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                                                                   EXHIBIT 4.02


                         REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement (the "Agreement") is entered into
effective as of this 16th day of February 1996 by and among Crescent Real
Estate Equities, Inc., a Maryland corporation (the "Company"), Crescent Real
Estate Equities Limited Partnership (the "Operating Partnership") and certain
limited partners of the Operating Partnership (the "Holders") who have executed
a signature page to this Agreement and who are identified on Schedule A hereto.
     
     WHEREAS, the Holders (as defined below) have purchased limited        
partnership interests ("Partnership Interests") and Partnership Units ("Units")
in the Operating Partnership that were issued without registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to an
offering by the Operating Partnership of such Partnership Interests and Units
to such Holders;
     
     WHEREAS, pursuant to the Operating Partnership Agreement (as defined
below), the Holders have obtained certain rights (the "Exchange Rights") to
exchange their Partnership Interests and Units, in whole or in part, for an
aggregate number of shares of common stock of the Company, $0.01 par value per
share (the "Common Stock"), equal to the aggregate number of Units owned by
such Holder on the terms and conditions specified in the Operating Partnership
Agreement (specifically including the Ninth Amendment thereto);
     
     WHEREAS, in consideration of the purchase of the Partnership Interests and
Partnership Units by the Holders, the Company has agreed to provide the Holders
with the registration rights set forth in Section 2 hereof;
     
     NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as set forth herein.
     
1.   Certain Definitions.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings.

     "Common Stock" shall have the meaning set forth above in the recitals
hereto.

     "Company" shall have the meaning set forth above in the recitals hereto.

     "Exchange Rights" shall have the meaning set forth above in the recitals
hereto.

     "Holders" shall mean (i) the Persons (other than the Company and the
Operating Partnership) executing this Agreement as of the date first above
written, and (ii) family members of the original Holder (which, for purposes
hereof, shall mean any spouse, child, or grandchild or, in the case of a trust,
the grantor or beneficial owner(s) thereof) to whom such Holder assigns such
Holder's rights hereunder and who execute this Agreement in connection with
such assignment, and (iii) any Person who succeeds to the rights of the
original Holder by will or intestate succession or, in the case of an entity,
by instrument of merger, consolidation, or similar instrument, and who executes
this Agreement in connection therewith. No Person shall be considered a

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Holder for purposes hereof unless and until such Person shall have executed
this Agreement, as the same may be amended in accordance with the provisions
hereof.

     "NASD" shall mean the National Association of Securities Dealers, Inc.

     "Offering" shall mean the sale of Partnership Interests and Units to the
Holders.

     "Operating Partnership" shall have the meaning set forth above in the
recitals hereto and also shall include the Operating Partnership's successors
and subsidiaries.

     "Operating Partnership Agreement" shall mean the First Amended and
Restated Agreement of Limited Partnership of the Operating Partnership, as
amended through and following the date hereof, including the Ninth Amendment
thereto (which, among other matters, admits the Holders to the Operating
Partnership as Limited Partners and as holders of Units).

     "Partnership Interests" shall have the meaning set forth above in the
recitals hereto.

     "Person" shall mean an individual, partnership, corporation, trust, or
incorporated organization, or a government or agency or political subdivision
thereof.

     "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Shares covered by such Registration Statement, and
by all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

     "Registrable Shares" shall mean the Shares, excluding (i) Shares for which
a Registration Statement relating to the sale thereof shall have become
effective under the Securities Act, and (ii) Shares eligible for sale pursuant
to Rule 144 under the Securities Act.

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without
limitation: (i) all SEC, stock exchange or NASD registration and filing fees;
(ii) all fees and expenses incurred in connection with compliance with state
securities or "blue sky" laws (including reasonable fees and disbursements of
counsel in connection with "blue sky" qualification of any of the Registrable
Shares and the preparation of a Blue Sky Memorandum) and compliance with the
rules of the NASD; (iii) all expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, certificates and other documents relating to the
performance of and compliance with this Agreement; (iv) all fees and expenses
incurred in connection with the listing, if any, of any of the Registrable
Shares on any securities exchange or exchanges pursuant to Section 2(d) hereof,
and (v) the fees and disbursements of counsel for the Company and of the
independent public accountants of the Company, including the expenses of any
"cold comfort" letters required by or incident to such performance and
compliance. Registration Expenses shall specifically exclude underwriting
discounts and commissions relating to the sale or disposition of Registrable
Shares by a selling Holder, the fees and disbursements of counsel representing
a selling Holder, and transfer taxes, if any, relating to the sale or
disposition of Registrable Shares by a selling Holder, all of which shall be
borne by such Holder in all cases.

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     "Registration Statement" shall mean any registration statement of the
Company and any other entity required to be a registrant with respect to such
registration statement pursuant to the requirements of the Securities Act which
covers any of the Registrable Shares, and all amendments and supplements to
such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
materials incorporated by reference therein.

     "SEC" shall mean the Securities and Exchange Commission.

     "Shares" shall mean any Common Stock issued to the Holders pursuant to the
exercise of Exchange Rights by any of such Holders in exchange for the Units
received by the Holders on the date hereof but shall not include any shares of
Common Stock issued to the Holders in exchange for the Units and subsequently
transferred to any Person other than (i) another Holder or (ii) a Person who
becomes a Holder pursuant hereto within ten days following any such transfer.
Pursuant to the Exchange Rights, the Company shall have the option to deliver
cash in lieu of shares of Common Stock upon a Holder's exercise of such
Holder's Exchange Rights.

     "Units" shall have the meaning set forth above in the recitals hereto.

2.   Registration of Shares. The following provisions relating to the Holders' 
and the Company's rights and obligations with regard to registration of Shares
are set forth in this Section 2. Sections 2(c) through (f) apply to both the
demand registration provisions set forth in Section 2(a) and the piggyback
registration provisions set forth in Section 2(b).

     (a)  Demand Registration. Subject to the conditions set forth in this 
Agreement, while any Registrable Shares are outstanding, the Company, upon the
written request for the registration under the Securities Act of all of the
Registrable Shares of any Holder who, for any reason, is unable, at the time
that such Holder makes the request, to sell its Registrable Shares pursuant to
Rule 144 under the Securities Act made more than 55 days following the date
hereof shall (i) promptly give written notice of the proposed registration to
all other Holders, and (ii) cause to be filed, in accordance with the terms
hereof, as soon as practicable after the date of such request by such
requesting Holder, a Registration Statement on Form S-3 under Rule 415 under
the Securities Act relating to the sale by the Holder of all of the Registrable
Shares held by such Holder (together with all of the Registrable Securities of
any other Holder or Holders joining in such request as specified in a written
request delivered by or on behalf of such other Holder or Holders within 15
calendar days after delivery of the above-described notice from the Company),
and (iii) use its best efforts to cause such Registration Statement to be
declared effective by the SEC as soon as practicable thereafter. The Company,
in its sole discretion, may elect to file the Registration Statement before
receipt of notice from any Holder. The Company agrees to use its best efforts
to keep the Registration Statement continuously effective thereafter until the
date on which each Holder whose Shares are covered by such Registration
Statement becomes eligible to sell any portion of such Holder's Registrable
Shares pursuant to Rule 144 under the Securities Act. 

          Notwithstanding the foregoing, the Company shall not be obligated, but
shall have the right, to take any action to effect any such registration,
qualification or compliance pursuant to this Section 2(a):

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          (i)    in any particular jurisdiction in which either the Company or 
     the Operating Partnership would be required to execute a general consent
     to service of process in effecting such registration, qualification or
     compliance, unless the Company or the Operating Partnership is already
     subject to service in such jurisdiction, and except as may be required by
     the Securities Act;

          (ii)   within four months immediately following the effective date of
     any Registration Statement pertaining to an underwritten public offering
     of securities of the Company for its own account;

          (iii)  if such Registration Statement cannot be filed on Form S-3 or
     successor form to such Form;

          (iv)   unless Holders with at least 25% of the aggregate number of
     Units issued to the Holders as of the date hereof submit a written
     request, in accordance with the procedures set forth above, for the
     Company to file a Registration Statement relating to all of such Holders'
     Registrable Shares;

          (v)    after the expiration of two years from the date hereof; after a
     total of two such registrations pursuant to this Section 2(a) have become
     effective, and the Registration Statements relating to such registrations
     either have remained effective for an aggregate period of at least 180
     days or the Registrable Shares covered by such Registration Statements
     have been sold; or

          (vi)   at any time prior to 90 days following the date hereof,
     unless the Company shall have received written requests (pursuant to the
     terms of this Section 2(a)) from Holders owning at least 25% of the
     aggregate number of Units issued to the Holders as of the date hereof,
     requesting the Company to file a Registration Statement relating to all of
     the shares of Common Stock that will be issuable to such Holders upon the
     exercise by such Holders of the Exchange Rights that will become available
     to such Holders commencing 90 days after the date hereof, provided that
     the Company shall have received such written requests no later than 55
     days following the date hereof.

     (b)  Piggyback Registration. If at any time after 90 days following the 
date hereof and prior to two years following the date hereof, while any
Registrable Shares or Units are outstanding, the Company (without any
obligation to do so) proposes to file a registration statement under the
Securities Act with respect to an offering of Common Stock solely for cash
pursuant to a "firm commitment" underwritten offering (other than a
registration statement (i) on Form S-8 or any successor form to such Form or in
connection with any employee or director welfare, benefit or compensation plan,
(ii) on Form S-4 or any successor form to such Form or in connection with an
exchange offer, (iii) in connection with a rights offering exclusively to
existing holders of Common Stock, (iv) in connection with an offering solely to
employees of the Company, the Operating Partnership or subsidiaries of either,
or (v) relating to a transaction pursuant to Rule 145 of the Securities Act or
any other "business combination" transaction), whether or not for its own
account, the Company shall give prompt written notice of such proposed filing
to the Holders. The notice referred to in the preceding sentence shall offer
Holders the opportunity to register all of the Registrable Shares of any
requesting Holder (a "Piggyback Registration"). Subject to the 

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provisions of Section 3 below, the Company shall include in such Piggyback
Registration, in the registration and qualification for sale under the blue sky
or securities laws of the various states and in any underwriting in connection
therewith, all Registrable Shares for which the Company has received written
requests for inclusion therein within 15 calendar days after the notice
referred to above has been given by the Company to the Holders. Holders of
Registrable Shares shall be permitted to withdraw all or part of the
Registrable Shares from a Piggyback Registration at any time prior to the
effective date of such Piggyback Registration. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company and the managing
underwriter advises the Company that the total number of shares of Common Stock
requested to be included in such registration exceeds the number of shares of
Common Stock which can be sold in such offering, the Company will include in
such registration in the following priority: (i) first, all Common Stock the
Company proposes to sell, and (ii) second, up to the full number of applicable
Registrable Shares requested to be included in such registration by any
Holders, but only to the extent that, in the opinion of such managing
underwriter, such number of Registrable Shares can be sold without adversely
affecting the price range or probability of success of such offering.

     Notwithstanding the foregoing, the Company shall not be obligated to take
any action to effect any such registration, qualification or compliance
pursuant to this Section 2(b)(i) in any particular jurisdiction in which either
the Company or the Operating Partnership would be required to execute a general
consent to service of process in effecting such registration, qualification or
compliance, unless the Company or the Operating Partnership is already subject
to service in such jurisdiction and except as may be required by the Securities
Act, (ii) unless Holders holding at least 25% of the aggregate number of Units
issued to the Holders as of the date hereof submit a written request, in
accordance with the procedures set forth above, for the Company to file a
Registration Statement relating to all of such Holders' Registrable Shares, or
(iii) in connection with any offering of securities by the Company pursuant to
its existing registration statement on Form S-3 (File No. 33-97794), as
declared effective by the SEC on February 16, 1996.

     (c) Notice of Effectiveness. The Company shall notify each Holder of the
effectiveness of the Registration Statement and shall furnish to each Holder
such number of copies of the Registration Statement (including any amendments,
supplements and exhibits), the Prospectus contained therein (including each
preliminary prospectus and all related amendments and supplements) and any
documents incorporated by reference in the Registration Statement or such other
documents as the Holder may reasonably request in order to facilitate its sale
of the Registrable Shares in the manner described in the Registration
Statement.

     (d) Amendments and Supplements to Registration Statement; Listing. The
Company shall prepare and file with the SEC from time to time such amendments
and supplements to the Registration Statement and prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all the Registrable Shares until the earlier of (i) such time as
all of the Registrable Shares have been disposed of in accordance with the
intended methods of disposition by the Holders as set forth in the Registration
Statement or (ii) the date on which the Company's obligation, pursuant to the
terms of this Section 2, to file or maintain an effective 

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Registration Statement ceases. Upon five business days' notice, the Company
shall file any supplement or post-effective amendment to the Registration
Statement with respect to the plan of distribution or such Holder's ownership
interests in Registrable Shares that is reasonably necessary to permit the sale
of the Holder's Registrable Shares pursuant to the Registration Statements. The
Company shall file any necessary listing applications or amendments to the
existing applications to cause the Shares registered under any Registration
Statement to be then listed or quoted on the primary exchange or quotation
system on which the Common Stock is then listed or quoted. a. 

     (e) SEC Requests. The Company shall promptly notify each Holder of, and
confirm in writing, any request by the SEC for amendments or supplements to the
Registration Statement or the Prospectus related thereto or for additional
information. In addition, the Company shall promptly notify each Holder of, and
confirm in writing, the filing of the Registration Statement or any Prospectus,
amendment or supplement related thereto or any post-effective amendment to the
Registration Statement and the effectiveness of any post-effective amendment.
a.

     (f) Prospectus Delivery. At any time when a Prospectus relating to the
Registration Statement is required to be delivered under the Securities Act,
the Company shall immediately notify each Holder of the happening of any event
as a result of which the Prospectus included in the Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. In such event, the Company shall promptly prepare and furnish
to each Holder a reasonable number of copies of a supplement to or an amendment
of such Prospectus as may be necessary so that, as thereafter delivered to the
purchasers of Registrable Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading. The Company will, if
necessary, amend the Registration Statement of which such Prospectus is a part
to reflect such amendment or supplement.

3.   State Securities Laws.

     Subject to the conditions set forth in this Agreement, the Company shall,
in connection with the filing of any Registration Statement hereunder, file
such documents as may be necessary to register or qualify the Registrable
Shares under the securities or "Blue Sky" laws of such states as any Holder may
reasonably request, and the Company shall use its best efforts to cause such
filings to become effective; provided, however, that the Company shall not be
obligated to qualify as a foreign corporation to do business under the laws of
any such state in which it is not then qualified or to file any general consent
to service of process in any such state. Once effective, the Company shall use
its best efforts to keep such filings effective until the earliest of (a) such
time as each such Holder may sell any portion of the Registrable Shares
pursuant to Rule 144 under the Securities Act, (b) in the case of a particular
state, a Holder has notified the Company that it no longer requires an
effective filing in such state in accordance with its original request for
filing or (c) the date on which the Registration Statement ceases to be
effective. The Company shall promptly notify each Holder of, and confirm in
writing, the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Shares for sale 

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<PAGE>   7


under the securities or "Blue Sky" laws of any jurisdiction or the initiation
or threat of any proceeding for such purpose.

4.   Expenses.

     The Company shall bear all Registration Expenses incurred in connection
with the registration of the Registrable Shares pursuant to this Agreement.
Each Holder shall be responsible for any brokerage or underwriting commissions
and taxes of any kind (including, without limitation, transfer taxes) with
respect to any disposition, sale or transfer of Registrable Shares sold by it
and for any legal, accounting and other expenses incurred by it.

5.   Cooperation.

     Each of the Holders hereby agrees (a) to cooperate with the Company and to
furnish to the Company in a timely manner all such information concerning its
plan of distribution and ownership interests with respect to its Registrable
Shares and any other information as the Company may reasonably request in
connection with the preparation of the Registration Statement and any filings
with any state securities commissions and (b) to deliver or cause delivery of
the Prospectus contained in the Registration Statement to any purchaser of the
shares covered by the Registration Statement from the Holder.

6.   Suspension of Registration Requirement.

     (a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose. The Company shall use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the
earliest possible moment.

     (b) Notwithstanding anything to the contrary set forth in this Agreement,
the Company's obligation under this Agreement to use its best efforts to cause
the Registration Statement and any filings with any state securities commission
to become effective or to amend or supplement the Registration Statement shall
be suspended in the event and during such period as unforeseen circumstances
exist (including without limitation (i) an underwritten primary offering by the
Company if the Company is advised by the underwriters that sale of Registrable
Shares under the Registration Statement would have an adverse effect on the
primary offering or (ii) pending negotiations relating to, or consummation of,
a transaction or the occurrence of an event that would require additional
disclosure of material information by the Company in the Registration Statement
or such filing, as to which the Company has a bona fide business purpose for
preserving confidentiality or which renders the Company unable to comply with
SEC requirements) (such unforeseen circumstances being hereinafter referred to
as a "Suspension Event") that would make it impractical or inadvisable to cause
the Registration Statement or such filings to become effective or to amend or
supplement the Registration Statement, but such suspension shall continue only
for so long as such event or its effect is continuing, provided, that in no
event will that suspension exceed 90 days. The Company shall notify the Holder
of the existence and, in the case of circumstances referred to in clause (i) of
this Section 6(b), nature of any Suspension Event. 

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<PAGE>   8

     (c) Each holder of Registrable Shares whose Registrable Shares are covered
by a Registration Statement filed pursuant to Section 2 hereof agrees, if
requested by the Company in the case of a Company-initiated nonunderwritten
offering or if requested by the managing underwriter or underwriters in a
Company-initiated underwritten offering, not to effect any public sale or
distribution of any of the securities of the Company of any class included in
such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A
under the Securities Act (except as part of such Company-initiated
registration), during the 15-day period prior to, and during the 90-day period
beginning on, the date of effectiveness of each Company-initiated offering made
pursuant to such Registration Statement, to the extent timely notified in
writing by the Company or the managing underwriters; provided, however, that
such 90-day period shall be extended by the number of days from and including
the date of the giving of any notice pursuant to Section 2(e) or (f) hereof to
and including the date when each seller of Registrable Shares covered by such
Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by Section 2(g) hereof. 

7.   Black-Out Period.

     Following the effectiveness of the Registration Statement and the filings
with any state securities commissions, the Holders agree that they will not
effect any sales of the Registrable Shares, whether pursuant to the
Registration Statement or by any other means, from and after any time after
they have received notice from the Company to suspend sales as a result of the
occurrence or existence of any Suspension Event or so that the Company may
correct or update the Registration Statement or such filing. The Holder may
recommence effecting sales of the Shares following further notice to such
effect from the Company, which notice shall be given by the Company not later
than five days after the conclusion of any such Suspension Event. If so
directed by the Company, Holders will deliver to the Company all copies of the
Prospectus covering the Registrable Shares at the time receipt of such notice.

8.   Additional Shares.

     The Company, at its option, may register, under any registration statement
and any filings with any state securities commissions filed pursuant to this
Agreement, any number of unissued Common Stock of the Company or any Common
Stock of the Company owned by any other shareholder or shareholders of the
Company.

9.   Indemnification.

     (a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder and each person, if any, who controls any Holder
within the meaning of Section 15 of the Securities Act of 1933 as follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration
     Statement (or any amendment thereto) pursuant to which the Registrable
     Shares were registered under the Securities Act, including all documents
     incorporated therein by reference, or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary to
     make the statements therein not misleading or arising out of any 



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<PAGE>   9

untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto), including all
documents incorporated therein by reference, or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;

          (ii)   against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, if such settlement is effected with
     the written consent of the Company; and  

          (iii)  against any and all expense whatsoever, as incurred (including
     reasonable fees and disbursements of counsel), reasonably incurred in
     investigating, preparing or defending against any litigation, or
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, in each case whether or not a party, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under subparagraph (i) or (ii) above; 

provided, however, that the indemnity provided pursuant to this Section 9 does
not apply to any Holder with respect to any loss, liability, claim, damage or
expense to the extent arising out of (x) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto) or (y) such Holder's failure to
deliver an amended or supplemental Prospectus if such loss, liability, claim,
damage or expense would not have arisen had such delivery occurred.

     (b) Indemnification by Holders. Each Holder severally agrees to indemnify
and hold harmless the Company and the other selling Holders, and each of their
respective directors and officers (including each director and officer of the
Company who signed the Registration Statement), and each person, if any, who
controls the Company or the other selling Holders within the meaning of Section
15 of the Securities Act, to the same extent as the indemnity contained in
Section (a) hereof (except that any settlement described in Section 3(a)(ii)
shall be effected with the written consent of such Holder), but only insofar as
such loss, claim, damage or expense arises out of or is based upon (x) any
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any Prospectus (or any Registration Statement (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Holder expressly for use
in such Registration Statement (or any amendment thereto) or such Prospectus
(or any amendment or supplement thereto) or (y) such Holder's failure to
deliver an amended or supplemental Prospectus if such loss, liability, claim,
damage or expense would not have arisen had such delivery occurred.

     (c) Conduct of Indemnification Proceedings. The indemnified party shall
give reasonably prompt notice to the indemnifying party of any action or
proceeding commenced against 


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<PAGE>   10

it in respect of which indemnity may be sought hereunder, but failure so to
notify the indemnifying party (i) shall not relieve it from any liability which
it may have under the indemnity agreement provided in paragraphs (a) or (b) of
this Section 9, unless and to the extent it did not otherwise learn of such
action and the lack of notice by the indemnified party results in the
forfeiture by the indemnifying party of substantial rights and defenses and
(ii) shall not, in any event, relieve the indemnifying party from any
obligations to the indemnified party other than the indemnification obligation
provided under paragraphs (a) or (b) of this Section 9. If the indemnifying
party so elects within a reasonable time after receipt of such notice, the
indemnifying party may assume the defense of such action or proceeding at such
indemnifying party's own expense with counsel chosen by the indemnifying party
and approved by the indemnified party, which approval shall not be unreasonably
withheld; provided, however, that, if the indemnified party reasonably
determines that a conflict of interest exists where it is advisable for the
indemnified party to be represented by separate counsel or that, upon advice of
counsel, there may be legal defenses available to it which are different from
or in addition to those available to the indemnifying party, then the
indemnifying party shall not be entitled to assume such defense, and the
indemnified party shall be entitled to separate counsel at the indemnifying
party's expense. If the indemnifying party is not entitled to assume the
defense of such action or proceeding as a result of the provisions of the
preceding sentence, the indemnifying party's counsel shall be entitled to
conduct the indemnifying party's defense and counsel for the indemnified party
shall be entitled to conduct the defense of the indemnified party, it being
understood that both such counsel will cooperate with each other to conduct the
defense of such action or proceeding as efficiently as possible. If the
indemnifying party is not so entitled to assume the defense of such action or
does not assume such defense, after having received the notice referred to in
the first sentence of this paragraph, the indemnifying party will pay the
reasonable fees and expenses of counsel for the indemnified party. In such
event, however, the indemnifying party will not be liable for any settlement
effected without the written consent of the indemnifying party, with such
consent not to be unreasonably withheld. If an indemnifying party is entitled
to assume, and assumes, the defense of such action or proceeding in accordance
with this paragraph, the indemnifying party shall not be liable for any fees
and expenses of counsel for the indemnified party incurred thereafter in
connection with such action or proceeding, subject to the proviso set forth in
the second sentence of this paragraph (c). 

10.  Contribution.

     In order to provide for just and equitable contribution in circumstances
in which the indemnity agreement provided for in Section 9 is for any reason
held to be unenforceable although applicable in accordance with its terms, the
Company and each Holder shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and each such Holder, in such proportion as
is appropriate to reflect the relative fault of and benefits to the Company on
the one hand and such Holder on the other, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
benefits to the indemnifying party and indemnified party shall 


                                     -10-
<PAGE>   11

be determined by reference to, among other things, the total proceeds received
by the indemnifying party and indemnified party in connection with the offering
to which such losses, claims, damages, liabilities or expenses relate. The
relative fault of the indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to,
information supplied by, the indemnifying party or the indemnified party, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action.

     The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 9, each Holder shall be required
to contribute the amount of any damages which such Holder is required to pay by
reason of such untrue statement or omission, provided, however, that no Holder
shall be required under such circumstances to pay any amount in excess of the
amount by which the total price at which the Registrable Shares of such Holder
were offered to the public.

     Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9, each person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as such Holder, and each
director of the Company, each officer of the Company who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act shall have the same rights to
contribution as the Company.

11.  No Obligation to Issue Common Stock to Holders; No Other Obligation to
Register; Obligation to Deliver Cash to Holders.

     (a) No Obligation to Issue Common Stock. The Holders hereby acknowledge
that, upon any exercise of their Exchange Rights, the Company has the option
pursuant to the Operating Partnership Agreement, in its sole discretion, to
deliver cash or shares of Common Stock in exchange for the Units as to which a
holder exercises Exchange Rights.

     (b) No Other Obligation to Register Shares. Except as otherwise expressly
provided in this Agreement, the Company shall have no obligation to the Holders
to register the Registrable Shares under the Securities Act. 

     (c) Obligation to Deliver Cash to Holders. Notwithstanding any provision
of this Agreement to the contrary, the Company and the Operating Partnership
each hereby acknowledge that the Company shall have the obligation to deliver
the Cash Amount (as defined in Article I of the Operating Partnership
Agreement) in accordance with Section 8.6 of the Operating Partnership
Agreement, (i) to each Holder who, within 75 days after the date hereof (but
not prior to 55 days after the date hereof), has properly requested the
registration of Registrable Shares pursuant to Section 2 hereof, if a
Registration Statement covering all such Registrable Shares has not become
effective with the SEC on or before June 5, 1996, and (ii) to each Holder whose
Registrable Shares have not been sold on or before (A) February 1, 1997 (for
any Holder other than Harry Frampton, III ("Frampton")), and (B) February 1,
1998 for Frampton.


                                     -11-
<PAGE>   12

Such payment shall be made by cashier's or certified check payable to the
Holder to whom the Cash Amount is due or, at the option of the Company, by wire
transfer to the account specified by the Holder to whom the Cash Amount is
payable within ten days following the occurrence of any of the events specified
in clauses (i) or (ii) of the preceding sentence. 

12.  Holder Representations, Warranties and Agreements.
     --------------------------------------------------

     Each Holder, jointly and not severally, and solely on behalf of itself,
represents and warrants to, and agrees with, the Company, that:

     (a) Such Holder, if not a natural person, is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Such Holder has all requisite power and authority to execute,
deliver and perform this Agreement. All necessary proceedings of such Holder,
if not a natural person, have been duly taken to authorize the execution,
delivery, and performance of this Agreement by such Holder. This Agreement has
been duly authorized by such Holder, if not a natural person, and executed, and
delivered by such Holder, and is the legal, valid, and binding obligation of
such Holder, and is enforceable as to such Holder in accordance with its terms.
No consent, authorization, approval, order, license, certificate, or permit of
or from, or declaration or filing with, any federal, state, local or other
governmental authority or any court or other tribunal is required by such
Holder for the execution, delivery or performance of this Agreement (except
filings under the Securities Act which will be made and such consents
consisting only of consents under Blue Sky or state securities laws which will
be obtained) by such Holder. No consent of any party to any contract,
agreement, instrument, lease, license, arrangement or understanding to which
such Holder is a party, or to which any of such Holder's properties or assets
are subject, is required for the execution, delivery and performance of this
Agreement which has not been obtained, and the execution, delivery and
performance of this Agreement will not violate, result in a breach of, conflict
with or (with or without giving of notice or the passage of time or both)
entitle any party to terminate or call a default under any such contract,
agreement, instrument, lease, license, arrangement or understanding, or, if
such Holder is not a natural person, violate or result in a breach of, or
conflict with, any law, rule, regulation, order, judgment or decree binding on
such Holder or to which any of such Holder's operations, business, properties
or assets are subject, which, in any of such events, would prohibit, impair or
restrict the ability of such Holder to execute and deliver this Agreement,
perform in accordance with the terms hereof or consummate the transactions
contemplated hereby, or would adversely affect the rights or benefits, or both,
hereunder of any other party hereto.

     (b) Neither such Holder nor any of such Holder's affiliates (as defined in
the regulations under the Securities Act), will take, directly or indirectly,
during the term of this Agreement, any action designed to stabilize (except as
may be permitted by applicable law) or manipulate the price of any security of
the Company. 

     (c) Such Holder shall promptly furnish to the Company any and all
information as may be required by, or as may be necessary or advisable to
comply with the provisions of, the 


                                     -12-
<PAGE>   13

Securities Act, the Exchange Act, and the rules and regulation of the SEC
thereunder in connection with the preparation and filing of any Registration
Statement pursuant hereto, or any amendment or supplement thereto, or any
Preliminary Prospectus or Prospectus included therein. All information to be
furnished to the Company by or on behalf of such Holder expressly for use in
connection with the preparation of any Preliminary Prospectus, the Prospectus,
the Registration Statement or any amendment or supplement thereto, will not
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading.

13.  Underwritten Registration.

     No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (i) executes and delivers the
underwriting agreement or similar documents relating thereto pursuant to which
such Holder shall agree to sell, upon the terms and subject to the conditions
therein set forth, such Holder's Registrable Securities on the basis provided
therein, and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, custodial or escrow agreements and other documents as
may be necessary, advisable or required pursuant to the terms thereof or as may
be from time to time reasonably requested by the underwriter or underwriters
named therein, the Company, or their respective legal counsel, in connection
therewith.

     In the event of any conflict between the indemnification and contribution
terms as herein set forth and as set forth in any underwriting agreement
entered pursuant hereto, the underwriting agreement shall control.

14.  Survival of Representations and Agreements.

     All representations, warranties, covenants and agreements contained in,
this Agreement shall be deemed to be representations, warranties, covenants and
agreements at the effective date of each Registration Statement contemplated by
this Agreement, and such representations, warranties, covenants and agreements,
including the indemnity and contribution agreements contained in Sections 9 and
10 hereof, shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Company, any Holder or any Person
which is entitled to be indemnified under Section 9 hereof, and shall survive
termination of this Agreement.

15.  Amendments and Waivers.

     The provisions of this Agreement may not be amended, modified,
supplemented or waived without the prior written consent of the Company and the
Holders of Registrable Shares.

16.  Notices.

     Except as set forth below, all notices and other communications provided
for or permitted hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by telex or telecopier, registered
or certified mail (return receipt requested), postage prepaid or courier or
overnight delivery service to the respective parties at the following addresses
(or at such other address for any party as shall be specified by like notice,
provided that notices of a change of address shall be effective only upon
receipt thereof), and further provided that in 


                                     -13-
<PAGE>   14

case of directions to amend the Registration Statement pursuant to Section
2(d), a Holder must confirm such notice in writing by overnight express
delivery with confirmation of receipt:

     If to the Company:      Crescent Real Estate Equities, Inc. 
                             c/o Crescent Real Estate Equities Limited
                              Partnership
                             777 Main Street
                             Suite 2700
                             Fort Worth, Texas 76102
                             Attn:  John C. Goff
                             Telecopy:  (817) 878-0429

     If to the Holders:      As listed on the applicable Holder Signature Page.
                             with a copy, in the case of notice to any Holder, 
                             to:
                                James F. Wood              
                                Sherman & Howard L.L.C.
                                633 Seventeenth Street
                                Denver, Colorado 80202

In addition to the manner of notice permitted above, notices given pursuant to
Sections 2, 6 and 7 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.

17.  Successors and Assigns.

     This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto. This Agreement may not be assigned by any Holder, and any attempted
assignment hereof by any Holder to any Person other than (i) a Person who is
already a Holder on the date of such assignment, (ii) family members of the
original Holder (which, for purposes hereof, shall mean any spouse, child, or
grandchild or, in the case of a trust, the grantor or beneficial owner(s)
thereof) to whom such Holder assigns such Holder's rights hereunder and who
execute this Agreement in connection with such assignment, and (iii) any Person
who succeeds to the rights of the original Holder by will or intestate
succession or, in the case of an entity, by instrument of merger,
consolidation, or similar instrument, and who executes this Agreement in
connection therewith will be void and of no effect and shall terminate all
obligations of the Company hereunder with respect to such Holder. No Person
shall be considered a Holder for purposes hereof unless and until such Person
shall have executed this Agreement, as the same may be amended in accordance
with the provisions hereof.

18.  Counterparts.

     This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


                                     -14-
<PAGE>   15

19.  Governing Law.

     This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland applicable to contracts made and to be performed
wholly within said State.

20.  Severability.

     In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.

21.  Entire Agreement.

     This Agreement is intended by the parties as a final expression of their
agreement and intended to be the complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
such subject matter. This Agreement supersedes all prior agreements and
understandings (except the Operating Partnership Agreement, which is
incorporated by reference herein and hereby made a part of this Agreement)
between the parties with respect to such subject matter.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                 CRESCENT REAL ESTATE EQUITIES, INC.



                                 By:    /s/ David M. Dean
                                    ----------------------------------------
                                    Name:   David M. Dean
                                    Title:  Senior Vice President Law


                                 CRESCENT REAL ESTATE EQUITIES  
                                  LIMITED PARTNERSHIP

                                 By:  CRESCENT REAL ESTATE EQUITIES,
                                      LTD., its general partner



                                      By:    /s/ David M. Dean
                                         -----------------------------------
                                         Name:   David M. Dean
                                         Title:  Senior Vice President Law





                                     -15-
<PAGE>   16



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                       Holder:  Ross E. Bowker



                                       /s/ Ross E. Bowker
                                       ------------------
                                       Ross E. Bowker


                                       Address for Notice:
                                       -------------------

                                       P.O. Drawer 2770
                                       Avon, CO 81620



                                     -16-
<PAGE>   17



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                        Holder:  Harry H. Frampton, III



                                        /s/ Harry H. Frampton, III
                                        --------------------------
                                        Harry H. Frampton, III


                                        Address for Notice:
                                        -------------------

                                        P.O. Drawer 2770
                                        Avon, CO 81620



                                     -17-
<PAGE>   18



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                        Holder:  James A. Telling



                                        /s/ James A. Telling
                                        --------------------
                                        James A. Telling


                                        Address for Notice:
                                        -------------------

                                        P.O. Box 1699
                                        Avon, CO 81620



                                     -18-
<PAGE>   19



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                        Holder:  John V. Evans



                                        /s/ John V. Evans
                                        -----------------
                                        John V. Evans


                                        Address for Notice:
                                        -------------------

                                        Box 704
                                        Edwards, CO 81632



                                     -19-
<PAGE>   20



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                        Holder:  Peter G. Dann



                                        /s/ Peter G. Dann
                                        -----------------
                                        Peter G. Dann


                                        Address for Notice:
                                        -------------------

                                        P.O. Box 1483
                                        Avon, CO 81620



                                     -20-
<PAGE>   21



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                          Holder:  Christina V. Wright



                                          /s/ Christina V. Wright
                                          -----------------------
                                          Christina V. Wright


                                          Address for Notice:
                                          -------------------

                                          P.O. Box 781
                                          Vail, CO 81658



                                     -21-
<PAGE>   22



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                          Holder:  Joshua Nicholas Smith S Trust



                                          By:     /s/ Linda D. Wenzel
                                             ----------------------------
                                             Print Name:  Linda D. Wenzel
                                             Title:  Trustee

                                             Address for Notice:
                                             -------------------

                                             P.O. Box 2770
                                             Avon, CO 81620



                                     -22-
<PAGE>   23



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                         Holder:  Zachary Charles Smith S Trust



                                         By:     /s/ Linda D. Wenzel
                                            -----------------------------------
                                             Print Name:  Linda D. Wenzel
                                             Title:  Trustee

                                             Address for Notice:
                                             -------------------

                                             P.O. Box 2770
                                             Avon, CO 81620



                                     -23-
<PAGE>   24



                         REGISTRATION RIGHTS AGREEMENT
                             HOLDER SIGNATURE PAGE


                                     Holder:  Anastasia Elisabeth Smith S Trust



                                     By:     /s/ Linda D. Wenzel
                                        ---------------------------------------
                                         Print Name:  Linda D. Wenzel
                                         Title:  Trustee

                                         Address for Notice:
                                         -------------------

                                         P.O. Box 2770
                                         Avon, CO 81620



                                     -24-