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                                                                   EXHIBIT 10.97


                          CREDIT AND SECURITY AGREEMENT


     THIS CREDIT AND SECURITY AGREEMENT (as it may be modified, supplemented or
amended from time to time, this "Agreement") is made and entered into as of
March 11, 1999 between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Lender"), and CRESCENT OPERATING, INC., a
Delaware corporation (the "Borrower").

                                    RECITALS

     WHEREAS, the Borrower has requested that the Lender extend a credit
facility (the "Loan") in the maximum aggregate principal amount of $19,500,000
for the purpose of permitting the Borrower to make certain investments
identified herein;

     WHEREAS, the Lender is willing to extend the Loan for such purpose on the
terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and of the agreements,
covenants and conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE 1
                                   DEFINITIONS

SECTION 1.1. Definitions.

     (a)  The following terms which are defined in the Uniform Commercial Code
          in effect in the State of Texas on the date hereof are used herein as
          so defined: Accounts, Chattel Paper, Documents, Equipment, Farm
          Products, General Intangibles, Instruments, Inventory and Proceeds.

     (b)  The following terms, as used herein, have the following meanings:

     "Agreement" has the meaning set forth in the initial paragraph hereof.

     "Americold Assets" has the meaning set forth in Section 2.6.

     "Americold Transaction" has the meaning set forth in Section 2.6.

     "Bankruptcy Event of Default" has the meaning set forth in Section 7.1.

     "Borrower" means Crescent Operating, Inc., a Delaware corporation, and its
permitted successors and assigns.

     "Business Day" means any day except a Saturday, Sunday, or other day on
which commercial banks in Texas are authorized by law to close.


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     "Cash Equivalents" means (a) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed or insured by the United
States Government or any agency thereof, (b) certificates of deposit and
eurodollar time deposits with maturities of one year or less from the date of
acquisition and overnight bank deposits of any commercial bank having capital
and surplus in excess of $500,000,000, (c) repurchase obligations of any
commercial bank or investment bank satisfying the requirements of clause (b) of
this definition, having a term of not more than 30 days with respect to
securities issued or fully guaranteed or insured by the United States Government
or any agency thereof, (d) commercial paper issued in the United States which is
rated at least A-2 by Standard and Poor's Services or P-2 by Moody's Investors
Service, (e) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government are rated at least A by Standard and
Poor's Services or A by Moody's Investors Service, (f) securities with
maturities of one year or less from the date of acquisition backed by standby
letters of credit issued by any commercial bank satisfying the requirements of
clause (b) of this definition, or (g) shares of money market mutual or similar
funds which invest substantially exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.

     "Closing Date" means the date this Agreement becomes effective in
accordance with Section 3.1.

     "Code" means the Uniform Commercial Code as from time to time in effect in
the State of Texas.

     "Collateral" has the meaning set forth in Section 4.1.

     "Collateral Account" has the meaning set forth in Section 4.2.

     "Consolidated Net Income" or "Consolidated Net Loss" for any fiscal period,
means the amount which, in conformity with GAAP, would be set forth opposite the
caption "net income" (or any like caption), as the case may be, on a
consolidated statement of earnings of the Borrower and its Subsidiaries, if any,
for such fiscal period.

     "COPI Credit Agreement" means the Credit and Security Agreement dated as of
September 21, 1998 between the Borrower and the Lender, as amended by the First
Amendment to Credit and Security Agreement dated as of March 11, 1999, as such
agreement may be further amended, supplemented or otherwise modified from time
to time.

     "COPI Note" means the promissory note of the Borrower payable to the order
of the Lender under the terms of the COPI Credit Agreement, as the same may be
modified, supplemented or amended from time to time, and any note or notes
issued in substitution or replacement therefor or in addition thereto.

     "Debt" of any Person means at any date, (i) all obligations of such Person
which in accordance with GAAP would be classified on a balance sheet of such
Person as liabilities of such Person ("debt"), (ii) all debt of others secured
by a Lien on any asset of such Person,


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whether or not such debt is assumed by such Person, and (iii) all debt of others
guaranteed by such Person.

     "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

     "Default Rate" has the meaning set forth in Section 2.3(b).

     "EBITDA" means for any fiscal period, the Consolidated Net Income or
Consolidated Net Loss, as the case may be, for such fiscal period, after
restoring thereto amounts deducted for (a) extraordinary losses (or deducting
therefrom any amounts included therein on account of extraordinary gains) and
special charges, (b) depreciation and amortization (including write-offs or
write-downs) and special charges, (c) the amount of interest expense of the
Borrower and its Subsidiaries, if any, determined on a consolidated basis in
accordance with GAAP, for such period on the aggregate principal amount of their
consolidated indebtedness, (d) the amount of tax expense of the Borrower and its
Subsidiaries, if any, determined on a consolidated basis in accordance with
GAAP, for such period and (e) the aggregate amount of fixed and contingent
rentals payable by the Borrower and its Subsidiaries, if any, determined on a
consolidated basis in accordance with GAAP, for such period with respect to
leases of real and personal property.

     "Event of Default" has the meaning set forth in Section 7.1.

     "GAAP" means generally accepted accounting principles in effect from time
to time.

     "Interest Rate" has the meaning set forth in Section 2.3(a).

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

     "Lender" means Crescent Real Estate Equities Limited Partnership, a
Delaware limited partnership, and its successors and assigns.

     "Lien" means, with respect to any asset, any mortgage, deed of trust, lien,
pledge, charge, security interest, or encumbrance of any kind in respect of such
asset.

     "Line of Credit Credit Agreement" means the Line of Credit Credit and
Security Agreement dated as of May 21, 1997 between the Borrower and the Lender,
as amended by the First Amendment to Line of Credit Credit and Security
Agreement dated as of August 11, 1998, as further amended by the Second
Amendment to Line of Credit Credit and Security Agreement dated as of September
21, 1998, as further amended by the Third Amendment to Line of Credit Credit and
Security Agreement as of March 11,1999, as such agreement may be further
modified, supplemented or amended from time to time.

     "Line of Credit Note" means the Amended and Restated Line of Credit Note of
the Borrower payable to the order of Lender dated August 11, 1998, evidencing
the obligation of the Borrower to repay the loan under the Line of Credit Credit
Agreement, as such note may be


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modified, supplemented or amended from time to time, and any note or notes
issued in substitution or replacement therefor or in addition thereto.

     "Loan" has the meaning set forth in the recitals hereto.

     "Loan Commitment" has the meaning set forth in Section 2.1.

     "Loan Documents" means this Agreement, the Note, the Pledge Agreement and
all other documents, agreements, and instruments referred to in or required to
be delivered or actually delivered in connection herewith or therewith, as any
of them may be modified, supplemented, or amended from time to time.

     "Material Debt" means Debt (other than the Note) of the Borrower, arising
in one or more related or unrelated transactions, in an aggregate principal
amount exceeding $50,000.

     "Maturity Date" means May 21, 2007.

     "Note" means the promissory note of the Borrower payable to the order of
the Lender under the terms of this Agreement dated as of March 11, 1999, as the
same may be modified, supplemented, or amended from time to time, and any note
or notes issued in substitution or replacement therefor or in addition thereto,
substantially in the form of Exhibit A hereto, in the original principal amount
of Nineteen Million Five Hundred Thousand Dollars ($19,500,000.00), evidencing
the obligation of the Borrower to repay the Loan, as modified, supplemented or
amended from time to time.

     "Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or any agency or instrumentality thereof.

     "Pledge Agreement" means the Amended and Restated Pledge Agreement made by
Borrower in favor of the Lender dated as of June 16, 1997, as amended by the
First Amendment to Amended and Restated Pledge Agreement dated as of September
21, 1998, as the same may be further amended, supplemented or otherwise modified
from time to time.

     "Secured Obligations" means the collective reference to the unpaid
principal of and interest on the Note, the Term Note, the Line of Credit Note,
the COPI Note and all other obligations and liabilities of the Borrower to the
Lender whether direct or indirect, absolute or contingent, due or to become due,
or now existing or hereafter incurred, that may arise under, out of, or
connection with, this Agreement, the Term Loan Credit and Security Agreement,
the Line of Credit Credit Agreement, the COPI Credit Agreement, the Note, the
Term Note, the Line of Credit Note, the COPI Note, the Pledge Agreement, or any
other document, made, delivered or given in connection therewith, in each case
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise.

     "Subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which such Person owns
directly or indirectly through one or more intermediaries 50% or more of the
voting stock, partnership interests or other interests


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thereof or which is controlled or capable of being controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof.

     "Term Loan Credit and Security Agreement" means the Amended and Restated
Credit and Security Agreement dated as of May 21, 1997 between the Borrower and
the Lender, as amended by the First Amendment to Amended and Restated Credit and
Security Agreement dated as of August 11, 1998, as further amended by the Second
Amendment to Amended and Restated Credit and Security Agreement dated as of
September 21, 1998, as further amended by the Third Amendment to Amended and
Restated Credit and Security Agreement dated as of March 11, 1999, as such
agreement may be further modified, supplemented or amended from time to time.

     "Term Note" means the Amended and Restated Promissory Note of the Borrower
payable to the order of the Lender dated as of May 21, 1997, evidencing the
obligation of the Borrower to repay the loan under the Term Loan Credit and
Security Agreement, as such note may be modified, supplemented, or amended from
time to time, and any note or notes issued in substitution or replacement
therefor or in addition thereto.

     "Termination Date" shall mean the date 95 days from the date upon which the
Loan has been satisfied in full.

SECTION 1.2. Rules of Construction.

     (a)  Words of the masculine gender shall be deemed and construed to include
          correlative words of the feminine and neuter genders. Unless the
          context shall otherwise indicate, words importing the singular number
          shall include the plural and vice versa.

     (b)  Reference to a section number, such as this Section 1.2, shall mean
          and include all provisions within that section of this Agreement,
          unless a particular subsection, paragraph or subparagraph is
          specified.

     (c)  Unless otherwise specified herein, all accounting terms used herein
          shall be interpreted, all accounting determinations hereunder shall be
          made, and all financial statements required to be delivered hereunder
          shall be prepared in accordance with GAAP as in effect from time to
          time, except as otherwise specified herein, applied on a basis
          consistent (except for changes concurred in by the Borrower's
          independent public accountants) with the most recent audited
          consolidated financial statements of the Borrower delivered to the
          Lender.

                                   ARTICLE 2
                               COMMITMENT AND NOTE

SECTION 2.1. Commitment.

     The Lender agrees, on and subject to the terms and conditions set forth in
     this Agreement, to advance to the Borrower the principal amount of Nineteen
     Million Five Hundred Thousand Dollars ($19,500,000.00) (the "Loan
     Commitment").


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SECTION 2.2. The Note.

     (a)  The Loan will be evidenced by the Note. Payments under the Note shall
          be applied first to any fees, costs or expenses due under the Note or
          hereunder, then to interest, and then to principal.

     (b)  Notwithstanding any other provision of this Agreement, all outstanding
          principal and interest of the Loan and all other amounts payable
          hereunder, if not sooner paid, shall be due and payable on the
          Maturity Date.

SECTION 2.3. Interest Rate and Payments.

     (a)  Unless an Event of Default shall have occurred and be continuing, the
          Loan shall bear interest on the outstanding principal amount thereof
          until paid in full, at a rate per annum equal to Nine Percent (9%)
          (the "Interest Rate").

     (b)  Upon and during an Event of Default, the Loan shall accrue interest on
          the outstanding principal balance of the Loan and, to the extent
          permitted by applicable law, on the unpaid interest, at a rate per
          annum equal to the Interest Rate plus an additional 5.0% per annum
          (the "Default Rate"), provided that in no event shall the Default Rate
          exceed the maximum rate of interest permitted by applicable law.

     (c)  Interest shall be due during the term hereof on the first Business Day
          of each August, November, February and May, or such other date as the
          Borrower and the Lender may mutually agree in writing.

     (d)  Notwithstanding Section 2.3(c), if the sum of (i) the amount of
          interest to be paid by the Borrower to the Lender pursuant to this
          Agreement and (ii) the amount of principal and interest to be paid by
          the Borrower to the Lender pursuant to the Term Loan Credit and
          Security Agreement, the Line of Credit Credit Agreement, and the COPI
          Credit Agreement, exceeds the amount of EBITDA of the Borrower for the
          immediately preceding calendar quarter (ending the last day of
          September, December, March, or June), the Borrower shall not be
          obligated to repay the amount of interest otherwise due pursuant to
          the terms hereof in excess of the amount of EBITDA of the Borrower for
          the immediately preceding calendar quarter.

     (e)  Accrued interest not paid when due shall be compounded quarterly and
          added to the outstanding principal amount of the Loan.

     (f)  On the Maturity Date, the Borrower shall repay in full all accrued but
          unpaid interest and the entire unpaid principal amount of the Loan.


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SECTION 2.4. General Provisions as to Payments.

     The Borrower shall make each payment of principal of, and interest on, the
Loan not later than 11:00 A.M. Fort Worth, Texas time on the date when due, to
the Lender at the Lender's office at 777 Main Street, Suite 2100, Fort Worth,
Texas 76102 in same day or other immediately available funds. Whenever any
payment of principal of, or interest on, any Loan shall be due on a day which is
not a Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day. If the date for any payment of principal is extended by
operation of law or otherwise, interest thereon shall be payable for such
extended time. All such payments shall be made without setoff or counterclaim
and without reduction for, and free from, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholdings, restrictions
or conditions of any nature imposed by any government or political subdivision
or taking authority thereof (but excluding any taxes imposed on or measured by
the overall net income of the Lender).

SECTION 2.5. Computation of Interest.

     All interest shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day, but excluding
the last day).

SECTION 2.6. Use of Proceeds.

     The proceeds of the Loan shall be used solely to enable the Borrower (i) to
accomplish the acquisition of various assets (the "Americold Assets") associated
with the cold storage business through a joint venture entity to be established
and funded together with Vornado Operating Company (the "Americold
Transaction"), (ii) to make payments to Lender under the Line of Credit Note to
the extent any proceeds of the Loan are not used to accomplish the Americold
Transaction, and (iii) to make such other investments as the Lender may consent
to in writing, which consent may be withheld in the Lender's sole discretion.

SECTION 2.7. Evidence of Debt.

     (a)  The Lender shall record (i) the amount of the advance made hereunder,
          (ii) the amount of any principal or interest due and payable or to
          become due and payable from the Borrower to the Lender hereunder, and
          (iii) the amount of any sum received by the Lender hereunder from the
          Borrower.

     (b)  The entries recorded by the Lender shall, to the extent permitted by
          applicable law, be prima facie evidence of the existence and amounts
          of the obligations of the Borrower therein recorded; provided,
          however, that the failure of the Lender to record or any error in any
          record shall not in any manner affect the obligation of the Borrower
          to repay (with applicable interest) the Loans made to such Borrower in
          accordance with the terms of this Agreement.


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                                   ARTICLE 3
                    EFFECTIVENESS AND CONDITIONS TO BORROWING

     This Agreement shall become effective on the date hereof; provided that
     each of the conditions set forth below shall have been satisfied (or waived
     in accordance with Section 8.3):

          (i)   The Lender shall have received this Agreement, duly executed by
                the Borrower;

          (ii)  The Lender shall have received from the Borrower a certificate
                that each of the representations and warranties of the Borrower
                contained in this Agreement is true, correct, and complete as of
                the Closing Date;

          (iii) The Lender shall have received a duly executed Note dated as of
                the Closing Date; and

          (iv)  No event, which, after execution of this Agreement, would
                constitute an Event of Default hereunder shall have occurred and
                be continuing.

                                   ARTICLE 4
                                SECURITY INTEREST

SECTION 4.1. Grant of Security Interest.

     As security for the prompt payment, performance, and observance in full of
     the Secured Obligations, the Borrower hereby pledges and assigns to the
     Lender, and grants to the Lender a continuing security interest in and lien
     on all of the following property now owned or at any time hereafter
     acquired by the Borrower or in which the Borrower now has or at any time in
     the future may acquire any right, title or interest including, without
     limitation, all Americold Assets (the "Collateral"):

          (i)    all Accounts;

          (ii)   all Chattel Paper;

          (iii)  all Documents;

          (iv)   all Equipment;

          (v)    all General Intangibles;

          (vi)   all Instruments;

          (vii)  all Inventory;

          (viii) all books and recordings pertaining to the Collateral; and


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          (ix)   to the extent not otherwise included, all Proceeds and products
                 of any of the foregoing, in any form (whether cash or non-cash)
                 and all collateral security and guarantees given by any Person
                 with respect to any of the foregoing.

SECTION 4.2. Collateral Account

     (a)  Establishment of Collateral Account. Upon a request from the Lender or
          upon the occurrence of an Event of Default, there shall be established
          and at all times thereafter there shall be maintained by the Borrower,
          a non-interest bearing cash collateral account with a financial
          institution approved by the Lender (the "Collateral Account") subject
          to the terms of this Agreement.

     (b)  Rights, Title and Interest of Collateral Account. All right, title and
          interest in and to the Collateral Account shall vest exclusively in
          the Lender. The Borrower shall have no rights with respect to the
          Collateral Account and the Lender shall have sole dominion and control
          over the Collateral Account and the monies deposited therein. Monies
          deposited in the Collateral Account shall constitute security for the
          Secured Obligations. The Borrower hereby pledges and assigns to the
          Lender and hereby grants to the Lender a security interest in, all
          right, title or interest (if any) which the Borrower now has or may
          hereafter have or purport or claim to have in or to the Collateral
          Account and all monies held therein, any investments made with such
          monies and any and all certificates or instruments from time to time
          representing or evidencing such investments (and all proceeds
          thereof).

     (c)  Maintaining the Collateral Account. If a Collateral Account is
          established hereunder, until the Termination Date of this Agreement:

          (i)   The Borrower will maintain the Collateral Account with a
                financial institution approved by the Lender.

          (ii)  All monies received by the Lender while a Default or an Event of
                Default has occurred and is continuing, and any monies received
                as a result of investments made as contemplated by subsection
                4.2(c)(iii) hereof, shall be deposited in the Collateral
                Account.

          (iii) Pending the disbursement thereof pursuant to the terms of this
                Agreement, all monies in the Collateral Account shall (to the
                extent it is practical to do so) be invested by the Lender in
                Cash Equivalents. All such investments shall be evidenced either
                (a) by negotiable certificates or instruments which are held by
                or for the account of the Lender or (b) by book entries
                maintained in a State in which the Lender may be granted by book
                entries a security interest in the securities relating thereto.
                In the absence of its gross negligence or willful misconduct,
                the Lender shall not have any liability out of or in connection
                with any investment made in accordance with the provisions
                herein or for any loss or decline in value of any


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                investment or from any loss resulting directly or indirectly
                from any investment made pursuant to and in accordance with the
                provisions hereof.

SECTION 4.3. Remedies.

     (a)  Proceeds to be Turned Over to the Lender. When a Default or an Event
          of Default has occurred and is continuing all Proceeds (as defined in
          the Code) of the Collateral received by the Borrower consisting of
          cash, checks and other near-cash items shall be held by the Borrower
          in trust for the Lender, segregated from other funds of the Borrower,
          and shall, forthwith upon receipt by the Borrower, be turned over to
          the Lender in the exact form received by the Borrower (duly indorsed
          by the Borrower to the Lender, if required) and held by the Lender in
          the Collateral Account. All Proceeds while held by the Lender in the
          Collateral Account (or by the Borrower in trust for the Lender) shall
          continue to be held as collateral security for all the Secured
          Obligations and shall not constitute payment thereof until applied as
          provided in subsection 4.3(b).

     (b)  Application of Proceeds. At such intervals as may be agreed upon by
          the Borrower and the Lender, or, if an Event of Default has occurred
          and is continuing at any time at the Lender's election, the Lender may
          apply all or any part of Proceeds held by it in payment of the Secured
          Obligations in such order as the Lender may elect, and any part of
          such funds which the Lender elects not so to apply and deems not
          required as collateral security for the Secured Obligations shall be
          paid over from time to time by the Lender to the Borrower or to
          whomsoever may be lawfully entitled to receive the same. Any balance
          of such Proceeds remaining after the Secured Obligations shall have
          been paid in full and the Commitment shall have expired or otherwise
          been terminated shall be paid over to the Borrower or to whomsoever
          may be lawfully entitled to receive the same.

     (c)  Code Remedies. If an Event of Default has occurred and is continuing,
          the Lender may exercise, in addition to all other rights and remedies
          granted to it in this Agreement and in any other instrument or
          agreement securing, evidencing or relating to the Secured Obligations,
          all rights and remedies of a secured party under the Code. Without
          limiting the generality of the foregoing, the Lender, without demand
          of performance or other demand, presentment, protest, advertisement or
          notice of any kind (except any notice required by law referred to
          below) to or upon the Borrower or any other Person (all and each of
          which demands, defenses, advertisements and notices are hereby
          waived), may in such circumstances forthwith collect, receive,
          appropriate and realize upon the Collateral, or any part thereof,
          and/or may forthwith sell, lease, assign, give option or options to
          purchase, or otherwise dispose of and deliver the Collateral or any
          part thereof (or contract to do any of the foregoing), in one or more
          parcels at public or private sale or sales, at any exchange, broker's
          board or office of the Lender or elsewhere upon such terms and
          conditions as it may deem advisable and at such prices as it may deem
          best, for cash or on credit or for future delivery without assumption
          of any credit risk. The Lender shall have the right upon any


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          such public sale or sales, and, to the extent permitted by law, upon
          any such private sale or sales, to purchase the whole or any part of
          the Collateral so sold, free of any right or equity of redemption in
          the Borrower, which right or equity is hereby waived or released. The
          Borrower further agrees, at the Lender's request, to assemble the
          Collateral and make it available to the Lender at places which the
          Lender shall reasonably select, whether at the Borrower's premises or
          elsewhere. To the extent permitted by applicable law, the Borrower
          waives all claims, damages and demands it may acquire against the
          Lender arising out of the exercise by them of any rights hereunder. If
          any notice of a proposed sale or other disposition of Collateral shall
          be required by law, such notice shall be deemed reasonable and proper
          if given at least 10 days before such sale or other disposition.

     (d)  The exercise by the Lender of or failure or refusal to so exercise any
          right, remedy or power granted under this Agreement or available to
          the Lender at law or in equity or under statute shall in no manner
          affect the Borrower's liability to the Lender, and the Lender shall be
          under no obligation or duty to exercise any of the rights, remedies or
          powers conferred upon it hereby or by applicable law, and it shall
          incur no liability for any act or failure to act in connection with
          the collection of, or the preservation of any rights under, any of the
          Collateral.

SECTION 4.4. Lender Appointment as Attorney-in-Fact; Lender Performance of
             Borrower's Obligations.

     (a)  Powers. The Borrower hereby irrevocably constitutes and appoints the
          Lender and any officer or agent thereof, with full power of
          substitution, as its true and lawful attorney-in-fact with full
          irrevocable power and authority in the place and stead of the Borrower
          and in the name of the Borrower or in its own name, for the purpose of
          carrying out the terms of this Agreement, to take any and all
          appropriate action and to execute any and all documents and
          instruments which may be necessary or desirable to accomplish the
          purposes of this Agreement, and, without limiting the generality of
          the foregoing, the Borrower hereby gives the Lender the power and
          right, on behalf of the Borrower, without notice to or assent by the
          Borrower, to do any or all of the following:

          (i)   at any time when an Event of Default has occurred and is
                continuing in the name of the Borrower or its own name, or
                otherwise, take possession of and indorse and collect any
                checks, drafts, notes, acceptances or other instruments for the
                payment of moneys due with respect to any Collateral and file
                any claim or take any other action or proceeding in any court of
                law or equity or otherwise deemed appropriate by the Lender for
                the purpose of collecting any and all such moneys due with
                respect to any Collateral whenever payable;

          (ii)  pay or discharge taxes and Liens levied or placed on or
                threatened against the Collateral, effect any repairs or any
                insurance called for by the terms


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                of this Agreement and pay all or any part of the premiums
                therefor and the costs thereof;

          (iii) execute, in connection with any sale provided for in subsection
                4.3(c), any endorsements, assignments or other instruments of
                conveyance or transfer with respect to the Collateral; and

          (iv)  at any time when an Event of Default has occurred and is
                continuing (1) direct any party liable for any payment under any
                of the Collateral to make payment of any and all moneys due or
                to become due thereunder directly to the Lender or as the Lender
                shall direct; (2) ask or demand for, collect, receive payment of
                and receipt for, any and all moneys, claims and other amounts
                due or to become due at any time in respect of or arising out of
                any Collateral; (3) sign and indorse any invoices, freight or
                express bills, bills of lading, storage or warehouse receipts,
                drafts against debtors, assignments, verifications, notices and
                other documents in connection with any of the Collateral; (4)
                commence and prosecute any suits, actions or proceedings at law
                or in equity in any court of competent jurisdiction to collect
                the Collateral or any thereof and to enforce any other right in
                respect of any Collateral; (5) defend any suit, action or
                proceeding brought against the Borrower with respect to any
                Collateral (other than any such suit, action or proceeding
                brought by the Lender); (6) settle, compromise or adjust any
                such suit, action or proceeding (other than any such suit,
                action or proceeding brought by the Lender) and, in connection
                therewith, to give such discharges or releases as the Lender may
                deem appropriate; (7) generally, sell, transfer, pledge and make
                any agreement with respect to or otherwise deal with any of the
                Collateral as fully and completely as though the Lender were the
                absolute owner thereof for all purposes, and do, at the Lender's
                option and the Borrower's expense, at any time, or from time to
                time, all acts and things which the Lender deems necessary to
                protect, preserve or realize upon the Collateral and the
                Lender's security interests therein and to effect the intent of
                this Agreement, all as fully and effectively as the Borrower
                might do.

     (b)  Ratification; Power Coupled With An Interest. The Borrower hereby
          ratifies all that said attorneys shall lawfully do or cause to be done
          by virtue hereof in accordance with the terms of this Agreement,
          absent gross negligence or willful misconduct on the part of the
          Lender. All powers, authorizations and agencies contained in this
          Agreement are coupled with an interest and are irrevocable until this
          Agreement is terminated and the security interests created hereby are
          released.

SECTION 4.5. Performance by Lender of Borrower's Obligations.

     If the Borrower fails to perform or comply with any of its agreements
contained in this Article 4, the Lender, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.


                                       12
<PAGE>   13


SECTION 4.6. Borrower's Reimbursement Obligation.

     The expenses of the Lender incurred in connection with actions undertaken
as provided in this Article 4, together with interest thereon at a rate equal to
the rate per annum at which interest would then be payable on past due Loans
under this Agreement, from the date of payment by the Lender to the date
reimbursed by the Borrower, shall be payable by the Borrower to the Lender on
demand.

SECTION 4.7. Duty of the Lender.

     The Lender's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the Code or otherwise, shall be to deal with it in the same manner as the
Lender deals with similar property for its own account. Neither the Lender, nor
any of its respective officers, directors, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Borrower or any other Person or to
take any other action whatsoever with regard to the Collateral or any part
thereof. The powers conferred on the Lender hereunder are solely to protect the
Lender's interests in the Collateral and shall not impose any duty upon the
Lender to exercise any such powers. The Lender shall be accountable only for
amounts that its actually receives as a result of the exercise of such powers,
and neither it nor any of its officers, directors, employees or agents shall be
responsible to the Borrower for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.

SECTION 4.8. Execution of Financing Statements.

     Pursuant to Section 9-402 of the Code, the Borrower authorizes the Lender
to file financing statements with respect to the Collateral without the
signature of the Borrower in such form and in such filing offices as the Lender
reasonably determines appropriate to perfect the security interests of the
Lender under this Agreement. The Lender shall provide the Borrower with copies
of any such financing statements. A carbon, photographic or other reproduction
of this Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.

SECTION 4.9. The Pledge Agreement.

     In addition to the security interest granted hereunder, the Borrower shall
grant to the Lender a security interest in the Pledged Partnership Interests and
the Pledged Stock (as those terms are defined in the Pledge Agreement) pursuant
to the Pledge Agreement.

SECTION 4.10. Pledged Notes.

     With respect to any promissory notes now or hereinafter owned or owing to
the Borrower, including, without limitation, the promissory note from Charter
Behavioral Health Systems, LLC, such notes shall be promptly endorsed in blank
and delivered to the Lender.


                                       13
<PAGE>   14


SECTION 4.11. Release of Collateral.

     In the event that the Borrower desires to have any Collateral released in
connection with the sale, assignment, transfer or other conveyance of such
Collateral (including the release of any promissory note in connection with the
repayment thereof), the Borrower shall obtain the prior written consent of the
Lender to the release of such Collateral and the repayment of the portion of the
Loan which is allocable to such Collateral, which consent (of both the release
and the amount to be repaid) may be withheld in the Lender's sole and absolute
discretion. Any request by the Borrower for release of Collateral shall be in
writing and shall state that portion of the Loan which is allocable to such
Collateral. Provided that the Lender consents to any such release, the Lender
agrees to release such Collateral promptly following receipt by the Lender of
the allocable portion of the Loan attributable to such Collateral.

                                   ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants that:

SECTION 5.1. Existence and Power.

     The Borrower is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware, and has all corporate power
and authority, and all material governmental licenses, authorizations, consents,
and approvals required to carry on its business as now conducted.

SECTION 5.2. Corporate and Government Authorization; No Contravention.

     The execution, delivery, and performance by the Borrower of this Agreement,
the Pledge Agreement and the Note are within the scope of the Borrower's power
and authority, have been duly authorized by all necessary corporate action of
the Borrower, require no action by or in respect of, or filing with any
governmental body, agency, or official and do not contravene, or constitute a
default under, the Certificate of Incorporation or By-Laws of the Borrower or
under any provision of applicable law or regulation to which the Borrower is
subject, or of any judgment, injunction, order, or decree, binding upon the
Borrower, except for such contraventions as will not, singly or in the
aggregate, have a material adverse effect on the ability of the Borrower to
perform its obligations under this Agreement, the Pledge Agreement or the Note.

SECTION 5.3. Binding Effect.

     This Agreement constitutes the legal, valid, binding, and enforceable
agreement of the Borrower, except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability.


                                       14
<PAGE>   15


SECTION 5.4. Litigation.

     There is no action, suit or proceeding pending against, or to the knowledge
of the Borrower, threatened against or affecting the Borrower before any court
or arbitrator or any governmental body, agency or official which could
materially adversely affect the business, financial position, results of
operations, or prospects of the Borrower or which could materially adversely
affect the ability of the Borrower to perform its obligations under this
Agreement, the Pledge Agreement or the Note or which in any manner draws into
question the validity of this Agreement, the Pledge Agreement or the Note.

SECTION 5.5. Taxes.

     The Borrower has filed all material tax returns and reports required by law
to have been filed and has paid all taxes and governmental charges thereby shown
to be due and payable.

SECTION 5.6. Debt.

     Except as set forth in the financial statements delivered to the Lender
pursuant to Section 5.10, the Borrower has and will have no Debt outstanding on
a Closing Date other than (i) the Debt outstanding hereunder, (ii) Debt that has
previously been disclosed to the Lender in writing, and (iii) Debt that will
not, in the aggregate, have a material adverse effect on the business,
operations, or prospects of the Borrower.

SECTION 5.7. Title to Assets.

     (a)  The Borrower has legal title to or a legal and valid leasehold
          interest in all property and assets owned by it on the date hereof,
          and will have legal title to all property and assets acquired by it at
          any time subsequent to the date hereof, free and clear of all Liens,
          except Liens in favor of the Lender.

     (b)  Except for the security interest granted to the Lender pursuant to
          this Agreement and except for Liens in favor of the Lender, the
          Borrower owns each item of the Collateral free and clear of any and
          all Liens or claims of others. No financing statement or other public
          notice with respect to all or any part of the Collateral is on file or
          of record in any public office, except such as have been filed in
          favor of the Lender pursuant to this Agreement, the Pledge Agreement,
          the COPI Credit Agreement, the Line of Credit Credit Agreement or the
          Term Loan Credit and Security Agreement.

SECTION 5.8. Perfected First Priority Liens.

     The security interests granted pursuant to this Agreement (a) constitute
perfected security interests in the Collateral in favor of the Lender, as
collateral security for the Secured Obligations and (b) are prior to all other
Liens on the Collateral in existence on the date hereof.

SECTION 5.9. Inventory and Equipment.

     The Inventory and the Equipment are kept at the Borrower's principal
office.


                                       15
<PAGE>   16


SECTION 5.10. Chief Executive Office.

     The Borrower's principal office is located at 306 W. 7th St., Fort Worth,
Texas 76102.

SECTION 5.11. Farm Products.

     None of the Collateral constitutes, or is the Proceeds of, Farm Products.

SECTION 5.12. Subsidiaries.

     Upon request, the Borrower will provide to Lender a list of all of
Borrower's Subsidiaries.

SECTION 5.13. Financial Information.

     All financial information which has been or shall hereafter be furnished by
or on behalf of the Borrower or by any other Person at the Borrower's direction
to the Lender for the purposes of or in connection with this Agreement present
fairly the financial condition as at the dates thereof (subject to normal year
end adjustments in the case of unaudited financial statements).

SECTION 5.14. No Material Adverse Change.

     There has been no material adverse change in the business, financial
condition, operations, assets, revenues, properties, or prospects of the
Borrower taken as a whole from the financial information previously provided to
Lender.

                                   ARTICLE 6
                                    COVENANTS

     The Borrower agrees that, so long as any amount payable hereunder remains
unpaid:

SECTION 6.1. Conduct of Business and Maintenance of Existence.

     The Borrower will perform the intercompany agreement between the Lender and
the Borrower and such activities as are necessary or incidental thereto, and
will preserve, renew and keep in full force and effect its existence.

SECTION 6.2. Financial Information.

     The Borrower will deliver to the Lender:

     (a)  as soon as available, either (i) for the applicable quarters, the Form
          10-Q filed by the Borrower with the United States Securities and
          Exchange Commission (the "SEC") but in no event more than forty-five
          (45) days after the end of each fiscal quarter of the Borrower in
          which a Form 10-Q is filed (unless the SEC has approved an extension
          in which event the Borrower will deliver such copies of the Form 10-Q
          simultaneously with delivery to the SEC), or (ii) for the applicable
          quarter, the Form 10-K filed by the Borrower with the SEC but in no
          event more than ninety (90) days after the end of the fiscal quarter
          of the Borrower in which a


                                       16
<PAGE>   17


          Form 10-K is filed (unless the SEC has approved an extension in which
          event the Borrower will deliver such copies of the Form 10-K
          simultaneously with delivery to the SEC), or (iii) if Borrower does
          not or is not required to file Forms 10-Q or 10-K with the SEC, copies
          of the unaudited consolidated balance sheet of the Borrower and its
          Subsidiaries as at the end of such quarter, and the related unaudited
          consolidated statements of income, change in capital and cash flows
          for the portion of the Borrower's fiscal year then elapsed, all in
          reasonable detail and prepared in accordance with GAAP but in no event
          more than forty-five (45) days after the end of each fiscal quarter;
          and

     (b)  as soon as available, but in no event more than sixty (60) days after
          the end of each of the first three quarters of each fiscal year of the
          Borrower, financial statements of the Borrower, containing a balance
          sheet and the related statements of income prepared on a cash basis,
          showing the financial condition of the Borrower at the close of and
          for such period.

     The financial statements delivered pursuant to subsections (a) and (b) of
this Section 6.2 shall be certified by the president or chief financial officer
of the Borrower as true, complete, and correct and, as to the financial
statements delivered pursuant to subsection (a) of this Section 6.2, as having
been prepared in accordance with GAAP.

SECTION 6.3. Compliance with Laws.

     The Borrower will comply with all applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities except where the
necessity of compliance therewith is contested in good faith by appropriate
proceedings or where the failure to comply therewith will not materially
adversely affect the business, operations, or financial condition of the
Borrower or the ability of the Borrower to perform its obligations under this
Agreement, the Pledge Agreement or the Note.

SECTION 6.4. Incurrence of Debt.

     The Borrower will not issue, assume, guarantee, incur, or otherwise be or
become liable in respect of Debt, other than (i) Debt expressly approved by the
Lender in writing, which approval may be withheld in the Lender's sole
discretion, or (ii) non-recourse Debt financing secured by property of the
Borrower not constituting Collateral prior to or as of June 30, 1997 (the Lender
hereby agreeing to cooperate with the Borrower to subordinate or release its
Lien on such property to permit any lender of such financing to obtain a first
lien thereon).

SECTION 6.5. Limitation on Liens.

     The Borrower will not create, incur, assume or suffer to exist any Lien
upon or with respect to any of its assets, whether now or hereafter acquired, or
assign or otherwise convey any right to receive income, except (i) Liens in
favor of the Lender; (ii) Liens expressly approved by the Lender, which approval
shall not be unreasonably withheld; (iii) Liens imposed by any governmental
authority for taxes, assessments or charges not yet due or which are being
contested in good faith and by appropriate proceedings if adequate reserves with
respect thereto are maintained on the books of the Borrower in accordance with
GAAP, and (iv) Liens disclosed


                                       17
<PAGE>   18


to the Lender on or before the Closing Date that would not, in the aggregate,
have a material adverse effect on the business, operations, or prospects of the
Borrower.

SECTION 6.6.  Consolidations, Mergers, and Sales of Assets.

     The Borrower will not wind up, liquidate or dissolve its affairs or convey,
sell, lease or otherwise dispose of (or agree to do any of the foregoing at any
future time), whether in one or a series of transactions, all or any substantial
part of its assets, unless such transaction or series of transactions are
expressly approved by the Lender, which approval shall not be unreasonably
withheld.

SECTION 6.7.  Books and Records.

     The Borrower will keep books and records which accurately reflect all of
its business affairs and transactions in all material respects. The Borrower
will permit the Lender at reasonable times and intervals during normal business
hours to examine and photocopy extracts from any of its books or other corporate
records.

SECTION 6.8.  Lien on Collateral.

     The Borrower shall, at its sole cost and expense, perform all acts and
execute all documents requested by the Lender at any time to evidence, perfect,
maintain and enforce the Lender's security interest and the first priority
thereof in the Collateral. Upon the Lender's request, at any time and from time
to time, the Borrower shall, at its sole cost and expense, execute and deliver
to the Lender one or more financing statements (in form and substance
satisfactory to the Lender) pursuant to the Code and, where permitted by law,
the Borrower hereby authorizes the Lender to execute and file one or more
financing statements signed only by the Lender or to file a copy of this
Agreement as a financing statement.

SECTION 6.9.  Restriction on Dividends.

     The Borrower will not make dividend distributions to its shareholders at
any time when there exists an outstanding balance on the Loan.

SECTION 6.10. Restriction on Certain Amendments.

     The Borrower will not amend its organizational documents without the prior
written consent of the Lender, which consent shall not be unreasonably withheld.

SECTION 6.11. Delivery of Instruments and Chattel Paper.

     If any amount payable under or in connection with any of the Collateral
shall be or become evidenced by any Instrument or Chattel Paper, such Instrument
or Chattel Paper shall be immediately delivered to the Lender, duly indorsed in
a manner satisfactory to the Lender, to be held as Collateral pursuant to this
Agreement.


                                       18
<PAGE>   19


SECTION 6.12. Maintenance of Insurance.

     The Borrower will maintain, with financially sound and reputable companies,
insurance policies insuring the Inventory and Equipment, including the Americold
Assets, against loss by fire, explosion, theft and such other casualties as may
be reasonably satisfactory to the Lender, such policies to be in such form and
amounts and having such coverage as may be reasonably satisfactory to the
Lender, with losses payable to the Borrower and the Lender as their respective
interests may appear.

     (a)  All such insurance shall (1) provide that no cancellation, material
          reduction in amount or material change in coverage thereof shall be
          effective until at least 30 days after receipt by the Lender of
          written notice thereof, (2) name the Lender as an insured party and
          (3) be reasonably satisfactory in all other respects to the Lender.

     (b)  The Borrower shall deliver to the Lender a report of a reputable
          insurance broker with respect to such insurance in each calendar year
          and such supplemental reports with respect thereto as the Lender may
          from time to time reasonably request.

SECTION 6.13. Changes in Locations, Name, etc.

     The Borrower will not unless it shall have given the Lender at least 30
days prior written notice of such change (or, in the case of Inventory and
Equipment, at least 10 days prior written notice, to the extent that the
Borrower has taken such action as reasonably may be required of it to maintain
the continuous perfection of the Lender's security interest in such Inventory or
Equipment, as the case may be):

     (a)  permit any of the Inventory (other than goods-in-transit and
          immaterial amounts of goods in temporary locations in the ordinary
          course of business) or Equipment to be kept at a location other than
          Borrower's principal office;

     (b)  change the location of its principal office from that specified in
          subsection 5.10; or

     (c)  change its name, identity or corporate structure to such an extent
          that any financing statement filed by the Lender in connection with
          this Agreement would become seriously misleading.

SECTION 6.14. Further Identification of Collateral.

     The Borrower will furnish to the Lender from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Lender may reasonably request,
all in reasonable detail.


                                       19
<PAGE>   20


SECTION 6.15. Notices.

     The Borrower will advise the Lender promptly, in reasonable detail, of (a)
any Lien (other than security interests created hereby or Liens permitted under
this Agreement) on any of the Collateral and (b) the occurrence of any other
event which could reasonably be expected to have a material adverse effect on
the aggregate value of the Collateral or on the security interests created
hereby.

SECTION 6.16. Additional Collateral.

     With respect to any Person other than Charter Behavioral Health Systems,
LLC and COPI Colorado, L.P. (being specifically excluded) that, subsequent to
the Closing Date, becomes a Subsidiary, the Borrower will promptly cause such
new Subsidiary to (i) execute and deliver to the Lender a guaranty of the Loan
in form and substance satisfactory to the Lender, and a new pledge agreement or
such amendments to the existing Pledge Agreement as the Lender shall deem
necessary or reasonably advisable to grant to the Lender, for the benefit of the
Lender, a Lien on the capital stock of such Subsidiary which is owned by the
Borrower or any of its Subsidiaries, (ii) deliver to the Lender the certificates
representing such capital stock, together with undated stock powers executed and
delivered in blank by a duly authorized officer of the Borrower or such
Subsidiary, as the case may be, (iii) take all actions necessary or advisable to
grant a security interest to the Lender in the property and assets of such
Subsidiary, including, without limitation, the filing of financing statements in
such jurisdictions as may be requested by the Lender and the execution and
delivery by such Subsidiary of a security agreement in a form acceptable to the
Lender.

SECTION 6.17. Deliveries of Borrower.

     Upon request, the Borrower will deliver to Lender:

          (i)  proper financing statements (Forms UCC-1 or the appropriate
               equivalent) necessary to perfect the security interest in the
               Borrower's interest in the Collateral (or such part thereof in
               which a security interest can be perfected thereby); and

          (ii) (A) the articles of incorporation of the Borrower as in effect on
               the Closing Date, certified as of a recent date by the Secretary
               of State of Delaware, (B) the bylaws of the Borrower as in effect
               on the Closing Date, certified as of a recent date by the
               Secretary of the Borrower, (C) resolutions of the board of
               directors of the Borrower authorizing the execution, delivery and
               performance of this Agreement, certified as of the Closing Date
               by its corporate secretary, (D) certificates as to the incumbency
               of the officers of the Borrower, certified by its corporate
               secretary, and (E) certificates of good standing of the Borrower
               issued as of a recent date by the Secretary of State of Delaware.


                                       20
<PAGE>   21


SECTION 6.18. Asset Distributions.

     The Borrower will not sell, transfer, lease, contribute, convey or
otherwise dispose of all or any part of its assets to any Person, unless such
transfer, lease or other disposition is previously approved in writing by
Lender.

                                   ARTICLE 7
                                   DEFAULTS

SECTION 7.1. Events of Default.

     If one or more of the following events ("Events of Default") shall have
occurred and be continuing:

     (a)  except as permitted pursuant to Section 2.2(b), the Borrower shall
          fail to pay within five Business Days of the due date any principal or
          interest on the Loan;

     (b)  any representation or warranty made by the Borrower hereunder or in
          any certificate furnished by or on behalf of the Borrower shall be
          incorrect when made in any material respect;

     (c)  the Borrower shall fail to observe or perform the provisions of
          Section 6.9 hereof for five Business Days;

     (d)  the Borrower shall fail to observe or perform any covenant or
          agreement contained in this Agreement, the Pledge Agreement, the Note
          (other than those covered by clause (a), (b) or (c) above), or any
          other Loan Document for 30 days (or, with respect to Section 6.2 of
          this Agreement, for 30 days after written notice thereof has been
          given to the Borrower by the Lender); provided however, if such
          default is capable of cure and the Borrower is diligently proceeding
          to cure such default, the cure period in this subsection (d) shall be
          extended for such additional time, not to exceed 30 days, as is
          reasonably necessary to complete such cure;

     (e)  the Borrower shall fail to make any payment in respect of any Material
          Debt other than the Debt of the Borrower under this Agreement and the
          Note when due or within any applicable grace period;

     (f)  any Default or Event of Default shall have occurred and be continuing
          under the Term Loan Credit and Security Agreement, the COPI Credit
          Agreement or the Line of Credit Credit Agreement.

     (g)  the Borrower shall commence a voluntary case or other proceeding
          seeking liquidation, reorganization, or other relief with respect to
          itself or its debts under any bankruptcy, insolvency, or other similar
          law now or hereafter in effect or seeking the appointment of a
          trustee, receiver, liquidator, custodian, or other similar official of
          it or any substantial part of its property, or shall consent to any
          such relief or to the appointment of or taking possession by any such
          official in an involuntary case or other proceeding commenced against
          it, or shall make a


                                       21
<PAGE>   22


          general assignment for the benefit of creditors, or shall fail
          generally to pay its debts as they become due, or shall take any
          action to authorize any of the foregoing;

     (h)  an involuntary case or other proceeding shall be commenced against the
          Borrower seeking liquidation, reorganization, rehabilitation,
          conservation, or other relief with respect to it or its debts under
          any bankruptcy, insolvency or other similar law now or hereafter in
          effect or seeking the appointment of a trustee, receiver, liquidator,
          custodian, rehabilitator, conservator, or other similar official of it
          or any substantial part of its property, and such involuntary case or
          other proceeding shall remain undismissed and unstayed for a period of
          120 days; or an order for relief shall be entered against the Borrower
          under the federal bankruptcy laws or any state insolvency laws as now
          or hereafter in effect;

     (i)  a judgment or order for the payment of money in excess of $500,000
          shall be rendered against the Borrower and such judgment or order
          shall continue unsatisfied, unstayed and unbonded for a period of 30
          days; provided, however that a judgment or order fully covered by
          insurance, which coverage has not been disputed by the insurer, shall
          not be considered a Default;

     then, and in every such event, the Lender may, by notice to the Borrower
     declare the Note (together with accrued interest thereon) to be, and the
     Note shall thereupon become, immediately due and payable without
     presentment, demand, protest, or other notice of any kind, all of which are
     hereby waived by the Borrower; provided that in the case of any of the
     Events of Default specified in clause (g) or (h) above (each, a "Bankruptcy
     Event of Default"), without any notice to the Borrower or any other act by
     the Lender, the Note (together with accrued interest thereon) shall become
     immediately due and payable without presentment, demand, protest, or other
     notice of any kind, all of which are hereby waived by the Borrower.

                                   ARTICLE 8
                                  MISCELLANEOUS

SECTION 8.1. Notices.

     All notices, requests and other communications to any party hereunder shall
be in writing (including bank wire, telex, facsimile transmission or similar
writing) and shall be given to such party: (i) in the case of the Borrower or
the Lender at their respective addresses, telex numbers or facsimile numbers set
forth on the signature pages hereof or (ii) in the case of any party, such other
address, telex number or facsimile number as such party may hereafter specify
for the purpose by notice to the other party in accordance with this Section.
All notices shall be effective when received.

SECTION 8.2. Expenses; Indemnification.

     (a)  The Borrower shall pay (i) all out-of-pocket expenses reasonably
          incurred by the Lender, including reasonable fees and disbursements of
          counsel in connection with any waiver or consent hereunder or any
          amendment hereof or any Default or


                                       22
<PAGE>   23


          alleged Default hereunder, and (ii) if an Event of Default occurs, all
          out-of-pocket expenses incurred by the Lender, including reasonable
          fees and disbursements of counsel in connection with such Event of
          Default and collection, bankruptcy, insolvency, and other enforcement
          proceedings resulting therefrom. The Borrower shall indemnify the
          Lender against any transfer taxes, documentary taxes, assessments or
          charges made by any governmental authority by reason of the execution
          and delivery of this Agreement, the Pledge Agreement or the Note.

     (b)  The Borrower agrees to indemnify the Lender and hold the Lender
          harmless from and against any and all liabilities, losses, damages,
          costs and expenses of any kind (other than general overhead and
          administrative expenses), including, without limitation, the
          reasonable fees and disbursements of counsel, which may be incurred by
          the Lender in connection with any investigative, administrative, or
          judicial proceeding (whether or not the Lender shall be designated a
          party thereto) relating to or arising out of this Agreement, the
          Pledge Agreement or the Note or any actual or proposed use of proceeds
          of the Loan hereunder; provided that the Lender shall not have the
          right to be indemnified hereunder for (i) any proceeding against the
          Lender by any governmental authority charged with the supervision of
          the Lender or (ii) its own gross negligence or willful misconduct as
          determined by a court of competent jurisdiction.

SECTION 8.3. Amendments and Waivers.

     Any provision of this Agreement, the Pledge Agreement, the Note or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Lender and the Borrower.

SECTION 8.4. Successors and Assigns.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that the Borrower may not assign or otherwise transfer any of its rights
under this Agreement without the prior written consent of the Lender. The
purchaser, assignee, transferee, or pledgee of any of the Lender's rights under
the Lender's security interest hereunder shall forthwith become vested with and
entitled to exercise all the rights, powers, and remedies given under this
Agreement to the Lender, as if said purchaser, assignee, transferee, or pledgee
were originally named as secured party herein.

SECTION 8.5. Governing Law; Submission to Jurisdiction.

     THIS AGREEMENT, THE PLEDGE AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF TEXAS WITHOUT
GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF. The Borrower hereby submits to
the nonexclusive jurisdiction of the United States District Court for the
Northern District of Texas and of any Texas state court for purposes of all
legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Borrower irrevocably waives, to the
fullest extent permitted by law,


                                       23
<PAGE>   24


any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.

SECTION 8.6. Counterparts; Integration.

     This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.

SECTION 8.7. WAIVER OF JURY TRIAL.

     THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This waiver of right to a
trial by jury is separately given, knowingly and voluntarily, by the Borrower
and the Lender, and this waiver is intended to encompass individually each
instance and each issue as to which the right to a trial by jury would otherwise
accrue. The Borrower and the Lender are hereby authorized and requested to
submit this Agreement to any court having jurisdiction over the subject matters
and the parties hereto, so as to serve as conclusive evidence of the parties'
herein contained waiver of the right to trial by jury. Further, the Borrower and
the Lender hereby certify that no representative, attorney or agent of any other
party has represented, expressly or otherwise, to the Borrower, or the Lender
that any other party will not seek to enforce this waiver of right to trial by
jury provision.

SECTION 8.8. Termination; Release.

     Until the Termination Date, this Agreement shall be a continuing agreement,
shall remain in full force and effect. After the Termination Date, this
Agreement shall terminate, and the Lender, at the request and expense of the
Borrower, will execute and deliver to Borrower a proper instrument or
instruments acknowledging the satisfaction and termination of this Agreement,
and will duly assign, transfer and deliver to the Borrower (without recourse and
without any representation or warranty) at the expense of the Lender the
Collateral if in the possession of the Lender or its agents and not theretofore
sold or otherwise applied or released pursuant to this Agreement.

SECTION 8.9. Effect of Headings.

     The Article and Section headings herein are for convenience of reference
only and shall not affect the construction hereof.


                                       24
<PAGE>   25


SECTION 8.10. Severability of Provisions.

     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions hereof or affect the
validity or enforceability of such provisions in any other jurisdiction.

SECTION 8.11. Application of Proceeds.

     The parties agree that the Lender shall have the right to apply the
proceeds of any Collateral under this Agreement, the Term Loan Credit and
Security Agreement, the Line of Credit Credit Agreement, or the COPI Credit
Agreement in its sole discretion, against the Secured Obligations under the Term
Loan Credit and Security Agreement, the Secured Obligations under this
Agreement, the Secured Obligations under the Line of Credit Credit Agreement, or
the Secured Obligations under the COPI Credit Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                                   CRESCENT OPERATING, INC.


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

                                   Notice Address:
                                   306 W. 7th St., Suite 1000
                                   Fort Worth, Texas 76102
                                   Facsimile: (817) 339-2220


                                   CRESCENT REAL ESTATE EQUITIES
                                   LIMITED PARTNERSHIP

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


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

                                   Notice Address:
                                   777 Main Street, Suite 2100
                                   Fort Worth, Texas 76102
                                   Facsimile: (817) 321-2000


                                       25
<PAGE>   26


                                    EXHIBIT A
                                  FORM OF NOTE


$19,500,000.00                                                    March 11, 1999


                                 PROMISSORY NOTE


     FOR VALUE RECEIVED, CRESCENT OPERATING, INC., a Delaware corporation
("Borrower") promises to pay to CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership ("Lender"), at 777 Main Street,
Suite 2100, Fort Worth, Texas 76102, the principal sum of Nineteen Million Five
Hundred Thousand and No/100 Dollars ($19,500,000.00), with interest on the
principal balance from time to time remaining unpaid at the rates hereinafter
provided.

     The Borrower promises to pay interest on the unpaid principal balance
hereof from the date hereof until paid in full pursuant to the Credit and
Security Agreement, dated as of March 11, 1999, between the Borrower and the
Lender (as the same may be amended, modified or supplemented from time to time,
the "Credit Agreement"). The Borrower promises to pay the aggregate outstanding
principal amount of the Loan together with interest thereon, on the dates, in
the amounts and at the rate or rates provided in the Credit Agreement; provided
that the interest payable shall not exceed the maximum rate permitted by
applicable law (the "Maximum Rate"). Interest on the principal hereof from time
to time remaining unpaid and, to the extent permitted by applicable law,
interest on the unpaid interest, shall bear interest from and [during] an Event
of Default at the Default Rate provided that in no event shall the Default Rate
be more than the Maximum Rate.

     This note is the "Note" referred to in the Credit Agreement. This Note and
the holder hereof are entitled to all of the benefits provided for thereby or
referred to therein. Reference is hereby made to the Credit Agreement for a
statement of such benefits. Terms defined in the Credit Agreement are used
herein with the same meanings. Reference is made to the Credit Agreement for
provisions for the acceleration of the maturity hereof.

     This Note shall be payable as provided in the Credit Agreement.

     Upon the occurrence of any Event of Default (after the giving of any notice
required in the Credit Agreement and the expiration of any applicable grace
periods provided for in the Credit Agreement), all amounts then remaining unpaid
on this Note shall become immediately due and payable, and the holder hereof
shall have all rights and remedies of Lender under the Credit Agreement and
other Loan Documents. The failure to exercise the option to accelerate the
maturity of this Note upon the happening of any one or more of the Events of
Default hereunder shall not constitute a waiver of the right with respect to
such uncured default or any other event of uncured default hereunder or under
any other of the Loan Documents. The remedies of the holder hereof, as provided
in the Note and in any other of the Loan Documents, shall be cumulative and
concurrent and may be pursued separately, successively or together, as often as
occasion therefor shall arise, at the sole discretion of the holder. The
acceptance by the holder hereof of any payment under this Note which is less
than payment in full of all amounts due and payable at the time of such payment
shall not constitute a waiver of or impair, reduce, release, or extinguish any
of the rights or remedies of the holder hereof to exercise the foregoing


<PAGE>   27


option or any other option granted to the holder in this Note or in any other of
the Loan Documents, at that time or at any subsequent time, or nullify any prior
exercise of any such option.

     The undersigned and all other parties now or hereafter liable for the
payment hereof, whether as endorser, surety, or otherwise, except as provided in
the Credit Agreement, severally waive demand, presentment, notice of dishonor,
notice of intention to accelerate the indebtedness evidenced hereby, notice of
the acceleration of the maturity hereof, diligence in collecting, grace, notice
and protest, and consent to all extensions which from time to time may be
granted by the holder hereof and to all partial payments hereon, whether before
or after maturity.

     If this Note is not paid when due, whether at maturity or by acceleration,
or if it is collected through a bankruptcy, or other court, whether before or
after maturity, the undersigned agrees to pay all costs of collection,
including, but not limited to, reasonable attorneys' fees and expenses incurred
by the holder hereof.

     All agreements between the undersigned and the holder hereof, whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of acceleration of the maturity hereof
or otherwise, shall the interest contracted for, charged, received, paid, or
agreed to be paid to the holder hereof exceed the maximum amount permissible
under applicable law. If from any circumstance the holder hereof shall ever
receive anything of value deemed interest by applicable law in excess of the
maximum lawful amount, an amount equal to any excess interest shall be applied
to the reduction of the principal hereof and not to the payment of interest, or
if such excess interest exceeds the unpaid balance of principal hereof, such
excess shall be refunded to the undersigned. All interest paid or agreed to be
paid to the holder hereof shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full period until
payment in full of the principal so that the interest hereon for such full
period shall not exceed the maximum amount permitted by applicable law. This
paragraph shall control all agreements between the undersigned and the holder
hereof.

     The loan transaction evidenced hereby shall not be governed by, or be
subject to, Chapter 15 of the Texas Credit Code (Title 79, Revised Civil
Statutes of Texas, 1925, as amended).

     EXCEPT WHERE FEDERAL LAW IS APPLICABLE (INCLUDING, WITHOUT LIMITATION, ANY
FEDERAL USURY CEILING OR OTHER FEDERAL LAW THAT, FROM TIME TO TIME, IS
APPLICABLE TO THE INDEBTEDNESS EVIDENCED HEREIN AND THAT PREEMPTS STATE USURY
LAWS), THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN SUCH
STATE.


                                                  CRESCENT OPERATING, INC.

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


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