<PAGE>   1
                                                                   EXHIBIT 10.05


                              EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement") is entered into as of the 15th
day of April, 1994, by and between Rainwater, Inc., a Texas corporation
("Employer"), and John C. Goff ("Employee").

                              W I T N E S S E T H:

     WHEREAS, Employer desires to employ Employee as provided herein, and
Employee desires to accept such employment; and

     WHEREAS, Employee will, as an employee of Employer, have access to
confidential information with respect to Employer and its affiliates;

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

     1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby accepts
employment with Employer upon the terms and conditions hereinafter set forth.


     2. DUTIES. Subject to the power of the Board of Directors of Employer (the
"Board") to elect and remove of officers, Employee will serve Employer as Chief
Executive Officer (or in such other executive office as Employer or the Board
may determine) and will perform, faithfully and diligently, the services and
functions relating to such office or otherwise reasonably incident to such
office as may be designated from time to time by the Board. Employee will devote
his full time, attention, skills, benefits and best efforts to the performance
of his duties hereunder and to the promotion of the business and interests of
Employer and its affiliates and will not, without the prior written consent of
the Board, become engaged in any other activity requiring significant time or
personal services by Employee that will conflict with the proper performance of
any such duties under this Agreement. Employer hereby acknowledges that Employee
has a broad and varied range of investment interests and that Employee must
devote such reasonable time and attention to the proper and judicious management
of such interests as may be reasonably required from time to time. Accordingly,
nothing contained in this Agreement shall limit or be deemed to limit Employee's
personal investment activities, and Employee's engaging in such activities shall
not be or be deemed to be a breach or violation of this Agreement.


     3. TERM. Unless sooner terminated pursuant to the provisions hereof, the
term of this Agreement (together with any renewals pursuant to this Section, the
"Terms") shall be for a term of three years, commencing on the date of this
Agreement and terminating April 14, 1997; provided that this Agreement will be
automatically renewed for a term of one year unless 
<PAGE>   2

either party notifies the other prior to January 1 of a given year that they do
not wish to renew this Agreement.


     4.  COMPENSATION. As compensation for his services rendered under this
Agreement, Employee will be entitled to receive the following:


         (a) Salary. During the Term, Employee will be paid an annual salary of
      $160,000.00, payable monthly (the "Salary"). At any time and from time to
      time the Salary may be increased if so determined by the Board or its
      Compensation Committee after a review of Employee's performance of his
      duties hereunder.


         (b) Bonus. In addition to the Salary, Employee will be entitled to 
      receive such bonuses as may be determined by the Board or its Compensation
      Committee.


         (c) Benefits.  During the Term,  Employee  will be entitled to 
      receive such group benefits as Employer may provide to its other employees
      at comparable salaries and responsibilities to those of Employee.


         (d) Expenses. Employer will reimburse Employee for all reasonable and
      necessary out-of-pocket travel and other expenses incurred by Employee in
      rendering services required under this Agreement, on a monthly basis upon
      submission of a detailed monthly statement and reasonable documentation.


     5.  CONFIDENTIALITY; NON-COMPETITION.


         (a) Acknowledgment of Proprietary Interest. Employee recognizes the
      proprietary interest of Employer and its affiliates in any Confidential
      Information (as hereinafter defined) of Employer and its affiliates.
      Employee acknowledges and agrees that any and all Confidential Information
      learned by Employee during the course of his engagement by Employer or
      otherwise, whether developed by Employee alone or in conjunction with
      others or otherwise, will be and is the property of Employer and its
      affiliates. Employee further acknowledges and understands that his
      disclosure of any Confidential Information and/or proprietary information
      will result in irreparable injury and damage to Employer and its
      affiliates. As used herein, "Confidential Information" means all
      confidential and proprietary information of Employer and its affiliates,
      including without limitation information derived from reports,
      investigations, experiments, research, drawing, designs, plans, proposals,
      codes, marketing and sales programs, client lists, client mailing lists,
      financial projections, cost summaries, pricing formula, and all other
      concepts, ideas, materials, or information prepared or performed for or by
      Employer or its affiliates. "Confidential Information" also includes
      information related to the business, products or sales of Employer or its
      affiliates, or any of their respective customers, other than information
      that is otherwise publicly available.





                                      -2-
<PAGE>   3

         (b) Covenant Not-to-Divulge Confidential Information. Employee
      acknowledges and agrees that Employer and its affiliates are entitled to
      prevent the disclosure of Confidential Information. As a portion of the
      consideration for the employment of Employee and for the compensation
      being paid to Employee by Employer, Employee agrees at all times during
      the Term and thereafter to hold in strict confidence and not to disclose
      or allow to be disclosed to any person, firm or corporation, other than to
      persons engaged by Employer and its affiliates to further the business of
      Employer and its affiliates, and not to use except in the pursuit of the
      business of Employer and its affiliates, the Confidential Information,
      without the prior written consent of Employer, including Confidential
      Information developed by Employee.


         (c) Return of Materials at Termination. In the event of any termination
      or cessation of his employment with Employer for any reason whatsoever,
      Employee will promptly deliver to Employer all documents, data and other
      information pertaining to Confidential Information. Employee will not take
      any documents or other information, or any reproduction or excerpt
      thereof, containing or pertaining to any Confidential Information.


         (d) Competition. Employee will enter into a Non-Competition Agreement 
      with Employer in substantially the form of Exhibit A hereto.


      6. TERMINATION. This Agreement and the employment relationship created
hereby will terminate upon the occurrence of any of the following events:


         (a)    The expiration of the Term as set forth in Section 3 above;


         (b)    The death of Employee;


         (c)    The "disability" (as hereinafter defined) of Employee;


         (d)    Written notice to Employee from Employer of termination for 
      "just cause" (as hereinafter defined); or


         (e)    Written notice to Employee from Employer of termination for any
      reason other than as set forth in Sections 6(a), 6(b), 6(c) or 6(d).

     For purposes of Section 6(c), the "disability of Employee will mean his
inability, because of mental or physical illness or incapacity, to perform his
duties under this Agreement for a continuous period of 180 days or for 180 days
out of a 210-day period. For purposes of Section 6(d), "just cause" shall mean
Employee shall commit any act or omit to take any action in bad faith and to the
detriment of Employer. 

     Notwithstanding anything to the contrary in this Agreement, the provisions
of Section 5 will survive any termination, for whatever reason, of Employee's
employment under this Agreement. In the event of the termination of Employee's
employment prior to the completion





                                      -3-
<PAGE>   4

of the Term, Employee or his estate, as the case may be will be entitled only to
the Salary payable pursuant to Section 4 hereof through the end of the calendar
month in which termination occurs, except that (a) if Employee's employment is
terminated pursuant to Section 6(d), Employee will be entitled to receive a
lump-sum payment equal to six month's Salary at the rate in effect immediately
prior to the termination on the date of termination, and (b) if Employee's
employment is terminated pursuant to Section 6(e), Employee will be entitled to
receive the greater of (i) a payment equal to the full Salary payable pursuant
to Section 4(a) as if no termination had occurred or (ii) a payment equal to one
year's Salary at the rate in effect immediately prior to the termination (except
that, in case of both (i) and (ii), such sum shall be payable in one lump-sum
payment on the date of termination).

     7. REMEDIES. Employee recognizes and acknowledges that in the event of any
default in, or breach of any of, the terms, conditions or provisions of this
Agreement (either actual or threatened) by Employee, Employer's and its
affiliates remedies at law will be inadequate. Accordingly, Employee agrees that
in such event, Employer and its affiliates will have the right of specific
performance and/or injunctive relief in addition to any and all other remedies
and rights at law or in equity, and such rights and remedies will be cumulative.


     8. ACKNOWLEDGMENTS. Employee acknowledges and recognizes that the
enforcement of any of the provisions set forth in Section 5 by Employer and its
affiliates will not interfere with Employee's ability to pursue a proper
livelihood. Employee recognizes and agrees that the enforcement of this
Agreement is necessary to ensure the preservation and continuity of the business
and good will of Employer and its affiliates.


     9. NOTICES. Any notices, consents, demands, requests, approvals and other
communications to be given under this Agreement by either party to the other
will be deemed to have been duly given if given in writing and personally
delivered or sent by mail, registered or certified, postage prepaid with return
receipt requested, as follows: if to Employer, to 777 Main Street, Suite 2700,
Fort Worth, Texas 76102, Attention: President; or if to Employee, to John C.
Goff, 777 Main Street, Suite 2700, Fort Worth, Texas 76102.


Notices delivered personally will be deemed communicated as of actual receipt;
mailed notices will be deemed communicated as of three days after mailing.


     10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties hereto and supersedes all prior agreements and understandings, oral or
written between the parties hereto. No modification or amendment of any of the
terms, conditions or provisions herein may be made otherwise than by written
agreement signed by the parties hereto.


     11. GOVERNING LAW; VENUE. This Agreement and the rights and obligations of
the parties hereto will be governed, construed and enforced in accordance with
the laws of the State of Texas, without regard to the principles of conflicts of
laws thereof. The parties agree that this Agreement shall be performable in
Tarrant County, Texas.






                                      -4-
<PAGE>   5

     12. PARTIES BOUND; ASSIGNMENT. This Agreement and the rights and
obligations hereunder will be binding upon and inure to the benefit of Employer
and Employee, and their respective heirs, personal representatives, successors
and assigns. Employer will have the right to assign this Agreement to Crescent
Real Estate Equities, Inc., a Maryland corporation, or any of its subsidiaries
of affiliated entities, including, without limitation, Crescent Real Estate
Equities Limited Partnership, a Delaware limited partnership, or to any
affiliate of Employer, or to Employer's successors or assigns. The terms
"successors" and "assigns" will include any person, corporation, partnership or
other entity that buys all or substantially all of Employer's assets or all of
its stock, or with which Employer merges or consolidates. The rights, duties or
benefits to Employee hereunder are personal to him, and no such right or benefit
may be assigned by him. The parties hereto acknowledge and agree that Employer's
affiliates are third-party beneficiaries of the covenants and agreements of
Employee set forth in Section 6 above.


     13. CHOICE OF FORUM. The parties hereto agree that should any suit, action
or proceeding arising out of this Agreement be instituted by any party hereto
(other than a suit, action or proceeding to enforce or realize upon any final
court judgment arising out of this Agreement), such suit, action or proceeding
shall be instituted only in a state or federal court in Tarrant County, Texas.
Each of the parties hereto consents to the in personam jurisdiction of any state
or federal court in Tarrant County, Texas and waives any objection to the venue
of any such suit, action or proceeding. The parties hereto recognize that courts
outside Tarrant County, Texas may also have jurisdiction over suits, actions or
proceedings arising out of this Agreement, and in the event that any party
hereto shall institute a proceeding involving this Agreement in a jurisdiction
outside Tarrant County, Texas, the party instituting such proceeding shall
indemnify any other party hereto for any losses and expenses that may result
from the breach of the foregoing covenant to institute such proceeding only in a
state or federal court in Tarrant County, Texas, including without limitation
any additional expenses incurred as a result of litigating in another
jurisdiction, such as reasonable fees and expenses of local counsel and travel
and lodging expenses for parties, witnesses, experts and support personnel.


     14. SERVICE OF PROCESS. Service of any and all process that may be served
on any party hereto in any suit, action or proceeding arising out of this
Agreement may be made in the manner and to the address set forth in Section 11
and service thus made shall be taken and held to be valid personal service upon
such party by any party hereto on whose behalf such service is made.


     15. ENFORCEABILITY. If, for any reason, any provision contained in this
agreement should be held invalid in part by a court of competent jurisdiction,
then it is the intent of each of the parties hereto that the balance of this
Agreement be enforced to the fullest extent permitted by applicable law.
Accordingly, should a court of competent jurisdiction determine that the scope
of any covenant is too broad to be enforced as written, it is the intent of each
of the parties that the court should reform such covenant to such narrower scope
as it determines enforceable.










                                      -5-

<PAGE>   6

     16. WAIVER OF BREACH. The waiver by any party hereto of a breach of any
provision of this Agreement will not operate or be construed as a waiver of any
subsequent breach by any party.


     17. CAPTIONS. The captions in this Agreement are for convenience of
reference only and will not limit or otherwise affect any of the terms or
provisions hereof.


     18. COSTS. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party will be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which he or it may be entitled.


     19. OTHER OBLIGATIONS. Employee represents and warrants that he has not as
of the execution of this Agreement assumed any obligations inconsistent with
those contained herein.


     20. AFFILIATE. An "Affiliate" of any party hereto will mean any person
controlling, controlled by or under common control with such party.


     21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which will
constitute one and the same instrument, but only one of which need be produced.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

                                             RAINWATER, INC.


                                             By: /s/ RICHARD E. RAINWATER
                                                --------------------------------
                                                Richard E. Rainwater
                                                President


                                             /s/ JOHN C. GOFF
                                             -----------------------------------
                                              John C. Goff








                                      -6-
<PAGE>   7
                             FIRST AMENDMENT TO THE
                            EMPLOYMENT AGREEMENT OF
                                  JOHN C. GOFF


     This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JOHN C. GOFF (the
"First Amendment"), dated July 1, 1995, is entered into by and between the
undersigned parties. Except as the context may otherwise require, any terms used
in this First Amendment which are defined in the Agreement (as hereinafter
defined) shall have the same meaning for purposes of this First Amendment as in
the Agreement.

                              W I T N E S S E T H:

     WHEREAS, Rainwater, Inc., a Texas corporation, entered into that certain
Employment Agreement with John C. Golf ("Goff") dated April 15, 1994 (the
"Agreement"); and 

     WHEREAS, Rainwater, Inc. subsequently assigned the Agreement to Crescent
Real Estate Equities Limited Partnership, a Delaware limited partnership (the
"Operating Partnership"), pursuant to that certain Management Functions
Conveyance Agreement between Rainwater, Inc. and the Operating Partnership dated
May 4, 1994; and 

     WHEREAS, Crescent Real Estate Equities, Ltd. ("Crescent, Ltd.") is the
general partner of the Operating Partnership; and 

     WHEREAS, Crescent, Ltd. is the wholly owned subsidiary of Crescent Real
Estate Equities, Inc., a Maryland corporation ("CREI"), and CREI owns a majority
of the limited partnership interests in the Operating Partnership; and 

     WHEREAS, the Executive Compensation Committee of the Board of Directors of
CREI determined on June 12, 1995 that the Agreement should be amended to provide
for an annual salary of $240,000 be paid to Golf, commencing July 1, 1995, in
reward for services rendered to Crescent, Ltd. and the Operating Partnership and
for Goff's contributions to the success and prosperity of Crescent, Ltd. and the
Operating Partnership; and 

     WHEREAS, the undersigned parties, consisting of all of the parties to the
Agreement, desire to amend the Agreement to reflect the increase in Goff's
annual salary; 

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:


<PAGE>   8

     1. Paragraph 4 (a) of the Agreement be amended to provide for an annual
salary in the amount of $240,000 be paid to Goff, commencing July 1, 1995, as
provided pursuant to the terms of the Agreement.

     2. Except as herein amended, the Agreement is hereby ratified, confirmed
and affirmed for all purposes and in all respects.

     3. This First Amendment may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this First Amendment
immediately upon affixing its signature thereto.

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

                                       JOHN C. GOFF


                                       /s/ JOHN C. GOFF
                                       -----------------------------------------


                                       CRESCENT REAL ESTATE EQUITIES
                                       LIMITED PARTNERSHIP, a Delaware 
                                       limited partnership


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


                                            By: /s/ DAVID M. DEAN
                                               ---------------------------------
                                                    David M. Dean
                                                    Senior Vice President, Law




                                       2

<PAGE>   9
                             SECOND AMENDMENT TO THE
                            EMPLOYMENT AGREEMENT OF
                                  JOHN C. GOFF

     This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JOHN C. GOFF (the
"Second Amendment"), dated March 15, 1996, is entered into by and between the
undersigned parties. Except as the context may otherwise require, any terms used
in this Second Amendment which are defined in the Effective Agreement (as
hereinafter defined) shall have the same meaning for purposes of this Second
Amendment as in the Effective Agreement.

                              W I T N E S S E T H:

     WHEREAS, Rainwater, Inc., a Texas corporation, entered into that certain
Employment Agreement with John C. Goff ("Goff") dated April 15, 1994 (the
"Original Agreement"); and

     WHEREAS, Rainwater, Inc. subsequently assigned the Original Agreement to
Crescent Real Estate Equities Limited Partnership, a Delaware limited
partnership (the "Operating Partnership"), pursuant to that certain Management
Functions Conveyance Agreement between Rainwater, Inc. and the Operating
Partnership dated May 4, 1994; and

     WHEREAS, the Original Agreement was amended by the First Amendment to the
Employment Agreement of John C. Goff dated July 1, 1995 (the "Effective
Agreement"); and

     WHEREAS, Crescent Real Estate Equities, Ltd. ("Crescent, Ltd.") is the
general partner of the Operating Partnership; and 

     WHEREAS, Crescent, Ltd. is the wholly owned subsidiary of Crescent Real
Estate Equities, Inc., a Maryland corporation ("CREI"), and CREI owns a majority
of the limited partnership interests in the Operating Partnership; and

     WHEREAS, the Executive Compensation Committee of the Board of Directors of
CREI determined on March 14, 1996 that the Effective Agreement should be amended
to provide for an annual salary of $300,000 be paid to Goff, commencing March
15, 1996, in reward for services rendered to Crescent, Ltd. and the Operating
Partnership and for Goff's contributions to the success and prosperity of
Crescent, Ltd. and the Operating Partnership; and





<PAGE>   10

     WHEREAS, the undersigned parties, consisting of the parties to the
Effective Agreement, desire to amend the Effective Agreement to reflect the
increase in Goff's annual salary;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:

     1. The Effective Agreement be amended to provide for an annual salary in
the amount of $300,000 be paid to Goff, commencing March 15, 1996, as provided
pursuant to the terms of the Original Agreement.


     2. Except as herein amended, the Effective Agreement is hereby ratified,
confirmed and affirmed for all purposes and in all respects.


     3. This Second Amendment may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Second Amendment
immediately upon affixing its signature thereto.

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

                                           JOHN C. GOFF

                                           /s/ JOHN C. GOFF
                                           ------------------------------------




                                           CRESCENT REAL ESTATE EQUITIES 
                                           LIMITED PARTNERSHIP, a Delaware 
                                           limited partnership


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


                                               By: /s/ DAVID M. DEAN 
                                                  ------------------------------
                                                  David M. Dean
                                                  Senior Vice President, Law





                                       2
<PAGE>   11
                             THIRD AMENDMENT TO THE
                            EMPLOYMENT AGREEMENT OF
                                  JOHN C. GOFF


     This THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JOHN C. GOFF (the
"Third Amendment"), dated March 3, 1997, is entered into by and between the
undersigned parties. Except as the context may otherwise require, any terms used
in this Third Amendment which are defined in the Effective Agreement (as
hereinafter defined) shall have the same meaning for purposes of this Third
Amendment as in the Effective Agreement.

                              W I T N E S S E T H:

     WHEREAS, Rainwater, Inc., a Texas corporation, entered into that certain
Employment Agreement with John C. Goff ("Goff") dated April 15, 1994 (the
"Original Agreement"); and 

     WHEREAS, Rainwater, Inc. subsequently assigned the Original Agreement to
Crescent Real Estate Equities Limited Partnership, a Delaware limited
partnership (the "Operating Partnership"), pursuant to that certain Management
Functions Conveyance Agreement between Rainwater, Inc. and the Operating
Partnership dated May 4, 1994; and 

     WHEREAS, the Original Agreement was amended by the First Amendment to the
Employment Agreement of John C. Goff dated July 1, 1995 (the "First Amendment");
and 

     WHEREAS, the First Amendment was amended by the Second Amendment to the
Employment Agreement of John C. Goff dated March 15, 1996 (the "Effective
Agreement"); and 

     WHEREAS, Crescent Real Estate Equities, Ltd. ("Crescent, Ltd.") is the
general partner of the Operating Partnership; and 

     WHEREAS, Crescent, Ltd. is the wholly owned subsidiary of Crescent Real
Estate Equities Company, a Texas real estate investment trust ("CREE"), and CREE
owns a majority of the limited partnership interests in the Operating
Partnership; and 

     WHEREAS, the Executive Compensation Committee of the Board of Trust
Managers of CREE determined on March 2, 1997 that the Effective Agreement should
be amended to provide for an annual salary of $400,000 be paid to Goff,
commencing March 3, 1997, in reward for services rendered to Crescent, Ltd. and
the Operating Partnership and for Goff's contributions to the success and
prosperity of Crescent, Ltd. and the Operating Partnership; and 



<PAGE>   12

     WHEREAS, the undersigned parties, consisting of all of the parties to the
Effective Agreement, desire to amend the Effective Agreement to reflect the
increase in Goff's annual salary; 

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:

     1. The Effective Agreement be amended to provide for an annual salary in
the amount of $400,000 be paid to Goff, commencing March 3, 1997, as provided
pursuant to the terms of the Effective Agreement.

     2. Except as herein amended, the Effective Agreement is hereby ratified,
confirmed and affirmed for all purposes and in all respects.

     3. This Third Amendment may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Third Amendment
immediately upon affixing its signature thereto.

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

                                        JOHN C. GOFF


                                        /s/ JOHN C. GOFF
                                        ----------------------------------------




                                        CRESCENT REAL ESTATE EQUITIES
                                        LIMITED PARTNERSHIP, a Delaware limited
                                        partnership


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


                                            By: /s/ DAVID M. DEAN
                                               ---------------------------------
                                                    David M. Dean
                                                    Senior Vice President, Law



                                       2
<PAGE>   13
                             FOURTH AMENDMENT TO THE
                             EMPLOYMENT AGREEMENT OF
                                  JOHN C. GOFF


     This FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JOHN C. GOFF (the
"Fourth Amendment"), dated August 30, 1997, is entered into by and between the
undersigned parties. Except as the context may otherwise require, any terms used
in this Fourth Amendment which are defined in the Effective Agreement (as
hereinafter defined) shall have the same meaning for purposes of this Fourth
Amendment as in the Effective Agreement.

                              W I T N E S S E T H:

     WHEREAS, Rainwater, Inc., a Texas corporation, entered into that certain
Employment Agreement with John C. Goff ("Goff") dated April 15, 1994 (the
"Original Agreement"); and

     WHEREAS, Rainwater, Inc. subsequently assigned the Original Agreement to
Crescent Real Estate Equities Limited Partnership, a Delaware limited
partnership (the "Operating Partnership"), pursuant to that certain Management
Functions Conveyance Agreement between Rainwater, Inc. and the Operating
Partnership dated May 4, 1994; and 

     WHEREAS, the Original Agreement was amended by the First Amendment to the
Employment Agreement of John C. Goff dated July 1, 1995 (the "First Amendment");
and

     WHEREAS, the First Amendment was amended by the Second Amendment to the
Employment Agreement of John C. Goff dated March 15, 1996 (the "Second
Amendment"); and

     WHEREAS, the Second Amendment was amended by the Third Amendment to the
Employment Agreement of John C. Goff dated March 3, 1997 (the "Effective
Agreement"); and

     WHEREAS, Crescent Real Estate Equities, Ltd. ("Crescent, Ltd.") is the
general partner of the Operating Partnership; and


     WHEREAS, pursuant to an agreement between Goff and the Board of Directors
of Crescent, Ltd. (the "Board") that Goff would shift a significant amount of
his time and energy to Crescent Operating, Inc. ("COI") and to Charter
Behavioral Health Systems, LLC after the spin off of COI and thereby reduce the
amount of time he devotes to Crescent, Ltd. and the Operating Partnership, the
Board and Goff have determined that the Effective Agreement should be amended to
provide for a decreased annual salary of $ 100,000 be paid to Goff, commencing
as of August 30, 1997, for services rendered to Crescent, Ltd. and the Operating
Partnership; and

     WHEREAS, the undersigned parties, consisting of all of the parties to the
Effective Agreement, desire to amend the Effective Agreement to reflect the
decrease in Goff's annual salary;
<PAGE>   14

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:

     1. The Effective Agreement be amended to provide for an annual salary in
the amount of $100,000 be paid to Goff, commencing August 30, 1997, as provided
pursuant to the terms of the Effective Agreement.

     2. Except as herein amended, the Effective Agreement is hereby ratified,
confirmed and affirmed for all purposes and in all respects.

     3. This Fourth Amendment may be executed in counterparts, all of which
together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart. Each party shall become bound by this Fourth Amendment
immediately upon affixing its signature thereto.

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

                                  JOHN C. GOFF


                                  /s/ JOHN C. GOFF
                                  ----------------------------------------------




                                  CRESCENT REAL ESTATE EQUITIES 
                                  LIMITED PARTNERSHIP, a Delaware 
                                  limited partnership


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


                                       By: /s/ DAVID M. DEAN
                                          --------------------------------------
                                           David M. Dean
                                           Senior Vice President, Law


                                       2