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                                                                   EXHIBIT 10.69

                                PROMISSORY NOTE

$3,100,000.00                                                  February 29, 1996


     FOR VALUE RECEIVED, CRESCENT DEVELOPMENT MANAGEMENT CORP., a Delaware
corporation ("Borrower"), promises to pay to the order of CRESCENT REAL ESTATE
EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Lender"), the sum
of THREE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,100,000.00), with
interest, prior to default or maturity on the unpaid balance of such amount from
the date hereof at the rate of twelve percent (12%) per annum. This Note is 
secured by a security agreement of even date herewith from Borrower, as debtor, 
to Lender, as secured party.

     Interest only on the outstanding balance of principal on this Note shall 
be payable quarterly on the last day of each March, June, September and 
December (each such date being called a "Payment Date") beginning March 31, 
1996, to and including March 31, 2005. Interest shall be computed on the basis 
of a fraction, the denominator of which is three hundred sixty (360) and the 
numerator of which is the actual number of days elapsed from the date hereof or 
the date of the preceding Payment Date, as the case may be, to the date of the 
next Payment Date.

     On addition to installment payments of interest Borrower shall pay to 
Lender installment payments of principal on June 30 of each year commencing 
June 30, 1997 in the amount set forth on the Schedule of Principal Payments 
attached hereto.

     On June 30, 2005 (the "Maturity Date") a final payment of the Maturity 
Obligations (as hereinafter defined) shall be due and payable.

     As used herein, "Maturity Obligations" shall mean the entire outstanding 
principal amount of this Note, together with all accrued but unpaid interest 
thereon, and all other sums due and unpaid hereunder and under the security 
agreement.

     After default or maturity, the entire unpaid principal balance and all 
accrued and unpaid interest shall bear interest at the rate of eighteen percent 
(18%) per annum based on a 365/366 day year, but in no event in excess of the 
maximum amount allowed by law (the "Default Rate").

     All payments due under this Note are payable at Lender's office at 777 
Main Street, Suite 2100, Fort Worth, Texas 76102 or at such other place as 
Lender or other holder hereof shall notify Borrower in writing.
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     This Note may not be prepaid in whole or in part at any time without
premium or penalty.

     In the event Borrower fails to pay any installment of interest or any
principal on this Note for ten (10) days after the same shall become due or upon
the happening of any "Event of Default" as defined in the security agreement,
then and in any such event Lender may at its option declare the entire unpaid
balance of this Note, together with interest accrued hereon, to be immediately
due and payable and Lender may proceed to exercise any rights or remedies that
it may have under the security agreement, under this Note or under any other
agreement relating to the Note or such other rights and remedies which Lender
may have at law, equity or otherwise. In the event of such acceleration,
Borrower may discharge its obligations to Lender by paying the Maturity
Obligations, with interest at the Default Rate accruing from the date such
acceleration is declared.

     In the event this Note is turned over to an attorney at law for collection
after default, in addition to the Maturity Obligations, Lender shall be entitled
to collect all costs of collection, including but not limited to reasonable
attorneys' fees, incurred in connection with protection of or realization of
collateral or in connection with any of Lender's collection efforts, whether or
not suit on this Note or any foreclosure proceeding is filed, and all such costs
and expenses shall be payable on demand and shall also be secured by the
security agreement.

     No failure on the part of Lender or other holder hereof to exercise any
right or remedy hereunder, whether before or after the happening of a default
shall constitute a waiver thereof, and no waiver of any past default shall 
constitute waiver of any failure default or of any other default. No failure to
accelerate the debt evidenced hereby by reason of default hereunder, or
acceptance of a past due installment, or indulgence granted from time to time
shall be construed to be a waiver of the right to insist upon prompt payment
thereafter or to impose late charges retroactively or prospectively, or shall be
deemed to be a novation of this Note or as a reinstatement of the debt evidenced
hereby or as a waiver of such right or acceleration or any other right, or be
construed so as to preclude the exercise of any right which Lender may have,
whether by the laws of the State of Texas by agreement or otherwise; and
Borrower and each endorser or guarantor hereby expressly waives the benefit of
any statute or rule of law or equity which would produce a result contrary to or
in conflict with the foregoing. This Note may not be changed orally, but only by
an agreement in writing signed by the party against whom such agreement is
sought to be enforced.

                                                                     [Illegible]
                                                                     Initials



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     Borrower, for itself and its heirs, successors and assigns, and each
endorser or guarantor of this Note, for its heirs, successors and assigns,
hereby waives presentment, protest, demand, diligence, notice of dishonor and of
nonpayment, notice of intention to  accelerate, and notice of acceleration and
waives and renounces all rights to the benefits of any statute of limitations 
and any moratorium, appraisement, exemption and homestead now provided or which 
may hereafter be provided by any federal or state statute, including but not 
limited to exemptions provided by or allowed under the Bankruptcy Reform Act of 
1978, both as to itself personally and as to all of its or their property, 
whether real or personal, against the enforcement and collection of the 
obligations evidenced by this Note and any and all extensions, renewals and 
modifications hereof.


     It is the intention of the parties to conform strictly to applicable usury
laws from time to time in force, and all agreements between Borrower and Lender,
whether now existing or hereafter arising and whether oral or written, are
hereby expressly limited so that in no contingency or event whatsoever, whether
by acceleration of maturity hereof or otherwise, shall the amount paid or agreed
to be paid to Lender or the holder hereof, or collected by Lender or such
holder, for the use, forbearance or detention of the money to be loaned
hereunder or otherwise, or for the payment or performance of any covenant or
obligation contained herein or in the security agreement, or in any other
document evidencing, securing or pertaining to the indebtedness evidenced
hereby, exceed the maximum amount permissible under applicable usury laws. If
under any circumstances whatsoever fulfillment of any provisions hereof or of
the security agreement, at the time performance of such provision shall be due,
shall involve transcending the limit of validity prescribed or permitted by law,
including judicial determination, then ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity; and if under any
circumstances Lender or other holder hereof shall ever receive an amount deemed
interest, by applicable law, which would exceed the highest lawful rate, such
amount that would be excessive interest under applicable usury laws shall be
applied to the reduction of the principal amount owing hereunder or to other
indebtedness secured by the secured agreement and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
and other indebtedness, the excess shall be deemed to have been a payment made
by mistake and shall be refunded to Borrower or to any other person making such
payment on Borrower's behalf. All sums paid or agreed to be paid to the holder
hereof for the use, forbearance of detention of the indebtedness of Borrower
evidenced hereby, outstanding from time to time shall, to the extent permitted
by applicable law, be amortized, pro-rated, allocated and spread from the date
of disbursement of the proceeds of this Note until payment in full of such
indebtedness so that the


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actual rate of interest on account of such indebtedness is uniform through the 
term hereof. The terms and provisions of this paragraph shall control and 
supersede every other provision of all agreements between Lender and Borrower 
and any endorser or guarantor of this Note.

     This Note shall be governed by and construed under the laws of the State of
Texas and the laws of the United States applicable to transactions in Texas.

     IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has
caused this Note to be duly executed under seal the day and year first above
written.


                                    CRESCENT DEVELOPMENT MANAGEMENT
                                    CORP., a Delaware corporation

                                    By: /s/ HARRY FRAMPTON
                                       -------------------------------------
                                       Name:  Harry Frampton
                                            --------------------------------
                                       Title: President
                                             -------------------------------






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                         SCHEDULE OF PRINCIPAL PAYMENTS

          June 30, 1997                           $100,000
          June 30, 1998                           $150,000
          June 30, 1999                           $200,000
          June 30, 2000                           $300,000
          June 30, 2001                           $350,000
          June 30, 2002                           $400,000
          June 30, 2003                           $450,000
          June 30, 2004                           $550,000
          June 30, 2005                           $600,000




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