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                                  EXHIBIT 10.2
    

   
                            INTERCOMPANY AGREEMENT
    


     THIS INTERCOMPANY AGREEMENT (the "Agreement") is made and entered into as
of the 3rd day of June, 1997, by and between Crescent Real Estate
Equities Limited Partnership, a Delaware limited partnership (the "Operating
Partnership") and Crescent Operating, Inc., a Delaware corporation ("Crescent
Operating").



                             W I T N E S S E T H:



   
     WHEREAS, Crescent Real Estate Equities Company, a Texas real estate 
investment trust ("Crescent Equities"), owns, directly or indirectly, a one
percent general partnership and an approximately 83.4 percent limited
partnership interest in the Operating Partnership;
    

     WHEREAS, the Operating Partnership may in certain circumstances determine 
that it is precluded from pursuing, or is limited in the manner in which it
pursues, various business opportunities due to the status of Crescent Equities
as a real estate investment trust ("REIT") under sections 856 through 860 of
the Internal Revenue Code of 1986, as amended (the "Code");

     WHEREAS, Crescent Operating is a newly created corporation that was formed
for the purposes of, among other things, becoming a lessee and operator of
various types of assets, including real estate owned by the Operating
Partnership and others; and

     WHEREAS, in light of the purposes for which Crescent Operating was formed,
the Operating Partnership and Crescent Operating desire to enter into this
Agreement in order to provide to each other a right of first opportunity and
notification right with respect to certain investment opportunities available
to each of them.

     NOW, THEREFORE, in consideration of the premises and mutual undertakings
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
undersigned parties hereby agree as follows:

     1.   Definitions.  Except as may be otherwise herein expressly provided, 
the following terms and phrases shall have the meanings set forth below:

   
    



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          (a) "Company Affiliate" means any entity in which a majority of the 
beneficial ownership interests are owned by the Operating Partnership or by any
entity controlled by, controlling or under common control with the Operating
Partnership.
    

   
          (b) "Insider" means Gerald W. Haddock, John C. Goff, Richard E. 
Rainwater or any senior officer or director of the Operating Partnership or of
any entity controlled by, controlling or under common control with the
Operating Partnership.
    

   
          (c) "REIT Opportunity" means a direct or indirect opportunity to 
invest in (i) real estate (including without limitation the opportunity to
provide services related to real estate or to invest in a hotel property), real
estate mortgages, real estate derivatives, or entities that invest primarily in
or have a substantial portion of their assets in the aforementioned types of
real estate assets, or (ii) any other investments which may be structured in a
manner so as to be REIT-Qualified Investments (as hereinafter defined), as
determined by the Operating Partnership in its sole discretion. The Operating 
Partnership shall have the right from time to time to provide written notice 
to Crescent Operating specifying certain criteria for a REIT Opportunity in 
addition to the criteria specified above in this definition of REIT 
Opportunity. Any such written notice from the Operating Partnership may be 
modified or canceled by written notice given by the Operating Partnership at 
any time. The definition of REIT Opportunity shall be modified as appropriate 
from time to time in accordance with any such written notices sent by the 
Operating Partnership.
    

   
          (d) "Tenant Opportunity" means the opportunity to become the lessee 
under a "master" lease arrangement of a property owned or subsequently acquired
by the Operating Partnership if the Operating Partnership, in its sole
discretion, determines that, consistent with the status of Crescent Equities as
a REIT, the Operating Partnership is required to enter into such a "master"
lease arrangement for such property, including without limitation a hotel or
similar type of facility, so long as the Operating Partnership determines, in 
its sole discretion, that Crescent Operating or an entity that Crescent 
Operating controls is qualified to be the lessee based on experience in the 
industry and financial and legal qualifications, provided that all 
determinations relating to both (i) the ability or inability of the Operating
Partnership to pursue an opportunity or acquire assets and (ii) the necessity
for the Operating Partnership to enter into a "master" lease arrangement for a
property, shall be made by the Operating Partnership in its sole discretion. A
Tenant Opportunity shall not include (1) a property which already has an 
existing "master" lessee as of the date of this Agreement (or, with respect to
a property acquired subsequent to the date of this Agreement, which has an 
existing binding "master" lessee arrangement that predates the acquisition of 
the property by the Operating Partnership), provided that the Operating 
Partnership shall offer any such "master" lessee interest to Crescent 
Operating if the lessee interest subsequently becomes available), or (2) an 
opportunity in which the seller of the property (or any affiliate or designee 
of the seller) desires to enter into a "master"
    



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lease agreement with the Operating Partnership. Crescent Operating shall have 
the right from time to time to provide written notice to the Operating 
Partnership specifying certain criteria for a Tenant Opportunity
in addition to the criteria specified above in this definition of Tenant
Opportunity. Any such written notice from Crescent Operating may be modified or
canceled by written notice given by Crescent Operating at any time. The 
definition of Tenant Opportunity shall be modified as appropriate from time to
time in accordance with any such written notices sent by Crescent Operating.
    


     2.   Operating Partnership Right of First Opportunity; Notification Right.

          (a)  Right of First Opportunity.

   
               (i) During the term of this Agreement, if Crescent Operating 
develops a REIT Opportunity, or if any REIT Opportunity otherwise becomes
available to Crescent Operating, Crescent Operating shall first offer such REIT
Opportunity to the Operating Partnership. The offer shall be made by written
notice (the "Crescent Operating Notice") from Crescent Operating to the
Operating Partnership, which Crescent Operating Notice shall contain a detailed
description of the material terms and conditions of the REIT Opportunity. The
Operating Partnership shall have ten days (the "Ten-Day Period") from the
date of receipt of the Crescent Operating Notice to notify Crescent Operating
in writing that it has accepted or rejected the REIT Opportunity. If the
Operating Partnership does not respond by the end of the Ten-Day Period, the
Operating Partnership shall be deemed to have rejected the REIT Opportunity. If
the Operating Partnership accepts a REIT Opportunity, but subsequently decides
not to pursue such opportunity, or for any other reason fails to consummate
the REIT Opportunity, the Operating Partnership shall immediately provide
written notice that it is no longer pursuing such REIT Opportunity to Crescent
Operating.
    

   
               (ii) If the Operating Partnership rejects a REIT Opportunity, or
accepts such REIT Opportunity but thereafter provides, or is required by the
provisions hereof to provide, written notice to Crescent Operating that it is
no longer pursuing such REIT Opportunity, Crescent Operating shall, for a period
of one year after the Operating Partnership Withdrawal Date (as hereinafter
defined), be entitled to acquire the REIT Opportunity (A) at a price, and on
terms and conditions, that are not more favorable to Crescent Operating in any
material respect than the price and terms and conditions set forth in the
Crescent Operating Notice relating to such REIT Opportunity or (B) if the
Operating Partnership, at any time after the Crescent Operating Notice,
negotiated a different price, terms or conditions with the seller, then at a
price, and on terms and conditions, that are not more favorable than, the price
and terms and conditions negotiated by the Operating Partnership with the
seller). If Crescent Operating does not enter into a binding agreement to
acquire the REIT Opportunity within such one-year period, or if the price and
terms and conditions are more favorable to Crescent Operating in any material
respect than the price and terms and conditions set forth in the Crescent
Operating Notice (or, if applicable, than the 
    


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price and terms and conditions negotiated by the Operating Partnership with the
seller subsequent to the Crescent Operating Notice), Crescent Operating shall
again be required to comply with the procedures set forth above in Section
2(a)(i) if it desires to acquire such REIT Opportunity. The Operating
Partnership Withdrawal Date means any one of the following dates, as applicable:
(A) the date that the Operating Partnership notifies Crescent Operating that it
has rejected the REIT Opportunity, (B) if the Operating Partnership does not
respond to Crescent Operating regarding the REIT Opportunity, the expiration
date of the Ten-Day Period, or (C) if the Operating Partnership accepts the REIT
Opportunity but subsequently ceases to pursue the opportunity, the earlier of
(i) 30 days after the date on which the Operating Partnership ceases to pursue
the REIT Opportunity or (ii) the date of receipt by Crescent Operating of
written notice from the Operating Partnership that it is no longer pursuing the
REIT Opportunity.
    

               (iii) Crescent Operating agrees to use its commercially 
reasonable best efforts to assist the Operating Partnership in structuring and
consummating any REIT Opportunity accepted by the Operating Partnership, on 
terms determined by the Operating Partnership (including without limitation
structuring such investment opportunity as a "REIT-Qualified Investment," as
hereinafter defined). A "REIT-Qualified Investment" means an investment, the
income from which would qualify under the 95% gross income test set forth in
section 856(c)(2) of the Code, the ownership of which would not cause a REIT to
violate the asset limitations set forth in section 856(c)(5) of the Code, and
which otherwise meets the federal income tax requirements applicable to REITs.
Any expenses incurred that are directly related to structuring an investment as
a REIT-Qualified Investment shall be borne solely by the Operating Partnership.

   
          (b)  Notification Right. In the event that Crescent Operating develops
or becomes aware of any investment opportunity during the term of this Agreement
(other than a REIT Opportunity), and Crescent Operating is not interested in 
pursuing such opportunity, or the opportunity is otherwise unavailable to 
Crescent Operating, Crescent Operating shall immediately notify the Operating 
Partnership of such opportunity and provide to the Operating Partnership a copy
of all written information, and a description of all material terms not set 
forth in writing, available to Crescent Operating concerning such opportunity.
    

   
     3.   Crescent Operating Right of First Opportunity for Tenant Opportunity.
    

   
    

   
          (a) During the term of this Agreement, if the Operating Partnership
develops a Tenant Opportunity, or if a Tenant Opportunity otherwise becomes
available to the Operating Partnership, the Operating Partnership shall first
offer such Tenant Opportunity to Crescent Operating. The offer shall be made by
written notice (the "Operating Partnership Notice") from the Operating
Partnership to Crescent Operating, which Operating Partnership Notice shall
contain a detailed description of the material terms and conditions under which
the Operating Partnership 
    


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proposes to offer such Tenant Opportunity to Crescent Operating. The Operating
Partnership shall thereafter provide or cause to be provided promptly to
Crescent Operating such additional information relating to the Tenant
Opportunity as Crescent Operating reasonably may request. For a period of 30
days after the date that the Operating Partnership delivers the Operating
Partnership Notice to Crescent Operating, the Operating Partnership and Crescent
Operating shall negotiate with each other on an exclusive basis with respect to
such Tenant Opportunity. If the Operating Partnership and Crescent Operating are
unable to enter into a mutually satisfactory arrangement with respect to the
Tenant Opportunity within such 30-day period, or if Crescent Operating indicates
that it is not interested in pursuing such Tenant Opportunity (in which event
Crescent Operating shall provide written notice to the Operating Partnership as
soon as Crescent Operating decides against pursuing such opportunity), then the
Operating Partnership shall be free for a period of one year after the
expiration of such 30-day period to enter into a binding agreement with
respect to such Tenant Opportunity with any party at a price and on
terms and conditions that are not more favorable to the Operating Partnership in
any material respect than the price and terms and conditions last proposed in
writing by the Operating Partnership to Crescent Operating. If the Operating
Partnership does not enter into a binding agreement with respect to such
Tenant Opportunity within such one-year period, or if the price
and terms and conditions are more favorable to the Operating Partnership in any
material respect than the price and terms and conditions last proposed in
writing by the Operating Partnership to Crescent Operating, the Operating
Partnership shall again be required to comply with the procedures set forth
above in this Section 3(a) if it desires to pursue such Tenant Opportunity. 
    

   
               (b) Notwithstanding anything to the contrary contained in this
Agreement, (1) the Operating Partnership shall not be required to offer to
Crescent Operating any Tenant Opportunity in connection with a proposed
acquisition until a binding contract has been entered into with respect to such
acquisition, and the consummation of any agreement between the Operating
Partnership and Crescent Operating with respect to a Tenant Opportunity shall
be subject to the actual closing of such acquisition by the Operating
Partnership, (2) the Operating Partnership shall have the right in its sole
discretion to decide not to pursue, or to discontinue at any time pursuing, any
investment opportunity, even if such opportunity, if pursued, would create a
Tenant Opportunity, and (3) the Operating Partnership shall have no obligation
to offer any opportunity other than a Tenant Opportunity to Crescent Operating.
    

   
               (c) Crescent Operating agrees to cooperate with the Operating
Partnership in structuring all dealings with outside parties in connection with
any Tenant Opportunity that Crescent Operating and the Operating Partnership
agree to enter into pursuant to Section 3(a) above. Crescent Operating agrees
to cooperate with the Operating Partnership in structuring any Tenant
Opportunity with the Operating Partnership as a "REIT-Qualified Investment" for
the Operating Partnership. The Operating Partnership shall have the right, in
its sole discretion, to structure any investment as a REIT-Qualified Investment,
even if such structuring prevents the Operating Partnership from creating a 
Tenant Opportunity for Crescent Operating.
     



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     4.   General Terms and Conditions for Rights of First Opportunity/
          Notification Rights.

   
               (a) Unless waived or unless agreed to as part of an investment, 
each party shall bear its own expenses with respect to any opportunity to which
this Agreement is applicable, and each party agrees that it shall not be
entitled to any compensation from the other party with respect to any such
opportunity.
    

   
               (b) A party shall not be required to comply with the right of 
first opportunity and notification requirements set forth in this Agreement
during any period in which the other party or any Controlled Affiliate of such
other party (as hereinafter defined) is in default of this Agreement or any
other agreement entered into by the parties hereto or any of their Controlled
Affiliates, if such default is material and remains uncured for fifteen days 
after receipt of notice thereof. A "Controlled Affiliate" of a party means any 
entity controlled by, controlling or under common control with such party.
    

   
               (c) Any opportunity which is offered to a party under this 
Agreement and rejected by such party may thereafter be offered to Insiders,
subject to the reoffer provisions set forth in Sections 2(a)(ii) and 3(a) above.
    

   
               (d) Any opportunity which is offered to and accepted by the 
Operating Partner ship under this Agreement may be entered into by or on behalf
of the Operating Partnership or by any designee which is a Company Affiliate or
Controlled Affiliate of the Operating Partnership. Any opportunity which is
offered to and accepted by Crescent Operating under this Agreement may be
entered into by or on behalf of Crescent Operating or by any designee which is 
a Controlled Affliate of Crescent Operating.
    

   
               (e) All right of first opportunity and notification rights set 
forth in this Agreement shall be subordinated to any seller consent and
confidentiality requirements; no party shall 
    



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be required to comply with the first opportunity and notification rights set
forth in this Agreement if such compliance would violate any seller consent or
confidentiality requirements.
    

   
               (f) While it is the intention of the parties to align their 
businesses in accordance with the terms of this Agreement, each party shall act
independently in its own best interests, and neither party shall be considered
a partner or agent of the other party or to owe any fiduciary or other common
law duties to the other party.
    

   
     5.   Specific Performance. Each party hereto hereby acknowledges that the
obligations undertaken by it pursuant to this Agreement are unique and that the
other party hereto would likely have no adequate remedy at law if such party
shall fail to perform its obligations hereunder, and such party therefor
confirms that the other party's right to specific performance of the terms of
this Agreement is essential to protect the rights and interests of the other
party. Accordingly, in addition to any other remedies that a party hereto may
have at law or in equity, such party shall have the right to have all
obligations, covenants, agreements and other provisions of this Agreement
specifically performed by the other party hereto and the right to obtain a
temporary restraining order or a temporary or permanent injunction to secure
specific performance and to prevent a breach or threatened breach of this
Agreement by the other party hereto. Each party submits to the jurisdiction of
the courts of the State of Delaware for this purpose.
    

   
     6.   Affiliates.  Each party hereto shall cause all entities that are under
its control to comply with the terms hereof. Crescent Equities, by its
signature below, hereby agrees that it and Crescent Real Estate Equities, Ltd.
shall comply with the terms of this Agreement applicable to the Operating
Partnership.
    

   
     7.   Term. The term of the Agreement shall commence as of the date first 
written above and shall terminate on December 31, 2007. Notwithstanding the
foregoing, a party hereto may terminate this Agreement if the other party or
any Controlled Affiliate of such other party is in default of this Agreement or
any other agreement entered into by the parties hereto or any of their
Controlled Affiliates, if such default is material and remains uncured for
fifteen days after receipt of notice thereof.
    

     8.   Miscellaneous.

          (a)  Notices.  Notices shall be sent to the parties at the following 
addresses:

               Crescent Real Estate Equities Limited Partnership
               777 Main Street



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               Fort Worth, Texas  76102
               Facsimile:  817-878-0429

                    with a copy to:

                    David Dean
                    777 Main Street
                    Fort Worth, Texas

                    Facsimile: (817) 878-0429

   
               Crescent Operating, Inc.
               777 Main Street
               Fort Worth, Texas  76102
               Facsimile:  817-878-0429
               Attention: Gerald W. Haddock and Jeffrey L. Stevens
    

     Notices may be sent be certified mail, return receipt requested, Federal 
Express or comparable overnight delivery service, or facsimile. Notice will be
deemed received on the fourth business day following deposit in U.S. mail and
on the first business day following deposit with Federal Express or other
delivery service, or transmission by facsimile. Any party to this Agreement may
change its address for notice by giving written notice to the other party at
the address and in accordance with the procedures provided above.

          (b)  Reasonable and Necessary Restrictions. Each of the parties
hereto hereby acknowledges and agrees that the restrictions, prohibitions and
other provisions of this Agreement are reasonable, fair and equitable in
scope, term and duration, are necessary to protect the legitimate business
interests of the parties hereto and are a material inducement to the parties
hereto to enter into the transactions described in and contemplated by the
recitals hereto. Each party hereto covenants that it will not sue to challenge
the enforceability of this Agreement or raise any equitable defense to its
enforcement.

   
          (c)  Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors and
assigns. This Agreement shall not be assigned without the express written
consent of each of the parties hereto. Notwithstanding the foregoing, this
Agreement may be assigned without the consent of any party hereto in connection
with any merger, consolidation, reorganization or other combination of a party 
with or into another entity where the party is not the surviving entity.
    


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          (d)  Amendments; Waivers.  No termination, cancellation, modification,
amendment, deletion, addition or other change in this Agreement, or any
provision hereof, or waiver of any right or remedy herein provided, shall be
effective for any purpose unless such change or waiver is specifically set
forth in a writing signed by the party or parties to be bound thereby. The
waiver of any right or remedy with respect to any occurrence on one occasion
shall not be deemed a waiver of such right or remedy with respect to such
occurrence on any other occasion.

   
          (e)  Choice of Law.  This Agreement and the rights and obligations of
the parties hereunder shall be governed by the laws of the State of Delaware,
without regard to the principles of choice of law thereof.
    

   
          (f)  Severability. In the event that one or more of the terms or 
provisions of this Agreement or the application thereof to any person(s) or in
any circumstance(s) shall, for any reason and to any extent be found by a 
court of competent jurisdiction to be invalid, illegal or unenforceable, such 
court shall have the power, and hereby is directed, to substitute for or limit
such invalid term(s), provision(s) or application(s) and to enforce such 
substituted or limited terms or provisions, or the application thereof. 
Subject to the foregoing, the invalidity, illegality or enforceability of any 
one or more of the terms or provisions of this Agreement, as the same may be 
amended from time to time, shall not affect the validity, legality or 
enforceability of any other term or provision hereof.
    

          (g)  Entire Agreement; No Third-Party Beneficiaries. This Agreement 
(i) constitutes the entire agreement and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral, between
the parties hereto with respect to the subject matter hereof, so that no such
external or separate agreement relating to the subject matter of this Agreement
shall have any effect or be binding, unless the same is referred to
specifically in this Agreement or is executed by the parties after the date
hereof; and (ii) is not intended to confer upon any other person any rights or
remedies hereunder, and shall not be enforceable by any party not a signatory
to this Agreement.

          (h)  Gender; Number.  As the context requires, any word used herein in
the singular shall extend to and include the plural, any word used in the
plural shall extend to and include the singular and any word used in any gender
or the neuter shall extend to and include each other gender or be neutral.

   
          (i)  Headings. The headings of the sections hereof are inserted for 
convenience of reference only and are not intended to be a part of or affect
the meaning or interpretation of this Agreement or of any term or provision
hereof.
    

   
          (j)  Counterparts. This Agreement may be executed in two or more 
counterparts, each of which together shall be deemed to be an original and all
of which together shall be deemed to constitute one and the same agreement.
    




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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by one of its duly authorized corporate officers, as of the date
first above written.






                                       CRESCENT REAL ESTATE EQUITIES
                                       LIMITED PARTNERSHIP, a Delaware limited
                                       partnership


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



                                      By:
                                         -------------------------------------

                                         Name: Gerald W. Haddock

                                         Title: President and 
                                                Chief Executive Officer
                                               


                                      CRESCENT OPERATING, INC., a Delaware 
                                      corporation



                                      By: 


                                         Name: Gerald W. Haddock
                                               

                                         Title: President and 
                                                Chief Executive Officer
 


     The undersigned, on its own behalf and in its capacity as the sole 
shareholder of Crescent Real Estate Equities, Ltd., the sole general partner of
the Operating Partnership, hereby agrees to the restrictions imposed upon it
and Crescent Real Estate Equities, Ltd. pursuant to Section 6 of the Agreement.


                                       CRESCENT REAL ESTATE EQUITIES COMPANY, 
                                       a Texas real estate investment trust



                                       By: 
                                          ------------------------------------

                                          Name: Gerald W. Haddock

                                          Title: President and
                                                 Chief Executive Officer


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