                      -21-
<PAGE>   27

Percentage Rent) for the benefit of Lessor, and business interruption insurance
on an "All Risk" form in the amount of one year of Base Rent and Percentage
Rent, for the benefit of Lessee;

              (c) Commercial general liability insurance, with contractual
indemnity endorsement, with amounts not less than $1,000,000 combined single
limit for each occurrence and $2,000,000 for the aggregate of all occurrences
within each policy year, as well as excess liability (umbrella) insurance with
limits of at least $50,000,000 per occurrence, covering each of the following:
bodily injury, death, or property damage liability per occurrence, personal and
advertising injury, products and completed operations, with respect to Lessee,
and "all risk legal liability" (including liquor law or "dram shop" liability,
if liquor or alcoholic beverages are served on the Leased Property) with respect
to Lessor and Lessee;

              (d) Fidelity bonds or blanket crime policies with limits and
deductibles as may be reasonably determined by Lessee and approved by Lessor
(such approval not to be unreasonably withheld), covering Lessee's employees in
job classifications normally bonded under prudent golf facility management
practices in the United States or otherwise required by law;

              (e) Comprehensive form automobile liability insurance for owned,
non-owned and hired vehicles, in the amount of $1,000,000;

              (f) Garagekeeper's legal liability insurance covering both
comprehensive and collision-type losses with a limit of liability of $2,000,000
for any one occurrence, of which coverage in excess of $1,000,000 may be
provided by way of an excess liability policy;

              (g) Innkeeper's legal liability insurance covering property of
guests while on the Leased Property for which Lessor is legally responsible with
a limit of not less than $5,000 in any one occurrence or $25,000 annual
aggregate;

              (h) Employers liability insurance with limits of not less than
$500,000 per occurrence;

              (i) Workers' compensation insurance to the extent necessary to
protect Lessor, Lessee and the Leased Property against Lessee's worker's
compensation claims to the extent required by applicable state laws; and

              (j) Insurance covering such other hazards (such as plate glass or
other common risks) and in such amounts as may be (A) required by a holder of a
lien on the Leased Property, or (B) customary for comparable properties in the
area of the Leased Property and is available from insurance companies, insurance
pools or other appropriate companies authorized to do business in the State of
California at rates which are economically practicable in relation to the risks
covered as may be reasonably determined by Lessor or Lessee.



                                      -22-
<PAGE>   28
         Lessee shall keep in force the foregoing insurance coverages at its
expense.

         13.2 Waiver of Subrogation. All insurance policies carried by Lessor or
Lessee covering the Leased Property including, without limitation, contents,
fire and casualty insurance, shall expressly waive any right of subrogation on
the part of the insurer against the other party. The parties hereto agree that
their policies will include such waiver clause or endorsement so long as the
same are obtainable without extra cost, and in the event of such an extra charge
the other party, at its election, may pay the same, but shall not be obligated
to do so.

         13.3 Form Satisfactory, Etc. All of the policies of insurance referred
to in this Article XIII shall be written in a form, with deductibles and by
insurance companies reasonably satisfactory to Lessor. Lessee shall pay all of
the premiums therefor, and deliver such policies or certificates thereof to
Lessor prior to their effective date (and, with respect to any renewal policy,
thirty (30) days prior to the expiration of the existing policy), and in the
event of the failure of Lessee either to effect such insurance as herein called
for or to pay the premiums therefor, or to deliver such policies or certificates
thereof to Lessor at the times required, Lessor shall be entitled, but shall
have no obligation, to effect such insurance and pay the premiums therefor, and
Lessee shall reimburse Lessor for any premium or premiums paid by Lessor for the
coverages required under Section 13.1 upon written demand therefor, and Lessee's
failure to repay the same within thirty (30) days after notice of such failure
from Lessor shall constitute an Event of Default within the meaning of Section
16.1(b). Each insurer mentioned in this Article XIII shall agree, by endorsement
to the policy or policies issued by it, or by independent instrument furnished
to Lessor, that it will give to Lessor thirty (30) days written notice before
the policy or policies in question shall be materially altered, allowed to
expire or canceled.

         13.4 Increase in Limits. If either Lessor or Lessee at any time deems
the limits of the personal injury or property damage under the comprehensive
public liability insurance then carried to be either excessive or insufficient,
Lessor or Lessee shall endeavor in good faith to agree on the proper and
reasonable limits for such insurance to be carried and such insurance shall
thereafter be carried with the limits thus agreed on until further change
pursuant to the provisions of this Article.

         13.5 Reports On Insurance Claims. Lessee shall promptly investigate and
make a complete and timely written report to the appropriate insurance company
as to all accidents, all claims for damage relating to the ownership, operation,
and maintenance of the Golf Facility, and any damage or destruction to the Golf
Facility and the estimated cost of repair thereof and shall prepare any and all
reports required by any insurance company in connection therewith. All such
reports shall be timely filed with the insurance company as required under the
terms of the insurance policy involved. Lessee shall cause its insurance company
or insurance broker to provide to Lessor, on or before the first day of each
calendar quarter, a claims summary reflecting all claims filed or otherwise made
against any and all insurance coverage that Lessee is required



                                      -23-
<PAGE>   29
to maintain under this Lease ("Claims Summary"); provided, however, a Claims
Summary shall be provided more frequently at Lessor's request, but not more
frequently than once per month.


                                   ARTICLE XIV

         14.1 Insurance Proceeds. If during the Term, the Leased Property is
partially destroyed by a risk covered by the insurance described in Article
XIII, but the Leased Property is not thereby rendered Unsuitable for its Primary
Intended Use (hereafter defined) or Uneconomic for its Primary Intended Use
(hereafter defined), Lessor or, at the election of Lessor, Lessee shall, if
insurance proceeds are made available by the first lienholder, if any, of the
Leased Property, restore the Leased Property at Lessor's cost to substantially
the same condition as existed immediately before the damage or destruction and
otherwise in accordance with the terms of the Lease, and this Lease shall not
terminate as a result of such damage or destruction. If Lessee restores the
Leased Property, the insurance proceeds shall be paid out by Lessor from time to
time for the reasonable costs of such restoration upon satisfaction of terms and
conditions specified by Lessor, and any excess proceeds remaining after such
restoration shall be paid to Lessor except for any amount thereof paid with
respect to Lessee's personal property. If the insurance proceeds are not
adequate to complete such restoration, Lessor shall fund all such excess costs.
As used herein, "Uneconomic for its Primary Intended Use" means a state or
condition of the Leased Property such that in the judgment of Lessor the Leased
Property cannot be operated on a commercially practicable basis for its Primary
Intended Use, such that Lessor intends to, and shall, cease operations from the
Leased Property; and "Unsuitable for its Primary Intended Use" means a state or
condition of the Leased Property such that in the judgment of Lessor the Leased
Property cannot function as a public golf facility consistent with standards
applicable to a well maintained and operated golf facility in quality and
function to that of the Leased Property prior to the damage or loss.

         14.2 No Abatement of Rent. Any damage or destruction due to casualty
notwithstanding, this Lease shall remain in full force and effect, and Lessee's
obligation to make rental payments and to pay all other charges required by this
Lease shall remain unabated.

         14.3 Damage During Term. Notwithstanding any provisions of Section 14.1
appearing to the contrary, if damage to or destruction of the Leased Property
occurring during the Term of this Lease renders the Leased Property Unsuitable
for its Primary Intended Use, then either Lessor or Lessee (but in Lessee's case
only if the Leased Property is rendered Unsuitable for its Primary Intended Use
for a period in excess of twelve (12) months), shall have the right to terminate
this Lease by giving written notice to the other party, in Lessor's case at any
time after the occurrence of such damage or destruction, or in Lessee's case
within thirty (30) days after the expiration of such period, whereupon all
accrued Base Rent, Percentage Rent and Additional Charges shall be paid
immediately, and this Lease shall automatically terminate.



                                      -24-
<PAGE>   30
                                   ARTICLE XV

         15.1 Definitions.

              (a) "Condemnation" means a transfer of and/or compensation for the
diminished value of all or portion of the Leased Property resulting from (1) the
exercise of any governmental power, whether by legal proceedings or otherwise,
by a Condemnor, and (2) a voluntary sale or transfer by Lessor to any Condemnor,
either under threat of condemnation or while legal proceedings for condemnation
are pending.

              (b) "Date of Taking" means the date the Condemnor has the right to
possession of the property being condemned.

              (c) "Award" means all compensation, sums or anything of value
awarded, paid or received on a total or partial Condemnation.

              (d) "Condemnor" means any public or quasi-public authority, or
private corporation or individual, having the power of Condemnation.

         15.2 Parties' Rights and Obligations. If during the Term there is any
Condemnation of all or any part of the Leased Property or any interest in this
Lease, the rights and obligations of Lessor and Lessee shall be determined by
this Article XV.

         15.3 Total Taking. If title to the fee of the whole of the Leased
Property is condemned by any Condemnor, this Lease shall cease and terminate as
of the Date of Taking by the Condemnor. If title to the fee of less than the
whole of or substantially all of the Leased Property is so taken or condemned,
which nevertheless renders the Leased Property Unsuitable for its Primary
Intended Use or Uneconomic for its Primary Intended Use, Lessee and Lessor shall
each have the option, by notice to the other, at any time prior to the Date of
Taking, to terminate this Lease as of the Date of Taking. Upon such date, if
such notice has been given, this Lease shall thereupon cease and terminate. All
Base Rent, Percentage Rent and Additional Charges paid or payable by Lessee
hereunder shall be apportioned as of the Date of Taking, and Lessee shall
promptly pay Lessor such amounts.

         15.4 Allocation of Award. The total Award made with respect to the
Leased Property or for loss of rent, or for Lessor's loss of business beyond the
Term, shall be solely the property of and payable to Lessor. Any Award made for
loss of business during the remaining Term, if any, or for removal and
relocation expenses of Lessee in any such proceedings shall be the sole property
of and payable to Lessee. In any Condemnation proceedings Lessor and Lessee
shall each seek its Award in conformity herewith, at its respective expense;
provided, however, Lessee shall not initiate, prosecute or acquiesce in any
proceedings that may result in a diminution of any Award payable to Lessor.



                                      -25-
<PAGE>   31
         15.5 Partial Taking. If title to less than the whole of or
substantially all of the Leased Property is condemned, and the Leased Property
is still suitable for its Primary Intended Use, and not Uneconomic for its
Primary Intended Use, or if Lessee or Lessor is entitled but neither elects to
terminate this Lease as provided in Section 15.3, Lessee at its cost shall with
all reasonable dispatch restore the untaken portion of the Leased Property so
that such Leased Property contains the same architectural units of the same
general character and condition (as nearly as may be possible under the
circumstances) as the Leased Property existing immediately prior to the
Condemnation. Lessor shall contribute to the cost of restoration that part of
its Award specifically allocated to such restoration, if any, together with
severance and other damages awarded for the taken Leased Property; provided,
however, that the amount of such contributions shall not exceed such cost.

         15.6 Temporary Taking. If the whole or any part of the Leased Property
or of Lessee's interest under this Lease is condemned by any Condemnor for its
temporary use or occupancy, this Lease shall not terminate by reason thereof,
and Lessee shall continue to pay, in the manner and at the terms herein
specified, the full amount of all Base Rent, Percentage Rent, and Additional
Charges. Except only to the extent that Lessee may be prevented from so doing
pursuant to the terms of the order of the Condemnor, Lessee shall continue to
perform and observe all of the other terms, covenants, conditions and
obligations hereof on the part of the Lessee to be performed and observed, as
though such Condemnation had not occurred. In the event of any Condemnation as
is in this Section 15.6 described, the entire amount of any Award made for such
Condemnation allocable to the Term of this Lease, whether paid by way of
damages, rent or otherwise, shall be paid to Lessee. Lessee covenants that upon
the termination of any such period of temporary use or occupancy it will, at its
sole cost and expense (subject to Lessor's contribution as set forth below),
restore the Leased Property as nearly as may be reasonably possible to the
condition in which the same was immediately prior to such Condemnation, unless
such period of temporary use or occupancy extends beyond the expiration of the
Term, in which case Lessee shall not be required to make such restoration. If
restoration is required hereunder, Lessor shall contribute to the cost of such
restoration that portion of its entire Award that is specifically allocated to
such restoration in the judgment or order of the court, if any, and Lessee shall
fund the balance of such costs in advance of restoration in a manner reasonably
satisfactory to Lessor.


                                   ARTICLE XVI

         16.1 Events of Default. If any one or more of the following events
(individually, an "Event of Default") occurs:

              (a) if Lessee fails to pay any Base Rent, Percentage Rent,
Additional Charges Impositions or any other monies required to be paid by Lessee
under this Lease, and such failure continues for a period of fifteen (15) days
after written notice specifying such failure has been provided Lessee by Lessor;
or



                                      -26-
<PAGE>   32
              (b) if Lessee fails to observe or perform any other term, covenant
or condition of this Lease and such failure is not cured by Lessee within a
period of thirty (30) days after receipt by the Lessee of notice thereof from
Lessor, unless such failure cannot with due diligence be cured within a period
of thirty (30) days, in which case it shall not be deemed an Event of Default if
Lessee proceeds promptly and with due diligence to cure the failure and
diligently completes the curing thereof provided, however, in no event shall
such cure period extend beyond ninety (90) days after notice of such failure has
been provided to Lessee by Lessor;

then, and in any such event, Lessor may exercise one or more remedies available
to it herein or at law or in equity, including but not limited to its right to
terminate this Lease by giving Lessee not less than ten (10) days' notice of
such termination.

         If litigation is commenced with respect to any alleged default under
this Lease, the prevailing party in such litigation shall receive, in addition
to its damages incurred, such sum as the court shall determine as its reasonable
attorneys' fees, and all costs and expenses incurred in connection therewith.

         16.2 Surrender. If an Event of Default occurs (and the event giving
rise to such Event of Default has not been cured within the curative period
relating thereto as set forth in Section 16.1) and is continuing, whether or not
this Lease has been terminated pursuant to Section 16.1, Lessee shall, if
requested by Lessor so to do, immediately surrender to Lessor the Leased
Property including, without limitation, any and all books, records, files,
licenses, permits and keys relating thereto, and quit the same and Lessor may
enter upon and repossess the Leased Property by reasonable force, summary
proceedings, ejectment or otherwise, and may remove Lessee and all other persons
and any and all personal property from the Leased Property, subject to the
rights of any Golf Facility guests and tenants or subtenants and to any
requirement of law. Lessee hereby waives any and all requirements of applicable
laws for service of notice to re-enter the Leased Property. Lessor shall be
under no obligation to, but may if it so chooses, relet the Leased Property or
otherwise mitigate Lessor's damages.

         16.3 Damages. Neither (a) the termination of this Lease, (b) the
repossession of the Leased Property, (c) the failure of Lessor to relet the
Leased Property, nor (d) the reletting of all or any portion thereof, shall
relieve Lessee of its liability and obligations hereunder, all of which shall
survive any such termination, repossession or reletting. In the event of any
such termination, Lessee shall forthwith pay to Lessor all rent due and payable
with respect to the Leased Property to and including the date of such
termination.

         Lessee shall forthwith pay to Lessor, at Lessor's option, as and for
liquidated and agreed current damages for Lessee's default, either:

              (1) Without termination of Lessee's right to possession of the
Leased Property, each installment of rent and other sums payable by Lessee to
Lessor under the Lease as the same



                                      -27-
<PAGE>   33
becomes due and payable, which rent and other sums shall bear interest at the
rate of twelve percent (12%) per annum until paid, and Lessor may enforce, by
action or otherwise, any other term or covenant of this Lease; or

              (2)  the sum of:

                   (A) the unpaid rent which had been earned at the time of
termination, repossession or reletting, and

                   (B) the worth at the time of termination, repossession or
reletting of the amount by which the unpaid rent for the balance of the Term of
this Lease after the time of termination, repossession or reletting, exceeds the
amount of such rental loss that Lessee proves could be reasonably avoided, and

                   (C) any other amount necessary to compensate Lessor for all
the detriment proximately caused by Lessee's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom. The worth at the time of termination, repossession or
reletting of the amount referred to in subparagraph (B) is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of New
York at the time of award plus one percent (1%).

Percentage Rent for the purposes of this Section 16.3 shall be a sum equal to
(i) the average of the annual amounts of Percentage Rent for the three calendar
years immediately preceding the calendar year in which the termination, re-entry
or repossession takes place, or (ii) if three calendar years shall not have
elapsed, the Percentage Rent during the preceding calendar year during which
this Lease was in effect, or (iii) if one calendar year has not elapsed, the
amount derived by annualizing the Percentage Rent from the Commencement Date of
this Lease.

         16.4 Application of Funds. Any payments received by Lessor under any of
the provisions of this Lease during the existence or continuance of any Event of
Default shall be applied to Lessee's obligations in the order that Lessor may
determine or as may be prescribed by the laws of the State of California.


                                  ARTICLE XVII

         Lessor's Right to Cure Lessee's Default. If Lessee fails to make any
payment or to perform any act required to be made or performed under this Lease
including, without limitation, Lessee's failure to comply with the terms of the
agreements wherein Lessor's interest has been assigned to Lessee hereunder, and
fails to cure the same within the relevant time periods provided in Section
16.1, Lessor, without waiving or releasing any obligation of Lessee, and without
waiving or releasing any obligation or default, may (but shall be under no
obligation to) at any



                                      -28-
<PAGE>   34
time thereafter make such payment or perform such act for the account and at the
expense of Lessee, and may, to the extent permitted by law, enter upon the
Leased Property for such purpose and take all such action thereon as, in
Lessor's opinion, may be necessary or appropriate therefor. No such entry shall
be deemed an eviction of Lessee. All sums so paid by Lessor and all costs and
expense (including, without limitation, reasonable attorneys' fees and expenses,
in each case to the extent permitted by law) so incurred, together with a late
charge thereon (to the extent permitted by law) at a rate equal to the prime
rate (or base rate) reported in the Money Rates column or comparable section of
the Wall Street Journal as the rate then in effect for corporate loans at large
U.S. money center commercial banks plus five percent ( 5%) per annum from the
date on which such sums or expenses are paid or incurred by Lessor, shall be
paid by Lessee to Lessor on demand. The obligations of Lessee and rights of
Lessor contained in this Article shall survive the expiration or earlier
termination of this Lease.


                                  ARTICLE XVIII

         Holding Over. If Lessee for any reason remains in possession of the
Leased Property after the expiration or earlier termination of the Term of this
Lease, such possession shall be as a tenant at sufferance during which time
Lessee shall pay as rental each month two times the aggregate of (a) one-twelfth
of the aggregate Base Rent and Percentage Rent payable with respect to the last
year of the Term of this Lease, (b) all additional charges accruing during the
applicable month and (c) all other sums, if any, payable by Lessee under this
Lease with respect to the Leased Property. During such period, Lessee shall be
obligated to perform and observe all of the terms, covenants and conditions of
this Lease, but shall have no rights hereunder other than the right, to the
extent given by law to tenancies at sufferance, to continue its occupancy and
use of the Leased Property. Nothing contained herein shall constitute the
consent, express or implied, of Lessor to the holding over of Lessee after the
expiration or earlier termination of this Lease.


                                   ARTICLE XIX

         Risk of Loss. During the Term of this Lease, the risk of loss or of
decrease in the enjoyment and beneficial use of the Leased Property in
consequence of the damage or destruction thereof by fire, the elements,
casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures,
attachments, levies or executions (other than those caused by Lessor and those
claiming from, through or under Lessor) is assumed by Lessee, and, in the
absence of gross negligence, willful misconduct or breach of this Lease by
Lessor pursuant to Section 31.2, Lessor shall in no event be answerable or
accountable therefor, nor shall any of the events mentioned in this Section
entitle Lessee to any abatement of rent except as specifically provided in this
Lease. Lessor and Lessee agree that if there is a Water Shortage (hereafter
defined), Lessor will in good faith negotiate with Lessee an equitable abatement
of Base Rent for periods of time during the Term that such Water Shortage
exists. "Water Shortage" means there has been a material increase



                                      -29-
<PAGE>   35
in the cost (net of all insurance proceeds, subsidies and other payments
received by Lessee as a result of the fact, circumstance or event directly or
indirectly causing the cost increase) in obtaining a supply of water to the
Leased Property and such increase has a materially adverse effect on the
profitability of the operations of the Golf Facility.


                                   ARTICLE XX

         Indemnification. Notwithstanding the existence of any insurance, and
without regard to the policy limits of any such insurance or self-insurance,
Lessee will protect, indemnify, hold harmless, and defend Lessor from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including, without limitation, reasonable attorneys'
fees and expenses), to the extent permitted by law, imposed upon or incurred by
or asserted against Lessor by reason of (a) any accident, injury to or death of
persons or loss of or damage to property occurring on or about the Leased
Property or adjoining sidewalks during the Term of this Lease, including without
limitation any claims under liquor liability, "dram shop" or similar laws, (b)
any past, present or future use, misuse, non-use, condition, management,
maintenance or repair by Lessee or any of its agents, employees or invitees of
the Leased Property or any litigation, proceeding or claim by governmental
entities or other third parties to which Lessor is made a party or participant
related to such use, misuse, non-use, condition, management, maintenance, or
repair thereof by Lessee or any of its agents, employees or invitees, including
any failure of Lessee or any of its agents, employees or invitees to perform any
obligations under this Lease or imposed by applicable law (other than arising
out of condemnation proceedings), (c) any Impositions that are the obligations
of Lessee pursuant to the applicable provisions of this Lease, (d) any failure
on the part of Lessee to perform or comply with any of the terms of this Lease,
(e) the non-performance of any of the terms and provisions of any and all
existing and future subleases of the Leased Property to be performed by the
landlord thereunder and (f) any use of the Marks in breach of this Lease.

         Lessor shall indemnify, save harmless and defend Lessee from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses imposed upon or incurred by or asserted against
Lessee as a result of (a) the gross negligence or willful misconduct of Lessor
arising in connection with this Lease or (b) any failure on the part of Lessor
to perform or comply with any of the terms of this Lease.

         Any amounts that become payable by an indemnifying party under this
Section shall be paid within ten (10) days after liability therefor on the part
of the indemnifying party is determined by litigation or otherwise, and if not
timely paid, shall bear a late charge (to the extent permitted by law) at the
rate of twelve percent (12%) per annum from the date of such determination to
the date of payment. An indemnifying party, at its expense, shall contest,
resist and defend any such claim, action or proceeding asserted or instituted
against the indemnified party. The indemnified party, at its expense, shall be
entitled to participate in any such claim, action, or proceeding, and



                                      -30-
<PAGE>   36

the indemnifying party may not compromise or otherwise dispose of the same
without the consent of the indemnified party, which may not be unreasonably
withheld. Nothing herein shall be construed as indemnifying Lessor against its
own grossly negligent acts or omissions or willful misconduct.

         Lessee's or Lessor's liability for a breach of the provisions of this
Article shall survive any termination of this Lease.


                                   ARTICLE XXI

         Subletting and Assignment. Except for subleases to concessionaires made
in the ordinary course of operating the Golf Facility, Lessee shall not sell,
assign or transfer all or any portion of its leasehold estate or sublet all or
any portion of the Leased Property, nor license the use of the Marks, without
first obtaining the prior written consent of Lessor. In the event of an
assignment or subletting by Lessee which is approved by Lessor, Lessee shall
nevertheless remain fully liable for the due performance of all obligations on
Lessee's part to be performed under this Lease. No permitted assignment, sale or
transfer shall be effective until there shall have been delivered to Lessor an
undertaking in recordable form, executed by the proposed assignee or sublessee,
wherein such assignee or sublessee assumes the due performance of all
obligations on Lessee's part to be performed under this Lease. Notwithstanding
the other provisions of this Article XXI to the contrary, Lessee shall be
entitled to sublease the Residential Structure for Employee Housing.


                                  ARTICLE XXII

         Officer's Certificates; Lessor's Estoppel Certificates and Covenants.

         (a) At any time and from time to time upon not less than twenty (20)
days notice by Lessor, Lessee will furnish to Lessor a statement certifying that
this Lease is unmodified and in full force and effect (or that this Lease is in
full force and effect as modified and setting forth the modifications), the date
to which the rent has been paid, whether to the knowledge of Lessee there is any
existing default or Event of Default exists thereunder by Lessor or Lessee, and
such other information as may be reasonably requested by Lessor. Any such
certificate furnished pursuant to this Section may be relied upon by Lessor, any
lender and any prospective purchaser of the Leased Property.

         (b) At any time and from time to time upon not less than thirty (30)
days notice by Lessee, Lessor will furnish to Lessee or to any person designated
by Lessee an estoppel certificate certifying that this Lease is unmodified and
in full force and effect (or that this Lease is in full force and effect as
modified and setting forth the modifications), the date to which rent has been



                                      -31-
<PAGE>   37
paid, whether to the knowledge of Lessor there is any existing default or Event
of Default on Lessee's part hereunder, and such other information as may be
reasonably requested by Lessee.


                                  ARTICLE XXIII

         Lessor's Right to Inspect. Lessee shall permit Lessor and its
authorized representatives as frequently as reasonably requested by Lessor to
inspect the Leased Property and Lessee's accounts and records pertaining thereto
and make copies thereof, during usual business hours upon reasonable advance
notice, subject only to any business confidentiality requirements reasonably
requested by Lessee.


                                  ARTICLE XXIV

         No Waiver. No failure by Lessor or Lessee to insist upon the strict
performance of any term hereof or to exercise any right, power or remedy
consequent upon a breach thereof, and no acceptance of full or partial payment
of rent during the continuance of any such breach, shall constitute a waiver of
any such breach or of any such term. To the extent permitted by law, no waiver
of any breach shall affect or alter this Lease, which shall continue in full
force and effect with respect to any other then existing or subsequent breach.


                                   ARTICLE XXV

         Remedies Cumulative. To the extent permitted by law, each legal,
equitable or contractual right, power and remedy of Lessor or Lessee now or
hereafter provided either in this Lease or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power
and remedy and the exercise or beginning of the exercise by Lessor or Lessee of
any one or more of such rights, powers and remedies shall not preclude the
simultaneous or subsequent exercise by Lessor or Lessee of any or all of such
other rights, powers and remedies.


                                  ARTICLE XXVI

         Acceptance of Surrender. No surrender to Lessor of this Lease or of the
Leased Property or any part thereof, or of any interest therein, shall be valid
or effective unless agreed to and accepted in writing by Lessor and no act by
Lessor or any representative or agent of Lessor, other than such a written
acceptance by Lessor, shall constitute an acceptance of any such surrender.



                                      -32-
<PAGE>   38
                                  ARTICLE XXVII

         No Merger of Title. There shall be no merger of this Lease or of the
leasehold estate created hereby by reason of the fact that the same person or
entity may acquire, own or hold, directly or indirectly: (a) this Lease or the
leasehold estate created hereby or any interest in this Lease or such leasehold
estate and (b) the fee estate in the Leased Property.


                                 ARTICLE XXVIII

         Conveyance by Lessor. If Lessor or any successor owner of the Leased
Property conveys the Leased Property in accordance with the terms hereof other
than as security for a debt, and the grantee or transferee of the Leased
Property expressly assumes all obligations of Lessor hereunder arising or
accruing from and after the date of such conveyance or transfer, Lessor or such
successor owner, as the case may be, shall thereupon be released from all future
liabilities and obligations of Lessor under this Lease arising or accruing from
and after the date of such conveyance or other transfer as to the Leased
Property and all such future liabilities and obligations shall thereupon be
binding upon the new owners.


                                  ARTICLE XXIX

         Notices. All notices, demands, or other communications of any type
given by the Lessor to the Lessee, or by the Lessee to the Lessor, whether
required by this Lease or in any way related to the transaction contracted for
herein, shall be void and of no effect unless given in accordance with the
provisions of this paragraph. All notices shall be in writing and delivered to
the person to whom the notice is directed, either in person, by facsimile
transmission, or by United States Mail, as a registered or certified item,
return receipt requested. Notices delivered by mail shall be deemed given when
deposited in a post office or other depository under the care or custody of the
United States Postal Service, enclosed in a wrapper with proper postage affixed,
addressed as follows:


<TABLE>
           <S>               <C>
           Lessor:           Crescent Real Estate Equities Limited Partnership
                             777 Main Street, Suite 2100
                             Fort Worth, Texas  76102
                             Attn: David M. Dean
                             Telephone No.:  (817) 321-1442
                             Facsimile No.:  (817) 321-2000
</TABLE>




                                      -33-
<PAGE>   39

<TABLE>
       <S>                  <C>
       with a copy to:       Brown McCarroll & Oaks Hartline, L.L.P.
                             300 Crescent Court, Suite 1400
                             Dallas, Texas 75201
                             Attn: Robert W. Dupuy
                             Telephone No.:  (214) 999-6102
                             Facsimile No.:  (214) 999-6170

                  Lessee:    Wine Country Golf Club, Inc.
                             306 W. 7th Street, Suite 1025
                             Fort Worth, Texas  76102
                             Attn: Jeffrey L. Stevens
                             Telephone No.:  (817) 339-2200
                             Facsimile No.:  (817) 339-1001
</TABLE>


                                   ARTICLE XXX

         Appraisers. If it becomes necessary to determine the fair market value
of the Leased Property for any purpose of this Lease, the party required or
permitted to give notice of such required determination shall include in the
notice the name of a person selected to act as appraiser on its behalf. Within
ten (10) days after notice, Lessor (or Lessee, as the case may be) shall by
notice to Lessee (or Lessor, as the case may be) appoint a second person as
appraiser on its behalf. The appraisers thus appointed, each of whom must be a
member of the American Institute of Real Estate Appraisers (or any successor
organization thereto) with at least five years experience in the State of
California appraising property similar to the Leased Property, shall, within
forty-five (45) days after the date of the notice appointing the first
appraiser, proceed to appraise the Leased Property to determine the fair market
value thereof as of the relevant date (giving effect to the impact, if any, of
inflation from the date of their decision to the relevant date); provided,
however, that if only one appraiser shall have been so appointed, then the
determination of such appraiser shall be final and binding upon the parties. If
two appraisers are appointed and if the difference between the amounts so
determined does not exceed five percent (5%) of the lesser of such amounts, then
the fair market value shall be an amount equal to fifty percent (50%) of the sum
of the amounts so determined. If the difference between the amounts so
determined exceeds five percent (5%) of the lesser of such amounts, then such
two appraisers shall have twenty (20) days to appoint a third appraiser. If no
such appraiser shall have been appointed within such twenty (20) days or within
ninety (90) days of the original request for a determination of fair market
value, whichever is earlier, either Lessor or Lessee may apply to any court
having jurisdiction to have such appointment made by such court. Any appraiser
appointed by the original appraisers or by such court shall be instructed to
determine the fair market value or fair market rental within forty-five (45)
days after appointment of such appraiser. The determination of the appraiser
which differs most in the terms of dollar amount from the determinations of the
other two appraisers shall be excluded, and fifty percent (50%) of the sum of
the remaining two determinations shall be final



                                      -34-
<PAGE>   40

and binding upon Lessor and Lessee as the fair market value or fair market
rental of the Leased Property, as the case may be. This provision for
determining by appraisal shall be specifically enforceable to the extent such
remedy is available under applicable law, and any determination hereunder shall
be final and binding upon the parties except as otherwise provided by applicable
law. Lessor and Lessee shall each pay the fees and expenses of the appraiser
appointed by it and each shall pay one-half of the fees and expenses of the
third appraiser and one-half of all other costs and expenses incurred in
connection with each appraisal.


                                  ARTICLE XXXI

         31.1 Lessor May Grant Liens. Upon notice to but without the consent of
Lessee, Lessor may, from time to time, directly or indirectly, create or
otherwise cause to exist any lien, encumbrance or title retention agreement
("Encumbrance") upon the Leased Property, or any portion thereon or interest
therein, whether to secure any borrowing or other means of financing or
refinancing. This Lease shall be subject and subordinate to the lien of any
Encumbrance that Lessor, its successors or assigns, has placed or may hereafter
place on or against all or any part of the Leased Property, and Lessee hereby
agrees to attorn to any such lienholder and any other purchaser at the
foreclosure of such lien (including obtaining of title by lender by deed in lieu
of foreclosure), upon demand. It is expressly provided and agreed that any such
lienholder shall not be required to agree not to disturb Lessee in the event of
a foreclosure or deed in lieu thereof and that, at the option of any such
lienholder or any other purchaser at foreclosure of such lien, this Lease may be
terminated and, upon such termination, Lessee shall have no further rights
hereunder.

         31.2 Breach by Lessor. It shall be a breach of this Lease if Lessor
fails to observe or perform any term, covenant or condition of this Lease on its
part to be performed and such failure continues for a period of thirty (30) days
after notice thereof from Lessee, unless such failure cannot with due diligence
be cured within a period of thirty (30) days, in which case such failure shall
not be deemed to continue if Lessor, within such 30-day period, proceeds
promptly and with due diligence to cure the failure and diligently completes the
curing thereof.


                                  ARTICLE XXXII

         32.1 Miscellaneous. Anything contained in this Lease to the contrary
notwithstanding, all claims against, and liabilities of, Lessee or Lessor
arising prior to any date of termination of this Lease shall survive such
termination. If any term or provision of this Lease or any application thereof
is invalid or unenforceable, the remainder of this Lease and any other
application of such term or provisions shall not be affected thereby. If any
late charges or any interest rate provided for in any provision of this Lease
are based upon a rate in excess of the maximum rate permitted by applicable law,
the parties agree that such charges shall be fixed at the maximum permissible



                                      -35-
<PAGE>   41

rate. Neither this Lease nor any provision hereof may be changed, waived,
discharged or terminated except by a written instrument in recordable form
signed by Lessor and Lessee. All the terms and provisions of this Lease shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. The headings in this Lease are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. This
Lease shall be governed by and construed in accordance with the laws of the
State of California, but not including its conflicts of laws rules.

         32.2 Transfer of Licenses. Upon the expiration or earlier termination
of the Term of this Lease, Lessee shall use its best efforts (i) to transfer to
Lessor or Lessor's nominee all licenses, operating permits and other
governmental authorizations and all contracts, including contracts with
governmental or quasi-governmental entities, that may be necessary for the
operation of the Golf Facility (collectively, "Licenses"), or (ii) if such
transfer is prohibited by law or Lessor otherwise elects, to cooperate with
Lessor or Lessor's nominee in connection with the processing by Lessor or
Lessor's nominee of any applications for, all Licenses; provided, in either
case, that the costs and expenses of any such transfer or the processing of any
such application shall be paid by Lessor or Lessor's nominee.

         32.3 Waiver of Presentment, Etc. Lessee waives all presentments,
demands for payment and for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance and waives
all notices of the existence, creation, or incurring of new or additional
obligations, except as expressly granted herein.


                                 ARTICLE XXXIII

         Financial Statements. Lessee shall deliver to Lessor (a) within sixty
(60) days after the end of each calendar year annual operating statements for
Lessee's business at the Leased Property (including a detailed profit and loss
statement and a detailed accounting of revenues) and a copy of the balance sheet
of Lessee as of the end of such year, and related statements of income and
retained earnings and changes in financial position for such year, (b) within
thirty (30) days after the end of each month monthly operating statements for
Lessee's business at the Leased Property (including a detailed profit and loss
statement and a detailed accounting of revenues) and a copy of the balance sheet
of Lessee as of the end of such month, (c) at least thirty (30) days before
commencement of each new Lease Year, an Annual Budget (hereafter defined) for
the upcoming Lease Year, (d) at least sixty (60) days before commencement of
each new Lease Year, a report of projected Gross Receipts for the upcoming Lease
Year and (e) such other information as Lessor may from time to time reasonably
request. As used in this Lease, "Annual Budget" means an estimate of income,
revenue, operating expenses and capital expenditures Lessee anticipates for the
operation and maintenance of the Golf Facility in a manner consistent with this
Lease. The foregoing financial statements shall be certified by a member or an
authorized officer (as the case may be) of Lessee. All financial statements of
Lessee delivered to Lessor shall be true and correct



                                      -36-
<PAGE>   42
in all respects, shall be prepared in accordance with generally accepted
accounting principles, consistently applied, and fairly present the financial
condition of the subject thereof as of the dates thereof. Any materially adverse
change that occurs in the financial condition reflected therein after the date
thereof shall be reported to Lessor promptly. None of the aforesaid financial
statements, or any certificate or statement furnished to Lessor by or on behalf
of Lessee in connection with the transactions contemplated hereby, shall contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein or herein not
misleading.


                                  ARTICLE XXXIV

         34.1 REIT Compliance. Lessee acknowledges that Lessor is a subsidiary
of Crescent Real Estate Equities Company, a Texas trust ("Crescent"), and
Crescent intends to qualify as a real estate investment trust under the Internal
Revenue Code of 1986, as amended. Lessee agrees that it will not knowingly or
intentionally take or omit any action, or permit any status to exist at the
Leased Property, which Lessee knows would or could result in Crescent being
disqualified from treatment as a real estate investment trust under the Internal
Revenue Code of 1986 as the provisions exist on the date hereof.

         34.2 Personal Property Limitation. Anything contained in this Lease to
the contrary notwithstanding, the average of the adjusted tax bases of the items
of personal property that are leased to the Lessee under this Lease at the
beginning and at the end of any calendar year shall not exceed fifteen percent
(15%) of the average of the aggregate adjusted tax bases of the Leased Property
at the beginning and at the end of each such calendar year. This Section 34.2 is
intended to insure that the rent payable hereunder qualifies as "rents from real
property," within the meaning of Section 856(d) of the Internal Revenue Code of
1986, or any similar or successor provisions thereto, and shall be interpreted
in a manner consistent with such intent.

         34.3 Sublease Rent Limitation. Anything contained in this Lease to the
contrary notwithstanding, without Lessor's prior written consent, Lessee shall
not sublet the Leased Property on any basis such that the rental to be paid by
the sublessee thereunder would be based, in whole or in part, on either (a) the
income of profits derived by the business activities of the sublessee, or (b)
any other formula such that any portion of the rent payable hereunder would fail
to qualify as "rents from real property" within the meaning of Section 856(d) of
the Internal Revenue Code of 1986, or any similar or successor provisions
thereto.

         34.4 Sublease Tenant Limitation. Anything contained in this Lease to
the contrary notwithstanding, without Lessor's prior written consent, Lessee
shall not sublease the Leased Property to any person or entity which Crescent
has certified to Lessee in writing that owns, directly or indirectly, a ten
percent (10%) or more interest in Crescent, within the meaning of



                                      -37-
<PAGE>   43
Section 856(d)(2)(B) of the Internal Revenue Code of 1986, or any similar or
successor provisions thereto.

         34.5 Lessee Ownership Limitation. Anything contained in this Lease to
the contrary notwithstanding, neither Lessee nor any affiliate of the Lessee
shall acquire, directly or indirectly, a ten percent (10%) or more interest in
Crescent, within the meaning of Section 856(d)(2)(B) of the Internal Revenue
Code of 1986, or any similar or successor provisions thereto.


                                  ARTICLE XXXV

         35.1 Lessor's Option to Terminate Lease. In the event Lessor enters
into a bona fide contract to sell the Leased Property to a non-affiliated party,
Lessor may terminate the Lease by giving not less than thirty (30) days prior
notice to Lessee of Lessor's election to terminate the Lease effective upon the
closing of such contract. Effective upon such closing date, this Lease shall
terminate and be of no further force and effect, except as to any obligations of
the parties existing as of such date that survive termination of this Lease. As
compensation for the early termination of its leasehold estate under this
Article XXXV, Lessor shall within ninety (90) days of such closing pay to Lessee
the fair market value of Lessee's leasehold estate hereunder as of the closing
of the sale of the Leased Property. In the event Lessor and Lessee are unable to
agree upon the fair market value of an original or replacement leasehold estate,
it shall be determined by appraisal using the appraisal procedures set forth in
Article XXX. Lessor shall not sell less than all of the Leased Property to an
unaffiliated third party during the Term of this Lease.

         35.2 Fair Market Value of Leasehold Estate. For the purposes of Section
35.1, fair market value of the leasehold estate means an amount equal to the
present value (using a 13% discount rate) of the net cash flow to be derived
from this Lease during the remaining Term of this Lease based on current
projections made by Lessee with respect to future occupancy of, and future cash
flow to be generated by the Leased Property.

         35.3 Termination Upon Default Under Sonoma Mission Inn Lease. In the
event the Sonoma Mission Inn Lease (hereafter defined) is terminated due to a
default thereunder by Wine Country Hotel, LLC, an affiliate of Lessee ("Wine
Country Hotel"), then Lessor may, at its option, but is not required to,
terminate this Lease without payment or other obligation to Lessee by providing
written notice thereof to Lessee, which termination shall be effective as of the
date set forth in such termination notice. "Sonoma Mission Inn Lease" means that
certain Lease Agreement between Lessor and Wine Country Hotel dated November ,
1996.



                                      -38-
<PAGE>   44
                                  ARTICLE XXXVI

         Mutual Option to Terminate. In the event the Sonoma Mission Inn Lease
is not extended beyond the expiration date that exists thereunder as of the
Commencement Date of this Lease, then either Lessee or Lessor may terminate this
Lease without further liability hereunder, other than Lessee's obligations for
accrued but unpaid amounts due Lessor hereunder, including without limitation
Base Rent, Percentage Rent and Additional Charges and obligations which
otherwise survive termination of this Lease. In the event Lessor or Lessee
terminate this Lease under this Article XXXVI, such termination shall be
coterminous with the termination of the Sonoma Mission Inn Lease.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -39-
<PAGE>   45
         IN WITNESS WHEREOF, the parties have executed this Lease by their duly
authorized officers as of the date first above written.

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

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


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



LESSEE:                   WINE COUNTRY GOLF CLUB, INC.
                          a Texas corporation


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



                                      -40-
<PAGE>   46

                                   EXHIBIT "A"

                               DESCRIPTION OF LAND





                                       -1-
<PAGE>   47

                                   EXHIBIT "B"

                PRELIMINARY STATEMENT OF CASH AND WORKING CAPITAL



<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                               <C>
Petty Cash                                                         $      0.00
Operating Cash                                                       50,000.00

Guest Ledger                                                              0.00
City Ledger                                                               0.00
Credit Card Accounts Receivable                                           0.00
Non Credit Card Accounts Receivable                                       0.00

Food Inventory                                                        3,033.13
Beverage Inventory                                                    9,247.83
Supplies Inventory                                                   90,313.73

Prepaids                                                                  0.00

Other Assets                                                              0.00
                                                                   -----------
Total Current Assets                                               $152,594.69
                                                                   ===========

                                   LIABILITIES

Trade Payables                                                     $      0.00

Sales/Occupancy Tax                                                   4,575.36
Payroll Accruals                                                          0.00
Operating Expense Accruals                                                0.00
Insurance Accrual                                                         0.00
Property Tax Accrual                                                 26,249.38
Personal Property Tax Accrual                                             0.00
Credit Card Discount Accrual                                              0.00
Misc. Accruals/Payables                                               2,335.38

Advance Deposits                                                     59,491.62
Gift Certificates                                                    37,547.08
                                                                   -----------
Total Current Liabilities                                          $130,198.82
                                                                   ===========


NET WORKING CAPITAL ASSET (DEFICIT)                                 $22,395.87
                                                                    ==========
</TABLE>



                                       -1-