<PAGE>   1



                                                                    EXHIBIT 10.4

                              MANAGEMENT AGREEMENT

         This MANAGEMENT AGREEMENT (this "Agreement"), made and entered into as
of April 1, 1994, by and between CENTEX DEVELOPMENT COMPANY, L.P., a Delaware
limited partnership (the "Partnership"), and 3333 Holding Corporation, a Nevada
corporation ("Manager");

                              W I T N E S S E T H:

         WHEREAS, the Partnership was formed for the purpose of engaging in
commercial and residential real estate development and related activities; and

         WHEREAS, the Partnership desires to engage the services of Manager to
operate, manage and develop the Partnership's real estate and for certain other
purposes, and Manager desires to accept such engagement, upon the terms and
subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Partnership and
Manager do hereby agree as follows:

         1.       Term of Agreement. The initial term of this Agreement shall 
extend from the date hereof to the close of business on March 31, 1995, provided
that this Agreement shall continue thereafter for successive one-year terms
unless written notice to the Partnership prior to March 31 of any year, and,
provided further, that this Agreement may be sooner terminated in accordance
with the provisions of Section 15 hereof. Notwithstanding anything in this
Agreement to the contrary, except subsections (b), (c) and (d) of Section 15
hereof, the Partnership may not terminate this Agreement prior to the latest of:

         (a)      the date of Detachment of the Warrants (following which no
                  Warrants remain in the Deposit Account) pursuant to Section
                  8.3(b) of that certain Nominee Agreement (the "Nominee
                  Agreement") dated July 15, 1987, by and between Centex
                  Corporation, a Nevada corporation of which Manager is a
                  subsidiary ("Centex Corporation"), the Partnership and certain
                  other parties. As used in this subsection (a), capitalized
                  terms shall have the meanings assigned to them in the Nominee
                  Agreement;

         (b)      the date of Payout, as that term is defined in Article II of
                  that certain Amended and Restated Agreement of Limited
                  Partnership of Centex Development Company, L.P. ("the
                  Partnership Agreement"), dated March 31, 1987, pursuant to
                  which the Partnership was established; and


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         (c)      the date on which Centex Corporation shall have received full
                  payment from 3333 Holding Corporation, a Nevada corporation,
                  of the obligation evidenced by the Note, as that term is
                  defined in Section 1.1 of that certain Credit Agreement dated
                  May 1, 1987, by and between such corporations.

         2.       Management Services. Unless the Partnership shall instruct it
otherwise, Manager shall perform the services hereinafter described in this
Section 2 with respect to all real estate and improvements thereon now or
hereafter owned or controlled by the Partnership (the "Properties").

                  (a)      Development of the Properties.

         Enhancement of Value of the Properties.

                  Manager shall use reasonable efforts to protect and enhance
                  the value of the Properties. Such efforts shall include, but
                  not be limited to, efforts to obtain the release of any
                  encumbrances on the Properties at the expense of the
                  Partnership, to ensure that all utilities are available to the
                  Properties (including making arrangements for the granting of
                  all necessary easements), to obtain favorable changes in
                  zoning and land use regulations and, if appropriate, to cause
                  the Properties to be properly platted in the records of
                  appropriate governmental authorities and to obtain map
                  approval from such authorities.

         Development.

                  In the event that the Partnership shall determine to develop
                  the Properties in any respect, Manager shall perform such
                  services and take such actions as may be necessary or proper
                  for the efficient development of the Properties as
                  contemplated by the Partnership, including but not limited to
                  the hiring, discharge and supervision, in the name of the
                  Partnership, of independent contractors and consultants and
                  the purchase of all materials, equipment, tools, appliances,
                  supplies and services necessary for such development, subject
                  to such guidelines and limitations as may be established by
                  the Partnership. Manager shall perform such additional
                  services and take such additional actions in connection with
                  the development of the Properties as the Partnership may from
                  time to time direct.

         Implementation of Business Plan.

                  The Partnership hereby delegates to Manager full authority (1)
                  to take all actions necessary to carry out

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                  and perform on behalf of the Partnership the Plan for
                  Original Properties of the Partnership set forth in Exhibit A
                  to the Partnership Agreement with respect to the Properties
                  heretofore contributed to the Partnership by certain
                  affiliates of Centex Corporation and (2) to take actions
                  similar to those contemplated by, and to accomplish the
                  purposes stated in, such Plan with respect to the Properties
                  not heretofore contributed to the Partnership.

                  (b)      General.

         Bookkeeping and Accounting.

                  Manager shall keep books, accounts and records that reflect
                  accurately and in reasonable detail all revenues received and
                  all expenditures incurred in connection with the operation,
                  management and development of the Properties and shall provide
                  any additional accounting and clerical services that the
                  Partnership may deem necessary or desirable for the efficient
                  operation, management and development of the Properties. The
                  books, accounts and records shall be maintained at the
                  principal place of business of Manager. Manager shall, during
                  regular business hours, make such books, accounts and records
                  available to the Partnership or the representatives of the
                  Partnership for examination.

                           Within forty-five (45) days after the end of each
                  calendar quarter, beginning with the quarter ending June 30,
                  1994, Manager shall prepare and deliver to the Partnership a
                  detailed statement of revenues received and expenditures
                  incurred or paid during the calendar quarter in connection
                  with the operation, management and development of the
                  Properties.

                           Within ninety (90) days after the end of each
                  calendar year, Manager shall prepare and deliver to the
                  Partnership a detailed statement of revenues received and
                  expenditures incurred or paid during the calendar year in
                  connection with the operation, management and development of
                  the Properties.

                           Manager shall furnish such additional information as
                  may be reasonably requested by the Partnership from time to
                  time with respect to the financial, physical or operational
                  condition of the Properties.

                           All bookkeeping, clerical and other general and
                  administrative expenses (including but not limited to costs of
                  office supplies and equipment, data processing services,
                  postage, transportation for managerial

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                  personnel and telephone services) shall be borne by Manager
                  out of its own funds. Notwithstanding the foregoing, the
                  portion of the bookkeeping, clerical and other general and
                  administrative expenses that is reasonably allocable to the
                  performance by Manager of its duties and obligations under
                  this Agreement shall be borne by the Partnership and shall be
                  paid by Manager out of the funds held in the Account (as
                  defined in Section 10 hereof).

         Employment.

                  Manager shall hire, discharge and supervise the work of all
                  management, clerical, operating and other employees necessary
                  for the efficient operation, management and development of the
                  Properties and for the performance of any additional duties
                  and obligations that Manager may be required to perform under
                  this Agreement. All such employees shall be employees of
                  Manager, subject to its sole discretion and control, and
                  Manager shall pay the salaries of all such employees out of
                  its own funds.

                           It shall be the duty and responsibility of Manager to
                  prepare and file all forms for withholding taxes, unemployment
                  insurance, workers' compensation and social security taxes and
                  all other forms required by federal, state or municipal
                  authorities in connection with its employees employed in the
                  operation, management and development of the Properties.

         Taxes.

                  Manager shall pay out of funds held in the Account all real
                  property and other taxes levied and assessed against the
                  Properties and prepare and file all necessary returns and
                  statements in connection therewith. Any fees or penalties
                  assessed against the Properties or against the Partnership
                  because of Manager's failure to timely pay any taxes shall be
                  borne by the Partnership and paid by Manager out of the funds
                  held in the Account, unless such failure by Manager
                  constitutes gross negligence or willful or wanton misconduct,
                  in which event Manager shall pay such fees or penalties out of
                  its own funds.

         Permits and Statutory Compliance.

                  Manager shall operate, manage and develop the Properties in
                  full compliance with all applicable laws and regulations of
                  federal, state, county and municipal authorities and shall
                  obtain and maintain, in the name of the Partnership, all
                  permits and licenses required in connection with the
                  operation, management and development

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                  of the Properties. Manager shall take such actions as may be
                  necessary to comply promptly with any and all governmental
                  orders or other requirements affecting the Properties, whether
                  imposed by federal, state, county or municipal authority;
                  provided, however, that Manager shall take no such actions so
                  long as the Partnership is contesting, or has expressed its
                  intention to contest, any such order or requirement. Manager
                  shall promptly notify the Partnership in writing of all
                  notices it receives regarding such orders or requirements.

         Maintenance.

                  Manager shall maintain and repair the Properties in accordance
                  with sound management practices and local codes. Manager is
                  authorized to purchase all materials, equipment, tools,
                  appliances, supplies and services necessary to the proper
                  physical maintenance and repair of the Properties.
                  Notwithstanding the foregoing, Manager shall not, except in
                  accordance with subsections (a)(ii) and (a)(iii) of this
                  Section 2 or with the prior written consent of the
                  Partnership, (1) make any capital addition or improvement
                  requiring the expenditure of funds in excess of $500,000
                  during any three-month period or (2) purchase any materials,
                  equipment, tools, appliances, supplies or services in
                  connection with the maintenance and repair of the Properties
                  requiring an expenditure in excess of $100,000 in any one
                  instance, except for expenditures for emergency repairs in
                  circumstances involving manifest danger to persons or
                  property. Manager shall inform the Partnership of any such
                  emergency repairs as promptly as possible.

         Collection of Income: Legal Actions.

                  Manager shall use its best efforts to collect all income
                  produced by the Properties or the operation thereof when such
                  income becomes due. It is understood, however, that Manager
                  does not guarantee the collection of such income. Manager
                  shall, in the name and at the expense of the Partnership,
                  execute and serve such notices and demands as Manager may deem
                  necessary or proper, and institute, prosecute, settle or
                  compromise any legal actions that may be necessary, to enforce
                  the collection of such income.

                           Manager shall, in the name and at the expense of the
                  Partnership, institute, prosecute, settle or compromise any
                  other legal actions and make use of any methods of legal
                  process that may be necessary in connection with the
                  operation, management or development of the Properties,
                  including any legal action necessary to

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                  recover possession of any part of the Properties and protect
                  the rights and interest of the Partnership in the Properties.
                  Manager shall promptly inform the Partnership of any such
                  legal action or use of legal process, and of any claim
                  asserted by any party affecting the rights and interest of the
                  Partnership in the Properties. Notwithstanding the foregoing
                  provisions of this subsection (b)(vi), Manager shall not
                  settle or compromise any legal action or controversy, or make
                  any adjustment of any matters involved therein, without the
                  prior written consent of the Partnership, unless such
                  settlement, compromise or adjustment involves an amount not
                  exceeding $100,000.

         Additional Duties.

                  In addition to the foregoing, manager shall perform all
                  services that are necessary or proper for the efficient
                  operation and management of the Properties, and shall report
                  to the Partnership promptly any conditions concerning the
                  Properties that, in the opinion of Manager, require the
                  attention of the Partnership.

         3.       Additional Services. Manager shall provide such additional 
tax, accounting, bookkeeping, clerical, financial reporting, legal and similar
services to the Partnership (whether or not in connection with the operation,
management or development of the Properties) as may from time to time be
requested by the Partnership.

         4.       Authority of Manager to Act on General Instructions. The
authority granted to Manager by the terms of this Agreement, or by the
Partnership as contemplated by this Agreement, shall be deemed to include the
authority to take, without further authorization from the partnership, such
specific actions as may be reasonably necessary or appropriate in connection
with the performance by Manager of its duties and obligations under this
Agreement and the carrying out of the instructions given to it by the
Partnership in accordance with this Agreement, notwithstanding the fact that
such actions may not have been specifically authorized by the provisions of this
Agreement or by the Partnership.

         5.       Power of Attorney. The undersigned general partner of the
Partnership hereby (a) constitutes and appoints Manager as its attorney-in-fact,
with full power and authority to take, in the name and on behalf of the
Partnership, any and all actions that Manager is required or permitted to take
on behalf of the Partnership under this Agreement and with respect to the
Properties, and (b) authorizes Manager to designate from time to time by
resolution of Manager's Board of Directors such of the officers, employees and
agents (including the appropriate divisional managers) of Manager who shall be
authorized to take

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such actions in the name and on behalf of Manager, as attorney-in-fact for the
undersigned general partner of the Partnership. The foregoing power of attorney
may be filed and recorded by Manager or by its authorized officers, employees
and agents in such counties or other jurisdictions as Manager or such persons
may deem necessary or appropriate. In addition, the undersigned general partner
of the Partnership agrees to execute from time to time such additional written
powers of attorney as Manager and its authorized officers, employees and agents
shall deem necessary or appropriate to carry out the purposes of the foregoing
power of attorney and this Agreement. The power of attorney granted by the
Partnership to Manager pursuant to this Section 5 and each subsequently issued
power of attorney, if any, shall be irrevocable and deemed to be coupled with an
interest, and shall remain in full force and effect until a revocation thereof
is filed of record in each county in which such power of attorney is effective.

         6.       Use of Affiliates. Manager shall have the right to hire any
affiliate of Manager to perform any services in connection with the operation,
management or development of the Properties, provided, however, that the fees
paid to any affiliate of Manager for such services shall be competitive with
fees charged by nonaffiliate entities providing the same or similar services in
the area.

         7.       Liability of Manager. Manager shall not be liable, responsible
or accountable in damages or otherwise to the Partnership for any act performed
by Manager on behalf of the Partnership and in a manner reasonably believed by
Manager to be within the scope of the authority granted to it by this Agreement
and in the best interests of the Partnership, provided that Manager was not
guilty of gross negligence or willful or wanton misconduct with respect to such
act.

         8.       Indemnification. The Partnership shall indemnify, save 
harmless and defend Manager and each of Manager's shareholders, directors,
officers, employees, agents, attorneys, insurers and any affiliate of Manager
hired or authorized by Manager pursuant to the terms of this Agreement to
perform any services in connection with the operation, management or development
of the Properties (individually, and "Indemnitee") against any and all losses,
damages, liabilities, judgments, fines, penalties, amounts paid in settlement
and expenses (including reasonable attorneys' fees), including losses, damages,
liabilities, judgments, fines, penalties, amounts paid in settlement and
expenses (including reasonable attorneys' fees) incurred as the result of the
negligence of any Indemnitee, arising out of or in connection with anything done
or omitted by such Indemnitee in connection with the performance by Manager of
its duties and obligations under this agreement, provided that such Indemnitee's
conduct did not constitute gross negligence or willful or wanton misconduct.




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<PAGE>   8



         Any indemnification hereunder shall be made only out of the assets of
the Partnership. To the extent that the funds held in the Account are adequate
therefor, any payments that the Partnership is required to make under this
Section 8 may, at the direction of the Partnership, be made out of such funds by
Manager on behalf of the Partnership. In no event may any Indemnitee subject the
limited partners of the Partnership to personal liability by reason of the
indemnification provisions of this Section 8.

         The terms of this Section 8 shall survive, and remain in effect
following, the termination of this Agreement.

         9.       Working Capital. The Partnership at all times shall provide 
Manager with working capital, whether by way of cash or through bank credit,
sufficient to constitute normal working capital for the uninterrupted and
efficient operation, management and development of the Properties and the
performance of any additional duties and obligations that Manager may be
required to perform under this agreement.

         10.      Bank Account: Payment of Costs and Expenses. All monies 
received by Manager for or on behalf of the Partnership shall be deposited in a
special account (the "Account") to be maintained by Manager in such bank or
other financial institution as Manager shall determine. All funds received by
Manager from the Partnership pursuant to Section 9 hereof shall be deposited
into the Account. Funds held by Manager for the Partnership's account shall in
no event be commingled with Manager's own funds or with funds held by Manager
for the account of any other party, and all funds held by Manager for the
Partnership's account shall be trust funds in the hands of Manager. Manager
shall make available to the Partnership upon its request all records relating to
the Account in the possession of Manager.

         Except as otherwise provided in subsections (b)(i), (b)(ii) and
(b)(iii) of Section 2 hereof, and subject to the limitations set forth in
subsection (b)(v) of Section 2 and in Sections 6, 7 and 8 hereof, all reasonable
costs and expenses incurred by Manager in connection with the performance of its
duties and obligations under this Agreement shall be borne exclusively by the
Partnership and shall be paid by Manager out of the funds held in the Account.
If Manager reasonably determines that the funds held in the Account are
inadequate for the efficient performance of its duties and obligations under
this Agreement, it shall so inform the Partnership and the Partnership shall
provide promptly such additional funds as may be necessary for such purpose.

         Manager shall remit to the Partnership, on or before the 10th day of
each month, all funds held in the Account and not applied to the payment of
costs and expenses as provided in this Agreement, provided, however, that
Manager shall retain in the Account such

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<PAGE>   9



reserves as it may deem necessary or appropriate for working capital and the
payment of taxes, assessments, debt service, insurance premiums, repairs,
refundable deposits and other contingencies. If the Partnership determines and
informs Manager at any time that the funds held in the Account are excessive,
after taking into account such reserves as Manager shall have determined to
retain in the Account pursuant to the immediately preceding sentence, Manager
shall deliver promptly such excess funds to the Partnership. Manager shall
submit invoices to the Partnership on a monthly basis setting forth in
reasonable detail the costs and expenses, including the fees and charges of
independent contractors or consultants.

         11.      Reimbursement of Manager. Manager shall in no event be 
required to advance any of its own funds for the payment of the costs and
expenses that it is authorized by Section 10 hereof to pay out of the funds held
in the Account. If, however, Manager shall at any time advance any of its own
funds in payment of such costs and expenses (which Manger shall have the right
but not the obligation to do), Manager may submit an invoice to the Partnership
for the amount of such advance (which invoice shall describe in reasonable
detail the costs and expenses so paid by Manager and shall be accompanied by the
receipt(s) for such payment), and the Partnership shall pay such amount to
Manager within ten (10) days after its receipt of such invoice and accompanying
receipts. If the Partnership fails to make such payment within such ten (10)-
day period, the amount so owing by the Partnership to Manager shall bear
interest from and after the day on which Manager paid such costs and expenses on
behalf of the Partnership until such amount has been paid in full at a rate
equal to the lesser of the prime rate announced or published by NationsBank of
Texas, N.A. (or its successor) from time to time or the maximum rate of interest
permitted under applicable law.

         12.      Insurance. Manager may (but shall not be obligated to) 
maintain, at the expense of the Partnership, a program of insurance approved by
the Partnership, which program may include, without limitation, such insurance
as Manager shall deem prudent to protect against liability of Manager that may
be occasioned by its activities under this Agreement. Manager shall not make any
material change in such program of insurance without the prior written consent
of the Partnership (which consent shall not be unreasonably withheld or
delayed), unless such change does not result in an increase in the potential
liability of the Partnership in any respect.

         Unless otherwise specifically authorized by the Partnership, Manager
shall obtain the insurance authorized by this Section 12 from the insurance
carriers that currently provide similar types of insurance coverage to Centex
Corporation and its subsidiary corporations, and, to the extent practicable,
Manager shall, in lieu of obtaining separate insurance coverage, be added as an

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insured under the policies constituting the program of insurance maintained by
the Partnership (which program, as in effect on the date hereof, is hereby
approved by the Partnership for purposes of this Section 12), whether such
policies were obtained directly by the Partnership or through Centex Corporation
or its subsidiary corporations. Manager shall provide to the Partnership,
promptly after obtaining any insurance policy pursuant to this Section 12 (other
than a policy under which the Partnership is also an insured), a description, in
reasonable detail, of the terms and provisions of such policy.

         Manager shall give written notice to the Partnership of the expiration
or anticipated termination of any insurance policy maintained by Manager in
connection with its performance of this Agreement at least fifteen (15) days
before such expiration or anticipated termination. Manager shall not be liable
to the Partnership or its general partner or to any other person for damages,
including consequential damages, for its failure to obtain or maintain adequate
insurance coverage.

         13.      Compensation.

                  (a) Management Fee. Manager shall receive a fee for its
         services under this Agreement equal to all costs incurred by the
         Manager in performing this Agreement plus 25% of such cost. To the
         extent that the funds held in the Account (excluding the amount of the
         reserves required to be maintained therein and after the payment of all
         costs and expenses required to be paid therefrom) are adequate
         therefor, Manager may withhold all or a portion of such fee from the
         amount remitted each month by Manager to the Partnership pursuant to
         Section 10 hereof. Manager shall indicate clearly any amounts so
         withheld on the monthly invoices that it is required by Section 10
         hereof to deliver to the Partnership. The Partnership shall deduct the
         amount so withheld from the fee payable to Manager under this Section
         13.

                  (b) Additional Compensation. It is understood that all actions
         taken by Manager pursuant to the provisions of this Agreement shall be
         on behalf and for the sole benefit of the Partnership and that Manager
         shall not be entitled to any compensation for such actions except as
         expressly provided in this Agreement. Notwithstanding the foregoing,
         the Partnership shall negotiate with Manager from time to time in good
         faith regarding the payment by the Partnership to Manager of, and shall
         pay to Manager, reasonable additional compensation for the efforts
         taken or to be taken by Manager pursuant to the provisions of this
         Agreement that the parties agree have resulted or will result in the
         enhancement of the value of the Properties; provided, however, that any
         such payments shall be approved in advance by the Board of Directors of
         3333 Development Corporation, General Partner of the Partnership.

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         14.      Assignment and Subcontracting. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement may not be
assigned by either party without the prior written consent of the other party
hereto. Any consent granted by either party to an assignment by the other party
shall not be deemed a consent to any subsequent assignment. Notwithstanding the
foregoing, Manager may, without the consent of the Partnership, assign and
delegate the performance of and the responsibility for any duties and
obligations of Manager hereunder to any corporation, firm, joint venture or
partnership fifty percent (50%) or more of whose voting stock (or its
equivalent) is owned directly or indirectly by, or which is otherwise controlled
by, Centex Corporation. Upon execution of any such assignment and delegation,
notice thereof in the form of an executed copy of the document or instrument
effecting such assignment and delegation shall be delivered promptly by Manager
to the Partnership and Manager shall be released from any further obligation or
responsibility under this Agreement for the performance of the duties and
obligations so assigned and delegated.

         15.      Termination. This Agreement may be terminated by any of the
following methods:

                  (a) This agreement may be terminated by notice of Manager as
         provided in Section 1 hereof.

                  (b) This Agreement may be terminated at any time by written
         agreement of the parties hereto.

                  (c) If the Partnership breaches any of the terms of this
         Agreement, or if Manager breaches any of the terms of this Agreement
         and such breach results from either the gross negligence or willful or
         wanton misconduct of Manager, the other party hereto shall give the
         breaching party written notice of such breach. If the breaching party
         fails to remedy the breach within thirty (30) days after receiving such
         notice, the other party may terminate this Agreement; provided,
         however, that if at the expiration of such thirty (30) day period the
         breaching party is diligently using its best efforts to remedy the
         breach, the other party may not terminate this Agreement on account of
         such breach during the additional period, not to exceed sixty (60)
         days, in which the breaching party continues without interruption to
         use its best efforts to remedy the breach.

                  (d) If either party hereto shall be dissolved and its business
         terminated, this Agreement shall automatically terminate upon the
         effectiveness of such dissolution.



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<PAGE>   12



                  No termination of this Agreement shall have the effect of
         terminating Manager's right to collect any amounts owed to it under
         this Agreement.

                  Within ninety (90) days following the termination of this
         Agreement, Manager shall deliver to the Partnership the originals of
         all books, accounts and records in its possession or under its control
         pertaining to the Properties. The Manager may, at its expense, retain
         copies of any such documents.

         16.      Notices. Any notice statement or demand required or permitted 
to be given under this Agreement shall be in writing and shall be personally
delivered, sent by mail, or sent by telegram or telex, confirmed by letter,
addressed to the party in the manner and at the address shown below, or at such
other address as the party shall have designated in writing to the other party:

         To the Partnership:

                  Centex Development Company, L.P.
                  c/o 3333 Development Corporation
                  3333 Lee Parkway
                  Suite 500
                  Dallas, Texas  75219
                  Attention:  General Partner

         To Manager:

                  3333 Holding Corporation
                  3333 Lee Parkway
                  Suite 500
                  Dallas, Texas  75219
                  Attention: President

         17.      Nature of Relationship. The parties hereto intend that 
Manager's relationship to the Partnership shall be that of an independent
contractor. Nothing contained in this Agreement shall constitute or be construed
to be or create a partnership or joint venture between Manager and the
Partnership or their successors or assigns, and neither Manager nor any officer
or employee of Manager shall be considered at any time to be an employee of the
Partnership.

         18.      Amendments. This Agreement cannot be amended, changed or 
modified except by another agreement in writing, duly signed by both parties
hereto.

         19.      Entire Agreement. This Agreement constitutes the entire 
agreement between the parties with respect to the subject matter hereof.



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<PAGE>   13



         20.      Headings. The section headings contained herein are for 
convenience of reference only and are not intended to define, limit or describe
the scope or intent of any provision of this Agreement.

         21.      Governing Law. This agreement shall be construed and 
interpreted in accordance with the laws of the State of Texas.

         22.      Severability. Any provision of this Agreement that is 
prohibited or unenforceable under the laws of any jurisdiction shall be
ineffective in such jurisdiction to the extent necessary to render such
provision valid and enforceable, and if such provision cannot be rendered valid
and enforceable in such jurisdiction by limitation it shall be ineffective
therein. The invalidity or unenforceability of any provision of this Agreement
shall not render invalid or unenforceable any other provision of this Agreement.

         IN WITNESS WHEREOF, the Partnership and Manager have duly executed this
Agreement as of the day and year first set forth above.

                                            CENTEX DEVELOPMENT COMPANY, L.P.

                                            By:   3333  Development Corporation,
                                                  General Partner


                                            By:      /s/ J.S. BILHEIMER
                                               ---------------------------------
                                                 J.S. Bilheimer, President




                                            3333 HOLDING CORPORATION


                                            By:      /s/ ROGER D. SEFZIK
                                               ---------------------------------
                                                 Roger D. Sefzik, Vice President


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<PAGE>   14



STATE OF TEXAS     )
                   )
COUNTY OF DALLAS   )

     This instrument was acknowledged before me on this 1st day of April, 1994
by J.S. Bilheimer, President of 3333 Development Corporation, a Nevada
corporation, on behalf of said corporation acting as general partner of Centex
Development Company, L.P., a Delaware limited partnership.


                                                 /s/ LEIGH ARMSTRONG
                                                 -------------------------------
                                                 Notary Public in and for
                                                 Dallas County, Texas


STATE OF TEXAS     )
                   )
COUNTY OF DALLAS   )


     This instrument was acknowledged before me on this 1st day of April, 1994
by Roger D. Sefzik, Vice President of 3333 Holding Corporation, a Nevada
corporation, on behalf of said corporation.


                                                 /s/ LEIGH ARMSTRONG
                                                 -------------------------------
                                                 Notary Public in and for
                                                 Dallas County, Texas





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