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                                                                   EXHIBIT 10.55


                                                             CANYON RANCH-TUCSON


                       FIRST AMENDMENT TO LEASE AGREEMENT


         This FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made and
entered into effective as of the 31st day of December, 1998, between CANYON
RANCH LEASING, L.L.C., an Arizona limited liability company ("Lessee") and
CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited
partnership ("Lessor").

                                    RECITALS:

         WHEREAS, Canyon Ranch, Inc., an Arizona corporation ("Canyon Ranch")
and Lessee entered into that certain Lease Agreement dated as of July 26, 1996
(the "Lease"), pursuant to which Lessee leased from Canyon Ranch a resort
facility and related assets located in Pima County, Arizona, and known as the
"Canyon Ranch-Tucson" (hereinafter called the "Leased Property"); and

         WHEREAS, pursuant to that certain Assignment and Assumption of Master
Lease dated as of July 26, 1996, all of Canyon Ranch's interest and estate as
lessor under the Lease was assigned to Lessor, who thereupon assumed all of
Canyon Ranch's liabilities and obligations under the Lease; and

         WHEREAS, Lessor has acquired certain additional real property adjacent
to the Leased Property that is to be used for a proposed expansion of the resort
located on the Leased Property; and

         WHEREAS, Lessor and Lessee agreed that if Lessor made substantial
capital investments in the Leased Property, the Lease would be amended to
increase the amount of rental payable thereunder and Lessor has made substantial
capital investment in the Leased Property; and

         WHEREAS, Lessor has agreed to delete certain provisions of the Lease
that impose minimum net worth requirements on the Lessee and limit the
distributions by Lessee of its earnings to its beneficial owners in
consideration of the delivery of a guaranty of Lessee's obligations under the
Lease by Crescent Operating, Inc. ("COI"); and

         WHEREAS, Lessor and Lessee mutually desire to quantify the value of
working capital associated with the Leased Property and transferred from Lessor
to Lessee upon the commencement of the term of the Lease and to evidence their
mutual understanding and agreement of the value of working capital associated
with the Leased Property to be redelivered to Lessor by Lessee at the expiration
or earlier termination of the Lease; and

         WHEREAS, Lessor and Lessee desire to amend the Lease to increase the
rental payable thereunder as hereinafter provided, to delete the provisions in
the Lease described above, to evidence their understanding regarding working
capital and to make certain other amendments thereto as hereinafter provided.


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                                   AGREEMENT:

         NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereby agree as follows:

         1. Definitions. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Lease.

         2. Amendments to Lease. The Lease is hereby amended as follows:

                  a. Section 4.1 of the Lease is modified to increase the Base
         Rent effective as of January 1, 1998 by the amount of $75,000 per Lease
         Year and the Base Rent shall be payable in twelve (12) equal monthly
         installments. Accordingly, the monthly Base Rent payable under the
         Lease from and after January 1, 1998 is follows: (i) from January 1,
         1998 through July 31, 2003, the amount of $341,500.00 per month and
         (ii) commencing August 1, 2003, the amount of $392,916.75 per month.

                  b. The period is deleted at the end of the next to last
         sentence of Section 4.2(f) of the Lease and the following clause is
         inserted after the words "from Lessee": "; provided, in no event shall
         Lessor be required to refund any portion of the Guaranteed Percentage
         Rent (as hereinafter defined) previously paid by Lessee to Lessor."

                  c. A new subsection (i) is inserted at the end of Section 4.2
         of the Lease, which shall read in its entirety as follows:

                           (i) Anything in this Lease to the contrary
                  notwithstanding, eighty-five percent (85%) of the Percentage
                  Rent payable in any quarter during the term of this Lease
                  (herein called the "Guaranteed Percentage Rent") shall not be
                  subject to adjustment under Section 4.2(f) or Section 4.2(h)
                  hereof.

                  d. In consideration of the execution and delivery by COI of a
         guaranty of all of Lessee's obligations under the Lease, Section 7.7
         and Section 7.9 of the Lease are hereby deleted in their entirety and
         shall be of no further force and effect.

                  e. A new Section 7.11 is added to the Lease, to read in its
         entirety as follows:

                           Section 7.11. Working Capital. At the commencement of
                  the term of this Lease, there existed working capital
                  pertaining to the Leased Property (the "Working Capital") in
                  the initial aggregate positive balance of $344,205.00 (the
                  "Initial Working Capital Balance"). Within thirty (30) days
                  following the date of expiration or earlier termination of
                  this Lease, Lessor and Lessee will work together in good faith
                  to determine the balance of Working Capital as of such date


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                  (the "Ending Working Capital Balance"). If the Ending Working
                  Capital Balance is less than the Initial Working Capital
                  Balance, Lessee shall pay over to Lessor cash in the amount of
                  such deficiency, within thirty (30) days of such
                  determination. If the Ending Working Capital Balance exceeds
                  the Initial Working Capital Balance, Lessor shall pay over to
                  Lessee cash in the amount of such excess within thirty (30)
                  days of such determination. Additionally, both the Initial
                  Working Capital Balance and the Ending Working Capital Balance
                  shall be calculated without the inclusion of any "in
                  circulation" operating or consumable supplies ("In-Circulation
                  Supplies"). Both Lessee and Lessor agree that the
                  In-Circulation Supplies represent items in use which Lessee
                  does not include on its balance sheet as of the Commencement
                  Date. Lessee and Lessor further agree that although no
                  accounting value has been placed on In-Circulation Supplies,
                  such supplies have value and Lessee agrees to have reasonable
                  amounts of In-Circulation Supplies on hand in a quantity and
                  quality customary for a property such as the Leased Property.

         3. General Provision regarding Working Capital. Notwithstanding any
other provision of the Lease which is to the contrary or which is not consistent
with Section 2.e above, including without limitation, Section 7.4 of the Lease,
Lessor and Lessee agree that Section 2.e above represents the general business
terms under which Lessee has taken over the In-Circulation Supplies and working
capital of the Leased Property and the general terms under which Lessee will
return In-Circulation Supplies and working capital to Lessor at the expiration
or earlier termination of the Lease.

         4. Modification Supersedes. Except as modified hereby, the Lease
remains in full force and effect, with no other modifications thereto. If there
arises by virtue of this Amendment any conflict between any provision of this
Amendment and any provision of the Lease, the provisions hereof shall supersede
any such conflicting provision of the Lease, but only to the extent of such
conflict, and all of the provisions of the Lease are hereby modified as
necessary so as to be consistent with the terms of this Amendment.

         5. Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of Lessor and Lessee and their respective successors
and permitted assigns.

         6. Multiple Counterparts. This Amendment may be executed in multiple
counterparts, each of which is to be deemed an original for all purposes, and in
making proof of this Amendment it shall not be necessary to produce more than
one (1) counterpart hereof. A facsimile or similar transmission of a counterpart
signed by a party hereto will be regarded as signed by such party for purposes
hereof.

         7. Captions. The captions, headings and arrangements used in this
Amendment are for convenience only and do not in any way affect, limit, amplify
or otherwise modify the terms and provisions hereof.



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         8. Representations of Lessee. Lessee represents and warrants to Lessor
that (i) Lessee is the sole legal and beneficial owner of the leasehold estate
under the Lease and (ii) Lessee has the full power and authority to enter into
this Amendment without the joinder or consent of any other party.

         9. Representations of Lessor. Lessor represents and warrants to Lessee
that Lessor has the full power and authority to enter into this Amendment.



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         IN WITNESS WHEREOF, the parties have duly executed this Amendment to be
effective as of the day and year first above written.


                                     LESSOR:

                                     CRESCENT REAL ESTATE EQUITIES LIMITED 
                                     PARTNERSHIP, a Delaware limited
                                     partnership

                                     By:   Crescent Real Estate Equities, Ltd.,
                                           a Delaware corporation, General
                                           Partner


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

                                     LESSEE:

                                     CANYON RANCH LEASING, L.L.C., a Delaware
                                     limited liability company


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



   

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