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                                                                   EXHIBIT 10.64

                                                                     Ventana Inn
                                                             Big Sur, California


                                GUARANTY OF LEASE


         This GUARANTY OF LEASE ("Guaranty") is executed as of December 19,
1997, by CRESCENT OPERATING, INC., a Delaware corporation ("Guarantor"), for the
benefit of CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited
partnership ("Lessor").

                                 R E C I T A L S

         A. WINE COUNTRY HOTEL, LLC, a Delaware limited liability company
("Lessee"), as lessee, as of the date hereof has entered a Lease Agreement (the
"Lease") with Lessor with respect to the land, buildings, improvements and
fixtures located in Big Sur, Monterey County, California, commonly known as the
Ventana Inn or the Ventana Country Inn (the "Leased Property");

         B. Lessor is unwilling to enter into the Lease unless Guarantor
unconditionally guarantees payment and performance of the Guaranteed Obligations
(as defined in Section 1.2 below), subject to the limitations and terms set
forth in this Guaranty; and

         C. Guarantor is the owner of a direct or indirect interest in Lessee,
and Guarantor will directly benefit from Lessor's entering into the Lease with
Lessee.

                                A G R E E M E N T

         NOW, THEREFORE, as an inducement to Lessor to enter into the Lease with
Lessee, and for other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE I

                          NATURE AND SCOPE OF GUARANTY
                                   ARTICLE I

1.1      Guaranty of Obligation.

                  (a) Subject to the limitations set forth in Section 1.1(b)
         hereof, Guarantor irrevocably and unconditionally guarantees to Lessor
         (and its successors and assigns), the payment and performance of the
         Guaranteed Obligations as and when the same shall be due and payable.
         Guarantor irrevocably and unconditionally agrees that it is liable for
         the Guaranteed Obligations as a primary obligor, and that it shall
         fully perform each and every term and provision hereof.



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                  (b) Anything in this Guaranty to the contrary notwithstanding,
         the right of recovery by Lessor against Guarantor under this Guaranty
         is limited to Guarantor's interests in Lessee and the lessees under the
         leases listed on Exhibit A attached hereto and made a part hereof, and
         such parties permitted successors and assigns (whether by operation of
         law or otherwise). Lessor shall not look to any other property or asset
         of Guarantor in seeking to enforce Guarantor's obligations under this
         Guaranty or to satisfy any judgement for Guarantor's failure to perform
         its obligations under this Guaranty.

         1.2 Definition of Guaranteed Obligations. As used herein, the term
"Guaranteed Obligations" shall mean all of the obligations and liabilities of
Lessee under the Lease, including without limitation, the obligation to pay all
Base Rent, Percentage Rent, and Additional Charges (as those terms are defined
in the Lease) as and when due.

         1.3 Nature of Guaranty. This Guaranty is an irrevocable, absolute,
continuing guaranty of payment and performance and is not a guaranty of
collection. This Guaranty may not be revoked by Guarantor and shall continue to
be effective with respect to any Guaranteed Obligations arising or created after
any attempted revocation by Guarantor. The fact that at any time or from time to
time the Guaranteed Obligations may be increased or reduced shall not release or
discharge the obligation of Guarantor to Lessor with respect to Guaranteed
Obligations. This Guaranty may be enforced by Lessor and any subsequent owner of
Lessor's interest under the Lease.

         1.4 Payment by Guarantor. If all or any part of the Guaranteed
Obligations is not paid when due, Guarantor shall immediately upon demand by
Lessor pay in lawful money of the United States of America the amount due on the
Guaranteed Obligations to Lessor at Lessor's address as set forth herein. Such
demand(s) may be made at any time coincident with or after the time for payment
of all or part of the Guaranteed Obligations, and may be made from time to time
with respect to the same or different items of Guaranteed Obligations. Such
demand shall be deemed made, given and received in accordance with the notice
provisions hereof.

         1.5 No Duty to Pursue Others. It shall not be necessary for Lessor (and
Guarantor hereby waives any rights which Guarantor may have to require Lessor),
in order to enforce such payment by Guarantor, first to (i) institute suit or
exhaust its remedies against Lessee or others liable under the Lease or the
Guaranteed Obligations or any other person, (ii) enforce Lessor's rights against
any collateral which shall ever have been given to secure Lessee's obligations
under the Lease, (iii) enforce Lessor's rights against any other guarantors of
the Guaranteed Obligations, (iv) join Lessee or any others liable on the
Guaranteed Obligations in any action seeking to enforce this Guaranty, or (v)
resort to any other means of obtaining payment of the Guaranteed Obligations.
Lessor shall not be required to mitigate damages or take any other action to
reduce, collect or enforce the Guaranteed Obligations.

         1.6 Waivers. Guarantor agrees to the provisions of the Lease, and
hereby waives notice of (i) acceptance of this Guaranty, (ii) any amendment or
extension of the Lease, (iii) the occurrence


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of any breach by Lessee or Event of Default as defined in the Lease, (iv)
Lessor's transfer or disposition of its interest under the Lease, or any part
thereof, or (v) any other action at any time taken or omitted by Lessor, and,
generally, all demands and notices of every kind in connection with this
Guaranty, the Lease, or relating to any of the Guaranteed Obligations.

         1.7 Payment of Expenses. If Guarantor fails to timely perform any
provisions of this Guaranty, Guarantor shall, immediately upon demand by Lessor,
pay Lessor all costs and expenses (including court costs and reasonable
attorneys' fees) incurred by Lessor in the enforcement hereof or the
preservation of Lessor's rights hereunder. The covenant contained in this
section shall survive the payment and performance of the Guaranteed Obligations.

         1.8 Effect of Bankruptcy. If, pursuant to any insolvency, bankruptcy,
reorganization, receivership or other debtor relief law, or any judgment, order
or decision thereunder, Lessor must rescind or restore any payment, or any part
thereof, received by Lessor in satisfaction of the Guaranteed Obligations, as
set forth herein, any prior release or discharge from the terms of this Guaranty
given to Guarantor by Lessor shall be without effect, and this Guaranty shall
remain in full force and effect. Lessee and Guarantor intend that Guarantor's
obligations hereunder shall not be discharged except by Guarantor's performance
of such obligations and then only to the extent of such performance.

         1.9      Deferment of Rights of Subrogation, Reimbursement and 
Contribution.

                  (a) Notwithstanding any payment or payments made by Guarantor
         hereunder, Guarantor will not assert or exercise any right of Lessor or
         of Guarantor against Lessee to recover the amount of any payment made
         by Guarantor to Lessor by way of subrogation, reimbursement,
         contribution, indemnity, or otherwise arising by contract or operation
         of law, and Guarantor shall not have any right of recourse to or any
         claim against assets or property of Lessee, whether or not the
         obligations of Lessee have been satisfied, all of rights being herein
         expressly waived by Guarantor. If any amount shall nevertheless be paid
         to Guarantor by Lessee prior to payment in full of the Obligations
         (hereinafter defined), such amount shall be held in trust for the
         benefit of Lessor and shall forthwith be paid to Lessor to be credited
         and applied to the Obligations, whether matured or unmatured. The
         provisions of this paragraph shall survive the termination of this
         Guaranty, and any satisfaction and discharge of Lessee by virtue of any
         payment, court order or any applicable law.

                  (b) Notwithstanding the provisions of Section 1.9(a),
         Guarantor shall be entitled to (i) all rights of subrogation otherwise
         provided by applicable law in respect of any payment it may make or be
         obligated to make under this Guaranty and (ii) all claims it would have
         against Guarantor in the absence of Section 1.9(a) and to assert and
         enforce same, in each case on and after, but at no time prior to, the
         date (the "Subrogation Trigger Date") which is 91 days after the date
         on which all sums owed to Lessor under the Lease


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         (the "Obligations") have been paid in full, if and only if the
         existence of Guarantor's rights under this Section 1.10(b) would not
         make Guarantor a creditor (as defined in the United States Bankruptcy
         Code [the "Bankruptcy Code"]) of Lessee or any other Guarantor in any
         insolvency, bankruptcy, reorganization or similar proceeding commenced
         on or prior to the Subrogation Trigger Date.

         1.10 Bankruptcy Code Waiver. The parties intend that Guarantor shall
not be deemed to be a "creditor" (as defined in Section 101 of the Bankruptcy
Code) of Lessee by reason of the existence of this Guaranty, in the event that
Lessee becomes a debtor in any proceeding under the Bankruptcy Code, and in
connection herewith, Guarantor waives any such right as a "creditor" under the
Bankruptcy Code. After Lessee's obligations under the Lease are discharged in
full and there shall be no obligations or liabilities under this Guaranty
outstanding, this waiver shall be deemed to be terminated.

         1.11 Lessee. The term "Lessee" as used herein shall include any new or
successor corporation, association, partnership (general or limited), joint
venture, trust or other individual or organization formed as a result of any
merger, reorganization, sale, transfer, devise, gift or bequest of Lessee or any
interest in Lessee.

                                   ARTICLE II

                      EVENTS AND CIRCUMSTANCES NOT REDUCING
                     OR DISCHARGING GUARANTOR'S OBLIGATIONS

         Guarantor's obligations under this Guaranty shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and
Guarantor waives any common law, equitable, statutory or other rights (including
without limitation rights to notice) which Guarantor might otherwise have as a
result any of the following:

                  (a) Modifications. Any renewal, extension, or modification of
         all or any part of the Guaranteed Obligations or the Lease; provided
         Guarantor is notified of same.

                  (b) Adjustment. Any adjustment, indulgence, forbearance or
         compromise that might be granted or given by Lessor to Lessee or any
         Guarantor.

                  (c) Condition of Lessee or Guarantor. The insolvency,
         bankruptcy, arrangement, adjustment, composition, liquidation,
         disability, dissolution or lack of power of Lessee, Guarantor or any
         other party at any time liable for the payment of all or part of the
         Guaranteed Obligations; or any dissolution of Lessee or Guarantor, or
         any sale, lease or transfer of any or all of the assets of Lessee or
         Guarantor, or any changes in the shareholders, partners or members of
         Lessee or Guarantor; or any reorganization of Lessee or Guarantor.


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                  (d) Invalidity of Guaranteed Obligations. The invalidity,
         illegality or unenforceability of all or any part of the Guaranteed
         Obligations, or any document or agreement executed in connection with
         the Guaranteed Obligations, for any reason whatsoever, including
         without limitation the fact that (i) the Guaranteed Obligations, or any
         part thereof, exceeds the amount permitted by law, (ii) the act of
         creating the Guaranteed Obligations or any part thereof is ultra vires,
         (iii) the officers or representatives executing the Lease or otherwise
         creating the Guaranteed Obligations acted in excess of their authority,
         (iv) the Guaranteed Obligations violate applicable usury laws, (v)
         Lessee has valid defenses, claims or offsets (whether at law, in equity
         or by agreement) which render the Guaranteed Obligations wholly or
         partially uncollectible from Lessee, (vi) the creation, performance or
         repayment of the Guaranteed Obligations (or the execution, delivery and
         performance of any document or instrument representing part of the
         Guaranteed Obligations or executed in connection with the Guaranteed
         Obligations, or given to secure the repayment of the Guaranteed
         Obligations) is illegal, uncollectible or unenforceable, or (vii) the
         Lease has been forged or otherwise are irregular or not genuine or
         authentic, it being agreed that Guarantor shall remain liable hereon
         regardless of whether Lessee or any other person be found not liable on
         the Guaranteed Obligations or any part thereof for any reason.

                  (e) Release of Obligors. Any full or partial release of the
         liability of Lessee on the Guaranteed Obligations, or any part thereof,
         or of any co-guarantors, or any other person or entity now or hereafter
         liable, whether directly or indirectly, jointly, severally, or jointly
         and severally, to pay, perform, guarantee or assure the payment of the
         Guaranteed Obligations, or any part thereof, it being recognized,
         acknowledged and agreed by Guarantor that Guarantor may be required to
         pay the Guaranteed Obligations in full without assistance or support of
         any other party, and Guarantor has not been induced to enter into this
         Guaranty on the basis of a contemplation, belief, understanding or
         agreement that other parties will be liable to pay or perform the
         Guaranteed Obligations, or that Lessor will look to other parties to
         pay or perform the Guaranteed Obligations.

                  (f) Offset. The Lease, the Guaranteed Obligations and the
         liabilities and obligations of Guarantor to Lessor hereunder, shall not
         be reduced, discharged or released because of or by reason of any
         existing or future right of offset, claim or defense of Lessee against
         Lessor, or any other party, or against payment of the Guaranteed
         Obligations, whether such right of offset, claim or defense arises in
         connection with the Guaranteed Obligations (or the transactions
         creating the Guaranteed Obligations) or otherwise.

                  (g) Merger. The reorganization, merger or consolidation of
         Lessee into or with any other corporation or entity.


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                  (h) Preference. Any payment by Lessee to Lessor is held to
         constitute a preference under bankruptcy laws, or for any reason Lessor
         is required to refund such payment or pay such amount to Lessee or
         someone else.

                  (i) Other Actions Taken or Omitted. Any other action taken or
         omitted to be taken with respect to the Lease, the Guaranteed
         Obligations, whether or not such action or omission prejudices
         Guarantor or increases the likelihood that Guarantor will be required
         to pay the Guaranteed Obligations pursuant to the terms hereof, it is
         the unambiguous and unequivocal intention of Guarantor that Guarantor
         shall be obligated to pay the Guaranteed Obligations when due,
         notwithstanding any occurrence, circumstance, event, action, or
         omission whatsoever, whether or not contemplated, and whether or not
         otherwise or particularly described herein, which obligation shall be
         deemed satisfied only upon the full and final payment and satisfaction
         of the Guaranteed Obligations.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations. To induce Lessor to enter into the Lease with
Lessee, Guarantor represents and warrants to Lessor as follows:

                  (a) Benefit. Guarantor is an affiliate of Lessee, is the owner
         of a direct or indirect interest in Lessee, and has received, or will
         receive, direct or indirect benefit from the making of this Guaranty
         with respect to the Guaranteed Obligations.

                  (b) Familiarity and Reliance. Guarantor is familiar with, and
         has independently reviewed books and records regarding, the financial
         condition of Lessee; however, Guarantor is not relying on such
         financial condition or the collateral as an inducement to enter into
         this Guaranty.

                  (c) No Representation by Lessor. Neither Lessor nor any other
         party has made any representation, warranty or statement to Guarantor
         in order to induce Guarantor to execute this Guaranty.

                  (d) Guarantor's Financial Condition. As of the date hereof,
         and after giving effect to this Guaranty and the contingent obligation
         evidenced hereby, Guarantor is, and will be, solvent, and has and will
         have assets which, fairly valued, exceed its obligations, liabilities
         (including contingent liabilities) and debts, and has and will have
         property and assets sufficient to satisfy and repay its obligations and
         liabilities.

                  (e) Legality. The execution, delivery and performance by
         Guarantor of this Guaranty and the consummation of the transactions
         contemplated hereunder do not, and will


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         not, contravene or conflict with any law, statute or regulation
         whatsoever to which Guarantor is subject or constitute a default (or an
         event which with notice or lapse of time or both would constitute a
         default) under, or result in the breach of, any indenture, mortgage,
         deed of trust, charge, lien, or any contract, agreement or other
         instrument to which Guarantor is a party or which may be applicable to
         Guarantor. This Guaranty is a legal and binding obligation of Guarantor
         and is enforceable in accordance with its terms, except as limited by
         bankruptcy, insolvency or other laws of general application relating to
         the enforcement of creditors' rights.

                  (f) Review of Documents. Guarantor has examined the Lease.

         3.2 Survival. All representations and warranties made by Guarantor
herein shall survive the execution hereof.

                                   ARTICLE IV

                      SUBORDINATION OF CERTAIN INDEBTEDNESS

         4.1 Subordination of All Guarantor Claims. As used herein, the term
"Guarantor Claims" shall mean all debts and liabilities of Lessee to Guarantor,
whether such debts and liabilities now exist or are hereafter incurred or arise,
or whether the obligations of Lessee thereon be direct, contingent, primary,
secondary, several, joint and several, or otherwise, and irrespective of whether
such debts or liabilities be evidenced by note, contract, open account, or
otherwise, and irrespective of the person or persons in whose favor such debts
or liabilities may, at their inception, have been, or may hereafter be created,
or the manner in which they have been or may hereafter be acquired by Guarantor.
The Guarantor Claims shall include without limitation all rights and claims of
Guarantor against Lessee (arising as a result of subrogation or otherwise) as a
result of Guarantor's payment of all or a portion of the Guaranteed Obligations
to the extent the provisions of Article II(f) hereof are unenforceable. Upon the
occurrence of an Event of Default or the occurrence of an event which would,
with the giving of notice or the passage of time, or both, constitute an Event
of Default, Guarantor shall not receive or collect, directly or indirectly, from
Lessee or any other party any amount upon the Guarantor Claims.

         4.2 Claims in Bankruptcy. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor's relief, or other insolvency proceedings
involving Guarantor as debtor, Lessor shall have the right to prove its claim in
any such proceeding so as to establish its rights hereunder and receive directly
from the receiver, trustee or other court custodian dividends and payments which
would otherwise be payable upon Guarantor Claims. Guarantor assigns such
dividends and payments to Lessor. Should Lessor receive, for application upon
the Guaranteed Obligations, any such dividend or payment which is otherwise
payable to Guarantor, and which, as between Lessee and Guarantor, shall
constitute a credit upon the Guarantor Claims, then upon payment to Lessor in
full of the Guaranteed Obligations, Guarantor shall become subrogated to the
rights of Lessor to the


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extent that such payments to Lessor on the Guarantor Claims have contributed
toward the liquidation of the Guaranteed Obligations, and such subrogation shall
be with respect to that proportion of the Guaranteed Obligations which would
have been unpaid if Lessor had not received dividends or payments upon the
Guarantor Claims.

         4.3 Payments Held in Trust. Notwithstanding anything to the contrary in
this Guaranty, if Guarantor should receive any funds, payments, claims or
distributions which are prohibited by this Guaranty, Guarantor agrees to hold in
trust for Lessor an amount equal to the amount of all funds, payments, claims or
distributions so received, and agrees that it shall have absolutely no dominion
over the amount of such funds, payments, claims or distributions so received
except to pay them promptly to Lessor, and Guarantor covenants promptly to pay
the same to Lessor.

         4.4 Liens Subordinate. Any liens, security interests, judgment liens,
charges or other encumbrances upon Lessee's assets securing payment of the
Guarantor Claims shall be and remain inferior and subordinate to any liens,
security interests, judgment liens, charges or other encumbrances upon Lessee's
assets securing payment of the Guaranteed Obligations, regardless of whether
such encumbrances in favor of Guarantor or Lessor presently exist or are
hereafter created or attach. Without the prior written consent of Lessor,
Guarantor shall not (a) exercise or enforce any creditor's right it may have
against Lessee, or (b) foreclose, repossess, sequester or otherwise take steps
or institute any action or proceedings (judicial or otherwise, including without
limitation the commencement of, or joinder in, any liquidation, bankruptcy,
rearrangement, debtor's relief or insolvency proceeding) to enforce any liens,
mortgages, deeds of trust, security interest, collateral rights, judgments or
other encumbrances on assets of Lessee held by Guarantor.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1 Waiver. No failure to exercise, and no delay in exercising, on the
part of Lessor, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right. The rights of Lessor hereunder shall
be in addition to all other rights provided by law. No modification or waiver of
any provision of this Guaranty, nor consent to departure therefrom, shall be
effective unless in writing and no such consent or waiver shall extend beyond
the particular case and purpose involved. No notice or demand given in any case
shall constitute a waiver of the right to take other action in the same, similar
or other instances without such notice or demand.

         5.2 Notices. Any notice, demand, statement, request or consent made
hereunder shall be in writing and shall be deemed to be received by the
addressee on the day such notice is tendered to a nationally recognized
overnight delivery service or on the third day following the day such notice is
deposited with the United States Postal Service first class certified mail,
return receipt requested, in either instance, addressed to the address, as set
forth below, of the party to whom such notice is to


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be given, or to such other address as either party shall in like manner
designate in writing. The addresses of the parties are as follows:

             Guarantor:

             Crescent Operating, Inc.
             306 West 7th Street, Suite 1025
             Fort Worth, Texas 76102
             Attention: Jeffrey L. Stevens

             Lessor:

             Crescent Real Estate Equities Limited Partnership
             777 Main Street, Suite 2100
             Fort Worth, Texas 76102
             Attention: Gerald W. Haddock, President and Chief Executive Officer

         5.3 Governing Law; Jurisdiction. This Guaranty shall be governed by and
construed in accordance with the laws of the State in which the Leased Property
is located and the applicable laws of the United States of America. Guarantor
hereby irrevocably submits to the jurisdiction of any court of competent
jurisdiction located in the state in which the Leased Property is located in
connection with any proceeding out of or relating to this Guaranty.

         5.4 Invalid Provisions. If any provision of this Guaranty is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term of this Guaranty, such provision shall be fully severable and this
Guaranty shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Guaranty, and the
remaining provisions of this Guaranty shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Guaranty, unless such continued effectiveness of this
Guaranty, as modified, would be contrary to the basic understandings and
intentions of the parties as expressed herein.

         5.5 Amendments. This Guaranty may be amended only by an instrument in
writing executed by the party or an authorized representative of the party
against whom such amendment is sought to be enforced.

         5.6 Parties Bound; Assignment. This Guaranty shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives; provided, however, that Guarantor may not,
without the prior written consent of Lessor, assign any of its rights, powers,
duties or obligations hereunder.


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         5.7 Headings. Section headings are for convenience of reference only
and shall in no way affect the interpretation of this Guaranty.

         5.8 Recitals. The recital and introductory paragraphs hereof are a part
hereof, form a basis for this Guaranty and shall be considered prima facie
evidence of the facts and documents referred to therein.

         5.9 Counterparts. This Guaranty may be executed in as many counterparts
as may be convenient or required. It shall not be necessary that the signature
or acknowledgment of, or on behalf of, each party, or that the signature of all
persons required to bind any party, or the acknowledgment of such party, appear
on each counterpart. All counterparts shall collectively constitute a single
instrument. It shall not be necessary in making proof of this Guaranty to
produce or account for more than a single counterpart containing the respective
signatures of, or on behalf of, and the respective acknowledgments of, each of
the parties hereto. Any signature or acknowledgment page to any counterpart may
be detached from such counterpart without impairing the legal effect of the
signatures or acknowledgments thereon and thereafter attached to another
counterpart identical thereto except having attached to it additional signature
or acknowledgment pages.

         5.10 Rights and Remedies. The rights of Lessor hereunder shall be
cumulative of any and all other rights that Lessor may ever have against
Guarantor. The exercise by Lessor of any right or remedy hereunder or under any
other instrument, or at law or in equity, shall not preclude the concurrent or
subsequent exercise of any other right or remedy.

         5.11 ENTIRETY. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF
GUARANTOR AND LESSOR WITH RESPECT TO GUARANTOR'S GUARANTY OF THE GUARANTEED
OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LESSOR AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN GUARANTOR AND LESSOR, NO COURSE OF PERFORMANCE, NO TRADE
PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY
AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LESSOR.

         5.12 Special State Provisions (Texas). This Guaranty shall be effective
as a waiver of, and Guarantor expressly waives, any and all rights to which
Guarantor may otherwise have been entitled under any suretyship laws in effect
from time to time, including (without limitation) any


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rights pursuant to Rule 31 of the Texas Rules of Civil Procedure, Section 17.001
of the Texas Civil Practice and Remedies Code, and Chapter 34 of the Texas
Business and Commerce Code.


                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


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         EXECUTED as of the day and year first above written.


                              GUARANTOR:

                              CRESCENT OPERATING, INC., a Delaware Corporation


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


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<PAGE>   13


                                    EXHIBIT A

                              TO GUARANTY OF LEASE


1.       Lease Agreement covering a hotel facility and related assets located in
         Bernalillo County, New Mexico, and known as "Hyatt Regency Albuquerque"
         dated as of December 19, 1995, the lessee's interest under which is
         currently held by ROSESTAR SOUTHWEST, LLC, a Delaware limited liability
         company, and the lessor's interest under which is currently held by
         CRESCENT REAL ESTATE FUNDING II, L.P, a Delaware limited partnership,
         as such Lease Agreement is or has been amended and assigned from time
         to time.

2.       Amended and Restated Lease Agreement covering a hotel facility and
         related assets located in Eagle County, Colorado, and known as the
         "Hyatt Regency Beaver Creek", dated as of January 1, 1996, the lessee's
         interest under which is currently held by ROSESTAR SOUTHWEST, LLC, a
         Delaware limited liability company, and the lessor's interest under
         which is currently held by CRESCENT REAL ESTATE FUNDING II, L.P, a
         Delaware limited partnership, as such Amended and Restated Lease
         Agreement is or has been amended and assigned from time to time.

3.       Lease Agreement covering a resort facility and related assets located
         in Berkshire County, Massachusetts, and known as the "Canyon
         Ranch-Lenox", dated as of December 11, 1996, the lessee's interest
         under which is currently held by WINE COUNTRY HOTEL, LLC, a Delaware
         limited liability company, d/b/a VINTAGE RESORTS, LLC, and the lessor's
         interest under which is currently held by CRESCENT REAL ESTATE FUNDING
         VI, L.P, a Delaware limited partnership, as such Lease Agreement is or
         has been amended and assigned from time to time.

4.       Lease Agreement covering a hotel facility/resort and related assets
         located in Sonoma County, California, and known as the "Sonoma Mission
         Inn and Spa", dated as of November 18, 1996, between WINE COUNTRY
         HOTEL, LLC, a Delaware limited liability company, as lessee, and
         CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited
         partnership, as lessor, as such Lease Agreement is amended and assigned
         from time to time.

5.       Lease Agreement covering a resort facility and related assets located
         in Pima County, Arizona, and known as the "Canyon Ranch-Tucson", dated
         as of July 26, 1996, the lessee's interest under which is currently
         held by CANYON RANCH LEASING, L.L.C., an Arizona limited liability
         company, and the lessor's interest under which is currently held by
         CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited
         partnership, as such Lease Agreement is or has been amended and
         assigned from time to time.


                               Exhibit A - Page 1


<PAGE>   14


6.       Amended and Restated Lease Agreement covering a hotel facility and
         related assets located in Denver County, Colorado, and known as the
         "Denver Marriott City Center", dated as of June 30, 1995, between
         ROSESTAR MANAGEMENT, LLC, a Delaware limited liability company, as
         lessee, and CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a
         Delaware limited partnership, as lessor, as such Amended and Restated
         Lease Agreement is amended and assigned from time to time.

7.       Lease Agreement covering a golf club and related facilities located in
         Sonoma County, California, and known as the "Sonoma Golf Club", dated
         as of October 13, 1998, between WINE COUNTRY GOLF CLUB, INC., a Texas
         corporation, as lessee, and CRESCENT REAL ESTATE EQUITIES LIMITED
         PARTNERSHIP, a Delaware limited partnership, as lessor, as such Lease
         Agreement is amended and assigned from time to time.

8.       Lease Agreement covering a hotel facility and related assets located in
         Harris County, Texas, and known as the "Four Seasons - Houston", dated
         as of September 22, 1997, between COI HOTEL GROUP, INC., a Delaware
         corporation, as lessee, and CRESCENT REAL ESTATE EQUITIES LIMITED
         PARTNERSHIP, a Delaware limited partnership, as lessor, as such Lease
         Agreement is amended and assigned from time to time.


                               Exhibit A - Page 2