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                                                                  EXHIBIT 10.135

                                                                  1997 TERM LOAN


                               EIGHTH AMENDMENT TO
                          CREDIT AND SECURITY AGREEMENT

         THIS EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this
"Amendment") is dated as of June 28, 2001 between CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP, a Delaware limited partnership (the "Lender") and CRESCENT
OPERATING, INC., a Delaware corporation (the "Borrower").

                                    RECITALS

         A. The parties executed that certain Amended and Restated Credit and
Security Agreement dated as of May 21, 1997, as amended by that certain First
Amendment to Amended and Restated Credit and Security Agreement dated as of
August 11, 1998, by that certain Second Amendment to Amended and Restated Credit
and Security Agreement dated as of September 21, 1998, and by that certain Third
Amendment to Amended and Restated Credit and Security Agreement dated as of
March 11, 1999 (collectively, the "Original Agreement").

         B. The parties executed that Fourth Amendment to Amended and Restated
Credit and Security Agreement dated as of February 1, 2000, to defer the
principal and interest payments that would otherwise be due on the first
Business Day of February, May, August and November 2000 until the first Business
Day of February 2001; the parties executed that Fifth Amendment to Amended and
Restated Credit and Security Agreement dated as of January 31, 2001, to defer
until February 15, 2001, the principal and interest payments that would
otherwise be due on February 1, 2001; the parties executed that Sixth Amendment
to Amended and Restated Credit and Security Agreement dated as of February 15,
2001, to defer until March 5, 2001, the principal and interest payments that
would otherwise be due on February 15, 2001; and the parties executed that
Seventh Amendment to Credit and Security Agreement dated as of March 5, 2001, to
defer until April 20, 2001, the interest payments that would otherwise be due on
March 5, 2001. The Original Agreement, as amended by that Fourth Amendment, by
that Fifth Amendment, by that Sixth Amendment and by that Seventh Amendment, is
called the "Amended Original Agreement." All capitalized terms not otherwise
defined in this Amendment will have the same meaning as described in the Amended
Original Agreement.

         C. The parties wish to further defer the aforementioned payments until
the earlier to occur of (i) October 31, 2001 and (ii) the closing of the
transaction (the "Transaction") between Lender and Borrower pursuant to which
Lender proposed to purchase certain assets of Borrower, as evidenced by this
Agreement for the Purchase and Sale of Assets and Stock, dated as of June 28,
2001, by and among Lender, Borrower and certain Borrower's affiliates.

         D. The parties wish to cease the accrual of interest payable pursuant
to the Amended Original Agreement as of May 1, 2001.

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

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                                                                  1997 TERM LOAN



         1. Section 2.2. Section 2.2(a) of the Amended Original Agreement is
hereby amended by the addition of the following sentences to the end thereof.

                  Notwithstanding the foregoing, the Borrower and the Lender
                  hereby agree that the principal that would otherwise be due on
                  the first Business Day of February, May, August and November
                  2000 and on February 1, 2001 and May 1, 2001 shall be deferred
                  until, and shall be due on, the earlier to occur of (i)
                  October 31, 2001 and (ii) the closing of the Transaction.

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

                  Notwithstanding the foregoing, the Borrower and the Lender
                  hereby agree that the interest that would otherwise be due on
                  the first Business Day of February, May, August and November
                  2000 and on February 1, 2001 and May 1, 2001 shall be deferred
                  until, and shall be due on, the earlier to occur of (i)
                  October 31, 2001 and (ii) the closing of the Transaction. The
                  Borrower and the Lender hereby further agree that interest
                  shall cease to accrue as of May 1, 2001.

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

         4. Consummation of the Transaction. The terms of this Amendment shall
be subject to consummation of the Transaction on or before October 31, 2001. If
the Transaction shall not be consummated by October 31, 2001, the terms of this
Amendment shall be null and void and of no further consequence. In such event,
all interest that would have accrued under the Amended Original Agreement shall
be deemed to have continued to accrue from and after April 30, 2001, and all
such interest plus all interest deferred pursuant to this Amendment shall
immediately become due and payable in full.

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

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

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

         8. No Waiver. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy of the Lender under the Original Agreement or the
Amended Original Agreement, nor constitute a waiver of any provision of the
Original Agreement or the Amended Original Agreement.

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                                                                  1997 TERM LOAN


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



                                    CRESCENT OPERATING, INC.

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




                                    CRESCENT REAL ESTATE EQUITIES
                                    LIMITED PARTNERSHIP

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

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

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