TRAMMELL CROW CO, S-1, 1997-09-03

TRAMMELL CROW CO
S-1, 1997-09-03

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1997
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

--------------------------

TRAMMELL CROW COMPANY

(Exact name of Registrant as specified in its charter)

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<S> <C> <C>
DELAWARE 53121 75-2721454
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>

2001 ROSS AVENUE, DALLAS, TEXAS 75201
(214) 863-3000

(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

GEORGE L. LIPPE
CHIEF EXECUTIVE OFFICER
TRAMMELL CROW COMPANY
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 863-3000

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

--------------------------

COPIES TO:

DEREK R. MCCLAIN JI HOON HONG
VINSON & ELKINS L.L.P. SHEARMAN & STERLING
2001 ROSS AVENUE 599 LEXINGTON AVENUE
3700 TRAMMELL CROW CENTER NEW YORK, NEW YORK 10022
DALLAS, TEXAS 75201

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

--------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
--------------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
--------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

CALCULATION OF REGISTRATION FEE

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<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
Common Stock, $.01 par value.................. $86,250,000 $26,137
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED , 1997

SHARES
TRAMMELL CROW COMPANY
COMMON STOCK
-----------------

ALL OF THE SHARES OF COMMON STOCK OFFERED HEREBY (THE "OFFERING") ARE
BEING OFFERED BY TRAMMELL CROW COMPANY (THE "COMPANY" OR "TRAMMELL CROW"). PRIOR
TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK, AND NO
ASSURANCE CAN BE GIVEN THAT AN ACTIVE TRADING MARKET FOR THE COMMON STOCK WILL
DEVELOP AFTER THE OFFERING. IT IS CURRENTLY ESTIMATED THAT THE INITIAL PUBLIC
OFFERING PRICE PER SHARE OF COMMON STOCK WILL BE BETWEEN $ AND $ . SEE
"UNDERWRITING" FOR A DISCUSSION OF THE FACTORS TO BE CONSIDERED IN DETERMINING
THE INITIAL PUBLIC OFFERING PRICE.
------------------------

APPLICATION WILL BE MADE TO LIST THE COMMON STOCK ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL " ".
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

PRICE $ A SHARE
-------------------

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<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
------------------ ------------------ ------------------
<S> <C> <C> <C>
PER SHARE................................. $ $ $
TOTAL(3).................................. $ $ $
</TABLE>

- ------------

(1) THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST CERTAIN
LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SEE "UNDERWRITING."

(2) BEFORE DEDUCTING EXPENSES OF THE OFFERING PAYABLE BY THE COMPANY,
ESTIMATED AT $2,000,000.

(3) THE COMPANY HAS GRANTED TO THE UNDERWRITERS AN OPTION, EXERCISABLE
WITHIN 30 DAYS OF THE DATE HEREOF, TO PURCHASE UP TO AN AGGREGATE OF
ADDITIONAL SHARES OF COMMON STOCK AT THE PRICE TO PUBLIC, LESS
UNDERWRITING DISCOUNTS AND COMMISSIONS, FOR THE PURPOSE OF COVERING
OVER-ALLOTMENTS, IF ANY. IF THE UNDERWRITERS EXERCISE SUCH OPTION IN
FULL, THE TOTAL PRICE TO PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS,
AND PROCEEDS TO THE COMPANY WILL BE $ , $ AND $ ,
RESPECTIVELY. SEE "UNDERWRITING."
------------------------

THE SHARES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITERS NAMED HEREIN AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS
BY SHEARMAN & STERLING, COUNSEL FOR THE UNDERWRITERS. IT IS EXPECTED THAT THE
DELIVERY OF THE SHARES WILL BE MADE ON OR ABOUT , 1997 AT THE OFFICES
OF MORGAN STANLEY & CO. INCORPORATED, NEW YORK, N.Y., AGAINST PAYMENT THEREFOR
IN IMMEDIATELY AVAILABLE FUNDS.
-------------------

MORGAN STANLEY DEAN WITTER

BT ALEX. BROWN

GOLDMAN, SACHS & CO.

ROBERTSON, STEPHENS & COMPANY

, 1997.
<PAGE>
Inside the front cover of the document, located in the upper left hand
corner, appears the Company's logo. Underneath the logo is a caption that reads
TRAMMELL CROW COMPANY. Below that appears the following paragraph.

[Text]

Immediately below the paragraph are the logos of the following selected
customers of the Company:

[Logos]

Opening the cover is a gate-fold of a map of the United States containing
symbols representing the Company's office locations.

To the right of the map of the United States is a map of the world showing
the Company's coverage in broad market segments through its relationship with
Trammell Crow International.

Below the maps is a graphic enumerating the five lines of business of the
Company.

Below the five business lines are photographs depicting various aspects of
the Company's business.

------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE SHARES OF COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

------------------------

UNTIL , 1997 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

------------------------

For investors outside of the United States: No action has been or will be
taken in any jurisdiction by the Company or any Underwriter that would permit a
public offering of the Common Stock or possession or distribution of this
Prospectus in any jurisdiction where action for that purpose is required, other
than in the United States. Persons into whose possession this Prospectus comes
are required by the Company and the Underwriters to inform themselves about and
to observe any restrictions as to the offering of the Common Stock and the
distribution of this Prospectus.

------------------------

In this Prospectus references to "dollar" and "$" are to United States
dollars, and the term "United States" or "U.S." means the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.

------------------------

TABLE OF CONTENTS
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PAGE
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Prospectus Summary............................. 4
Risk Factors................................... 13
The Company.................................... 20
Use of Proceeds................................ 24
Dividend Policy................................ 24
Capitalization................................. 25
Dilution....................................... 26
Selected Consolidated Financial Data........... 27
Pro Forma Consolidated Financial Statements.... 29
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 34

<CAPTION>
PAGE
---------
<S> <C>
Business....................................... 45
Management..................................... 60
Certain Transactions........................... 68
Principal Stockholders......................... 74
Description of Capital Stock................... 75
Shares Eligible for Future Sale................ 80
Certain U.S. Federal Tax Considerations for
Non-U.S. Holders of Common Stock............. 81
Underwriting................................... 84
Legal Matters.................................. 87
Experts........................................ 87
Additional Information......................... 87
Index to Financial Statements.................. F-1
</TABLE>

------------------------

The Company intends to furnish to its stockholders annual reports containing
consolidated financial statements audited by an independent public accounting
firm and quarterly reports for the first three quarters of each fiscal year
containing interim unaudited financial information.

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PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, AND
SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS.
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF
RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, THOSE DISCUSSED IN THIS
PROSPECTUS UNDER THE CAPTIONS "RISK FACTORS," "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS."
PROSPECTIVE INVESTORS IN THE COMMON STOCK SHOULD CAREFULLY CONSIDER THE SPECIFIC
MATTERS SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 13 AS WELL AS THE OTHER
INFORMATION AND DATA CONTAINED IN THIS PROSPECTUS. THE COMPANY IS A DELAWARE
CORPORATION THAT WAS FORMED IN AUGUST 1997 TO BECOME THE SUCCESSOR TO TRAMMELL
CROW COMPANY, A TEXAS CLOSE CORPORATION (THE "PREDECESSOR COMPANY"). PRIOR TO
THE SALE OF THE SHARES OF COMMON STOCK IN THE OFFERING, A WHOLLY-OWNED
SUBSIDIARY OF THE COMPANY WILL BE MERGED WITH AND INTO THE PREDECESSOR COMPANY
(THE "REINCORPORATION MERGER"), WITH THE PREDECESSOR COMPANY SURVIVING THE
MERGER AS A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY. UNLESS THE CONTEXT OTHERWISE
REQUIRES, ALL REFERENCES TO THE "COMPANY" OR "TRAMMELL CROW" IN THIS PROSPECTUS
ARE TO THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS THEY WILL BE CONSTITUTED
IMMEDIATELY FOLLOWING THE REINCORPORATION MERGER AND CERTAIN OTHER TRANSACTIONS
EFFECTED SIMULTANEOUSLY WITH THE REINCORPORATION MERGER (COLLECTIVELY, THE
"REINCORPORATION TRANSACTIONS"). SEE "THE COMPANY--REINCORPORATION
TRANSACTIONS." ALL REFERENCES TO "EBITDA" IN THIS PROSPECTUS ARE TO EARNINGS
BEFORE INTEREST, INCOME TAXES, DEPRECIATION AND AMORTIZATION, ROYALTY AND
CONSULTING FEES AND PROFIT SHARING. UNLESS OTHERWISE INDICATED, THE INFORMATION
IN THIS PROSPECTUS ASSUMES (I) THAT THE OVER-ALLOTMENT OPTION GRANTED TO THE
UNDERWRITERS IS NOT EXERCISED AND (II) AN INITIAL PUBLIC OFFERING PRICE OF
$ PER SHARE (WHICH REPRESENTS THE MIDPOINT OF THE RANGE ON THE COVER PAGE
OF THIS PROSPECTUS).

THE COMPANY

COMPANY OVERVIEW

Trammell Crow Company is one of the largest diversified commercial real
estate services companies in the United States. Through the Company's 140
offices in the United States and Canada and its relationship with Trammell Crow
International, which has nine offices in Europe, Asia and South America, the
Company is organized to deliver a comprehensive range of service offerings, on a
worldwide basis, to clients which include leading multinational corporations,
institutional investors and other users of real estate services. The Company has
established itself as a market leader in each of its primary businesses. The
Company is the largest commercial property manager in the United States and has
held that position for the past eight years. In 1995 the Company was one of the
top five brokerage firms in the United States, measured in terms of the number
of transactions facilitated, and was the largest provider of facilities
management services (the Company's primary infrastructure management product),
measured in terms of square feet of property managed. In 1995 the Company was
also the fourth largest commercial property developer in the United States,
measured in terms of square feet under construction. Retail services, the
Company's newest business, is poised for growth following the acquisition of a
leading services provider. The Company, which is headquartered in Dallas, Texas,
was founded in 1948 by Mr. Trammell Crow. From its founding through the 1980's,
the Company's primary business was the development and management of industrial,
office and retail projects. In 1991 the Company was reconstituted as a real
estate services company. For the year ending December 31, 1996, the Company's
total revenues were $255.5 million, and its earnings before interest, taxes,
depreciation and amortization, royalty and consulting fees and profit sharing
were $48.9 million. These results represented increases of 12.4% and 52.7%,
respectively, over the prior year. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

4
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properties managed by the Company. The brokerage services business advises
buyers, sellers, landlords and tenants in connection with the sale and leasing
of office, industrial and retail space and land. Infrastructure management
entails providing comprehensive day-to-day occupancy related services,
principally to large corporations which occupy commercial facilities in multiple
locations. Specific infrastructure management services include administration,
day-to-day maintenance and repair of client occupied facilities and strategic
functions such as space planning, relocation coordination, facilities management
and portfolio management. The development and construction services provided by
the Company include financial planning, site acquisition, procurement of
approvals and permits, design and engineering coordination, construction bidding
and management and tenant finish coordination, project close-out and user move
coordination, general contracting and project finance advisory services. The
Company's retail services business provides tenant representation, disposition,
development and financial services to national and global retail customers.

On August 22, 1997, the Company acquired the business of Doppelt & Company
("Doppelt"), a Cleveland, Ohio-based company that has specialized in both new
store roll out strategies and problem real estate disposition services. The
Company considers Doppelt to be one of the premier retail tenant representation
and disposition firms in the country. The Company believes that this acquisition
significantly increases the scale and improves the quality of the Company's
existing retail services business, and will provide the basis for future growth
of this important new business. See "The Company--Recent Developments."

COMPETITIVE ADVANTAGES

The Company believes that it holds several important competitive advantages
in the real estate services industry.

COMPREHENSIVE SERVICE OFFERINGS. The Company offers a comprehensive menu of
services designed to provide its clients with single-point solutions to all of
their commercial real estate services needs. The Company believes that its broad
service offerings give it a critical advantage in an industry where many
competitors offer fewer services. By offering a full array of services, the
Company is able to maximize the effect it has on its clients' businesses while
becoming highly integrated into its clients' operations. Further, the Company's
comprehensive service offerings decrease the Company's economic exposure to a
downturn in any one of its primary businesses.

CLIENT FOCUS. The Company is organized to meet all of its clients' real
estate services needs. This orientation has commonly allowed the Company to
commence client relationships by offering a single service and later expand
these relationships through an understanding of the client's business and its
highly specific service requirements. For example, since 1994, 72% of the
Company's twenty-five largest infrastructure management clients (measured in
revenues generated over that period) have expanded the number of services
outsourced to the Company. Moreover, the Company has carefully selected the
criteria--such as industry, geographic location and property type--which it
applies in actively seeking new client engagements in each of its core
businesses, thereby concentrating its efforts in areas where it can provide
maximum value-added services.

GEOGRAPHIC SCOPE. The Company's 140 offices in the United States and
Canada, together with its relationship with Trammell Crow International, which
has nine offices in Europe, Asia and South America, have allowed the Company to
develop and maintain extensive knowledge of local real estate markets across the
United States and in selected markets around the world. Over 87% of the
Company's employees are based in markets other than Dallas, Texas, where the
Company's executive offices are located. The broad geographic scope provided by
this local office network allows the Company to serve as a single-source, full
service provider to multinational corporations and institutional investors with
real estate interests that span regional and national boundaries. The broad
geographic service area covered by the Company also tends to limit its exposure
to an economic downturn in any single market, which provides it

5
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with a competitive advantage over regional firms that operate in a more limited
number of geographic areas.

TECHNOLOGY. The Company is developing extensive technology applications to
better meet customer needs, principally through enhanced sharing of vital market
information and through proprietary applications designed to provide
significantly enhanced control over clients' real estate related expenses. For
example, the Company is developing an intranet resource library ("CrowsNEST")
which uses a database of field resources and related information to aid in
managing clients' real estate assets. With this technology, Company personnel
will be able to connect to CrowsNEST to access information from each of the
Company's 140 offices in the United States and Canada. This information will
include lists of property owners, tenants and vendors and financial information
for each property managed by the Company. In addition, clients may be allowed to
connect to CrowsNEST via modem to access information on industry practices or
standards.

The Company is developing a centralized call center strategy designed to
provide responses to customer needs 24 hours a day. This service will leverage
human assets and technology to deliver required support and coverage to
properties that were previously managed from several distinct service locations.
The Company has also developed the architecture for a proprietary total
occupancy cost management system using applications that are connected and
distributed across the Company's local area and wide area networks. This system
is designed to provide centralized and comprehensive cost studies and analyses
on building portfolios to customers.

MANAGEMENT/PERSONNEL. The Company believes that a key component of its
success is the experience and quality of its management team and the employees
that comprise the network through which the Company serves its clients. The
Company's 18 member operating committee has an average of approximately 13 years
of experience with the Company. Moreover, the Company has experienced very low
turnover among this senior management group. The Company believes this low
turnover is linked to its collegial internal culture and a long-standing effort
to promote talented individuals from within the organization. The Company also
believes that its growth strategy, incentive-based compensation and the high
level of ownership by Company insiders provides further motivation to achieve a
high level of performance. Immediately following the Offering, the members of
the Company's operating committee will own approximately % of the outstanding
Common Stock, and the total employee ownership of outstanding Common Stock will
be approximately %.

BUSINESS

PROPERTY MANAGEMENT SERVICES

The Company is the largest commercial property manager in the United States
and has held that position for the past eight years (based upon information
contained in NATIONAL REAL ESTATE INVESTOR'S annual "Top Property Managers
Survey"). The Company's property management service business currently serves
approximately 490 clients and 14,000 tenants nationwide through its locally
based property management teams present in 70 markets. In 1996, the Company
managed 207 million square feet of commercial property, and its property
management revenues were $90.2 million, down from $104.1 million in 1992. This
decline in revenues over the past five years has been outpaced by the increase
in revenues from the Company's other primary businesses. In 1992, revenues from
property management constituted 59.8% of the Company's total revenue, but by
1996 they represented just 35.3% of the Company's total revenues.

BROKERAGE SERVICES

6
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$72.1 million, or 28.2% of the Company's total revenues. In 1995, the Company
was ranked as one of five top brokerage firms nationally by COMMERCIAL PROPERTY
NEWS, measured in terms of the number of transactions facilitated. In 1996, the
Company facilitated 7,317 sales and lease transactions. The Company currently
employs 250 brokers, having added 104 brokerage professionals with an average of
approximately nine years of experience since the beginning of 1995.

INFRASTRUCTURE MANAGEMENT SERVICES

The Company is a leading provider of infrastructure management services to
major corporations in the United States and Canada. According to COMMERCIAL
PROPERTY NEWS, in 1995 the Company was the largest provider of facilities
management services (the Company's primary infrastructure management product) in
terms of square feet of property managed. The Company has established multi-year
relationships with its infrastructure management services clients, often
providing dedicated personnel on-site and integrating its accounting and
management information systems with those of its clients. The Company's
infrastructure management revenues have grown from $7.1 million in 1992 to $50.8
million in 1996, representing 19.9% of the Company's total 1996 revenues. As of
June 30, 1997, the Company served 53 infrastructure management clients utilizing
800 employees to service approximately 13,000 properties encompassing over 72
million square feet.

DEVELOPMENT AND CONSTRUCTION SERVICES

Since 1991, the Company has focused its efforts in the commercial real
estate development business on providing development and construction services
to third party build-to-suit customers and investors in office, industrial and
retail projects. While the Company has decreased its economic exposure to the
cyclical nature of the real estate investment markets by shifting to a service
oriented approach, it has retained the capability to implement active and
sizeable development programs, primarily on behalf of its clients, but also for
its own account. Based upon information contained in the NATIONAL REAL ESTATE
INVESTOR'S 1996 Development Survey, in 1995 the Company was the fourth largest
commercial property developer in the United States, measured by square feet
under construction. In 1996, revenues from the Company's development and
construction business were $29.9 million (consisting of $22.7 million in service
revenues, $0.6 million in income from investments in unconsolidated subsidiaries
and $6.6 million in gain on disposition of real estate), representing 11.7% of
the total revenues for the Company. Since 1992, the Company has developed and
redeveloped approximately 33.6 million square feet of projects with aggregate
project costs of approximately $1.8 billion. In 1996, the Company started
approximately 12.4 million square feet of development projects with an estimated
aggregate cost of $626 million.

RETAIL SERVICES

Retail services is the Company's newest business, and is poised for
increased growth following the acquisition of a leading service provider. The
Company's retail services business focuses on providing comprehensive real
estate services to major retailers and retail real estate owners. In 1996, the
Company formed a subsidiary, Trammell Crow Retail Services, Inc. ("TCRS"), to
consolidate the focus of the Company's retail services management group and to
take better advantage of market growth opportunities. The Company believes that
by providing its full array of real estate services through TCRS, it is able to
better serve its national retail customers (who demand specialized property and
market knowledge) and compete with other service providers whose sole focus is a
retail customer base. In furtherance of its goal to be the leading national
retail real estate company, in August 1997 the Company acquired the business of
Doppelt & Company, which the Company considers to be one of the premier national
tenant representation firms in the United States. Doppelt has been in operation
since 1981 and has specialized in supplementing or, in some cases, replacing the
real estate departments of retail companies by providing tenant representation
and lease disposition services to clients such as OfficeMax, Homeplace, TJX and
General Nutrition Centers. The Company's revenues from retail services in 1996
were $2.4 million,

7
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representing 0.9% of the Company's total revenues for 1996. After giving pro
forma effect to the Doppelt Acquisition as of January 1, 1996, the Company's
revenues from its retail service business in 1996 would have been $11.4 million.

GROWTH STRATEGY

After completion of the Offering, the Company intends to pursue growth
opportunities by capitalizing upon its existing areas of expertise, its
long-standing client relationships and the broad industry trends now affecting
the market. Key elements of its growth strategy are as follows:

EXPAND CLIENT RELATIONSHIPS. Many of the Company's existing clients have
substantial real estate and occupancy costs in numerous locations, and therefore
represent the most immediate opportunity to increase revenues through
cross-selling the services offered by the Company. The Company has made numerous
successful efforts to capitalize on this opportunity, including the
establishment of a national client initiative which targets potential client
engagements based upon a customer profile that considers criteria such as the
industry, geographic location and type of property used by the client. Based on
a review conducted in late 1995, the Company identified 15 existing customers of
significant strategic importance, and has made substantial efforts to expand the
base of business generated from these customers. As a result, the Company has
increased the square feet under management for these clients by 11.3 million
square feet, or 12.9%, to 99.1 million square feet in 1996 from 87.8 million
square feet in 1995. Of the 91 discrete assignments secured from these major
customers in 1996, seventeen were awarded in cities where the Company previously
did not serve the client making the assignment. Through June 30, 1997, these 15
customers have awarded 43 new business assignments to the Company in 1997.

EXPAND THE BREADTH OF SERVICE OFFERINGS. Since its reconstitution as a real
estate services company in 1991, the Company has continuously sought to expand
and enhance its breadth of service offerings, principally through internal
measures such as the creation of new service businesses. For example, based on
its long-standing position as a premier property management company, the Company
was well positioned to take advantage of the trend toward outsourcing of real
estate services. This led to creation of the Company's infrastructure management
business, which provided 19.9% of the Company's total revenues in 1996, up from
4.1% in 1992.

CO-INVESTMENT. The Company will also focus on expansion of its efforts to
make selective co-investments of capital alongside corporate and institutional
clients. Through this effort, the Company intends to leverage its relationships
with these clients and to use its extensive knowledge of the real estate
industry to create new opportunities to invest capital. The Company believes
that its knowledge of local real estate markets and its experience in each of
its primary service businesses provide it with an advantage in identifying and
evaluating investment opportunities. The Company will seek co-investments that
generate investment returns while still allowing the Company to earn fees in
exchange for services provided in the development, operation and management of
the project. After the Offering, the Company will have the additional financial
flexibility to pursue a controlled and highly disciplined approach to investment
and co-investment.

ACQUISITIONS AND JOINT VENTURES. In addition to pursuing internal growth,
the Company is committed to a strategy of selective acquisitions of
complementary businesses. For example, the Company recently acquired the
business of Doppelt, which the Company considers to be one of the premier
national retail tenant representation firms in the country. Through this
acquisition, the Company has elevated itself to a leadership position in both
the tenant representation and disposition businesses, and anticipates expanding
its presence in these businesses through its recruiting activities at a local
level. The Company continuously surveys the marketplace for other potential
acquisitions which might further enhance the quality or the breadth of services
it can offer clients.

8
<PAGE>
REINCORPORATION TRANSACTIONS

The Company was formed in August, 1997 to convert the legal form in which
the Predecessor Company's business and operations are held from a Texas close
corporation to a Delaware corporation. Immediately prior to the closing of the
Offering, a wholly-owned subsidiary of the Company will be merged with and into
the Predecessor Company, with the Predecessor Company surviving the
Reincorporation Merger. Prior to the consummation of the Reincorporation
Transactions, the Company will have minimal assets and conduct no operations
other than in connection with the Reincorporation Transactions and the Offering.
Following the Reincorporation Merger and other transactions effected
simultaneously with the Reincorporation Merger, the Company will function as a
holding company and its business and operations will be conducted through its
wholly-owned operating subsidiaries. The Company is undertaking these
transactions to facilitate access to capital markets, provide greater
flexibility for acquisitions and create longer-term liquidity for its
stockholders. See "The Company--Reincorporation Transactions."

9
<PAGE>
THE OFFERING

All of the shares of Common Stock offered hereby are being sold by the
Company.

<TABLE>
<S> <C>
Common Stock offered............. shares

Common Stock to be outstanding
after the Offering............. shares (1)

Use of Proceeds.................. To repay certain outstanding indebtedness of the
Company, to fund certain of the Company's co-investment
activities, to finance the Company's investment in
certain information and technology infrastructure
systems and for general corporate purposes, including
potential acquisitions and working capital. See "Use
of Proceeds."
Proposed New York Stock Exchange
Symbol.........................
</TABLE>

- ------------------------

(1) Excludes an aggregate of: (i) shares of Common Stock issuable upon
exercise of options with an exercise price of $ per share granted by the
Predecessor Company pursuant to its 1997 Stock Option Plan (the "Assumed
Option Plan" or the "1997 Option Plan") and assumed by the Company in
connection with the Reincorporation Transactions, all of which will vest
upon the closing of the Offering and become exercisable 30 days thereafter;
(ii) shares of Common Stock issuable upon exercise of options to be
granted under the Company's 1997 Long-Term Incentive Plan (the "Long-Term
Incentive Plan") as of the Offering, all of which will have an exercise
price equal to the initial public offering price and will vest in equal
increments on each of the first three anniversaries of the date of grant;
and (iii) shares of Common Stock reserved for future grants or awards
under the Long-Term Incentive Plan. See "Management--Long-Term Incentive
Plan" and
"--Assumed Option Plan."

RISK FACTORS

Prospective investors should consider the factors discussed in detail
elsewhere in this Prospectus under the caption "Risk Factors."

10
<PAGE>
SUMMARY FINANCIAL INFORMATION

The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Pro Forma Consolidated Financial Statements" and the historical
financial statements and notes thereto of the Predecessor Company and the
Company included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------------------ --------------------
1996 PRO
FORMA AS
1992 1993 1994 1995 1996 ADJUSTED(1) 1996 1997
--------- --------- --------- --------- --------- ----------- --------- ---------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Property management services..... $ 104,104 $ 90,954 $ 99,609 $ 92,970 $ 90,179 $ 90,179 $ 44,498 $ 43,842
Brokerage services............... 40,540 47,299 48,652 61,960 72,095 72,095 27,925 36,918
Infrastructure management
services....................... 7,145 16,401 27,063 38,681 50,836 50,836 21,384 29,559
Development and construction
services....................... 18,468 14,377 12,792 20,382 22,732 22,732 10,066 12,949
Retail services.................. -- 1,306 1,966 1,510 2,393 11,385 706 495
Income from unconsolidated
subsidiaries................... -- 465 3,141 114 594 594 155 1,226
Gain on disposition of real
estate......................... 2,712 -- 4,646 5,026 6,630 6,630 3,130 1,729
Other............................ 1,090 3,759 3,039 6,559 9,996 9,937 2,832 3,624
--------- --------- --------- --------- --------- ----------- --------- ---------
Total revenues................... 174,059 174,561 200,908 227,202 255,455 264,388 110,696 130,342
Total operating costs and
expenses....................... 158,081 161,184 178,684 203,175 215,421 218,047 97,228 115,898
--------- --------- --------- --------- --------- ----------- --------- ---------
Income before profit sharing..... 15,978 12,479 22,224 24,027 40,034 46,341 13,468 14,444
Profit sharing................... 11,086 8,292 16,562 15,893 20,094 692 6,936 7,418
--------- --------- --------- --------- --------- ----------- --------- ---------
Income before income taxes....... 4,892 4,187 5,662 8,134 19,940 45,649 6,532 7,026
Income taxes..................... 2,513 1,854 2,636 3,793 7,826 17,809 2,564 2,740
--------- --------- --------- --------- --------- ----------- --------- ---------
Income before extraordinary
gain........................... 2,379 2,333 3,026 4,341 12,114 27,840 3,968 4,286
Extraordinary gain............... 500 188 782 -- -- -- -- --
--------- --------- --------- --------- --------- ----------- --------- ---------
Net income....................... $ 2,879 $ 2,521 $ 3,808 $ 4,341 $ 12,114 $ 27,840 $ 3,968 $ 4,286
--------- --------- --------- --------- --------- ----------- --------- ---------
--------- --------- --------- --------- --------- ----------- --------- ---------
Pro forma as adjusted earnings
per share (2).................. $
-----------
-----------
OTHER DATA:
EBITDA(3)........................ $ 21,112 $ 16,969 $ 29,687 $ 32,033 $ 48,915 $ 51,491 $ 17,071 $ 19,403
Cash provided by (used in)
operating activities........... (6,342) 7,556 15,907 10,648 25,148 39,817 (5,878) (12,274)
Cash provided by (used in)
investing activities........... 2,499 (1,974) (2,748) (646) (5,019) (5,033) (1,001) (396)
Cash provided by (used in)
financing activities........... (6,699) (4,412) 93 (5,457) (1,779) (2,054) (4,357) (7,160)

1997 PRO
FORMA AS
ADJUSTED(1)
-----------

<S> <C>
STATEMENT OF INCOME DATA:
Property management services..... $ 43,842
Brokerage services............... 36,918
Infrastructure management
services....................... 29,559
Development and construction
services....................... 12,949
Retail services.................. 4,384
Income from unconsolidated
subsidiaries................... 1,226
Gain on disposition of real
estate......................... 1,729
Other............................ 3,528
-----------
Total revenues................... 134,135
Total operating costs and
expenses....................... 117,623
-----------
Income before profit sharing..... 16,512
Profit sharing................... 49
-----------
Income before income taxes....... 16,463
Income taxes..................... 6,304
-----------
Income before extraordinary
gain........................... 10,159
Extraordinary gain............... --
-----------
Net income....................... $ 10,159
-----------
-----------
Pro forma as adjusted earnings
per share (2).................. $
-----------
-----------
OTHER DATA:
EBITDA(3)........................ $ 19,887
Cash provided by (used in)
operating activities........... 18,192
Cash provided by (used in)
investing activities........... (405)
Cash provided by (used in)
financing activities........... (7,551)
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
----------------------
DECEMBER 31, PRO FORMA
----------------------------------------------------- AS
1992 1993 1994 1995 1996 ACTUAL ADJUSTED(4)
--------- --------- --------- --------- --------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents......................... $ 21,188 $ 22,358 $ 35,610 $ 40,155 $ 58,505 $ 38,675 $ 53,418
Total assets...................................... 53,162 55,774 99,867 114,315 194,314 140,502 185,423
Long-term debt.................................... 10,851 8,425 9,762 7,065 12,361 13,585 2,694
Notes payable on real estate held for sale........ -- -- 22,914 13,182 67,810 32,551 32,551
Deferred compensation............................. 10,450 14,661 21,468 25,883 20,963 28,381 15,256
Total liabilities................................. 40,818 43,767 85,516 95,090 160,018 107,968 85,861
Minority interest................................. 127 27 278 3,932 3,294 5,378 5,378
Stockholders' equity.............................. 12,217 11,980 14,074 15,293 31,002 27,156 94,184
</TABLE>

11
<PAGE>
- ------------------------------

(1) As adjusted to give effect to the Doppelt Acquisition, the Reincorporation
Transactions and the sale of $75.0 million of Common Stock by the Company in
the Offering and the receipt and application of the net proceeds therefrom,
as though they had occurred on January 1, 1996. See "Use of Proceeds," "The
Company--Reincorporation Transactions" and "--Recent Developments."

(2) Pro forma as adjusted earnings per share is based upon and
weighted average shares of Common Stock outstanding at June 30, 1997 and
December 31, 1996, respectively, which includes shares of Common Stock
to be issued in connection with the Reincorporation Transactions,
shares of Common Stock to be issued in the Offering and the effect of
options issued under the Assumed Option Plan. See "The
Company--Reincorporation Transactions" and "Underwriting."

(3) EBITDA represents earnings before interest, income taxes, depreciation and
amortization, royalty and consulting fees and profit sharing. Management
believes that EBITDA can be a meaningful measure of the Company's operating
performance, cash generation and ability to service debt. However, EBITDA
should not be considered as an alternative either to: (i) net earnings
(determined in accordance with generally accepted accounting principles
("GAAP")); (ii) operating cash flow (determined in accordance with GAAP); or
(iii) liquidity. There can be no assurance that the Company's calculation of
EBITDA is comparable to similarly titled items reported by other companies.

(4) As adjusted to give effect to the Doppelt Acquisition, the Reincorporation
Transactions and the sale of $75.0 million of Common Stock in the Offering
and the receipt and application of the net proceeds therefrom, as though
they had occurred on June 30, 1997. See "Use of Proceeds" and "The
Company--Reincorporation Transactions" and "--Recent Developments."

12
<PAGE>
RISK FACTORS

AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY AND
SHOULD CONSIDER, AMONG OTHER THINGS, THE RISKS INHERENT IN AND AFFECTING THE
COMPANY'S BUSINESS DESCRIBED BELOW AND THROUGHOUT THIS PROSPECTUS. THIS
PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINTY. ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER
MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
THE RISK FACTORS SET FORTH BELOW AND OTHER FACTORS DISCUSSED ELSEWHERE IN THIS
PROSPECTUS. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS" BELOW.

ECONOMIC CONDITIONS; REAL ESTATE MARKET CONDITIONS

Periods of economic slowdown or recession, rising interest rates or
declining demand for real estate could adversely affect certain portions of the
Company's business. Such economic conditions could result in a general decline
in rents which in turn would adversely affect revenue from property management
fees (which in most cases are calculated as a percentage of the revenue
generated by the property under management) and commissions or fees derived from
property sales and leases (which are typically based on the sale price or lease
revenue commitment, respectively). Such conditions could also lead to a decline
in sale prices as well as a decline in availability of and demand for capital
invested in commercial real estate and related assets. A decline in the
availability of capital for real estate-related investment would reduce
development activity, thereby potentially reducing the Company's development
revenues and other revenues that are derived in part from development activity
(for example, project leasing and property management revenues).

The condition of the real estate market tends to be cyclical and related to
the condition of the economy as a whole or, at least, to the perceptions of
investors and users as to the economic outlook. The sharp downturn in the
commercial real estate market in the early 1990s has caused and may continue to
cause some property owners to dispose of their properties or to lose them
through foreclosures. A change in the ownership of properties, including
acquisition of properties by self-managed REITs, may be accompanied by a change
in property and investment management firms and could cause the Company to lose
property and investment management agreements or make the agreements retained
less profitable. See "Business."

DEALINGS WITH AND RELIANCE ON AFFILIATES; POTENTIAL CONFLICTS OF INTEREST

For the year ended December 31, 1996, the Company's largest customer in
terms of revenues was Crow Realty Investors, L.P. d/b/a Crow Investment Trust,
which is wholly owned by certain affiliates and descendants of Mr. Trammell
Crow. Crow Investment Trust accounted for approximately 8.9% of the Company's
revenues for such period. Although the Company believes that its transactions
with Crow Investment Trust and related parties are on terms no less favorable to
the Company than those that could have been obtained from third parties, there
can be no assurance that these parties will continue to transact business with
the Company or that their ownership positions with the Company will not
influence the terms on which they transact business with the Company in the
future. This relationship, coupled with the significant ownership of Common
Stock and the conduct of other significant real estate-related activities by
Crow Investment Trust and other affiliates and descendants of Mr. Trammell Crow
outside the Company, could give rise to conflicts of interest.

Among other investment or development activities, Crow Investment Trust and
its affiliates engage in the business of acquiring and developing office,
industrial and retail facilities, whether as single projects or through multiple
project investment fund vehicles, and perform asset or portfolio management
services for these projects. In some instances these activities are directly
competitive with the Company's activities. While, as part of the Reincorporation
Transactions, the Company and Crow Family Partnership, L.P., an affiliate of
Crow Investment Trust, have agreed to enter into a License Agreement designed to
limit the

13
<PAGE>
possible confusion that may be caused in the marketplace by the parties
conducting business in competition with each other, there can be no assurance
that the respective activities of the Company and Crow Investment Trust will not
cause a conflict with a major customer of the Company or create confusion in the
various real estate or capital markets in which they both do business. See
"Business--Trademarks" and "Certain Transactions."

The Company has implemented a policy requiring any material transaction (or
series of related transactions) between the Company and related parties to be
approved by a majority of the directors who have no beneficial or economic
interest in such related party ("disinterested directors"), upon such directors'
determination that the terms of the transaction are no less favorable to the
Company than those that could have been obtained from unrelated third parties.
The policy defines a material related party transaction (or series of related
transactions) as one involving a purchase, sale, lease or exchange of property
or assets or the making of any investment with a value to the Company in excess
of $1 million or a service agreement (or series of related agreements) with an
annual value in any fiscal year in excess of $1 million. There can be no
assurance that this policy will be successful in eliminating potential conflicts
of interest. See "Certain Transactions."

CONTROL BY EXISTING STOCKHOLDERS; INTERLOCKING RELATIONSHIPS

Immediately after the Offering, directors, officers and other employees of
the Company and its affiliates will beneficially own approximately % of the
Common Stock outstanding and, thus, will be able to control the affairs and
policies of the Company and be able to approve or disapprove any matters
submitted to a vote of the stockholders, including the election of directors.
Such concentration of ownership could have the effect of delaying or preventing
a change in control of the Company. See "Description of Capital Stock" and
"Principal Stockholders."

RISKS ASSOCIATED WITH RAPID GROWTH

The Company intends to continue to pursue an aggressive growth strategy by
increasing revenues from existing clients, expanding the breadth of its service
offerings, seeking selective co-investment opportunities and pursuing strategic
acquisitions. The Company expects that any significant growth will place demands
on its managerial, administrative, operational and financial resources. The
Company's future success and profitability will depend, in part, on its ability
to attract and retain qualified managers and other personnel, successfully
implement enhancements to its management and operating systems and secure
adequate financing for capital expenditures. There can be no assurance that the
Company will be able to so manage any significant expansion of its operations
successfully or secure adequate financing on terms favorable to the Company, if
at all. See "Business."

RISKS ASSOCIATED WITH FUTURE ACQUISITIONS

On August 22, 1997, the Company completed the Doppelt Acquisition. See "The
Company--Recent Developments." As part of its overall strategy, the Company
intends to pursue other strategic acquisitions. There can be no assurance that
the Company will be able to identify and acquire businesses on terms favorable
to the Company. Any such acquisitions would be accompanied by the risks commonly
encountered in such transactions, including the diversion of management
attention to the assimilation of the operations and personnel of the acquired
businesses, potential adverse short-term effects on the Company's operating
results, integration of financial and other administrative systems, amortization
of any acquired intangible assets, the maintenance of uniform standards,
controls, procedures and policies and the impairment of relationships with
employees and customers as a result of any integration of new personnel and new
customers with potential conflicts. A substantial portion of the Company's
capital resources could be used for such acquisitions. Moreover, the Company may
require additional debt or equity financing for such acquisitions, which may not
be available on terms favorable to the Company, if at all. There can be no
assurance that the Company would be successful in overcoming these risks or any

14
<PAGE>
other problems encountered in connection with such acquisitions or that carrying
out such acquisitions will not have a material adverse effect on the Company's
business, financial condition or results of operations. See "Business."

RISKS ASSOCIATED WITH REAL ESTATE INVESTMENT AND CO-INVESTMENT ACTIVITIES

The Company intends to use the increased financial flexibility created by
the Offering to expand its real estate investment and co-investment activities.
The Company's increased participation as a principal in real estate investments
could increase fluctuations in the Company's net earnings and cash flow. The
Company's investments and co-investments also inherently involve the risk of
loss of the Company's investment. Moreover, in certain of these investments, the
Company will not have complete discretion to control the timing of the
disposition of such investments and, as a result, the recognition of any related
gain or loss. In the ordinary course of the Company's development and
construction business, the Company also assumes recourse obligations for
construction financing. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

COMPETITION

The Company competes in several market segments within the commercial real
estate industry, each of which is highly competitive on a national and a local
level. Depending on the market segment, the Company faces competition from other
real estate services providers, consulting firms and in-house corporate real
estate and infrastructure management departments. Some of the Company's
principal competitors in certain of these market segments have capabilities and
financial resources equal to or greater than those of the Company and a broader
global presence. Many of the Company's competitors are local or regional firms
which are smaller than the Company on an overall basis, but may be substantially
larger than the Company on a local or regional basis. The Company has faced
increased competition in recent years which has, in some cases, resulted in
lower service fees, or compensation arrangements more closely aligned with the
Company's performances in rendering services to its clients. In recent years,
there has also been a significant increase in the number of REITs which
self-manage their real estate assets. Continuation of this trend could decrease
the demand for services offered by the Company, and thereby increase
competition. In general, the Company expects the industry to become increasingly
competitive in the future. There can be no assurance that such competition will
not have a material adverse effect on the Company's business, financial
condition or results of operations. See "Business--Competitive Environment."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

Upon completion of the Offering, the Company will have shares of
Common Stock outstanding ( if the Underwriters exercise in full the
over-allotment option). The shares sold in the Offering ( if the
Underwriters exercise in full the over-allotment option) will be freely
tradeable without restriction or further registration under the Securities Act
of 1933 (the "Securities Act"), except for shares held by "affiliates" of the
Company. The shares to be held by the stockholders of the Company upon
consummation of the Reincorporation Transactions will be deemed to be
"restricted securities," as that term is defined in Rule 144 under the
Securities Act ("Rule 144"), in that such shares were issued in private
transactions not involving a public offering. None of such shares will be
eligible for sale under Rule 144 prior to the first anniversary of the closing
of the Reincorporation Transactions. The Company intends to file a registration
statement on Form S-8 with respect to the shares which will underlie
options granted under the Assumed Option Plan, all of which will become
exercisable 30 days following the closing of the Offering, and shares
reserved for issuance under the Long-Term Incentive Plan, including shares
of Common Stock underlying options which the Company expects to award to certain
employees and directors as of the closing of the Offering and which will vest in
equal increments on each of the first three anniversaries of the date of grant.
Shares so registered could be sold

15
<PAGE>
in the public market by such holders at any time on or after the date such
registration statement becomes effective.

The Company, each of the Company's stockholders immediately following the
consummation of the Reincorporation Transactions and the holders of options
issued pursuant to the Assumed Option Plan will enter into lock-up agreements
with the Underwriters not to sell or otherwise dispose of any of their shares of
Common Stock for a period of 180 days from the date of this Prospectus without
the prior consent of Morgan Stanley & Co. Incorporated (the "Lock-up
Agreements"). Certain stockholders of the Company will be entitled to request
the Company to file, beginning one year after the date of this Prospectus, one
or more registration statements under the Securities Act with respect to the
resale by such stockholders of all shares of Common Stock owned at that time by
such stockholders. Shares so registered could be sold in the public market by
such stockholders at any time on or after the date such registration statement
is declared effective. See "Description of Capital Stock--Registration Rights of
Certain Holders."

No prediction can be made as to the effect, if any, that future sale of such
shares, or the availability of such shares for future sale, will have on the
market price for the Common Stock. See "Shares Eligible for Future Sale."

RECRUITING AND RETENTION OF QUALIFIED PERSONNEL

The Company's continued success is dependent to a significant degree upon
the efforts of its current executive officers and other key employees. The loss
or unavailability of the services of any of its key personnel could have a
material adverse effect on the Company. As the Company continues to grow, its
success will be largely dependent upon its ability to attract and retain
qualified personnel in all areas of its business, particularly management. There
can be no assurance that the Company will be able to continue to hire and retain
a sufficient number of qualified personnel to support its planned growth. If the
Company is unable to attract and retain such qualified personnel, it may be
forced to limit its growth, and its business and operating results could be
adversely affected. See "Management."

RELIANCE ON MAJOR CLIENTS AND CONTRACT RETENTION

A significant portion of the Company's revenues are derived from relatively
few clients. The Company's ten largest clients accounted for approximately 25.3%
of the Company's total revenues during 1996, with the five largest clients
accounting for 8.9%, 3.7%, 2.6%, 2.1% and 1.8%, respectively. The loss of one or
more of the Company's major clients could have a material adverse effect on the
Company.

The Company is substantially dependent on revenue received for services
performed under property management and infrastructure management contracts. For
the year ended December 31, 1996, revenue from property management and
infrastructure management contracts constituted approximately 35.3% and 19.9%,
respectively, of the Company's total revenue. Most of the Company's property
management contracts are cancelable for any reason upon 30 days notice by either
party. The Company's infrastructure management service contracts are typically
for initial terms of three to five years with options to renew. Accordingly,
contracts representing a significant percentage of revenues may be scheduled to
expire in any one year. While the Company has been successful in renewing a
significant portion of its contracts, there can be no assurance that the Company
will continue to be successful. Moreover, increased competition could cause the
Company's contracts to be renewed on less favorable terms. Failure of the
Company to continue to retain and renew its contracts on favorable terms could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Business."

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of many factors, including the
timing of transactions, the commencement of new contracts, revenue mix and the
timing of additional selling, general and administrative expenses to support

16
<PAGE>
new business activities. While the effects of seasonality on the Company's
business may be obscured by the addition of new clients or new programs for
existing clients, the Company's revenues tend to be lower in the first three
quarters of the fiscal year because its clients have demonstrated a tendency to
close transactions toward the end of their fiscal years (typically the calendar
year), which causes the Company to earn a significant portion of its revenues
under transaction-oriented service contracts in the last quarter of the fiscal
year. In addition, an increasing percentage of the Company's property management
and infrastructure management contracts provide for bonus payments if the
Company achieves certain performance targets. Such incentive payments are
generally earned in the fourth quarter. The Company plans its capital and
operating expenditures based on its expectations of future revenues and, if
revenues are below expectations in any given quarter, the Company may be unable
to adjust capital or operating expenditures in a timely manner to compensate for
any unexpected revenue shortfall, which could have an immediate material adverse
effect on the Company's business, financial condition and operating results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Quarterly Results of Operations and Seasonality."

ENVIRONMENTAL LIABILITY

Under various federal, state, local and foreign environmental laws,
ordinances and regulations ("Environmental Laws"), a current or previous owner
or operator of real property may be liable for the cost of removal or
remediation of hazardous or toxic substances, on, under or in such property.
Such laws often impose liability without regard to whether the owner or operator
knew of, or was responsible for, the release of such hazardous or toxic
substances. The presence of contamination from hazardous or toxic substances, or
the failure to remediate such contaminated property properly, may adversely
affect the owner's ability to sell or rent such real property or to borrow using
such real property as collateral. Persons who arrange for the disposal or
treatment of hazardous or toxic substances also may be liable for the cost of
removal or remediation of such substances at the disposal or treatment facility,
whether or not such facility is or ever was owned or operated by such person.
The operation and removal of certain underground storage tanks also are
regulated by federal and state laws. In connection with the ownership and
operation of its properties, including properties owned, leased or managed by
the Company, the Company could be held liable for the cost of remedial action
with respect to such regulated substances and storage tanks and claims related
to them. In addition to clean-up actions brought by federal, state and local
agencies, the presence of hazardous or toxic substances on a property also could
result in personal injury or similar claims by private plaintiffs. There can be
no assurance that federal, state and local agencies or private plaintiffs will
not bring such actions in the future, or that such actions, if adversely
resolved, would not have a material adverse effect on the Company's business and
results of operations. See "Business-- Environmental Liability."

ANTI-TAKEOVER CONSIDERATIONS

STAGGERED BOARD OF DIRECTORS. The Board of Directors is divided into three
classes serving staggered terms. The terms of the Company's Board of Directors
as constituted immediately following the Offering will expire in 1998, 1999 and
2000. The staggered terms of Directors may limit the ability of holders of
Common Stock to change control of the Company even if a change of control were
in such stockholders' best interests. This limitation may discourage offers or
other bids for the Common Stock at a premium over the market price thereof. See
"Description of Capital Stock--Anti-takeover Provisions."

CERTIFICATE OF INCORPORATION. The anti-takeover effect of certain
provisions of the Company's Certificate of Incorporation (the "Certificate of
Incorporation") may have the effect of delaying, deterring or preventing a
takeover of the Company that stockholders purchasing shares in the Offering may
consider to be in their best interest. The Company's Certificate of
Incorporation requires that stockholders follow an advance notification
procedure for certain stockholder nominations of candidates for the Board of
Directors and for certain other business to be conducted at any stockholders'
meeting. In addition, the

17
<PAGE>
Certificate of Incorporation authorizes the Board of Directors to issue up to
30,000,000 shares of preferred stock of the Company, par value $0.01 per share
("Preferred Stock"), having such rights, preferences and privileges as
designated by the Board of Directors, without stockholder approval. The issuance
of such Preferred Stock could inhibit a change of control. See "Description of
Capital Stock--Section 203 of the Delaware General Corporation Law."

DELAWARE ANTI-TAKEOVER STATUTE. Section 203 of the Delaware General
Corporation Law (the "DGCL"), which is applicable to the Company, restricts
certain business combinations with interested stockholders upon their acquiring
15% or more of the Common Stock. This statute may have the effect of inhibiting
a non-negotiated merger or other business combination involving the Company,
even if such event would be beneficial to the Company's stockholders. See
"Description of Capital Stock--Anti-takeover Provisions." This statute would not
prohibit the Company from entering into a business combination with any
stockholder who would otherwise have been deemed to become an "Interested
Stockholder" as a result of the Reincorporation Transactions.

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of the shares of Common Stock offered hereby will experience
immediate and substantial dilution in the net tangible book value per share of
their Common Stock from the initial public offering price and may incur
additional substantial dilution upon the exercise of stock options outstanding
immediately after the Offering. See "Dilution."

ABSENCE OF PUBLIC MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

There is currently no public market for the Common Stock. Although the
Company has made application to list the Common Stock on the New York Stock
Exchange, there can be no assurance that an active public market in the Common
Stock will develop or that the initial public offering price thereof will
correspond to the price at which the Common Stock will trade in the public
market subsequent to the Offering. The initial public offering price for the
Common Stock will be determined by negotiations among the Company and the
representatives of the Underwriters based on the factors described under
"Underwriting."

GOVERNMENT REGULATION

The Company and its brokers, salespersons and, in some instances, property
managers are regulated by the states in which they do business. These
regulations include licensing procedures, prescribed fiduciary responsibilities
and anti-fraud provisions. The Company's activities are also subject to various
federal and state fair advertising, trade, housing and real estate settlement
laws and regulations and are affected by laws and regulations relating to real
estate and real estate finance and development. In particular, a number of
states and localities have imposed environmental controls and zoning
restrictions on the development of real estate. The Company is also subject to
laws governing its relationship with employees, including minimum wage
requirements, overtime, working conditions and work permit requirements. Under
the Americans with Disabilities Act of 1990 (the "ADA"), all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. While the Company believes that its
properties in which it holds an equity interest are substantially in compliance
with these requirements, a determination that the Company is not in compliance
with the ADA could result in the imposition of fines or an award of damages to
private litigants.

18
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this
Prospectus, including without limitation statements containing the words
"believes," "anticipates," "expects" and words of similar import, may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, those set forth in this Prospectus under the captions "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business." Given these uncertainties,
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such statements or to publicly announce any updates or revisions to any of the
forward-looking statements contained herein to reflect any change in the
Company's expectation with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.

19
<PAGE>
THE COMPANY

BACKGROUND

The Company was founded in 1948 by Mr. Trammell Crow and consisted of a
collection of affiliated partnerships and corporations doing business as
"Trammell Crow Company" until 1991. From the Company's founding through the
1970s, the Company's primary business consisted of the development and
management of industrial warehouses. In the 1980s, the Company broadened its
commercial property asset base by expanding into retail and office projects,
while continuing to develop its industrial property business. By 1989, the
Company had evolved into the largest commercial real estate developer in the
United States, with industrial, office and retail projects that were valued at
more than $11 billion.

Following a severe recession in the United States commercial real estate
industry in the late 1980s, the Company determined that a restructuring was
necessary to continue the historic growth of its business despite the adverse
changes in the industry. This restructuring, completed in 1991, entailed the
separation of the Company's commercial real estate asset base and related
operations from its real estate services business. The Company, existing as a
Texas close corporation with a total capitalization of $18 million following the
restructuring, continued to operate the real estate services business while
ownership of the commercial real estate asset base was segregated into a number
of separate entities distinct from the Company, with independent management and
operations. While the Company no longer has an ownership interest in the
commercial real estate asset base, the entities owning such assets are
collectively one of the Company's largest post-restructuring service customers.

REINCORPORATION TRANSACTIONS

In connection with the Offering, the Company and TCC Merger Sub, Inc., a
wholly owned subsidiary of the Company ("Merger Sub"), will enter into a series
of transactions, as described below, to convert the legal form in which the
Predecessor Company's business and operations are held from a Texas close
corporation to a Delaware corporation.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated
as of August 22, 1997, among the Company, Merger Sub, the Predecessor Company,
Crow Family Partnership, L.P. ("Crow Family"), and J. McDonald Williams,
immediately prior to the closing of the Offering, Crow Family, which is
currently the Company's sole stockholder, will enter into a License Agreement
(herein so called) with the Company, pursuant to which Crow Family will transfer
to the Company, subject to certain quality standards, the perpetual right (the
"Trade Name License") to use the name "Trammell Crow Company," and variations
thereof, throughout the world. See "Certain Transactions--Royalty Agreement and
License Agreement." In exchange for the grant of the Trade Name License, the
Company will issue to Crow Family a number of shares of Common Stock (the "Trade
Name Shares") representing 8.26% of the number of shares of Common Stock
outstanding after giving effect to the Reincorporation Merger and the issuance
of the Trade Name Shares (the "Post-Merger Shares Outstanding").

Following the grant of the Trade Name License, Merger Sub will be merged
(the "Reincorporation Merger") with and into the Predecessor Company. As a
result of the Reincorporation Merger (i) the separate existence of Merger Sub
will cease, (ii) the Predecessor Company will survive the Reincorporation Merger
as a wholly-owned subsidiary of the Company, and (iii) all of the shares of the
Predecessor Company's common stock issued and outstanding immediately prior to
the effective time of the Reincorporation Merger (the "Effective Time") will be
converted into the right to receive, in the aggregate, 91.74% of the Post-Merger
Shares Outstanding. Upon completion of the Reincorporation Merger, the Company
and certain of its stockholders will enter into a Stockholders' Agreement. See
"Description of Capital Stock--Stockholders' Agreement." The Shareholders
Agreement previously entered into among the Predecessor Company and each of its
shareholders will be terminated.

20
<PAGE>
At the Effective Time, the Company will assume the Predecessor Company's
obligations with respect to all options issued by the Predecessor Company
pursuant to the Assumed Option Plan, and the Company will thereafter be
obligated to issue up to an aggregate of shares of Common Stock at a
price of $ per share upon the exercise of such options. All of such options
will vest upon the closing of the Offering and will become exercisable 30 days
thereafter. Because of the difference between the exercise price of each assumed
option and the initial price to the public in the Offering, the Company expects
to recognize a non-cash, non-recurring charge to earnings of approximately $26.4
million in the third quarter of its 1997 fiscal year.

At the Effective Time, the Royalty Agreement (herein so called) between Crow
Family and the Predecessor Company and all consulting arrangements entered into
between the Predecessor Company and each of Crow Family and J. McDonald
Williams, the Company's Chairman of the Board of Directors, will be terminated.
Prior to the termination of the Royalty Agreement and such consulting
arrangements, the Predecessor Company intends to make cash payments in an
aggregate amount of approximately $1,524,000 to Crow Family in partial
satisfaction of accrued royalty and consulting expenses. The Predecessor Company
has agreed that, no later than April 15, 1998, it will pay Crow Family all
unpaid amounts owed by the Company to Crow Family under the Royalty Agreement
and such consulting arrangements as of the date immediately preceding the date
of this Prospectus. The Predecessor Company has also agreed that, upon the
termination of its consulting arrangements with Mr. Williams, it will pay Mr.
Williams approximately $1.6 million (the "Williams Termination Fee") in
satisfaction of all of its obligations to Mr. Williams under his consulting
arrangements. See "Certain Transactions--Royalty Agreement and License
Agreement," "--Consulting Arrangements" and "--Stockholders Agreement."

Effective as of the date immediately preceding the date of this Prospectus,
the Company will no longer grant any profit participation interests under its
1995 Profit Sharing Plan, as amended (the "Profit Sharing Plan"). Prior to the
closing of the Offering, the Predecessor Company intends to make cash payments
to Profit Sharing Plan participants in an aggregate amount of approximately
$10.0 million in reduction of deferred compensation payables. The payment of
these deferred compensation amounts would trigger an obligation on the part of
certain Profit Sharing Plan participants to repay certain loans receivable owed
to the Predecessor Company in an aggregate amount of approximately $1.8 million.
The Company currently anticipates that at the closing of the Offering, after
giving effect to the payments described above, the Predecessor Company will have
accrued deferred compensation balances under the Profit Sharing Plan of
approximately $24.5 million. The Company anticipates that it will pay these
balances in roughly equal installments on the final date of each of the first
eight fiscal quarters which end after the closing of the Offering. Following the
Offering, the Predecessor Company will maintain its obligation to pay to certain
participants amounts relating to their interests in certain of the Company's
projects. See "Management-- 1995 Profit Sharing Plan."

The Predecessor Company intends to declare and pay dividends to its
stockholders in an aggregate amount of approximately $5.2 million prior to the
closing of the Offering.

Immediately following the Effective Time, the Company will issue to Doppelt
& Company a number of shares of Common Stock (the "Doppelt Shares") equal to the
quotient obtained when $6,000,000 is divided by the price per share at which
Common Stock is sold to the public in the Offering, without giving any effect to
any underwriters' discounts and commissions. The Doppelt Shares will be issued
in payment of the $6,000,000 promissory note issued by the Predecessor Company
to Doppelt & Company in connection with the Doppelt Acquisition. See "--Recent
Developments."

The transactions described above are collectively referred to in this
Prospectus as the "Reincorporation Transactions." The Company is undertaking
these transactions to facilitate access to capital markets, provide greater
flexibility for acquisitions and create long-term liquidity for its
stockholders. The closing of the Offering is conditioned upon, among other
things, the completion of the Reincorporation Transactions. Prior to the
consummation of the Reincorporation Transactions, the Company will have minimal
assets

21
<PAGE>
and conduct no operations other than in connection with the Reincorporation
Transactions and the Offering. Following the Reincorporation Merger and the
other Reincorporation Transactions, the Company will function as a holding
company and its business and operations will continue to be conducted through
its wholly-owned subsidiaries. Each of the Company and Merger Sub are Delaware
corporations formed in August 1997. See "Description of Capital Stock."

RECENT DEVELOPMENTS

On August 22, 1997, TCRS acquired substantially all of the assets of Doppelt
& Company ("Doppelt") pursuant to an Acquisition Agreement dated August 15,
1997, among the Predecessor Company, TCRS, Doppelt and Jeffrey J. Doppelt, the
sole stockholder of Doppelt (the "Acquisition Agreement"). As consideration for
these assets, TCRS delivered to Doppelt (i) approximately $20.7 million in cash,
(ii) a subordinated promissory note of the Predecessor Company payable to
Doppelt in the principal amount of $6.0 million (described below), and (iii) the
right to receive up to $2.0 of additional purchase price if future commissions
collected by TCRS from any source exceed $7.0 million, subject to reduction
based on the amount of certain of Doppelt's uncollected accounts receivable and
certain leases executed by Doppelt as of August 22, 1997, for which a commission
is not collected by TCRS prior to August 22, 1999. The Predecessor Company also
paid Mr. Doppelt $2.0 million upon the execution of an employment agreement
(described below). The Predecessor Company borrowed $22.7 million under its
Existing Credit Facility in order to make these cash payments at the closing of
the acquisition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources." In
connection with the Doppelt Acquisition, TCRS and the Predecessor Company also
assumed certain liabilities of Doppelt and Jeffrey J. Doppelt, and have jointly
and severally agreed to indemnify Doppelt and Mr. Doppelt for the liabilities
they assumed. Doppelt and Mr. Doppelt have jointly and severally agreed to
indemnify the Company and TCRS for certain liabilities. The indemnification
obligations of Doppelt and Mr. Doppelt are generally limited to an aggregate
amount of $4.0 million. With certain exceptions (including claims relating to
Doppelt's title to the assets purchased) all claims for indemnification must be
asserted against Doppelt and Mr. Doppelt on or before December 31, 1998.

Pursuant to the Acquisition Agreement, the Predecessor Company delivered to
Doppelt a promissory note in the principal amount of $6.0 million, payable on
August 22, 1998. The note does not bear interest; however, the Company has
agreed to reimburse Doppelt for any tax liability resulting from imputed
interest under federal or state tax laws. Payment of the note is subordinated to
payment in full of the Company's outstanding indebtedness. No payment of the
note will be made by the Company if any default exists with respect to any
existing indebtedness, and holders of existing indebtedness will be entitled to
any payment or distribution of the Company's assets upon dissolution,
liquidation or reorganization before Doppelt is entitled to receive any payment
under the note. The Company may prepay the note in cash without penalty. In
addition, the Company must prepay the note with Common Stock immediately prior
to the closing of the Offering. The number of shares to be so issued in payment
of the note is equal to $6.0 million divided by the initial public offering
price for the Common Stock. If the Company does not close the Offering by August
22, 1998, the Company must pay the note with shares of common stock of TCRS
representing (i) 8.3% of the outstanding TCRS common stock on August 22, 1997,
multiplied by (ii) the percentage of the original principal amount of the note
outstanding on the date of such payment.

The Predecessor Company entered into an employment agreement with Jeffrey J.
Doppelt (the "Doppelt Employment Agreement"), pursuant to which Mr. Doppelt
serves as an officer of the Company with primary responsibility for its retail
tenant representation and retail disposition brokerage operations. Mr. Doppelt
is also entitled to serve as a member of the board of directors of TCRS. Mr.
Doppelt's employment term under this agreement ends on August 22, 2002, and will
be automatically renewed for successive one-year terms unless Mr. Doppelt or the
Company gives the other written notice of his or its intention not to renew the
employment term. Mr. Doppelt's base salary is $300,000 per year. In addition,
Mr. Doppelt is entitled to receive an annual bonus equal to up to 50% of his
base salary upon the

22
<PAGE>
achievement of performance targets to be established by the Chief Executive
Officer of TCRS. The Doppelt Employment Agreement further provides for
participation in all of the Company's insurance and other benefit plans.

If the employment term is terminated by the Company without "cause" or by
Mr. Doppelt pursuant to a "forced resignation" (as each of these terms is
defined in the Doppelt Employment Agreement), the Company will continue to pay
Mr. Doppelt's base salary for at least 12 months after termination or for the
remainder of the employment term, whichever is less, as long as Mr. Doppelt
continues to comply with certain non-competition and confidentiality provisions
contained in the Doppelt Employment Agreement. The Company may continue to pay
Mr. Doppelt's base salary for a longer period (but not beyond the scheduled
expiration date of the employment term) in order to continue to bind him to the
non-competition provisions described below.

Upon the execution of the Doppelt Employment Agreement, the Predecessor
Company paid Mr. Doppelt $2.0 million in cash as consideration for Mr. Doppelt's
agreement not to engage, directly or indirectly, in the commercial retail real
estate brokerage business in the United States, other than on behalf of the
Predecessor Company or its subsidiaries or affiliates, until the later of the
first anniversary of the date of termination of his employment or the scheduled
expiration date of the employment period, or if Mr. Doppelt is terminated
without cause or Mr. Doppelt resigns pursuant to a forced resignation, for any
subsequent period during which he continues to receive his base salary. In
addition, Mr. Doppelt agreed that he would not, directly or indirectly, provide
commercial real estate brokerage services to OfficeMax, HomePlace or Tandy
Corporation or any of their affiliates before August 22, 2007, other than on
behalf of the Predecessor Company or its subsidiaries or affiliates. Mr. Doppelt
further agreed not to solicit employees, customers or other business relations
of the Predecessor Company or its subsidiaries, or otherwise interfere in any
relationships between the Predecessor Company or its subsidiaries and any
employees, customers or business relations, during the non-competition period.
Mr. Doppelt has agreed that if he voluntarily terminates the Doppelt Employment
Agreement (excluding any forced resignation) during the first year of the
employment term, he will refund to the Company $2.0 million. If Mr. Doppelt
voluntarily terminates the agreement during the remaining four years of the
employment term, the refund owed to the Company will decrease by $400,000 each
year, provided that the refund will not exceed the then-current fair market
value of the Common Stock of the Company or the common stock of TCRS that is
held by Doppelt (or certain permitted transferees), and is subject to certain
holdback restrictions as described in the Doppelt Stockholders Agreement. See
"Description of Capital Stock--Doppelt Stockholders Agreement."

23
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $67.8 million ($78.2 million if the over-allotment option is
exercised in full), assuming an initial public offering price of $ per share
and after deduction of the estimated underwriting discounts and commissions and
other offering expenses. The net proceeds will be used (i) to repay all
outstanding indebtedness under the Existing Credit Facility, estimated to be
approximately $30.0 million, (ii) to repay approximately $7.0 million of other
indebtedness of the Company, described below, (iii) to fund certain of the
Company's co-investment activities in an amount currently estimated to be
approximately $10.0 million, (iv) to fund the Williams Termination Fee of
approximately $1.6 million, and (v) to finance the Company's investment in
certain information and technology infrastructure systems in an amount currently
estimated to be approximately $6.0 million. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources," "Certain Transactions," "Business--Development and Construction
Services," "The Company--Reincorporation Transactions" and "--Competitive
Advantages--Technology." Any remaining proceeds will be used for general
corporate purposes, including potential acquisitions and working capital.
Pending such use of proceeds, the Company intends to invest the net proceeds in
investment grade short-term, interest-bearing securities. Upon completion of the
Offering, the Company intends to use its borrowing capacity, cash generated from
operations and the remaining net proceeds of the Offering to pursue its growth
strategy.

Approximately $30.0 million of the net proceeds from the Offering will be
used to repay indebtedness owed by the Company under its Existing Credit
Facility. Such indebtedness was incurred on August 22, 1997, bears interest at a
rate of 6.625% per year and has a maturity date of February 22, 1998.
Approximately $7.0 million of such indebtedness was incurred in order to
refinance certain indebtedness of the Predecessor Company and approximately
$22.7 million of such indebtedness was incurred in connection with the Doppelt
Acquisition. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."

Approximately $7.0 million of the net proceeds from the Offering will be
used to reduce certain indebtedness of the Company. Of the $7.0 million
indebtedness, approximately $3.1 million is deferred compensation payables owed
to former employees of the Company which accrue interest at an annual rate of
8.25% and have no stated maturity. See "Management--1995 Profit Sharing Plan."
The remaining indebtedness includes approximately $2.4 million owed under
various lines of credit (which accrue interest at annual rates ranging from 8.0%
to 8.5% and have stated maturities extending from March 1998 to April 2000),
approximately $0.8 million owed to former shareholders (which accrue interest at
an annual rate of 6.1% and have stated maturities extending from January 2000 to
February 2000) and approximately $0.7 million of indebtedness owed to Mr.
Williams (which accrues interest at an annual rate of 10.5% and has a stated
maturity of October 1, 2006). See "Certain Transactions--Capitalization Debt."

DIVIDEND POLICY

The Board of Directors intends to retain earnings to finance its growth and
for general corporate purposes and, therefore, does not anticipate paying any
dividends in the foreseeable future. Any future payment of dividends will be at
the discretion of the Board of Directors and will depend upon the Company's
results of operations, financial condition, cash requirements and other factors
deemed relevant by the Board of Directors, including the terms of the Company's
indebtedness. The Company expects that provisions to be contained in agreements
governing the Company's long-term indebtedness after the Offering will limit the
amount of dividends that the Company may pay to its stockholders. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

Since 1994, the Predecessor Company has declared annual cash dividends which
were paid during the first six months of each year and were based upon the
Predecessor Company's earnings in the prior year. The aggregate amount of
dividends paid to the Predecessor Company's shareholders during the years ended
December 31, 1994, 1995 and 1996 were $1,672,000, $2,475,000 and $2,890,000,
respectively. In April 1997, the Predecessor Company paid dividends based on
1996 earnings in the aggregate amount of approximately $8,200,000. The
Predecessor Company intends to declare and pay dividends in an aggregate amount
of approximately $5,166,000 prior to the closing of the Offering. See "The
Company--Reincorporation Transactions."

24
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at June 30,
1997, as adjusted to give pro forma effect to the Doppelt Acquisition and the
Reincorporation Transactions as if such transactions had occurred on June 30,
1997, and as further adjusted to give pro forma effect to the sale of
shares of Common Stock by the Company in the Offering at an assumed
initial public offering price of $ per share and the receipt and application
of the net proceeds therefrom as described under "Use of Proceeds." This table
should be read in conjunction with the pro forma consolidated financial
statements of the Company, the historical financial statements of the Company
and the notes thereto and the historical financial statements of the Predecessor
Company and the notes thereto contained elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
----------------------------
COMPANY
PRO FORMA,
COMPANY PRO AS
FORMA(1) ADJUSTED(2)
------------- -------------
(IN THOUSANDS, EXCEPT SHARE
DATA)
<S> <C> <C>
Total debt(3).................................................................... $ 42,610 $ 2,694
------------- -------------
Stockholders' equity:
Preferred Stock, par value $0.01 per share; 30,000,000 shares authorized; no
shares issued and outstanding................................................ -- --
Common Stock, par value $0.01 per share; 100,000,000 shares authorized;
shares issued and outstanding on a pro forma basis and
shares issued and outstanding on a pro forma basis, as adjusted.............. -- --
Additional paid-in capital..................................................... 21,696 121,857
Retained earnings.............................................................. 5,676 (20,735)
Less: Stockholder loans........................................................ (6,938) (6,938)
------------- -------------
Total stockholders' equity................................................... 20,434 94,184
------------- -------------
Total capitalization......................................................... $ 63,044 $ 96,878
------------- -------------
------------- -------------
</TABLE>

- ------------------------

(1) Giving pro forma effect to the Doppelt Acquisition and the Reincorporation
Transactions as if such transactions had occurred on June 30, 1997. See the
pro forma financial statements and notes thereto contained elsewhere in this
Prospectus.

(2) Giving pro forma effect to the Doppelt Acquisition, the Reincorporation
Transactions and the Offering at an assumed initial public offering price of
$ per share as if such transactions had occurred on June 30, 1997.
Includes the effect of a $26.4 million non-cash, non-recurring charge to
earnings the Company expects to recognize in the third quarter of its 1997
fiscal year because of the difference between the exercise price of the
options issued under the Assumed Option Plan and the initial price to the
public in the Offering. See the pro forma financial statements and notes
thereto contained elsewhere in this Prospectus.

(3) Excludes notes payable on real estate held for sale of $32,551 at June 30,
1997.

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<PAGE>
DILUTION

As of June 30, 1997, the net tangible book value of the Company, giving pro
forma effect to the Doppelt Acquisition and the Reincorporation Transactions,
was approximately negative $10.2 million, or negative $ per share of Common
Stock. Net tangible book value per share is equal to the Company's total
tangible assets less total liabilities, divided by the total number of
outstanding shares of Common Stock. After giving effect to the sale by the
Company of shares of Common Stock in the Offering and the application of
the $67.8 million in estimated net proceeds to be received by the Company
therefrom, the pro forma net tangible book value of the Company as of June 30,
1997, would have been $63.6 million, or $ per share of Common Stock. This
represents an immediate increase in net tangible book value of $ per share to
existing stockholders and an immediate dilution in net tangible book value of
$ per share to new investors. The following table illustrates this per share
dilution with respect to a new investor's purchase of a share of Common Stock as
of June 30, 1997:

<TABLE>
<S> <C> <C>
Assumed initial public offering price...............................
Pro forma net tangible book value per share before the Offering... $
Increase in pro forma net tangible book value per share
attributable to purchase by new stockholders in the Offering....
Pro forma net tangible book value per share after the Offering......
---------
Dilution in net tangible book value per share to new stockholders... $
---------
---------
</TABLE>

The following table summarizes, on a pro forma basis as of June 30, 1997,
the number of shares of Common Stock outstanding, the total consideration paid,
and the average price per share paid by current stockholders and by new
investors who purchase Common Stock pursuant to the Offering, assuming an
initial public offering price of $ per share:

<TABLE>
<CAPTION>
SHARES PURCHASED(1) TOTAL CONSIDERATION PAID AVERAGE
------------------------- --------------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE(1)
------------ ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Existing stockholders...................... % $ 27,372,000 26.7% $
New stockholders in the Offering........... 75,000,000 73.3
------------ ----- -------------- -----
Total.................................... 100.0% $ 102,372,000 100.0%
------------ ----- -------------- -----
------------ ----- -------------- -----
</TABLE>

- ------------------------

(1) Assumes no exercise of any outstanding stock options or the Underwriters'
over-allotment option. In connection with the Reincorporation Transactions,
the Company will assume the Predecessor Company's obligations under the
Assumed Option Plan, pursuant to which the Company will be obligated to
issue an aggregate of shares of Common Stock to certain of the
Predecessor Company's officers and employees at an exercise price equal to
$ per share. All of such options will be exercisable beginning 30 days
following the closing of the Offering. At the closing of the Offering,
options to purchase shares of Common Stock will be granted under the
Long-Term Incentive Plan at an exercise price equal to the initial public
offering price. Following the Offering, an additional shares will be
reserved for future grants or awards under the Long-Term Incentive Plan. To
the extent that any such options are exercised in the future or further
awards are made, there will be further dilution to new investors. See
"Management--Long-Term Incentive Plan" and "--Assumed Option Plan."

26
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The selected financial data set forth below have been derived from the pro
forma consolidated financial statements of the Company and from the historical
consolidated financial statements of the Predecessor Company. The Company was
incorporated on August 21, 1997 to succeed to the business of the Predecessor
Company, and prior to the Offering will have minimal assets and conduct no
operations other than in connection with the Reincorporation Transactions and
the Offering. The historical balance sheet of the Company as of August 21, 1997
and the historical consolidated financial statements of the Predecessor Company
as of December 31, 1995 and 1996 and for each of the three years in the period
ended December 31, 1996 have been audited by Ernst & Young LLP, independent
auditors, whose reports thereon appear elsewhere in this Prospectus. The pro
forma data is unaudited but, in the opinion of management, all pro forma
adjustments necessary to reflect the effects of the Doppelt Acquisition, the
Reincorporation Transactions and the Offering have been made. The selected
financial data at June 30, 1997, and for the six months ended June 30, 1996 and
1997 have been derived from the unaudited consolidated financial statements of
the Predecessor Company and reflect all adjustments, consisting of normal
recurring accruals, which management considers necessary for a fair presentation
of the financial position and results of operations for these periods.

The selected financial data should be read in conjunction with "Pro Forma
Consolidated Financial Statements," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and the historical financial
statements and notes thereto of the Company and the Predecessor Company
contained elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------------------ --------------------
PRO FORMA
AS
1992 1993 1994 1995 1996 ADJUSTED(1) 1996 1997
--------- --------- --------- --------- --------- ----------- --------- ---------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Property management services............ $ 104,104 $ 90,954 $ 99,609 $ 92,970 $ 90,179 $ 90,179 $ 44,498 $ 43,842
Brokerage services...................... 40,540 47,299 48,652 61,960 72,095 72,095 27,925 36,918
Infrastructure management services...... 7,145 16,401 27,063 38,681 50,836 50,836 21,384 29,559
Development and construction services... 18,468 14,377 12,792 20,382 22,732 22,732 10,066 12,949
Retail services......................... -- 1,306 1,966 1,510 2,393 11,385 706 495
Income from unconsolidated
subsidiaries.......................... -- 465 3,141 114 594 594 155 1,226
Gain on disposition of real estate...... 2,712 -- 4,646 5,026 6,630 6,630 3,130 1,729
Other................................... 1,090 3,759 3,039 6,559 9,996 9,937 2,832 3,624
--------- --------- --------- --------- --------- ----------- --------- ---------
Total revenues.......................... 174,059 174,561 200,908 227,202 255,455 264,388 110,696 130,342
Total operating costs and expenses...... 158,081 161,184 178,684 203,175 215,421 218,047 97,228 115,898
--------- --------- --------- --------- --------- ----------- --------- ---------
Income before profit sharing............ 15,978 12,479 22,224 24,027 40,034 46,341 13,468 14,444
Profit sharing.......................... 11,086 8,292 16,562 15,893 20,094 692 6,936 7,418
--------- --------- --------- --------- --------- ----------- --------- ---------
Income before income taxes.............. 4,892 4,187 5,662 8,134 19,940 45,649 6,532 7,026
Income taxes............................ 2,513 1,854 2,636 3,793 7,826 17,809 2,564 2,740
--------- --------- --------- --------- --------- ----------- --------- ---------
Income before extraordinary gain........ 2,379 2,333 3,026 4,341 12,114 27,840 3,968 4,286
Extraordinary gain...................... 500 188 782 -- -- -- -- --
--------- --------- --------- --------- --------- ----------- --------- ---------
Net income.............................. $ 2,879 $ 2,521 $ 3,808 $ 4,341 $ 12,114 $ 27,840 $ 3,968 $ 4,286
--------- --------- --------- --------- --------- ----------- --------- ---------
--------- --------- --------- --------- --------- ----------- --------- ---------
Pro forma as adjusted earnings
per share (2)......................... $
-----------
-----------
OTHER DATA:
EBITDA(3)............................... $ 21,112 $ 16,969 $ 29,687 $ 32,033 $ 48,915 $ 51,491 $ 17,071 $ 19,403
Cash provided by (used in) operating
activities............................ (6,342) 7,556 15,907 10,648 25,148 39,817 (5,878) (12,274)
Cash provided by (used in) investing
activities............................ 2,499 (1,974) (2,748) (646) (5,019) (5,033) (1,001) (396)
Cash provided by (used in) financing
activities............................ (6,699) (4,412) 93 (5,457) (1,779) (2,054) (4,357) (7,160)

PRO FORMA
AS
ADJUSTED(1)
-----------

<S> <C>
STATEMENT OF INCOME DATA:
Property management services............ $ 43,842
Brokerage services...................... 36,918
Infrastructure management services...... 29,559
Development and construction services... 12,949
Retail services......................... 4,384
Income from unconsolidated
subsidiaries.......................... 1,226
Gain on disposition of real estate...... 1,729
Other................................... 3,528
-----------
Total revenues.......................... 134,135
Total operating costs and expenses...... 117,623
-----------
Income before profit sharing............ 16,512
Profit sharing.......................... 49
-----------
Income before income taxes.............. 16,463
Income taxes............................ 6,304
-----------
Income before extraordinary gain........ 10,159
Extraordinary gain...................... --
-----------
Net income.............................. $ 10,159
-----------
-----------
Pro forma as adjusted earnings
per share (2)......................... $
-----------
-----------
OTHER DATA:
EBITDA(3)............................... $ 19,887
Cash provided by (used in) operating
activities............................ 18,192
Cash provided by (used in) investing
activities............................ (405)
Cash provided by (used in) financing
activities............................ (7,551)
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
JUNE 30, 1997
DECEMBER 31, ------------------------
----------------------------------------------------- PRO FORMA, AS
1992 1993 1994 1995 1996 ACTUAL ADJUSTED(4)
--------- --------- --------- --------- --------- --------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.......................... $ 21,188 $ 22,358 $ 35,610 $ 40,155 $ 58,505 $ 38,675 $ 53,418
Total assets....................................... 53,162 55,774 99,867 114,315 194,314 140,502 185,423
Long-term debt..................................... 10,851 8,425 9,762 7,065 12,361 13,585 2,694
Notes payable on real estate held for sale......... -- -- 22,914 13,182 67,810 32,551 32,551
Deferred compensation.............................. 10,450 14,661 21,468 25,883 20,963 28,381 15,256
Total liabilities.................................. 40,818 43,767 85,516 95,090 160,018 107,968 85,861
Minority interest.................................. 127 27 278 3,932 3,294 5,378 5,378
Stockholders' equity............................... 12,217 11,980 14,074 15,293 31,002 27,156 94,184
</TABLE>

- ------------------------

(1) As adjusted to give effect to the Doppelt Acquisition, the Reincorporation
Transactions and the sale of $75.0 million of Common Stock by the Company in
the Offering and the receipt and application of the net proceeds therefrom,
as though they had occurred on January 1, 1996. See "Use of Proceeds," "The
Company-- Reincorporation Transactions" and "--Recent Developments."

(2) Pro forma as adjusted earnings per share is based upon and
weighted average shares of Common Stock outstanding at June 30, 1997 and
December 31, 1996, respectively, which includes shares of Common
Stock to be issued in connection with the Reincorporation Transactions,
shares of Common Stock to be issued in the Offering and the effect
of options issued under the Assumed Option Plan. See "The
Company--Reincorporation Transactions" and "--Recent Developments."

(3) EBITDA represents earnings before interest, income taxes, depreciation and
amortization, royalty and consulting fees and profit sharing. Management
believes that EBITDA can be a meaningful measure of the Company's operating
performance, cash generation and ability to service debt. However, EBITDA
should not be considered as an alternative either to: (i) net earnings
(determined in accordance with generally accepted accounting principles
("GAAP"); (ii) operating cash flow (determined in accordance with GAAP); or
(iii) liquidity. There can be no assurance that the Company's calculation of
EBITDA is comparable to similarly titled items reported by other companies.

28
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements are
derived from the Predecessor Company's historical financial statements. The
unaudited pro forma balance sheet, as adjusted, is presented as if the Doppelt
Acquisition, the Reincorporation Transactions and the Offering had occurred on
June 30, 1997, and reflects the Predecessor Company at historical values and the
Doppelt Acquisition under the purchase method of accounting. The unaudited pro
forma statements of income, as adjusted, are presented as if the Doppelt
Acquisition, the Reincorporation Transactions and the Offering had occurred on
January 1, 1996, and reflect the Predecessor Company at historical values and
the Doppelt Acquisition under the purchase method of accounting. See "The
Company--Reincorporation Transactions" and "--Recent Developments," "Use of
Proceeds," "Capitalization" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The unaudited pro forma
consolidated financial statements should be read in conjunction with the
historical financial statements of the Predecessor Company and the notes
thereto, the historical balance sheet of the Company and the notes thereto, the
historical financial statements of Doppelt and the notes thereto, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other financial information, all included elsewhere in this Prospectus.

The pro forma adjustments are based upon available information and certain
assumptions that management of the Company believes are reasonable under the
circumstances. The pro forma consolidated financial statements are not
necessarily indications of what the Company's actual income and financial
position would have been as of June 30, 1997, and for the year ended December
31, 1996 and the six months ended June 30, 1997, had the Company completed the
Doppelt Acquisition, the Reincorporation Transactions and the Offering as of the
dates indicated, nor does it purport to represent the future financial position
or results of operations of the Company.

29
<PAGE>
PRO FORMA CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
JUNE 30, 1997
----------------------------------------------------------------------------------
HISTORICAL COMPANY PRO
------------------------ ACQUISITION AND FORMA COMPANY PRO
PREDECESSOR REINCORPORATION BEFORE OFFERING FORMA, AS
COMPANY DOPPELT ADJUSTMENTS OFFERING ADJUSTMENTS ADJUSTED
----------- ----------- --------------- ----------- ------------- -----------
(IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................. $ 38,675 $ 530 $ 30,000(A) $ 24,128 $ 67,750(H) $ 53,418
(22,658)(B) (30,000)(I)
(9,748)(C) (2,988)(J)
(6,975)(D) (1,556)(K)
(5,166)(E) (3,916)(L)
(530)(B)
Accounts receivable, net.................. 27,080 2,050 29,130 29,130
Receivables from affiliates............... 1,216 468 (468)(B) 1,216 1,216
Notes and other receivables............... 7,697 90 (1,776)(C) 5,985 (137)(J) 5,848
(26)(B)
Deferred income taxes..................... 96 -- 96 96
----------- ----------- ----------- -----------
Total current assets.................... 74,764 3,138 60,555 89,708
Real estate held for sale................... 36,577 -- 36,577 36,577
Furniture and equipment, net................ 5,861 33 5,894 5,894
Deferred income taxes....................... 7,475 -- 7,475 7,475
Investments in unconsolidated
subsidiaries.............................. 5,936 -- 5,936 5,936
Other assets................................ 9,889 -- 29,944(B) 39,833 39,833
----------- ----------- ----------- -----------
Total assets............................ $ 140,502 $ 3,171 $ 156,270 $ 185,423
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................... $ 7,134 $ 533 (187)(B) $ 7,480 $ 7,480
Accrued expenses.......................... 21,740 1,117 (166)(B) 22,691 22,691
Payables to affiliates.................... 1,765 -- (1,524)(C) 1,797 (1,556)(K) 241
1,556(F)
Income taxes payable...................... 1,673 -- 1,673 1,673
Current portion of long-term debt......... 4,170 -- (698)(D) 3,472 (2,389)(L) 1,083
Other current liabilities................. 445 136 581 581
----------- ----------- ----------- -----------
Total current liabilities............... 36,927 1,786 37,694 33,749

Notes payable on real estate held for
sale...................................... 32,551 -- 32,551 32,551
Long-term debt, less current portion........ 9,415 -- 30,000(A) 39,138 (30,000)(I) 1,611
(6,277)(D) (6,000)(M)
6,000(B) (1,527)(L)
Deferred compensation....................... 28,381 -- (10,000)(C) 18,381 (3,125)(J) 15,256
Other liabilities........................... 694 -- 2,000(B) 2,694 2,694
----------- ----------- ----------- -----------
Total liabilities....................... 107,968 1,786 130,458 85,861
Minority interest........................... 5,378 -- 5,378 5,378
Stockholders' equity:
Common Stock.............................. -- 8 (8)(B) -- --
Paid-in capital........................... 24,084 -- (2,388)(G) 21,696 67,750(H) 121,857
6,000(M)
26,411(N)
Retained earnings........................... 12,398 1,377 (1,377)(B) 5,676 (26,411)(N) (20,735)
(5,166)(E)
(1,556)(F)
Less: Stockholder loans..................... (6,938) (6,938) (6,938)
Treasury stock......................... (2,388) -- 2,388(G) -- --
----------- ----------- ----------- -----------
Total stockholders' equity................ 27,156 1,385 20,434 94,184
----------- ----------- ----------- -----------
Total liabilities and stockholders'
equity.................................. $ 140,502 $ 3,171 $ 156,270 $ 185,423
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

- ------------------------------

(A) Reflects the borrowing under the Existing Credit Facility on August 22,
1997. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and "The
Company--Recent Developments."

(B) Reflects the Doppelt Acquisition.

(C) Reflects the payment of accrued royalty and consulting expense ($1,524) and
deferred compensation payable ($10,000) partially offset by a reduction of
loans receivable ($1,776).

30
<PAGE>
(D) Reflects the payment of the outstanding balance of the credit facility with
First Tennessee Bank. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

(E) Reflects the declaration and payment of dividends.

(F) Reflects the accrual of the payment related to the termination of consulting
agreements with affiliates of the Company .

(G) Reflects the retirement of treasury shares in connection with the
Reincorporation Transactions.

(H) Reflects the sale of Common Stock in the Offering ($75,000) net of expenses
of the Offering ($7,250).

(I) Reflects the repayment of the Existing Credit Facility. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

(J) Reflects a payment of the retired Profit Sharing Plan participants' deferred
compensation balances ($3,125) partially offset by a reduction of loans
receivable ($137).

(K) Reflects termination payment relating to the consulting agreements with
affiliates of the Company.

(L) Reflects the assumed repayment of capitalization notes, lines of credit and
other notes payable.

(M) Reflects the conversion of a note payable to Mr. Doppelt into Common Stock.

(N) Reflects the non-cash non-recurring charge to income related to the
difference between the exercise price of the stock options granted under the
Assumed Option Plan and the initial public offering price. This non-cash
non-recurring charge is expected to occur during the third quarter of the
Company's 1997 fiscal year.

31
<PAGE>
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1997
----------------------------------------------------------------------------------
HISTORICAL
------------------------ ACQUISITION AND COMPANY PRO
PREDECESSOR REINCORPORATION COMPANY PRO OFFERING FORMA, AS
COMPANY DOPPELT ADJUSTMENTS FORMA ADJUSTMENTS ADJUSTED
----------- ----------- --------------- ----------- ------------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Property management services.............. $ 43,842 $ -- $ 43,842 $ 43,842
Brokerage services........................ 36,918 -- 36,918 36,918
Infrastructure management services........ 29,559 -- 29,559 29,559
Development and construction services..... 12,949 -- 12,949 12,949
Retail services........................... 495 3,889 4,384 4,384
----------- ----------- ----------- -----------
123,763 3,889 127,652 127,652
Income from investments in unconsolidated
subsidiaries............................ 1,226 -- 1,226 1,226
Gain on disposition of real estate........ 1,729 -- 1,729 1,729
Other income.............................. 3,624 23 $ (101)(A) 3,528 3,528
(18)(B)
----------- ----------- ----------- -----------
130,342 3,912 134,135 134,135
COSTS AND EXPENSES:
Salaries, wages, benefits................. 72,049 3,361 (1,548)(C) 74,062 74,062
200(D)
Commissions............................... 15,457 -- 15,457 15,457
General and administrative................ 19,539 888 20,427 $ 350(I) 20,777
Rent...................................... 3,538 58 3,596 3,596
Depreciation and amortization............. 2,049 13 466(E) 2,528 2,528
Interest.................................. 1,386 -- (276)(F) 1,014 847
(96)(G) (167)(J)
Royalty and consulting fees............... 1,524 -- (1,524)(G) -- --
Minority interest......................... 356 -- 356 356
----------- ----------- ----------- -----------
115,898 4,320 117,440 117,623
----------- ----------- ----------- -----------
Income before profit sharing.............. 14,444 (408) 16,695 16,512
Profit sharing............................ 7,418 -- (7,369)(G) 49 49
----------- ----------- ----------- -----------
Income before income taxes................ 7,026 (408) 16,646 16,463
Income taxes.............................. 2,740 -- 3,635(H) 6,375 (71)(I) 6,304
----------- ----------- ----------- -----------
Net income................................ $ 4,286 $ (408) $ 10,271 $ 10,159
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Pro forma as adjusted earnings per
share................................... $
-----------
-----------
Weighted average common shares
outstanding.............................
-----------
-----------
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
----------------------------------------------------------------------------------
HISTORICAL
------------------------ ACQUISITION AND COMPANY PRO
PREDECESSOR REINCORPORATION COMPANY PRO OFFERING FORMA, AS
COMPANY DOPPELT ADJUSTMENTS FORMA ADJUSTMENTS ADJUSTED
----------- ----------- --------------- ----------- ------------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Property management services.............. $ 90,179 $ -- $ 90,179 $ 90,179
Brokerage services........................ 72,095 -- 72,095 72,095
Infrastructure management services........ 50,836 -- 50,836 50,836
Development and construction services..... 22,732 -- 22,732 22,732
Retail services........................... 2,393 8,992 11,385 11,385
----------- ----------- ----------- -----------
238,235 8,992 247,227 247,227
Income from investments in unconsolidated
subsidiaries............................ 594 -- 594 594
Gain on disposition of real estate........ 6,630 -- 6,630 6,630
Other income.............................. 9,996 36 $ (68)(A) 9,937 9,937
(27)(B)
----------- ----------- ----------- -----------
255,455 9,028 264,388 264,388
COSTS AND EXPENSES:
Salaries, wages, benefits................. 137,794 6,773 (3,358)(C) 141,609 141,609
400(D)
Commissions............................... 27,119 -- 27,119 27,119
General and administrative................ 33,607 1,738 35,345 $ 700(I) 36,045
Rent...................................... 7,814 104 7,918 7,918
Depreciation and amortization............. 3,196 31 931(E) 4,158 4,158
Interest.................................. 1,726 -- (232)(F) 1,193 201(J) 992
(301)(G) --
Royalty and consulting fees............... 3,959 -- (3,959)(G) -- --
Minority interest......................... 206 206 206
----------- ----------- ----------- -----------
215,421 8,646 217,548 218,047
----------- ----------- ----------- -----------
Income before profit sharing.............. 40,034 382 46,840 46,341
Profit sharing............................ 20,094 -- (19,402)(G) 692 692
----------- ----------- ----------- -----------
Income before income taxes................ 19,940 382 46,148 45,649
Income taxes.............................. 7,826 -- 10,179(H) 18,005 (196)(I) 17,809
----------- ----------- ----------- -----------
Net income................................ $ 12,114 $ 382 $ 28,143 $ 27,840
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Pro forma as adjusted earnings per
share................................... $
-----------
Weighted average common shares
outstanding.............................
-----------
-----------
</TABLE>

- ------------------------------

(A) Reflects the decrease in interest income resulting from the repayment of
loans owed to the Company by certain Profit Sharing Plan participants.

(B) Reflects the decrease in interest income related to the Doppelt stockholder
loans which were not included in the acquisition.

(C) Reflects the reduction of historical salaries to the amounts payable under
an employment agreement entered into in connection with the Doppelt
Acquisition.

(D) Reflects the amortization of the $2.0 million payment to Mr. Doppelt in
conjunction with his employment agreement. See "The Company--Recent Events."

(E) Represents the additional amortization of intangible assets resulting from
the Doppelt Acquisition.

(F) Reflects the reduction in interest expense related to the First Tennessee
credit facility repaid with proceeds from the Existing Credit Facility. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

(G) Reflects the termination of the Company's policy of granting profit sharing
interests under the Profit Sharing Plan, including the related interest
expense on the retired Profit Sharing Plan participants' balances, and the
termination of royalty and consulting agreements with affiliates of the
Company. The profit sharing expense not eliminated relates to Project
Distributions for retired Profit Sharing Plan participants which the Company
cannot terminate without such participants' consent. The adjustment assumes
that all participants currently employed by the Predecessor Company will
waive their rights to Project Distributions. Project Distributions to
participants currently employed by the Predecessor Company totaled $1,641
and $4,569 for the six months ended June 30, 1997 and the year ended
December 31, 1996. See "The Company--Reincorporation Transactions."

(H) Reflects the increase in taxes due to the pro forma adjustments and the
additional income tax expense on the Doppelt earnings as this entity was not
previously subject to income taxes.

(I) Reflects the additional costs of being a public company and related tax
effect.

(J) Reflects the decrease in interest expense related to the repayment of
capitalization notes, lines of credit and other notes payable.

33
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Predecessor
Company's Consolidated Financial Statements and the notes thereto, the Summary
Financial Data and the other information included elsewhere in this Prospectus.

OVERVIEW

Trammell Crow Company is one of the largest diversified commercial real
estate service firms in the United States. As a means of addressing the
comprehensive real estate service requirements of its diverse group of clients,
the Company is organized into five principal lines of business. Property
management services include serving the clients' needs with respect to all
aspects of building operations, tenant relations and oversight of building
improvement processes, primarily for building owners who do not occupy the
properties managed by the Company. Brokerage services include advising buyers,
sellers, landlords and tenants in connection with the sale and leasing of
office, industrial and retail space and land. Infrastructure management entails
providing comprehensive day-to-day occupancy related services, principally to
large corporations which occupy commercial facilities in multiple locations.
Specific infrastructure management services include administration, day-to-day
maintenance and repair of client occupied facilities and strategic functions
such as space planning, relocation coordination, facilities management and
portfolio management. The development and construction services provided by the
Company include financial planning, site acquisition, procurement of approvals
and permits, design and engineering coordination, construction bidding and
management and tenant finish coordination, project close-out and user move
coordination, general contracting and project finance advisory services. The
Company's retail services business provides tenant representation, disposition,
development and financial services to national and global retail customers.

The Company has benefited from the recovery of the real estate market in the
early 1990's. The Company's annual revenues increased to $255.5 million in 1996
from $200.9 million in 1994. This revenue growth was achieved during a period
when the composition of the Company's revenues shifted significantly as the
Company increased the role which brokerage, infrastructure management,
development and construction and retail services play in its overall strategy.
Rising rental and occupancy rates have largely mitigated the adverse effects
that a decrease in square footage under the Company's management might otherwise
have had on the Company's property management services revenues, and have had
the residual effect of increasing revenues from the Company's other business
lines. The steady cash flows produced by the Company's property management
services business have allowed the Company to expand its presence in these
complementary service businesses to meet the needs of its client base. From 1994
to 1996, revenues from property management services decreased by approximately
9.5%, and as a percentage of the Company's total revenues, they declined from
49.6% to 35.3%. Over this same period, revenues from brokerage, infrastructure
management, development and construction (including gain on disposition of real
estate and income from unconsolidated subsidiaries) and retail services
increased from a combined 49.0% of total revenues to 60.7% of total revenues.

The Company believes that its strong customer service orientation and its
focus on cross-selling all of its services strengthen its relationships with its
clients, which results in recurring revenues. The Company believes that its
success in establishing strong client relationships is demonstrated by the fact
that in 1996, approximately 94% of its revenues from its property management,
infrastructure management and development and construction services from those
businesses were generated from clients to whom the Company had provided services
in the prior year.

The Company's revenue streams consist primarily of recurring payments made
pursuant to service contracts and variable transaction-oriented payments. The
Company typically receives base monthly fees from clients for services provided
in its property management business. A majority of the fees generated by

34
<PAGE>
the Company's infrastructure management business are contractual and recurring
in nature. The fees generated in the Company's brokerage and retail service
businesses are typically paid in connection with the consummation of a
transaction such as the purchase or sale of commercial property or the execution
of a lease. The Company typically earns fees for development and construction
services which are based upon a negotiated percentage of a project's cost, and
the Company may receive incentive bonuses for completing a development project
under budget and within certain critical time deadlines. Although the fees
generated by the Company's brokerage service and development and construction
service businesses are not typically recurring in nature, a majority of the
aggregate revenues generated by these businesses in 1996 was earned in the
performance of services relating to properties included in the Company's
approximately 230 million square feet property management and leasing portfolio.
In 1996, the percentage of the Company's total revenues generated by each of its
property management, brokerage, infrastructure management, development and
construction and retail service businesses was 35.3%, 28.2%, 19.9%, 11.7% and
0.9%, respectively.

A majority of the Company's revenues that are not generated by its primary
businesses are generated by an insurance agency subsidiary and are based upon
commissions on insurance written on properties included in the Company's
property management and leasing portfolio and on workmen's compensation
insurance for the Company's employees. Despite a reduction in square feet under
the Company's management over the last five years, these other revenues have
increased significantly because of more favorable commission rates with
insurance carriers. In 1996, this subsidiary generated revenues of $5.2 million.

The Company's operating expenses consist of salaries, wages and benefits,
commissions, general and administrative expenses, rent, depreciation and
amortization expense, interest, royalty and consulting fees and minority
interest. Salaries, wages and benefits and commissions, which constitute a
majority of the Company's total operating costs and expenses, tend to be
relatively constant as a percentage of revenues on an annual basis.

Since 1991 the Company has maintained a profit sharing plan for key
employees (the "Profit Sharing Plan"). Each participant in the Profit Sharing
Plan has an account that is adjusted annually to reflect the participant's
percentage of the earnings of a profit sharing unit or a designated project,
cash distributions and other matters. Distributions to participants may only be
made from available cash (as defined in the Profit Sharing Plan), and any
difference between the amount expensed and the amount paid to the participants
is recorded as deferred compensation. See "Management--1995 Profit Sharing
Plan." The Company's Board of Directors approves the amount of earnings before
profit sharing which will be available to profit sharing participants. The
Company anticipates that prior to the closing of the Offering, it will make a
distribution of approximately $10.0 million in partial payment of deferred
compensation balances. Immediately prior to the closing of the Offering, the
Company will terminate any future profits participation under the Profit Sharing
Plan and will partially terminate ongoing participation in existing projects.
The Company anticipates that it will pay all deferred compensation balances
accrued under the Profit Sharing Plan as of the date immediately preceeding the
date of this Prospectus, currently estimated to be $24.5 million, without
interest, in roughly equal installments on the final date of each of the first
eight fiscal quarters which end after the closing of the Offering. Profit
sharing expense attributable to projects, to the extent profit participation in
projects is not terminated prior to the closing of the Offering, will continue
to accrue until the projects are sold by the Company. See "The
Company--Reincorporation Transactions." Management believes that the termination
of any future profits participation under the Profit Sharing Plan should have a
significant positive effect on the Company's net income. Payment of deferred
compensation balances over each of the first eight quarters following the
Closing of the Offering should decrease the Company's net cash flow.

Under certain agreements, two significant stockholders of the Company
receive royalty and consulting fees totalling approximately 12% of earnings
before profit sharing. Payments under these arrangements aggregated $3.96
million, $2.44 million and $2.68 million in 1996, 1995 and 1994, respectively.
Immediately

35
<PAGE>
prior to the closing of the Offering, the Royalty Agreement and consulting
arrangements will be terminated. The Company has agreed to pay approximately
$1.6 million to Mr. Williams upon the termination of the Consulting
Arrangements. Management expects that the termination of the Royalty Agreement
and consulting arrangements should have a positive effect on the Company's net
income. See "Certain Transactions."

Over the last two years, an average of 36.4% of the Company's income before
profit sharing has been generated in the fourth quarter, due primarily to a
calendar year-end focus by the commercial real estate industry on the completion
of transactions. In addition, an increasing percentage of the Company's property
management and infrastructure management contracts provide for bonus payments if
the Company achieves certain performance targets. Such incentive payments are
generally earned in the fourth quarter. In contrast, the Company's non-variable
operating expenses, which are treated as expenses when incurred during the year,
are relatively constant on a quarterly basis. See "--Quarterly Results of
Operations and Seasonality."

The Company's revenues, net income and cash flow from operations have each
grown at a compound annual rate of 12.8%, 78.4% and 25.7%, respectively, over
the past three years. While the Company has primarily used internally generated
funds to achieve this growth, it intends to continue to pursue an aggressive
growth strategy by expanding client relationships, expanding the breadth of its
service offerings, making selective co-investments with its clients and pursuing
selective strategic acquisitions. The Company believes that its ability to
pursue acquisitions will be greatly enhanced by its ability to use external
sources of capital, including the public capital markets and the commercial
banking industry, to finance such acquisitions. As part of its strategy to
pursue selective strategic acquisitions, the Company recently purchased the
business of Doppelt. The Company believes that this strategic acquisition will
provide the foundation for rapidly growing the Company's retail services
business. See "The Company--Recent Developments."

PRO FORMA FINANCIAL INFORMATION

The Pro Forma Consolidated Financial Statements included elsewhere in this
Prospectus give effect to, among other things, the Doppelt Acquisition, the
Reincorporation Transactions and the Offering. See "Pro Forma Consolidated
Financial Statements."

PRO FORMA SIX MONTHS ENDED JUNE 30, 1997

On a pro forma basis the Company's total revenue for the six months ended
June 30, 1997, was $134.1 million, compared to actual historical revenue of
$130.3 million. The increase in pro forma revenues reflects the additional
retail services revenue attributable to the Doppelt Acquisition.

Pro forma income before profit sharing for the six months ended June 30,
1997, was $16.5 million, compared to the actual historical income before profit
sharing of $14.4 million. The increase in income before profit sharing primarily
results from the termination of the royalty and consulting fees paid to two
affiliates of the Company and the reduction of historical salaries paid by
Doppelt to amounts required under an employment agreement signed upon closing of
the Doppelt Acquisition.

Pro forma net income for the six months ended June 30, 1997, was $10.2
million, as compared to the actual historical net income of $4.3 million. The
increase in net income is primarily a result of the termination of future awards
under the Profit Sharing Plan (profit sharing expense was approximately 58% of
income before profit sharing in 1996) and the additional income attributable to
the Doppelt Acquisition. These increases were also offset by the tax effect of
the additional income from the pro forma adjustments as well as the tax effect
on the income of Doppelt, which was historically not subject to income tax
because Doppelt is a Subchapter S Corporation.

36
<PAGE>
PRO FORMA YEAR ENDED DECEMBER 31, 1996

On a pro forma basis the Company's total revenue for the year ended December
31, 1996, was $264.4 million, compared to actual historical revenue of $255.5
million. The increase in pro forma revenues reflects the additional retail
services revenue attributable to the Doppelt Acquisition.

Pro forma income before profit sharing for the year ended December 31, 1996,
was $46.3 million, compared to the actual historical income before profit
sharing of $40.0 million. The increase in income before profit sharing primarily
results from the termination of the royalty and consulting fees paid to two
affiliates of the Company and the reduction of historical salaries paid by
Doppelt to amounts required under an employment agreement signed upon closing of
the Doppelt Acquisition.

Pro forma net income for the year ended December 31, 1996, was $27.8
million, as compared to the actual historical net income of $12.1 million. The
increase in net income is primarily a result of the termination of future awards
under the Profit Sharing Plan (profit sharing expense was approximately 58% of
income before profit sharing on a historical basis) and the additional income
attributable to the Doppelt Acquisition. These increases were also offset by the
tax effect of the additional income from the pro forma adjustments as well as
the tax effect on the income of Doppelt, which was historically not subject to
income tax because Doppelt is a Subchapter S Corporation.

The pro forma adjustments to the consolidated statements of income do not
reflect the approximately $26.4 million non-cash charge to the income statement
that is expected to be recorded in the third quarter of the Company's 1997
fiscal year related to the difference between the exercise price of the stock
options granted in the 1997 Option Plan and the initial public offering price.
The incremental difference between these prices will be recorded as additional
compensation expense at completion of the Offering. This adjustment was not
recorded in the pro forma statement of income as it is a non-recurring expense.

37
<PAGE>
RESULTS OF OPERATIONS

The following table sets forth items from the Company's Consolidated
Financial Statements of Income for each of the three years in the period ended
December 31, 1996, and for each of the six month periods ended June 30, 1996 and
1997, as a percent of revenue for the periods indicated.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------- ------------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues:
Property management services.............................. 49.6% 40.9% 35.3% 40.2% 33.6%
Brokerage services........................................ 24.2% 27.3% 28.2% 25.2% 28.3%
Infrastructure management services........................ 13.5% 17.0% 19.9% 19.3% 22.7%
Development and construction services..................... 6.4% 9.0% 8.9% 9.1% 9.9%
Retail services........................................... 1.0% 0.7% 0.9% 0.6% 0.8%
Income from unconsolidated subsidiaries................... 1.6% 0.1% 0.2% 0.1% 0.9%
Gain on sale of real estate............................... 2.3% 2.2% 2.6% 2.8% 1.0%
Other..................................................... 1.4% 2.8% 4.0% 2.7% 2.8%
----- ----- ----- ----- -----
Total revenues.......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Salaries, wages & benefits................................ 57.5% 57.4% 53.9% 59.4% 55.3%
Commissions............................................... 10.3% 10.4% 10.6% 8.8% 11.9%
General and administrative................................ 13.7% 14.7% 13.3% 12.8% 15.0%
Other..................................................... 7.4% 6.9% 6.5% 6.8% 6.8%
----- ----- ----- ----- -----
Total operating costs and expenses...................... 88.9% 89.4% 84.3% 87,8% 88.9%
----- ----- ----- ----- -----
Income before profit sharing.............................. 11.1% 10.6% 15.7% 12.2% 11.1%
Profit sharing............................................ 8.2% 7.0% 7.9% 6.3% 5.7%
----- ----- ----- ----- -----
Income before income taxes................................ 2.9% 3.6% 7.8% 5.9% 5.4%
Income taxes.............................................. 1.3% 1.7% 3.1% 2.3% 2.1%
----- ----- ----- ----- -----
Income before extraordinary items......................... 1.6% 1.9% 4.7% 3.6% 3.3%
Extraordinary gain, net of taxes.......................... 0.4% -- -- -- --
----- ----- ----- ----- -----
Net income................................................ 2.0% 1.9% 4.7% 3.6% 3.3%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
</TABLE>

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

CONSOLIDATED RESULTS

TOTAL REVENUE. The Company's total revenue grew $19.6 million, or 17.7%, to
$130.3 million for the six months ended June 30, 1997 from $110.7 million for
the six months ended June 30, 1996. This increase was primarily attributable to
revenue growth in the brokerage and the infrastructure management businesses.

OPERATING COSTS & EXPENSES. The Company's operating costs and expenses
increased by $18.7 million, or 19.2%, to $115.9 million for the six months ended
June 30, 1997 from $97.2 million for the six months ended June 30, 1996. The
increase in operating costs and expenses is generally due to increased salaries,
wages and benefits associated with an increase in staffing levels for the
Company's infrastructure management business and increased commissions
associated with increased brokerage service revenues. In addition, the Company's
general and administrative expenses increased over the six months ended June 30,
1997 due to increased expenditures associated with the Company's technological
support systems. As a percentage of total revenue, operating costs and expenses
increased to 88.9% for the six months ended June 30, 1997 from 87.8% for the six
months ended June 30, 1996, primarily as a result of the increases in general
and administrative expenses and commissions caused by the timing of certain
development transactions.

38
<PAGE>
INCOME BEFORE PROFIT SHARING. The Company's income before profit sharing
increased $0.9 million, or 6.7%, to $14.4 million for the six months ended June
30, 1997 from $13.5 million for the six months ended June 30, 1996. As a
percentage of total revenue, income before profit sharing decreased to 11.1% for
the six months ended June 30, 1997 from 12.2% for the prior year period,
primarily due to the increase in general and administrative expenses associated
with the Company's technological support systems.

PROFIT SHARING. The Company's profit sharing increased $0.5 million to $7.4
million for the six months ended June 30, 1997 from $6.9 million for the six
months ended June 30, 1996 due to an increase in income before profit sharing.

INCOME BEFORE INCOME TAX. Based on the factors noted above, the Company's
income before income tax increased $0.5 million, or 7.7%, to $7.0 million for
the six months ended June 30, 1997 from $6.5 million for the six months ended
June 30, 1996.

NET INCOME. Net income increased $0.3 million, or 7.5%, to $4.3 million for
the six months ended June 30, 1997 from $4.0 million for the six months ended
June 30, 1996. As a percent of total revenue, net income decreased to 3.3% for
the six months ended June 30, 1997 from 3.6% for the prior year period.

BUSINESS LINE OPERATING RESULTS

PROPERTY MANAGEMENT SERVICES. Property management services revenue, which
represented 33.6% of the Company's total revenue for the six months ended June
30, 1997, remained relatively constant at $43.8 million for the six months ended
June 30, 1997 as compared to $44.5 million for the prior year period. That
slight decrease was primarily due to the net reduction in square feet of
property management assignments, offset by increased revenues from the clients
on whom the Company's national customer initiative has focused.

BROKERAGE SERVICES. Brokerage services revenue, which represented 28.3% of
the Company's total revenue for the six months ended June 30, 1997, increased
$9.0 million, or 32.2%, to $36.9 million for the six months ended June 30, 1997
from $27.9 million for the six months ended June 30, 1996. This revenue growth
resulted from an increase in the aggregate number of brokers over the previous
year.

INFRASTRUCTURE MANAGEMENT SERVICES. Infrastructure management services
revenue, which represented 22.7% of total revenues for the period ended June 30,
1997, increased $8.2 million, or 38.3%, to $29.6 million for the six months
ended June 30, 1997 from $21.4 million for the six months ended June 30, 1996.
The revenue growth resulted primarily from the addition of new customers. These
new customers include, but are not limited to, Dairy Mart Convenience Stores,
Inc., University of Pennsylvania and Frontier Corporation. Additionally, there
was expansion of project management and facility management services provided to
existing customers such as United Healthcare and NationsBank.

DEVELOPMENT AND CONSTRUCTION SERVICES. Development and construction revenue
includes development and construction services fees, gain on disposition of real
estate and income from unconsolidated subsidiaries. Development and construction
revenue, which represented 11.8% of the Company's total revenue for the six
months ended June 30, 1997, increased $2.5 million, or 18.7%, to $15.9 million
from $13.4 million for the six months ended June 30, 1996. This revenue growth
was primarily due to a $2.8 million increase in development fees from $10.1
million for the six months ended June 30, 1996 to $12.9 million for the six
months ended June 30, 1997, offset by a $1.4 million decrease in gain on
disposition of real estate from $3.1 million for the six months ended June 30,
1996 to $1.7 million for the six months ended June 30, 1997. Income from
unconsolidated subsidiaries increased $1.0 million, or 500%, to $1.2 million for
the six months ended June 30, 1997, from $0.2 million for the six months ended
June 30, 1996, due to the effect from the timing of development transactions.

39
<PAGE>
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

CONSOLIDATED RESULTS

TOTAL REVENUE. The Company's total revenue grew $28.3 million, or 12.4%, to
$255.5 million in 1996 from $227.2 million in 1995 primarily due to revenue
growth in the Company's infrastructure management service and brokerage service
businesses.

OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased by $12.2 million, or 6.0%, to $215.4 million in 1996 from $203.2
million in 1995. The increase in operating costs and expenses is primarily due
to increased salaries, wages and benefits (associated with the increased
staffing required for the infrastructure management service business) and
increased commissions (associated with increased brokerage services revenues).
As a percentage of total revenue, operating costs and expenses declined to 84.3%
in 1996 from 89.4% in 1995, primarily as a result of the Company's ability to
spread its fixed costs over a greater revenue base.

INCOME BEFORE PROFIT SHARING. The Company's income before profit sharing
increased $16.0 million, or 66.6%, to $40.0 million in 1996 from $24.0 million
in 1995. As a percentage of total revenue, income before profit sharing
increased to 15.7% in 1996 from 10.6% in 1995, primarily as a result of the
growth in the Company's infrastructure management and development and
construction businesses.

PROFIT SHARING. The Company's profit sharing increased by $4.2 million, or
26.4%, to $20.1 million in 1996 from $15.9 million in 1995 due to the increase
in income before profit sharing.

INCOME BEFORE INCOME TAXES. The Company's income before income taxes
increased $11.8 million, or 145.1%, to $19.9 million in 1996 from $8.1 million
in 1995 due to the factors described above.

NET INCOME. Net income increased $7.8 million, or 179.1%, to $12.1 million
in 1996 from $4.3 million in 1995. As a percent of total revenue, net income
increased to 4.7% in 1996 from 1.9% in 1995.

BUSINESS LINE OPERATING RESULTS

PROPERTY MANAGEMENT SERVICES. Property management services revenue, which
represented 35.3% of the Company's total revenue in 1996, decreased $2.8
million, or 3.0%, to $90.2 million in 1996 from $93.0 million in 1995. This
decrease was primarily due to the net reduction in square footage of property
management assignments. Recognizing a trend toward a consolidation of service
providers utilized by large institutional owners and investors, the Company
implemented a national marketing program focused on its large customers. The
implementation of this strategic initiative increased square footage under
management for these customers by 11.3 million square feet, or 12.9%, to 99.1
million square feet in 1996 from 87.8 million square feet in 1995.

BROKERAGE SERVICES. Brokerage services revenue, which represented 28.2% of
1996 total revenues, increased $10.1 million, or 16.4%, to $72.1 million in 1996
from $62.0 million in 1995. This revenue growth resulted primarily from an
increase in tenant representation fees of $3.7 million, or 30.0%, to $16.0
million in 1996 from $12.3 million in 1995 and the increase in investment sales
revenue of $3.6 million, or 50.9%, to $10.7 million in 1996 from $7.1 million in
1995. The Company believes that this revenue growth is attributable to the
continuation of a strategic initiative to expand its marketing services beyond
project leasing to include tenant representation, investment sales and land
sales. This strategy resulted in an increase in the aggregate number of brokers
by 40, or 20.5%, to 235 in 1996 from 195 in 1995.

INFRASTRUCTURE MANAGEMENT SERVICES. Infrastructure management services
revenue, which represented 19.9% of the Company's total revenues in 1996
increased $12.1 million, or 31.4%, to $50.8 million in 1996 from $38.7 million
in 1995. The revenue growth resulted primarily from the addition of new
customers including BankOne, Niagara Mohawk and Sovereign. Additionally, there
was expansion of services provided to existing customers including Exxon, Baxter
International and United Healthcare. In addition,

40
<PAGE>
in September 1996, the Company acquired the remaining outstanding stock of
Primaris Corporate Services, Ltd., a Canadian provider of infrastructure
management services. This acquisition, accounted for under the purchase method,
increased revenues by approximately $1.0 million in 1996.

DEVELOPMENT AND CONSTRUCTION SERVICES. Development and construction
revenues include development and construction service fees, gain on disposition
of real estate and income from unconsolidated subsidiaries. Development and
construction revenue, which represented 11.7% of 1996 total revenue, increased
$4.5 million or 17.6%, to $30.0 million in 1996 from $25.5 million in 1995. The
revenue growth was primarily due to increases in gross profit on general
contracting services of $2.0 million, or 69.0%, to $4.9 million in 1996 from
$2.9 million in 1995, a decrease in development fees of $0.4 million, or 4.1%,
to $9.3 million in 1996 from $9.7 million in 1995 and an increase in gain on
sale of real estate of $1.6 million, or 32.0%, to $6.6 million in 1996 from $5.0
million in 1995. Income from unconsolidated subsidiaries increased $0.5 million
or 500%, to $0.6 million in 1996 from $0.1 million in 1995. In general, these
service revenues are affected by the timing of development transactions.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

CONSOLIDATED RESULTS

TOTAL REVENUE. The Company's total revenues grew $26.3 million, or 13.1%,
to $227.2 million in 1995 from $200.9 million in 1994, primarily due to revenue
growth in the Company's infrastructure management service, brokerage service and
development and construction service businesses.

OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased by $24.5 million, or 13.7%, to $203.2 million in 1995 from $178.7
million in 1994. The increase in operating costs and expenses is primarily due
to increased salaries, wages and benefits associated with the increased staffing
required for the infrastructure management services business, increased
commissions associated with increased brokerage services revenues and increased
general and administrative expenses which are primarily attributable to the
Company's increased expenditures related to certain information and technology
infrastructure systems. As a percentage of total revenues, operating costs and
expenses increased to 89.4% in 1995 from 88.9% in 1994, primarily as a result of
the increase in general and administrative expenses.

INCOME BEFORE PROFIT SHARING. The Company's income before profit sharing
increased $1.8 million, or 8.1%, to $24.0 million in 1995 from $22.2 million in
1994. As a percentage of total revenue, income before profit sharing decreased
0.5% to 10.6% in 1995 from 11.1% in 1994, primarily as a result of an increase
in expenditures associated with the Company's technological support systems.

PROFIT SHARING. The Company's profit sharing decreased by $0.7 million, or
4.2%, to $15.9 million in 1995 from $16.6 million in 1994 due to the increase in
revenues not available for profit sharing distributions.

INCOME BEFORE INCOME TAXES. The Company's income before income taxes
increased $2.4 million, or 43.7%, to $8.1 million in 1995 from $5.7 million in
1994.

NET INCOME. Net income increased $0.5 million, or 14.0%, to $4.3 million in
1995 from $3.8 million in 1994. As a percent of total revenue, net income
increased to 1.9% in 1995 from 2.0% in 1994.

BUSINESS LINE OPERATING RESULTS

PROPERTY MANAGEMENT SERVICES. Property management services revenue, which
represented 40.9% of the Company's total revenue in 1995, decreased $6.6
million, or 6.7%, to $93.0 million in 1995 from $99.6 million in 1994. This
decrease was primarily due to the net reduction in square feet of property
management assignments.

41
<PAGE>
BROKERAGE SERVICES. Brokerage services revenue, which represented 27.3% of
the Company's 1995 total revenue, increased $13.3 million, or 27.4%, to $62.0
million in 1995 from $48.7 million in 1994. The revenue growth resulted from the
increase in tenant representation fees and in investment sales revenue resulting
from implementation of the Company's strategy to aggressively pursue these
business lines. The Company added 49 brokers in 1995 to fuel this growth.

INFRASTRUCTURE MANAGEMENT SERVICES. Revenue from infrastructure management
services, which represented 17.0% of the Company's 1995 total revenues,
increased $11.6 million, or 42.9%, to $38.7 million in 1995 from $27.1 million
in 1994. The revenue growth resulted primarily from the addition of new
customers such as Corestates, Dade International, McDonalds and Union Planters,
as well as the expansion of the services provided to certain infrastructure
management clients, including Exxon.

DEVELOPMENT AND CONSTRUCTION SERVICES. Development and construction
services include development and construction service fees, gain on disposition
of real estate and income from unconsolidated subsidiaries. Development and
construction services revenue, which represented 11.3% of the Company's 1995
total revenue, increased $4.9 million, or 23.8%, to $25.5 million in 1995 from
$20.6 million in 1994. This revenue growth was primarily due to a $5.0 million
increase in development fees from $4.7 million in 1994 to $9.7 million in 1995
and an increase in construction management services fees of $1.6 million to $8.2
million in 1995 from $6.6 million in 1994. Additionally, gain on sale of real
estate increased $0.4 million, or 8.7%, from $4.6 million in 1994 to $5.0
million in 1995. These increases are partially offset by income from
unconsolidated subsidiaries which decreased $3.0 million. The $3.1 million of
income from unconsolidated subsidiaries in 1994 primarily relates to the sale of
a building.

QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY

The following table presents unaudited quarterly results of operations data
for the Company for each of the four quarters of 1996 and 1995. This quarterly
information is unaudited but, in the opinion of management, reflects all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the information for the periods presented. The results of
operations for any quarter are not necessarily indicative of results for any
future period. Revenues and income before profit sharing and taxes during the
fourth fiscal quarter historically has been somewhat greater than in the first
three fiscal quarters, primarily because the Company's clients have a
demonstrated tendency to close transactions toward the end of the fiscal year.
The timing and introduction of new contracts and other factors may also cause
quarterly fluctuations in the Company's results of operations.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1996 1996 1996 1996
----------- --------- ------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
1996:
Revenues..................................................... $ 56,397 $ 54,299 $ 66,202 $ 78,557
Income before profit sharing and taxes....................... 5,838 7,630 10,949 15,617
Net income................................................... $ 1,875 $ 2,093 $ 3,242 $ 4,904

THREE MONTHS ENDED
---------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1995 1995 1995 1995
----------- --------- ------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
1995:
Revenues..................................................... $ 47,415 $ 53,692 $ 54,530 $ 71,565
Income before profit sharing and taxes....................... 821 8,661 5,728 8,817
Net income................................................... $ 420 $ 1,371 $ 1,082 $ 1,468
</TABLE>

42
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity and capital resources requirements include
expenditures for real estate held for sale and payments on notes payable
associated with its development and construction activities; the funding of
working capital needs, primarily accounts receivable from its clients and
affiliates; and the funding of capital investments. Historically, the Company
has financed its operations, investments and acquisitions with internally
generated funds, and additional liquidity has been available to the Company
through deferred compensation arrangements under its Profit Sharing Plan. The
Company will terminate the Profit Sharing Plan immediately prior to the closing
of the Offering, and the Company expects that its cash flow from operations in
future periods will be greater as a result of this change. In addition, the
Company has routinely financed its development and construction services
activities with construction loans secured by underlying real estate.

Net cash flow used in operating activities totaled $12.3 million for the six
months ended June 30, 1997, compared to $5.9 million for the same period in
1996. The primary reasons for this change are an increase in real estate held
for sale and an increase in notes receivable from certain officers and directors
received in connection with a private placement of common stock in August 1996.
Net cash flows provided by operating activities totaled $25.1 million, $10.6
million and $15.9 million for the years ended December 31, 1996, 1995 and 1994,
respectively. The changes in these cash flows for these periods can be
attributed primarily to increases in net income, fluctuations in the net
proceeds from real estate development and construction (which contributed to
increases in cash flow in 1994 and 1996 and a decrease in 1995) and variations
in accounts receivable, accounts payable and accrued expenses.

Net cash flow used in investing activities totaled $0.4 million for the six
months ended June 30, 1997 compared to $1.0 million for the same period in 1996.
This change is primarily attributable to distributions from unconsolidated
subsidiaries and contributions from minority interest, offset by additional
capital expenditures for technology related fixed assets. Net cash flows used in
investing activities totaled $5.0 million, $0.6 million and $2.7 million for the
years ended December 31, 1996, 1995 and 1994, respectively. The changes in these
cash flows for these periods can be attributed primarily to an increase in
technology related fixed asset expenditures.

Net cash flow used in financing activities totaled $7.2 million for the six
months ended June 30, 1997 compared to $4.4 million for the same period in 1996.
The reasons for this change are due to an increase in dividend payments. Net
cash flows used (provided) in financing activities totaled $1.8 million, $5.5
million and ($0.1 million) for the years ended December 31, 1996, 1995 and 1994,
respectively. The changes in these cash flows for these periods can be
attributed primarily to payments on debt and payment of dividends. In connection
with a private placement of stock described below, the Company incurred
indebtedness to repurchase outstanding shares of common stock from certain of
its shareholders.

In August 1996, the Company offered stock to certain employees and directors
in a private offering. In connection with the private offering the Company
utilized a credit facility in the amount of $7.75 million from First Tennessee
Bank, N.A. A portion of the funds borrowed under this credit facility were used
to finance the repurchase of common stock and the remainder was loaned to
certain stockholders to allow such stockholders to pay certain tax liabilities.
This credit facility was a fully amortizing 5-year obligation which bore
interest at the base rate as announced by First Tennessee Bank, NA from time to
time plus 0.5% per annum. All amounts outstanding under this credit facility
were repaid at August 22, 1997.

On August 22, 1997, the Predecessor Company established a $35 million credit
facility with Bankers Trust Company and certain other lenders (the "Existing
Credit Facility"). Under the terms of the Existing Credit Facility, the
Predecessor Company can obtain loans which are Base Rate Loans or Eurodollar
Rate Loans. Base Rate Loans bear interest at a base rate (which is the higher of
the prime rate announced from time to time by Bankers Trust Company or an
average federal funds rate plus .005%) plus a margin which ranges from 0.0% to
0.75% depending upon the Predecessor Company's leverage ratio at the date the
margin is determined. Eurodollar Rate Loans bear interest at an adjusted
Eurodollar rate plus a margin

43
<PAGE>
which ranges from 0.625% to 1.75% depending upon the Predecessor Company's
leverage ratio at the date the margin is determined. As of the date of this
Prospectus, the Company had borrowed $30.0 million under the Existing Credit
Facility, all of which bears interest at an annual rate of 6.625%. Approximately
$7.0 million of this amount was used to refinance the debt incurred with First
Tennessee in connection with the private placement in 1996 and approximately
$22.7 million was used to make certain cash payments in connection with the
Doppelt Acquisition. See "The Company--Recent Developments." The Existing Credit
Facility limits the Company's ability to pay dividends or other similar
distributions in excess of $19.0 million. The Company anticipates using
approximately $30.0 million of the net proceeds from the Offering to repay all
amounts outstanding under the Existing Credit Facility.

The Company is currently negotiating the terms of a $150 million master line
of credit (the "Replacement Facility"). The Company expects to borrow under the
Replacement Facility to finance future strategic acquisitions, fund its
co-investment activities and provide the Company with an additional source of
working capital. The Company anticipates that the Replacement Facility will
contain financial and other covenants, including limitations on payment of cash
dividends or other distribution of assets. There can be no assurance that the
Replacement Facility can be obtained or, if obtained, that it will be in the
anticipated amount.

Following the closing of the Offering, the Company intends to retain
earnings to finance its growth and, therefore, does not anticipate paying any
dividends in the foreseeable future. The Company believes that funds generated
from operations, together with existing cash, the net proceeds of the Offering
and available credit under the Replacement Facility will be sufficient to
finance its current operations and planned capital expenditure requirements and
internal growth for the foreseeable future. The Company's need, if any, to raise
additional funds to meet its working capital and capital requirements will
depend upon numerous factors, including the success and pace of its
implementation of its growth strategy. The Company regularly monitors capital
raising alternatives to be able to take advantage of available avenues to
supplement its working capital, including strategic corporate partnerships or
other alliances, bank borrowings and the sale of equity and/or debt securities.

EFFECTS OF INFLATION

The Company does not believe that inflation has had a significant impact on
its results of operations in recent years. However, there can be no assurance
that the Company's business will not be affected by inflation in the future.

44
<PAGE>
BUSINESS

COMPANY OVERVIEW

As a means of addressing the comprehensive real estate service requirements
of its diverse group of clients, the Company is organized into five principal
lines of business. The Company's property management services business provides
services relating to all aspects of building operations, tenant relations and
oversight of building improvement processes, primarily for building owners who
do not occupy the properties managed by the Company. The brokerage services
business advises buyers, sellers, landlords and tenants in connection with the
sale and leasing of office, industrial and retail space and land. Infrastructure
management entails providing comprehensive day-to-day occupancy related
services, principally to large corporations which occupy commercial facilities
in multiple locations. Specific infrastructure management services include
administration, day-to-day maintenance and repair of client occupied facilities
and strategic functions such as space planning, relocation coordination,
facilities management and portfolio management. The development and construction
services provided by the Company include financial planning, site acquisition,
procurement of approvals and permits, design and engineering coordination,
construction bidding and management and tenant finish coordination, project
close-out and user move coordination, general contracting and project finance
advisory services. The Company's retail services business provides tenant
representation, disposition, development and financial services to national and
global retail customers.

45
<PAGE>
COMPETITIVE ADVANTAGES

The Company believes that it holds several important competitive advantages
in the real estate services industry.

46
<PAGE>
MANAGEMENT/PERSONNEL. The Company believes that a key component of its
success is the experience and quality of its management team and the employees
that comprise the network through which the Company serves its clients. The
Company's 18 member operating committee has an average of approximately 13 years
of experience with the Company. Moreover, the Company has experienced very low
turnover among this senior management group. The Company believes this low
turnover is linked to its collegial internal culture and a long-standing effort
to promote talented individuals from within the organization. The Company also
believes that its growth strategy, incentive-based compensation and the high
level of ownership by Company insiders provides further motivation to achieve a
high level of performance. Immediately following the Offering, the members of
the Company's operating committee will own approximately % of the outstanding
Common Stock, and the total employee ownership of outstanding Common Stock will
be approximately %.

COMPETITIVE ENVIRONMENT

In recent years, the real estate industry has experienced a steady recovery
from the severe downturn of the early 1990's which had caused a sharp reduction
in commercial and industrial property values, the withdrawal of credit, a
related reduction in new development and pressure on fee income derived from
servicing and maintaining all classes of property. The Company believes that the
recovery now underway has provided the industry with improved prospects for
growth across all of the Company's traditional service lines. Moreover,
important new trends in the real estate services business--especially among
corporations and institutional investors affected by consolidation within their
own industries--now present the Company with new opportunities to capitalize
upon the recovery in these markets.

GROWTH IN THE MARKET FOR REAL ESTATE SERVICES. The commercial real estate
services industry is large and growing. According to the U.S. Statistical
Abstract for 1996, the total US commercial real estate asset base is
approximately 68 billion square feet, with 33 billion square feet representing
industrial, office and retail properties which serve as the target market for
commercial real estate service providers. In 1996, THE OUTSOURCING INSTITUTE
estimated that this asset base produced roughly $15 billion annually in
service-related revenues which, since 1993, have grown at 260% of the rate of
growth for the overall economy. Despite this size and growth, the commercial
real estate services industry remains a highly fragmented sector. For example,
less than 20% of the market for property management services is now serviced by
outside firms, and the Company believes that other market segments are also
significantly underserved and represent a sizeable growth opportunity.

The ongoing recovery in the real estate industry has also stimulated a
revival of activity in the more traditional development and construction
business. This sector was relatively inactive in recent years, principally due
to the sharp decline in property values and the overabundant supply of new
product in the market. As property values have rebounded in many of the nation's
principal markets, new construction starts have increased. This trend provides
an opportunity for the Company to earn fees associated with new development and
to participate in development projects as both an advisor and as principal.

OUTSOURCING. Outsourcing is a rapidly growing trend in the United States.
Through outsourcing, organizations seek to reduce costs, improve profitability
and refocus management and other resources on core competencies. This trend has
resulted in the development of well established providers offering an expanding
range of outsourced services, including information processing, teleservicing
and flexible staffing. Increasingly, organizations are also seeking outside
providers for efficient and expert delivery of real estate management services.
For example, the Company believes that the total potential revenues associated
with outsourcing of infrastructure management services may be in excess of $50
billion per year. In addition to corporations and institutional investors,
potential new clients include governmental entities, which now collectively own
in excess of 15 billion square feet of commercial real estate in the United
States.

47
<PAGE>
CONSOLIDATION. The traditionally fragmented real estate services industry
is witnessing rapid consolidation in customers' selection of service providers
and in alliances and combinations among providers themselves. When outsourcing
real estate services, corporations and institutions have increasingly sought to
consolidate the number of providers used and engage firms that can offer a full
range of services across a wide geographic area. As the industry becomes more
sophisticated, customers require the flexibility, multi-market perspective and
technological and physical resources that large firms possess. For example, one
of the largest institutional investors in the United States has recently
communicated its intention to consolidate all real estate activities for its
industrial properties with a single real estate services provider in each of its
service regions.

As the real estate services industry has grown, it has been accompanied by
downward pressure on fees and the increased use of fee structures which reflect
shared risk and emphasize the achievement of performance targets. These trends
benefit firms with significant scale and the ability to spread fixed costs over
a larger revenue base, and have accelerated consolidation among real estate
service providers.

The Company believes that few real estate services providers can meet the
demands of large corporate and institutional customers and that many companies
are facing pressure to combine with others to remain competitive. According to
industry sources, mergers and acquisitions among traditional real estate
companies has grown from 5 transactions with an aggregate purchase price of less
than $100 million in 1992 to 40 transactions with an aggregate purchase price of
over $2 billion in 1996. In the Company's view, the competitive imperatives
presented by this consolidation trend include the need to maintain comprehensive
service offerings, serve an expansive geographic area and operate the business
with sufficient scale to achieve significant cost efficiencies.

GROWTH STRATEGY

48
<PAGE>
CO-INVESTMENT. The Company will also focus on expansion of its efforts to
make selective co-investments of capital alongside corporate and institutional
clients. Through this effort, the Company intends to leverage its relationships
with these clients and to use its extensive knowledge of the real estate
industry to create new opportunities to invest capital. The Company believes
that its knowledge of local real estate markets and its experience in each of
its primary service businesses provide it with an advantage in identifying and
evaluating investment opportunities. The Company will seek co-investments that
generate investment returns while still allowing the Company to earn fees in
exchange for services provided in the development, operation and management of
the project. After the Offering, the Company will have the additional financial
flexibility to pursue a controlled and highly disciplined approach to investment
and co-investment.

PROPERTY MANAGEMENT SERVICES

The following charts and table show the Company's revenues from its property
management business and the total square feet managed by the Company at year end
for each of the last five years:

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
REVENUES
<S> <C>
1992 $104,104
1993 $90,954
1994 $99,609
1995 $92,970
1996 $90,179
Square Feet
1992 222,867
1993 215,025
1994 199,750
1995 205,152
1996 208,628
</TABLE>
<TABLE>
<CAPTION>
(000)
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------

<CAPTION>
1992 1993 1994 1995 1996
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues............... $ 104,104 $ 90,954 $ 99,609 $ 92,970 $ 90,179
Square Feet............ 222,867 215,025 199,750 205,152 206,628
</TABLE>

49
<PAGE>
The objective of the Company's property management business is to enhance
its clients' investment values by maintaining high levels of occupancy and
lowering property operating costs by offering a wide range of property
management services. The property management services offered by the Company
consist of (i) building management services such as maintenance, landscaping,
security, energy management, owner's insurance, life safety, environmental risk
management and capital repairs; (ii) tenant relations services such as
promotional activities, processing tenant work orders and lease administration
services; (iii) interfacing with the Company's development and construction
services personnel in coordinating tenant finish; and (iv) financial management
services including financial reporting and analysis utilizing software systems
supported by the Company's in-house design and development capability for
customized requirements.

The Company expects that most of its new property management engagements
will result from property transfers and projects that the Company develops for
institutional investors. To the extent that institutional investors continue to
make direct investments in real estate, the Company believes that it will be in
an advantageous position to win new property management engagements due to its
existing relationships with large institutional investors and its ability to
provide single-source solutions for their multi-market and multi-functional
requirements.

The properties managed by the Company are typically served by locally based
teams of property managers and maintenance personnel supported by various
corporate level service functions, including technology support and purchasing.
Client accounts are typically managed at the Company's national office to assure
consistency of quality and to promote greater cross-selling of the Company's
services.

The Company typically receives monthly management fees for the property
management services it provides, based upon a specified percentage of the
monthly gross income generated from the property under management. In certain
cases, the Company's property management agreements entitle it to receive a
certain minimum fee based on the net rentable square footage or a percentage of
the expected full occupancy fee of the property. The amount of the management
fee varies depending upon local market conditions, the leasing engagement,
arrangements for expense reimbursements and specific services required.
Incentive fees are sometimes negotiated in turnaround or other unusual
circumstances. The Company also may be reimbursed for a portion of its
administrative and payroll costs directly attributed to the properties under
management.

A typical property management agreement of the Company provides for an
indefinite term, but permits the property owner or the Company to terminate the
agreement upon thirty days prior written notice. The Company believes that these
are customary termination provisions in the industry. The Company historically
has been successful in retaining property management agreements, but has lost
agreements in circumstances where a property has been sold and the new property
owner assumes direct responsibility for managing the property or retains one of
the Company's competitors to manage the property. On a portfolio basis, the
Company's current average length per property management assignment is
approximately 5 years.

BROKERAGE SERVICES

The Company has historically been an active provider of commercial brokerage
services, and in recent years its brokerage business has expanded significantly
from an already substantial base. Over the past five years the Company's
revenues from brokerage services have increased by over 75%, and in 1996
totalled $72.1 million, or 28.2% of the Company's total revenues. In 1995, the
Company was ranked as one of five top brokerage firms nationally by COMMERCIAL
PROPERTY NEWS, measured in terms of the number of transactions facilitated. In
1996, the Company facilitated 7,317 sales and lease transactions. The Company
currently employs 250 brokers, having added 104 brokerage professionals with an
average of approximately nine years of experience since the beginning of 1995.

50
<PAGE>
The following charts and table show the Company's revenues from its
brokerage services business and the number of brokers employed by the Company at
year end for each of the last five years:

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
REVENUES
<S> <C>
1992 $40,540
1993 $47,299
1994 $48,652
1995 $61,960
1996 $72,095
Brokers
1992 125
1993 150
1994 146
1995 195
1996 235
</TABLE>

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------
Revenues (000)............... $ 40,540 $ 47,299 $ 48,652 $ 61,960 $ 72,095
Brokers...................... 125 150 146 195 235
</TABLE>

The Company has historically provided project leasing services (leasing
space in real estate owned by clients and managed by the Company) for the
properties in its property management portfolio. In 1993 the Company began to
expand its brokerage services beyond project leasing to include tenant
representation (representing clients seeking to acquire real estate through
lease or purchase), investment sales (representing clients buying or selling
income producing real estate), listings (representing clients disposing of
surplus space) and land sales (representing clients buying or selling unimproved
land).

The Company typically receives fees for brokerage services based on a
percentage of the value of the lease or sale transaction. Some transactions may
stipulate a fixed fee or include an incentive bonus component based on the
performance of the brokerage professional or client satisfaction. Although
transaction volume can be subject to economic conditions, brokerage fee
structures remain relatively constant through both economic upswings and
downturns.

Project leasing revenues are derived from the steady turnover of tenants in
the Company's property management and leasing portfolio of approximately 230
million square feet. Leases terms for these properties average four years,
resulting in approximately 57.5 million square feet of space "rolling" each
year, providing the Company a commission paid by the owner of the property for
renewing the existing tenant's lease or releasing the space to a new tenant. The
Company's tenant representation revenues are derived from the other side of the
transaction, representing the tenants whose leases are expiring. Listing
revenues generally increase in economic downswings as companies dispose of
surplus space, while investment sales and land revenues generally increase in
economic upswings as available capital drives the trading of income producing
properties and corporate demand for additional space drives the purchase of land
for new development.

The Company regards its brokerage force as an integral part of its delivery
system for the broad services the Company provides to its client base. Access to
a large network of experienced brokers is often a valuable asset when seeking
new property management, infrastructure management, development and construction
and retail services business. The presence of its brokers in on-site project
leasing offices can provide the Company with insights into its customers'
non-brokerage real estate needs and early opportunities to capture the client's
real estate services business. The sheer number of transactions in which its
brokers are involved can also be a source of information from which the Company
can seek to identify business opportunities in specific local or regional
markets.

51
<PAGE>
The Company actively engages its brokerage force in the execution of its
marketing strategy. Brokerage personnel often work in close concert with the
Company's "city leaders," who are the professionals with overall responsibility
for operations in all major national markets. Through this arrangement, key
personnel are kept abreast of national trends and of the full range of services
provided to customers in other areas in the United States and around the world.
The ongoing dialogue among these professionals serves to increase their level of
expertise, and is supplemented by other more formal education such as that
provided at "Trammell Crow University," which offers sales and motivational
training as well as direct exposure to personnel from the Company's other lines
of business. Moreover, the brokerage force is financially rewarded for
cross-selling efforts which result in new engagements for the Company, such as a
development project, the acquisition of a new infrastructure management account,
or assistance across geographic service lines which enables the Company to
acquire additional brokerage business. Brokerage personnel also earn commissions
and are eligible for profit sharing programs, participations and other forms of
incentive compensation. These incentives are designed to underscore the
Company's belief that the brokerage business is often a key point of entry for
new clients, and is thus integral to firmwide efforts to cross-sell a full range
of services.

Following the Offering, the Company intends to more aggressively recruit and
hire (either individually or through acquisitions) additional brokerage
professionals experienced primarily in the areas of investment sales and tenant
representation. The Company believes that the quality brand identification of
its name, the platform of a full range of services to offer clients, the ability
to learn and execute additional real estate services and the Company's
incentive-based compensation system which encourages ownership by Company
personnel create an environment conducive to attracting the most experienced and
capable brokerage professionals.

INFRASTRUCTURE MANAGEMENT SERVICES

52
<PAGE>
The following charts and table show the growth of the Company's
infrastructure management services business over the last five years in terms of
revenues and earnings before interest, taxes, depreciation and amortization,
royalty and consulting fees and profit sharing:

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
REVENUES
<S> <C>
1992 $7,145
1993 $16,401
1994 $27,063
1995 $38,681
1996 $50,836
EBITDA
1992 151
1993 2,639
1994 3,136
1995 3,717
1996 8,429
</TABLE>
<TABLE>
<CAPTION>
($000) UNAUDITED
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------

<CAPTION>
1992 1993 1994 1995 1996
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues...................... $ 7,145 $ 16,401 $ 27,063 $ 38,681 $ 50,836
EBITDA........................ 151 2,639 3,136 3,717 8,429
</TABLE>

The goal of the Company's infrastructure management services business is to
align the facilities and support services of its clients with their operational
and strategic business objectives. Occupancy-related costs frequently represent
the largest corporate expense item after compensation and benefits. The Company
believes that organizations are increasingly outsourcing their infrastructure
management functions to reduce costs, improve profitability, and refocus
management and other resources on core competencies.

The Company administers infrastructure management services through its
wholly-owned subsidiary, Trammell Crow Corporate Services, Inc., which combines
a centralized administrative, marketing and leadership organization with
client-based execution arms. The infrastructure management services offered by
the Company consist of (i) strategic services, such as consulting, development,
properties portfolio management, real estate asset management, management of
accounting and information systems, and organizational and process strategies;
(ii) facility management (the day-to-day maintenance and repair of facilities);
(iii) facility planning and project management (such as construction, space
planning, site consolidations, facilities design, moves, adds, and changes, and
furniture, signage, and cabling); (iv) transaction services (such as
acquisitions, dispositions, project leasing, and subleasing, where, rather than
providing services on a transaction-by-transaction basis according to the
industry's traditional model, the Company seeks to manage a client's entire
firm-wide property acquisition and divestiture program); and (v) office services
(such as security, reprographics, mail, cafeteria, shipping and receiving, and
reception services, most often provided through a subcontractor).

The Company offers the following infrastructure management service delivery
options: (i) dedicated Company employees located at a client site; (ii) a team
of Company employees dedicated to a client but located off the client's site at
Company offices; and (iii) a flexible, nationwide network of Company personnel
providing the full menu of the Company's real estate services from the Company's
city offices. Most of the Company's infrastructure management engagements
provide for on-site presence of Company employees, which the Company believes
enhances client communication, provides focused personal service, protects the
proprietary information of the client and enables the Company to monitor client
satisfaction on an ongoing basis.

53
<PAGE>
The Company has developed expertise in providing infrastructure management
services to clients in the financial services, healthcare, oil and gas and
technology/communications industries. The growth, consolidation and regulatory
changes taking place in these industries have increased the importance of
infrastructure management to these corporations and have caused them to seek to
improve productivity by rationalizing facilities organization and eliminating
redundant assets. The Company believes that there is opportunity to grow by
targeting clients within these industries and by developing expertise in
additional industries. For example, within the financial services industry, the
Company has grown from one client in 1993 to 14 clients as of June 30, 1997, and
from 3 million square feet under management in 1993 to approximately 40 million
square feet as of June 30, 1997.

The five largest customers for the Company's infrastructure management
services business, measured in 1996 revenues from such customers, were
Allegiance Healthcare, Baxter International, Exxon, NationsBank and The
Travelers Property and Casualty Company. These customers collectively represent
8.4% of the Company's total revenues in 1996. The Company believes that
significant growth opportunity exists within its existing customer base, as only
14 out of 53 existing customers receive three or more types of services from the
Company out of the 5 types of infrastructure management services offered.

The Company seeks to enter into multi-year infrastructure management
contracts with its clients. Most contracts are structured so the Company
receives a monthly base fee and annual incentives if certain agreed performance
targets are satisfied. Most contracts also provide for the reimbursement of
client-related personnel costs and associated overhead expenses. In many cases,
these revenue sources are augmented by variable commission-based revenues from
brokerage, facility planning and project management activities. The Company has
renewed all of its infrastructure management contracts that have come up for
renewal except one.

DEVELOPMENT AND CONSTRUCTION SERVICES

The following charts and table show the Company's revenues from its
development and construction services business and the square feet of
development projects started for each of the past five years:

54
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
REVENUES
<S> <C>
1992 $21,180
1993 $14,842
1994 $20,579
1995 $25,522
1996 $29,956
Square Feet of
Development Project Starts
1992 3,150
1993 2,829
1994 5,124
1995 10,083
1996 12,408
</TABLE>
<TABLE>
<CAPTION>
(000)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------

<CAPTION>
1992 1993 1994 1995 1996
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues..................... $ 21,180 $ 14,842 $ 20,579 $ 25,522 $ 29,956
Square Feet of Project
Starts..................... 3,150 2,829 5,124 10,083 12,408
</TABLE>

The Company provides its clients with services that are vital in all stages
of the development and construction process, including: (i) evaluating project
feasibility, budgeting, scheduling and cash flow analysis; (ii) site
identification, due diligence and acquisition; (iii) procurement of approvals
and permits, including zoning and other entitlements; (iv) coordination of
project design and engineering, (v) construction bidding and management and
tenant finish coordination; (vi) project close-out and user move coordination;
(vii) general contracting; and (viii) project finance advisory services.

The Company's development and construction services engagements are
typically staffed with a local/ regional team which includes a senior company
executive in the role of project general manager and one or more specialists in
the areas of physical project development and construction. The Company
currently employs approximately 25 senior executives with an average of thirteen
years experience in all aspects of sourcing development projects and providing
general management and project finance advisory capabilities for those projects.
The Company also employs approximately 55 other individuals with an average of
more than 10 years experience who are responsible for various aspects of the
development process, including the execution of physical development and
construction management responsibilities. Following the Offering, the Company
intends to dedicate approximately 10 of these full-time employees to promote and
oversee its development and construction services business on a national basis
while continuing to leverage the expertise and contacts of the Company's local
and regional development professionals. This national team will focus on
enhancing the value of large scale development projects, mitigating development
and construction risk in the Company's portfolio of business and accessing the
capital markets to arrange for development programs/funds with institutional
investors.

The Company typically receives a fee for its development services that is
based on a negotiated percentage of a project's cost. Incentive bonuses may be
received for completing a project under budget and within certain critical time
deadlines. The Company has also been flexible in negotiating other incentive
compensation arrangements that allow the Company to participate in the
investment returns on projects it develops for its clients. The Company may make
a co-investment with its clients (typically no more than 5% of a project's full
construction and development cost), receive its pro rata return on its
investment in the project and also receive an incentive participation in the
project because of the Company's role in sourcing the development project and/or
executing a variety of services in the development process. The Company's
investments or co-investments in real estate projects may result in an ownership
interest substantially greater than the general 5% ownership guideline. To
facilitate this

55
<PAGE>
activity and to further mitigate risk, the Company established two discretionary
development and investment funds which, as of April 1996, had raised $24.0
million, of which $17.1 million had been invested in projects with an aggregate
construction cost of approximately $201.0 million.

The market for development and construction services is cyclical and is
driven by various economic conditions. The Company believes that current market
conditions should increase the short and medium term demand for development
services offered by the Company. According to Torto-Wheaton Research, national
vacancy rates for suburban office, downtown office and industrial properties
have decreased 48.3%, 26.3% and 10.0% respectively. In addition, the demand for
commercial real estate properties in these markets has increased over the last
several years, driven mainly by the acquisition activities of buyers, including
real estate investment trusts and other investors. Finally, the current values
of development properties are often meeting and exceeding the replacement costs
for those properties, while construction costs remain relatively stable.

The Company's development activities generate business opportunities for the
Company's other service lines which will support the Company's earnings when
development and construction revenues decrease as a result of market conditions.
Because the Company provides development and construction services to third
parties, including clients who invest in build-to-suit projects, the Company
believes that the adverse effect on its revenues when speculative development
activities are curtailed in a market down cycle should be mitigated. In
addition, because the Company's overhead expenses for this business line are
relatively small (representing only 8.2% of the Company's total operating costs
and expenses in 1996), the Company believes that the adverse effect of a market
down cycle on its earnings should not be as material as it would be for other
firms whose development overhead expenses constitute a greater portion of their
cost structure. When development activity reaches a down cycle in the future,
the Company intends to use professionals from its development and construction
services business to pursue opportunistic property acquisitions with its
established capital partners.

RETAIL SERVICES

Retail services is the Company's newest business, and is poised for
increased growth following the acquisition of a leading service provider. The
Company's retail services business focuses on providing comprehensive real
estate services to major retailers and retail real estate owners. In 1996, the
Company formed a subsidiary, Trammell Crow Retail Services, Inc. ("TCRS"), to
consolidate the focus of the Company's retail services management group and to
take better advantage of market growth opportunities. The Company believes that
by providing its full array of real estate services through TCRS, it is able to
better serve its national retail customers (who demand specialized property and
market knowledge) and compete with other service providers whose sole focus is a
retail customer base. In furtherance of its goal to be the leading national
retail real estate company, in August 1997 the Company acquired the business of
Doppelt & Company, which the Company considers to be one of the premier national
tenant representation firms in the United States. Doppelt has been in operation
since 1981 and has specialized in supplementing or, in some cases, replacing the
real estate departments of retail companies by providing tenant representation
and lease disposition services to clients such as OfficeMax, HomePlace, TJX and
General Nutrition Centers. The Company's revenues from retail services in 1996
were $2.4 million, representing 0.9% of the Company's total revenues for 1996.
After giving pro forma effect to the Doppelt Acquisition as of January 1, 1996,
the Company's revenues from its retail service business in 1996 would have been
$11.4 million.

The primary services provided to the Company's retail clients include
brokerage services, such as tenant representation for site acquisition and
surplus space dispositions, and development services, such as predevelopment
activities, project finance advisory services and construction oversight. The
Company also acquires, rehabilitates and sells certain retail properties which
the Company believes to be undervalued. In the future, the Company will seek to
combine the expertise of its retail business leaders with that of its

56
<PAGE>
development services personnel to formulate programs for developing retail
assets, both for the Company's account and for the account of third parties,
including third parties in which the Company may own an equity interest.

As of July 30, 1997, the Company provided retail services to over 25 retail
customers and has developed more than 17 build-to-suit projects through TCRS and
its subsidiaries. The 10 largest customers for the Company's retail services
business in terms of 1996 revenues, after giving pro forma effect to the Doppelt
Acquisition, were Best Buy, Fretter, General Nutrition Centers, Home Depot,
HomePlace, OfficeMax, PETsMART, Tandy, TJX and West Marine. These customers, on
a pro forma basis, collectively generated $9.1 million of the Company's revenues
in 1996. Although the Company is specifically focused on expanding its retail
client base, the Company also believes that there are significant opportunities
to provide additional services to its existing retail clients. Of the 37 major
national retail clients that have engaged the Company's retail services business
since 1993, 25 clients continue to use the Company for the same services on
additional retail projects. Another eight of these major clients have added new
services.

The Company delivers tenant representation services and disposition services
through TCRS utilizing a network of the Company's local brokers (including those
formerly employed by Doppelt & Company) and third-party providers. The Company
generates commission revenue from these services which are shared with brokers
in the local markets. The Company believes that the Doppelt Acquisition will
enhance its ability to recruit brokerage professionals, build its local retail
brokerage capabilities and capture a greater portion of these commission
revenues.

Development services are delivered through BTS, Inc., the Company's national
retail build-to-suit subsidiary. BTS, Inc. specializes in predevelopment
activities, including land acquisition and procurement of entitlements. For its
development services to third parties, the Company typically earns a base fee
plus an incentive fee that is paid out of the sale proceeds upon project
completion.

The Company intends to establish a fund to acquire freestanding retail
properties and resell those properties within an anticipated hold period of no
more than six months after their acquisition. The Company's goal will be to
generate revenue through this activity by collecting rental income during the
period that the asset is owned and by capturing a spread on the purchase and
sale of the properties. The Company also intends to make selective investments
in retail real estate projects for its own account. The Company believes that,
by providing real estate services to its national retail customers, it has
developed a proficiency in identifying retail investment opportunities and
formulating and implementing retail development programs.

EMPLOYEES

As of July 31, 1997, the Company had approximately 2,900 employees.
Employees of the Company at certain properties located in the San Francisco,
California metropolitan market are currently represented by a labor union.
Management believes that its ongoing labor relations are good. The collective
bargaining agreement with employees with Tri-State Center I, Inc. and Tri-State
Center II, Inc., both affiliates of the Company, will expire on May 31, 1998,
and the collective bargaining agreement with employees of Itasca Center III,
L.P. and Urban Center XI, L.P., both affiliates of the Company, will expire on
May 31, 1998.

INSURANCE

The Company has the types of insurance coverage, including comprehensive
general liability and excess umbrella liability insurance, that it believes are
appropriate for a company in the lines of business in which it operates. The
Company's management will use its discretion in determining the amounts,
coverage limits and deductibility provisions of appropriate insurance coverage
on the Company's properties and operations at a reasonable cost and on suitable
terms. This might result in insurance coverage that, in the event of a
substantial loss, would not be sufficient to pay the full value of the damages
suffered by the Company.

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FACILITIES

The Company's executive offices are located at 2001 Ross Avenue, 3400
Trammell Crow Center, Dallas, Texas 75201 and consist of approximately 25,000
square feet of leased office space. The Company's telephone number at such
address is (214) 863-3000. The Company's lease at its executive offices will
expire on December 31, 1999.

TRADEMARKS

The trade name "Trammell Crow" is material to the Company's business. Prior
to the Offering, the Company licensed the use of all Trammell Crow Company
business and trade names from Crow Family, pursuant to a Royalty Agreement. Upon
the closing of the Offering, the Company will terminate the Royalty Agreement
and will enter into a License Agreement with respect to such business and trade
names. See "Certain Transactions--Royalty Agreement and License Agreement."

LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation incidental to its
business. In the Company's opinion, no litigation to which the Company is
currently a party, if decided adversely to the Company, is likely to have a
materially adverse effect on the Company's results of operation or financial
condition.

ENVIRONMENTAL LIABILITY

Under various federal, state, local and foreign environmental laws,
ordinances and regulations, a current or previous owner or operator of real
property may be liable for the cost of removal or remediation of hazardous or
toxic substances, on, under or in such property. Such laws often impose
liability without regard to whether the owner or operator knew of, or was
responsible for, the release of such hazardous or toxic substances. The presence
of contamination from hazardous or toxic substances, or the failure to remediate
such contaminated property properly, may adversely affect the owner's ability to
sell or rent such real property or to borrow using such real property as
collateral. Persons who arrange for the disposal or treatment of hazardous or
toxic substances also may be liable for the cost of removal or remediation of
such substances at the disposal or treatment facility, whether or not such
facility is or ever was owned or operated by such person. The operation and
removal of certain underground storage tanks also are regulated by federal and
state laws. In connection with the ownership and operation of its properties,
including properties owned, leased or managed by the Company, the Company could
be held liable for the cost of remedial action with respect to such regulated
substances and storage tanks and claims related to them. In addition to clean-up
actions brought by federal, state and local agencies, the presence of hazardous
or toxic substances on a property also could result in personal injury or
similar claims by private plaintiffs. There can be no assurance that federal,
state and local agencies or private plaintiffs will not bring such actions in
the future, or that such actions, if adversely resolved, would not have a
material adverse effect on the Company's business and results of operations.

Some of the properties owned, operated, or managed by the Company are on,
adjacent to or near properties that have contained in the past, or currently
contain, underground and/or above-ground storage tanks used to store regulated
substances such as petroleum products or other hazardous or toxic substances.
Some of the properties owned, operated or managed by the Company are in the
vicinity of properties which are currently, or have been, subject to releases of
regulated substances and remediation activity, and the Company is currently
aware of several properties owned, operated or managed by the Company which may
be impacted by regulated substances which may have migrated from adjacent or
nearby properties or which may be within the borders of areas suspected to be
impacted by regional groundwater contamination. In addition, the Company is
aware of the presence or the potential presence of regulated substances at
several properties owned, operated or managed by it which may have resulted from
historical or ongoing soil or groundwater activities on those properties. Based
on the information

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<PAGE>
available to date, the Company believes that the environmental issues described
above are being or have been appropriately managed and will not have a material
adverse effect on the Company.

There can be no assurance that environmental liabilities or claims will not
adversely affect the Company in the future.

GOVERNMENT REGULATION

The Company is subject to laws governing its relationship with employees,
including minimum wage requirements, overtime, working conditions and work
permit requirements. The Company believes that it has the necessary permits and
approvals to operate each of its properties and their respective businesses.

Under the Americans with Disabilities Act of 1990, all public accommodations
are required to meet certain federal requirements related to access and use by
disabled persons. While the Company believes that its properties in which it
holds an equity interest are substantially in compliance with these
requirements, a determination that the Company is not in compliance with the ADA
could result in the imposition of fines or an award of damages to private
litigants.

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND NOMINEES

The following table sets forth certain information regarding the Board of
Directors and executive officers of the Company, including their respective ages
as of July 31, 1997.

<TABLE>
<CAPTION>
NAME AGE TITLE
- ---------------------------------- --- ------------------------------------------------------------------------
<S> <C> <C>
George L. Lippe................... 42 Chief Executive Officer, President and Director
H. Pryor Blackwell................ 36 Executive Vice President and Chief Operating Officer of Western
Operations
William F. Concannon.............. 41 President and Chief Executive Officer of Trammell Crow Corporate
Services, Inc.
William C. Maddux................. 42 Executive Vice President and Chief Operating Officer of Eastern
Operations
Asuka Nakahara.................... 41 Executive Vice President and Chief Financial Officer
William Rothacker................. 46 President and Chief Executive Officer of Trammell Crow Retail Services,
Inc.
Robert E. Sulentic................ 40 Executive Vice President and National Director of Development and
Investment
Harlan R. Crow.................... 47 Director
J. McDonald Williams.............. 56 Director
</TABLE>

GEORGE L. LIPPE has been a director of the Company since its inception and
has served as President and Chief Executive Officer of the Company since January
1996. From 1995 to 1996, Mr. Lippe served as Executive Vice President of
Operations of the Company. From 1990 to date, Mr. Lippe served as President and
Chief Executive Officer of the Company's Midwest Region. Mr. Lippe has served in
various capacities with the Company since 1978.

H. PRYOR BLACKWELL has served as Executive Vice President and Chief
Operating Officer of the Company's Western Operations since July 1997 and
President and Chief Executive Officer of Trammell Crow Dallas/Fort Worth, Inc.
and Trammell Crow Dallas Industrial, Inc. since 1993. Mr. Blackwell has served
on the Board of Directors of the Predecessor Company since 1993 and as a member
of the Board of Directors served on the operating committee, investment
committee and audit committee of the Predecessor Company. From 1991 to 1993, Mr.
Blackwell served as President and Chief Executive Officer of Trammell Crow
Central Office Group, Inc. From 1987 to 1990, Mr. Blackwell served as the
Partner in charge of the Company's Downtown (Dallas) Office Division. Mr.
Blackwell served as the Company's Marketing Principal from 1986 to 1987 and
Leasing Agent from 1984 to 1986.

WILLIAM F. CONCANNON has been President and Chief Executive Officer of
Trammell Crow Corporate Services since July of 1991. He has been with the
Company since April 1986. Mr. Concannon has served as a Member of the Board of
Directors of the Predecessor Company since 1991. He joined Trammell Crow as Vice
President of National Marketing in 1986 and later in 1990 became Director and
Partner in charge of Trammell Crow Corporate Services. Mr. Concannon established
the Canadian Corporate Services business for the Company in 1994, under the name
Primaris Corporate Services, Ltd.

WILLIAM C. MADDUX has served as Executive Vice President and Chief
Operating Officer of the Company's Eastern Operations since July 1997. Since
1992, Mr. Maddux has served as the President of Trammell Crow MW, Inc., and has
had responsibility for overseeing the Company's operations in Illinois, Indiana,
Michigan and Wisconsin since that time. Mr. Maddux served the Company in various
other capacities from 1985 to 1992, including Partner in charge of the Company's
Carolina's division from 1988 to 1992, Marketing Principal in charge of the
Company's Oklahoma City operations from 1987 to 1988 and a Leasing Agent in the
Company's Oklahoma City office from 1985 to 1987.

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ASUKA NAKAHARA has served as Executive Vice President and Chief Financial
Officer the Company since January 1996. During 1995, Mr. Nakahara served as the
Company's Executive Vice President in charge of National Programs. Mr. Nakahara
served as President and Chief Executive Officer of Trammell Crow Northeast, Inc.
from 1991 to 1995. Mr. Nakahara served as the Northeast Regional Partner for the
Company from 1987 to 1991. Mr. Nakahara served the Company in various other
capacities from 1980 to 1987, including Operating Partner in charge of the
Company's Philadelphia division from 1985 to 1987, Finance Associate and Partner
in Houston from 1983 to 1984, and Project Manager in Houston from 1980 to 1983.

WILLIAM ROTHACKER has been President and Chief Executive Officer of
Trammell Crow Retail Services since its formation in December 1996. Since 1994,
Mr. Rothacker has been President of Trammell Crow Denver and has had
responsibility for overseeing the Company's operations in New Mexico and
Arizona. Mr. Rothacker has served on the Predecessor Company's Operating
Committee and as Chairman of its Retail Committee since 1994. Mr. Rothacker
served as Managing Director in charge of Denver from 1991 to 1994. From 1987 to
1991, Mr. Rothacker served as Partner in charge of the Denver Division. Mr.
Rothacker served as Partner in charge of the Denver Retail division from 1983 to
1986 and as a Leasing Agent in Denver from 1980 to 1983.

ROBERT E. SULENTIC has served as the Company's Executive Vice President and
National Director of Development and Investment since July 1997 and President of
Trammell Crow NE, Inc. since 1995. Mr. Sulentic has served on the Predecessor
Company's Operating Committee and as Chairman of its Development Committee since
1994. From 1991 to 1994, Mr. Sulentic served as Managing Director in charge of
Trammell Crow Company's Philadelphia Division. From 1987 to 1990, Mr. Sulentic
served as the Partner in charge of the Company's New Jersey Division. Mr.
Sulentic served in Houston as a Marketing Director for the Company in 1986 and
1987 and as a Leasing Agent in 1984 and 1985.

HARLAN R. CROW has been a director of the Company since its inception. Mr.
Crow is the Chief Executive Officer of Trammell Crow Interests Company, d/b/a
Crow Family Holdings, a private investment company managing investments in a
variety of real estate-related and other businesses, a position he has held
since 1986. Mr. Crow currently serves as a Director of Homegate Hospitality,
Inc. and Wyndham Hotel Corporation. In any given year within the past five
years, Mr. Crow has indirectly owned interests in over 1,000 partnerships (or
affiliates of partnerships) or corporations. In the past five years, Mr. Crow
was a general partner, officer or director in approximately 100 partnerships or
corporations, or affiliates of such partnerships or corporations, that filed for
protection under federal bankruptcy laws. In addition, in the past five years,
Mr. Crow was a general partner, executive officer or director in approximately
13 partnerships or corporations, or affiliates of such partnerships or
corporations, that were placed in receivership.

J. MCDONALD WILLIAMS has been a director of the Company since its inception
and has served as Chairman of the Board of Directors of the Predecessor Company
from August 1994 to the present. Mr. Williams served as President and Chief
Executive Officer of the Company from 1991 to 1994. From 1977 to 1991, Mr.
Williams served as Managing Partner of the Predecessor Company. From 1973 to
1977 Mr. Williams was Partner, Overseas Projects for the Company. Mr. Williams
is a member of the Board of Directors of A.H. Belo Corporation, Mitchell Energy
& Development Corporation and Blanks Color Imaging, Inc. In any given year
within the past five years, Mr. Williams has indirectly owned interests in over
1,000 partnerships (or affiliates of partnerships) or corporations. In the past
five years, Mr. Williams was a general partner, officer or director in
approximately 100 partnerships or corporations, or affiliates of such
partnerships or corporations, that filed for protection under federal bankruptcy
laws. In addition, in the past five years, Mr. Williams was a general partner,
executive officer or director in approximately 13 partnerships or corporations,
or affiliates of such partnerships or corporations, that were placed in
receivership.

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<PAGE>
DIRECTORS

The Certificate of Incorporation in effect immediately after the closing of
the Offering will provide, among other things, for a Board of Directors divided
into three classes, designated Class I, Class II and Class III. Directors serve
for staggered terms of three years each, except that initially the Class I
Directors will serve until the Company's 1998 annual meeting of stockholders,
the Class II Directors until the 1999 annual meeting and the Class III Directors
until the 2000 annual meeting. As set forth in the Certificate of Incorporation,
the Class I Director is George L. Lippe, the Class II Director is Harlan R.
Crow, and the Class III Director is J. McDonald Williams. The Company will
appoint six additional directors prior to the closing of the Offering, and at
least five of the nine directors in office at the closing of the Offering will
not be employees of the Company.

COMMITTEES

The Board of Directors of the Company has established an Audit Committee and
a Compensation Committee.

The Audit Committee's functions include recommending to the Board of
Directors the engagement of the Company's independent public accountants,
reviewing with such accountants the plans for and the results and scope of their
auditing engagement and certain other matters relating to their services
provided to the Company, including the independence of such accountants.
and are members of the Audit Committee.

The Compensation Committee, on behalf of the Board of Directors, reviews the
compensation of executive officers and administers the Company's incentive and
stock option plans. and are members of the
Compensation Committee.

DIRECTOR COMPENSATION

Prior to the Offering, the Company's directors had not received compensation
for their services as directors. After the closing of the Offering, the
Company's non-employee directors will be paid a retainer of $25,000 for their
service on the Board of Directors, and members of Board committees are to be
paid a fee of $1,000 ($2,000 for committee chairs) for each committee meeting
attended. In addition to the retainer, non-employee directors are eligible to
receive annual stock option grants under the Long-Term Incentive Plan. See
"Management--Long-Term Incentive Plan--Non-Employee Directors." In addition,
directors are reimbursed for expenses incurred in connection with their
attendance at Board of Directors and committee meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1996, the Compensation Committee of the Predecessor Company consisted
of Messrs. James Carreker, Harlan Crow, Bowen W. McCoy and J. McDonald Williams.
Messrs. Carreker, Crow and Williams were all members of the Board of Directors
of the Predecessor Company during their service on the Compensation Committee.

Prior to the Reincorporation Transactions, certain members of the Board of
Directors, or their affiliates, entered into certain transactions with the
Company as described under the caption "Certain Transactions" below.

EXECUTIVE COMPENSATION

The following table sets forth certain information for the year ended
December 31, 1996, concerning the cash and non-cash compensation earned by or
awarded, to the Chief Executive Officer of the Company and each of the other
four most highly compensated executive officers of the Company whose aggregate

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<PAGE>
remuneration for services rendered to the Company during the year ended December
31, 1996 exceeded $100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
COMPENSATION
NAME AND -------------------- -------------------
PRINCIPAL POSITION SALARY($) BONUS($) LTIP PAYOUTS($)(1)
- ----------------------------------------------------------------------- --------- --------- -------------------
<S> <C> <C> <C>
George L. Lippe, CEO................................................... 350,000 175,000 778,290
H. Pryor Blackwell, Chief Operating Officer of Western Operations...... 210,000 99,750 474,295
Asuka Nakahara, CFO.................................................... 250,000 125,000 413,316
William F. Concannon, CEO of TCCS...................................... 210,000 105,000 502,762
William Rothacker, CEO of TCRS......................................... 190,000 90,000 --
</TABLE>

- ------------------------------

(1) Reflects distributions made from the 1995 Profit Sharing Plan in 1996 for
amounts earned in 1996 and prior years.

The following are the dollar amounts of increases to the Profit Sharing
Account (as hereinafter defined) for each of the Named Executive Officers under
the 1995 Profit Sharing Plan (as hereinafter defined) for the year ended
December 31, 1996, together with the number of interests in Business Units (as
hereinafter defined) and Projects (as hereinafter defined) on which such
increases are based: Mr. Lippe $649,430, 32, 63; Mr. Blackwell $267,754, 4, 10;
Mr. Nakahara $321,527, 32, 60; Mr. Concannon $213,823, 32, 58; and Mr. Rothacker
$429,761, 3, 9; respectively. Payouts of awards under the 1995 Profit Sharing
Plan are subject to certain restrictions. See "--1995 Profit Sharing Plan."

LONG-TERM INCENTIVE PLAN

The description set forth below represents a summary of the principal terms
and conditions of the Trammell Crow Company Long-Term Incentive Plan (the
"Long-Term Incentive Plan") and does not purport to be complete. The description
is qualified in its entirety by reference to the Long-Term Incentive Plan, which
has been filed as an exhibit to the Registration Statement.

OVERVIEW. The purpose of the Long-Term Incentive Plan is to provide an
incentive for employees, directors and certain consultants and advisors of the
Company to remain in the service to the Company, to extend to those persons the
opportunity to acquire a proprietary interest in the Company so that they will
apply their best efforts for the benefit of the Company and to aid the Company
in attracting able persons to enter the service of the Company. The Company may
grant awards with respect to shares of Common Stock under the Long-Term
Incentive Plan to officers, directors, employees and certain consultants and
advisors of the Company or a subsidiary of the Company (as used for the
Long-Term Incentive Plan, a "Participant"). The awards under the Long-Term
Incentive Plan include (i) incentive stock options ("ISOs") qualified as such
under the Internal Revenue Code of 1986, as amended (the "Code"), (ii) stock
options that do not qualify as incentive stock options, (iii) stock appreciation
rights ("SARs"), (iv) restricted stock awards, and (v) performance units.

SHARE AUTHORIZATION. The number of shares of Common Stock that may be
subject to outstanding awards under the Long-Term Incentive Plan is equal to
shares of Common Stock. The number of shares of Common Stock authorized
under the Long-Term Incentive Plan and the number of shares subject to an award
under the Long-Term Incentive Plan will be adjusted for stock splits, stock
dividends, recapitalizations, mergers and other changes affecting the capital
stock of the Company.

INITIAL AWARDS. Concurrent with the closing of the Offering, the Company
will grant options to acquire an aggregate of shares of Common Stock to
certain employees. The exercise price for such stock options will be the initial
public offering price on the cover page of this Prospectus. The stock option
grants include grants to each of the executive officers of the Company of the
right to acquire

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shares and a grant to Mr. Williams of the right to acquire
shares. These options will vest ratably over a three-year period.

ADMINISTRATION. The Long-Term Incentive Plan will be administered by the
Board of Directors; provided, however, that the Board of Directors may delegate
any or all of its duties to a committee of the Board of Directors (as used in
this description of the Long-Term Incentive Plan, the "Committee"). The Company
anticipates that the Compensation Committee will administer the Long-Term
Incentive Plan. The Committee has broad discretion to administer the Long-Term
Incentive Plan, interpret its provisions, and adopt policies for implementing
the Long-Term Incentive Plan. This discretion includes the ability to select the
recipient of an award, determine the type and amount of each award, establish
the terms of each award, accelerate vesting or exercisability of an award,
extend the exercise period for an award, determine whether performance
conditions have been satisfied, permit the transfer of an award to family trusts
and other persons and otherwise modify or amend any award under the Long-Term
Incentive Plan.

STOCK OPTIONS. The Committee determines the exercise price of each option
granted under the Long-Term Incentive Plan. The exercise price for an ISO must
not be less than the fair market value of the Common Stock on the date of grant,
and the exercise price of non-qualified stock options must not be less than 85%
of the fair market value of the Common Stock on the date of grant. Stock options
may be exercised as the Committee determines, but not later than ten years from
the date of grant in the case of ISOs. At the discretion of the Committee,
holders may use shares of Common Stock to pay the exercise price, including
shares issuable upon exercise of the option.

SARS. A SAR may be awarded in connection with or separate from a stock
option. A SAR is the right to receive an amount in cash or Common Stock (or a
combination of cash and Common Stock) equal to the excess of the fair market
value of a share of the Common Stock on the date of exercise over the exercise
price specified in the agreement governing the SAR (for SARs not granted in
connection with a stock option) or the exercise price of the related stock
option (for SARs granted in connection with a stock option). A SAR granted in
connection with a stock option will require the holder, upon exercise, to
surrender the related stock option or portion thereof relating to the number of
shares for which the SAR is exercised. The surrendered stock option or portion
will then cease to be exercisable. Such a SAR is exercisable or transferable
only to the extent that the related stock option is exercisable or transferable.
A SAR granted independently of a stock option will be exercisable as the
Committee determines. The Committee may limit the amount payable upon exercise
of any SAR. SARs may be paid in cash or stock, as the Committee provides in the
agreement governing the SAR.

RESTRICTED STOCK AWARDS. A restricted stock award is a grant of shares of
Common Stock that are nontransferable or subject to risk of forfeiture until
specific conditions are met. The restrictions will lapse in accordance with a
schedule or other conditions as the Committee determines. During the restriction
period, the holder of a restricted stock award may, in the Committee's
discretion, have certain rights as a stockholder, including the right to vote
the stock and receive dividends and other distributions paid on that stock.

PERFORMANCE UNITS. Performance units are performance-based awards payable
in cash, Common Stock, or a combination of both. The Committee may select any
performance measure or combination of measures as conditions for cash payments
or stock issuances under the Long-Term Incentive Plan.

ASSUMED OPTION PLAN

In connection with the Reincorporation Transactions, the Company has agreed
to assume, at the Effective Time, the Trammell Crow Company 1997 Stock Option
Plan (the "Assumed Option Plan" or the "1997 Plan"). The description set forth
below represents a summary of the principal terms and conditions of the Assumed
Option Plan. The description is qualified in its entirety by reference to the
Assumed Option Plan, which has been filed as an exhibit to the Registration
Statement.

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<PAGE>
ADMINISTRATION. The Assumed Option Plan will be administered by the Board
of Directors; provided, however, that the Board of Directors may delegate any or
all of its duties under the Assumed Option Plan to a committee of the Board of
Directors or to any officer or committee of officers of the Company. The Company
anticipates that the Compensation Committee will administer the Assumed Option
Plan.

ELIGIBILITY. Each employee of the Company or a subsidiary of the Company is
eligible to participate in the Assumed Option Plan. The Compensation Committee
has selected the persons, whom it identifies as having a direct and significant
effect on the performance of the Company or a subsidiary of the Company, to be
granted awards or options pursuant to the Assumed Option Plan (as used for the
Assumed Option Plan, the "Participants").

SHARE AUTHORIZATION. The number of shares of Common Stock that may be
subject to outstanding awards under the Assumed Option Plan is equal to 1,626
shares of Common Stock. The number of shares of Common Stock authorized under
the Assumed Option Plan and the number of shares subject to an award under the
Assumed Option Plan will be adjusted for stock splits, stock dividends,
recapitalizations, mergers and other changes affecting the capital stock of the
Company.

STOCK OPTIONS. Options granted under the Assumed Option Plan are
nonqualified stock options. A stock option entitles the Participant to purchase
shares of Common Stock from the Company at the exercise price. The exercise
price may be paid in cash, with shares of Common Stock or with a combination of
cash and Common Stock. The options will expire within ten years from the date of
grant. In addition, the Compensation Committee may specify that an option will
terminate prior to the end of its stated term upon termination of employment,
disability or death. If the employment relationship is terminated for any
reason, any options that are not then vested will be forfeited.

INITIAL AWARDS AND ASSUMPTION OF AWARDS. On August 1, 1997, the Predecessor
Company granted options under the Assumed Option Plan to acquire an aggregate of
1,626 shares of Common Stock to certain employees, which constitutes all shares
authorized under the Assumed Option Plan. At the Effective Time, the Company
will assume the Predecessor Company's obligations with respect to all such
options issued pursuant to the Assumed Option Plan, and the Company will
thereafter be obligated to issue up to an aggregate of shares of Common
Stock at a price of $ per share upon the exercise of such options. All of
such options will vest upon the closing of the Offering and will become
exercisable 30 days thereafter. Because of the difference between the exercise
price of each assumed option and the initial price to the public in the
Offering, the Company expects to recognize a non-cash, non-recurring charge to
earnings of approximately $26.4 million in the third quarter of its 1997 fiscal
year. The Predecessor Company granted an option to acquire shares to Mr.
Concannon, a Named Executive Officer. No option will be granted under the
Assumed Option Plan following the closing of the Offering.

1995 PROFIT SHARING PLAN

Concurrently with the consummation of the Offering, the Company will
terminate any future awards under its 1995 Profit Sharing Plan (the "1995 Profit
Sharing Plan"). Set forth below is a general discussion of the terms of the
Profit Sharing Plan.

The basic accounting units for purposes of the 1995 Profit Sharing Plan are
Business Units and Projects. Business Units are designated based upon
recommendations by profit sharing unit leaders to the Chief Executive Officer
and are generally determined by geography or line-of-business. Similarly, a
Project represents a particular real estate project in which the Company owns an
equity interest. Profit Sharing Unit economic interest generally consists of
multiple Business Units and Projects.

A profit sharing account ("Profit Sharing Account") is maintained for each
participant (for the purposes of this section, a "Participant") within a Profit
Sharing Unit. Each Participant's Profit Sharing Account is adjusted to reflect
the operational results of each constituent Business Unit in which the
Participant has been allocated a percentage economic interest (a "Business Unit
Percentage") and each

65
<PAGE>
constituent Project in which the Participant has been allocated a percentage
economic interest (a "Project Percentage"). The Profit Sharing Accounts do not
represent any current right to assets of the Company. In a profitable year, each
of a Participant's Profit Sharing Accounts is increased by a fraction of the
Earnings Before Profit Sharing ("EBPS") of the appropriate Business Units and
Projects. In an unprofitable year, EBPS of a given Business Unit or Project may
be negative, in which case each Participant's Profit Sharing Account will
decrease. In addition, various adjustments to Profit Sharing Accounts may be
made to reflect the profits intended to be shared with the Participant. Prior to
retirement, a Participant may receive distributions which are deducted from his
Profit Sharing Account balances. Distributions will generally be limited to a
portion of the current year's EBPS. Payment of these distributions may also be
limited by liquidity concerns of the Company, potential negative Profit Sharing
Accounts for individuals, and obligations to pay retired Participants or former
stockholders.

DISTRIBUTIONS BEFORE RETIREMENT. For each year, Participants have generally
received two kinds of distributions: (i) for each Project, distributions in
proportion to their Project Percentages ("Project Distributions"); and (ii) for
each Profit Sharing Unit, distributions in proportion to their Profit Sharing
Account balances ("Current Distributions"). Current Distributions may not exceed
the available cash of a Profit Sharing Unit after being reduced by certain
priority payments. Thus, a Participant in a profitable Business Unit may have a
Current Distribution limited if current earnings or available cash is reduced by
the results of an unprofitable Business Unit in the same Profit Sharing Unit.
Similarly, Project Distributions generally may not exceed a set percentage of
the current earnings of the Project. Current Distributions or Project
Distributions will be made to a Participant only to the extent that the
Participant's Profit Sharing Account balance is positive after aggregating all
individual Business Units and Projects. Thus, all distributions made from a
positive Profit Sharing Unit will be offset against any Profit Sharing Unit in
which the Participant has a negative account balance if the Participant does not
have a positive net Profit Sharing Account balance. Finally, both Current
Distributions and Project Distributions may be limited by other factors,
including the overall solvency of the applicable Profit Sharing Unit.

RETIRED PARTICIPANTS. Upon termination of employment, death or disability,
a Participant, subject to certain vesting requirements, is entitled to receive
the amounts, subject to the payment restrictions under the Profit Sharing Plan,
currently held in such Participant's Profit Sharing Account, which account is
converted into a retirement account (a "Retirement Account"). After conversion
into a Retirement Account, a Participant has no further Business Unit interests
after the last day of the profit sharing period in which his retirement occurs,
but will continue to have existing Project interests. A retired Participant may,
subject to limitations, receive two types of payments from his/her Retirement
Account, (i) Basic Distributions and (ii) Project Distributions, if retired
before January 1, 1995. The Profit Sharing Plan vests over a graduated period
such that if a Participant retires before the fifth anniversary of the December
31st first following the date on which he first becomes a Participant, his/her
Retirement Account and Project Percentage will be reduced as follows: to 1% if
he/she retires before the first anniversary, to 20% if he/she retires before the
second anniversary, to 40% if he/she retires before the third anniversary, to
60% if he/ she retires before the fourth anniversary; and to 80% if he/she
retires before the fifth anniversary.

Retired Participants will receive Basic Distributions equal to (a) the
amount of such Basic Distribution partially accelerated to 10% of such
participant's Retirement Balance as of his/her Retirement Date or (b) the Basic
Distribution otherwise distributable to such participant by reason of a
distribution by the applicable Profit Sharing Unit, whichever is greater,
subject to certain limitations. For participants who retire on or after January
1, 1996 (a "Post '95 Retired Participant"), upon the occurrence of the fifth
anniversary of the Retirement Date, no distributions will be made to other
Participants, except Retired Participants, in that Profit Sharing Unit until
such Retired Participant's Retirement Account is reduced to zero. If more than
one Post '95 Retired Participant has reached the fifth anniversary of his/her
Retirement Date, all such Post '95 Retired Participants will share
proportionately based upon their respective Retirement Account balances. With
respect to any participant who retired prior to January 1, 1996 (a "Pre '96
Retired Participant"), upon the seventh anniversary of his/her Retirement Date,
no Post '95 Retired

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Participant will receive any Basic Distribution until the Pre '96 Retired
Participant has received his/her balance in full or until the Post '95 Retired
Participant has reached the seventh anniversary of his Retirement Date
(whereupon such Post '95 Retired Participant shall be treated the same as a Pre
'96 Retired Participant), whichever shall first occur.

The accelerated Basic Distributions will be limited to the Available Cash of
the applicable Profit Sharing Unit and other limitations contained in the 1995
Profit Sharing Plan, including a limit on Basic Distributions to Retired
Participants of 24% of Available Cash of the applicable Profit Sharing Unit. In
computing Available Cash, reserves must include anticipated royalty payments
under the Royalty Agreement and anticipated common dividends based on the most
current dividend policy of the Company. In the absence of such policy, reserves
for common dividends are established by the Chief Executive Officer in his sole
discretion. Further, the Chief Executive Officer may, in his sole discretion,
adjust the working capital reserves established by each Profit Sharing Unit in
the manner he deems appropriate.

TERMINATION OF FUTURE AWARDS. After the consummation of the Offering, the
Company will not grant any future awards under the Profit Sharing Plan. All
deferred and accrued earnings associated with the Profit Sharing Units and
Business Units under the Profit Sharing Plan will be paid to the current
Participants, and when all such amounts have been paid, the Company will have no
further obligation to Participants. With respect to Retired Participants, the
Company will continue to make Project Distributions until the completion of the
particular Project.

401(K) PLAN

The Company sponsors a retirement plan called the Trammell Crow Company
Retirement Savings Plan (the "401(k) Plan"). The total assets as of December 31,
1996, held by the 401(k) Plan were valued at approximately $43.1 million. The
trustee for the 401(k) Plan is Asuka Nakahara. Employees (including members of
management) are eligible to make voluntary contributions under the 401(k) Plan
of up to 15% of their annual compensation, subject to the applicable limitations
of the Code. The Company is permitted to make a discretionary contribution to
the 401(k) Plan each fiscal quarter which will be allocated among participants
as a matching contribution based on their contributions under the 401(k) Plan.
The Company policy is to match the lesser of (i) 50% of all contributions up to
6% of an employee's contribution and (ii) $4,500 per year. The 401(k) Plan
permits employees to direct investments of their accounts among a selection of
mutual funds. The 401(k) Plan is intended to qualify as a profit sharing plan
under 401(a) and 401(k) of the Code.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases; or (iv)
for any transaction from which the director derived an improper personal
benefit. The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from grossly
negligent behavior), except in the situations described above.

Prior to completion of the Offering, the Company intends to enter into
indemnification agreements with each of its executive officers and directors.
Pursuant to such agreements, the Company will, to the extent permitted by
applicable law, indemnify such persons against all expenses, judgments, fines
and penalties incurred in connection with the defense or settlement of any
actions brought against them by reason of the fact that they were directors or
officers of the Company or assumed certain responsibilities at the direction of
the Company.

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CERTAIN TRANSACTIONS

REINCORPORATION TRANSACTIONS

In connection with the Reincorporation Transactions, the current
stockholders of the Company will receive million shares of Common Stock,
constituting approximately % of the outstanding Common Stock after the
Offering. See "Principal Stockholders."

On August 1, 1997, the Predecessor Company granted options under the Assumed
Option Plan to acquire an aggregate of 1,626 shares of Common Stock to certain
employees, which constitutes all shares authorized under the Assumed Option
Plan. At the Effective Time, the Company will assume the Predecessor Company's
obligations with respect to all such options issued pursuant to the Assumed
Option Plan, and the Company will thereafter be obligated to issue up to an
aggregate of shares of Common Stock at a price of $ per share upon
the exercise of such options. All of such options will vest upon the closing of
the Offering and will become exercisable 30 days thereafter. Because of the
difference between the exercise price of each assumed option and the initial
price to the public in the Offering, the Company expects to recognize a
non-cash, non-recurring charge to earnings of approximately $26.4 million in the
third quarter of its 1997 fiscal year. The Company will assume an option to
acquire shares granted to Mr. Concannon, a Named Executive Officer. No
option will be granted under the Assumed Option Plan following the closing of
the Offering.

Concurrent with the closing of the Offering, the Company granted options
under the Long-Term Incentive Plan to acquire an aggregate of shares of
Common Stock to certain employees. The exercise price for such stock options was
the initial public offering price on the cover page of this Prospectus. The
stock option grants include grants to each of the executive officers of the
Company to acquire shares and a grant to Mr. Williams to acquire
shares. The options will vest ratably over a three-year period.

ROYALTY AGREEMENT AND LICENSE AGREEMENT

Pursuant to a Royalty Agreement entered into between Mr. Trammell Crow, as
an individual, and the Company on January 1, 1991, as ultimately assigned to
Crow Family Partnership, L.P. on January 3, 1994, Mr. Trammell Crow granted to
the Company the exclusive right and license to use any of the Trammell Crow
Company business or trade names, or any acronym or abbreviation thereof, in any
business developing, acquiring, managing, financing, owning or investing in real
estate for office, industrial or retail use in the United States or Canada.
Payments under the Royalty Agreement were approximately $2,172,000, $2,382,000
and $1,194,000 in 1996, 1995, and 1994, respectively.

The Company and Crow Family have agreed that immediately prior to the
closing of the Offering and upon termination by Crow Family and the Predecessor
Company of the Royalty Agreement, they will enter into a License Agreement.
Prior to the termination of the Royalty Agreement and Consulting Arrangements,
the Predecessor Company intends to make cash payments in an aggregate amount of
approximately $1,524,000 to Crow Family in partial satisfaction of accrued
royalty and consulting expenses. The Predecessor Company has agreed that, no
later than April 15, 1998, it will pay Crow Family all unpaid amounts owed by
the Company to Crow Family under the Royalty Agreement as of the date
immediately preceding the date of this Prospectus.

Pursuant to the terms of the License Agreement, and subject to certain
quality standards, the Company will be granted the right to use the name
"Trammell Crow" in any business in any region around the world; provided,
however, that the Company has agreed that it will not engage in the residential
real estate business under the name "Trammell Crow." The license granted
pursuant to the License Agreement will be perpetual, subject to the Company's
continued use and compliance with certain quality standards and termination as a
result of certain bankruptcy events.

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Under the terms of the License Agreement, Crow Family has reserved the right
to use the names "Crow Family Holdings" and "Crow Investment Trust" (and one
approved substitute for either of such names) and derivations thereof in any
business except the real estate services business. Crow Family is not required
to change the name of certain of its existing affiliates which currently use
names that would otherwise be prohibited under the License Agreement. However,
Crow Family has agreed to use its reasonable efforts to prevent any entities
from engaging in any new business activities without the entity changing its
name to a permitted name under the License Agreement. Crow Family has also
agreed not to use the name "Crow" in combination with the word "Company" or in
combination with any word that connotes a real estate service business,
including "Development," "Brokerage," "Management," "Property Management,"
"Services," "Corporate Services," "Infrastructure Management," "Leasing" or
"Tenant Representation." In addition, Crow Family will not use "Crow" in the
name of any entity that has securities registered under the Securities Act or
the Securities Exchange Act of 1934; provided, however, that the names "Trammell
Crow Residential Company," "Tramell Crow Residential" and "TCR" may be used for
any public entity pursuant to the terms of applicable agreements among Trammell
Crow Residential Company, Crow Family and, if applicable, the Company. Crow
Family can use the name "Crow" in the name of any privately held entity that is
not engaged in the real estate business if the name also includes a descriptive
word (E.G., "Crow Publishing"). Crow Family has agreed to use its reasonable
efforts to assure that other family members of Mr. Trammell Crow will comply
with the License Agreement as if they were parties to the agreement. In
addition, Crow Family has agreed to cause Trammell Crow International to cease
using the name "Trammell Crow" within three years after the date of the License
Agreement, and also to cease to use that name in any market within 12 months
after the Company or any of its subsidiaries opens an office in that market.

CONSULTING ARRANGEMENT

In January 1991, the Company entered into consulting arrangements (the
"Consulting Arrangements") with an affiliate of Mr. Harlan Crow and Mr.
Williams. Mr. Crow's interest was subsequently assigned to Crow Family. Pursuant
to the Consulting Arrangements, Mr. Williams and Crow Family receive payments
computed by paying them a fixed percentage of earnings of each Project and
Business Unit. The Consulting Arrangements will be terminated as of the closing
of the Offering. Crow Family received payments of $271,000, $297,000 and
$149,000, for fees accrued in 1996, 1995 and 1994, respectively. Mr. Williams
received payments of $221,141, $143,307 and $148,366, for fees accrued in 1996,
1995 and 1994, respectively. The Predecessor Company has agreed that, no later
than April 15, 1998, it will pay Crow Family all unpaid amounts owed by the
Predecessor Company to Crow Family under Consulting Arrangements. Mr. Williams
will receive a payment of $1,555,918 upon the termination of the Consulting
Arrangements. See "Reincorporation Transactions."

CROW INVESTMENT TRUST AND CERTAIN INVESTMENT FUNDS

Crow Realty Investors, L.P. d/b/a Crow Investment Trust is wholly owned by
Crow Family. Mr. Harlan Crow, a director of the Company, is the chief executive
officer of Crow Family, Inc., the general partner of Crow Family. Since its
inception in 1994, Crow Investment Trust has co-invested with the Company and
various of its subsidiaries in 15 projects in the areas of industrial
development, build-to-suit arrangements, land acquisitions and other real-estate
related projects.

Beginning in 1995, the Company, directly and through its subsidiary Trammell
Crow Capital Company, and certain senior employees of the Company and its
affiliates, through Trammell Crow Investment Fund 1995 L.P., a Delaware limited
partnership ("Fund I"), have co-invested on a side-by-side basis with Crow
Investment Trust and Mr. Williams in six and four real-estate related projects,
respectively. Trammell Crow Investments, Inc., the general partner of Fund I, is
a subsidiary of Trammell Crow Capital Company. The Company's contributions to
and distributions from these projects were approximately $265,000, $1,118,000;
and $1,993,000, $0 in 1996 and 1995, respectively. Crow Investment Trust and Mr.
Williams

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have co-invested and received distributions in the amounts of $275,000,
$5,138,000; and $6,249,000, $0 in 1996 and 1995, respectively, with respect to
these projects. The senior employees of the Company invest in the projects
indirectly as limited partners in Fund I. The following reflects total
investments and distributions related to Fund I through December 31, 1996, for
the executive officers of the Company: Mr. Lippe, $150,000, $131,677; Mr.
Nakahara $25,000, $21,946; Mr. Maddux, $50,000, $43,892; Mr. Sulentic, $25,000,
$21,946; and Mr. Blackwell, $100,000, $87,785; respectively. No additional
capital contributions were made to Fund I during 1996 by the executive officers
of the Company.

Beginning in February 1996, the Company, through its subsidiary Trammell
Crow Capital Company II, Inc., and certain directors and senior employees of the
Company and its affiliates have collectively invested in Trammell Crow
Investment Fund II, L.P., a Delaware limited partnership emphasizing real-estate
related projects ("Fund II"). Trammell Crow Investments II, Inc., the general
partner of Fund II, is a subsidiary of Trammell Crow Capital Company II, Inc.
The senior employees of the Company invest as limited partners through Trammell
Crow Individual Investment Fund 1996, L.P. in Fund II. The Company's
contributions to Fund II were approximately $880,000 in 1996. The Company has
received no distributions from Fund II. The following reflects total investments
and distributions related to Fund II through July 31, 1997, for the executive
officers of the Company: Mr. Lippe, $110,000, $29,324; Mr. Nakahara, $55,000,
$14,662; Mr. Maddux, $27,500, $7,331, Mr. Concannon, $27,500, $7,331; Mr.
Rothacker, $27,500, $7,331; Mr. Sulentic, $13,750, $3,665; and Mr. Blackwell,
$137,500, $36,655, respectively. In addition, Mr. Williams, a director of the
Company, made investments in Fund II of $412,500 and received distributions of
$109,964 through July 31, 1997. No additional capital contributions have been
made in Fund II as of June 30, 1997 by the executive officers and directors of
the Company.

Fund II currently invests in several related limited partnerships that are
all affiliates of Crow Family collectively referred to as the "DFW Fund."
Through July 31, 1997, the Company and Crow Investment Trust have invested an
aggregate of approximately $1,187,070 and $636,037, respectively, in DFW Fund.
The aggregate amount invested by Fund II in DFW Fund through July 31, 1997, is
$480,000. An affiliate of Mr. Williams has invested $89,471 as of December 31,
1996 in DFW Fund. DFW Fund has made no distributions. Through June 30, 1997, an
affiliate of Mr. Williams contributed approximately $700,000 to projects in
which DFW Fund has an interest. The Company has also agreed not to invest in
certain investment opportunities in the Dallas/Fort Worth metropolitan area
without first offering the investment opportunity to the DFW Fund.

Crow Investment Trust currently has a substantial ownership interest in TCC
Retail BTS Limited Partnership ("Retail BTS"), a Texas limited partnership which
has a wholly owned subsidiary of the Company as its general partner. Retail BTS
develops, owns and operates real estate projects leased to national retail
chains. Through July 31, 1997, Crow Investment Trust has invested an aggregate
of $374,000 in Retail BTS. Crow Investment Trust has received payments of
approximately $58,000, $105,000 and $35,000 in 1996, 1995 and 1994,
respectively.

CROW FAMILY

During 1996, 1995 and 1994, the Company received 9%, 11% and 14%,
respectively, of its total revenue from a commercial real estate asset base
principally owned by the partnerships, corporations and other entities or
individuals doing business as Trammell Crow Company prior to 1991. Crow Family
1991 Limited Partnership (an affiliate of Crow Family and Mr. Harlan Crow) and
Mr. Williams, a director of the Company, own significant interests in this
commercial asset base.

CAPITALIZATION DEBT

In connection with its initial capitalization, the Predecessor Company
borrowed $9,020,000 from Mr. Williams and an affiliate of Crow Family. The notes
representing such indebtedness (the "Capitalization Notes") are unsecured and
bear interest at 10.5% per annum, and require principal payments equal to

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available cash for debt repayment. In 1993, Mr. Williams sold a portion of his
interest in the Capitalization Notes to a former shareholder. In 1994, Mr.
Williams acquired all of the interests held by the affiliate of Crow Family in
the Capitalization Notes. The outstanding borrowings under the Capitalization
Notes totaled approximately $1,378,000, $2,592,000 and $4,819,000 at December
31, 1996, 1995 and 1994, respectively. Any remaining unpaid principal balance of
the Capitalization Notes and accrued interest thereon is due on October 1, 2006.
Aggregate principal and interest payments of approximately $1,496,000,
$2,750,000 and $1,831,000 were made to Mr. Williams during 1996, 1995 and 1994,
respectively. The remaining balance under the Capitalization Notes of
approximately $650,000 will be paid to Mr. Williams upon the closing of the
Offering.

CATMONTU NOTES

In connection with the private placement of common stock of the Predecessor
Company in January 1993, Mr. Blackwell, Mr. Concannon, Mr. Lippe and Mr.
Nakahara, along with certain other stockholders of the Company borrowed funds
from an affiliate of the Company, as evidenced by individual promissory notes
(the "Catmontu Notes"). Each stockholder pledged his/her purchased Common Stock
as collateral for the Catmontu Notes. The Catmontu Notes bear interest at prime
plus 1 1/2% per annum payable quarterly and mature in 1998. As permitted under
the shareholders' agreement of the Predecessor Company and in connection with
the private placement of Common Stock in 1996, the Company repurchased the
shares securing the Catmontu Notes at book value. The original amount
outstanding under the Catmontu Notes for each of Mr. Blackwell, Mr. Concannon,
Mr. Lippe and Mr. Nakahara was $79,789, $408,780, $408,780 and $200,018,
respectively. Messrs. Blackwell, Concannon, Lippe and Nakahara received cash
payments of $81,426, $419,187, $419,187 and $204,122, respectively. These cash
payments reflect the payment of principal on the Catmontu Notes plus any
increase in the Company's earnings over the period. The largest aggregate amount
of debt outstanding on the Catmontu Notes was $3,418,241. All Catmontu Notes
were paid in conjunction with the private placement on August 11, 1996.

PURCHASE NOTES

In connection with the private placement of common stock of the Predecessor
Company in August 1996, the Company financed a portion of the purchase price for
the common stock purchased by the Named Executive Officers along with certain
other employees. The individual notes evidencing the amount borrowed from the
Company to pay a portion of the purchase price for the acquired shares (the
"Purchase Notes"), bear interest at the prime rate of interest announced from
time to time by First Tennessee Bank, N.A, plus 0.5% per annum. Each Purchase
Note is payable in five annual installments of principal, plus accrued interest,
due on March 1 of each year, with the first such installment paid on March 1,
1997. Each Purchase Note is secured by a pledge agreement (the "Pledge
Agreement") between the employee and the Company, granting a security interest
in all Common Stock owned or acquired, directly or indirectly, by the employee.
Under the Purchase Notes, the employee has personal liability for the payment of
20% of the original principal balance and 20% of the accrued and unpaid interest
thereon. With the exception of these amounts and the employee's interest in any
collateral covered by the Pledge Agreement, the employee has no personal
liability for payment of any of the indebtedness evidenced by the respective
Purchase Note. The aggregate amount financed under the Purchase Notes was
$9,394,040. The aggregate amount of principal and interest outstanding as of
June 30, 1997, was approximately $7,107,000 Set forth below is the amount
initially borrowed and the outstanding balance as of June 30, 1997, including
principal plus accrued interest, for each of the Company's executive officers.
Mr. Blackwell, $283,407, $233,490; Mr. Concannon, $295,314, $243,299; Mr. Lippe,
$329,511, $271,474; Mr. Maddux, $68,986, $56,835; Mr. Nakahara, $132,842,
$109,442; Mr. Rothacker, $203,765, $167,876; and Mr. Sulentic, $179,430,
$147,826.

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TAX NOTES

In connection with the private placement of common stock of the Predecessor
Company in August 1996, the Company financed certain income tax liabilities of
the Named Executive Officers along with other employees resulting from the
application of the employee's deferred compensation in his/her Profit Sharing
Account to purchase the common stock. The notes representing the resulting
indebtedness bear interest at 5.88% (the "Tax Notes"), but if the loan is not
repaid by August 26, 1998, the interest rate will increase to the prime rate of
interest announced from time to time by Texas Commerce Bank, N.A plus 0.5% per
annum until paid. The term of the Tax Notes is three years with 100% of the
after-tax cash distributions from the 1995 Profit Sharing Plan attributable to
the applicable regional operating company being applied in payment of such
notes, first to interest and then to principal. Each loan is fully recourse to
the employee and secured by the remaining deferred compensation balance in
his/her Profit Sharing Account. The aggregate amount financed under the Tax
Notes was $4,848,069. The aggregate amount of principal and interest outstanding
as of June 30, 1997 was approximately $1,776,000. Set forth below is the amount
initially borrowed and the outstanding balance as of June 30, 1997, including
principal plus accrued interest, for each of the Company's executive officers.
Mr. Blackwell, $190,399, $0; Mr. Concannon, $74,893, $1,713; Mr. Lippe,
$269,939, $138,876; Mr. Maddux, $147,959, $90,750; Mr. Nakahara, $138,068,
$41,528; Mr. Rothacker, $194,208, $194,208; and Mr. Sulentic, $102,347, $7,834.

STOCKHOLDERS' AGREEMENT

Contemporaneously with the Reincorporation Transactions, the Company, Crow
Family and Mr. Williams will enter into a Stockholders Agreement pursuant to
which, among other things, (i) the Company will grant certain registration
rights to Crow Family and Mr. Williams with respect to the shares of Common
Stock to be issued to them in the Reincorporation Transactions, (ii) each of
Crow Family and the Company will agree not to solicit for employment, without
prior written notice to the chief executive officer of the other company, the
officer-level employees of the other for a period of five years, (iii) Crow
Family will agree to give the Company 15 days prior notice before effecting any
private sale of shares of Common Stock owned by it and (iv) the Company will
agree to nominate for election to its Board of Directors a nominee of Crow
Family until such time as Crow Family's beneficial ownership of shares of Common
Stock declines below a certain threshold. The executive officers of the Company
will also be parties to the Stockholders' Agreement solely for the purpose of
agreeing to vote in favor of the Crow Family nominee. See "Description of
Capital Stock--Stockholders Agreement."

DOPPELT STOCKHOLDERS AGREEMENT

TCRS and the Predecessor Company have entered into as stockholders agreement
with Doppelt and Mr. Doppelt (the "Doppelt Stockholders Agreement"). The Doppelt
Stockholders Agreement sets forth certain limitations on the rights of Doppelt
to transfer the Doppelt Shares. As long as Mr. Doppelt remains employed with the
Company, these transfer restrictions will lapse (i) with respect to 30% of these
shares on each of August 15, 1998, and August 15, 1999, (ii) with respect to 20%
of these shares on August 15, 2000, and (iii) with respect to 10% of these
shares on each of August 15, 2001, and August 15, 2002. Regardless of these
transfer restrictions, Doppelt is entitled to receive all dividend payments and
to exercise all voting and other ownership rights with respect to this stock.
The Doppelt Stockholders Agreement also provides that, in the event the Company
proposes to register any of the Company's Common Stock under the Securities Act,
Doppelt (or permitted transferees of Doppelt) will be entitled to include its
(or their) shares of Common Stock of the Company or common stock of TCRS in the
registration, subject to certain limitations. See "Description of Capital
Stock--Doppelt Stockholders Agreement."

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WYNDHAM HOTEL CORPORATION

Wyndham Hotel Corporation, an entity in which an affiliate of Crow Family
has a significant ownership interest ("Wyndham"), made payments in the amount of
approximately $1,150,000 and $387,000, in 1996 and 1995, respectively, for
contract labor (including related costs) provided by the Company to Wyndham for
management information services.

THE KINETIC GROUP

On January 1, 1997, the Company invested in The Kinetic Group Limited
Partnership (the "Kinetic Group"), a Texas limited partnership in which Wyndham
owns a substantial interest. The Kinetic Group operates as an independent
third-party contractor to provide certain management information services,
telecommunications, and computer hardware and software management and
maintenance services. Wyndham and the Company share equally in all profit
distributions of the Kinetic Group. Each of Wyndham and the Company have entered
into mangagement information system agreements for an initial term of five years
with the Kinetic Group to provide these services. The Company paid no services
fees in 1996. As of June 30, 1997, the Company has paid approximately $2,067,000
in fees.

POLICY WITH RESPECT TO RELATED PARTY TRANSACTIONS

The Company has implemented a policy requiring any material transaction (or
series of related transactions) between the Company and related parties to be
approved by a majority of the disinterested directors, upon such Directors'
determination that the terms of the transaction are no less favorable to the
Company than those that could have been obtained from unrelated third parties.
The policy defines a material related party transaction (or series of related
transactions) as one involving a purchase, sale, lease or exchange of property
or assets or the making of any investment with a value to the Company in excess
of $1.0 million or a service agreement (or series of related agreements) with a
value in excess of $1.0 million in any fiscal year. There can be no assurance
that this policy will always successfully eliminate the influence of conflicts
of interest. See "Management--Directors."

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership as of August 22, 1997, of the Company's Common Stock,
assuming the Doppelt Acquisition and the Reincorporation Transactions have
occurred, and as adjusted to give effect the sale of the Common Stock offered
hereby, by (i) each person known to the Company to be the beneficial owner of 5%
or more of the shares of Common Stock outstanding; (ii) each director; (iii)
each Named Executive Officer; and (iv) directors and executive officers of the
Company as a group. Unless otherwise indicated, each person has sole voting
(subject to the terms of the Stockholders' Agreement) and dispositive power over
the shares indicated as owned by such person. Unless otherwise indicated, all
stockholders set forth below have the same principal business address as the
Company.

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
NUMBER OF BENEFICIALLY OWNED
SHARES OWNED ------------------------
BEFORE THE BEFORE AFTER
NAME OFFERING OFFERING OFFERING
- -------------------------------------------------------------------------- ----------------- ----------- -----------
<S> <C> <C> <C>
Crow Family Partnership, L.P.............................................. -- 27.8 --
3200 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

J. McDonald Williams...................................................... -- 5.4 --

George L. Lippe........................................................... -- 3.0 --

H. Pryor Blackwell........................................................ -- 2.5 --

William F. Concannon(1)................................................... -- 1.6 --

William C. Maddux......................................................... -- 1.4 --

Asuka Nakahara............................................................ -- 1.6 --

William Rothacker......................................................... -- 2.1 --

Robert E. Sulentic........................................................ -- 1.3 --

Harlan R. Crow(2)......................................................... -- 27.8 --
3200 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

Directors and executive officers as a group (9 persons)................... -- 47.0 --
</TABLE>

- ------------------------

* Less than 1%.

(1) Includes shares held directly by Mr. Concannon and options
exercisable within 60 days after August 22, 1997, to acquire shares
granted under the Assumed Option Plan.

(2) Consist of shares held by Crow Family Partnership, L.P., of which Crow
Family, Inc. is the general partner. Mr. Crow is a director of Crow Family,
Inc. and trustee of certain family trusts which hold a significant equity
interest in such entity. Mr. Crow disclaims beneficial ownership of all
such shares held by such partnership.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

The following summary description is qualified in its entirety by reference
to the Company's Certificate of Incorporation, which is filed as an exhibit to
the Registration Statement. The authorized capital stock of the Company consists
of 100,000,000 shares of Common Stock, par value $0.01 per share, and 30,000,000
shares of Preferred Stock, par value $0.01 per share.

The authorized and unissued shares of Common Stock and Preferred Stock may
be used by the Company for various purposes, including possible future
acquisitions. The Company currently does not have any specific plans or
obligations to issue shares of Common Stock or Preferred Stock, other than (i)
the sale of the shares of Common Stock offered hereby; (ii) the shares of Common
Stock to be issued in connection with the Doppelt Acquisition; and (iii) the
issuance of shares of Common Stock under the Company's benefit plans. See
"Management--Long-Term Incentive Plan," "--Assumed Option Plan" and "Certain
Transactions."

COMMON STOCK

Prior to the completion of the Offering, but after giving effect to the
Reincorporation Transactions, the Company will have shares of Common
Stock outstanding, which will be held by 114 stockholders of record.

The holders of shares of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of common stockholders. There is
no provision in the Company's Certificate of Incorporation for cumulative voting
with respect to the election of directors. Accordingly, the holders of more than
50% of the total voting power of the Common Stock can, if they choose to do so,
elect all of the directors of the Company. Each share of Common Stock is
entitled to participate equally in dividends, when, as and if declared by the
Board of Directors, and in the distribution of assets in the event of
liquidation, dissolution or winding up of the Company, subject in all cases to
any prior rights of outstanding shares of Preferred Stock. The shares of Common
Stock have no preemptive or conversion rights, redemption rights or sinking fund
provisions and are not subject to calls, assessments or rights of redemption by
the Company. All shares of Common Stock outstanding upon the closing of this
Offering will be duly authorized, validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Board of Directors is authorized, without further action by the
Company's stockholders, to issue Preferred Stock from time to time in one or
more series and to fix, as to any such series, the voting rights, if any,
applicable to such series and such other designations, preferences and special
rights as the Board of Directors may determine, including dividend, conversion,
redemption and liquidation rights and preferences. Upon the closing of this
Offering, there will be no shares of Preferred Stock outstanding. The issuance
of shares of Preferred Stock under certain circumstances could have the effect
of delaying or preventing a change in control of the Company or other corporate
actions. See "--Anti-takeover Provisions."

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to the provisions of Section 203 of the DGCL which
provides, with certain exceptions, that a Delaware corporation may not engage in
any of a broad range of business combinations, such as mergers, consolidations
and sales of assets, with a person or an affiliate or associate of such person
who is an "Interested Stockholder" (as defined below) for a period of three
years from the date that such person became an Interested Stockholder unless:
(i) the business combination or the transaction resulting in a person's becoming
an Interested Stockholder is approved by the Board of Directors of the Company

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before the person becomes an Interested Stockholder, (ii) upon consummation of
the transaction which results in the person becoming an Interested Stockholder,
the Interested Stockholder owned 85% or more of the voting stock of the Company
outstanding at the time the transaction commenced (excluding shares owned by
persons who are both officers and directors of the Company and shares held by
certain employee stock ownership plans), or (iii) on or after the date the
person became an Interested Stockholder, the business combination is approved by
the Company's Board of Directors and by the holders of at least 66 2/3% of the
Company's outstanding voting stock, excluding shares owned by the Interested
Stockholder, at an annual or special meeting. An "Interested Stockholder" is
defined as any person, other than the Company and any direct or indirect
majority-owned subsidiaries of the Company, that is (i) the owner of 15% or more
of the outstanding voting stock of the Company or (ii) an affiliate or associate
of the Company and was the owner of 15% or more of the outstanding voting stock
of the Company at any time within the three-year period immediately prior to the
date on which it is sought to be determined whether such person is an Interested
Stockholder. This statute would not prohibit the Company from entering into a
business combination with any stockholder who would otherwise have been deemed
to become an "Interested Stockholder" as a result of the Reincorporation
Transactions.

LIMITATIONS ON DIRECTORS' LIABILITY

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Certificate of Incorporation, Delaware
law, the Assumed Option Plan and the Stockholders' Agreement (defined below)
summarized in the following paragraphs may have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider to be in that stockholder's best interests, including attempts
that might result in a premium over the market price to be paid for the shares
held by stockholders.

CERTIFICATE OF INCORPORATION

Pursuant to the Certificate of Incorporation, the Board of Directors by
resolution may issue, subject to certain limitations, additional shares of
Common Stock or establish one or more classes or series of Preferred Stock
having the number of shares, designations, relative voting rights, dividend
rates, liquidation and other rights, preferences and limitations that the Board
of Directors fixes without stockholder approval. Any additional issuance of
Common Stock or designation of rights, preferences, privileges and limitations
with respect to Preferred Stock could have the effect of impeding or
discouraging the acquisition of control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and

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thereby protect the continuity of the Company's management. Specifically, if, in
the due exercise of its fiduciary obligations, the Board of Directors were to
determine that a takeover proposal was not in the Company's best interest, such
shares could be issued by the Board of Directors without stockholder approval in
one or more transactions that might prevent or render more difficult or costly
the completion of the proposed takeover transaction by diluting the voting or
other rights of the proposed acquiror or insurgent stockholder group, by putting
a substantial voting block in institutional or other hands that might undertake
to support the position of the incumbent Board of Directors, by effecting an
acquisition that
might complicate or preclude the takeover, or otherwise.

CLASSIFIED BOARD OF DIRECTORS

The Certificate of Incorporation provides for the Board of Directors to be
divided into three classes of directors serving staggered three-year terms. As a
result, approximately one-third of the Board of Directors will be elected each
year.

The Board of Directors believes that a classified Board of Directors will
help to assure the continuity and stability of the Board of Directors and the
business strategies and policies of the Company as determined by the Board of
Directors, because the likelihood of continuity and stability in the composition
of the Company's Board of Directors and in the policies formulated by the Board
of Directors will be enhanced by staggered three-year terms.

The classified board provision could have the effect of discouraging a third
party from making a tender offer or otherwise attempting to obtain control of
the Company, even though such an attempt might be beneficial to the Company and
its stockholders. In addition, the classified board provision could delay
stockholders who do not agree with the policies of the Board of Directors from
removing a majority of the Board for two years. See "--Number of Directors;
Removal; Filling Vacancies."

NUMBER OF DIRECTORS; REMOVAL; FILLING VACANCIES

The Certificate of Incorporation provides that the number of members of the
Board of Directors shall be fixed from time to time by resolution adopted by a
majority of the Directors then in office. The Company will have three directors
prior to the Offering. Further, subject to the rights of the holders of any
series of Preferred Stock then outstanding, the Certificate of Incorporation
authorizes only a majority of the directors then in office to fill vacancies,
including newly created directorships. Accordingly, the Board of Directors could
prevent a stockholder from obtaining majority representation on the Board of
Directors by enlarging the Board of Directors and filling the new directorships
with its own nominees. The Certificate of Incorporation also provides that
directors of the Company may be removed only for cause and, even then, only by
the affirmative vote of holders of a majority of the outstanding shares of stock
eligible to vote in such matters.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

The Certificate of Incorporation establishes an advance notice procedure for
the nomination, other than by or at the discretion of the Board of Directors or
a committee thereof, of candidates for election as director, as well as for
other stockholder proposals to be considered at an annual stockholders' meeting.

Notice of stockholder proposals and director nominations must be timely
given in writing to the secretary of the Company prior to the meeting at which
the matters are to be acted upon or the directors are to be elected. To be
timely, notice must be received at the principal offices of the Company not less
than 60, nor more than 90, days prior to the meeting of stockholders; provided,
that if less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the
earlier of (i) the day on which notice of the date of the meeting was mailed or
(ii) the day on which public disclosure was made.

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The purpose of requiring advance notice is to afford the Board of Directors
an opportunity to consider the qualifications of the proposed nominees or the
merits of other stockholder proposals and, to the extent deemed necessary or
desirable by the Board of Directors, to inform stockholders about those matters.

SPECIAL MEETINGS OF STOCKHOLDERS

The Certificate of Incorporation provides that special meetings of the
stockholders of the Company may be called only by the Chairman of the Board of
Directors or a majority of the members of the Board of Directors. This provision
will make it more difficult for stockholders to take action opposed by the Board
of Directors.

STOCKHOLDERS' AGREEMENT

Contemporaneously with the Reincorporation Transaction (see "Reincorporation
Transactions"), the Company, Crow Family and Mr. Williams will enter into a
Stockholders' Agreement, pursuant to which the Company will agree, subject to
certain limitations and under certain circumstances, to register for sale shares
of Common Stock that are held by the parties thereto (collectively, the
"Registrable Securities"). Of the shares issued in the Reincorporation
Transactions, will be Registrable Securities. The Stockholders'
Agreement provides that Crow Family and Mr. Williams may, from and after the
first anniversary of the Offering, require the Company upon written notice to
register for sale such Registrable Securities (a "Demand Registration"),
provided that the Company has no obligation to effect more than six underwritten
Demand Registrations and shall only be obligated to effect the sixth
underwritten Demand Registration if all remaining Registrable Securities of Crow
Family are to be registered and the total amount of Registrable Securities to be
included in any underwritten Demand Registration has a market value of at least
$25 million. The Company has no obligation to (i) effect an underwritten Demand
Registration within nine months (or file such Registration Statement within
seven months) after the effective date of the immediately preceding Demand
Registration or (ii) effect a shelf Demand Registration within 12 months (or
file such Registration Statement within ten months) after such effective date.
In addition, the Company is only required to register a number of shares of
Common Stock for sale pursuant to a shelf Demand Registration that is less than
or equal to five times the amount limitation prescribed by Rule 144. The holders
of Registrable Securities may request an unlimited number of shelf Demand
Registrations.

The Stockholders' Agreement also provides that, subject to certain
exceptions, in the event the Company proposes to file a registration statement
with respect to an offering of any class of equity securities, other than
certain types of registrations, the Company will offer the holders of
Registrable Securities the opportunity to register the number of Registrable
Securities they request to include (a "Piggyback Registration"), provided that
the amount of Registrable Securities requested to be registered may be limited
by the underwriters in an underwritten offering based on such underwriters'
determination that inclusion of the total amount of Registrable Securities
requested for registration exceeds the maximum amount that can be marketed at a
price reasonably related to the current market price of the Common Stock or
without materially and adversely affect the offering. The Company will generally
be required to pay all of the expenses of Demand Registrations and Piggyback
Registrations, other than underwriting discounts and commissions; provided,
however, that only 50% of the expenses of underwritten Demand Registrations will
be borne by the Company after the first three such Demand Registrations and all
road show expenses in connection with any Demand Registration will be borne by
the holders of Registrable Securities.

Under the terms of the Stockholders' Agreement, the Company will grant Crow
Family the right to nominate a member of the Board of Directors. Mr. Harlan Crow
is Crow Family's initial nominee. Each executive officer of the Company will
agree to vote his shares of Common Stock in favor of the nominee of Crow Family.
Crow Family's right to nominate a director will terminate on the first date Crow
Family's

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beneficial ownership of Common Stock represents the lesser of (i) less than
12.5% of the then outstanding Common Stock or (ii) less than 50% of the shares
of Common Stock owned on the date of execution of the agreement; provided,
however, that in no event will the Company be obligated to nominate a Crow
Family designee beyond the first date on which the beneficial ownership of
shares of Common Stock held by Crow Family represents less than 5% of all then
outstanding shares of such class. In connection with any private sale of Common
Stock, other than to an affiliate, Crow Family will agree to give the Company 15
days notice prior to effecting such sale.

Each of Crow Family and the Company has agreed, prior to the fifth
anniversary of the Stockholders' Agreement, not to solicit the other's
officer-level employees concerning potential employment without prior notice to
the other party. In addition, each of Crow Family and the Company has agreed not
to hire any employee that was improperly solicited until the earlier of (i) the
involuntary termination of such officer-level employee by his/her employer and
(ii) the first anniversary of the last incident of solicitation of such employee
in violation of the agreement.

DOPPELT STOCKHOLDERS AGREEMENT

Pursuant to the Doppelt Stockholders Agreement, Doppelt (or permitted
transferees of Doppelt) may not, with the exception of certain permitted
transfers, sell, pledge or otherwise dispose of Common Stock of the Company. As
long as Mr. Doppelt remains employed with the Company, these transfer
restrictions will lapse (i) with respect to 30% of these shares on each of
August 15 1998, and August 15, 1999, (ii) with respect to 20% of these shares on
August 15, 2000, and (iii) with respect to 10% of these shares on each of August
15, 2001, and August 15, 2002. These transfer restrictions will lapse in full if
(i) the Company terminates Mr. Doppelt's employment without cause, (ii) the
Company is sold or (iii) Mr. Doppelt's employment is terminated as a result of
his forced resignation, death or permanent disability. Regardless of these
transfer restrictions, Doppelt is entitled to receive all dividend payments and
to exercise all voting and other ownership rights with respect to this stock. In
addition, Mr. Doppelt may not, with the exception of permitted transfers, sell,
pledge or otherwise dispose of his shares of Doppelt & Company before August 15,
2001. The Doppelt Stockholders Agreement permits certain transfers to members of
Mr. Doppelt's family and limited transfers to employees of Doppelt pursuant to a
trust arrangement. The Doppelt Stockholders Agreement also provides that, in the
event the Company proposes to register any shares of Common Stock under the
Securities Act, Doppelt (or permitted transferees of Doppelt) will be entitled
to include its (or their) shares of Common Stock in the registration, subject to
certain limitations.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is .

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SHARES ELIGIBLE FOR FUTURE SALE

Upon the closing of the Offering, the Company will have an aggregate of
shares of Common Stock outstanding (assuming no exercise of the
Underwriters' over-allotment option). Of these shares, the shares sold
in the Offering will be freely transferable without restriction or further
registration under the Securities Act, except for shares purchased by affiliates
of the Company in the Offering.

SALES OF RESTRICTED SHARES

The shares of Common Stock held by existing stockholders that were
not purchased in the Offering were issued by the Company in connection with the
Reincorporation Transactions in reliance upon exemptions from the registration
requirements of the Securities Act and are thus treated as "restricted"
securities under Rule 144 promulgated under the Securities Act. In general,
under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated), including an affiliate of the Company, who has beneficially owned
restricted securities, within the meaning of Rule 144, for at least one year is
entitled to sell within any three-month period a number of shares that does not
exceed the greater of (i) 1% of the then outstanding shares of the Company's
Common Stock (approximately shares immediately after the Offering) or
(ii) the average weekly trading volume of the Common Stock on the New York Stock
Exchange during the four calendar weeks preceding the date on which notice of
the sale is filed with the Securities and Exchange Commission (the
"Commission"). Sales under Rule 144 are also subject to manner of sale
provisions, notice requirements and the availability of current public
information about the Company. A person (or persons whose shares are aggregated)
who is not deemed to have been an affiliate of the Company at any time during
the three months immediately preceding the sale is entitled to sell restricted
shares pursuant to Rule 144(k) without regard to the limitations described
above, provided that two years have expired since the later of the date on which
such restricted shares were acquired from the Company or the date they were
acquired from an affiliate of the Company.

LOCK-UP ARRANGEMENT

The Company and certain stockholders and option holders have agreed, subject
to certain exceptions, to enter into Lock-up Agreements for a period of 180 days
from the date of this Prospectus. Under the Lock-up Agreements, such
stockholders will not offer, sell, contract to sell or otherwise dispose of any
shares of Common Stock or any securities convertible into, or exercisable or
exchangeable for shares of Common Stock without the prior written consent of
Morgan Stanley & Co. Incorporated, one of the representatives of the
Underwriters. Upon the expiration of the Lock-up Agreements, those shares
subject to Lock-up Agreements will not, absent registration, be freely
tradeable, but will become eligible for sale under Rule 144 on various dates in
the future.

EFFECT OF SALES OF SHARES

Prior to the Offering, there has been no public market for the Common Stock
of the Company and no prediction can be made as to the effect, if any, that
market sales of shares or the availability of shares for sale will have on the
market price of the Common Stock prevailing from time to time. Nevertheless,
sales of substantial numbers of shares in the public market could adversely
affect the market price of the Common Stock and could impair the Company's
ability to raise capital through a sale of its equity securities.

RULE 701

Rule 701 under the Securities Act provides that, beginning 90 days after the
effective date of the Registration Statement, shares of Common Stock acquired
upon the exercise of outstanding options may be resold by persons other than
affiliates, subject only to the manner of sale provisions of Rule 144, and by
affiliates subject to all provisions of Rule 144 except the one-year minimum
holding period.

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CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock applicable to "Non-United States Holders." Subject to the discussion below
under "Estate Tax," a "Non-United States Holder" is any beneficial owner of
Common Stock that, for United States federal income tax purposes is a
non-resident alien individual, a foreign corporation, a foreign partnership or a
foreign estate or trust as such terms are defined in the Internal Revenue Code
of 1986, as amended (the "Code"). This discussion is based on the Code,
existing, proposed and temporary regulations promulgated thereunder, and
administrative and judicial interpretations as of the date thereof, all of which
are subject to change either retroactively or prospectively. This discussion
does not address all aspects of United States federal income and estate taxation
that may be relevant to Non-United States Holders in light of their particular
circumstances and does not address any tax consequences arising under the laws
of any state, local or foreign taxing jurisdiction or the application of a
particular tax treaty. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX
ADVISORS REGARDING THE UNITED STATES FEDERAL, STATE AND LOCAL INCOME AND OTHER
TAX CONSEQUENCES, AND THE NON-UNITED STATES TAX CONSEQUENCES, OF OWNING AND
DISPOSING OF COMMON STOCK.

Proposed United States Treasury Regulations were issued on April 15, 1996
(the "Proposed Regulations") which, if adopted, could effect the United States
taxation of dividends on Common Stock paid to a Non-United States Holder. The
Proposed Regulations are generally proposed to be effective with respect to
dividends paid after December 31, 1997, subject to certain transition rules. It
cannot be predicted at this time whether the Proposed Regulations will be
adopted as proposed or what modifications, if any, may be made to them. The
discussion below is not intended to include a complete discussion of the
provisions of the Proposed Regulations, and prospective investors are urged to
consult their tax advisors with respect to the effect the Proposed Regulations
may have if adopted.

DIVIDENDS

Subject to the discussion below, any dividend paid to a Non-United States
Holder generally will be subject to United States withholding tax either at a
rate of 30% of the gross amount of the dividend or such lower rate as may be
specified by any applicable tax treaty. For purposes of determining whether tax
is to be withheld at a 30% rate or at a reduced rate as specified by an
applicable tax treaty, under current United States Treasury Regulations the
Company ordinarily will presume that dividends paid to a holder with an address
in a foreign country are paid to a resident of such country absent knowledge
that such presumption is not warranted. Under such Regulations, dividends paid
to a holder with an address within the United States generally will be presumed
to be paid to a holder who is not a Non-United States Holder and will not be
subject to the 30% withholding tax, unless the Company has actual knowledge that
the holder is a Non-United States Holder.

The Proposed Regulations would provide for certain presumptions (which
differ from those described above) upon which the Company may generally rely to
determine whether, in the absence of certain documentation, a holder should be
treated as a Non-United States Holder for purposes of the 30% withholding tax
described above. The presumptions would not apply for purposes of granting a
reduced rate of withholding under a treaty. Under the Proposed Regulations, to
obtain a reduced rate of withholding under a treaty a Non-United States Holder
would generally be required to provide an Internal Revenue Service Form W-8
certifying such Non-United States Holder's entitlement to benefits under a
treaty. The Proposed Regulations also would provide special rules to determine
whether, for purposes of determining the applicability of a tax treaty and for
purposes of the 30% withholding tax described above, dividends paid to a
Non-United States Holder that is an entity should be treated as paid to the
entity or those holding an interest in that entity.

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Dividends received by a Non-United States Holder that are effectively
connected with a United States trade or business conducted by such Non-United
States Holder are exempt from withholding tax. However, such effectively
connected dividends are subject to regular United States income tax in the same
manner as if the Non-United States Holder were a United States person for
federal income tax purposes. A Non-United States Holder may claim exemption from
withholding under the effectively connected income exception by filing Internal
Revenue Service Form 4224 (Exemption From Withholding of Tax on Income
Effectively Connected With the Conduct of a Trade or Business in the United
States) each year with the Company or its paying agent prior to the payment of
the dividends for such year. The Proposed Regulations would replace Form 4224
with Form W-8. Effectively connected dividends received by a corporate
Non-United States Holder may be subject to additional "branch profits tax" at a
rate of 30% (or such lower rate as may be specified by an applicable tax treaty)
of such corporate Non-United States Holder's effectively connected earnings and
profits, subject to certain adjustments.

A Non-United States Holder eligible for a reduced rate of United States
withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the United
States Internal Revenue Service ("IRS").

GAIN ON DISPOSITION OF COMMON STOCK

A Non-United States Holder generally will not be subject to United States
federal income tax with respect to gain realized upon the sale or other
disposition of Common Stock unless (i) such gain is effectively connected with a
United States trade or business of the Non-United States Holder; (ii) the Non-
United States Holder is an individual who holds the Common Stock as a capital
asset, is present in the United States for a period or periods aggregating 183
days or more during the taxable year in which such sale or disposition occurs,
and certain other conditions are met; or (iii) the Company is or has been a
"United States real property holding corporation" for federal income tax
purposes at any time within the shorter of the five-year period preceding such
disposition or such holder's holding period and certain other conditions are
met. The Company has determined that it is not and has never been, and the
Company does not believe that it will become, a "United States real property
holding corporation" for federal income tax purposes. Non-United States Holders
should consult applicable tax treaties, which might result in United States
federal income tax treatment on the sale or other disposition of Common Stock
different than as described above.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Generally, the Company must report to the IRS the amount of dividends paid,
the name and address of the recipient, and the amount, if any, of tax withheld.
A similar report is sent to the holder. Pursuant to tax treaties or other
agreements, the IRS may make its reports available to tax authorities in the
recipient's country of residence.

Unless the Company has actual knowledge that a holder is a Non-United States
Holder, dividends paid to a holder at an address within the United States may be
subject to backup withholding at a rate of 31% if the holder is not an "exempt
recipient" as defined in Treasury Regulations (which includes corporations) and
fails to provide a correct taxpayer identification number and other information
to the Company. Backup withholding will generally not apply to dividends paid to
holders at an address outside the United States (unless the Company has
knowledge that the holder is a United States person).

Proceeds from the disposition of Common Stock by a Non-United States Holder
effected by or through a United States office of a broker will be subject to
information reporting and to backup withholding at a rate of 31% of the gross
proceeds unless such Non-United States Holder certifies under penalties of
perjury as to, among other things, its address and status as a Non-United States
Holder or otherwise establishes an exemption. Generally, United States
information reporting and backup withholding will not apply to a payment of
disposition proceeds if the transaction is effected outside the United

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States by or through a non-United States office of a broker. However, if such
broker is, for United States federal income tax purposes, a United States
person, a "controlled foreign corporation," or a foreign person which derives
50% or more of its gross income for certain periods from the conduct of a United
States trade or business, information reporting (but not backup withholding)
will apply unless (i) such broker has documentary evidence in its files that the
holder is a Non-United States Holder and certain other conditions are met, or
(ii) the holder otherwise establishes an exemption.

The Proposed Regulations would, if adopted, alter the aforegoing rules in
certain respects. Among other things, the Proposed Regulations would provide
certain presumptions and other rules under which Non-United States Holders may
be subject to backup withholding in the absence of required certifications and
would modify the definition of an "exempt recipient" in the case of a
corporation.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of United States
income taxes, a refund may be obtained, provided the required documents are
filed with the IRS.

ESTATE TAX

An individual Non-United States Holder who is treated as the owner of Common
Stock at the time of such individual's death or has made certain lifetime
transfers of an interest in Common Stock will be required to include the value
of such Common Stock in such individual's gross estate for United States federal
estate tax purposes and may be subject to United States federal estate tax,
unless an applicable tax treaty provides otherwise. For United States federal
estate tax purposes, a "Non-United States Holder" is an individual who is
neither a citizen nor a domiciliary of the United States. Whether an individual
is considered a "domiciliary" of the United States for estate tax purposes is
generally determined on the basis of all of the facts and circumstances.

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UNDERWRITING

Under the terms and subject to conditions contained in an Underwriting
Agreement dated the date hereof, the Underwriters named below, for whom Morgan
Stanley & Co. Incorporated, BT Alex. Brown Incorporated, Goldman, Sachs & Co.
and Robertson, Stephens & Company are acting as U.S. Representatives, and the
International Underwriters named below, for whom Morgan Stanley & Co.
International Limited, Bankers Trust International PLC, Goldman Sachs
International and Robertson, Stephens & Company are acting as International
Representatives, have severally agreed to purchase, and the Company has agreed
to sell to them, severally, the respective number of shares of Common Stock set
forth opposite the names of such Underwriters below:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ----------------------------------------------------------------------------------------------- -----------------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated............................................................
BT Alex. Brown Incorporated..................................................................
Goldman, Sachs & Co..........................................................................
Robertson, Stephens & Company................................................................
-----------------
Subtotal................................................................................... [ ]
-----------------
International Underwriters:
Morgan Stanley & Co. International Limited...................................................
Bankers Trust International PLC..............................................................
Goldman Sachs International..................................................................
Robertson, Stephens & Company................................................................
-----------------
Subtotal................................................................................... [ ]
-----------------
Total.................................................................................... [ ]
-----------------
-----------------
</TABLE>

The U.S. Underwriters and the International Underwriters, and the U.S.
Representatives and the International Representatives, are collectively referred
to as the "Underwriters" and the "Representatives," respectively. The
Underwriting Agreement provides that the obligations of the several Underwriters
to pay for and accept delivery of the shares of Common Stock offered hereby are
subject to the approval of certain legal matters by their counsel and to certain
other conditions. The Underwriters are obligated to take and pay for all of the
shares of Common Stock offered hereby (other than those covered by the U.S.
Underwriter's over-allotment option described below), if any such shares are
taken.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions: (i)
it is not purchasing any Shares (as defined herein) for the account of anyone
other than a United States or Canadian Person (as defined herein) and (ii) it
has not offered or sold, and will not offer or sell, directly or indirectly, any
Shares or distribute any prospectus relating to the Shares outside the United
States or Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions: (i) it is not purchasing any Shares for the account of any United
States or Canadian Person and (ii) it has not offered or sold, and will not
offer to sell, directly or indirectly, any Shares or distribute any prospectus
relating to the Shares in the United States or Canada or to any United States or
Canadian Person. With respect to any Underwriter that is a U.S. Underwriter and
an International Underwriter, the foregoing representations and agreements (i)
made by it in its capacity as a U.S. Underwriter apply only to it in its
capacity as a U.S. Underwriter and (ii) made by it in its capacity as an
International Underwriter apply only to it in its capacity as an International
Underwriter. As used herein, "United States or Canadian Person" means any
national or resident of the United States or Canada, or any corporation,
pension, profit-sharing or other trust or other entity organized under the laws
of the United States or Canada or of any political subdivision

84
<PAGE>
thereof (other than a branch located outside the United States and Canada of any
United States or Canadian Person), and includes any United States or Canadian
branch of a person who is otherwise not a United States or Canadian Person. All
shares of Common Stock to be purchased by the Underwriters under the
Underwriting Agreement are referred to herein as the "Shares."

Pursuant to the Agreement between U.S. and International Underwriters, sales
may be made between the U.S. Underwriters and International Underwriters of any
number of Shares as may be mutually agreed. The per share price of any Shares so
sold shall be the public offering price set forth on the cover page hereof, in
United States dollars, less an amount not greater than the per share amount of
the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any Shares, directly or indirectly, in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and has
represented that any offer or sale of Shares in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer or sale is made. Each U.S.
Underwriter has further agreed to send to any dealer who purchases from it any
of the Shares a notice stating in substance that, by purchasing such Shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such Shares in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and that
any offer or sale of Shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the province or territory of Canada
in which such offer or sale is made, and that such dealer will deliver to any
other dealer to whom it sells any of such Shares a notice containing
substantially the same statement as is contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and, prior to the date six months after the closing date for the sale of
the Shares to the International Underwriters, will not offer or sell, any Shares
to persons in the United Kingdom except to persons whose ordinary activities
involve acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities Regulations
in 1995; (ii) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in relation
to the Shares in, from or otherwise involving the United Kingdom; and (iii) it
has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the offering of the
Shares to a person who is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a
person to whom such document may otherwise lawfully be issued or passed on.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has further represented that it has not offered or
sold, and has agreed not to offer or sell, directly or indirectly, in Japan or
to or for the account of any resident thereof, any of the Shares acquired in
connection with the distribution contemplated hereby, except for offers or sales
of Japanese International Underwriters or dealers except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of the Shares a notice stating in substance that by purchasing such
Shares, such dealer represents and agrees that it has not offered or sold, and
will not offer or sell, any of such Shares, directly or indirectly, in Japan or
to or for the account of any resident thereof except for offers or sales to
Japanese International Underwriters or dealers and except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law, and that
such

85
<PAGE>
dealer will send to any other dealer to whom it sells any of such Shares a
notice containing substantially the same statement as is contained in this
sentence.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price that represents a concession
not in excess of $ a share under the public offering price. Any
Underwriting may allow, and such dealers may reallow, a concession not in excess
of $ a share to other Underwriters or to certain dealers. After the initial
offering of the shares of Common Stock, the offering price and other selling
terms may from time to time be varied by the Representatives.

The Company has granted to the U.S. Underwriters an option, exercisable for
30 days from the date of this Prospectus, to purchase up to an aggregate of
additional shares of Common Stock at the public offering price set forth
on the cover page hereof, less underwriting discounts and commissions. The U.S.
Underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the shares of
Common Stock offered hereby. To the extent such option is exercised, each U.S.
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares of Common Stock as
the number set forth next to such U.S. Underwriter's name in the preceding table
bears to the total number of shares of Common Stock set forth next to the names
of all U.S. Underwriters in the preceding table.

The Underwriters have informed the Company that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
Common Stock offered by them.

The Company intends to apply to have the Common Stock approved for listing
on The New York Stock Exchange under the symbol " ."

Each of the Company and the directors, executive officers, and the
stockholders of the Company have agreed that, without the prior written consent
of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period ending 180 days after the date of this Prospectus (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise. The restrictions described in this
paragraph do not apply to: (a) the sale of shares to the Underwriters; (b) the
issuance by the Company of shares of Common Stock upon the exercise of an option
or a warrant or the conversion of a security outstanding on the date of this
Prospectus of which the Underwriters have been advised in writing; (c)
transactions by any person other than the Company relating to shares of Common
Stock or other securities acquired in open market transactions after the
completion of the offering of the Shares; or (d) stock or stock option issuance
by the Company pursuant to existing employee benefit plans.

In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the Offering, creating a short position in the Common Stock for
their own account. In addition, to cover over-allotments or stabilize the price
of the Common Stock, the Underwriters may bid for, and purchase, shares of
Common Stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
Common Stock in the Offering, if the syndicate repurchases previously
distributed Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock above independent market
levels. The Underwriters are not required to engage in these activities and may
end any of these activities at any time.

86
<PAGE>
Bankers Trust Company is the lead agent on the Company's Existing Credit
Facility. BT Alex. Brown Incorporated, one of the Underwriters, has entered into
a business combination with Bankers Trust Company.

The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.

PRICING OF THE OFFERING

Prior to the Offering, there has been no public market for the Common Stock.
The initial price will be determined by negotiations between the Company and the
U.S. Representatives. Among the factors to be considered in determining the
initial public offering price will be the future prospects of the Company and
its industry in general, sales, earnings and certain other financial and
operating information of the Company in recent periods, and the price-earnings
ratios, price-sales ratios, aggregate value-EBITDA ratios, market prices of
securities and certain financial and operating information of companies engaged
in activities similar to those of the Company. The estimated initial public
offering price range set forth on the cover page of this Prospectus is subject
to change as a result of market conditions and other factors.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Vinson & Elkins L.L.P., Dallas, Texas. Certain legal
matters related to the offering will be passed upon for the Underwriters by
Shearman & Sterling, New York, New York.

EXPERTS

The balance sheet of the Company at August 21, 1997, the consolidated
financial statements and schedule of the Predecessor Company at December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996, and the financial statements of Doppelt at and for the year ended December
31, 1996, appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere herein and are included in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission, Washington, D.C., a registration
statement on Form S-1 under the Securities Act with respect to the Common Stock
being offered by this Prospectus. This Prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedules filed therewith. For further information about the Company and the
securities offered by this Prospectus, reference is made to the registration
statement and to the financial statements, schedules and exhibits filed
therewith and considered a part thereof. Statements contained in this Prospectus
about the contents of any contract or any other documents are not necessarily
complete, and in each instance, reference is made to the copy of the contract or
document filed as an exhibit to the registration statement, each such statement
being qualified in all respects by such reference.

A copy of the registration statement may be inspected without charge and may
be obtained at prescribed rates from the Commission at the Public Reference
Section of the Commission, maintained by the Commission at its principal office
located at 450 Fifth Street, N.W., Washington, D.C. 20549, the New York Regional
Office located at Seven World Trade Center, New York, New York 10048, and the
Chicago Regional Office located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission also maintains a web
site that contains reports, proxy statements and other information regarding
registrants, including the Company, that file such information electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.

87
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
TRAMMELL CROW COMPANY, A DELAWARE CORPORATION
Balance Sheet
Report of Independent Auditors......................................................................... F-2
Balance Sheet as of August 21, 1997.................................................................... F-3
Notes to Balance Sheet................................................................................. F-4

TRAMMELL CROW COMPANY, A TEXAS CLOSE CORPORATION (PREDECESSOR COMPANY)
Consolidated Financial Statements
Report of Independent Auditors......................................................................... F-5
Consolidated Balance Sheets as of December 31, 1996 and 1995........................................... F-6
Consolidated Statements of Income for the Years Ended December 31, 1996, 1995 and 1994................. F-7
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1996, 1995, and
1994.................................................................................................. F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 1996, 1995 and 1994............. F-9
Notes to Consolidated Financial Statements............................................................. F-10

TRAMMELL CROW COMPANY, A TEXAS CLOSE CORPORATION (PREDECESSOR COMPANY)
Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheet as of June 30, 1997......................................................... F-20
Consolidated Statements of Income for the Six Months Ended June 30, 1997 and 1996...................... F-21
Consolidated Statement of Stockholders' Equity for the Six Months Ended June 30, 1997 and 1996......... F-22
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1997 and 1996.................. F-23
Notes to Consolidated Financial Statements............................................................. F-24

DOPPELT & COMPANY
Financial Statements
Report of Independent Auditors......................................................................... F-26
Balance Sheets as of December 31, 1996 and June 30, 1997 (unaudited)................................... F-27
Statements of Income and Retained Earnings for the Year Ended December 31, 1996 and the Six Months
Ended June 30, 1997 (unaudited)....................................................................... F-28
Statements of Cash Flows for the Year Ended December 31, 1996 and the Six Months Ended June 30, 1997
(unaudited)........................................................................................... F-29
Notes to Financial Statements.......................................................................... F-30
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Trammell Crow Company

We have audited the accompanying balance sheet of Trammell Crow Company, a
Delaware corporation, as of August 21, 1997. This balance sheet is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe our audit of the balance sheet provides a reasonable basis for our
opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Trammell Crow Company as of August
21, 1997, in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
August 22, 1997

F-2
<PAGE>
TRAMMELL CROW COMPANY

BALANCE SHEET

AUGUST 21, 1997

<TABLE>
<S> <C>
Assets:
Cash.............................................................................. $ 1,000
---------
Total assets...................................................................... $ 1,000
---------
---------

Stockholders' equity
Preferred stock, $.01 par value; 30,000,000 shares authorized; none issued or
outstanding..................................................................... $ --
Common stock, $.01 par value; 100,000,000 shares authorized; 1,000 shares issued
and outstanding................................................................. 10
Additional paid-in capital........................................................ 990
---------
Total stockholders' equity........................................................ $ 1,000
---------
---------
</TABLE>

See accompanying notes.

F-3
<PAGE>
TRAMMELL CROW COMPANY

NOTES TO BALANCE SHEET

AUGUST 21, 1997

1. ORGANIZATION

Trammell Crow Company, a Delaware corporation (the "Company"), was
incorporated on August 21, 1997 to become the successor to Trammell Crow
Company, a Texas close corporation (the "Predecessor Company"). The Company is
authorized to issue 100,000,000 shares of common stock (par value--$.01 per
share). The Board of Directors of the Company also has the authority to issue
30,000,000 shares of preferred stock (par value--$.01 per share). The Company
intends to offer for sale common stock in an initial public offering. The
Company was capitalized with the issuance of 1,000 shares of common stock to
Crow Family Partnership, L.P. Each common stockholder is entitled to one vote
for each share held.

INCOME TAXES

The Company was formed as a Subchapter C corporation and, as such, will be
subject to federal and any applicable state income taxes.

F-4
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors

Trammell Crow Company

We have audited the accompanying consolidated balance sheets of Trammell
Crow Company (a Texas close corporation) and Subsidiaries as of December 31,
1996 and 1995, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Trammell Crow Company and Subsidiaries at December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

Ernst & Young LLP

Dallas, Texas
June 25, 1997

F-5
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
--------- ---------
(IN THOUSANDS,
EXCEPT SHARE AND PER
SHARE DATA)
<S> <C> <C>
Current assets
Cash and cash equivalents................................................................. $ 58,505 $ 40,155
Accounts receivable, net of allowance for doubtful accounts of $947 in 1996 and $782 in
1995.................................................................................... 31,380 24,623
Receivables from affiliates............................................................... 2,275 690
Notes and other receivables............................................................... 5,651 6,168
Deferred income taxes..................................................................... 88 426
--------- ---------
Total current assets.................................................................... 97,899 72,062
Real estate held for sale................................................................... 71,122 20,274
Furniture and equipment, net................................................................ 6,323 5,984
Deferred income taxes....................................................................... 7,796 9,060
Investments in unconsolidated subsidiaries.................................................. 3,831 2,340
Other assets................................................................................ 7,343 4,595
--------- ---------
$ 194,314 $ 114,315
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................................................... $ 3,433 $ 3,261
Accrued expenses.......................................................................... 45,121 40,735
Payables to affiliates.................................................................... 5,649 3,799
Income taxes payable...................................................................... 3,253 478
Current portion of long-term debt......................................................... 3,409 2,578
Other current liabilities................................................................. 1,023 683
--------- ---------
Total current liabilities............................................................... 61,888 51,534

Notes payable on real estate held for sale.................................................. 67,810 13,182
Long-term debt, less current portion........................................................ 8,952 4,487
Deferred compensation....................................................................... 20,963 25,883
Other liabilities........................................................................... 405 4
--------- ---------
Total liabilities....................................................................... 160,018 95,090
Minority interest........................................................................... 3,294 3,932
Stockholders' equity
Class A Common Stock; 9% cumulative; $.01 par value; 3,366 shares authorized and issued... -- --
Class B Common Stock; 9% cumulative; $.01 par value; 2,244 shares authorized and 2,088
shares issued........................................................................... -- --
Class C Common Stock; 9% cumulative; $.01 par value; 4,197 shares authorized and 3,896
shares issued........................................................................... -- --
Class D Common Stock; 9% cumulative; $.01 par value; 390 shares authorized and issued..... -- --
Class E Common Stock; 9% cumulative; $.01 par value; 100,000 shares authorized and 9,634
and 0 shares issued in 1996 and 1995, respectively...................................... -- --
Paid-in capital........................................................................... 24,084 9,654
Retained earnings......................................................................... 16,312 7,199
Less: Stockholder loans................................................................... (9,394) --
Treasury stock......................................................................... -- (1,560)
--------- ---------
Total stockholders' equity.................................................................. 31,002 15,293
--------- ---------
$ 194,314 $ 114,315
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-6
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)
<S> <C> <C> <C>
REVENUES
Property management services....................................... $ 90,179 $ 92,970 $ 99,609
Brokerage services................................................. 72,095 61,960 48,652
Infrastructure management services................................. 50,836 38,681 27,063
Development and construction services.............................. 22,732 20,382 12,792
Retail services.................................................... 2,393 1,510 1,966
---------- ---------- ----------
238,235 215,503 190,082
Income from investments in unconsolidated subsidiaries............. 594 114 3,141
Gain on disposition of real estate................................. 6,630 5,026 4,646
Other income....................................................... 9,996 6,559 3,039
---------- ---------- ----------
255,455 227,202 200,908

COSTS AND EXPENSES
Salaries, wages and benefits....................................... 137,794 130,248 115,330
Commissions........................................................ 27,119 23,730 20,788
General and administrative......................................... 33,607 33,416 27,606
Rent............................................................... 7,814 7,255 7,676
Depreciation and amortization...................................... 3,196 3,841 2,874
Interest........................................................... 1,726 1,722 1,127
Royalty and consulting fees........................................ 3,959 2,443 2,679
Minority interest.................................................. 206 520 604
---------- ---------- ----------
215,421 203,175 178,684
---------- ---------- ----------
Income before profit sharing......................................... 40,034 24,027 22,224
Profit sharing....................................................... 20,094 15,893 16,562
---------- ---------- ----------
Income before income taxes........................................... 19,940 8,134 5,662
Income taxes......................................................... 7,826 3,793 2,636
---------- ---------- ----------
Income before extraordinary gain..................................... 12,114 4,341 3,026
Extraordinary gain from extinguishment of debt, net of income taxes
of $49............................................................. -- -- 782
---------- ---------- ----------
Net income........................................................... $ 12,114 $ 4,341 $ 3,808
---------- ---------- ----------
---------- ---------- ----------

Earnings per share:
Continuing operations.............................................. $ 922 $ 494 $ 343
Extraordinary gain................................................. -- -- 89
---------- ---------- ----------
$ 922 $ 494 $ 432
---------- ---------- ----------
---------- ---------- ----------
Dividends paid per share (all stock classes)......................... $ 333 $ 285 $ 187
---------- ---------- ----------
---------- ---------- ----------
Weighted average common shares outstanding........................... 13,142 8,783 8,822
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

F-7
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON SHARES(1)
---------------------- COMMON
TREASURY STOCK PAID-IN RETAINED TREASURY STOCKHOLDER
ISSUED (CLASS C) SUBSCRIBED CAPITAL EARNINGS STOCK LOANS TOTAL
--------- ----------- ----------- --------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1994......... 9,350 374 $ -- $ 9,293 $ 3,197 $ (511) $ -- $ 11,979
Net income....................... -- -- -- -- 3,808 -- -- 3,808
Dividends........................ -- -- -- -- (1,672) -- -- (1,672)
Subscription of Class D common
stock.......................... -- -- 361 -- -- -- -- 361
Purchase of common stock......... -- 374 -- -- -- (494) -- (494)
Sale of common stock............. -- (73) -- -- -- 91 -- 91
--------- ----------- ----- --------- --------- --------- ----------- ---------

Balance at December 31, 1994....... 9,350 675 361 9,293 5,333 (914) -- 14,073
Net income....................... -- -- -- -- 4,341 -- -- 4,341
Dividends........................ -- -- -- -- (2,475) -- -- (2,475)
Sale of Class D common stock
previously subscribed.......... 390 -- (361) 361 -- -- -- --
Purchase of common stock......... -- 774 -- -- -- (1,337) -- (1,337)
Sale of common stock............. -- (400) -- -- -- 691 -- 691
--------- ----------- ----- --------- --------- --------- ----------- ---------

Balance at December 31, 1995....... 9,740 1,049 -- 9,654 7,199 (1,560) -- 15,293
Net income....................... -- -- -- -- 12,114 -- -- 12,114
Dividends........................ -- -- -- -- (2,890) -- -- (2,890)
Purchase of common stock......... -- 2,481 -- -- -- (3,943) -- (3,943)
Sale of Class E common stock..... 9,634 (3,530) -- 14,430 (111) 5,503 (9,394) 10,428
--------- ----------- ----- --------- --------- --------- ----------- ---------

Balance at December 31,
1996............................. 19,374 -- $ -- $ 24,084 $ 16,312 $ -- $ (9,394) $ 31,002
--------- ----------- ----- --------- --------- --------- ----------- ---------
--------- ----------- ----- --------- --------- --------- ----------- ---------
</TABLE>

- ------------------------

(1) Common stock par value rounds to less than $1.

See accompanying notes.

F-8
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income.................................................................... $ 12,114 $ 4,341 $ 3,808
Adjustment to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................... 3,196 3,841 2,874
Minority interest........................................................... 206 520 604
Deferred income tax provision (benefit)..................................... 1,602 (2,040) (2,259)
Income from investments in unconsolidated subsidiaries...................... (594) (114) (3,141)
Gain on disposition of real estate.......................................... (6,630) (5,026) (4,646)
Extraordinary gain.......................................................... -- -- (831)
Expenditures for real estate held for sale.................................. (92,975) (37,641) (35,557)
Proceeds from sale of real estate........................................... 48,555 43,472 20,515
Proceeds from real estate notes payable..................................... 91,428 21,705 30,180
Payments on real estate notes payable....................................... (36,800) (31,438) (7,792)
Changes in operating assets and liabilities:
Accounts receivable....................................................... (6,757) (8,214) (3,052)
Receivables from affiliates............................................... (1,585) 1,466 1,782
Notes and other assets.................................................... (2,286) (2,228) (4,074)
Accounts payable and accrued expenses..................................... 4,558 17,277 8,542
Payables to affiliates.................................................... 1,850 1,203 397
Income taxes payable...................................................... 2,775 (454) 963
Deferred compensation..................................................... 5,750 4,416 6,807
Other liabilities......................................................... 741 (438) 787
---------- ---------- ----------
Net cash provided by operating activities..................................... 25,148 10,648 15,907
---------- ---------- ----------

INVESTING ACTIVITIES
Expenditures for furniture and equipment...................................... (3,277) (2,077) (5,691)
Acquisition of investments in unconsolidated subsidiaries..................... (2,305) (1,873) (281)
Distributions from investments in unconsolidated subsidiaries................. 1,408 170 3,577
Contributions from minority interest.......................................... 11 3,631 602
Cash distributions to minority interest....................................... (856) (497) (955)
---------- ---------- ----------
Net cash used in investing activities......................................... (5,019) (646) (2,748)
---------- ---------- ----------

FINANCING ACTIVITIES
Principal payments on debt.................................................... (4,538) (5,688) (2,852)
Proceeds from debt............................................................ 9,834 2,664 5,020
Purchase of common stock...................................................... (3,943) (1,010) (494)
Sale of stock................................................................. 15 1,052 91
Stock offering costs.......................................................... (257) -- --
Dividends paid................................................................ (2,890) (2,475) (1,672)
---------- ---------- ----------
Net cash provided by (used in) financing activities........................... (1,779) (5,457) 93
---------- ---------- ----------
Net increase in cash and cash equivalents..................................... 18,350 4,545 13,252
Cash and cash equivalents, beginning of year.................................. 40,155 35,610 22,358
---------- ---------- ----------
Cash and cash equivalents, end of year........................................ $ 58,505 $ 40,155 $ 35,610
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

F-9
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Trammell Crow Company (the Company) was incorporated as a Texas close
corporation in December 1990. The Company's principal lines of business include
property management, brokerage, infrastructure management, development and
construction and retail services, primarily in the United States, through 15
wholly-owned subsidiaries. A portion of the Company's business is conducted with
affiliates of the Company, as further described in Note 14.

USE OF ESTIMATES

The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company and its majority-owned subsidiaries after elimination of
intercompany accounts and transactions. The Company's investments in 20% to 50%
owned subsidiaries in which it has the ability to exercise significant influence
over operating and financial policies are accounted for on the equity method.
Accordingly, the Company's share of the earnings of these subsidiaries is
included in consolidated net income. Investments in other subsidiaries are
carried at cost. These unconsolidated subsidiaries primarily own real estate
development projects.

REVENUE RECOGNITION

The Company recognizes fees from property management services and
infrastructure management services over the terms of the respective management
contracts. Most of the property management contracts are cancelable at will or
with 30 days' notice. The infrastructure management contracts generally range
from three to five years. Brokerage service revenue and the related expense are
generally recognized half upon the execution of a contract and remainder upon
tenant occupancy, except certain transactions where revenue is recognized upon
closing. Development and construction services includes fees from development
and construction management projects and gross profit on construction contracts,
net of direct costs. For projects exceeding three months, fees are recognized
using the percentage-of-completion method. For contracts under three months,
fees are recognized upon completion of the contract. Gross construction revenues
totaled $46,034, $22,335 and $15,781 and construction expenses totaled $41,123,
$19,397 and $13,767 in 1996, 1995 and 1994, respectively.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash and short-term, highly liquid
investments with maturities of 90 days or less when purchased.

F-10
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FURNITURE AND EQUIPMENT

Furniture and equipment are stated at cost. Depreciation is computed using
the straight-line method over useful lives ranging from three to 10 years.

INCOME TAXES

The Company accounts for income taxes using the liability method. Deferred
income taxes result from temporary differences between the carrying amounts of
assets for financial reporting purposes and the amounts used for federal income
tax purposes, and are measured using the enacted tax rates and laws that will be
in effect when the differences reverse.

EARNINGS PER SHARE

Earnings per share are calculated by dividing net earnings applicable to
common stock by the weighted average shares of common stock outstanding during
the year.

CONCENTRATION OF CREDIT RISK

The Company provides services to owners of real estate assets primarily in
the United States. The Company performs credit evaluations of its customers and
generally does not require collateral. The risk associated with this
concentration is limited because of the large number of customers and their
geographic dispersion.

LONG-LIVED ASSETS

Long-lived assets are evaluated when indicators of impairment are present
and provisions for possible losses are recorded when undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount.

RECLASSIFICATIONS

Certain reclassifications have been made to the consolidated financial
statements for the years ended December 31, 1995 and 1994 to conform to the
presentation of the December 31, 1996 consolidated financial statements.

2. REAL ESTATE HELD FOR SALE

The Company provides build-to-suit services for its customers and also
develops projects for investment purposes. Therefore, the Company has ownership
of real estate until such projects are sold. Real

F-11
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

2. REAL ESTATE HELD FOR SALE (CONTINUED)
estate held for sale is carried at the lower of cost or fair value less selling
expenses. At December 31, real estate held for sale consists of the following:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Land.......................................................... $ 26,635 $ 6,928
Buildings and improvements.................................... 44,487 13,346
--------- ---------
$ 71,122 $ 20,274
--------- ---------
--------- ---------
</TABLE>

The estimated costs to complete the seventeen projects under construction at
December 31, 1996, total $22,300. Projects are expected to be completed and sold
within one year. At December 31, 1996, the Company had commitments for the sale
of all projects, except one which has an expected completion date of August
1997. Gains are recognized upon sale of the project.

3. FURNITURE AND EQUIPMENT

Furniture and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Furniture and equipment, at cost.............................. $ 18,097 $ 14,988
Less: Accumulated depreciation................................ (11,774) (9,004)
--------- ---------
Furniture and equipment, net................................ $ 6,323 $ 5,984
--------- ---------
--------- ---------
</TABLE>

4. ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Profit sharing distributions.................................. $ 10,931 $ 11,399
Payroll and bonuses........................................... 10,191 9,117
Commissions................................................... 7,808 7,533
Construction payables......................................... 8,993 6,607
Interest...................................................... 473 268
Other......................................................... 6,725 5,811
--------- ---------
$ 45,121 $ 40,735
--------- ---------
--------- ---------
</TABLE>

F-12
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

5. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Borrowings under a $7,750 line of credit with a bank; due March 2001;
bearing interest at 8.75%; interest payable quarterly; secured by
stockholder loans...................................................... $ 7,750 $ --

Note payable under a loan agreement with the majority stockholders; due
October 2006; bearing interest at 10.5%; interest payable annually;
principal payments are payable annually equal to Available Cash for
Debt Repayment, as defined.Principal payments of $1,214 and $2,227 were
made during 1996 and 1995, respectively................................ 1,378 2,592

Borrowings under revolving lines of credit with banks; expire in 1997;
bearing interest at rates ranging from prime plus .5% to prime plus 1%;
total executed amounts were $2,800 and $2,700 in 1996 and 1995,
respectively; secured by certain assets................................ 514 219

Notes payable under a loan agreement with a bank; bearing interest at
8.65%; interest and varying principal amounts are payable quarterly;
paid in full in December 1996.......................................... -- 464

Capital lease obligations primarily for furniture and equipment; with
maturity dates ranging from 1997 to 2002; bearing interest at various
rates ranging from 3.3% to 12% per annum in 1996 and 4.7% to 14% per
annum in 1995; secured by the underlying assets and certain accounts
receivable............................................................. 2,719 3,275

Notes payable with an affiliate; bearing interest at prime plus 1.5%
payable quarterly; paid in full in August 1996......................... -- 515
--------- ---------

Total long-term debt..................................................... 12,361 7,065

Less current portion of long-term debt................................... 3,409 2,578
--------- ---------

$ 8,952 $ 4,487
--------- ---------
--------- ---------
</TABLE>

The Company is subject to various covenants associated with the $7,750 line
of credit such as maintenance of minimum working capital and certain key
financial data as well as limitations on payment of dividends and profit sharing
distributions. At December 31, 1996, the Company is in compliance with all debt
covenants.

F-13
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

5. LONG-TERM DEBT (CONTINUED)
Principal payments of long-term debt are as follows:

<TABLE>
<CAPTION>
<S> <C>
1997..................................................................... $ 3,409
1998..................................................................... 2,347
1999..................................................................... 1,808
2000..................................................................... 1,705
2001..................................................................... 2,404
Thereafter............................................................... 688
---------
$ 12,361
---------
---------
</TABLE>

Based on current rates available to the Company for debt with similar terms,
there is not a significant difference between the carrying amounts of the
long-term debt and their fair values.

6. NOTES PAYABLE ON REAL ESTATE HELD FOR SALE

The Company had construction loans totaling $67,810 and $13,182 as of
December 31, 1996 and 1995, respectively. The notes mature by December 31, 1997,
and have interest rates ranging from prime plus 1% to LIBOR plus 2.25%.
Generally, interest only is payable monthly on construction loans, with all
unpaid principal and interest due at maturity. The unused commitments on
construction loans total $32,849 at December 31, 1996. Principal payments of
$15,746 are due on construction loans in 1997. The loans are secured by the
underlying real estate. Capitalized interest in 1996 and 1995 totaled $539 and
$777, respectively. At December 31, 1996, $15,426 of the $67,810 construction
loans are recourse to the Company.

Based on current rates available to the Company for debt with similar terms,
there is not a significant difference between the carrying amounts of the notes
payable on real estate held for sale and their fair values.

7. STOCKHOLDERS' EQUITY

All classes of common stock hold the same voting rights, except for voting
rights with respect to certain specific actions. Pursuant to the terms of the
Shareholders' Agreement, the transfer of shares is restricted and the Company
has options to buy back certain shares upon occurrence of a Buy-Sell Event, as
defined.

In 1996, the Shareholders' Agreement was amended to provide for a cumulative
special dividend with respect to the Company's interests in certain real estate
development projects. The dividends are payable annually in the amount of
2.874%, 1.608% and .3% of earnings before profit sharing, as defined, for the
certain projects to Class A, Class B and Class D stockholders, respectively, and
the rights to such dividends terminate upon sale of the certain projects.

In August 1996, the Company completed a private offering of 9,634 shares
Class E Common Stock pursuant to Regulation D under the Securities Act. These
shares were offered to Company employees and directors at $1,529 per share.
Employees elected to convert a total of $10,670 of their deferred compensation
balance as payment for the stock. The Company also provided financing of $9,394
to stockholders,

F-14
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

7. STOCKHOLDERS' EQUITY (CONTINUED)
which is reflected as a reduction of stockholders' equity. These stockholder
loans are to be repaid at prime plus .5% interest (8.75% at December 31, 1996).
Principal and interest are payable annually and notes mature in March of 2001.

In February 1997, the Financial Accounting Standards Boards issued Statement
of Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128"),
which is required to be adopted on December 31, 1997. At that time, the Company
will be required to change the method currently used to compute earnings per
share and to restate all prior periods. Under the new requirements for
calculating earnings per share, the dilutive effect of stock options will be
excluded. Management believes that adoption of SFAS No. 128 will not have a
material effect on earnings per share.

8. INCOME TAXES

Components of the deferred income taxes are as follows at December 31:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Assets......................................................... $ 11,675 $ 9,642
Liabilities.................................................... (3,791) (156)
--------- ---------
$ 7,884 $ 9,486
--------- ---------
--------- ---------
Current........................................................ 88 426
Noncurrent..................................................... 7,796 9,060
--------- ---------
$ 7,884 $ 9,486
--------- ---------
--------- ---------
</TABLE>

The components of the net deferred tax asset is summarized below as December
31:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Deferred tax assets
Deferred compensation.......................................... $ 6,856 $ 8,803
Bad debts...................................................... 313 279
Depreciation................................................... 546 72
Other.......................................................... 332 488
--------- ---------
--------- ---------
Total deferred tax assets.................................... 8,047 9,642
Deferred tax liabilities
Other.......................................................... (163) (156)
--------- ---------
Net deferred tax asset........................................... $ 7,884 $ 9,486
--------- ---------
--------- ---------
</TABLE>

F-15
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

8. INCOME TAXES (CONTINUED)
The provision (benefit) for income taxes consists of the following for the
years ended December 31:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Current
Federal........................................... $ 5,202 $ 4,893 $ 4,243
State............................................. 1,022 940 701
--------- --------- ---------
6,224 5,833 4,944
Deferred federal.................................... 1,602 (2,040) (2,259)
--------- --------- ---------
$ 7,826 $ 3,793 $ 2,685
--------- --------- ---------
--------- --------- ---------
</TABLE>

The differences between the provisions for income taxes and the amounts
computed by applying the statutory federal income tax rates to income before
income taxes for the years ended December 31 are:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Statutory rate applied to income become income taxes... $ 7,454 $ 3,355 $ 2,317
Increase in taxes resulting from non-deductible meals,
entertainment and other.............................. 372 438 368
--------- --------- ---------
$ 7,826 $ 3,793 $ 2,685
--------- --------- ---------
--------- --------- ---------
</TABLE>

9. OPERATING LEASES

The Company has commitments under operating leases for office space and
office equipment. During the years ended December 31, 1996, 1995 and 1994, rent
expense for office leases of $3,037, $2,987 and $1,725, respectively, was paid
to affiliates of the Company.

Minimum future rentals under noncancelable operating lease commitments in
effect at December 31, 1996, are as follows:

<TABLE>
<CAPTION>
AFFILIATE NONAFFILIATE TOTAL
----------- ----------- ---------
<S> <C> <C> <C>
1997.............................................. $ 274 $ 3,960 $ 4,234
1998.............................................. 240 2,916 3,156
1999.............................................. 239 1,218 1,457
2000.............................................. 185 701 886
2001.............................................. 62 324 386
Thereafter........................................ -- 172 172
----------- ----------- ---------
$ 1,000 $ 9,291 $ 10,291
----------- ----------- ---------
----------- ----------- ---------
</TABLE>

Rental amounts include fixed operating expense payments but do not include
increases for rate escalations.

F-16
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

10. EMPLOYEE BENEFIT PLANS

The Company's employees participate in a defined contribution savings plan,
which provides the opportunity for pretax contributions by employees. The
Company matches 50% of the employee's contributions up to 6% of the employee's
annual earnings or a maximum of $4.5 per annum. The Company's contribution
expense for 1996, 1995, and 1994 was $1,741, $2,154 and $1,759, respectively.

The Company has a profit sharing plan for key employees. Each participant
has a profit sharing account that is adjusted annually for the participant's
percentage of the earnings for a profit sharing unit, cash distributions, tax
rate changes, and other adjustments. Distributions to participants are limited
to Available Cash, as defined. Any difference between the amount expensed and
the amount paid to the participants is recorded as deferred compensation. The
Company's management board approved the percentage of earnings available to
profit sharing participants. Such percentages were approximately 58%, 73% and
73% of earnings before profit sharing, as defined, in 1996, 1995 and 1994,
respectively.

Effective January 1, 1993, the Company initiated the All Employee Cash
Profit Sharing Program whereby 3% of earnings, as defined, is paid to employees
not participating in the key employee profit sharing plan. Expense related to
the program was $1,205, $818 and $799 in 1996, 1995 and 1994, respectively.

11. GAIN ON DISPOSITION OF REAL ESTATE

During 1996, the Company sold sixteen real estate projects for an aggregate
sale price of $48,555, resulting in a gain on sale of $6,630. During 1995, the
Company sold nine real estate projects for an aggregate sale price of $43,472,
resulting in a gain on sale of $5,026. During 1994, the Company sold three real
estate projects for an aggregate sale price of $20,515, resulting in a gain on
sale of $4,646.

12. EXTRAORDINARY GAIN

The Company was relieved from obligations under certain notes payable to
affiliates and stockholders, resulting in a net gain of $782 in 1994.

13. ACQUISITIONS

In November 1994, Trammell Crow Corporate Services, Inc. (TCCS), a
subsidiary of the Company, and Trizec Properties Limited (Trizec) formed
Primaris Corporate Services, Ltd. (Primaris), to provide infrastructure
management services throughout Canada. On September 9, 1996, TCCS acquired the
remaining 50% of the stock of Primaris from Trizec for $372. The acquisition was
accounted for using the purchase method of accounting. The operations of
Primaris are included in the Company's operations from the date of acquisition.

During 1994, subsidiaries of the Company acquired several real estate
service companies. Acquisitions generally involved the purchase of assets and
management contracts, with the purchase price based on future earnings of the
acquired entity and payable as earned over periods ranging from one to three
years. Acquisitions have been recorded using the purchase method of accounting.
Operations of the acquired companies are included in the Company's operations
from the date of acquisition.

F-17
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

13. ACQUISITIONS (CONTINUED)
For one of the acquisitions, the Company paid $600 in addition to the
earnout, of which $150 was allocated to furniture and equipment, and the
remainder was allocated to the management contracts and included in other
assets. The unamortized portion of the management contracts and the furniture
and equipment were written off in 1995 (see Note 15).

14. RELATED PARTY TRANSACTIONS

In 1996, 1995 and 1994, the Company derived 9%, 11%, and 14%, respectively,
of its total revenues from services provided principally to the stockholders of
the Company. The fees received are comparable to those charged to unaffiliated
customers.

Under certain agreements, two significant stockholders receive royalty and
consulting fees totaling approximately 12% of Earnings Before Profit Sharing, as
defined. Accrued royalties and consulting fees at December 31, 1996 and 1995,
are included in payables to affiliates.

In conjunction with the issuance of stock, the Company issued tax loans to
the shareholders totaling $4,734 in order for the shareholders to pay the
incremental taxes related to the stock purchased. As of December 31, 1996,
approximately $1,620 is outstanding and recorded as notes and other receivables.
These notes bear interest at 5.9% and are due in August 1999; however, these
loans may be repaid earlier based on cash available for profit sharing
distributions.

15. COMMITMENTS AND CONTINGENCIES

In connection with the purchase of the Class C Common Stock, the
stockholders borrowed funds from an affiliate of the Company, as evidenced by
individual Promissory Notes (the Notes). Each stockholder pledged the common
stock purchased. In the event of default on a Note or a Company buyout of the
stock from the stockholder as outlined in the Stockholders' Agreement, the
Company is obligated to the affiliate, as outlined in a note purchase agreement,
to assume the Note at the then unpaid principal amount plus accrued interest
thereon. Upon assumption of a Note, the underlying common stock collateral would
be transferred to the Company. In 1995, certain notes totaling $3,515 were
assumed by the Company. These notes were paid in August 1996.

A subsidiary of the Company has executed an agreement in connection with
certain financial advisory services received from an affiliate of the Company,
whereby annual payments ranging from $50 to $220 will be paid until December
1998.

During 1994, the Company entered into a purchase contract to acquire a
retail leasing and property management company. The contract included contingent
consideration of up to $2.4 million based upon future earnings from operations,
as defined. As a result of poor 1995 and projected future operating performance,
the Company downsized the operating unit and estimates that no future payments
will be required under the terms of the purchase contract. The seller has filed
suit against the Company claiming damages of $3.0 million. The Company intends
to vigorously defend this action and management believes that resolution of this
matter will have no significant impact on the financial condition of the
Company.

At December 31, 1996, the Company has $9.4 million of performance and
completion guarantees outstanding.

F-18
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

15. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company and its subsidiaries are defendants in other lawsuits that arose
in the normal course of business. In management's judgment, the ultimate
liability, if any, from such legal proceedings will not have a material effect
on the Company's financial position.

16. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is summarized below for the three years
ended December 31:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Interest paid............................................................. $ 1,520 $ 2,833 $ 1,901
Income taxes paid......................................................... 3,288 6,320 3,523
Profit sharing distributions paid......................................... 12,021 7,722 6,654
Non-cash activities for the three years ended December 31:
Forgiveness of debt................................................... $ -- $ -- $ 831
Assumption of stockholder loan........................................ -- 327 409
Write-off of pursuit costs and intangibles............................ -- 361 421
Conversion of deferred compensation balances to stock................. 10,670 -- --
Stockholder loans..................................................... 9,394 -- --
</TABLE>

17. SUBSEQUENT EVENTS

In April 1997, the Company declared and paid dividends totaling $8.2 million
to stockholders. These dividends included a dividend to all stockholders of all
stock classes of $430 per share and a special dividend of $51 per share to class
A, B and D stockholders.

In March 1997, the Company contributed real estate held for sale of $35.4
million and the related note payable to a joint venture with a third party.

Through June 25, 1997, the Company sold seven of the real estate projects
held for sale at December 31, 1996 for a total sales price of approximately
$37.8 million, recognizing a net gain of $1.3 million. Related notes payable
totaling $32.4 million were paid at the time of the sale.

F-19
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<S> <C>
ASSETS
Current assets
Cash and cash equivalents................................................... $ 38,675
Accounts receivable, net of allowance for doubtful accounts of $556......... 27,080
Receivables from affiliates................................................. 1,216
Notes and other receivables................................................. 7,697
Deferred income taxes....................................................... 96
---------
Total current assets...................................................... 74,764
Real estate held for sale..................................................... 36,577
Furniture and equipment, net.................................................. 5,861
Deferred income taxes......................................................... 7,475
Investments in unconsolidated subsidiaries.................................... 5,936
Other assets.................................................................. 9,889
---------
$ 140,502
---------
---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable............................................................ $ 5,025
Accrued expenses............................................................ 23,849
Payables to affiliates...................................................... 1,765
Income taxes payable........................................................ 1,673
Current portion of long-term debt........................................... 4,170
Other current liabilities................................................... 445
---------
Total current liabilities................................................. 36,927
Notes payable on real estate held for sale.................................... 32,551
Long-term debt, less current portion.......................................... 9,415
Deferred compensation......................................................... 28,381
Other liabilities............................................................. 694
---------
Total liabilities......................................................... 107,968
Minority interest............................................................. 5,378
Stockholders' equity
Class A Common Stock; 9% cumulative; $.01 par value;
3,366 shares authorized and issued........................................ --
Class B Common Stock; 9% cumulative; $.01 par value;
2,244 shares authorized and 2,088 shares issued........................... --
Class C Common Stock; 9% cumulative; $.01 par value;
4,197 shares authorized and 3,896 shares issued........................... --
Class D Common Stock; 9% cumulative; $.01 par value;
390 shares authorized and issued.......................................... --
Class E Common Stock; 9% cumulative; $.01 par value;
100,000 shares authorized and 9,634 shares issued......................... --
Paid-in capital............................................................. 24,084
Retained earnings........................................................... 12,398
Less: Stockholder loans..................................................... (6,938)
Treasury stock............................................................ (2,388)
---------
Total stockholders' equity.................................................... 27,156
---------
$ 140,502
---------
---------
</TABLE>

See accompanying notes.

F-20
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
30,
----------------------
1997 1996
---------- ----------
(IN THOUSANDS, EXCEPT
SHARE AND PER SHARE
DATA)
<S> <C> <C>
REVENUES
Property management services......................................................... $ 43,842 $ 44,498
Brokerage services................................................................... 36,918 27,925
Infrastructure management services................................................... 29,559 21,384
Development and construction services................................................ 12,949 10,066
Retail services...................................................................... 495 706
---------- ----------
123,763 104,579
Income from investments in unconsolidated subsidiaries............................... 1,226 155
Gain on disposition of real estate................................................... 1,729 3,130
Other income......................................................................... 3,624 2,832
---------- ----------
130,342 110,696

COSTS AND EXPENSES
Salaries, wages and benefits......................................................... 72,049 65,740
Commissions.......................................................................... 15,457 9,751
General and administrative........................................................... 19,539 14,194
Rent................................................................................. 3,538 3,795
Depreciation and amortization........................................................ 2,049 1,380
Interest............................................................................. 1,386 798
Royalty and consulting fees.......................................................... 1,524 1,425
Minority interest.................................................................... 356 145
---------- ----------
115,898 97,228
---------- ----------
Income before profit sharing........................................................... 14,444 13,468
Profit sharing......................................................................... 7,418 6,936
---------- ----------
Income before income taxes............................................................. 7,026 6,532
Income taxes........................................................................... 2,740 2,564
---------- ----------
Net income............................................................................. $ 4,286 $ 3,968
---------- ----------
---------- ----------
Earnings per share..................................................................... $ 231 $ 457
---------- ----------
---------- ----------
Dividends paid per share (all stock classes)........................................... $ 430 $ 285
Dividends paid per share (class A, B, and D only)...................................... 51 --
---------- ----------
$ 481 $ 285
---------- ----------
---------- ----------
Weighted average common shares outstanding............................................. 18,544 8,691
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-21
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON SHARES(1)
-------------------------- PAID-IN RETAINED TREASURY STOCKHOLDER
ISSUED TREASURY CAPITAL EARNINGS STOCK LOANS TOTAL
----------- ------------- --------- ----------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996............ 19,374 -- $ 24,084 $ 16,312 -- $ (9,394) $ 31,002
Net income............................ -- -- -- 4,286 -- -- 4,286
Dividends............................. -- -- -- (8,200) -- -- (8,200)
Purchase of Class C common stock...... -- 194 -- -- (402) -- (402)
Purchase of Class D common stock...... -- 163 -- -- (730) -- (730)
Purchase of Class E common stock...... -- 606 -- -- (1,256) 2,456 1,200
----------- --- --------- ----------- ----------- ------------- ---------
Balance at June 30, 1997................ 19,374 963 $ 24,084 $ 12,398 $ (2,388) $ (6,938) $ 27,156
----------- --- --------- ----------- ----------- ------------- ---------
----------- --- --------- ----------- ----------- ------------- ---------
</TABLE>

- ------------------------------

(1) Common stock par value rounds to less than $1.

See accompanying notes.

F-22
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
30,
----------------------
1997 1996
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................................................ $ 4,286 $ 3,969
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization........................................................... 2,049 1,380
Minority interest....................................................................... 356 145
Deferred income tax provision........................................................... 313 1,133
Income from investments in unconsolidated subsidiaries.................................. (1,226) (155)
Gain on disposition of real estate...................................................... (1,729) (3,130)
Expenditures for real estate held for sale.............................................. (38,534) (24,332)
Proceeds from sale of real estate....................................................... 39,272 34,781
Proceeds from real estate notes payable................................................. 32,544 20,513
Payments on real estate notes payable................................................... (32,403) (24,479)
Changes in operating assets and liabilities:
Accounts receivable................................................................... 4,300 1,272
Receivables from affiliates........................................................... 1,059 320
Notes and other assets................................................................ (4,546) 305
Accounts payable and accrued expenses................................................. (19,680) (23,016)
Payable to affiliates................................................................. (3,884) (2,043)
Income taxes payable.................................................................. (1,580) 871
Deferred compensation................................................................. 7,418 6,404
Other liabilities..................................................................... (289) 184
---------- ----------
Net cash used in operating activities..................................................... (12,274) (5,878)
---------- ----------
INVESTING ACTIVITIES
Expenditures for furniture and equipment.................................................. (1,245) (570)
Acquisition of investments in unconsolidated subsidiaries................................. (3,875) (943)
Distributions from investments in unconsolidated subsidiaries............................. 2,996 555
Contributions from minority interest...................................................... 2,632 511
Cash distributions to minority interest................................................... (904) (554)
---------- ----------
Net cash used in investing activities..................................................... (396) (1,001)
---------- ----------
FINANCING ACTIVITIES
Principal payments on debt................................................................ (4,224) (1,628)
Proceeds from debt........................................................................ 4,076 161
Purchase of common stock.................................................................. (730) --
Payment of stock loans.................................................................... 1,918 --
Dividends paid............................................................................ (8,200) (2,890)
---------- ----------
Net cash used in financing activities..................................................... (7,160) (4,357)
---------- ----------
Net decrease in cash and cash equivalents................................................. (19,830) (11,236)
Cash and cash equivalents, beginning of period............................................ 58,505 40,155
---------- ----------
Cash and cash equivalents, end of period.................................................. $ 38,675 $ 28,919
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-23
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1997

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

The consolidated interim financial statements included herein have been
prepared in accordance with the requirements for interim financial statements
and do not include all disclosures required under generally accepted accounting
principles for complete financial statements. Reference is made to the
consolidated financial statements for the year ended December 31, 1996, with
respect to significant accounting and financial reporting policies as well as
other pertinent information of Trammell Crow Company (the Company). In the
opinion of management, all adjustments and eliminations, consisting only of
recurring adjustments, necessary for a fair presentation of the financial
statements for the interim periods have been made. Interim results of operations
are not necessarily indicative of the results to be expected for the full year.

The Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of several factors, including
the timing of transactions, the commencement of new contracts, revenue mix and
the timing of additional selling, general and administrative expenses to support
new business activities. The Company's revenues tend to be lower in the first
three quarters of the year because its clients have demonstrated a tendency to
close transactions toward the end of the year, which causes the Company to earn
more of its revenue under transaction-oriented service contracts in the last
quarter of the year. In addition, an increasing percentage of the Company's
property management and infrastructure management contracts provide for
incentive payments if the Company achieves certain performance targets. Such
incentive payments are generally earned in the fourth quarter.

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

USE OF ESTIMATES

The preparation of financial statements in accordance with generally
accepted principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from those estimates.

2. INCOME TAXES

The provision for income taxes has been included in the accompanying
financial statements based on an estimated annual effective tax rate. The
differences between the provisions for income taxes and amounts computed by
applying the statutory federal income tax rates to income are primarily a result
of state income taxes and non-deductible meals and entertainment expenditures.

F-24
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1997

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

3. REAL ESTATE HELD FOR SALE

During the six months ended June 30, 1997, the Company sold eight real
estate projects for an aggregate sales price of $39.3 million, resulting in a
gain on disposition of $1.7 million. During the six months ended June 30, 1996,
the Company sold eleven real estate projects for an aggregate sales price of
$34.8 million, resulting in a gain on disposition of $3.1 million. The estimated
costs to complete the four projects under construction at June 30, 1997, total
$13.3 million.

In March 1997, Company contributed real estate held for sale of $35.4
million and the related note payable to a joint venture with a third party.

As of June 30, 1997, $9.8 million of the $32.6 million construction loans
are recourse to the Company.

4. STOCKHOLDERS' EQUITY

In February 1997, the Financial Accounting Standards Boards issued a
Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS
No. 128"), which is required to be adopted on December 31, 1997. At that time,
the Company will be required to change the method currently used to compute
earnings per share and to restate all prior periods. Under the new requirements
for calculating earnings per share, the dilutive effect of stock options will be
excluded. Management believes that adoption of SFAS No. 128 will not have a
material effect on earnings per share.

5. COMMITMENTS AND CONTINGENCIES

The Company has outstanding performance and completion guarantees of $24.2
million as of June 30, 1997.

The Company and its subsidiaries are defendants in other lawsuits that arose
in the normal course of business. In management's judgment, the ultimate
liability, if any, from such legal proceedings will not have a material effect
on the Company's financial position.

F-25
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Shareholder
Doppelt & Company

We have audited the accompanying balance sheet of Doppelt & Company as of
December 31, 1996, and the related statements of income and retained earnings
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company at December 31,
1996, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

Ernst & Young LLP

August 8, 1997,
except for Note 8, as to which
the date is August 15, 1997

F-26
<PAGE>
DOPPELT & COMPANY
BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash............................................................................................... $ 31,695 $ 530,430
Accounts receivable................................................................................ 2,263,961 2,050,481
Loans to shareholder............................................................................... 398,929 450,327
Other current assets............................................................................... 87,960 107,122
------------ -----------
Total current assets................................................................................. 2,782,545 3,138,360

Furniture and equipment, net......................................................................... 36,580 32,281
------------ -----------
$2,819,125 $ 3,170,641
------------ -----------
------------ -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable................................................................................... $ 306,198 $ 533,096
Accrued expenses................................................................................... 300,499 1,117,116
Notes payable...................................................................................... 175,000 --
Deferred revenue................................................................................... 79,430 135,677
------------ -----------
Total liabilities.................................................................................... 861,127 1,785,889

Shareholders' equity
Common stock; $10 par value; 750 shares authorized and issued...................................... 7,500 7,500
Retained earnings.................................................................................. 1,950,498 1,377,252
------------ -----------
Total shareholders' equity........................................................................... 1,957,998 1,384,752
------------ -----------

$2,819,125 $ 3,170,641
------------ -----------
------------ -----------
</TABLE>

See accompanying notes.

F-27
<PAGE>
DOPPELT & COMPANY

STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1996 JUNE 30, 1997
----------------- ----------------
(UNAUDITED)
<S> <C> <C>
REVENUES
Commissions................................................................................ $8,992,464 $3,888,731
Interest income............................................................................ 35,661 22,914
----------------- ----------------
9,028,125 3,911,645

COSTS AND EXPENSES
Salaries, wages and benefits............................................................... 6,773,090 3,361,239
General and administrative................................................................. 1,738,305 887,561
Rent....................................................................................... 104,149 57,685
Depreciation and amortization.............................................................. 30,674 13,352
----------------- ----------------
8,646,218 4,319,837
----------------- ----------------
NET INCOME (LOSS).......................................................................... 381,907 (408,192)

Retained earnings at beginning of period................................................... 1,871,927 1,950,498
Dividends paid............................................................................. (303,336) (165,054)
----------------- ----------------
Retained earnings at end of period......................................................... $1,950,498 $1,377,252
----------------- ----------------
----------------- ----------------
</TABLE>

See accompanying notes.

F-28
<PAGE>
DOPPELT & COMPANY
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1996 JUNE 30, 1997
----------------- -----------------
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)......................................................................... $ 381,907 $(408,192)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization........................................................... 30,674 13,352
Changes in operating assets and liabilities
Accounts receivable................................................................... (387,813) 213,480
Other current assets.................................................................. (44,208) (19,162)
Accounts payable...................................................................... 81,701 226,898
Accrued expenses...................................................................... 66,221 816,617
Deferred revenue...................................................................... 66,890 56,247
----------------- -----------------
Net cash provided by operating activities................................................. 195,372 899,240

INVESTING ACTIVITY
Expenditures for furniture and equipment.................................................. (14,438) (9,053)
----------------- -----------------
Net cash used in investing activity....................................................... (14,438) (9,053)

FINANCING ACTIVITIES
Principal payments on debt................................................................ -- (175,000)
Proceeds from debt........................................................................ 175,000 --
Loans to shareholder...................................................................... (147,100) (51,398)
Dividends paid............................................................................ (303,336) (165,054)
----------------- -----------------
Net cash used in financing activities..................................................... (275,436) (391,452)
----------------- -----------------

Net (decrease) increase in cash........................................................... (94,502) 498,735
Cash at beginning of period............................................................... 126,197 31,695
----------------- -----------------

Cash at end of period..................................................................... $ 31,695 $ 530,430
----------------- -----------------
----------------- -----------------
</TABLE>

See accompanying notes.

F-29
<PAGE>
DOPPELT & COMPANY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND JUNE 30, 1997
(INFORMATION AS TO JUNE 30, 1997 IS UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Doppelt & Company (the "Company") was incorporated in 1981 and made an
election to become an S corporation in 1991. The Company provides tenant
representation and lease disposition services, including negotiation of lease
buyouts and subleasing of space, to retail companies in the United States.

INTERIM FINANCIAL STATEMENTS

The accompanying interim financial statements are unaudited, but reflect all
adjustments (consisting only of normal recurring accruals) which are, in the
opinion of the Company's management, necessary to present fairly the financial
position as of June 30, 1997, and the results of operations and cash flows for
the six months ended June 30, 1997. The results of the six months ended June 30,
1997 are not necessarily indicative of results to be expected for the full year.

USE OF ESTIMATES

REVENUE RECOGNITION

The Company primarily recognizes commission revenue related to tenant
representation services and the related expense half upon the execution of a
lease and remainder upon store opening for business. However, in a few
instances, the Company has entered into agreements with certain property owners,
whereby the commission revenue is earned entirely at store opening or over the
terms of the lease, typically 15 years. Lease disposition revenues are
recognized upon execution of a contract. Revenues are stated net of co-broker
expense. Co-broker expense was $1,253,549 in 1996 and $712,508 for the six
months ended June 30, 1997.

FURNITURE AND EQUIPMENT

Furniture and equipment is stated at cost. Depreciation is computed using
accelerated methods over useful lives ranging from five to 10 years.

INCOME TAXES

The Company is an S corporation for federal income tax purposes. Such taxes
are the obligation of the shareholder, therefore, no provision has been made for
federal income taxes in the accompanying financial statements.

CONCENTRATION OF CREDIT RISK

The Company provides services to retail companies in the United States. The
retail industry is highly competitive and the Company is dependent on the
continued growth of its customers and the retail

F-30
<PAGE>
DOPPELT & COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND JUNE 30, 1997
(INFORMATION AS TO JUNE 30, 1997 IS UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
industry as a whole. The Company earned approximately 71% of its revenues from
two customers in 1996 and 66% from the same two customers for the six months
ended June 30, 1997.

SEASONALITY

The Company has experienced quarterly variations in revenues and net income
as a result of several factors, including the timing of transactions and the
commencement of new leases. The Company's revenues tend to be lower in the first
two quarters of the year because its clients have demonstrated a tendency to
open more store locations toward the end of the year which causes the Company to
earn a significant portion of its revenue in the last two quarters of the year.

2. FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
------------ -----------
<S> <C> <C>
Furniture and equipment, at cost.................................. $ 271,927 $ 280,980
Less: accumulated depreciation.................................. (235,347) (248,699)
------------ -----------
Furniture and equipment, net...................................... $ 36,580 $ 32,281
------------ -----------
------------ -----------
</TABLE>

3. ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1996 1997
------------ ------------
<S> <C> <C>
Accrued payroll and payroll taxes................................ $ 160,789 $ 743,431
Consulting and financial advisory services payable............... 59,799 166,215
Other............................................................ 79,911 207,470
------------ ------------
$ 300,499 $ 1,117,116
------------ ------------
------------ ------------
</TABLE>

The Company is obligated to pay 5% of Net Profit, as defined, under a
Consulting and Financial Advisory Agreement which expires on July 31, 1997.
Total expense related to this agreement was $172,689 for 1996 and $106,416 for
the six months ended June 30, 1997.

4. NOTES PAYABLE

The Company has a $200,000 line of credit with Huntington National Bank.
Borrowings under the line of credit totaled $175,000 at December 31, 1996. The
line of credit is unsecured and bears interest at the Prime Rate, as defined,
plus 1%. Interest expense related to borrowings was zero for 1996 and
approximately $1,529 for the six months ended June 30, 1997. The borrowings of
$175,000 were repaid by

F-31
<PAGE>
DOPPELT & COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND JUNE 30, 1997
(INFORMATION AS TO JUNE 30, 1997 IS UNAUDITED)

4. NOTES PAYABLE (CONTINUED)
February 1997, and there have been no additional borrowings during the six
months ended June 30, 1997. The line of credit was renewed on May 5, 1997 for an
additional one-year term.

5. SHAREHOLDER LOANS

The Company has made loans to its sole shareholder for the purpose of
supporting the cash flow needs of an entity affiliated through common ownership.
The loans are payable on demand and accrue interest at the prime rate. Interest
income related to these loans was approximately $27,000 for 1996 and $18,000 for
the six months ended June 30, 1997.

6. OPERATING LEASES

The Company has commitments under operating leases for office space and
office equipment. Minimum future rentals under noncancelable operating lease
commitments in effect at December 31, 1996 are as follows:

<TABLE>
<S> <C>
1997.............................................................. $ 149,000
1998.............................................................. 161,000
1999.............................................................. 126,000
2000.............................................................. 126,000
2001.............................................................. 125,000
Thereafter........................................................ 104,000
---------
$ 791,000
---------
---------
</TABLE>

7. RELATED PARTY TRANSACTIONS

An affiliate of the Company provides air transportation services exclusively
on the Company's behalf. Costs related to these services were approximately
$130,000 and $57,000 in 1996 and the six months ended June 30, 1997,
respectively. These amounts have not been paid and are included in accounts
payable on the balance sheet.

8. SUBSEQUENT EVENT/PENDING TRANSACTION

The sole shareholder of the Company entered into an Acquisition Agreement on
August 15, 1997 to sell all of the Company's assets, properties and rights of
every nature, other than the Excluded Assets, as defined, to an unrelated third
party.

F-32
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table itemizes the various expenses payable by the Company in
connection with the sale and distribution of the securities offered hereby,
other than underwriting discounts and commissions. All of the amounts shown are
estimated except the Commission filing fee, the NASD filing fee and the New York
Stock Exchange listing fee:

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee.............................. $ 26,137
NASD filing fee............................................................ *
New York Stock Exchange listing fee........................................ *
Printing expenses.......................................................... *
Legal fees and expenses.................................................... *
Accounting fees and expenses............................................... *
Blue Sky fees and expenses................................................. *
Transfer agent's and registrar's fees...................................... *
Miscellaneous expenses..................................................... *
---------
Total.................................................................... *
---------
---------
</TABLE>

- ------------------------

* To be filed by amendment.

14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the DGCL ("Section 145") permits indemnification of
directors, officers, agents and controlling persons of a corporation under
certain conditions and subject to certain limitations. Article Twelfth of the
Certificate of Incorporation of the Company provides that the Company shall
indemnify its officers and directors to the maximum extent allowed by the DGCL.
Pursuant to Section 145, the Company generally has the power to indemnify its
present and former directors and officers against expenses and liabilities
incurred by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in those positions so
long as they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the registrant, and with respect to
any criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in the right of the
registrant, however, indemnification is generally limited to attorneys' fees and
other expenses and is not available if the person is adjudged to be liable to
the registrant, unless the court determines that indemnification is appropriate.
The statute expressly provides that the power to indemnify authorized thereby is
not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The registrant also has
the power to purchase and maintain insurance for its directors and officers. The
Company maintains officers' and directors' liability insurance which insures
against liabilities that officers and directors of the Company may incur in such
capacities. Additionally, Article Twelfth of the Certificate of Incorporation
provides that, in the event that an officer or director files suit against the
registrant seeking indemnification of liabilities or expenses incurred, the
burden will be on the registrant to prove that the indemnification would not be
permitted under the DGCL. The preceding discussion of the registrant's
Certificate of Incorporation and Section 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the DGCL.

The Company intends to enter into indemnification agreements with the
Company's directors and officers. Pursuant to such agreements, the Company will,
to the extent permitted by applicable law, indemnify such persons against all
expenses, judgments, fines and penalties incurred in connection with the

II-1
<PAGE>
defense or settlement of any actions brought against them by reason of the fact
that they were directors or officers of the Company or assumed certain
responsibilities at the direction of the Company.

At present, there is no pending litigation or proceeding involving a
director or officer of the Company for which indemnification is being sought nor
is the Company aware of any threatened litigation that may result in claims for
indemnification by any officer or director.

The Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the Underwriters of the Company and
its directors and officers, and by the Company of the Underwriters, for certain
liabilities arising under the Securities Act or otherwise.

15. RECENT SALES OF UNREGISTERED SECURITIES

On August 11, 1996, the Predecessor Company granted an option to subscribe
for an aggregate of 3,530 shares of Class C Stock and 9,740 shares of Class E
Stock to certain employees or directors of the Company and certain participants
in the Trammell Crow Company Stock Appreciation Rights Plan. Each share of Class
C Stock and Class E Stock was offered at $1,525.29 per share for an aggregate
offering price of $20,240,598. The offered shares were offered for cash;
however, each offeree had the option to pay any portion of the purchase price
for his/her offered stock through a dollar-for-dollar reduction in the balance
in the offeree's deferred compensation account under the Profit Sharing Plan.
The Company financed a portion of the purchase price for the shares through
Purchase Notes. In addition, the Company financed certain income tax liabilities
resulting from any application of deferred compensation to the purchase of the
offered stock through Tax Notes. Such shares were sold without registration
under the Securities Act, in reliance on Section 4(2) of the Securities Act and
Rule 506 promulgated thereunder.

On August 21, 1997, the Company was incorporated in Delaware and 1,000
shares of Common Stock were issued to Crow Family for $1,000 in cash. Such
shares were sold without registration under the Securities Act, in reliance on
Section 4(2) of the Securities Act.

On August 22, 1997, TCRS acquired Doppelt and the Company issued a
convertible subordinated note to Mr. Doppelt, which will be converted
immediately prior to the consummation of the Offering into shares of
Common Stock at the initial public offering price. The note represents a portion
of the consideration paid in connection with the Doppelt Acquisition. Such
shares will be sold without registration under the Securities Act, in reliance
on Section 4(2) of the Securities Act.

Immediately prior to the closing of the Offering, pursuant to the terms of
the Merger Agreement, the Company will issue to the shareholders of the
Predecessor Company a number of shares of Common Stock representing 91.74% of
the number of Post-Merger Shares Outstanding (as defined in the Prospectus).
Such shares will be sold without registration under the Securities Act, in
reliance on Section 4(2) of the Securities Act and Rule 506 promulgated
thereunder.

Immediately prior to the closing of the Offering, the Company will issue to
Crow Family a number of shares of Common Stock, representing 8.26% of the number
of Post-Merger Shares Outstanding. The shares will be issued in consideration of
the execution of the License Agreement. Such shares will be sold without
registration under the Securities Act, in reliance on Section 4(2) of the
Securities Act and Rule 506 promulgated thereunder.

16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(A) EXHIBITS

<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement

2.1 Agreement and Plan of Merger dated August 22, 1997, among the Company, the
Predecessor Company, TCC Merger Sub, Inc. and certain other parties
thereto.
</TABLE>

II-2
<PAGE>
<TABLE>
<C> <S>
3.1 Certificate of Incorporation of the Company

3.2 Bylaws of the Company

4.1* Form of certificate for shares of Common Stock of the Company

5.1* Opinion of Vinson & Elkins L.L.P. relating to the Common Stock

10.1 Credit Agreement dated August 18, 1997, among the Company, Bankers Trust
Company and the lenders listed therein

10.2 Form of License Agreement among the Company, Crow Family Partnership L.P.
and certain other signatories thereto

10.3 Indemnification Agreement between the Company and George L. Lippe

10.4 Company's 1997 Stock Option Plan

10.5 Company's Long-Term Incentive Plan

10.6 Company's Profit Sharing Plan

10.7 Acquisition Agreement dated August 15, 1997, among the Company, TCRS,
Doppelt and Jeffrey J. Doppelt

10.8 Subordinated Promissory Note dated August 22, 1997, between the Company
and Doppelt

10.9 Stockholders' Agreement dated August 22, 1997, among TCRS, the Company,
Doppelt and Jeffrey J. Doppelt

10.10 Form of Stockholders' Agreement among the Company, Crow Family Partnership
L.P., J. McDonald Williams and certain other signatories thereto

21.1 Subsidiaries of the Company

23.1 Consent of Ernst & Young LLP

23.2* Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1)

24.1 Power of Attorney (included on signature pages of this Registration
Statement)
</TABLE>

- ------------------------

* To be filed by amendment.

(B) SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULE

Report of Independent Auditors

Schedule III--Real Estate Investments and Accumulated Depreciation--Trammell
Crow Company, a Texas close corporation (Predecessor Company).

All other schedules have been intentionally omitted because they are either
not required or the information has been included in the Notes to the
Consolidated Financial Statements included as part of this Registration
Statement.

17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by

II-3
<PAGE>
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

The undersigned registrant hereby further undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
the 3rd day of September, 1997.

<TABLE>
<S> <C> <C>
TRAMMELL CROW COMPANY

By: /s/ GEORGE L. LIPPE
-----------------------------------------
George L. Lippe
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George L. Lippe, Asuka Nakahara and William P.
Leiser and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments,
including pre- and post-effective amendments, to this Registration Statement,
and any registration statement relating to the offering covered by this
Registration Statement and filed pursuant to Rule 462(b) under the Securities
Act, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

NAME TITLE DATE
- ------------------------------ -------------------------- -------------------

President and Chief
/s/ GEORGE L. LIPPE Executive Officer
- ------------------------------ (Principal Executive September 3, 1997
George L. Lippe Officer); Director

Executive Vice President
/s/ ASUKA NAKAHARA and Chief Financial
- ------------------------------ Officer (Principal September 3, 1997
Asuka Nakahara Financial Officer)

/s/ WILLIAM P. LEISER Executive Vice President
- ------------------------------ and Treasurer (Principal September 3, 1997
William P. Leiser Accounting Officer)

/s/ HARLAN R. CROW
- ------------------------------ Director September 3, 1997
Harlan R. Crow

/s/ J. MCDONALD WILLIAMS
- ------------------------------ Director September 3, 1997
J. McDonald Williams

II-5
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Trammell Crow Company

We have audited the consolidated financial statements of Trammell Crow
Company (a Texas close corporation) and Subsidiaries as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996, and
have issued our report thereon dated June 25, 1997 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule listed in Item 16(b) of this Registration Statement. This schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP

Dallas, Texas
June 25, 1997

S-1
<PAGE>
TRAMMELL CROW COMPANY
SCHEDULE III -- REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
INITIAL COST BALANCE
---------------------------------------------- COSTS ---------
BUILDINGS FURNITURE, SUBSEQUENT
RELATED AND FIXTURES & TO
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS EQUIPMENT ACQUISITION LAND
- ------------------------------ --------------- ------------ --------------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
RETAIL
Salinas-Salinas, CA........... $ 2,638 $ 972 $ -- $ -- $ 1,901 $ 972
Oxnard-Oxnard, CA............. 2,842 1,413 -- -- 2,010 1,413
Torrance-Torrance, CA......... 1,401 -- (A) -- -- 1,623 --
Cleveland-Cleveland, OH....... 1,208 618 -- -- 619 618
Flagstaff-Flagstaff, AZ....... 1,525 452 -- -- 1,465 452
Mobil-Laguna Niguel, CA....... -- 842 211 -- 842
Dry-Wadsworth-Arvada, CO...... -- 473 495 -- 74 473

INDUSTRIAL
Bolingbrook-Bolingbrook, IL... 4,249 1,406 -- -- 5,052 1,406
Andover-Andover, MA........... 291 -- -- 291
Wood Dale-Chicago, IL......... 5,141 4,034 301 -- 1,119 4,034

OFFICE/INDUSTRIAL
Texas Instruments-Austin, TX.. 35,400 14,250 21,150 -- 14,250

OFFICE
TC High Ridge-Fairfax, VA..... 11,523 1,884 5,819 -- 2,648 1,884
--------------- ------------ --------------- ----- ------------ ---------
Total....................... $ 65,927(C) $ 26,635 $ 27,976 $ -- $ 16,511 $ 26,635
--------------- ------------ --------------- ----- ------------ ---------
--------------- ------------ --------------- ----- ------------ ---------

BUILDINGS FURNITURE,
AND FIXTURES & DATE OF DATE DEPRECIABLE

DESCRIPTION IMPROVEMENTS EQUIPMENT TOTAL CONSTRUCTION ACQUIRED LIVES(D)

- ------------------------------ --------------- --------------- ------------ ----------------- ------------- -------------

<S> <C> <C> <C> <C> <C> <C>
RETAIL
Salinas-Salinas, CA........... $ 1,901 $ -- $ 2,873 1996 1996
Oxnard-Oxnard, CA............. 2,010 -- 3,423 1996 1996
Torrance-Torrance, CA......... 1,623 -- 1,623 1996 1996
Cleveland-Cleveland, OH....... 619 -- 1,237 1996 1996
Flagstaff-Flagstaff, AZ....... 1,465 -- 1,917 1996 1996
Mobil-Laguna Niguel, CA....... 211 -- 1,053 n/a 1996
Dry-Wadsworth-Arvada, CO...... 569 -- 1,042 1995 1995
INDUSTRIAL
Bolingbrook-Bolingbrook, IL... 5,052 -- 6,458 1996 1995
Andover-Andover, MA........... -- -- 291 n/a 1995
Wood Dale-Chicago, IL......... 1,420 -- 5,454 1996 1996
OFFICE/INDUSTRIAL
Texas Instruments-Austin, TX.. 21,150 -- 35,400 1976 1996
OFFICE
TC High Ridge-Fairfax, VA..... 8,467 -- 10,351 1996 1996
--------------- ----- ------------
Total....................... $ 44,487 $ -- $ 71,122(B)
--------------- ----- ------------
--------------- ----- ------------
</TABLE>

- ------------------------

(A) Property is subject to a ground lease.

(B) The aggregate cost for Federal income tax purposes is approximately $71
million.

(C) Does not include $1.8 million note related to a property sold in 1996. The
loan was subsequently repaid on January 18, 1997.

(D) All real estate investments have been held for sale since acquisition and
are therefore not depreciated.

S-2
<PAGE>
TRAMMELL CROW COMPANY
NOTES TO SCHEDULE III -- REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

Changes in real estate investments and accumulated depreciation for the
three years ended December 31, 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Real estate investments:
Balance at beginning of year................................................ $ 20,274 $ 20,215 $ 0
Additions and improvements................................................ 92,975 38,549 36,083
Sales and transfers....................................................... (42,127) (38,490) (15,868)
---------- ---------- ----------
Balance at end of year...................................................... $ 71,122 $ 20,274 $ 20,215
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

S-3
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement

2.1 Agreement and Plan of Merger dated August 22, 1997, among the Company, the
Predecessor Company, TCC Merger Sub, Inc. and certain other parties
thereto.

3.1 Certificate of Incorporation of the Company

3.2 Bylaws of the Company

4.1* Form of certificate for shares of Common Stock of the Company

5.1* Opinion of Vinson & Elkins L.L.P. relating to the Common Stock

10.1 Credit Agreement dated August 18, 1997, among the Company, Bankers Trust
Company and the lenders listed therein

10.2 Form of License Agreement among the Company, Crow Family Partnership L.P.
and certain other signatories thereto

10.3 Indemnification Agreement between the Company and George L. Lippe

10.4 Company's 1997 Stock Option Plan

10.5 Company's Long-Term Incentive Plan

10.6 Company's Profit Sharing Plan

10.7 Acquisition Agreement dated August 15, 1997, among the Company, TCRS,
Doppelt and Jeffrey J. Doppelt

10.8 Subordinated Promissory Note dated August 22, 1997, between the Company
and Doppelt

10.9 Stockholders' Agreement dated August 22, 1997, among TCRS, the Company,
Doppelt and Jeffrey J. Doppelt

10.10 Form of Stockholders' Agreement among the Company, Crow Family Partnership
L.P., J. McDonald Williams and certain other signatories thereto

21.1 Subsidiaries of the Company

23.1 Consent of Ernst & Young LLP

23.2* Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1)

24.1 Power of Attorney (included on signature pages of this Registration
Statement)
</TABLE>

- ------------------------

* To be filed by amendment.

<PAGE>

EXECUTION COPY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

--------------------------------
AGREEMENT AND PLAN OF MERGER
--------------------------------

MADE BY AND AMONG

TRAMMELL CROW COMPANY,
a Texas close corporation,

TRAMMEL CROW COMPANY,
a Delaware corporation,

TCC MERGER SUB, INC.,
a Delaware corporation,

CROW FAMILY PARTNERSHIP, L.P.

and

J. MCDONALD WILLIAMS

TO BE EFFECTIVE AS OF
AUGUST 22, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August
22, 1997, is made by and among Trammell Crow Company, a Texas close
corporation ("Texas TCC"), Trammell Crow Company, a Delaware corporation
("Delaware TCC"), TCC Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Delaware TCC ("Merger Sub"), Crow Family Partnership,
L.P. ("Crow Family") and J. McDonald Williams. Texas TCC and Merger Sub are
hereinafter collectively referred to as the "Constituent Corporations."

PRELIMINARY STATEMENTS

A. The respective Boards of Directors of Texas TCC and Merger Sub have
approved the merger of Merger Sub with and into Texas TCC, with Texas TCC
being the surviving corporation (the "Merger"). The respective Boards of
Directors of Texas TCC, Delaware TCC and Merger Sub have determined that it
is in their respective best interests and in the best interests of their
respective stockholders for the Merger to be effected upon the terms and
subject to the conditions set forth in this Agreement.

B. For federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), and that the Merger
shall also be treated as a transfer of stock of Texas TCC from the
shareholders of Texas TCC to Delaware TCC in exchange for shares of capital
stock of Delaware TCC that, when considered together with the transfer by
Crow Family or its designee of certain intangible property to Delaware TCC in
exchange for shares of capital stock of Delaware TCC pursuant to the Trade
Name License Agreement (as defined herein), and the transfer of the proceeds
of the Initial Public Offering (as defined herein) to Delaware TCC in
exchange for shares of capital stock of Delaware TCC, constitutes a
transaction described in Section 351 of the Code. This Agreement is intended
to be and is adopted as a plan of reorganization within the meaning of
Treasury Regulation Section 1.368-1(c).

C. In connection with the Merger, Texas TCC, Delaware TCC and Merger
Sub desire to make certain representations, warranties, covenants and
agreements in connection with the Merger and also to prescribe various
conditions to the Merger.

AGREEMENTS

NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants and agreements hereinafter set forth, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:

-1-

<PAGE>

ARTICLE I

CERTAIN DEFINED TERMS

As used in this Agreement, the following terms have the meanings set forth
below:

"Class A Common Stock" means the Class A Common Stock, par value $0.01 per
share, of Texas TCC.

"Class B Common Stock" means the Class B Common Stock, par value $0.01 per
share, of Texas TCC.

"Class C Common Stock" means the Class C Common Stock, par value $0.01 per
share, of Texas TCC.

"Class D Common Stock" means the Class D Common Stock, par value $0.01 per
share, of Texas TCC.

"Class E Common Stock" means the Class E Common Stock, par value $0.01 per
share, of Texas TCC.

"Class A Conversion Number" means a number to be agreed upon by Texas TCC
and Delaware TCC at or prior to the Closing; provided, however, that the product
of the Class A Conversion Number multiplied by the number of shares of Class A
Common Stock issued and outstanding immediately prior to the Effective Time
shall equal 18.05% of the Post-Merger Shares Outstanding.

"Class B Conversion Number" means a number to be agreed upon by Texas TCC
and Delaware TCC at or prior to the Closing; provided, however, that the product
of the Class B Conversion Number multiplied by the number of shares of Class B
Common Stock issued and outstanding immediately prior to the Effective Time
shall equal 4.9% of the Post-Merger Shares Outstanding.

"Class C Conversion Number" means a number to be agreed upon by Texas TCC
and Delaware TCC at or prior to the Closing; provided, however, that the product
of the Class C Conversion Number multiplied by the number of shares of Class C
Common Stock issued and outstanding immediately prior to the Effective Time
shall equal 19.85% of the Post-Merger Shares Outstanding.

"Class D Conversion Number" means a number to be agreed upon by Texas TCC
and Delaware TCC at or prior to the Closing; provided, however, that the product
of the Class D Conversion Number multiplied by the number of shares of Class D
Common Stock issued and outstanding immediately prior to the Effective Time
shall equal 0.53% of the Post-Merger Shares Outstanding.

-2-

<PAGE>

"Class E Conversion Number" means a number to be agreed upon by Texas TCC
and Delaware TCC at or prior to the Closing; provided, however, that the product
of the Class E Conversion Number multiplied by the number of shares of Class E
Common Stock issued and outstanding immediately prior to the Effective Time,
shall equal 48.41% of the Post-Merger Shares Outstanding.

"Common Stock" means the Common Stock, par value $0.01 per share, of
Delaware TCC.

"Doppelt" means Doppelt & Company, an Ohio corporation.

"Doppelt Acquisition" means the acquisition of substantially all of the
assets of Doppelt by TCRS pursuant to the Acquisition Agreement dated as of
August 15, 1997, among Texas TCC, TCRS, Doppelt & Company and Jeffrey J.
Doppelt.

"Doppelt Note" means the $6,000,000 Subordinated Promissory Note of Texas
TCC dated August 22, 1997 payable to the order of Doppelt.

"Doppelt Shares" means a number of shares of Common Stock equal to the
quotient obtained when (i) $6,000,000 is divided by (ii) the price per share at
which Common Stock is sold to the public in the Initial Public Offering, without
giving any effect to underwriters' discounts or commissions.

"Effective Time" has the meaning set forth in Section 2.1.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Final Prospectus" means the prospectus which is a part of the Registration
Statement and is to be delivered to potential purchasers of Common Stock in
connection with the Initial Public Offering.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

"Initial Public Offering" means the initial public offering of shares of
Common Stock by Delaware TCC to be effected immediately following the
consummation of the Merger and the other transactions contemplated in this
Agreement.

"Material Adverse Effect" means, with respect to any Person, the occurrence
of any event, condition, circumstance or fact that has had, or could reasonably
be expected to have, a material adverse effect on the business, operations,
properties, conditions, results of operations, assets or liabilities of such
Person and its Subsidiaries, if any, taken as a whole.

"Merger" has the meaning set forth in the first Preliminary Statement of
this Agreement.

"Option" has the meaning set forth in Section 3.1(h).

-3-

<PAGE>

"Person" or "person" means any individual, corporation, limited liability
company, partnership, limited partnership, syndicate, person (including, without
limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act),
trust, association or other legal entity or government, political subdivision,
agency or instrumentality of a government.

"Post-Merger Shares Outstanding" means the number of shares of Common Stock
to be issued and outstanding after giving effect to the issuance of the Trade
Name Shares and the conversion into Common Stock of all shares of Texas TCC
Capital Stock issued and outstanding immediately prior to the Effective Time, as
contemplated in Section 3.1; provided, however, that "Post-Merger Shares
Outstanding" shall not be deemed to include any shares of Common Stock which may
be issued or issuable (i) in exchange for the Doppelt Note as contemplated in
Section 4.6, (ii) upon the exercise of any Option, or (iii) in connection with
the Initial Public Offering.

"Post-IPO Shares Outstanding" means the number of shares of Common Stock to
be issued and outstanding after giving effect to: (i) the issuance of the Trade
Name Shares, (ii) the conversion into Common Stock of all shares of Texas TCC
Capital Stock issued and outstanding immediately prior to the Effective Time, as
contemplated in Section 3.1, (iii) the issuance of the Doppelt Shares, (iv) the
issuance of all shares of Common Stock reserved for issuance upon the exercise
of an Option, and (v) the issuance of shares of Common Stock in the Initial
Public Offering.

"Registration Statement" means the Registration Statement on Form S-1 to be
filed with the Securities and Exchange Commission in connection with the Initial
Public Offering, as the same may be amended or supplemented after the date of
its original filing.

"Securities Act" means the Securities Act of 1933.

"Shareholder Approval" means the approval, by the holders of 70% or more of
the shares of each class of Texas TCC Capital Stock, of the Merger, the
termination of the Texas TCC Shareholders Agreement and any other matters which
require the approval of the Shareholders of Texas TCC in order to consummate the
transactions contemplated in this Agreement.

"Subsidiary" means, with respect to any Person, any corporation or other
organization, whether incorporated of unincorporated, of which: (i) such Person
or any other Subsidiary of such Person is a general partner; or (ii) at least a
majority of the securities or other interests having by their terms ordinary
voting power to elect a majority of the Board of Directors or others performing
similar functions with respect to such corporation or other organization is,
directly or indirectly, owned or controlled by such Person or by any one or more
of such Person's Subsidiaries.

"TCRS" means Trammell Crow Retail Services, Inc., a Delaware corporation
and a wholly-owned subsidiary of Texas TCC.

"Texas TCC Capital Stock" means the collective reference to Class A Common
Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock and
Class E Common Stock.

-4-

<PAGE>

"Texas TCC Capital Stock Equivalents" means, without duplication with any
other Texas TCC Capital Stock or Texas TCC Capital Stock Equivalents, any
rights, warrants, options, convertible securities or indebtedness, exchangeable
securities or indebtedness, or other rights, exercisable for or convertible or
exchangeable into Texas TCC Capital Stock, whether at the time of issuance or
upon the passage of time or the occurrence of some future event.

"Texas TCC Shareholders Agreement" means the Fourth Amended and Restated
Shareholders' Agreement for Trammell Crow Company effective as of August 26,
1996, by and among Texas TCC, Texas TCC's shareholders and such shareholders'
respective spouses, as amended by the Authorization and Waiver effective as of
August 26, 1996 between the Company and Crow Family and the Consent and Waiver
effective as of August 26, 1996 among the Company, Crow Family, Crow Realty
Investors, L.P. and Mill Creek Holdings, LTD.

"Trade Name License Agreement" has the meaning set forth in Section 4.5(b).

"Trade Name Shares" means a number of shares of Common Stock issued in
exchange for the transfer of property under the Trade Name License Agreement to
be agreed upon by Texas TCC and Delaware TCC at or prior to the Closing;
provided, however, that the sum of 1,000 (which is the number of shares of
Common Stock originally issued by Delaware TCC to Crow Family) and the number of
Trade Name Shares shall equal 8.26% of the Post-Merger Shares Outstanding.

"Underwriting Agreement" means the Underwriting Agreement, providing for a
firm commitment underwriting, to be entered into among Delaware TCC and the
managing underwriters of the Initial Public Offering.

ARTICLE II

THE MERGER; CLOSING; OTHER ACTIONS
TO BE TAKEN AT THE CLOSING

Section 2.1 MERGER. Subject to the terms and conditions set forth in
this Agreement, at the Effective Time (hereinafter defined), Merger Sub shall be
merged with and into Texas TCC in accordance with the applicable provisions of
the Texas Business Corporation Act (the "TBCA") and the Delaware General
Corporation Law (the "DGCL"). As soon as practicable at or after the closing of
the Merger (the "Closing"), articles of merger, prepared and executed in
accordance with the relevant provisions of the TBCA (the "Articles of Merger"),
shall be filed with the Texas Secretary of State, and a certificate of merger,
prepared and executed in accordance with the relevant provisions of the DGCL
(the "Certificate of Merger") shall be filed with the Delaware Secretary of
State. The Merger shall become effective at such time as is provided in the
Articles of Merger and the Certificate of Merger, which time shall be on the
date of Closing (the "Effective Time").

Section 2.2 EFFECTS OF THE MERGER.

(a) At the Effective Time:

-5-

<PAGE>

(i) Merger Sub shall be merged with and into Texas TCC, the
separate existence of Merger Sub shall cease and Texas TCC shall continue as the
surviving corporation (for periods occurring after the Effective Time, Texas TCC
is sometimes referred to herein as the "Surviving Corporation");

(ii) the Articles of Incorporation of Texas TCC as in effect
immediately prior to the Effective Time shall be the Articles of Incorporation
of the Surviving Corporation, except that the Articles of Merger shall amend and
restate Articles One and Four of the Articles of Incorporation of Texas TCC to
read in their entirety as follows:

"ARTICLE ONE

The name of the corporation (the "Corporation") is Trammell Crow
Company."

and:

"ARTICLE FOUR

The title and number of shares of all classes of stock which the
Corporation shall have authority to issue is Three Thousand (3,000)
shares of Common Stock, par value $0.01 per share."

(iii) pursuant to Article 12.21(3) of the Texas Close
Corporation Law, Texas TCC shall terminate its status as a close corporation and
shall be a corporation subject to the provisions of the TBCA.

(iv) the Amended and Restated Bylaws attached hereto as EXHIBIT A
shall be the Bylaws of the Surviving Corporation.

(b) The initial directors and officers of the Surviving Corporation
shall be the individuals identified on EXHIBIT B, each of whom shall hold the
offices set forth opposite their respective names on EXHIBIT B, and such
directors and officers shall serve until their successors have been duly elected
or appointed and qualified or until their earlier death, resignation or removal
in accordance with the Surviving Corporation's Articles of Incorporation and
Bylaws.

Section 2.3 FURTHER ASSURANCES. If, at any time after the Effective
Time, the Surviving Corporation shall consider or be advised that any deeds,
bills of sale, assignments, assurances or any other actions or things are
necessary or desirable to vest, perfect or confirm of record or otherwise in the
Surviving Corporation its right, title or interest in, to or under any of the
rights, properties or assets of either of the Constituent Corporations acquired
or to be acquired by the Surviving Corporation as a result of, or in connection
with, the Merger, or otherwise to carry out this Agreement, the officers and
directors of the Surviving Corporation shall be authorized to execute and
deliver, in the name and on behalf of each of the Constituent Corporations, or
otherwise, all such deeds, bills of sale, assignments and assurances and to take
and do, in the name and on behalf of each of the Constituent Corporations or
otherwise, all such other actions and things as may be necessary

-6-

<PAGE>

or desirable to vest, perfect or confirm any and all right, title and
interest in, to and under such rights, properties or assets in the Surviving
Corporation or otherwise to carry out this Agreement.

ARTICLE III

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

Section 3.1 EFFECT OF MERGER ON CAPITAL STOCK. At the Effective Time,
by virtue of the Merger and without any further action on the part of any holder
of any shares of Texas TCC Capital Stock or any shares of capital stock of
Merger Sub:

(a) CAPITAL STOCK OF MERGER SUB. Each issued and outstanding share
of capital stock of Merger Sub shall be converted into the right to receive one
fully paid and nonassessable share of common stock, par value $0.01 per share,
of the Surviving Corporation.

(b) CANCELLATION OF TEXAS TCC TREASURY STOCK AND DELAWARE TCC-OWNED
TCC TEXAS STOCK. Each share of Texas TCC Capital Stock that is owned by Texas
TCC as treasury stock and any shares of Texas TCC Capital Stock owned by
Delaware TCC, Merger Sub or any other direct or indirect wholly owned Subsidiary
of Texas TCC or Delaware TCC shall be canceled and retired and shall cease to
exist, and no stock of Delaware TCC or the Surviving Corporation or other
consideration shall be delivered or deliverable in exchange therefor.

(c) CLASS A COMMON STOCK. Subject to the provisions of Section
3.2(e) hereof, each share of Class A Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares to be canceled in
accordance with Section 3.1(b)) shall be converted into the right to receive a
number of shares of Common Stock equal to the Class A Conversion Number. All
such shares of Class A Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
have any rights with respect thereto, except the right to receive certificates
representing the shares of Common Stock issued in consideration therefor upon
surrender of such certificate in accordance with Section 3.2, without interest.

(d) CLASS B COMMON STOCK. Subject to the provisions of Section
3.2(e) hereof, each share of Class B Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares to be canceled in
accordance with Section 3.1(b)) shall be converted into the right to receive a
number of shares of Common Stock equal to the Class B Conversion Number. All
such shares of Class B Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each holder of a certificate representing any such shares shall cease
to have any rights with respect thereto, except the right to receive
certificates representing the shares of Common Stock issued in consideration
therefor upon the surrender of such certificate in accordance with Section 3.2,
without interest.

(e) CLASS C COMMON STOCK. Subject to the provisions of Section
3.2(e) hereof, each share of Class C Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares to be canceled in
accordance with Section 3.1(b)) shall be converted into the

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right to receive a number of shares of Common Stock equal to the Class C
Conversion Number. All such shares of Class C Common Stock, when so
converted, shall no longer be outstanding and shall automatically be canceled
and retired and shall cease to exist, and each holder of a certificate
representing any such shares shall cease to have any rights with respect
thereto, except the right to receive certificates representing the shares of
Common Stock issued in consideration therefor upon the surrender of such
certificate in accordance with Section 3.2, without interest.

(f) CLASS D COMMON STOCK. Subject to the provisions of
Section 3.2(e) hereof, each share of Class D Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares to be canceled in
accordance with Section 3.1(b)) shall be converted into the right to receive a
number of shares of Common Stock equal to the Class D Conversion Number. All
such shares of Class D Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each holder of a certificate representing any such shares shall cease
to have any rights with respect thereto, except the right to receive
certificates representing the shares of Common Stock issued in consideration
therefor upon the surrender of such certificate in accordance with Section 3.2,
without interest.

(g) CLASS E COMMON STOCK. Subject to the provisions of
Section 3.2(e) hereof, each share of Class E Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares to be canceled in
accordance with Section 3.1(b)) shall be converted into the right to receive a
number of shares of Common Stock equal to the Class E Conversion Number. All
such shares of Class E Common Stock, when so converted, shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each holder of a certificate representing any such shares shall cease
to have any rights with respect thereto, except the right to receive
certificates representing the shares of Common Stock issued in consideration
therefor upon the surrender of such certificate in accordance with Section 3.2,
without interest.

(h) STOCK OPTIONS. At the Effective Time, each outstanding option
(each, an "Option") to purchase Class E Common Stock that has been granted
pursuant to Texas TCC's 1997 Stock Option Plan (the "Assumed Option Plan") shall
be assumed by Delaware TCC. Each such Option shall be deemed to constitute an
option to acquire, on the same terms and conditions as were applicable under
such Option, a number of shares of Common Stock equal to the number of shares of
Class E Common Stock purchasable pursuant to such Option multiplied by the
Class E Conversion Number, at a price per share equal to the per-share exercise
price for the shares of Common Stock purchasable pursuant to such Option divided
by the Class E Conversion Number; PROVIDED, HOWEVER, that, unless otherwise
provided in the applicable Option, the number of shares of Common Stock that may
be purchased upon exercise of such Option shall not include any fractional
share. Delaware TCC shall take all corporate action necessary to reserve for
issuance a sufficient number of shares of Common Stock for delivery upon
exercise of the Options assumed in accordance with this Section 3.1(h).

(i) NO ADDITIONAL RIGHTS. Except as set forth in Sections 3.1(h) and
4.6 or as otherwise agreed to by the parties,(i) the provisions of any Texas TCC
Capital Stock Equivalent shall become null and void, and (ii) Texas TCC, Merger
Sub, Delaware TCC and, from and after the Effective Time, the Surviving
Corporation, shall use their respective best efforts to ensure that, following
the Effective Time, no holder of Texas TCC Capital Stock Equivalents or any
participant

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in any plan, program or arrangement shall have any right thereunder to
acquire any equity securities of Texas TCC, Merger Sub, Delaware TCC or any
direct or indirect Subsidiary thereof.

Section 3.2 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE AGENT. As of the Effective Time, the Surviving
Corporation shall hold, for the benefit of the holders of shares of Texas TCC
Capital Stock, the certificates representing the shares of Common Stock issuable
at the Effective Time pursuant to Section 3.1 in exchange for outstanding shares
of Texas TCC Capital Stock (the shares of Common Stock, together with any
dividends or distributions with respect thereto, being hereinafter referred to
as the "Exchange Fund"). The Surviving Corporation shall deliver the Common
Stock contemplated to be issued pursuant to Section 3.1 out of the Exchange
Fund. The Exchange Fund shall not be used for any other purpose.

(b) EXCHANGE PROCEDURES. Delivery of each certificate which,
immediately prior to the Effective Time, represented outstanding shares of Texas
TCC Capital Stock (each, a "Certificate"), shall be effected, and risk of loss
and title to such Certificate shall pass, only upon surrender of the Certificate
to the Surviving Corporation for cancellation. Upon surrender of a Certificate
for cancellation to the Surviving Corporation, or to such other agent or agents
as may be appointed by the Surviving Corporation, together with any other
documents of transfer reasonably required by the Surviving Corporation,(i) the
holder of the Certificate shall be entitled to receive a certificate
representing that number of whole shares of Common Stock which such holder has
the right to receive pursuant to the provisions of this Article III, and any
unpaid dividends and distributions that such holder has the right to receive
pursuant to Section 3.2(c); and (ii) the Certificate so surrendered shall
forthwith be canceled. In the event of a transfer of ownership of Texas TCC
Capital Stock which is not registered in the transfer records of Texas TCC, a
certificate representing the appropriate number of whole shares of Common Stock
may be issued to a transferee if the Certificate representing such Texas TCC
Capital Stock is presented to the Surviving Corporation accompanied by all
documents required to evidence and effect such transfer and by evidence that any
applicable stock transfer taxes have been paid. If any shares of Texas TCC
Capital Stock have been pledged to Texas TCC by the holder thereof to secure the
repayment by such holder of any obligation owed to Texas TCC, a certificate
representing the appropriate number of whole shares of Common Stock may be
issued if the Certificate representing such pledged shares of Texas TCC Capital
Stock is presented to the Surviving Corporation accompanied by all documents
which the Surviving Corporation requires to evidence the Surviving Corporation's
continued security interest in the shares of Common Stock issued in exchange for
the Certificate representing such Texas TCC Capital Stock, and the certificate
so issued shall be pledged to the Surviving Corporation. Until surrendered as
contemplated by this Section 3.2, each Certificate shall be deemed at any time
after the Effective Time to represent only the right to receive upon such
surrender a certificate representing whole shares of Common Stock, cash in lieu
of fractional shares of Common Stock as contemplated in Section 3.2(e) and any
unpaid dividends and distributions that such holder has the right to receive
pursuant to Section 3.2(c). The Surviving Corporation shall not be entitled to
vote or exercise any rights of ownership with respect to the Common Stock held
by it from time to time hereunder, except that it shall receive and hold all
dividends or other distributions paid or distributed with respect thereto for
the account of persons entitled thereto.

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(c) DISTRIBUTIONS WITH RESPECT TO SHARES HELD FOR EXCHANGE. No
dividends or other distributions with respect to Common Stock declared or made
after the Effective Time with a record date after the Effective Time shall be
paid to the holder of any unsurrendered Certificate with respect to the shares
of Common Stock the right to receive which is represented thereby and no cash
payment in lieu of fractional shares shall be paid to any such holder pursuant
to Section 3.2(e) until the holder of such Certificate surrenders such
Certificate. Subject to the effect of applicable law, following surrender of
any such Certificate, there shall be paid to the holder thereof, without
interest;(i) at the time of such surrender, the amount of any cash payable in
lieu of a fractional share of Common Stock to which such holder is entitled
pursuant to Section 3.2(e) and the amount of dividends or other distributions
with a record date after the Effective Time theretofore paid with respect to
such whole shares of Common Stock; and (ii) at the appropriate payment date, the
amount of dividends or other distributions with a record date after the
Effective Time but prior to such surrender and a payment date subsequent to such
surrender payable with respect to such whole shares of Common Stock.

(d) NO FURTHER OWNERSHIP RIGHTS. All shares of Common Stock issued
in exchange for shares of Texas TCC Capital Stock in accordance with the terms
hereof shall be deemed to have been issued in full satisfaction of all rights
pertaining to such shares of Texas TCC Capital Stock, subject to the Surviving
Corporation's obligation to pay any dividends or make any other distributions
with a record date prior to the Effective Time and which remain unpaid at the
Effective Time. From and after the Effective Time, there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of any shares of Texas TCC Capital Stock that were outstanding
immediately prior to the Effective Time. If, after the Effective Time,
Certificates are presented to the Surviving Corporation for any reason, they
shall be canceled and exchanged as provided in this Article III.

(e) NO FRACTIONAL SHARES. No certificates or scrip representing
fractional shares of Common Stock shall be issued upon the surrender for
exchange of Certificates pursuant to this Article III, and, except as provided
in this Section 3.2(e), no dividend or other distribution, stock split or
interest shall relate to any such fractional security, and no such fractional
share which such holder might otherwise have been entitled to receive shall
entitle the owner thereof to vote or to any rights of a securityholder of
Delaware TCC. In lieu of any fractional security, each holder of shares of
Texas TCC Capital Stock who would otherwise have been entitled to a fraction of
a share of Common Stock, upon the surrender of Certificates for exchange
pursuant this Article III, will be paid an amount in cash (without interest)
equal to the initial price at which shares of Common Stock are sold in the
Initial Public Offering multiplied by a fraction equal to the portion of a whole
share of Common Stock represented by such fractional share of Common Stock.

(f) NO LIABILITY. None of Delaware TCC, Merger Sub, Texas TCC or the
Surviving Corporation shall be liable to any holder of shares of Texas TCC
Capital Stock for such portion of such shares of Common Stock (or dividends or
distributions with respect thereto) delivered to a public official pursuant to
any applicable abandoned property, escheat or similar law. Any amounts
remaining unclaimed by holders of any such shares at such date as is immediately
prior to the time at which such amounts would otherwise escheat to or become
property of any governmental entity shall, to the extent permitted by applicable
law, become the property of the

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Surviving Corporation, free and clear of any claims or interest of any such
holders or their successors, assigns or personal representatives previously
entitled thereto.

(g) LOST, STOLEN OR DESTROYED CERTIFICATES. If any Certificate shall
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming such Certificate to be lost, stolen or destroyed
and, if required by the Surviving Corporation, the posting by such person of a
bond in such reasonable amount as the Surviving Corporation, may direct as
indemnity against any claim that may be made against it with respect to such
Certificate, the Surviving Corporation shall issue in exchange for such lost,
stolen or destroyed Certificate the certificate representing that number of
whole shares of Common Stock which such holder has the right to receive pursuant
to the provisions of this Article III, and any unpaid dividends and
distributions that such holder has the right to receive pursuant to Section
3.2(c).

ARTICLE IV

OTHER ACTIONS

Section 4.1 STOCKHOLDER CONSENT. By its execution and delivery of this
Agreement, Delaware TCC hereby consents (in its capacity as the sole stockholder
of Merger Sub) to the approval of the Merger and to the Merger Agreement, and
agrees that it will not withdraw, revoke, rescind or alter such consent in any
way without the prior written consent of Texas TCC.

Section 4.2 STOCKHOLDERS AGREEMENT. Upon the terms and subject to the
conditions set forth herein, Delaware TCC, Crow Family and J. McDonald Williams
hereby covenant and agree with each other that at Closing they shall execute,
deliver and enter into a Stockholders Agreement substantially in the form
attached hereto as EXHIBIT C (the "Stockholders Agreement").

Section 4.3 CROW FAMILY TERMINATION AGREEMENT. Upon the terms and
subject to the conditions set forth herein, Texas TCC and Crow Family hereby
covenant and agree with each other that at the Closing they shall execute,
deliver and enter into a Termination and Release Agreement substantially in the
form attached hereto as EXHIBIT D (the "Crow Family Termination Agreement").

Section 4.4 WILLIAMS TERMINATION AGREEMENT. Upon the terms and subject
to the conditions set forth herein, Texas TCC and J. McDonald Williams hereby
covenant and agree with each other that at Closing they shall execute, deliver
and enter into a Termination and Release Agreement substantially in the form
attached hereto as EXHIBIT E (the "Williams Termination Agreement").

Section 4.5 MATTERS RELATING TO TRADE NAME LICENSE. Crow Family and
Delaware TCC hereby covenant and agree with each other and with Texas TCC that,
upon the terms and subject to the conditions set forth herein and pursuant to
Section 351 of the Code, at the Closing and immediately prior to the Effective
Time:

(a) ISSUANCE OF TRADE NAME SHARES. Delaware TCC shall issue to Crow
Family or its designee, and Crow Family or its designee shall acquire from
Delaware TCC, the

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Trade Name Shares, free and clear of all liens, security interests, claims,
rights of another and encumbrances of any kind or character. Delaware TCC
shall deliver to Crow Family or its designee at the Closing a share
certificate representing the total number of Trade Name Shares to be
acquired by Crow Family or such designee hereunder, executed by a duly
authorized officer of Delaware TCC.

(b) TRADE NAME LICENSE AGREEMENT. In consideration for the issuance
of the Trade Name Shares at Closing, Crow Family hereby covenants and
agrees with Delaware TCC and Texas TCC that at the Closing Crow Family
shall, or Crow Family shall cause its designee to, transfer certain
intangible property to Delaware TCC by executing, delivering and entering
into a Trade Name License Agreement substantially in the form attached
hereto as EXHIBIT F (the "Trade Name License Agreement").

Section 4.6 DOPPELT SHARES. Upon the terms and subject to the
conditions set forth herein, Delaware TCC hereby covenants and agrees with Texas
TCC that at Closing and immediately following the Effective Time, Delaware TCC
shall issue to Doppelt the Doppelt Shares, free and clear of all liens, security
interests, claims, rights of another and encumbrances of any kind or character.
Upon delivery to Delaware TCC of the Doppelt Note, Delaware TCC shall deliver to
Doppelt a share certificate representing the total number of Doppelt Shares,
executed by a duly authorized officer of Delaware TCC.

Section 4.7 LONG-TERM INCENTIVE PLAN. Attached to this Agreement as
EXHIBIT G is the Trammell Crow Company Long-Term Incentive Plan (the "Long-Term
Incentive Plan"). By its execution and delivery of this Agreement, Crow Family,
in its capacity as the sole stockholder of Delaware TCC, hereby consents to the
adoption of the Long-Term Incentive Plan and agrees that it will not withdraw,
revoke, rescind or alter such consent in any way without the prior written
consent of Texas TCC. Delaware TCC and Crow Family hereby agree that they shall
not amend, modify, supplement or otherwise alter the Long-Term Incentive Plan
without the prior written consent of Texas TCC. Delaware TCC hereby covenants
and agrees with Texas TCC that at or prior to the Closing Delaware TCC will
issue options to purchase a number of shares of Common Stock equal to 7.0% of
the Post-IPO Shares Outstanding, in such incremental amounts and to such
Eligible Individuals (as defined in the Long-Term Incentive Plan) as Texas TCC
shall request in writing to Delaware TCC at or prior to Closing.

Section 4.8 TAX COVENANTS. The parties to this Agreement agree that the
Merger shall constitute a transfer of property by the shareholders of Texas TCC
to Delaware TCC in exchange for shares of capital stock of Delaware TCC that,
when considered together with the transfer by Crow Family or its designee of
certain intangible property to Delaware TCC pursuant to the Trade Name License
Agreement in exchange for shares of capital stock of Delaware TCC, and the
transfer of the proceeds of the Initial Public Offering to Delaware TCC in
exchange for shares of capital stock of Delaware TCC, constitutes a transaction
described in Section 351 of the Code, and the parties to this Agreement agree
and covenant to make all tax filings in a manner consistent with this
Section 4.8. Except as required by applicable law, no party to this Agreement
shall take or cause to be taken any action which would prevent the Merger from
qualifying as a reorganization pursuant to Section 368 of the Code or from
qualifying as part of a series of transfers of property to Delaware

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TCC in exchange for capital stock of Delaware TCC pursuant to Section 351 of
the Code in the manner described in the preceding sentence.

Section 4.9 CONDUCT OF BUSINESS BY DELAWARE TCC AND MERGER SUB PENDING
THE MERGER. Each of Delaware TCC and Merger Sub hereby covenants and agrees
with Texas TCC that, prior to the Effective Time, unless Texas TCC shall
otherwise agree in writing, it shall not conduct any business activities other
than those reasonably necessary to effect the Initial Public Offering, the
Merger and the other transactions contemplated in this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1 REPRESENTATIONS AND WARRANTIES OF DELAWARE TCC AND MERGER
SUB. Delaware TCC and Merger Sub hereby jointly and severally represent and
warrant to Texas TCC as follows:

(a) ORGANIZATION, STANDING AND POWER. Each of Delaware TCC and
Merger Sub is a corporation duly incorporated, validly existing and in good
standing under the laws of the state of Delaware and is in good standing as a
foreign corporation in each jurisdiction where the properties owned, leased or
operated, or the business conducted, by it require such qualification and where
failure to so qualify or be in good standing either singly or in the aggregate,
would have a Material Adverse Effect with respect to Delaware TCC. Each of
Delaware TCC and Merger Sub has the corporate power to carry on its business as
it is now being conducted

(b) CAPITALIZATION. At the time of execution of this Agreement, the
authorized capital stock of Delaware TCC consists of 100,000,000 shares of
Common Stock, par value $0.01 per share, and 30,000,000 shares of preferred
stock, par value $0.01 per share. At the Effective Time, the number of issued
and outstanding shares of Common Stock will be as described in the Final
Prospectus, and all such issued and outstanding shares will be duly authorized,
validly issued, fully paid and nonassessable and will not have been issued in
violation of any preemptive or similar rights. All of the issued and
outstanding shares of capital stock of Merger Sub are duly authorized, validly
issued, fully paid and nonassessable and have not been issued in violation of
any preemptive or similar rights.

(c) AUTHORITY. Each of Delaware TCC and Merger Sub has all requisite
corporate power and authority to enter into this Agreement and each other
agreement, document and instrument required to be executed by it in accordance
herewith, including, without limitation, each of the documents the forms of
which are attached as Exhibits hereto (collectively, including this Agreement,
the "Transaction Documents"), and to consummate the transactions contemplated
hereby or thereby. The execution and delivery by Delaware TCC and Merger Sub of
this Agreement and the other Transaction Documents to which they are to be
parties, and the consummation by Delaware TCC and Merger Sub of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Delaware TCC and Merger Sub. This Agreement has
been, and at Closing each of the other Transaction Documents to which Delaware

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TCC or Merger Sub is to be a party will be, duly executed and delivered by
Delaware TCC and Merger Sub, and this Agreement constitutes, and upon
execution and delivery thereof by Delaware TCC and Merger Sub, the other
Transaction Documents to which Delaware TCC or Merger Sub is to be a party
will constitute, the valid and binding obligations of each of Delaware TCC
and Merger Sub, enforceable against it in accordance with its respective
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditor's rights and
remedies generally and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a proceeding at
law or in equity). Without limiting the other representations and warranties
set forth in this Section 5.1(c), the Long-Term Incentive Plan has been
unanimously approved by the members of Delaware TCC's Board of Directors and
by each holder of Delaware TCC's capital stock entitled to vote on the
approval of the Long-Term Incentive Plan.

(d) NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The execution and
delivery by Delaware TCC and Merger Sub of this Agreement and the other
Transaction Documents to which they are parties do not, and the performance by
Delaware TCC and Merger Sub, as applicable, of the transactions contemplated
hereby and thereby will not, subject to making the filings and obtaining the
consents, approvals, authorizations and permits described below,(i) violate,
conflict with, or result in any breach of any provision of the certificates of
incorporation or bylaws of Delaware TCC or Merger Sub,(ii) violate, conflict
with or result in a violation or breach of, or constitute a default (with or
without due notice or lapse of time or both) under, or permit the termination
of, or result in the acceleration of, or entitle any party to accelerate any
obligation, or result in the loss of any benefit, or give any person the right
to require any security to be repurchased, or give rise to the creation of any
lien, charge, security interest or encumbrance upon any of the properties or
assets of Delaware TCC or Merger Sub under, any of the terms, conditions or
provisions of, any loan or credit agreement, note, bond, mortgage, indenture or
deed of trust, or any license, lease, agreement or other instrument or
obligation to which any of them is a party or by which any of them or any of
their properties or assets may be bound or subject, except for such violations,
conflicts, breaches, defaults, terminations, accelerations, losses or other such
events as have not had, or could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect with respect to
Delaware TCC, or (iii) violate any order, writ, judgment, injunction, decree,
statute, rule or regulation of any court or any federal, state or local
administrative agency or commission or other governmental authority or
instrumentality (a "Governmental Entity") applicable to Delaware TCC or any of
its Subsidiaries or by which or to which any of their respective properties or
assets is bound or subject ("Applicable Laws"), except for such violations as
have not had, or could not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect with respect to Delaware TCC. No
consent, approval, order, or authorization of, or registration, declaration, or
filing with, any Governmental Entity is required by or with respect to Delaware
TCC or Merger Sub in connection with the execution and delivery of this
Agreement or any of the other Transaction Documents by Delaware TCC or Merger
Sub or the consummation of the transactions contemplated hereby or thereby,
except for applicable requirements, if any, of the HSR Act, the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and state
securities or blue sky laws.

Section 5.2 REPRESENTATIONS AND WARRANTIES OF TEXAS TCC. Texas TCC
hereby represents and warrants to Delaware TCC that:

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(a) ORGANIZATION, STANDING AND POWER. Texas TCC is a close
corporation duly incorporated, validly existing and in good standing under the
laws of the state of Texas and is in good standing as a foreign corporation in
each jurisdiction where the properties owned, leased or operated, or the
business conducted, by it require such qualification and where failure to so
qualify or be in good standing, either singly or in the aggregate, would have a
Material Adverse Effect with respect to Texas TCC. Texas TCC has the corporate
power to carry on its business as it is now being conducted.

(b) CAPITALIZATION. The authorized capital stock of Texas TCC
consists of (i) 3,366 shares of Class A Common Stock, par value $0.01 per share,
(ii) 2,244 shares of Class B Common Stock, par value $0.01 per share,
(iii) 4,197 shares of Class C Common Stock, par $0.01 value per share, (iv) 390
shares of Class D Common Stock, par value $0.01 per share and (v) 100,000 shares
of Texas TCC Class E Common Stock, par value $0.01 per share. All of the
outstanding shares of Texas TCC Capital Stock have been validly issued and are
fully paid and nonassessable. Except for Texas TCC's obligations under the
Assumed Option Plan and in connection with the Doppelt Acquisition, there are no
options, warrants, calls, rights, commitments or agreements of any character to
which Texas TCC or any of its Subsidiaries is a party or by which any of them is
bound obligating Texas TCC or any of its Subsidiaries to issue, deliver or sell,
or cause to be issued, delivered or sold, additional shares of capital stock of
Texas TCC or any of its Subsidiaries, or obligating Texas TCC or any of its
Subsidiaries to grant, extend or enter into any such option, warrant, call,
right, commitment or agreement. Except as set forth in the Texas TCC
Shareholders Agreement, there are no outstanding contractual rights or
obligations of Texas TCC or any Subsidiary to repurchase, redeem or otherwise
acquire capital stock of, or any equity interest in, Texas TCC or any of its
Subsidiaries. All of the issued and outstanding shares of capital stock of each
Subsidiary of Texas TCC are duly authorized, validly issued, fully paid and
nonassessable and have not been issued in violation of any preemptive or similar
rights.

(c) AUTHORITY. Texas TCC has all requisite corporate power and
authority to enter into this Agreement and each of the other Transaction
Documents to be executed by it in accordance herewith, and to consummate the
transactions contemplated hereby or thereby. The execution and delivery by
Texas TCC of this Agreement and the other Transaction Documents to which Texas
TCC is to be a party, and the consummation by Texas TCC of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Texas TCC, except for the Shareholder Approval.
This Agreement has been, and at Closing each of the other Transaction Documents
to which Texas TCC is to be a party will be, duly executed and delivered by
Texas TCC, and this Agreement constitutes, and upon execution and delivery
thereof by Texas TCC, the other Transaction Documents to which Texas TCC is to
be a party will constitute, the valid and binding obligation of Texas TCC,
enforceable against it in accordance with its respective terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

(d) NO CONFLICT; REQUIRED FILINGS AND CONSENTS. Except as disclosed
on SCHEDULE 5.2(D), the execution and delivery by Texas TCC of this Agreement
and the other Transaction Documents do not, and the performance by Texas TCC of
the transactions contemplated

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hereby or thereby will not, subject to making the filings and obtaining the
consents, approvals, authorizations and permits described below, (i) violate,
conflict with, or result in any breach of any provision of the articles of
incorporation or bylaws of Texas TCC, (ii) violate, conflict with, or result
in a violation or breach of, or constitute a default (with or without due
notice or lapse of time or both) under, or permit the termination of, or
result in the acceleration of, or entitle any party to accelerate any
obligation, or result in the loss of any benefit, or give any person the
right to require any security to be repurchased, or give rise to the creation
of any lien, charge, security interest or encumbrance upon any of the
properties or assets of Texas TCC or any of its Subsidiaries under, any of
the terms, conditions, or provisions of, any loan or credit agreement, note,
bond, mortgage, indenture or deed of trust, or any license, lease, agreement
or other instrument or obligation to which any of them is a party or by which
any of them or any of their properties or assets may be bound or subject,
except for such violations, conflicts, breaches, defaults, terminations,
accelerations, losses or other such events as have not had, or could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect with respect to Texas TCC, or (iii) violate any Applicable
Laws, except for such violations as have not had, or could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect
with respect to Texas TCC. No consent, approval, order, or authorization of,
or registration, declaration, or filing with, any Governmental Entity is
required by or with respect to Texas TCC in connection with the execution and
delivery of this Agreement or any of the other Transaction Documents by Texas
TCC or the consummation of the transactions contemplated hereby or thereby,
except for applicable requirements, if any, of the HSR Act, the Securities
Act, the Exchange Act, and state securities or blue sky laws.

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION. The respective
obligations of each party to effect the transactions contemplated hereby are
subject to the satisfaction on or prior to the Effective Time of the following
conditions:

(a) CONSENTS AND APPROVALS. All authorizations, consents, orders or
approvals of, or declarations or filings with, or expirations of waiting periods
imposed by, any Governmental Entity necessary for the consummation of the
transactions contemplated by this Agreement shall have been filed, occurred or
been obtained.

(b) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,
preliminary or permanent injunction, or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the transactions contemplated by this Agreement shall be in
effect.

(c) NO ACTION. No action shall have been taken nor any statute, rule
or regulation shall have been enacted by any Governmental Entity that makes the
consummation of the transactions contemplated by this Agreement illegal.

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<PAGE>

(d) INITIAL PUBLIC OFFERING. The Registration Statement shall have
been declared effective by the Securities and Exchange Commission, the
Underwriting Agreement shall have been entered into and all of the conditions
required pursuant to the Underwriting Agreement for the consummation of the
Initial Public Offering shall have been satisfied or waived simultaneously with
or prior to the Merger.

(e) SHAREHOLDER APPROVAL. The Shareholder Approval shall have been
obtained.

(f) STOCKHOLDERS AGREEMENT. A fully executed copy of the
Stockholders Agreement shall have been delivered to each of the parties hereto.

(g) CONSENT. Trammell Crow Residential Company shall have consented
to the execution of the License Agreement by Crow Family and Delaware TCC prior
to the time that the Registration Statement is filed with the Securities and
Exchange Commission.

Section 6.2 CONDITIONS TO OBLIGATION OF TEXAS TCC. The obligation of
Texas TCC to effect the Merger and the other transactions contemplated by this
Agreement is subject to the satisfaction of the following conditions unless
waived, in whole or in part, by Texas TCC:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Delaware TCC and Merger Sub set forth in this Agreement shall be
true and correct in all material respects as of the date of this Agreement and
as of the Closing Date as though made on and as of the Closing Date, except as
contemplated or permitted by this Agreement.

(b) PERFORMANCE OF OBLIGATIONS. Each of Delaware TCC and Merger Sub
shall have performed in all material respects all obligations required to be
performed by them under this Agreement prior to the Closing Date.

(c) CLOSING DELIVERIES. All documents and instruments required to be
delivered, and all actions required to be taken, by the parties hereto other
than Texas TCC pursuant to Article IV shall have been delivered or taken.

Section 6.3 CONDITIONS TO OBLIGATIONS OF DELAWARE TCC AND MERGER SUB.
The obligation of Delaware TCC and Merger Sub to effect the Merger and the other
transactions contemplated by this Agreement is subject to the satisfaction of
the following conditions unless waived, in whole or in part, by Delaware TCC and
Merger Sub.

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Texas TCC set forth in this Agreement shall be true and correct in
all material respects as of the date of this Agreement and as of the Closing
Date as though made on and as of the Closing Date, except as contemplated or
permitted by this Agreement.

(b) PERFORMANCE OF OBLIGATIONS. Texas TCC shall have performed in
all material respects all obligations required to be performed by it under this
Agreement prior to the Closing Date.

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<PAGE>

(c) CLOSING DELIVERIES. All documents and instruments required to be
delivered, and all actions required to be taken, by the parties hereto other
than Delaware TCC or Merger Sub pursuant to Article IV shall have been delivered
or taken.

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

Section 7.1 TERMINATION. This Agreement may be terminated prior to the
Closing:

(a) by mutual consent of Delaware TCC and Texas TCC;

(b) by either of Delaware TCC or Texas TCC;

(i) if a court of competent jurisdiction or other Governmental
Entity shall have issued an order, decree or ruling or taken any other action
(which order, decree or ruling the parties hereto shall use their best efforts
to lift), in each case permanently restraining, enjoining or otherwise
prohibiting the Merger or any of the other transactions contemplated by this
Agreement, and such order, decree, ruling or other action shall have become
final and nonappealable;

(ii) if the Closing shall not have occurred by 5:00 p.m., Dallas,
Texas time on March 31, 1998; provided, however, that the right to terminate
this Agreement under this clause (ii) shall not be available to any party whose
breach of this Agreement has been the cause of, or resulted in, the failure of
the Closing to occur on or before such date; or

(i) if there shall have been any material breach of any
representation or warranty or any material breach of any covenant or agreement
set forth in this Agreement on the part of any other party to this Agreement,
which breach shall not have been cured within 20 days following receipt by the
breaching party of written notice of such breach; or

(ii) if any other party to this Agreement other than Merger Sub
shall fail to perform any of their respective obligations set forth in Article
IV; or

(d) by Texas TCC:

(ii) if any other party to this Agreement shall fail to perform
any of their respective obligations set forth in Article IV.

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<PAGE>

The right of any party hereto to terminate this Agreement pursuant to this
Section 7.1 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of any party hereto, any person
controlling any such party, or any of their respective officers, directors,
employees, accountants, consultants, legal counsel, agents or other
representatives, whether prior to or after the execution of this Agreement.
Notwithstanding anything in the foregoing to the contrary, no party that is
in material breach of this Agreement shall be entitled to terminate this
Agreement except with the consent of the other parties hereto who have the
right to terminate this Agreement.

Section 7.2 EFFECT OF TERMINATION. In the event of a termination of
this Agreement as provided above, there shall be no liability on the part of any
of the parties hereto (or any of their respective directors or officers), except
for liability arising out of a breach of this Agreement.

ARTICLE VIII

MISCELLANEOUS AND GENERAL

Section 8.1 PAYMENT OF EXPENSES. Whether or not the Merger shall be
consummated, each party hereto shall pay its own expenses incident to preparing
for, entering into and carrying out this Agreement and the consummation of the
Merger.

Section 8.2 AMENDMENT AND MODIFICATION. This Agreement may not be
amended except by an instrument in writing signed by the parties hereto;
provided, however, that any of the provisions of this Agreement other than those
contained in Articles III or IV may be amended by an instrument in writing
signed by both Delaware TCC and Texas TCC, and such amendment shall be binding
on the other parties hereto.

Section 8.3 WAIVER OF COMPLIANCE. Any failure by any party to this
Agreement to comply with any obligation, covenant, agreement, or condition
contained herein may be waived only if set forth in an instrument in writing
signed by the party or parties to be bound thereby, but such waiver or failure
to insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
other failure.

Section 8.4 SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
applicable law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated herein is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.

Section 8.5 NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or mailed
by registered or certified mail (return

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<PAGE>

receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):

(a) If to Delaware TCC, to

c/o Crow Family Partnership, L.P.
3200 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: Susan T. Groenteman

with a copy to:

Mr. Irwin Sentilles
Gibson, Dunn & Crutcher LLP
1717 Main Street
Dallas, Texas 75201

(b) If to the Texas TCC, to

Trammell Crow Company
3400 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: Chief Executive Officer

with a copy to:

Mr. Derek R. McClain
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2975

Section 8.6 INTERPRETATION. All references in this Agreement to
Exhibits, Schedules, Articles, Sections, subsections and other subdivisions
refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections
and other subdivisions of this Agreement unless expressly provided otherwise.
Titles appearing at the beginning of any Articles, Sections, subsections or
other subdivisions of this Agreement are for convenience only, do not constitute
any part of such Articles, Sections, subsections or other subdivisions, and
shall be disregarded in construing the language contained therein. The words
"THIS AGREEMENT," "HEREIN," "HEREBY," "HEREUNDER," and "HEREOF," and words of
similar import, refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The words "THIS SECTION" and "THIS
SUBSECTION" and words of similar import, refer only to the Sections or
subsections hereof in which such words occur. The word "OR" is not exclusive,
and the word "INCLUDING" (in its various forms) means "INCLUDING WITHOUT
LIMITATION." Pronouns in masculine, feminine, or neuter genders shall be
construed to state and

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<PAGE>

include any other gender and words, terms and titles (including terms defined
herein) in the singular form shall be construed to include the plural and
vice versa, unless the context otherwise expressly requires. Unless the
context otherwise requires, all defined terms contained herein shall include
the singular and plural and the conjunctive and disjunctive forms of such
defined terms. The table of contents and headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.

Section 8.7 ENTIRE AGREEMENT. This Agreement (which term shall be
deemed to include the exhibits and schedules hereto and the other certificates,
documents and instruments delivered hereunder) constitutes the entire agreement
of the parties hereto and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof. There are no representations or warranties, agreements or covenants
other than those expressly set forth in this Agreement.

Section 8.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE
EXTENT THE DGCL IS REQUIRED TO GOVERN THE MERGER, IN WHICH CASE THE DGCL SHALL
GOVERN.

Section 8.9 FURTHER ACTIONS. Subject to the terms and conditions of
this Agreement, each of the parties hereto will use its commercially reasonable
efforts to take, or cause to be taken all action and to do, or cause to be done,
all things necessary, proper or advisable under Applicable Laws to consummate
and make effective the transactions contemplated by this Agreement. If at any
time after the Closing Date any further action is necessary to carry out the
purposes of this Agreement, the parties to this Agreement and their duly
authorized representatives shall take all such actions.

Section 8.10 SPECIFIC PERFORMANCE. The parties acknowledge and agree
that the breach of the provisions of this Agreement by Delaware TCC or Merger
Sub on the one hand, or Texas TCC or any of the Shareholders on the other hand,
could not be adequately compensated with monetary damages and would irreparably
damage the other party or parties hereto, and, accordingly, that injunctive
relief and specific performance shall be appropriate remedies to enforce the
provisions of this Agreement and each of the parties hereto hereby waive any
claim or defense that there is an adequate remedy at law for such breach;
provided, however, that nothing herein shall limit the remedies, legal or
equitable, otherwise available and all remedies herein are in addition to any
remedies available at law or otherwise.

Section 8.11 SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Regardless of any investigation at any time made by or on behalf of any party in
respect thereof, each of the representations and warranties made hereunder or
pursuant hereto or in connection with the transactions contemplated hereby shall
terminate on the Closing Date. Following the date of termination of a
representation or warranty, no claim can be brought with respect to a breach of
such representation or warranty, but no such termination shall affect any claim
for a breach of a representation or warranty that was asserted before the date
of termination. To the extent that such are performable after the Closing, each
of the covenants and agreements contained in this Agreement shall surviving the
Closing indefinitely.

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[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto or by their duly authorized officers on the date first
hereinabove written.

TRAMMELL CROW COMPANY,
a Texas close corporation

By: /s/ RICHARD H. COE
-------------------------------------
Name: Richard H. Coe
-----------------------------------
Title: Executive Vice President
----------------------------------

TRAMMEL CROW COMPANY,
a Delaware corporation

By: /s/ WILLIAM P. LEISER
-------------------------------------
Name: William P. Leiser
-----------------------------------
Title: Vice President
----------------------------------

TCC MERGER SUB, INC.,
a Delaware corporation

By: /s/ WILLIAM P. LEISER
-------------------------------------
Name: William P. Leiser
-----------------------------------
Title: Vice President
----------------------------------

S-1

<PAGE>

CROW FAMILY PARTNERSHIP, L.P.,
By: Crow Family, Inc., its general partner

By: /s/ ANTHONY W. DONA
-------------------------------------
Name: Anthony W. Dona
-----------------------------------
Title: Executive Vice President
----------------------------------

/s/ J. McDONALD WILLIAMS
-----------------------------------------
J. McDonald Williams

S-2

<PAGE>

CERTIFICATE OF INCORPORATION

TRAMMELL CROW COMPANY

FIRST: The name of the corporation is Trammell Crow Company.

SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in
New Castle County, Delaware. The name of its registered agent at such
address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the Delaware General Corporation
Law.

FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is ONE HUNDRED THIRTY MILLION
(130,000,000), of which (A) one hundred million (100,000,000) shares shall be
designated as Common Stock, par value $.01 per share (the "Common Stock"),
and (B) thirty million (30,000,000) shares shall be designated as Preferred
Stock, par value $0.01 per share, (the "Preferred Stock").

The following is a statement of the designations, preferences,
limitations and relative rights, including voting rights, in respect of the
classes of stock of the Corporation and of the authority with respect thereto
expressly vested in the Board of Directors of the Corporation:

A. COMMON STOCK

1. Each share of Common Stock of the Corporation shall have identical
rights and privileges in every respect. The holders of shares of Common Stock
shall be entitled to vote upon all matters submitted to a vote of the
stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

2. Subject to the prior rights and preferences, if any, applicable to
outstanding shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock or otherwise) as may be declared thereon by the Board
of Directors at any time and from time to time out of any funds of the
Corporation legally available therefor.

3. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, after distribution in full of
the preferential amounts, if any, to be distributed to the holders of
outstanding shares of the Preferred Stock or any series thereof, the holders
of shares

<PAGE>

of the Common Stock shall be entitled to receive all of the remaining assets
of the Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of the Common Stock held by them. A
liquidation, dissolution or winding-up of the Corporation, as such terms are
used in this subparagraph (3), shall not be deemed to be occasioned by or to
include any merger of the Corporation with or into one or more corporations
or other entities, any acquisition or exchange of the outstanding shares of
one or more classes or series of the Corporation or any sale, lease, exchange
or other disposition of all or a part of the assets of the Corporation.

B. PREFERRED STOCK

1. Shares of the Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each series to have such voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions, as shall be stated and expressed herein or in a resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors of the Corporation (or a duly authorized committee thereof). Each
such series of Preferred Stock shall be designated so as to distinguish the
shares thereof from the shares of all other series and classes. The Board of
Directors of the Corporation (or a duly authorized committee thereof) is
hereby expressly authorized, subject to the limitations provided by law, to
establish and designate series of the Preferred Stock, to fix the number of
shares constituting each series and to fix the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of the
shares of each series and the variations of the relative rights and
preferences as between series, and to increase and to decrease the number of
shares constituting each series, provided that the Board of Directors (or a
duly authorized committee thereof) may not decrease the number of shares
within a series to less than the number of shares within such series that are
then issued. The relative powers, preferences, rights and qualifications,
limitations or restrictions may vary between and among series of Preferred
Stock in any and all respects so long as all shares of the same series are
identical in all respects, except that shares of any such series issued at
different times may have different dates from which dividends thereon
cumulate. The authority of the Board of Directors of the Corporation (or a
duly authorized committee thereof) with respect to each series shall include,
but shall not be limited to, the authority to determine the following:

(a) The designation of such class or series;

(b) The number of shares initially constituting such class or series;

(c) The rate or rates and the times at which dividends on the
shares of such class or series shall be paid, the periods in respect of which
dividends are payable, the conditions upon such dividends, the relationship
and preferences, if any, of such dividends to dividends payable on any other
class or series of shares, whether or not such dividends shall be cumulative,
partially cumulative or noncumulative, if such dividends shall be cumulative
or partially cumulative, the date or dates from and after which, and the
amounts in which, they

<PAGE>

shall accumulate, whether such dividends shall be share dividends, cash or
other dividends or any combination thereof, and if such dividends shall
include share dividends, whether such share dividends shall be payable in
shares of the same or any other class or series of shares of the Corporation
(whether now or hereafter authorized), or any combination thereof and the
other terms and conditions, if any, applicable to dividends on shares of such
series;

(d) Whether or not the shares of such series shall be redeemable or
subject to repurchase at the option of the Corporation or the holder thereof
or upon the happening of a specified event, if such shares shall be
redeemable, the terms and conditions of such redemption, including but not
limited to the date or dates upon or after which such shares shall be
redeemable, the amount per share which shall be payable upon such redemption,
which amount may vary under different conditions and at different redemption
dates and whether such amount shall be payable in cash, property or rights,
including securities of the Corporation or another corporation;

(e) The rights of the holders of shares of such series (which may
vary depending upon the circumstances or nature of such liquidation,
dissolution or winding up) in the event of the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and the
relationship or preference, if any, of such rights to rights of holders of
stock of any other class or series. A liquidation, dissolution or winding up
of the Corporation, as such terms are used in this subparagraph (e), shall
not be deemed to be occasioned by or to include any merger of the Corporation
with or into one or more corporations or other entities, any acquisition or
exchange of the outstanding shares of one or more classes or series of the
Corporation or any sale, lease, exchange or other disposition of all or a
part of the assets of the Corporation;

(f) Whether or not the shares of such series shall have voting
powers and, if such shares shall have such voting powers, the terms and
conditions thereof, including, but not limited to, the right of the holders
of such shares to vote as a separate class either alone or with the holders
of shares of one or more other classes or series of stock and the right to
have more (or less) than one vote per share;

(g) Whether or not a sinking fund shall be provided for the
redemption of the shares of such series and, if such a sinking fund shall be
provided, the terms and conditions thereof;

(h) Whether or not a purchase fund shall be provided for the shares
of such series and, if such a purchase fund shall be provided, the terms and
conditions thereof;

(i) Whether or not the shares of such series, at the option of
either the Corporation or the holder or upon the happening of a specified
event, shall be convertible

<PAGE>

into stock of any other class or series and, if such shares shall be so
convertible, the terms and conditions of conversion, including, but not
limited to, any provision for the adjustment of the conversion rate or the
conversion price;

(j) Whether or not the shares of such series, at the option of
either the Corporation or the holder or upon the happening of a specified
event, shall be exchangeable for securities, indebtedness or property of the
Corporation and, if such shares shall be so exchangeable, the terms and
conditions of exchange, including, but not limited to, any provision for the
adjustment of the exchange rate or the exchange price; and

(k) Any other preferences, limitations and relative rights as shall
not be inconsistent with the provisions of this Article Fourth or the
limitations provided by law.

2. Except as otherwise provided herein, as required by law or in any
resolution of the Board of Directors (or a duly authorized committee thereof)
creating any series of Preferred Stock, the holders of shares of Preferred
Stock and all series thereof who are entitled to vote shall vote together
with the holders of shares of Common Stock, and not separately by class.

FIFTH: The name of the incorporator is M. Kevin Bryant and his mailing
address is 3200 Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201.

SIXTH: The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. The Board of Directors may
exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.

A. NUMBER OF DIRECTORS

The number of directors of the Corporation (exclusive of directors to be
elected by the holders of one or more series of the Preferred Stock of the
Corporation which may be outstanding, voting separately as a series or class)
shall be fixed from time to time by action of not less than a majority of the
members of the Board of Directors then in office, though less than a quorum,
but in no event shall be less than three nor more than thirteen. The number
of directors constituting the initial board of directors is three, and the
name of each person who is to serve as director until the first annual
meeting of stockholders or until his successor is elected and qualified is
George L. Lippe, Harlan R. Crow, and J. McDonald Williams. The mailing
address of each of such persons is 3400 Trammell Crow Center, 2001 Ross
Avenue, Dallas, Texas 75201.

B. CLASSES

Subject to the rights, if any, of any series of Preferred Stock then
outstanding, the directors shall be divided into three classes, designated
Class I, Class II and Class III. The initial Class I

<PAGE>

director is George L. Lippe, the initial Class II director is Harlan R. Crow,
and the initial Class III director is J. McDonald Williams. The number of
directors in each class shall be the whole number contained in the quotient
arrived at by dividing the authorized number of directors by three, and if a
fraction is also contained in such quotient then if such fraction is
one-third (1/3) the extra director shall be a member of Class III and if the
fraction is two-thirds (2/3) one of the extra directors shall be a member of
Class III and the other shall be a member of Class II. Directors shall serve
for staggered terms of three years each, except that initially the Class I
directors will serve until the Corporation's 1998 annual meeting of
stockholders, the Class II directors will serve until the Corporation's 1999
annual meeting and the Class III directors will serve until the Corporation's
2000 annual meeting. At each annual meeting of stockholders following the
first annual meeting of stockholders, directors shall be elected to succeed
those directors whose terms expire for a term of office to expire at the
third succeeding annual meeting of stockholders after their election. All
directors shall hold office until the annual meeting of stockholders for the
year in which their term expires and until their successors are duly elected
and qualified, or until their earlier death, resignation, disqualification or
removal.

C. VACANCIES

Subject to the rights, if any, of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, disqualification or removal
may be filled only by a majority vote of the directors then in office, though
less than a quorum, or by a sole remaining director; and any directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires and until such director's successor shall have been duly
elected and qualified.

D. REMOVAL

Any director or the entire Board of Directors may be removed only for
cause and only by the vote of the holders of a majority of the securities of
the Corporation then entitled to vote at an election of directors.

SEVENTH: Nominations of persons for election to the Board of Directors
may be made at an annual meeting of stockholders or special meeting of
stockholders called by the Board of Directors for the purpose of electing
directors (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election of directors
at such meeting who complies with the notice of procedures set forth in this
Article Seventh. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days
nor more than ninety (90) days prior to the scheduled date of the
shareholders' meeting, regardless of any postponement, deferral or
adjournment of that meeting to

<PAGE>

a later date; PROVIDED, HOWEVER, that if less than seventy (70) days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so delivered or
mailed and received not later than the close of business on the 10th day
following the earlier of (i) the day on which such notice of the date of the
meeting was mailed or (ii) the day on which such public disclosure was made.

A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection
as a director (a) the name, age, business address and residence address of
such person, (b) the principal occupation or employment of such person, (c)
the class and number of shares of the Corporation which are beneficially
owned by such person on the date of such stockholder's notice, and (d) any
other information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, or any successor statute thereto (the "Exchange Act") (including,
without limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to
the stockholder giving notice (a) the name and address, as such information
appears on the corporation's books, of such stockholder and any other
stockholders known by such stockholder to be supporting such nominee(s), (b)
the class and number of shares of the Corporation which are beneficially
owned by such stockholder and each other stockholder known by such
stockholder to be supporting such nominee(s) on the date of such stockholder
notice, and (c) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; and (iii) a description of all arrangements or
understandings between the stockholder and each nominee and other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder.

Subject to the rights, if any, of the holders of any series of Preferred
Stock then outstanding, no person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the
procedures set forth in this Article Seventh. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by this
Article Seventh, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

EIGHTH: At the annual meeting of stockholders, only such business shall
be conducted, and only such proposals shall be acted upon, as shall have been
properly brought before the annual meeting of stockholders (i) by or at the
direction of the Board of Directors or (ii) by a stockholder of the
Corporation who complies with the procedures set forth in this Article
Eighth. For business or a proposal to be properly brought before an annual
meeting of stockholders by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than sixty (60)
days nor more than ninety (90) days prior to the scheduled date of the annual
meeting, regardless of any postponement, deferral or

<PAGE>

adjournment of that meeting to a later date; PROVIDED, HOWEVER, that if less
than seventy (70) days' notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to
be timely must be so delivered or mailed and received not later than the
close of business on the 10th day following the earlier of (i) the day on
which such notice of the date of the meeting was mailed or (ii) the day on
which such public disclosure was made.

A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before an annual meeting of stockholders
(i) a description, in 500 words or less, of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as such
information appears on the corporation's books, of the stockholder proposing
such business and any other stockholder known by such stockholder to be
supporting such proposal, (iii) the class and number of shares of the
Corporation that are beneficially owned by such stockholder and each other
stockholder known by such stockholder to be supporting such proposal on the
date of such stockholder's notice, (iv) a description, in 500 words or less,
of any interest of the stockholder in such proposal, and (v) a representation
that the stockholder is a holder of record of stock of the Corporation and
intends to appear in person or by proxy at the meeting to present the
proposal specified in the notice.

The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the procedures prescribed by this Article Eighth,
and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing, nothing in this Article Eighth
shall be interpreted or construed to require the inclusion of information
about any such proposal in any proxy statement distributed by, at the
direction of, or on behalf of, the Board of Directors.

NINTH: Subject to the rights of the holders of any series of Preferred
Stock, special meetings of the stockholders, unless otherwise prescribed by
statute, may be called at any time only by the Chairman of the Board of
Directors or a majority of the members of the Board of Directors.

TENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit. In addition to the circumstances in which a
director of the Corporation is not personally liable as set forth in the
preceding sentence, a director of the Corporation shall not be liable to the
fullest extent permitted by any amendment to the Delaware General Corporation
Law hereafter enacted that further limits the liability of a director.

ELEVENTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or

<PAGE>

was a director or officer of the Corporation or (ii) while a director or
officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
Corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent permitted under the
Delaware General Corporation Law, as the same exists or may hereafter be
amended. Such right shall be a contract right and as such shall inure to the
benefit of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article Thirteenth is in
effect. Any repeal or amendment of this Article Thirteenth shall be
prospective only and shall not limit the rights of any such director or
officer or the obligations of the Corporation with respect to any claim
arising from or related to the services of such director or officer in any of
the foregoing capacities prior to any such repeal or amendment to this
Article Thirteenth. Such right shall include the right to be paid by the
Corporation expenses (including without limitation attorneys' fees) actually
and reasonably incurred by him in defending any such proceeding in advance of
its final disposition to the maximum extent permitted under the Delaware
General Corporation Law, as the same exists or may hereafter be amended. If
a claim for indemnification or advancement of expenses hereunder is not paid
in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim,
and if successful in whole or in part, the claimant shall also be entitled to
be paid the expenses of prosecuting such claim. It shall be a defense to any
such action that such indemnification or advancement of costs of defense is
not permitted under the Delaware General Corporation Law, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to have made its determination
prior to the commencement of such action that indemnification of, or
advancement of costs of defense to, the claimant is permissible in the
circumstances nor any actual determination by the Corporation (including its
Board of Directors or any committee thereof, independent legal counsel, or
stockholders) that such indemnification or advancement is not permissible
shall be a defense to the action or create a presumption that such
indemnification or advance is not permissible. In the event of the death of
any person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his or her heirs, executors,
administrators, and personal representatives. The rights conferred above
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, bylaw, resolution of stockholders or
directors, agreement, or otherwise.

The Corporation may also indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.

As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal

<PAGE>

in such an action, suit, or proceeding, any inquiry or investigation that
could lead to such an action, suit, or proceeding.

TWELFTH: The Corporation reserves the right to amend, add, alter,
change, repeal or adopt any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

THIRTEENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to adopt, alter or
repeal the bylaws of the Corporation.

I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring that this is my act and deed
and that the facts herein stated are true, and accordingly have hereunto set
my hand this 21st day of August, 1997.

/s/ M. KEVIN BRYANT
---------------------------------------
M. Kevin Bryant

<PAGE>

BYLAWS

TRAMMELL CROW COMPANY

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation required by the General Corporation Law of the State of Delaware
to be maintained in the State of Delaware, shall be the registered office
named in the original Certificate of Incorporation of the Corporation (as the
same may be amended and restated from time to time, the "Certificate of
Incorporation"), or such other office as may be designated from time to time
by the Board of Directors in the manner provided by law. Should the
Corporation maintain a principal office within the State of Delaware, such
registered office need not be identical to such principal office of the
Corporation.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the
Corporation may require.

ARTICLE II

STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders shall
be held at the principal office of the Corporation, or at such other place
within or without the State of Delaware as shall be specified or fixed in the
notices or waivers of notice thereof.

SECTION 2. QUORUM; ADJOURNMENT OF MEETINGS. Unless otherwise
required by law or provided in the Certificate of Incorporation or these
bylaws, the holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of stockholders for the transaction of
business and the act of a majority of such stock so represented at any
meeting of stockholders at which a quorum is present shall constitute the act
of the meeting of stockholders. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.

Notwithstanding the other provisions of the Certificate of Incorporation
or these bylaws, the chairman of the meeting or the holders of a majority of
the issued and outstanding stock present in person or represented by proxy at
any meeting of stockholders, whether or not a quorum is present, shall have
the power to adjourn such meeting from time to time without any notice other
than

<PAGE>

announcement at the meeting of the time and place of the holding of the
adjourned meeting; PROVIDED, HOWEVER, if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at such meeting. At any such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally called.

SECTION 3. ANNUAL MEETINGS. An annual meeting of the stockholders,
for the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, within or without the State of Delaware, on such
date, and at such time as the Board of Directors shall fix and set forth in
the notice of the meeting, which date shall be within thirteen (13) months
subsequent to the later of the date of incorporation or the last annual
meeting of stockholders.

SECTION 4. SPECIAL MEETINGS. Unless otherwise provided in the
Certificate of Incorporation or prescribed by statute, special meetings of
the stockholders for any purpose or purposes may be called at any time only
by the Chairman of the Board or by a majority of the members of the Board of
Directors.

SECTION 5. RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors of the Corporation
may fix, in advance, a date as the record date for any such determination of
stockholders, which date shall not be more than sixty (60) days nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.

If the Board of Directors does not fix a record date for any meeting of
the stockholders, the record date for determining stockholders entitled to
notice of or to vote at such meeting shall be at the close of business on the
day next preceding the day on which notice is given, or, if in accordance
with Article VIII, Section 3 of these bylaws, notice is waived, at the close
of business on the day next preceding the day on which the meeting is held.
If, in accordance with Section 12 of this Article II, corporate action
without a meeting of stockholders is to be taken, the record date for
determining stockholders entitled to express consent to such corporate action
in writing, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed. The record
date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto.

A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

<PAGE>

SECTION 6. NOTICE OF MEETINGS. Written notice of the place, date and
hour of all meetings and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given by or at the
direction of the Chairman of the Board (if any) or the President, the
Secretary or the other person(s) calling the meeting to each stockholder
entitled to vote thereat not less than ten (10) nor more than sixty (60) days
before the date of the meeting. Such notice may be delivered either
personally or by mail. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation.

SECTION 7. STOCK LIST. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the
number of shares registered in the name of such stockholder, shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held. The stock list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is present.

SECTION 8. PROXIES. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to a corporate action in
writing without a meeting may authorize another person or persons to act for
him by proxy. Proxies for use at any meeting of stockholders shall be filed
with the Secretary or such other officer as the Board of Directors may from
time to time determine by resolution before or at the time of the meeting.
All proxies shall be received and taken charge of and all ballots shall be
received and canvassed by the secretary of the meeting who shall decide all
questions touching upon the qualification of voters, the validity of the
proxies, and the acceptance or rejection of votes, unless an inspector or
inspectors shall have been appointed by the chairman of the meeting, in which
event such inspector or inspectors shall decide all such questions.

No proxy shall be valid after three (3) years from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.

Should a proxy designate two or more persons to act as proxies, unless
such instrument shall provide the contrary, a majority of such persons
present at any meeting at which their powers thereunder are to be exercised
shall have and may exercise all the powers of voting or giving consents
thereby conferred, or if only one be present, then such powers may be
exercised by that one; or, if an even number attend and a majority do not
agree on any particular issue, each proxy so attending shall be entitled to
exercise such powers in respect of the same portion of the shares as he is of
the proxies representing such shares.

SECTION 9. VOTING; ELECTIONS; INSPECTORS. Unless otherwise required
by law or provided in the Certificate of Incorporation, each stockholder
shall have one vote for each share of stock

<PAGE>

entitled to vote which is registered in his name on the record date for the
meeting. Shares registered in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the bylaws (or
comparable instrument) of such corporation may prescribe, or in the absence
of such provision, as the Board of Directors (or comparable body) of such
corporation may determine. Shares registered in the name of a deceased
person may be voted by his executor or administrator, either in person or by
proxy.

All voting, except as required by the Certificate of Incorporation or
where otherwise required by law, may be by a voice vote; provided, however,
that upon demand therefor by stockholders holding a majority of the issued
and outstanding stock present in person or by proxy at any meeting a vote by
written ballot shall be taken. Every stock vote shall be taken by written
ballots, each of which shall state the name of the stockholder or proxy
voting and such other information as may be required under the procedure
established for the meeting. All elections of directors shall be by ballot,
unless otherwise provided in the Certificate of Incorporation.

At any meeting at which a vote is taken by ballots, the chairman of the
meeting may appoint one or more inspectors, each of whom shall subscribe an
oath or affirmation to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of his ability.
Such inspector shall receive the ballots, count the votes and make and sign a
certificate of the result thereof. The chairman of the meeting may appoint
any person to serve as inspector, except no candidate for the office of
director shall be appointed as an inspector.

Unless otherwise provided in the Certificate of Incorporation, cumulative
voting for the election of directors shall be prohibited.

SECTION 10. CONDUCT OF MEETINGS. The meetings of the stockholders
shall be presided over by the Chairman of the Board (if any), or if he is not
present, by the President, or if neither the Chairman of the Board (if any)
nor President is present, by a chairman elected at the meeting. The
Secretary of the Corporation, if present, shall act as secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act; if
neither the Secretary nor an Assistant Secretary is present, then a secretary
shall be appointed by the chairman of the meeting. The chairman of any
meeting of stockholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting
and the conduct of discussion as seem to him in order. Unless the chairman
of the meeting of stockholders shall otherwise determine, the order of
business shall be as follows:

(a) Calling of meeting to order.
(b) Election of a chairman and the appointment of a secretary if
necessary.
(c) Presentation of proof of the due calling of the meeting.
(d) Presentation and examination of proxies and determination of a quorum.
(e) Reading and settlement of the minutes of the previous meeting.
(f) Reports of officers and committees.
(g) The election of directors if an annual meeting or a meeting called for
that purpose.

<PAGE>

(h) Unfinished business.
(i) New business.
(j) Adjournment.

SECTION 11. TREASURY STOCK. The Corporation shall not vote, directly
or indirectly, shares of its own stock owned by it and such shares shall not
be counted for quorum purposes.

SECTION 12. ACTION WITHOUT MEETING. Unless otherwise provided in the
Certificate of Incorporation, any action permitted or required by law, the
Certificate of Incorporation or these bylaws to be taken at a meeting of
stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than a unanimous written consent shall be given by the
Secretary to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. POWER; NUMBER; TERM OF OFFICE. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, and subject to the restrictions imposed by law or the Certificate
of Incorporation, they may exercise all the powers of the Corporation.

Unless otherwise provided in the Certificate of Incorporation, the number
of directors that shall constitute the entire Board of Directors shall be
determined from time to time by resolution of the Board of Directors
(provided that no decrease in the number of directors that would have the
effect of shortening the term of an incumbent director may be made by the
Board of Directors). If the Board of Directors makes no such determination,
the number of directors shall be the number set forth in the Certificate of
Incorporation as the number of directors constituting the initial Board of
Directors. Each director shall hold office for the term for which he is
elected and thereafter until his successor shall have been elected and
qualified, or until his earlier death, resignation or removal.

Unless otherwise provided in the Certificate of Incorporation, directors
need not be stockholders nor residents of the State of Delaware.

SECTION 2. QUORUM. Unless otherwise provided in the Certificate of
Incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business of the Board of Directors and the vote
of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

<PAGE>

SECTION 3. PLACE OF MEETINGS; ORDER OF BUSINESS. The directors may
hold their meetings and may have an office and keep the books of the
Corporation, except as otherwise provided by law, in such place or places,
within or without the State of Delaware, as the Board of Directors may from
time to time determine by resolution. At all meetings of the Board of
Directors business shall be transacted in such order as shall from time to
time be determined by the Chairman of the Board (if any), or in his absence
by the President, or by resolution of the Board of Directors.

SECTION 4. FIRST MEETING. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as
the annual meeting of the stockholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at
which a quorum shall be present, held next after the annual meeting of
stockholders, the Board of Directors shall proceed to the election of the
officers of the Corporation.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times and places as shall be designated from
time to time by resolution of the Board of Directors. Notice of such regular
meetings shall not be required.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board (if any), the President
or, on the written request of any two directors, by the Secretary, in each
case on at least twenty-four (24) hours personal, written, telegraphic, cable
or wireless notice to each director. Such notice, or any waiver thereof
pursuant to Article VIII, Section 3 hereof, need not state the purpose or
purposes of such meeting, except as may otherwise be required by law or
provided for in the Certificate of Incorporation or these bylaws.

SECTION 7. REMOVAL. Any director or the entire Board of Directors
may only be removed for cause by the holders of a majority of the shares then
entitled to vote at an election of directors.

SECTION 8. VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS. Unless
otherwise provided in the Certificate of Incorporation, vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office,
although less than a quorum, or a sole remaining director; and any director
so chosen shall hold office until the next annual election and until his
successor shall be duly elected and shall qualify, unless sooner displaced.

If the directors of the Corporation are divided into classes, any
directors elected to fill vacancies or newly created directorships shall hold
office until the next election of the class for which such directors shall
have been chosen, and until their successors shall be duly elected and shall
qualify.

SECTION 9. COMPENSATION. Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority
to fix the compensation of directors.

<PAGE>

SECTION 10. ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE MEETING.
Unless otherwise restricted by the Certificate of Incorporation, any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee designated by the Board of Directors may be taken without a
meeting if all members of the Board of Directors or committee, as the case
may be, consent thereto in writing and the writing or writings are filed with
the minutes of proceedings of the Board of Directors or committee. Such
consent shall have the same force and effect as a unanimous vote at a meeting
and may be stated as such in any document or instrument filed with the
Secretary of State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation, subject
to the requirement for notice of meetings, members of the Board of Directors,
or members of any committee designated by the Board of Directors, may
participate in a meeting of such Board of Directors or committee, as the case
may be, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

SECTION 11. APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS BY
STOCKHOLDERS. The Board of Directors in its discretion may submit any act or
contract for approval or ratification at any annual meeting of the
stockholders or at any special meeting of the stockholders called for the
purpose of considering any such act or contract and any act or contract that
shall be approved or be ratified by the vote of the stockholders holding a
majority of the issued and outstanding shares of stock of the Corporation
entitled to vote and present in person or by proxy at such meeting (provided
that a quorum is present), shall be as valid and as binding upon the
Corporation and upon all the stockholders as if it has been approved or
ratified by every stockholder of the Corporation. In addition, any such act
or contract may be approved or ratified by the written consent of
stockholders holding a majority of the issued and outstanding shares of
capital stock of the Corporation entitled to vote and such consent shall be
as valid and as binding upon the Corporation and upon all the stockholders as
if it had been approved or ratified by every stockholder of the Corporation.

ARTICLE IV

COMMITTEES

SECTION 1. DESIGNATION; POWERS. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, including, if they shall so determine, an executive committee,
each such committee to consist of one or more of the directors of the
Corporation. Any such designated committee shall have and may exercise such
of the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation as may be provided in such
resolution, except that no such committee shall have the power or authority
of the Board of Directors in reference to amending the Certificate of

<PAGE>

Incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all
of the Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution of the
Corporation, or amending, altering or repealing the bylaws or adopting new
bylaws for the Corporation and, unless such resolution or the Certificate of
Incorporation expressly so provides, no such committee shall have the power
or authority to declare a dividend or to authorize the issuance of stock.
Any such designated committee may authorize the seal of the Corporation to be
affixed to all papers which may require it. In addition to the above, such
committee or committees shall have such other powers and limitations of
authority as may be determined from time to time by resolution adopted by the
Board of Directors.

SECTION 2. PROCEDURE; MEETINGS; QUORUM. Any committee designated
pursuant to Section 1 of this Article shall choose its own chairman, shall
keep regular minutes of its proceedings and report the same to the Board of
Directors when requested, shall fix its own rules or procedures, and shall
meet at such times and at such place or places as may be provided by such
rules, or by resolution of such committee or resolution of the Board of
Directors. At every meeting of any such committee, the presence of a
majority of all the members thereof shall constitute a quorum and the
affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution.

SECTION 3. SUBSTITUTION OF MEMBERS. The Board of Directors may
designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of such
committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member.

SECTION 4. REGULAR MEETINGS. Regular meetings of any committee may
be held at such time and place as may be designated from time to time by the
committee and communicated to all members thereof.

SECTION 5. SPECIAL MEETINGS. Special meetings of any committee may
be held whenever called only by the chairman of the committee or a majority
of the members of the committee. The committee member or members calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least two days before such special meeting. Neither the business
to be transacted at, nor the purpose of, any special meeting of any committee
need be specified in the notice or waiver of notice of any special meeting.

SECTION 6. MINUTES. Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the Board of
Directors upon the request of the Board of Directors. The minutes of the
proceedings of each committee shall be delivered to the Secretary of the
Corporation for placement in the minute books of the Corporation.

<PAGE>

SECTION 7. COMPENSATION. Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority
to fix the compensation of the committee members.

ARTICLE V

OFFICERS

SECTION 1. NUMBER; TITLES; TERM OF OFFICE. The officers of the
Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents (any one or more of whom may be designated Executive Vice
President or Senior Vice President), a Treasurer, a Secretary and, if the
Board of Directors so elects, such other officers as the Board of Directors
may from time to time elect or appoint. Each officer shall hold office until
his successor shall be duly elected and shall qualify until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. Any number of offices may be held by the same person, unless the
Certificate of Incorporation provides otherwise. Except for the Chairman of
the Board, if any, no officer need be a director.

SECTION 2. SALARIES. The salaries or other compensation of the
officers and agents of the Corporation shall be fixed from time to time by
the Board of Directors.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed, either with or without cause, by the vote
of a majority of the whole Board of Directors at a special meeting called for
that purpose, or at any regular meeting of the Board of Directors, provided
the notice for such meeting shall specify that the matter of any such
proposed removal will be considered at the meeting, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

SECTION 4. VACANCIES. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors.

SECTION 5. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The
Chairman of the Board shall preside at all meetings of the stockholders and
of the Board of Directors; and he shall have such other powers and duties as
designated in these bylaws and as from time to time may be assigned to him by
the Board of Directors.

SECTION 6. POWERS AND DUTIES OF THE PRESIDENT. The President shall
be the chief executive officer of the Corporation unless the Board of
Directors designates the Chairman of the Board as chief executive officer.
Subject to the control of the Board of Directors and the executive committee
(if any), the chief executive officer shall have general executive charge,
management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; may agree upon and execute all leases, contracts, evidences
of indebtedness and other obligations in the name of the Corporation and may
sign all certificates for

<PAGE>

shares of capital stock of the Corporation; and, unless the Board of
Directors otherwise determines, he shall, in the absence of the Chairman of
the Board or if there be no Chairman of the Board, preside at all meetings of
the stockholders and (should he be a director) of the Board of Directors; and
shall have such other powers and duties as designated in accordance with
these bylaws and as from time to time may be assigned to him by the Board of
Directors.

SECTION 7. VICE PRESIDENTS. In the absence of the President, or in
the event of his inability or refusal to act, a Vice President designated by
the Board of Directors shall perform the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions
upon the President. In the absence of a designation by the Board of
Directors of a Vice President to perform the duties of the President, or in
the event of his absence or inability or refusal to act, the Vice President
who is present and who is senior in terms of time as a Vice President of the
Corporation shall so act. The Vice Presidents shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

SECTION 8. TREASURER. The Treasurer shall have responsibility for
the custody and control of all the funds and securities of the Corporation
and he shall have such other powers and duties as designated in these bylaws
and as from time to time may be assigned to him by the Board of Directors.
He shall perform all acts incident to the position of Treasurer, subject to
the control of the chief executive officer and the Board of Directors; and he
shall, if required by the Board of Directors, give such bond for the faithful
discharge of his duties in such form as the Board of Directors may require.

SECTION 9. ASSISTANT TREASURERS. Each Assistant Treasurer shall have
the usual powers and duties pertaining to his office, together with such
other powers and duties as designated in these bylaws and as from time to
time may be assigned to him by the chief executive officer or the Board of
Directors. The Assistant Treasurers shall exercise the powers of the
Treasurer during that officer's absence or inability or refusal to act.

SECTION 10. SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors, committees of directors and the
stockholders, in books provided for that purpose; he shall attend to the
giving and serving of all notices; he may in the name of the Corporation
affix the seal of the Corporation to all contracts of the Corporation and
attest the affixation of the seal of the Corporation thereto; he may sign
with the other appointed officers all certificates for shares of capital
stock of the Corporation; he shall have charge of the certificate books,
transfer books and stock ledgers, and such other books and papers as the
Board of Directors may direct, all of which shall at all reasonable times be
open to inspection of any director upon application at the office of the
Corporation during business hours; he shall have such other powers and duties
as designated in these bylaws and as from time to time may be assigned to him
by the Board of Directors; and he shall in general perform all acts incident
to the office of Secretary, subject to the control of the chief executive
officer and the Board of Directors.

<PAGE>

SECTION 11. ASSISTANT SECRETARIES. Each Assistant Secretary shall
have the usual powers and duties pertaining to his office, together with such
other powers and duties as designated in these bylaws and as from time to
time may be assigned to him by the chief executive officer or the Board of
Directors. The Assistant Secretaries shall exercise the powers of the
Secretary during that officer's absence or inability or refusal to act.

SECTION 12. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the chief executive
officer shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of security holders of or
with respect to any action of security holders of any other corporation in
which this Corporation may hold securities and otherwise to exercise any and
all rights and powers which this Corporation may possess by reason of its
ownership of securities in such other corporation.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS

SECTION 1. RIGHT TO INDEMNIFICATION. The Corporation shall indemnify
any person who was, is, or is threatened to be made a party to a proceeding
(as hereinafter defined) by reason of the fact that he or she (i) is or was a
director or officer of the Corporation or (ii) while a director or officer of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic Corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit
plan, or other enterprise, to the fullest extent permitted under the Delaware
General Corporation Law, as the same exists or may hereafter be amended.
Such right shall be a contract right and as such shall inure to the benefit
of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article VI is in effect.
Any repeal or amendment of this Article VI shall be prospective only and
shall not limit the rights of any such director or officer or the obligations
of the Corporation with respect to any claim arising from or related to the
services of such director or officer in any of the foregoing capacities prior
to any such repeal or amendment to this Article VI. Such right shall include
the right to be paid by the Corporation expenses (including, without
limitation, attorneys' fees) actually and reasonably incurred by him in
defending any such proceeding in advance of its final disposition to the
maximum extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended. If a claim for indemnification or
advancement of expenses hereunder is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall also be entitled to be paid the expenses
of prosecuting such claim. It shall be a defense to any such action that
such indemnification or advancement of costs of defense is not permitted
under the Delaware General Corporation Law, but the burden of proving such
defense

<PAGE>

shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors or any committee thereof, independent legal
counsel, or stockholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs
of defense to, the claimant is permissible in the circumstances nor any
actual determination by the Corporation (including its Board of Directors or
any committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advance is not
permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
bylaw, resolution of stockholders or directors, agreement, or otherwise.

As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, any inquiry or investigation that could lead to such an
action, suit , or proceeding.

SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation, individually or as a group, with the
same scope and effect as the indemnification of directors and officers
provided for in this Article.

SECTION 3. RIGHT OF CLAIMANT TO BRING SUIT. If a written claim
received by the Corporation from or on behalf of an indemnified party under
this Article VI is not paid in full by the Corporation within ninety (90)
days after such receipt, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled also to be
paid the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

<PAGE>

SECTION 4. NONEXCLUSIVITY OF RIGHTS. The right to indemnification
and the advancement and payment of expenses conferred in this Article VI
shall not be exclusive of any other right which any person may have or
hereafter acquire under any law (common or statutory), provision of the
Certificate of Incorporation of the Corporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

SECTION 5. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any person who is or was serving as a
director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

SECTION 6. SAVINGS CLAUSE. If this Article VI or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify and hold harmless each
director and officer of the Corporation, as to costs, charges and expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent permitted by any
applicable portion of this Article VI that shall not have been invalidated
and to the fullest extent permitted by applicable law.

SECTION 7. DEFINITIONS. For purposes of this Article, reference to
the "Corporation" shall include, in addition to the Corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger prior to (or, in the case of an entity
specifically designated in a resolution of the Board of Directors, after) the
adoption hereof and which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence
had continued.

ARTICLE VII

CAPITAL STOCK

SECTION 1. CERTIFICATES OF STOCK. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Certificate of Incorporation, as shall be
approved by the Board of Directors. The Chairman of the Board (if any),
President or a Vice President shall cause to be issued to each stockholder
one or more certificates, under the seal of the Corporation or a facsimile
thereof if the Board of Directors shall have provided

<PAGE>

for such seal, and signed by the Chairman of the Board (if any), President or
a Vice President and the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer certifying the number of shares (and, if the stock
of the Corporation shall be divided into classes or series, the class and
series of such shares) owned by such stockholder in the Corporation;
provided, however, that any or all of the signatures on the certificate may
be facsimile. The stock record books and the blank stock certificate books
shall be kept by the Secretary or at the office of such transfer agent or
transfer agents as the Board of Directors may from time to time by resolution
determine. In case any officer, transfer agent or registrar who shall have
signed or whose facsimile signature or signatures shall have been placed upon
any such certificate or certificates shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued by the
Corporation, such certificate may nevertheless be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue. The stock certificates shall be
consecutively numbered and shall be entered in the books of the Corporation
as they are issued and shall exhibit the holder's name and number of shares.

SECTION 2. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only on the books of the Corporation by the
holders thereof in person or by their duly authorized attorneys or legal
representatives upon surrender and cancellation of certificates for a like
number of shares. Upon surrender to the Corporation or a transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

SECTION 3. OWNERSHIP OF SHARES. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital stock of the
Corporation as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
the State of Delaware.

SECTION 4. REGULATIONS REGARDING CERTIFICATES. The Board of
Directors shall have the power and authority to make all such rules and
regulations as they may deem expedient concerning the issue, transfer and
registration or the replacement of certificates for shares of capital stock
of the Corporation.

SECTION 5. LOST OR DESTROYED CERTIFICATES. The Board of Directors
may determine the conditions upon which a new certificate of stock may be
issued in place of a certificate which is alleged to have been lost, stolen
or destroyed; and may, in their discretion, require the owner of such
certificate or his legal representative to give bond, with sufficient surety,
to indemnify the Corporation and each transfer agent and registrar against
any and all losses or claims which may arise by reason of the issue of a new
certificate in the place of the one so lost, stolen or destroyed.

<PAGE>

ARTICLE VIII

MISCELLANEOUS PROVISIONS

SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be
such as established from time to time by the Board of Directors.

SECTION 2. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the Corporation. The Secretary shall
have charge of the seal (if any). If and when so directed by the Board of
Directors or a committee thereof, duplicates of the seal may be kept and used
by the Treasurer or by the Assistant Secretary or Assistant Treasurer.

SECTION 3. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required to be given by law, the Certificate of Incorporation or under the
provisions of these bylaws, said notice shall be deemed to be sufficient if
given (i) by telegraphic, cable or wireless transmission or (ii) by deposit
of the same in a post office box in a sealed prepaid wrapper addressed to the
person entitled thereto at his post office address, as it appears on the
records of the Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing, as the case may be.

Whenever notice is required to be given by law, the Certificate of
Incorporation or under any of the provisions of these bylaws, a written
waiver thereof signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice unless so
required by the Certificate of Incorporation or the bylaws.

SECTION 4. RESIGNATIONS. Any director, member of a committee or
officer may resign at any time. Such resignation shall be made in writing
and shall take effect at the time specified therein, or if no time be
specified, at the time of its receipt by the chief executive officer or
Secretary. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.

SECTION 5. FACSIMILE SIGNATURES. In addition to the provisions for
the use of facsimile signatures elsewhere specifically authorized in these
bylaws, facsimile signatures of any officer or officers of the Corporation
may be used whenever and as authorized by the Board of Directors.

SECTION 6. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director
and each member of any committee designated by the Board of Directors shall,
in the performance of his duties, be fully protected in relying in good faith
upon the books of account or reports made to the Corporation by any of its
officers, or by an independent certified public accountant, or by an
appraiser selected

<PAGE>

with reasonable care by the Board of Directors or by any such committee, or
in relying in good faith upon other records of the Corporation.

ARTICLE IX

AMENDMENTS

If provided in the Certificate of Incorporation of the Corporation, the
Board of Directors shall have the power to adopt, amend and repeal from time
to time bylaws of the Corporation, subject to the right of the stockholders
entitled to vote with respect thereto to amend or repeal such bylaws as
adopted or amended by the Board of Directors.

The undersigned, the Secretary of the Corporation, hereby certifies that
the foregoing bylaws were adopted by the directors of the Corporation as of
August 21, 1997.

/s/ WILLIAM P. LEISER
---------------------------------------
William P. Leiser, Secretary

<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

TRAMMELL CROW COMPANY

CREDIT AGREEMENT

DATED AS OF AUGUST 18, 1997

AMONG

TRAMMELL CROW COMPANY
AS BORROWER,

THE LENDERS LISTED HEREIN,
AS LENDERS,

BANKERS TRUST COMPANY,
AS AGENT

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

TRAMMELL CROW COMPANY

CREDIT AGREEMENT

TABLE OF CONTENTS

PAGE
----

SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . 1
1.2 Accounting Terms; Utilization of GAAP for Purposes of
Calculations Under Agreement . . . . . . . . . . . . . . . . . . 21
1.3 Other Definitional Provisions. . . . . . . . . . . . . . . . . . 21

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS . . . . . . . . . . . 21
2.1 Commitments; Making of Loans; the Register; Optional Notes . . . 21
2.2 Interest on the Loans. . . . . . . . . . . . . . . . . . . . . . 24
2.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.4 Scheduled Payments, Prepayments and Reductions . . . . . . . . . 28
2.5 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 30
2.6 Special Provisions Governing Eurodollar Rate Loans . . . . . . . 30
2.7 Increased Costs; Taxes; Capital Adequacy . . . . . . . . . . . . 32
2.8 Obligation of Lenders to Mitigate. . . . . . . . . . . . . . . . 36
2.9 Security for the Loans . . . . . . . . . . . . . . . . . . . . . 37

SECTION 3. CONDITIONS TO LOANS. . . . . . . . . . . . . . . . . . . . . . . 38
3.1 Conditions to Loans. . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . 42
4.1 Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.2 Authorization of Borrowing, etc. . . . . . . . . . . . . . . . . 43
4.3 Financial Condition. . . . . . . . . . . . . . . . . . . . . . . 44
4.4 No Material Adverse Change; No Restricted Junior Payments. . . . 45
4.5 Title to Properties; Liens . . . . . . . . . . . . . . . . . . . 45
4.6 Litigation; Adverse Facts. . . . . . . . . . . . . . . . . . . . 45
4.7 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . 45
4.8 Performance of Agreements; Materially Adverse Agreements . . . . 46
4.9 Governmental Regulation. . . . . . . . . . . . . . . . . . . . . 46
4.10 Securities Activities. . . . . . . . . . . . . . . . . . . . . . 46
4.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . 46
4.12 Certain Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 47
4.13 Environmental Protection . . . . . . . . . . . . . . . . . . . . 47
4.14 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . 48
4.15 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

(i)
<PAGE>

PAGE
----

4.16 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.17 Security Interests . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 5. COMPANY'S AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . 49
5.1 Financial Statements and Other Reports . . . . . . . . . . . . . 49
5.2 Corporate Existence, etc.. . . . . . . . . . . . . . . . . . . . 53
5.3 Payment of Taxes and Claims; Tax Consolidation . . . . . . . . . 53
5.4 Maintenance of Properties; Insurance . . . . . . . . . . . . . . 54
5.5 Inspection; Lender Meeting . . . . . . . . . . . . . . . . . . . 54
5.6 Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . 54
5.7 Environmental Disclosure and Inspection. . . . . . . . . . . . . 55
5.8 Company's Remedial Action Regarding Hazardous Materials. . . . . 56
5.9 Collateral Documents; Further Assurances . . . . . . . . . . . . 56
5.10 New Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 6. COMPANY'S NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . 57
6.1 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 57
6.2 Liens and Related Matters. . . . . . . . . . . . . . . . . . . . 58
6.3 Investments; Joint Ventures. . . . . . . . . . . . . . . . . . . 59
6.4 Contingent Obligations . . . . . . . . . . . . . . . . . . . . . 59
6.5 Restricted Junior Payments . . . . . . . . . . . . . . . . . . . 60
6.6 Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . 60
6.7 Restriction on Fundamental Changes; Asset Sales and Acquisitions 61
6.8 Consolidated Capital Expenditures. . . . . . . . . . . . . . . . 62
6.9 Sales and Lease-Backs. . . . . . . . . . . . . . . . . . . . . . 62
6.10 Sale or Discount of Receivables. . . . . . . . . . . . . . . . . 62
6.11 Transactions with Shareholders and Affiliates. . . . . . . . . . 62
6.12 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 7. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . 63
7.1 Failure to Make Payments When Due. . . . . . . . . . . . . . . . 63
7.2 Default in Other Agreements. . . . . . . . . . . . . . . . . . . 63
7.3 Breach of Certain Covenants. . . . . . . . . . . . . . . . . . . 63
7.4 Breach of Warranty . . . . . . . . . . . . . . . . . . . . . . . 63
7.5 Other Defaults Under Loan Documents. . . . . . . . . . . . . . . 64
7.6 Involuntary Bankruptcy; Appointment of Receiver, etc.. . . . . . 64
7.7 Voluntary Bankruptcy; Appointment of Receiver, etc.. . . . . . . 64
7.8 Judgments and Attachments. . . . . . . . . . . . . . . . . . . . 65
7.9 Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . 65
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . 65
7.11 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . 65
7.12 Invalidity of Guaranty . . . . . . . . . . . . . . . . . . . . . 65

(ii)
<PAGE>

PAGE
----

7.13 Failure of Security. . . . . . . . . . . . . . . . . . . . . . . 65

SECTION 8. AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.1 Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.2 Powers; General Immunity . . . . . . . . . . . . . . . . . . . . 67
8.3 Representations and Warranties; No Responsibility For Appraisal
of Creditworthiness. . . . . . . . . . . . . . . . . . . . . . . 68
8.4 Right to Indemnity . . . . . . . . . . . . . . . . . . . . . . . 69
8.5 Successor Agent. . . . . . . . . . . . . . . . . . . . . . . . . 69
8.6 Collateral Documents . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 9. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.1 Assignments and Participations in Loans. . . . . . . . . . . . . 70
9.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.3 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.4 Ratable Sharing. . . . . . . . . . . . . . . . . . . . . . . . . 73
9.5 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . 74
9.6 Independence of Covenants. . . . . . . . . . . . . . . . . . . . 74
9.7 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
9.8 Survival of Representations, Warranties and Agreements . . . . . 75
9.9 Failure or Indulgence Not Waiver; Remedies Cumulative. . . . . . 75
9.10 Marshalling; Payments Set Aside. . . . . . . . . . . . . . . . . 75
9.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.12 Obligations Several; Independent Nature of Lenders' Rights . . . 76
9.13 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.14 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.15 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 76
9.16 Consent to Jurisdiction and Service of Process . . . . . . . . . 77
9.17 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . 77
9.18 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 78
9.19 Counterparts; Effectiveness. . . . . . . . . . . . . . . . . . . 78

Signature pages S-1

(iii)
<PAGE>

EXHIBITS

I. FORM OF NOTICE OF BORROWING
II. FORM OF NOTICE OF CONVERSION/CONTINUATION
III. FORM OF NOTE
IV. FORM OF COMPLIANCE CERTIFICATE
V. FORM OF OPINION OF VINSON & ELIKINS L.L.P.
VI. FORM OF OPINION OF O'MELVENY & MYERS LLP
VII. FORM OF ASSIGNMENT AGREEMENT
VIII. FORM OF CERTIFICATE RE NON-BANK STATUS
IX. FORM OF PLEDGE AGREEMENT - COMPANY
X. FORM OF PLEDGE AGREEMENT - SUBSIDIARIES
XI. FORM OF SUBSIDIARY GUARANTY
XII. FORM OF NOTE PURCHASE AGREEMENT

SCHEDULES

1.1 EXISTING PLEDGED NOTES
2.1 LENDERS' COMMITMENTS AND PRO RATA SHARES
4.1D SUBSIDIARIES OF COMPANY
4.1E SIGNIFICANT SUBSIDIARIES
4.6 LITIGATION
4.11 CERTAIN EMPLOYEE BENEFIT PLANS
4.13 ENVIRONMENTAL MATTERS
6.1 CERTAIN EXISTING INDEBTEDNESS
6.2 CERTAIN EXISTING LIENS
6.3 CERTAIN EXISTING INVESTMENTS
6.4 CERTAIN EXISTING CONTINGENT OBLIGATIONS
6.11 CERTAIN AFFILIATE TRANSACTIONS

(iv)
<PAGE>

TRAMMELL CROW COMPANY

CREDIT AGREEMENT

This CREDIT AGREEMENT is dated as of August 18, 1997 and
entered into by and among TRAMMELL CROW COMPANY, a Texas corporation
("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually referred to herein as a "LENDER" and collectively as
"LENDERS"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for Lenders (in
such capacity, "AGENT").

R E C I T A L S

WHEREAS, Company desires that Lenders extend certain credit
facilities to Company in an aggregate principal amount of $35,000,000 which
will be used (i) to finance the acquisition of Doppelt & Company, (ii) to
refinance up to $6,975,000 of extensions of credit outstanding under the
Existing Credit Agreement (as defined below), and (iii) for Permitted
Acquisitions (as defined below);

WHEREAS, Company and its Significant Subsidiaries (as defined
below) desire to secure all the Obligations by granting to Agent, for the
benefit of Agent and Lenders, a first priority pledge of certain of the
capital stock of Company and all of the capital stock, partnership interests
and limited liability company interests of Company in its Significant
Subsidiaries, and of such Significant Subsidiaries in other Significant
Subsidiaries (other than the partnership interests in the the Texas
Partnerships, as defined below); and

WHEREAS, all the Significant Subsidiaries of Company desire to
guaranty all of the Obligations of Company;

NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Company, Lenders and
Agent agree as follows:

SECTION 1. DEFINITIONS

1.1 CERTAIN DEFINED TERMS.

The following terms used in this Agreement shall have the
following meanings:

"ADJUSTED EURODOLLAR RATE" means, for any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by DIVIDING (i) the offered quotation
(rounded upward to the nearest 1/16 of one percent) to first class banks in
the interbank Eurodollar market by Bankers for U.S. dollar deposits of
amounts

<PAGE>

in same day funds comparable to the principal amount of the Eurodollar Rate
Loan of Bankers for which the Adjusted Eurodollar Rate is then being
determined with maturities comparable to such Interest Period as of
approximately 10:00 a.m. (New York time) on such Interest Rate Determination
Date BY (ii) a percentage equal to 100% MINUS the stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable on such Interest Rate
Determination Date to any member bank of the Federal Reserve System in
respect of "Eurocurrency liabilities" as defined in Regulation D (or any
successor category of liabilities under Regulation D).

"AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

"AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled
by" and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

"AGENT" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Agent appointed pursuant to subsection 8.5.

"AGREEMENT" means this Credit Agreement dated as of August 18,
1997, as it may be amended, supplemented or otherwise modified from time to
time in accordance with subsection 9.5.

"APPLICABLE BASE RATE MARGIN" means, as at any date of
determination, a percentage per annum determined by the Level in effect on
such date as shown below:

LEVEL APPLICABLE BASE RATE MARGIN
----- ---------------------------
Level I 0.750%
Level II 0.500%
Level III 0.250%
Level IV 0.000%
Level V 0.000%

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<PAGE>

"APPLICABLE EURODOLLAR RATE MARGIN" means, as at any date of
determination, a percentage per annum determined by the Level in effect on
such date as shown below:

LEVEL APPLICABLE EURODOLLAR RATE MARGIN
----- ---------------------------------
Level I 1.750%
Level II 1.500%
Level III 1.250%
Level IV 1.000%
Level V 0.625%

"ASSET SALE" means the sale by Company or any of its Subsidiaries
to any Person other than Company or any of its wholly-owned Subsidiaries of
(i) any of the stock, partnership interests or limited liability company
interests, as the case may be, of any of Company's Subsidiaries, (ii)
substantially all of the assets of any division or line of business of
Company or any of its Subsidiaries, or (iii) any other assets (whether
tangible or intangible) of Company or any of its Subsidiaries outside of the
ordinary course of business EXCLUDING (y) any such other assets to the extent
that the aggregate value of such assets sold in any single transaction or
related series of transactions is equal to $1,000,000 or less and (z) any
Development Properties.

"ASSIGNMENT AGREEMENT" means an Assignment Agreement in
substantially the form of EXHIBIT VII annexed hereto.

"BANKERS" has the meaning assigned to that term in the
introduction to this Agreement.

"BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor
statute.

"BASE RATE" means, at any time, the higher of (x) the Prime
Rate or (y) the rate which is 1/2 of 1% in excess of the Federal Funds
Effective Rate.

"BASE RATE LOANS" means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

"BUSINESS DAY" means any day excluding Saturday, Sunday and
any day which is a legal holiday under the laws of the State of New York or
is a day on which banking institutions located in such state are authorized
or required by law or other governmental action to close.

3
<PAGE>

"CALIBER PROGRAM" means the lease procurement program between
Company and Caliber Logistics, Inc., by which Company will lease certain
facilities for the benefit of Caliber Logistics, Inc. and provide certain
additional real estate services.

"CAPITAL LEASE", as applied to any Person, means any lease of
any property (whether real, personal or mixed) by that Person as lessee that,
in conformity with GAAP, is accounted for as a capital lease on the balance
sheet of that Person.

"CASH" means money, currency or a credit balance in a Deposit
Account.

"CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed
as to interest and principal by the United States Government or (b) issued by
any agency of the United States the obligations of which are backed by the
full faith and credit of the United States, in each case maturing within one
year after such date; (ii) marketable direct obligations issued by any state
of the United States of America or any political subdivision of any such
state or any public instrumentality thereof, in each case maturing within one
year after such date and having, at the time of the acquisition thereof, the
highest rating obtainable from either Standard & Poor's Corporation ("S&P")
or Moody's Investors Service, Inc. ("MOODY'S"); (iii) commercial paper
maturing no more than one year from the date of creation thereof and having,
at the time of the acquisition thereof, a rating of at least A-1 from S&P or
at least P-1 from Moody's; (iv) certificates of deposit or bankers'
acceptances maturing within one year after such date and issued or accepted
by any Lender or by any commercial bank organized under the laws of the
United States of America or any state thereof or the District of Columbia
that (a) is at least "adequately capitalized" (as defined in the regulations
of its primary Federal banking regulator) and (b) has Tier 1 capital (as
defined in such regulations) of not less than $100,000,000; and (v) shares of
any money market mutual fund that (a) has at least 95% of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii)
above, (b) has net assets of not less than $500,000,000, and (c) has the
highest rating obtainable from either S&P or Moody's.

"CASH PROCEEDS" means, with respect to any Asset Sale, Cash
payments (including any Cash received by way of deferred payment pursuant to,
or monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Sale.

"CERTIFICATE RE NON-BANK STATUS" means a certificate
substantially in the form of EXHIBIT VIII annexed hereto delivered by a
Lender to Agent pursuant to subsection 2.7B(iii).

"CHANGE OF CONTROL" means any of (a) prior to a bona fide
underwritten initial public offering of Company Common Stock, the failure at
any time of Crow Family Partnership L.P. and J. McDonald Williams,
(collectively, the "PERMITTED HOLDERS") to own and control at least 40% of
the issued and outstanding shares of capital stock of Company entitled
(without regard to the occurrence of any contingency) to vote for the
election of members of the Board of Directors of Company ("COMPANY VOTING
STOCK"), or (b) after a

4
<PAGE>

bona fide underwritten initial public offering of Company Common Stock, the
acquisition, in one or more transactions, of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) by (i) any person or entity
(other than any Permitted Holder) or (ii) any group of persons or entities
(excluding any Permitted Holders) who constitute a group (within the meaning
of Section 13(d)(3) of the Exchange Act), in either case, of any Company
Voting Stock such that, as a result of such acquisition, such person, entity
or group beneficially owns (within the meaning of Rule 13d-3 under the
Exchange Act), directly or indirectly, 30% or more of Company Voting Stock
then outstanding (but only to the extent that such beneficial ownership is
not shared with any Permitted Holder who has the power to direct the vote
thereof); PROVIDED, HOWEVER, that no such Change of Control shall be deemed
to have occurred if (A) the Permitted Holders beneficially own, in the
aggregate, at such time, a greater percentage of Company Voting Stock than
such other person, entity or group or (B) at the time of such acquisition,
the Permitted Holders (or any of them) possess the ability (by contract or
otherwise) to elect, or cause the election, of a majority of the members of
Company's Board of Directors.

"CLOSING DATE" means the date on or before August 20, 1997, on
which the conditions set forth in subsection 3.1 are satisfied and the Loans
are made.

"COLLATERAL" means (i) all of the capital stock, partnership
interests or limited liability company interests, as the case may be, held by
Company in its Significant Subsidiaries, (ii) any or all intercompany
Indebtedness of Company's Subsidiaries owing to Company, (iii) all of the
capital stock, partnership interests or limited liability company interests,
as the case may be, held by Significant Subsidiaries in other Significant
Subsidiaries (other than the partnership interests in the Texas Partnerships)
and (iv) the Indebtedness of the Pledging Shareholders under the Existing
Pledged Notes, and all interests of Company under the Investor Pledge
Agreements, including the pledge of the capital stock in Company of the
Pledging Shareholders thereunder, in each case subject to a Lien pursuant to
the Collateral Documents.

"COLLATERAL DOCUMENTS" means all pledge agreements,
assignments, financing and continuation statements and all other instruments
or documents delivered by Company, or any Significant Subsidiary of Company
pursuant to this Agreement (including but not limited to the Pledge
Agreements) in order to grant to Agent on behalf of Lenders, Liens on the
capital stock or other evidence of beneficial ownership of Company, and its
Significant Subsidiaries (other than the partnership interests in the Texas
Partnerships), and on the Indebtedness of Pledging Shareholders to Company
under the Existing Pledged Notes and intercompany Indebtedness of Company's
Subsidiaries owing to Company, and all amendments, modifications and
supplements thereto.

"COMMITMENTS" means the commitments of Lenders to make Loans
as set forth in subsection 2.1A.

5
<PAGE>

"COMPANY" has the meaning assigned to that term in the
introduction to this Agreement.

"COMPANY COMMON STOCK" means the common stock of Company,
$0.01 par value per share.

"COMPANY SHAREHOLDERS AGREEMENT" means the Fourth Amended and
Restated Shareholders Agreement, dated as of August 26, 1996, by and among
Company, the Pledging Shareholders, the Permitted Holders and such
shareholders' respective spouses.

"COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of EXHIBIT IV annexed hereto delivered to Agent and Lenders by
Company pursuant to subsection 5.1(iv).

"CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
sum of (i) the aggregate of all expenditures (whether paid in Cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Company and
its Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of
cash flows of Company and its Subsidiaries PLUS (ii) to the extent not
covered by clause (i) of this definition, the aggregate of all expenditures
by Company and its Subsidiaries during that period to acquire (by purchase or
otherwise) the business, property or fixed assets of any Person, or that
portion of the purchase price of the stock or other evidence of beneficial
ownership of any Person attributable to long-term assets that, as a result of
such acquisition, becomes a Subsidiary of Company; PROVIDED THAT
"Consolidated Capital Expenditures" shall not include Permitted Development
Expenditures.

"CONSOLIDATED ADJUSTED EBITDA" means, for any period, the sum
of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on income,
(iv) total depreciation expense, (v) total amortization expense, and (vi)
other non-cash items reducing Consolidated Net Income LESS other non-cash
items increasing Consolidated Net Income, all of the foregoing as determined
on a consolidated basis for Company and its Subsidiaries in conformity with
GAAP; PROVIDED, HOWEVER, that "Consolidated Adjusted EBITDA" shall not
include earnings generated from the ownership and sale of Development
Properties and shall not be reduced by expenses incurred by Company with
respect to Company's profit sharing plan.

"CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Company and its
Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of Company and its Subsidiaries, including, without limitation,
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers'

6
<PAGE>

acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in subsection 2.3 payable to
Agent on or before the Closing Date.

"CONSOLIDATED NET INCOME" means, for any period, the net
income (or loss) of Company and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period determined in conformity with
GAAP; PROVIDED that there shall be excluded (i) the income (or loss) of any
Person (other than a Subsidiary of Company) in which any other Person (other
than Company or any of its Subsidiaries) has a joint interest, except to the
extent of the amount of dividends or other distributions actually paid to
Company or any of its Subsidiaries by such Person during such period, (ii)
the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of Company or is merged into or consolidated with Company or any
of its Subsidiaries or that Person's assets are acquired by Company or any of
its Subsidiaries, (iii) the income of any Subsidiary of Company to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute (other than statutes restricting the making of dividends or
distributions on stock generally), rule or governmental regulation applicable
to that Subsidiary, (iv) any after-tax gains or losses attributable to Asset
Sales or returned surplus assets of any Pension Plan, (v) any costs and
expenses incurred in connection with the execution and delivery of this
Agreement and the closing of the transactions contemplated hereby, and (vi)
(to the extent not included in clauses (i) through (v) above) any net
extraordinary gains or net non-cash extraordinary losses. "Consolidated Net
Income" shall not be reduced by royalty payments made to Crow Family
Partnership, L.P. or Mr. Trammell Crow, or any of their respective assigns
and shall not include earnings generated from the sale of, or income from,
Development Properties.

"CONSOLIDATED NET WORTH" means, as at any date of
determination, the sum of total assets of Company and its Subsidiaries on a
consolidated basis plus deferred compensation balances less total liabilities
of Company and Subsidiaries on a consolidated basis determined in accordance
with GAAP.

"CONSOLIDATED TOTAL DEBT" means, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
of Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.

"CONTINGENT OBLIGATION", as applied to any Person, means any
direct or indirect liability, contingent or otherwise, of that Person (i)
with respect to any Indebtedness, lease, dividend or other obligation of
another if the primary purpose or intent thereof by the Person incurring the
Contingent Obligation is to provide assurance to the obligee of such
obligation of another that such obligation of another will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected (in whole or in part)
against loss in respect thereof, (ii) with respect to any letter of credit
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings, or (iii) under Interest Rate Agreements
and Currency Agreements.

7
<PAGE>

Contingent Obligations shall include, without limitation, (a) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in
the ordinary course of business), co-making, discounting with recourse or
sale with recourse by such Person of the obligation of another, (b) the
obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (X) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment
or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (Y) to maintain the
solvency or any balance sheet item, level of income or financial condition of
another if, in the case of any agreement described under subclauses (X) or
(Y) of this sentence, the primary purpose or intent thereof is as described
in the preceding sentence. The amount of any Contingent Obligation shall be
equal to the amount of the obligation so guaranteed or otherwise supported
or, if less, the amount to which such Contingent Obligation is specifically
limited.

"CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument
to which that Person is a party or by which it or any of its properties is
bound or to which it or any of its properties is subject.

"CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement designed to protect Company or any of
its Subsidiaries against fluctuations in currency values.

"DELAYED-DRAW LOANS" means a portion of the Loans, in an
aggregate amount not to exceed $5,000,000, that may be borrowed by Company on
a one-time basis on a single Funding Date at any time during the period
commencing on the Closing Date and ending on the 90th day thereafter, for the
sole purpose of making Permitted Acquisitions.

"DEPOSIT ACCOUNT" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

"DEVELOPMENT PROPERTIES" means real property acquired by
Company or its Subsidiaries for development and subsequent sale.

"DOLLARS" and the sign "$" mean the lawful money of the United
States of America.

"DOPPELT" means Doppelt & Company, an Ohio corporation.

"DOPPELT ACQUISITION" means the acquisition by Company through
its subsidiary Trammell Crow Retail Services, Inc., of all the assets of
Doppelt.

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<PAGE>

"DOPPELT ACQUISITION AGREEMENT" means that certain Asset
Acquisition Agreement between Company and Doppelt, dated as of July 31, 1997.

"ELIGIBLE ASSIGNEE" means (A) (i) a commercial bank organized
under the laws of the United States or any state thereof; (ii) a savings and
loan association or savings bank organized under the laws of the United
States or any state thereof; (iii) a commercial bank organized under the laws
of any other country or a political subdivision thereof; PROVIDED that (x)
such bank is acting through a branch or agency located in the United States
or (y) such bank is organized under the laws of a country that is a member of
the Organization for Economic Cooperation and Development or a political
subdivision of such country; and (iv) any other entity which is an
"accredited investor" (as defined in Regulation D under the Securities Act)
which extends credit or buys loans as one of its businesses including, but
not limited to, insurance companies, mutual funds and lease financing
companies; PROVIDED that no Affiliate of Company shall be an Eligible
Assignee.

"EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
defined in Section 3(3) of ERISA, other than plans that are exempt from ERISA
by reason of the regulations promulgated thereunder and Multiemployer Plans,
which is, or was at any time, maintained or contributed to by Company or any
of its ERISA Affiliates.

"ENVIRONMENTAL CLAIM" means any notice of violation, claim,
demand, abatement order or other order or direction by any governmental
authority or any Person for any damage, including, without limitation,
personal injury (including sickness, disease or death), tangible or
intangible property damage, contribution, indemnity, indirect or
consequential damages, damage to the environment, nuisance, pollution,
contamination or other adverse effects on the environment, or for fines,
penalties or restrictions, in each case relating to, resulting from or in
connection with Hazardous Materials and relating to Company, any of its
Subsidiaries, any of their respective Affiliates or any Facility.

"ENVIRONMENTAL LAWS" means all federal, state or local
statutes, ordinances, orders, rules, regulations, plans or decrees and the
like relating to (i) environmental matters, including, without limitation,
those relating to fines, injunctions, penalties, damages, contribution, cost
recovery compensation, losses or injuries resulting from the Release or
threatened Release of Hazardous Materials, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational
safety and health, industrial hygiene, land use or the protection of human,
plant or animal health or welfare, in any manner applicable to Company or any
of its Subsidiaries or any of their respective properties.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute.

"ERISA AFFILIATE", as applied to any Person, means (i) any
corporation which is a member of a controlled group of corporations within
the meaning of Section 414(b) of the Internal Revenue Code of which that
Person is a member; (ii) any trade or business (whether

9
<PAGE>

or not incorporated) which is a member of a group of trades or businesses
under common control within the meaning of Section 414(c) of the Internal
Revenue Code of which that Person is a member; and (iii) any member of an
affiliated service group within the meaning of Section 414(m) or (o) of the
Internal Revenue Code of which that Person, any corporation described in
clause (i) above or any trade or business described in clause (ii) above is a
member.

"ERISA EVENT" means (i) a "reportable event" within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for
30-day notice to the PBGC has been waived by regulation); (ii) the failure to
meet the minimum funding standard in a material amount of Section 412 of the
Internal Revenue Code with respect to any Pension Plan (whether or not waived
in accordance with Section 412(d) of the Internal Revenue Code) or the
failure to make by its due date a required installment in a material amount
under Section 412(m) of the Internal Revenue Code with respect to any Pension
Plan or the failure to make any required contribution in a material amount to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to
terminate such plan in a distress termination described in Section 4041(c) of
ERISA; (iv) the withdrawal by Company or any of its ERISA Affiliates from any
Pension Plan with two or more contributing sponsors or the termination of any
such Pension Plan resulting in a material amount of liability pursuant to
Sections 4063 or 4064 of ERISA; (v) the institution by the PBGC of
proceedings to terminate any Pension Plan, or the occurrence of any event or
condition which constitutes grounds under ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan; (vi) the
imposition of a material amount of liability on Company or any of its ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal by Company or
any of its ERISA Affiliates in a complete or partial withdrawal (within the
meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
such withdrawal would result in a material amount of liability to Company or
an ERISA Affiliate, or the receipt by Company or any of its ERISA Affiliates
of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on
Company or any of its ERISA Affiliates of a material amount of fines,
penalties, taxes or related charges under Chapter 43 of the Internal Revenue
Code or under Section 409 or 502(c), (i) or (l) or 4071 of ERISA in respect
of any Employee Benefit Plan; (ix) the assertion of a claim (other than
routine claims for benefits) that could result in a material amount of
liability against any Employee Benefit Plan other than a Multiemployer Plan
or the assets thereof, or against Company or any of its ERISA Affiliates in
connection with any such Employee Benefit Plan; (x) receipt from the Internal
Revenue Service of notice of the failure of any Pension Plan (or any other
Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal
Revenue Code, or the failure of any trust forming part of any Pension Plan to
qualify for exemption from taxation under Section 501(a) of the Internal
Revenue Code; or

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<PAGE>

(xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

"EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Adjusted Eurodollar Rate as provided in
subsection 2.2A.

"EVENT OF DEFAULT" means each of the events set forth in
Section 7.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

"EXISTING CREDIT AGREEMENT" means that certain Credit
Agreement dated as of August 26, 1996, between Company and First Tennessee
Bank National Association, as it may have been amended or otherwise modified
through the date of this Agreement.

"EXISTING PLEDGED NOTES" means those certain notes listed on
SCHEDULE 1.1 annexed hereto, issued by Pledging Shareholders to Company,
which Company shall assign to Agent on behalf of Lenders pursuant to the
Pledge Agreement to be executed and delivered by Company on or prior to the
Closing Date, substantially in the form of Exhibit IX.

"FACILITIES" means any and all real property (including,
without limitation, all buildings, fixtures or other improvements located
thereon) now, hereafter or heretofore owned, leased or operated by Company or
any of its Subsidiaries.

"FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
fluctuating interest rate equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by Agent from three
Federal funds brokers of recognized standing selected by Agent.

"FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

"FISCAL YEAR" means the fiscal year of Company and its
Subsidiaries ending on December 31 of each calendar year. For purposes of
this Agreement, any particular Fiscal Year shall be designated by reference
to the calendar year in which such Fiscal Year ends.

"FUNDING AND PAYMENT OFFICE" means the office of Agent located
at 1 Bankers Trust Plaza, 130 Liberty Street, New York, New York 10006.

"FUNDING DATE" means the date of the funding of a Loan.

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"GAAP" means, subject to the limitations on the application
thereof set forth in subsection 1.2, generally accepted accounting principles
set forth in opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment
of the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

"GOVERNMENTAL AUTHORIZATION" means any permit, license,
authorization, plan, directive, consent order or consent decree of or from
any federal, state or local governmental authority, agency or court.

"GUARANTORS" means all existing and future Significant
Subsidiaries of Company.

"GUARANTY" or "GUARANTIES" means the Guaranties executed and
delivered by Company's Significant Subsidiaries on or prior to the Closing
Date, each substantially in the form of EXHIBIT XI annexed hereto, as each
such Guaranty may hereafter be amended, supplemented or otherwise modified
from time to time.

"HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", "restricted hazardous waste", "infectious waste", "toxic substances"
or any other formulations intended to define, list or classify substances by
reason of deleterious properties under any applicable Environmental Laws or
publications promulgated pursuant thereto; (ii) any oil, petroleum, petroleum
fraction or petroleum derived substance; (iii) any drilling fluids, produced
waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; and (iv) any
other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any governmental authority or which may or could pose
a hazard to the health and safety of the owners, occupants or any Persons in
the vicinity of the Facilities.

"INDEBTEDNESS", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money, (ii) that portion of
obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP, (iii) notes payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money, (iv) any obligation owed for all or any part
of the deferred purchase price of property or services (excluding obligations
for further payments for businesses acquired based solely upon future
earnings or cash flow and any such obligations incurred under ERISA), which
purchase price is (a) due more than six months from the date of incurrence of
the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, and (v) all indebtedness secured by any Lien on any
property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall

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have been assumed by that Person or is nonrecourse to the credit of that
Person; provided in the case of a nonrecourse obligation the amount of such
indebtedness shall be limited to the value of the property securing such
indebtedness. Obligations under Interest Rate Agreements and Currency
Agreements constitute Contingent Obligations and not Indebtedness.

"INDEMNITEE" has the meaning assigned to that term in
subsection 9.3.

"INTELLECTUAL PROPERTY" means all patents, trademarks,
tradenames (including, without limitation, rights in the name "Trammell
Crow"), copyrights, technology, know-how and processes used in or necessary
for the conduct of the business of Company and its Subsidiaries as currently
conducted that are material to the condition (financial or otherwise),
business or operations of Company and its Subsidiaries, taken as a whole.

"INTEREST PAYMENT DATE" means (i) with respect to any Base
Rate Loan, on March 1, June 1, September 1 and December 1, commencing on the
first such date to occur after the Closing Date, and (ii) with respect to any
Eurodollar Rate Loan, the last day of each Interest Period applicable to such
Loan; PROVIDED that in the case of each Interest Period of longer than three
months "Interest Payment Date" shall also include the date that is three
months after the commencement of such Interest Period.

"INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

"INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement or arrangement designed to protect Company or any of
its Subsidiaries against fluctuations in interest rates.

"INTEREST RATE DETERMINATION DATE" means, with respect to any
Interest Period, the second Business Day prior to the first day of such
Interest Period.

"INTERNAL REVENUE CODE" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter.

"INVESTMENT" means (i) any direct or indirect purchase or
other acquisition by Company or any of its Subsidiaries of, or of a
beneficial interest in, any Securities of any other Person (other than a
Person that, prior to such purchase or acquisition, was a Subsidiary of
Company), or (ii) any direct or indirect loan, advance (other than advances
to employees for moving, entertainment and travel expenses, drawing accounts
and similar expenditures in the ordinary course of business) or capital
contribution by Company or any of its Subsidiaries to any other Person other
than a wholly-owned Subsidiary of Company, including all indebtedness and
accounts receivable from that other Person that are not current assets or did
not arise from sales or the provision of services to that other Person in the
ordinary course of business. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.

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"INVESTOR PLEDGE AGREEMENTS" means those certain Pledge
Agreements executed by Pledging Shareholders to secure their obligations to
Company under the Existing Pledged Notes, which Company shall assign to Agent
on behalf of the Lenders pursuant to the Pledge Agreement to be executed and
delivered by Company on or prior to the Closing Date, substantially in the
form of Exhibit IX.

"IPO" means the initial offering of common stock of Company
pursuant to a bona fide underwritten public offering.

"IPO DATE" means the date shares in the IPO are first sold to
the public.

"JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form;
PROVIDED that in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.

"LENDER" and "LENDERS" means the persons identified as
"Lenders" and listed on the signature pages of this Agreement, together with
their successors and permitted assigns pursuant to subsection 9.1.

"LEVEL" means Level I, Level II, Level III, Level IV or Level
V, in each case whichever is in effect on the date of determination. The
applicable Level for any date shall be determined by the most recent Level
Determination Certificate delivered pursuant to subsection 3.1M or 5.1(xi);
PROVIDED that if a Level Determination Certificate is not delivered at the
time required pursuant to subsection 5.1(xi), Level I shall be applicable
from such time until delivery of a succeeding Level Determination
Certificate; PROVIDED that if a Level Determination Certificate erroneously
indicates a Level more favorable to Company than should be afforded by the
actual calculation of the Total Leverage Ratio, Company shall promptly pay
additional interest to correct for such error.

"LEVEL I" means such periods during which none of Level II,
Level III, Level IV or Level V is applicable.

"LEVEL II" means such periods as the Total Leverage Ratio is
greater than or equal to 1.50:1.00 AND less than 2.00:1.00.

"LEVEL III" means such periods as the Total Leverage Ratio is
greater than or equal to 1.00:1.00 AND less than 1.50:1.00.

"LEVEL IV" means such periods as the Total Leverage Ratio is
greater than or equal to 0.50:1.00 AND less than 1.00:1.00.

"LEVEL V" means such periods as the Total Leverage Ratio is
less than 0.50:1.00.

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"LEVEL DETERMINATION CERTIFICATE" means an Officers'
Certificate of Company delivered on the Closing Date and thereafter in
accordance with subsection 5.1(xi) setting forth in reasonable detail the
Total Leverage Ratio which is applicable pursuant to the definition thereof
as at the date on which such Officers' Certificate is delivered.

"LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale
or other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest).

"LOAN" or "LOANS" means the term Loans made by Lenders to
Company pursuant to subsection 2.1A.

"LOAN COMMITMENT" means the commitment of a Lender to make a
Loan to Company pursuant to subsection 2.1A, and "LOAN COMMITMENTS" means
such commitments of all Lenders in the aggregate.

"LOAN DOCUMENTS" means this Agreement, the Notes, the
Guaranties, the Pledge Agreements, and the Collateral Documents.

"LOAN EXPOSURE" means, with respect to any Lender as of any
date of determination (i) prior to the funding of the Loans, that Lender's
Loan Commitment and (ii) after the funding of the Loans, the outstanding
principal amount of the Loan of that Lender.

"MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

"MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries, taken as a whole, or
(ii) the impairment of the ability of Company to perform the Obligations, or
(iii) the impairment in any material respect of Agent or Lenders to enforce
the Obligations.

"MATURITY DATE" means the earliest of (i) the date that is six
months after the Closing Date, (ii) the IPO Date and (iii) the date as of
which the Obligations shall have become immediately due and payable pursuant
to subsection 7.1.

"MULTIEMPLOYER PLAN" means a "multiemployer plan", as defined
in Section 3(37) of ERISA, to which Company or any of its ERISA Affiliates is
contributing, or ever has contributed, or to which Company or any of its
ERISA Affiliates has, or ever has had, an obligation to contribute.

"NET CASH PROCEEDS" means, with respect to any Asset Sale,
Cash Proceeds of such Asset Sale net of bona fide direct costs of sale
including (i) taxes reasonably estimated to

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<PAGE>

be actually payable as a result of such Asset Sale within two years of the
date of such Asset Sale, (ii) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any Indebtedness (other than the
Loans) that is secured by a Lien on the stock or assets in question and that
is required to be repaid under the terms thereof as a result of such Asset
Sale, and (iii) reasonable reserves established in good faith by Company to
satisfy any indemnification obligations undertaken in connection with such
Asset Sale or to pay other retained liabilities associated with assets or
properties relating to such Asset Sale.

"NOTES" means any promissory notes of Company issued pursuant
to subsection 2.1E to evidence the Loans of any Lenders, substantially in the
form of EXHIBIT III annexed hereto, as they may be amended, supplemented or
otherwise modified from time to time.

"NOTICE OF BORROWING" means a notice substantially in the form
of EXHIBIT I annexed hereto delivered by Company to Agent pursuant to
subsection 2.1B with respect to a proposed borrowing.

"NOTICE OF CONVERSION/CONTINUATION" means a notice
substantially in the form of EXHIBIT II annexed hereto delivered by Company
to Agent pursuant to subsection 2.2D with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Loans.

"OBLIGATIONS" means all obligations of every nature of Company
from time to time owed to Agent, Lenders or any of them under the Loan
Documents, whether for principal, interest, fees, expenses, indemnification
or otherwise.

"OFFICERS' CERTIFICATE" means, as applied to any corporation,
a certificate executed on behalf of such corporation by its chairman of the
board (if an officer) or its president or one of its vice presidents and by
its chief financial officer or its treasurer; PROVIDED that every Officers'
Certificate with respect to the compliance with a condition precedent to the
making of any Loans hereunder shall include (i) a statement that the officer
or officers making or giving such Officers' Certificate have read such
condition and any definitions or other provisions contained in this Agreement
relating thereto, (ii) a statement that, in the opinion of the signers, they
have made or have caused to be made such examination or investigation as is
necessary to enable them to express an informed opinion as to whether or not
such condition has been complied with, and (iii) a statement as to whether,
in the opinion of the signers, such condition has been complied with.

"OPERATING LEASE" means, as applied to any Person, any lease
(including, without limitation, leases that may be terminated by the lessee
at any time) of any property (whether real, personal or mixed) that is not a
Capital Lease other than any such lease under which that Person is the
lessor.

"PBGC" means the Pension Benefit Guaranty Corporation (or any
successor thereto).

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"PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue
Code or Section 302 of ERISA.

"PERMITTED ACQUISITION" or "PERMITTED ACQUISITIONS" means any
acquisition or series of acquisitions by purchase or otherwise, after the
Closing Date by Company or any of its wholly-owned Subsidiaries of any
business substantially similar to any business engaged in by Company or any
of its Subsidiaries on the Closing Date, PROVIDED that (i) without the prior
written consent of Requisite Lenders, which shall not be unreasonably
withheld, no one acquisition or series of acquisitions shall require
expenditures exceeding $3,500,000, (ii) expenditures in respect of such
acquisitions shall not exceed $5,000,000 in the aggregate during the term of
this Agreement, and (iii) the Total Leverage Ratio, after giving effect to
any such acquisition, shall not exceed 3.00:1.00.

"PERMITTED DEVELOPMENT EXPENDITURES" means all expenditures
made by Company or its wholly-owned Subsidiaries in connection with
Development Properties, whether in the nature of capital contributions or
other Investments in non-wholly owned Subsidiaries that own Development
Properties or otherwise; PROVIDED that such expenditures shall not exceed the
aggregate amount of $120,000,000.

"PERMITTED ENCUMBRANCES" means the following types of Liens
(other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of
the Internal Revenue Code or by ERISA):

(i) Liens for taxes, assessments or governmental charges or
claims the payment of which is not, at the time, required by
subsection 5.3;

(ii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics and materialmen and other Liens imposed by
law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall
have been made therefor;

(iii) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety, indemnity and
appeal bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

(iv) any attachment or judgment Lien not constituting an Event
of Default under subsection 7.8;

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<PAGE>

(v) leases or subleases granted to others not interfering in
any material respect with the ordinary conduct of the business of
Company or any of its Subsidiaries;

(vi) easements, rights-of-way, restrictions, minor defects,
encroachments or irregularities in title and other similar charges or
encumbrances not interfering in any material respect with the
ordinary conduct of the business of Company or any of its
Subsidiaries;

(vii) any (a) interest or title of a lessor or sublessor under
any lease not prohibited by this Agreement, (b) restriction or
encumbrance that the interest or title of such lessor or sublessor
may be subject to, or (c) subordination of the interest of the lessee
or sublessee under such lease to any restriction or encumbrance
referred to in the preceding clause (b);

(viii) Liens arising from filing of precautionary UCC financing
statements relating solely to leases not prohibited by this
Agreement;

(ix) Liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of customs duties in connection
with the importation of goods;

(x) Liens created for the benefit of Agent and Lenders
pursuant to the terms of this Agreement and the Collateral Documents;

(xi) Liens approved by Requisite Lenders; and

(xii) Liens on Development Properties.

"PERMITTED HOLDERS" has the meaning assigned to that term in
the definition of Change of Control.

"PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, joint stock companies, Joint
Ventures, associations, companies, trusts, banks, trust companies, land
trusts, business trusts or other organizations, whether or not legal
entities, and governments and agencies and political subdivisions thereof.

"PLEDGE AGREEMENT" or "PLEDGE AGREEMENTS" means (i) the Pledge
Agreement executed and delivered by Company on or prior to the Closing Date,
substantially in the form of EXHIBIT IX, annexed hereto, as such Pledge
Agreement may hereafter be amended, supplemented or otherwise modified from
time to time and (ii) the Pledge Agreement executed and delivered by each of
Company's Significant Subsidiaries that, individually or together with
Company or any other Significant Subsidiary of Company, holds ownership
interests in one or more Significant Subsidiaries (other than the partnership
interests in the Texas Partnerships) on or prior to the Closing Date,
substantially in the form of EXHIBIT X, annexed hereto, as such

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<PAGE>

Pledge Agreement may hereafter be amended, supplemented or otherwise modified
from time to time.

"PLEDGING SHAREHOLDERS" means all holders of capital stock of
Company (except Crow Family Partnership L.P. and J. McDonald Williams and any
other shareholders who have fully repaid their obligations under the Existing
Pledged Notes prior to the Closing Date), which have executed those certain
Investor Pledge Agreements, thereby securing their obligations under the
Existing Pledged Notes.

"POTENTIAL EVENT OF DEFAULT" means a condition or event that,
after notice or lapse of time or both, would constitute an Event of Default.

"PRIME RATE" means the rate that Bankers announces from time
to time as its prime lending rate, as in effect from time to time. The Prime
Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. Bankers or any other Lender may
make commercial loans or other loans at rates of interest at, above or below
the Prime Rate.

"PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Loan Commitment or the Loan of
any Lender, the percentage obtained by DIVIDING (x) the Loan Exposure of that
Lender BY (y) the aggregate Loan Exposure of all Lenders. The initial Pro
Rata Share of each Lender for purposes of the preceding sentence is set forth
opposite the name of that Lender in SCHEDULE 2.1 annexed hereto.

"REGISTER" has the meaning assigned to that term in subsection
2.1D.

"REGULATION D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

"RELEASE" means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge,
dispersal, dumping, leaching or migration of Hazardous Materials into the
indoor or outdoor environment (including, without limitation, the abandonment
or disposal of any barrels, containers or other closed receptacles containing
any Hazardous Materials), or into or out of any Facility, including the
movement of any Hazardous Material through the air, soil, surface water,
groundwater or property.

"REQUISITE LENDERS" means Lenders having or holding more than
60% of the aggregate Commitments.

"RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
stock of Company now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class, (ii)
any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class
of stock of Company now or

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<PAGE>

hereafter outstanding and (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of Company now or hereafter outstanding.

"SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds,
debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments
commonly known as "securities" or any certificates of interest, shares or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

"SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and any successor statute.

"SIGNIFICANT SUBSIDIARIES" means the Subsidiaries of Company
listed on Schedule 4.1E, annexed hereto, as it may be supplemented from time
to time, including without limitation, any Subsidiary of Company having (i)
more than 5% of the consolidated assets of Company and its Subsidiaries or
(ii) more than 5% of the consolidated earnings of Company and its
Subsidiaries, or (iii) more than 5% of the consolidated revenues of Company
and its Subsidiaries.

"SOLVENT" means, with respect to any Person, that as of the
date of determination both (A) (i) the then fair saleable value of the
property of such Person is (y) greater than the total amount of liabilities
(including contingent liabilities) of such Person and (z) not less than the
amount that will be required to pay the probable liabilities on such Person's
then existing debts as they become absolute and matured considering all
financing alternatives and potential asset sales reasonably available to such
Person; (ii) such Person's capital is not unreasonably small in relation to
its business or any contemplated or undertaken transaction; and (iii) such
Person does not intend to incur, or believe (nor should it reasonably
believe) that it will incur, debts beyond its ability to pay such debts as
they become due; and (B) such Person is "solvent" within the meaning given
that term and similar terms under applicable laws relating to fraudulent
transfers and conveyances. For purposes of this definition, the amount of
any contingent liability at any time shall be computed as the amount that, in
light of all of the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

"SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, association, joint venture or other business entity
of which more than 50% of the total voting power of shares of stock or other
ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and
policies thereof is at the time owned or

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<PAGE>

controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof.

"TAX" or "TAXES" means any present or future tax or government
levy in the nature of a tax; PROVIDED that "TAX ON THE OVERALL NET INCOME" of
a Person shall be construed as a reference to a tax imposed by the
jurisdiction in which that Person's principal office (and/or, in the case of
a Lender, its lending office) is located or in which that Person is deemed to
be doing business on all or part of the net income, profits or gains of that
Person (whether worldwide, or only insofar as such income, profits or gains
are considered to arise in or to relate to a particular jurisdiction, or
otherwise).

"TEXAS PARTNERSHIPS" means Trammell Crow Central Texas Ltd.,
Trammell Crow Dallas/Fort Worth, Ltd., Trammell Crow Houston, Ltd., and
Trammell Crow Dallas Industrial, Ltd.

"TOTAL LEVERAGE RATIO" means, as at any date of determination,
the ratio of (i) Consolidated Total Debt to (ii) Consolidated Adjusted EBITDA
for the Fiscal Quarter period ending as of the last day of the Fiscal Quarter
immediately preceding the Fiscal Quarter during which such date of
determination occurs.

1.2 ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
UNDER AGREEMENT.

Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP. Financial statements and other
information required to be delivered by Company to Lenders pursuant to
clauses (i), (ii), (iii) and (xv) of subsection 5.1 shall be prepared in
accordance with GAAP as in effect at the time of such preparation (and
delivered together with the reconciliation statements provided for in
subsection 5.1(v)). Calculations in connection with the definitions,
covenants and other provisions of this Agreement shall utilize accounting
principles and policies in conformity with those used to prepare the
financial statements referred to in subsection 4.3(i).

1.3 OTHER DEFINITIONAL PROVISIONS.

References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided. Any of the terms defined in subsection 1.1 may,
unless the context otherwise requires, be used in the singular or the plural,
depending on the reference.

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SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1 COMMITMENTS; MAKING OF LOANS; THE REGISTER; OPTIONAL NOTES.

A. LOAN COMMITMENTS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, each Lender hereby severally agrees (a) to lend to Company on
the Closing Date (other than Delayed-Draw Loans) and (b) to lend to Company on
one additional Funding Date within 90 days after the Closing Date (in the case
of Delayed-Draw Loans) an aggregate amount not exceeding its Pro Rata Share of
the aggregate amount of the Loan Commitments to be used for the purposes
identified in subsection 2.5A. The original amount of each Lender's Loan
Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the
aggregate original amount of the Loan Commitments is $35,000,000; PROVIDED that
the Loan Commitments of Lenders shall be adjusted to give effect to any
assignments of the Loan Commitments pursuant to subsection 9.1B. The Loan
Commitments shall terminate concurrently with the borrowing thereunder on the
Closing Date. Amounts borrowed under this subsection 2.1A and subsequently
repaid or prepaid may not be reborrowed.

B. BORROWING MECHANICS. With respect to the Loans to be made on any
Funding Date, Company shall deliver to Agent a Notice of Borrowing no later than
1:00 P.M. (New York time) at least three Business Days in advance of the Funding
Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in
advance of the Funding Date (in the case of a Base Rate Loan) and shall specify
(i) the proposed Funding Date, (ii) the amount of Loans requested, (iii) whether
such Loans shall be Eurodollar Rate Loans or Base Rate Loans, and (iv) in the
case the Loans are requested to be made as Eurodollar Rate Loans, the initial
Interest Period requested therefor. The Loans may be continued as or converted
into Base Rate Loans and Eurodollar Rate Loans in the manner provided in
subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing,
Company may give Agent telephonic notice by the required time of any proposed
borrowing under this subsection 2.1B; PROVIDED that such notice shall be
promptly confirmed in writing by delivery of a Notice of Borrowing to Agent on
or before the Closing Date.

Neither Agent nor any Lender shall incur any liability to Company in
acting upon any telephonic notice referred to above that Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
to borrow on behalf of Company or for otherwise acting in good faith under this
subsection 2.1B, and upon funding of Loans by Lenders in accordance with this
Agreement pursuant to any such telephonic notice Company shall have effected
Loans hereunder.

Company shall notify Agent prior to the funding of the Loan in the
event that any of the matters to which Company is required to certify in the
applicable Notice of Borrowing is no longer true and correct as of the Funding
Date, and the acceptance by Company of the proceeds of the Loan shall constitute
a re-certification by Company, as of the

<PAGE>

Funding Date, as to the matters to which Company is required to certify in
the applicable Notice of Borrowing.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing in accordance
therewith.

C. DISBURSEMENT OF FUNDS. The Loans under this Agreement shall be made
by Lenders simultaneously and proportionately to their respective Pro Rata
Shares, it being understood that no Lender shall be responsible for any default
by any other Lender in that other Lender's obligation to make a Loan requested
hereunder nor shall the Loan Commitment of any Lender be increased or decreased
as a result of a default by any other Lender in that other Lender's obligation
to make a Loan requested hereunder. Promptly after receipt by Agent of a Notice
of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof),
Agent shall notify each Lender of the proposed borrowing. Each Lender shall
make the amount of its Loan available to Agent not later than 1:00 P.M. (New
York time) on the Funding Date, in same day funds in Dollars, at the Funding and
Payment Office.

Unless Agent shall have been notified by any Lender prior to the
Funding Date for any Loans that such Lender does not intend to make available to
Agent the amount of such Lender's Loan requested on the Funding Date, Agent may
assume that such Lender has made such amount available to Agent on the Funding
Date and Agent may, in its sole discretion, but shall not be obligated to, make
available to Company a corresponding amount on the Funding Date. If such
corresponding amount is not in fact made available to Agent by such Lender,
Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from the Funding Date until
the date such amount is paid to Agent, at the customary rate set by Agent for
the correction of errors among banks for three Business Days and thereafter at
the Base Rate. If such Lender does not pay such corresponding amount forthwith
upon Agent's demand therefor, Agent shall promptly notify Company and Company
shall immediately pay such corresponding amount to Agent together with interest
thereon, for each day from the Funding Date until the date such amount is paid
to Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing
in this subsection 2.1C shall be deemed to relieve any Lender from its
obligation to fulfill its Commitments hereunder or to prejudice any rights that
Company may have against any Lender as a result of any default by such Lender
hereunder.

D. THE REGISTER.

(i) Agent shall maintain, at its address referred to in subsection
9.7, a register for the recordation of the names and addresses of Lenders
and the Commitments and Loans of each Lender from time to time (the
"REGISTER"). The Register shall be available for inspection by Company or
any Lender at any reasonable time and from time to time upon reasonable
prior notice.

<PAGE>

(ii) Agent shall record in the Register the Loan Commitment and the
Loan of each Lender. Any such recordation shall be conclusive and binding
on Company and each Lender, absent manifest error; PROVIDED that failure to
make any such recordation, or any error in such recordation, shall not
affect Company's Obligations in respect of the applicable Loans.

(iii) Each Lender shall record on its internal records (including,
without limitation, any Note held by such Lender) the amount of the Loan
made by it and each payment in respect thereof. Any such recordation shall
be conclusive and binding on Company, absent manifest error; PROVIDED that
failure to make any such recordation, or any error in such recordation,
shall not affect Company's Obligations in respect of the Loans; and
PROVIDED, FURTHER that in the event of any inconsistency between the
Register and any Lender's records, the recordations in the Register shall
govern.

(iv) Company, Agent and Lenders shall deem and treat the Persons
listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof,
and no assignment or transfer of any such Commitment or Loan shall be
effective, in each case unless and until an Assignment Agreement effecting
the assignment or transfer thereof shall have been accepted by Agent and
recorded in the Register as provided in subsection 9.1B(ii). Prior to such
recordation, all amounts owed with respect to the applicable Commitment or
Loan shall be owed to the Lender listed in the Register as the owner
thereof, and any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is listed
in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments
or Loans.

(v) Company hereby designates Bankers to serve as Company's agent
solely for purposes of maintaining the Register as provided in this
subsection 2.1D, and Company hereby agrees that, to the extent Bankers
serves in such capacity, Bankers and its officers, directors, employees,
agents and affiliates shall constitute Indemnitees for all purposes under
subsection 9.3.

E. NOTES. Company shall execute and deliver to each Lender on the
Closing Date a promissory note to evidence such Lender's Loan, substantially in
the form of EXHIBIT III, annexed hereto, respectively, with appropriate
insertions.

2.2 INTEREST ON THE LOANS.

A. RATE OF INTEREST. Subject to the provisions of subsections 2.6 and
2.7, the Loan shall bear interest on the unpaid principal amount thereof from
the date made through maturity (whether by acceleration or otherwise) at a rate
determined by reference to the Base Rate or the Adjusted Eurodollar Rate, as the
case may be. The applicable basis for determining the rate of interest with
respect to any Loan shall be selected by Company initially at the time a Notice
of

<PAGE>

Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The
basis for determining the interest rate with respect to any Loan may be
changed from time to time pursuant to subsection 2.2D. If on any day a Loan
is outstanding with respect to which notice has not been delivered to Agent
in accordance with the terms of this Agreement specifying the applicable
basis for determining the rate of interest, then for that day that Loan shall
bear interest determined by reference to the Base Rate.

Subject to the provisions of subsections 2.2E and 2.7, the Loans shall
bear interest through maturity as follows:

(i) if a Base Rate Loan, then at the sum of the Base Rate PLUS the
Applicable Base Rate Margin; or

(ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted
Eurodollar Rate PLUS the Applicable Eurodollar Rate Margin.

Upon delivery of the Level Determination Certificate by Company to
Agent pursuant to subsection 5.1(xi), the Applicable Base Rate Margin and
Applicable Eurodollar Rate Margin shall automatically be adjusted in accordance
with the Level in effect as determined by such Level Determination Certificate,
such adjustment to become effective on the next succeeding Business Day
following receipt by Agent of such Level Determination Certificate; PROVIDED
that on the Closing Date, the Applicable Base Rate Margin and Applicable
Eurodollar Rate Margin shall be determined in accordance with the Level in
effect as determined by the Level Determination Certificate delivered by Company
to Agent pursuant to subsection 3.1M.

B. INTEREST PERIODS. In connection with each Eurodollar Rate Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each
an "INTEREST PERIOD") to be applicable to such Loan, which Interest Period
shall be, at Company's option, either a one, two, or three month period;
PROVIDED that:

(i) the initial Interest Period for the Eurodollar Rate Loan shall
commence on the Funding Date in respect of such Loan, in the case of a Loan
initially made as a Eurodollar Rate Loan, or on the date specified in the
applicable Notice of Conversion/Continuation, in the case of a Loan
converted to a Eurodollar Rate Loan;

(ii) in the case of immediately successive Interest Periods
applicable to a Eurodollar Rate Loan continued as such pursuant to a Notice
of Conversion/Continuation, each successive Interest Period shall commence
on the day on which the next preceding Interest Period expires;

(iii) if an Interest Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day;

<PAGE>

PROVIDED that, if any Interest Period would otherwise expire on a day
that is not a Business Day but is a day of the month after which no
further Business Day occurs in such month, such Interest Period shall
expire on the next preceding Business Day;

(iv) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall,
subject to clause (v) of this subsection 2.2B, end on the last Business Day
of a calendar month;

(v) there shall be no more than 3 Interest Periods outstanding at
any time; and

(vi) in the event Company fails to specify an Interest Period for
any Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice of
Conversion/Continuation, Company shall be deemed to have selected an
Interest Period of one month.

C. INTEREST PAYMENTS. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); PROVIDED, HOWEVER, that in the event that any Loans that are Base
Rate Loans are prepaid pursuant to subsection 2.4B, interest on such Loans
through the date of such prepayment shall be payable on the next succeeding
Interest Payment Date applicable to Base Rate Loans (or, if earlier, upon the
final termination for any reason of the Commitments).

D. CONVERSION OR CONTINUATION. Subject to the provisions of subsection
2.6, Company shall have the option (i) to convert at any time all or any part of
its outstanding Loans equal to $500,000 and integral multiples of $100,000 in
excess of that amount from Loans bearing interest at a rate determined by
reference to one basis to Loans bearing interest at a rate determined by
reference to an alternative basis or (ii) upon the expiration of any Interest
Period applicable to a Eurodollar Rate Loan, to continue all or any portion of
such Loan equal to $500,000 and integral multiples of $100,000 in excess of that
amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan
may only be converted into a Base Rate Loan on the expiration date of an
Interest Period applicable thereto.

Company shall deliver a Notice of Conversion/Continuation to Agent no
later than 1:00 P.M. (New York time) at least one Business Day in advance of the
proposed conversion date (in the case of a conversion to a Base Rate Loan) and
at least three Business Days in advance of the proposed conversion/continuation
date (in the case of a conversion to, or a continuation of, a Eurodollar Rate
Loan). A Notice of Conversion/Continuation shall specify (i) the proposed
conversion/continuation date (which shall be a Business Day), (ii) the amount
and type of the Loan to be converted/continued, (iii) the nature of the proposed
conversion/continuation, (iv) in the case of a conversion to, or a continuation
of, a Eurodollar Rate

<PAGE>

Loan, the requested Interest Period, and (v) in the case of a conversion to,
or a continuation of, a Eurodollar Rate Loan, that no Potential Event of
Default or Event of Default has occurred and is continuing. In lieu of
delivering the above-described Notice of Conversion/Continuation, Company may
give Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; PROVIDED that such notice
shall be promptly confirmed in writing by delivery of a Notice of
Conversion/Continuation to Agent on or before the proposed
conversion/continuation date.

Neither Agent nor any Lender shall incur any liability to Company in
acting upon any telephonic notice referred to above that Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
to act on behalf of Company or for otherwise acting in good faith under this
subsection 2.2D, and upon conversion or continuation of the applicable basis for
determining the interest rate with respect to any Loans in accordance with this
Agreement pursuant to any such telephonic notice Company shall have effected a
conversion or continuation, as the case may be, hereunder.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Conversion/Continuation for conversion to, or continuation of, a
Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable
on and after the related Interest Rate Determination Date, and Company shall be
bound to effect a conversion or continuation in accordance therewith.

E. DEFAULT RATE. Upon the occurrence and during the continuation of any
Event of Default, the outstanding principal amount of all Loans and, to the
extent permitted by applicable law, any interest payments thereon not paid when
due and any fees and other amounts then due and payable hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable upon
demand at a rate that is 2% per annum in excess of the interest rate otherwise
payable under this Agreement with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement for Base Rate
Loans); PROVIDED that, in the case of Eurodollar Rate Loans, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate
is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans
and shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this subsection 2.2E is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Agent or any Lender.

F. COMPUTATION OF INTEREST. Interest on the Loans shall be computed on
the basis of a 360-day year, in each case for the actual number of days elapsed
in the period during which it accrues. In computing interest on any Loan, the
date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan

<PAGE>

being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Loan or the expiration date of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted to a Eurodollar Rate Loan, the date of conversion of such
Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be
excluded; PROVIDED that if a Loan is repaid on the same day on which it is
made, one day's interest shall be paid on that Loan.

2.3 FEES.

A. STRUCTURING FEE. On the Closing Date, Company shall pay BT Securities
Corporation, a non-refundable structuring fee in the aggregate amount specified
in the letter agreement between BT Securities Corporation and Company.

B. LENDERS' FEE. Company shall pay Agent a non-refundable lender's fee
for distribution to Lenders as shall be agreed between Agent and each Lender, in
the amount specified in the letter agreement between Agent and Company.

2.4 SCHEDULED PAYMENTS, PREPAYMENTS AND REDUCTIONS.

A. SCHEDULED PAYMENT AND REDUCTION OF THE LOANS. Company shall repay the
Loans in full on the sixth month anniversary of the Closing Date.

B. UNSCHEDULED PREPAYMENTS.

(i) VOLUNTARY PREPAYMENTS. Company may, upon not less than one
Business Day prior written or telephonic notice in the case of Base Rate Loans,
or three Business Days' prior written or telephonic notice in the case of
Eurodollar Rate Loans, given to Agent and, if given by telephone, promptly
confirmed in writing to Agent (which original written or telephonic notice Agent
will promptly transmit by telefacsimile or telephone to each Lender), at any
time and from time to time prepay any Loans on any Business Day in whole or in
part in an aggregate minimum amount of (A) $500,000 and integral multiples of
$100,000 in excess of that amount (or such lesser amount representing payment in
full) or (B) the amount of a prepayment made by a Pledging Shareholder pursuant
to the Existing Pledged Notes; PROVIDED, HOWEVER, that a Eurodollar Rate Loan
may only be prepaid on the expiration of the Interest Period applicable thereto.
Notice of prepayment having been given as aforesaid, the principal amount of
the Loans specified in such notice shall become due and payable on the
prepayment date specified therein.

(ii) MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF LOANS.

<PAGE>

(a) PREPAYMENTS AND REDUCTIONS FROM ASSET SALES. No later than
the second Business Day following the date of receipt by Company or any of its
Subsidiaries of Cash Proceeds of any Asset Sale, except from the sale of
Development Properties, Company shall use all Net Cash Proceeds from such Asset
Sale to prepay the Loans to the full extent thereof. The sale of Development
Properties shall not result in a mandatory prepayment pursuant to this
subsection 2.4B(ii)(a). Concurrently with any prepayment of the Loans pursuant
to this subsection 2.4B(ii)(a), Company shall deliver to Agent an Officers'
Certificate demonstrating the derivation of the Net Cash Proceeds of the
correlative Asset Sale from the gross sales price thereof. In the event that
Company shall, at any time after receipt of Cash Proceeds of any Asset Sale
requiring a prepayment or a reduction of the Loans pursuant to this subsection
2.4B(ii)(a), determine that the prepayments of the Loans previously made in
respect of such Asset Sale were in an aggregate amount less than that required
by the terms of this subsection 2.4B(ii)(a), Company shall promptly make an
additional prepayment of the Loans in the manner described above in an amount
equal to the amount of any such deficit, and Company shall concurrently
therewith deliver to Agent an Officers' Certificate demonstrating the derivation
of the additional Net Cash Proceeds resulting in such deficit. Any mandatory
prepayments or reductions of the Loans pursuant to this subsection 2.4B(ii)(a)
shall be applied as specified in subsection 2.4C(iii).

(b) PREPAYMENTS AND REDUCTIONS DUE TO IPO. On the date of
receipt by Company, of the proceeds of the IPO, Company shall prepay the Loans
in full.

C. GENERAL PROVISIONS REGARDING PAYMENTS.

(i) MANNER AND TIME OF PAYMENT. All payments by Company of
principal, interest, fees and other Obligations hereunder and under the Notes
shall be made in Dollars in same day funds, without defense, setoff or
counterclaim, free of any restriction or condition, and delivered to Agent
not later than 1:00 P.M. (New York time) on the date due at the Funding and
Payment Office for the account of Lenders; funds received by Agent after that
time on such due date shall be deemed to have been paid by Company on the
next succeeding Business Day.

(ii) APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. All
payments in respect of the principal amount of any Loan shall include payment
of accrued interest on the principal amount being repaid or prepaid, and all
such payments shall be applied to the payment of interest before application
to principal.

(iii) APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND EURODOLLAR
RATE LOANS. Any prepayment shall be applied first to Base Rate Loans made
for the purpose specified, if any, to the full extent thereof before
application to Eurodollar Rate Loans, in each case in a manner which
minimizes the amount of any payments required to be made by Company pursuant
to subsection 2.6D.

<PAGE>

(iv) APPORTIONMENT OF PAYMENTS. Aggregate principal and interest
payments in respect of the Loans shall be apportioned among all outstanding
Loans to which such payments relate, in each case proportionately to Lenders'
respective Pro Rata Shares. Agent shall promptly distribute to each Lender,
at its primary address set forth below its name on the appropriate signature
page hereof or at such other address as such Lender may request, its Pro Rata
Share of all such payments received by Agent. Notwithstanding the foregoing
provisions of this subsection 2.4C(iii), if, pursuant to the provisions of
subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any
Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of
its Pro Rata Share of any Eurodollar Rate Loans, Agent shall give effect
thereto in apportioning payments received thereafter.

(v) PAYMENTS ON BUSINESS DAYS. Whenever any payment to be made
hereunder shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension
of time shall be included in the computation of the payment of interest
hereunder, as the case may be.

(vi) NOTATION OF PAYMENT. Each Lender agrees that before
disposing of any Note held by it, or any part thereof (other than by granting
participations therein), that Lender will make a notation thereon of the Loan
evidenced by that Note and all principal payments previously made thereon and
of the date to which interest thereon has been paid; PROVIDED that the
failure to make (or any error in the making of) a notation of the Loan made
under such Note shall not limit or otherwise affect the obligations of
Company hereunder or under such Note with respect to the Loan or any payments
of principal or interest on such Note.

2.5 USE OF PROCEEDS.

A. LOANS. The proceeds of the Loans shall be applied by Company (x) in
an amount not to exceed $23,025,000 to pay the purchase price of the Doppelt
Acquisition, (y) in an amount not to exceed $6,975,000 to repay in full all
indebtedness under the Existing Credit Agreement and (z) the balance for
Permitted Acquisitions.

B. MARGIN REGULATIONS. No portion of the proceeds of any borrowing under
this Agreement shall be used by Company or any of its Subsidiaries in any manner
that might cause the borrowing or the application of such proceeds to violate
Regulation G, Regulation U, Regulation T or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation of such Board or
to violate the Exchange Act, in each case as in effect on the date or dates of
such borrowing and such use of proceeds.

2.6 SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to Eurodollar Rate Loans as
to the matters covered:

<PAGE>

A. DETERMINATION OF APPLICABLE INTEREST RATE. As soon as practicable
after 10:00 A.M. (New York time) on each Interest Rate Determination Date, Agent
shall determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) the interest rate that shall apply to
the Eurodollar Rate Loans for which an interest rate is then being determined
for the applicable Interest Period and shall promptly give notice thereof (in
writing or by telephone confirmed in writing) to Company and each Lender.

B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event that
Agent shall have determined (which determination shall be final and conclusive
and binding upon all parties hereto), on any Interest Rate Determination Date
with respect to any Eurodollar Rate Loans, that by reason of circumstances
affecting the interbank Eurodollar market adequate and fair means do not exist
for ascertaining the interest rate applicable to such Loans on the basis
provided for in the definition of Adjusted Eurodollar Rate, Agent shall on such
date give notice (by telefacsimile or by telephone confirmed in writing) to
Company and each Lender of such determination, whereupon (i) no Loans may be
made as, or converted to, Eurodollar Rate Loans until such time as Agent
notifies Company and Lenders that the circumstances giving rise to such notice
no longer exist and (ii) any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to the Loans in respect
of which such determination was made shall be deemed to be rescinded by
Company.

C. ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the event
that on any date any Lender shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Agent) that the making, maintaining or
continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the failure to comply therewith would not be unlawful) or (ii) has
become impracticable, or would cause such Lender material hardship, as a result
of contingencies occurring after the date of this Agreement which materially and
adversely affect the interbank Eurodollar market or the position of such Lender
in that market, then, and in any such event, such Lender shall be an "AFFECTED
LENDER" and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to Company and Agent of such determination (which notice
Agent shall promptly transmit to each other Lender). Thereafter (a) the
obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (b) to the extent such determination by the Affected Lender
relates to a Eurodollar Rate Loan then being requested by Company pursuant to a
Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender
shall make such Loan as (or convert such Loan to, as the case may be) a Base
Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and (d) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as

<PAGE>

described above relates to a Eurodollar Rate Loan then being requested by
Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice
of Conversion/Continuation as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to Agent of such
rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Agent shall
promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this subsection 2.6C shall affect
the obligation of any Lender other than an Affected Lender to make or
maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms of this Agreement.

D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST PERIODS.
Company shall compensate each Lender, upon written request by that Lender (which
request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including, without limitation, any
interest paid by that Lender to lenders of funds borrowed by it to make or carry
its Eurodollar Rate Loans and any loss, expense or liability sustained by that
Lender in connection with the liquidation or re-employment of such funds) which
that Lender may sustain: (i) if for any reason (other than a default by that
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request for
borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does
not occur on a date specified therefor in a Notice of Conversion/Continuation or
a telephonic request for conversion or continuation (unless such borrowing or
conversion does not occur by reason of the inability to determine the applicable
interest rate as provided in subsection 2.6B and the illegality or
impracticability to make Eurodollar Rate Loans as provided in subsection 2.6C),
(ii) if any prepayment or other principal payment or any conversion of any of
its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest
Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar
Rate Loans is not made on any date specified in a notice of prepayment given by
Company, or (iv) as a consequence of any other default by Company in the
repayment of its Eurodollar Rate Loans when required by the terms of this
Agreement.

E. BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of that Lender.

F. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had actually funded each of
its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
PROVIDED, HOWEVER, that each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing

<PAGE>

assumptions shall be utilized only for the purposes of calculating amounts
payable under this subsection 2.6 and under subsection 2.7A.

G. EURODOLLAR RATE LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of a Potential Event of Default or an Event of Default,
(i) Company may not elect to have a Loan be made or maintained as, or converted
to, a Eurodollar Rate Loan after the expiration of any Interest Period then in
effect for that Loan and (ii) subject to the provisions of subsection 2.6D, any
Notice of Borrowing or Notice of Conversion/Continuation given by Company with
respect to a requested borrowing or conversion/continuation that has not yet
occurred shall be deemed to be rescinded by Company.

2.7 INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

A. COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the provisions
of subsection 2.7B, in the event that any Lender shall determine (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) that any law, treaty or governmental rule, regulation
or order, or any change therein or in the interpretation, administration or
application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or
governmental authority, in each case that becomes effective after the date
hereof, or compliance by such Lender with any guideline, request or directive
issued or made after the date hereof by any central bank or other governmental
or quasi-governmental authority (whether or not having the force of law):

(i) subjects such Lender (or its applicable lending office) to any
additional Tax (other than any Tax on the overall net income of such
Lender) with respect to this Agreement or any of its obligations hereunder
or any payments to such Lender (or its applicable lending office) of
principal, interest, fees or any other amount payable hereunder;

(ii) imposes, modifies or holds applicable any reserve (including
without limitation any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or
for the account of, or advances or loans by, or other credit extended by,
or any other acquisition of funds by, any office of such Lender (other than
any such reserve or other requirements with respect to Eurodollar Rate
Loans that are reflected in the definition of Adjusted Eurodollar Rate); or

(iii) imposes any other condition (other than with respect to a
Tax matter) on or affecting such Lender (or its applicable lending office)
or its obligations hereunder or the interbank Eurodollar market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Loans hereunder or to reduce any amount
received or receivable

<PAGE>

by such Lender (or its applicable lending office) with respect thereto; then,
in any such case, Company shall promptly pay to such Lender, upon receipt of
the statement referred to in the next sentence, such additional amount or
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as may be necessary to compensate such Lender for any such
increased cost or reduction in amounts received or receivable hereunder.
Such Lender shall deliver to Company (with a copy to Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this subsection 2.7A, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

B. WITHHOLDING OF TAXES.

(i) PAYMENTS TO BE FREE AND CLEAR. All sums payable by Company
under this Agreement and the other Loan Documents shall be paid free and
clear of and (except to the extent required by law) without any deduction
or withholding on account of any Tax (other than a Tax on the overall net
income of any Lender) imposed, levied, collected, withheld or assessed by
or within the United States of America or any political subdivision in or
of the United States of America or any other jurisdiction from or to which
a payment is made by or on behalf of Company or by any federation or
organization of which the United States of America or any such jurisdiction
is a member at the time of payment.

(ii) GROSSING-UP OF PAYMENTS. If Company or any other Person is
required by law to make any deduction or withholding on account of any such
Tax from any sum paid or payable by Company to Agent or any Lender under
any of the Loan Documents:

(a) Company shall notify Agent of any such requirement or any
change in any such requirement as soon as Company becomes aware of it;

(b) Company shall pay any such Tax before the date on which
penalties attach thereto, such payment to be made (if the liability to
pay is imposed on Company) for its own account or (if that liability
is imposed on Agent or such Lender, as the case may be) on behalf of
and in the name of Agent or such Lender;

(c) the sum payable by Company in respect of which the relevant
deduction, withholding or payment is required shall be increased to
the extent necessary to ensure that, after the making of that
deduction, withholding or payment, Agent or such Lender, as the case
may be, receives on the due date a net sum equal to what it would have
received had no such deduction, withholding or payment been required
or made (but net of any tax credit realized by Agent or such Lender);
and

<PAGE>

(d) within 30 days after paying any sum from which it is
required by law to make any deduction or withholding, and within 30
days after the due date of payment of any Tax which it is required by
clause (b) above to pay, Company shall deliver to Agent evidence
satisfactory to the other affected parties of such deduction,
withholding or payment and of the remittance thereof to the relevant
taxing or other authority;

PROVIDED that no such additional amount shall be required to be paid to any
Lender under clause (c) above except to the extent that any change after
the date hereof (in the case of each Lender listed on the signature pages
hereof) or after the date of the Assignment Agreement pursuant to which
such Lender became a Lender (in the case of each other Lender) in any such
requirement for a deduction, withholding or payment as is mentioned therein
shall result in an increase in the rate of such deduction, withholding or
payment from that in effect at the date of this Agreement or at the date of
such Assignment Agreement, as the case may be, in respect of payments to
such Lender.

(iii) EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX.

(a) Each Lender that is organized under the laws of any
jurisdiction other than the United States or any state or other
political subdivision thereof (for purposes of this subsection
2.7B(iii), a "NON-US LENDER") shall deliver to Agent for transmission
to Company, on or prior to the Closing Date (in the case of each
Lender listed on the signature pages hereof) or on the date of the
Assignment Agreement pursuant to which it becomes a Lender (in the
case of each other Lender), and at such other times as may be
necessary in the determination of Company or Agent (each in the
reasonable exercise of its discretion), (1) two original copies of
Internal Revenue Service Form 1001 or 4224 (or any successor forms),
properly completed and duly executed by such Lender, together with any
other certificate or statement of exemption required under the
Internal Revenue Code or the regulations issued thereunder to
establish that such Lender is not subject to deduction or withholding
of United States federal income tax with respect to any payments to
such Lender of principal, interest, fees or other amounts payable
under any of the Loan Documents or (2) if such Lender is not a "bank"
or other Person described in Section 881(c)(3) of the Internal Revenue
Code and cannot deliver either Internal Revenue Service Form 1001 or
4224 pursuant to clause (1) above, a Certificate re Non-Bank Status
together with two original copies of Internal Revenue Service Form W-8
(or any successor form), properly completed and duly executed by such
Lender, together with any other certificate or statement of exemption
required under the Internal Revenue Code or the regulations issued
thereunder to establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to any
payments to such Lender of interest payable under any of the Loan
Documents.

<PAGE>

(b) Each Lender required to deliver any forms, certificates or
other evidence with respect to United States federal income tax
withholding matters pursuant to subsection 2.7B(iii)(a) hereby agrees,
from time to time after the initial delivery by such Lender of such
forms, certificates or other evidence, whenever a lapse in time or
change in circumstances renders such forms, certificates or other
evidence obsolete or inaccurate in any material respect, such Lender
shall (1) deliver to Agent for transmission to Company two new
original copies of Internal Revenue Service Form 1001 or 4224, or a
Certificate re Non-Bank Status and two original copies of Internal
Revenue Service Form W-8, as the case may be, properly completed and
duly executed by such Lender, together with any other certificate or
statement of exemption required in order to confirm or establish that
such Lender is not subject to deduction or withholding of United
States federal income tax with respect to payments to such Lender
under the Loan Documents or (2) immediately notify Agent and Company
of its inability to deliver any such forms, certificates or other
evidence.

(c) Company shall not be required to pay any additional amount
to any Non-US Lender under clause (c) of subsection 2.7B(ii) if such
Lender shall have failed to satisfy the requirements of subsection
2.7B(iii)(a); PROVIDED that if such Lender shall have satisfied such
requirements on the Closing Date (in the case of each Lender listed on
the signature pages hereof) or on the date of the Assignment Agreement
pursuant to which it became a Lender (in the case of each other
Lender), nothing in this subsection 2.7B(iii)(c) shall relieve Company
of its obligation to pay any additional amounts pursuant to clause (c)
of subsection 2.7B(ii) in the event that, as a result of any change in
any applicable law, treaty or governmental rule, regulation or order,
or any change in the interpretation, administration or application
thereof, such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the
fact that such Lender is not subject to withholding as described in
subsection 2.7B(iii)(a).

C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have determined that
the adoption, effectiveness, phase-in or applicability after the date hereof of
any law, rule or regulation (or any provision thereof) regarding capital
adequacy, or any change therein or in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender
(or its applicable lending office) with any guideline, request or directive
regarding capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or participations therein or other
obligations hereunder with respect to the Loans to a level below that which such
Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase-in, applicability, change or compliance (taking
into consideration the policies of such Lender

<PAGE>

or such controlling corporation with regard to capital adequacy), then from
time to time, within five Business Days after receipt by Company from such
Lender of the statement referred to in the next sentence, Company shall pay
to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation on an after-tax basis for such
reduction. Such Lender shall deliver to Company (with a copy to Agent) a
written statement, setting forth in reasonable detail the basis of the
calculation of such additional amounts, which statement shall be conclusive
and binding upon all parties hereto absent manifest error.

2.8 OBLIGATION OF LENDERS TO MITIGATE.

Each Lender agrees that, as promptly as practicable after the officer
of such Lender responsible for administering the Loans of such Lender, as the
case may be, becomes aware of the occurrence of an event or the existence of a
condition that would cause such Lender to become an Affected Lender under
subsection 2.6C or that would entitle such Lender to receive payments under
subsection 2.7, it will, to the extent not inconsistent with the internal
policies of such Lender and any applicable legal or regulatory restrictions, use
reasonable efforts (i) to make, issue, fund or maintain the Commitments of such
Lender or the affected Loans of such Lender through another lending office of
such Lender or Affiliate, or (ii) take such other measures as such Lender may
deem reasonable, if as a result thereof the circumstances which would cause such
Lender to be an Affected Lender would cease to exist or the additional amounts
which would otherwise be required to be paid to such Lender pursuant to
subsection 2.7 would be materially reduced and if, as determined by such Lender
in its sole discretion, the making, issuing, funding or maintaining of such
Commitments or Loans through such other lending office or in accordance with
such other measures, as the case may be, would not otherwise materially
adversely affect such Commitments or Loans or the interests of such Lender;
PROVIDED that such Lender will not be obligated to utilize such other lending
office pursuant to this subsection 2.8 unless Company agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such other
lending office as described in clause (i) above. A certificate as to the amount
of any such expenses payable by Company pursuant to this subsection 2.8 (setting
forth in reasonable detail the basis for requesting such amount) submitted by
such Lender to Company (with a copy to Agent) shall be conclusive absent
manifest error.

2.9 SECURITY FOR THE LOANS.

A. PLEDGE AGREEMENTS. As security for the payment and
performance of the Obligations, on or prior to the Closing Date, (i) Company
shall execute and deliver to Agent a Pledge Agreement substantially in the
form of EXHIBIT IX hereto pursuant to which Company shall grant Agent a first
priority perfected security interest in, and lien upon, the capital stock of
each of its Significant Subsidiaries, the Indebtedness of Pledging
Shareholders under the Existing Pledged Notes, all interests of Company under
the Investor Pledge Agreements, and the intercompany Indebtedness of each of
Company's Subsidiaries owing to Company, and (ii) each of Company's
Significant Subsidiaries that, individually or together with Company or any

<PAGE>

other Significant Subsidiary of Company, holds ownership interests in one or
more Significant Subsidiaries (other than the partnership interests in the
Texas Partnerships) shall execute and deliver to Agent a Pledge Agreement
substantially in the form of EXHIBIT X hereto pursuant to which such
Significant Subsidiaries shall grant Agent a first priority perfected
security interest in, and lien upon, the capital stock of each Significant
Subsidiary owned by such Significant Subsidiary.

B. GUARANTIES. Each of Company's Significant Subsidiaries shall execute
and deliver to Company the Guaranties, substantially in the form of EXHIBIT XI,
pursuant to which each Significant Subsidiary of Company shall guaranty all of
the Obligations of Company.

C. FURTHER ASSURANCES. Company hereby agrees to execute and deliver, and
to cause to be executed and delivered, to Agent, at Company's sole cost and
expense, such replacement guaranties, financing or continuation statements,
third party consents and such other amendments, agreements, documents,
assignments, statements or instruments as Agent may from time to time reasonably
request to evidence, perfect or otherwise implement the security for performance
and repayment of the Obligations and the obligations of Company's Significant
Subsidiaries under the Guaranties. All of the foregoing shall be reasonably
satisfactory in form and substance to Agent.

SECTION 3. CONDITIONS TO LOANS

The obligations of Lenders to make Loans hereunder are subject to the
satisfaction of the following conditions.

3.1 CONDITIONS TO LOANS.

The obligations of Lenders to make any Loans to be made on the Closing
Date are subject to prior or concurrent satisfaction of the following
conditions:

A. COMPANY DOCUMENTS. On or before the Closing Date, Company shall
deliver or cause to be delivered to Lenders (or to Agent for Lenders with
sufficient originally executed copies, where appropriate, for each Lender and
its counsel) the following, each, unless otherwise noted, dated the Closing
Date:

(i) Certified copies of its Certificate of Incorporation, together
with a good standing certificate from the Secretary of State of the State
of Texas and each other state in which it is qualified as a foreign
corporation to do business and, to the extent generally available, a
certificate or other evidence of good standing as to payment of any
applicable franchise or similar taxes from the appropriate taxing authority
of each of such states, each dated a recent date prior to the Closing Date;

(ii) Copies of its Bylaws, certified as of the Closing Date by its
corporate secretary or an assistant secretary;

<PAGE>

(iii) Resolutions of its Board of Directors approving and authorizing
the execution, delivery and performance of this Agreement and the other
Loan Documents, certified as of the Closing Date by its corporate
secretary or an assistant secretary as being in full force and effect
without modification or amendment;

(iv) Signature and incumbency certificates of its officers executing
this Agreement and the other Loan Documents;

(v) Executed originals of this Agreement, the Notes (duly executed
in accordance with subsection 2.1E, drawn to the order of each Lender and
with appropriate insertions) and the other Loan Documents; and

(vi) Such other documents as Agent may reasonably request.

B. COMPANY'S SIGNIFICANT SUBSIDIARIES DOCUMENTS. On or before the
Closing Date, Company shall deliver or cause to be delivered to Lenders (or to
Agent for Lenders with sufficient originally executed copies, where appropriate,
for each Lender and its counsel) the following with respect to each of Company's
Significant Subsidiaries, each, unless otherwise noted, dated the Closing Date:

(i) Certified copies of its charter, together with a good standing
certificate from its jurisdiction of incorporation and of its principal
place of business, dated a recent date prior to the Closing Date;

(ii) Copies of its Bylaws, certified as of the Closing Date by its
corporate secretary or an assistant secretary;

(iii) Resolutions of its Board of Directors approving and authorizing
the execution, delivery and performance of the Guaranty and the Collateral
Documents, if any, to which it is a party, certified as of the Closing
Date by its corporate secretary or an assistant secretary as being in full
force and effect without modification or amendment; and

(iv) Signature and incumbency certificates of its officers executing
the Guaranty and the Collateral Documents, if any, to which it is a party.

C. COMPANY SHAREHOLDERS AGREEMENT. Company Shareholders Agreement shall
be in full force and effect and shall not have been amended or modified without
the consent of Agent and Requisite Lenders.

D. DOPPELT ACQUISITION. The Doppelt Acquisition shall be consummated in
accordance with the terms of the Doppelt Acquisition Agreement for an initial
aggregate purchase price not exceeding $23,025,000.

<PAGE>

E. TERMINATION OF EXISTING CREDIT AGREEMENT. Concurrently with the
making of the Loans, Company shall repay in full all indebtedness outstanding
under the Existing Credit Agreement and the obligations of the lenders
thereunder to make loans and issue letters of credit shall be terminated.

F. OPINIONS OF COUNSEL FOR COMPANY AND COMPANY'S SUBSIDIARIES. Lenders
and their respective counsel shall have received originally executed copies of
one or more favorable written opinions of Vinson & Elkins L.L.P., counsel for
Company and Company's Subsidiaries, in form and substance reasonably
satisfactory to Agent and its counsel, dated as of the Closing Date and setting
forth substantially the matters in the opinions designated in EXHIBIT V annexed
hereto and as to such other matters as Agent acting on behalf of Lenders may
reasonably request.

G. OPINIONS OF AGENT'S COUNSEL. Lenders shall have received originally
executed copies of one or more favorable written opinions of O'Melveny & Myers
LLP, counsel to Agent, dated as of the Closing Date, substantially in the form
of EXHIBIT VI annexed hereto and as to such other matters as Agent acting on
behalf of Lenders may reasonably request.

H. GUARANTIES. On or before the Closing Date, Company's Significant
Subsidiaries shall each have executed and delivered to Agent a Guaranty,
substantially in the form of EXHIBIT XII annexed hereto, each Guaranty covering
such other matters requested by Agent.

I. COLLATERAL DOCUMENTS. On or before the Closing Date, Agent shall have
received the Pledge Agreements from Company and each of Company's Significant
Subsidiaries as described in subsection 2.9A in substantially the forms of
EXHIBITS IX AND X annexed hereto, respectively. Company shall have taken or
caused to be taken such actions in such a manner so that Agent has a valid and
perfected first priority security interest in the entire Collateral (subject to
Liens consented to in writing by Agent and Requisite Lenders with respect to
such Collateral and other Liens permitted by subsection 6.2) granted by the
Collateral Documents. Such actions shall include, without limitation, the
delivery pursuant to the applicable Collateral Documents of such certificates
(which certificates shall be registered in the name of Agent or properly
endorsed in blank for transfer or accompanied by irrevocable undated stock
powers duly endorsed in blank, all in form and substance satisfactory to Agent)
representing all of the shares of capital stock required to be pledged, the
Existing Pledged Notes, the Investor Pledge Agreements, and such notes
representing all of the intercompany Indebtedness required to be pledged
pursuant to the Collateral Documents.

J. FEES. Company shall have paid to Agent, for distribution (as
appropriate) to Agent, BT Securities Corporation and Lenders, the fees payable
on the Closing Date referred to in subsection 2.3.

K. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. The
representations and warranties in Section 4 hereof are true, correct and
complete in all material

<PAGE>

respects on and as of the Closing Date to the same extent as though made on
and as of that date and that Company shall have performed in all material
respects all agreements and satisfied all conditions which this Agreement
provides shall be performed or satisfied by it on or before the Closing Date
except as otherwise disclosed to and agreed to in writing by Agent and
Requisite Lenders.

L. NO DEFAULT. No Event of Default or Potential Event of Default shall
have occurred or be caused by the making of the Loans.

M. DELIVERY OF LEVEL DETERMINATION CERTIFICATE. On the Closing Date,
Company shall deliver a Level Determination Certificate calculated utilizing the
financial statements referred to in subsection 4.3(ii).

N. COMPLETION OF PROCEEDINGS. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Agent, acting on
behalf of Lenders, and its counsel shall be satisfactory in form and substance
to Agent and such counsel, and Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as Agent may
reasonably request.

O. NOTICE OF BORROWING. On or before Closing Date, Agent shall have
received in accordance with the provisions of subsection 2.1B, an originally
executed Notice of Borrowing, in each case signed by the chief executive
officer, the chief financial officer or the treasurer of Company or by any
executive officer of Company designated by any of the above-described officers
on behalf of Company in a writing delivered to Agent.

P. NO INJUNCTION OR RESTRAINING ORDER. No order, judgment or decree
of any court, arbitrator or governmental authority shall purport to enjoin or
restrain any Lender from making the Loans to be made by it on Closing Date.

3.2 CONDITIONS TO ALL LOANS.

The obligations of Lenders to make Loans on each Funding Date are subject
to the following conditions precedent:

A. Agent shall have received before that Funding Date, in accordance with
the provisions of subsection 2.1B, an originally executed Notice of Borrowing,
in each case signed by the chief executive officer, the chief financial officer
or the treasurer of Company or by any executive officer of Company designated by
any of the above described officers on behalf of Company in a writing delivered
to Agent.

B. As of that Funding Date:

<PAGE>

(i) The representations and warranties contained herein and in the
other Loan Documents shall be true, correct and complete in all material
respects on and as of that Funding Date to the same extent as though made
on and as of that date, except to the extent such representations and
warranties shall have been true, correct and complete in all material
respects on and as of such earlier date;

(ii) No event shall have occurred and be continuing or would result
from the consummation of the borrowing contemplated by such Notice of
Borrowing that would constitute an Event of Default or a Potential Event of
Default;

(iii) Company shall have performed in all material respects all
agreements and satisfied all conditions which this Agreement provides shall
be performed or satisfied by it on that Funding Date;

(iv) No order, judgment or decree of any court, arbitrator or
governmental authority shall purport to enjoin or restrain any Lender from
making the Loans to be made by it on that Funding Date;

(v) The making of the Loans requested on such Funding Date shall not
violate any law including, without limitation, Regulation G, Regulation T,
Regulation U or Regulation X of the Board of Governors of the Federal
Reserve System; and

(vi) There shall not be pending or, to the knowledge of Company,
threatened, any action, suit, proceeding, governmental investigation or
arbitration against or affecting Company or any of its Subsidiaries or any
property of Company or any of its Subsidiaries that has not been disclosed
by Company in writing pursuant to subsection 4.6 or 5.1(viii) prior to the
making of the last preceding Loans (or, in the case of the initial Loans,
prior to the execution of this Agreement), and there shall have occurred no
development not so disclosed in any such action, suit, proceeding,
governmental investigation or arbitration so disclosed, that, in either
event, in the opinion of Agent or Requisite Lenders, would be expected to
have a Material Adverse Effect; and no injunction or other restraining
order to be issued shall be pending or noticed with respect to any action,
suit or proceeding seeking to enjoin or otherwise prevent the consummation
of, or to recover any damages or obtain relief as a result of, the
transactions contemplated by this Agreement or the making of the Loans.

SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement and to induce
other Lenders to purchase participations therein, Company represents and
warrants to each Lender, on the date of this Agreement, and on the Closing Date,
that the following statements are true, correct and complete:

<PAGE>

4.1 ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
SUBSIDIARIES.

A. ORGANIZATION AND POWERS. Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Texas. Company has all requisite corporate power and authority to own and
operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents and to carry out
the transactions contemplated thereby.

B. QUALIFICATION AND GOOD STANDING. Company is qualified to do
business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations,
except in jurisdictions where the failure to be so qualified or in good
standing has not had and will not have a Material Adverse Effect.

C. CONDUCT OF BUSINESS. Company and its Subsidiaries are engaged
only in the businesses permitted to be engaged in pursuant to subsection 6.12.

D. SUBSIDIARIES. All of the Subsidiaries of Company are
identified in SCHEDULE 4.1D annexed hereto, as such SCHEDULE 4.1D may be
supplemented from time to time pursuant to the provisions of subsection
5.1(xiii). The capital stock or partnership interests or limited liability
company interests of each of the Subsidiaries of Company identified in
SCHEDULE 4.1D annexed hereto (as so supplemented) is duly authorized, validly
issued, fully paid and nonassessable, as applicable, and none of such capital
stock constitutes Margin Stock. Each of the Subsidiaries of Company
identified in SCHEDULE 4.1D annexed hereto (as so supplemented) is a
corporation duly organized, or a general partnership or limited partnership
or a limited liability company duly formed, and is validly existing and in
good standing under the laws of its respective jurisdiction of incorporation
or formation set forth therein, has all requisite corporate or partnership
power and authority to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted, and is qualified
to do business and in good standing in every jurisdiction where its assets
are located and wherever necessary to carry out its business and operations,
in each case except where failure to be so qualified or in good standing or a
lack of such corporate or partnership power and authority has not had and
will not have a Material Adverse Effect. SCHEDULE 4.1D annexed hereto (as so
supplemented) correctly sets forth the ownership interest of Company and each
of its Subsidiaries in each of the Subsidiaries of Company identified therein.

E. SIGNIFICANT SUBSIDIARIES. All of the Significant Subsidiaries
of Company are identified in SCHEDULE 4.1E, annexed hereto, as such schedule
may be supplemented from time to time pursuant to the provisions of
subsection 5.1(xiv).

4.2 AUTHORIZATION OF BORROWING, ETC.

43
<PAGE>

A. AUTHORIZATION OF BORROWING. The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
corporate action on the part of Company.

B. NO CONFLICT. The execution, delivery and performance by
Company of the Loan Documents and the consummation of the transactions
contemplated by the Loan Documents do not and will not (i) except as would
not have a Material Adverse Effect, violate any provision of any law or any
governmental rule or regulation applicable to Company or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of
Company or any of its Subsidiaries or any order, judgment or decree of any
court or other agency of government binding on Company or any of its
Subsidiaries, (ii) except as would not have a Material Adverse Effect,
conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any Contractual Obligation of Company or any
of its Subsidiaries, (iii) result in or require the creation or imposition of
any Lien upon any of the properties or assets of Company or any of its
Subsidiaries (other than any Liens created under any of the Loan Documents in
favor of Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of Company or any of its Subsidiaries, except for such approvals
or consents which will be obtained on or before the Closing Date and
disclosed in writing to Lenders.

C. GOVERNMENTAL CONSENTS. The execution, delivery and
performance by Company of the Loan Documents and the consummation of the
transactions contemplated by the Loan Documents do not and will not require
any registration with, consent or approval of, or notice to, or other action
to, with or by, any federal, state or other governmental authority or
regulatory body except for customary UCC filings.

D. BINDING OBLIGATION. Each of the Loan Documents has been duly
executed and delivered by Company and is the legally valid and binding
obligation of Company, enforceable against Company in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

E. VALID ISSUANCE OF COMPANY COMMON STOCK. The Company Common
Stock is duly and validly issued, fully paid and nonassessable. No
stockholder of Company has or will have any preemptive rights to subscribe
for any additional equity Securities of Company. The issuance and sale of
such Company Common Stock, upon such issuance and sale, will either (a) have
been registered or qualified under applicable federal and state securities
laws or (b) be exempt therefrom.

4.3 FINANCIAL CONDITION.

Company has heretofore delivered to Lenders, at Lenders' request,
the following financial statements and information: (i) the unaudited
consolidated balance sheet of

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Company and its Subsidiaries as at December 31, 1996 prepared by a certified
public accountant acceptable to Agent and the related consolidated statement
of income, stockholders' equity and cash flows of Company and its
Subsidiaries for the Fiscal Year then ended and (ii) the unaudited
consolidated balance sheets of Company and its Subsidiaries as at March 31,
1997 and the related unaudited consolidated statements of income and
stockholders' equity of Company and its Subsidiaries for the three months
then ended. All such statements were prepared in conformity with GAAP and
fairly present the financial position (on a consolidated and, where
applicable, consolidating basis) of the entities described in such financial
statements as at the respective dates thereof and the results of operations
and annual cash flows (on a consolidated and, where applicable, consolidating
basis) of the entities described therein for each of the periods then ended,
subject, in the case of any such unaudited financial statements, to changes
resulting from audit and normal year-end adjustments and the absence of full
footnotes. Quarterly statements will not reflect audit adjustments. As of
the Closing Date, Company does not (and will not following the funding of the
Loans) have any Contingent Obligation, contingent liability or liability for
taxes, long-term lease or unusual forward or long-term commitment that is not
reflected in the foregoing financial statements described in clauses (i) and
(ii) above or the notes thereto or in Company's periodic reports filed with
the Securities and Exchange Commission and which in any such case is material
in relation to the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Company or any of its Subsidiaries.

4.4 NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

Since December 31, 1996, no event or change has occurred that has
caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect. Neither Company nor any of its Subsidiaries has directly or
indirectly declared, ordered, paid or made, or set apart any sum or property
for, any Restricted Junior Payment or agreed to do so except as permitted by
subsection 6.5.

4.5 TITLE TO PROPERTIES; LIENS.

Company and its Subsidiaries have (i) good, sufficient and legal
title to (in the case of fee interests in real property), (ii) valid
leasehold interests in (in the case of leasehold interests in real or
personal property), or (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in the
financial statements referred to in subsection 4.3 or in the most recent
financial statements delivered pursuant to subsection 5.1, in each case
except for assets disposed of since the date of such financial statements in
the ordinary course of business or as otherwise permitted under subsection
6.7. Except as permitted by this Agreement (including, without limitation,
subsection 6.2), all such properties and assets are free and clear of Liens.

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4.6 LITIGATION; ADVERSE FACTS.

Except as set forth in SCHEDULE 4.6 annexed hereto, there are no
actions, suits, proceedings, arbitrations or governmental investigations
(whether or not purportedly on behalf of Company or any of its Subsidiaries)
at law or in equity or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, pending or, to the knowledge of
Company, threatened against or affecting Company or any of its Subsidiaries
or any property of Company or any of its Subsidiaries that, individually or
in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. Neither Company nor any of its Subsidiaries is (i) in
violation of any applicable laws that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect or (ii)
subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect.

4.7 PAYMENT OF TAXES.

Except to the extent permitted by subsection 5.3, all tax returns
and reports of Company and its Subsidiaries required to be filed by any of
them have been timely filed, and all taxes, assessments, fees and other
governmental charges upon Company and its Subsidiaries and upon their
respective properties, assets, income, businesses and franchises which are
due and payable have been paid when due and payable, and Company knows of no
proposed tax assessment against Company or any of its Subsidiaries, in each
case which is not being actively contested by Company or such Subsidiary in
good faith and by appropriate proceedings; PROVIDED that such reserves or
other appropriate provisions, if any, as shall be required in conformity with
GAAP shall have been made or provided therefor.

4.8 PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS.

A. Neither Company nor any of its Subsidiaries is in default in
the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and
no condition exists that, with the giving of notice or the lapse of time or
both, would constitute such a default, except where the consequences, direct
or indirect, of such default or defaults, if any, would not have a Material
Adverse Effect.

B. Neither Company nor any of its Subsidiaries is a party to or
is otherwise subject to any agreements or instruments or any charter or other
internal restrictions which, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

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4.9 GOVERNMENTAL REGULATION.

Neither Company nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940
or under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any
portion of the Obligations unenforceable.

4.10 SECURITIES ACTIVITIES.

A. Neither Company nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock.

B. Following application of the proceeds of each Loan, not more
than 25% of the value of the assets (either of Company only or of Company and
its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 6.2 or 6.7 or subject to any restriction contained in any
agreement or instrument, between Company and any Lender or any Affiliate of
any Lender, relating to Indebtedness and within the scope of subsection 7.2,
will be Margin Stock.

4.11 EMPLOYEE BENEFIT PLANS.

A. Company and each of its ERISA Affiliates are in compliance in
all material respects with all applicable provisions and requirements of
ERISA and the regulations and published interpretations thereunder with
respect to each Employee Benefit Plan, and have performed all their
obligations in all material respects under each Employee Benefit Plan.

B. No ERISA Event has occurred or is reasonably expected to occur.

C. Except to the extent required under Section 4980B of the
Internal Revenue Code or state law conversion right or except as set forth in
SCHEDULE 4.11 annexed hereto, no Employee Benefit Plan provides health or
welfare benefits (through the purchase of insurance or otherwise) for any
retired or former employees of Company or any of its ERISA Affiliates.

D. As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $1,000,000.

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<PAGE>

4.12 CERTAIN FEES.

No broker's or finder's fee or commission will be payable with
respect to this Agreement or any of the transactions contemplated hereby, and
Company hereby indemnifies Lenders against, and agrees that it will hold
Lenders harmless from, any claim, demand or liability for any such broker's
or finder's fees alleged to have been incurred in connection herewith or
therewith and any expenses (including reasonable fees, expenses and
disbursements of counsel) arising in connection with any such claim, demand
or liability.

4.13 ENVIRONMENTAL PROTECTION.

Except as set forth in SCHEDULE 4.13 annexed hereto:

(i) to the best knowledge of Company, the operations of
Company and each of its Subsidiaries (including, without limitation,
all operations and conditions at or in the Facilities) comply in all
material respects with all Environmental Laws;

(ii) none of the operations of Company or any of its
Subsidiaries is subject to any judicial or administrative proceeding
alleging the violation of or liability under any Environmental Laws
which if adversely determined could reasonably be expected to have a
Material Adverse Effect; and

(iii) neither Company nor any of its Subsidiaries nor any of
their respective Facilities or operations are subject to any
outstanding written order or agreement with any governmental
authority or private party relating to (a) prior administrative or
judicial proceedings relating to the violation by Company or such
Subsidiary of any Environmental Laws or (b) any Environmental Claims.

4.14 EMPLOYEE MATTERS.

There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect.

4.15 SOLVENCY.

Company and each of its Significant Subsidiaries is and, upon the
incurrence of any Obligations by Company on any date on which this
representation is made, will be, Solvent.

4.16 DISCLOSURE.

No representation or warranty of Company or any of its Subsidiaries
contained in any Loan Document or in any other document, certificate or
written statement furnished to

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<PAGE>

Lenders by or on behalf of Company or any of its Subsidiaries for use in
connection with the transactions contemplated by this Agreement contains any
untrue statement of a material fact or omits to state a material fact (known
to Company, in the case of any document not furnished by it) necessary in
order to make the statements contained herein or therein not misleading in
light of the circumstances in which the same were made. Any projections and
PRO FORMA financial information contained in such materials are based upon
good faith estimates and assumptions believed by Company to be reasonable at
the time made, it being recognized by Lenders that such projections as to
future events are not to be viewed as facts and that actual results during
the period or periods covered by any such projections may differ from the
projected results. There are no facts known (or which should upon the
reasonable exercise of diligence be known) to Company (other than matters of
a general economic nature) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect and that have
not been disclosed herein or in such other documents, certificates and
statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

4.17 SECURITY INTERESTS.

The Liens granted to Agent on behalf of Lenders by the Pledging
Shareholders, Company and Company's Subsidiaries pursuant to the Collateral
Documents are perfected first priority Liens (except for Liens provided for
in clauses (i) through (ix) of the definition of "Permitted Encumbrances") in
the Collateral described therein including the proceeds and products thereof.

4.18 CALIBER PROGRAM.

All leases entered into by Company and Company's Subsidiaries
pursuant to the Caliber Program are Operating Leases.

SECTION 5. COMPANY'S AFFIRMATIVE COVENANTS

Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations unless Requisite Lenders shall otherwise
give prior written consent, Company shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 5.

5.1 FINANCIAL STATEMENTS AND OTHER REPORTS.

Company will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance
with sound business practices sufficient to permit preparation of financial
statements in conformity with GAAP. Company will deliver to Agent and
Lenders:

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(i) MONTHLY FINANCIALS: as soon as available and in any event
within 30 days after the end of each month ending after the Closing
Date, the consolidated statement of income of Company and its
Subsidiaries and the statement of income for each business division for
such month and for the period from the beginning of the then current
Fiscal Year to the end of such month, setting forth in each case in
comparative form the corresponding figures for the corresponding periods
of the previous Fiscal Year and the corresponding figures from the
financial plan for the current Fiscal Year, to the extent prepared on a
monthly basis, all in reasonable detail and certified by the chief
financial officer of Company that they fairly present the results of
operations of Company and its Subsidiaries for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments;

(ii) QUARTERLY FINANCIALS: as soon as available and in any event
within 45 days after the end of each Fiscal Quarter, with respect to
Company and its Subsidiaries (a) the consolidated balance sheets thereof
as at the end of such Fiscal Quarter and the related consolidated
statements of income and stockholders' equity thereof for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods
of the previous Fiscal Year and the corresponding figures from the
financial plan for the current Fiscal Year, all in reasonable detail and
certified by the chief financial officer of Company that they fairly
present the financial condition of Company and its Subsidiaries, as at
the dates indicated and the results of their operations and their cash
flows for the periods indicated, subject to changes resulting from audit
and normal year-end adjustments, and (b) a narrative report describing
the operations thereof in the form prepared for presentation to senior
management for such Fiscal Quarter and for the period from the beginning
of the then current Fiscal Year to the end of such Fiscal Quarter;

(iii) YEAR-END FINANCIALS: as soon as available and in any event
within 180 days after the end of each Fiscal Year, with respect to
Company and its Subsidiaries, (a) the consolidated and consolidating
balance sheets thereof as at the end of such Fiscal Year and the related
consolidated and consolidating statements of income, stockholders'
equity and cash flows thereof for such Fiscal Year, setting forth in
each case in comparative form the corresponding figures for the previous
Fiscal Year, all in reasonable detail and certified by the chief
financial officer of Company that they fairly present the financial
condition of Company and its Subsidiaries and as at the dates indicated
and the results of their operations and their cash flows for the periods
indicated, (b) a narrative report describing the operations thereof in
the form prepared for presentation to senior management for such Fiscal
Year, and (c) in the case of such consolidated financial statements, a
report thereon of [Ernst & Young LLP] or other independent certified
public accountants of recognized national standing selected by Company
which report shall be unqualified, shall express no doubts about the
ability of Company and its Subsidiaries to continue as a going concern,
and shall state that such consolidated financial statements fairly
present, in all material respects, the

50
<PAGE>

consolidated financial position of Company and its Subsidiaries, as at the
dates indicated and the results of their operations and their cash flows
for the periods indicated in conformity with GAAP (except as otherwise
disclosed in such financial statements) and that the audit by such
accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards;

(iv) OFFICERS' AND COMPLIANCE CERTIFICATES: together with each
delivery of financial statements of Company and its Subsidiaries
pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers'
Certificate of Company stating that the signers have reviewed the terms
of this Agreement and have made, or caused to be made under their
supervision, a review in reasonable detail of the transactions and
condition of Company and its Subsidiaries during the accounting period
covered by such financial statements and that such review has not
disclosed the existence during or at the end of such accounting period,
and that the signers do not have knowledge of the existence as at the
date of such Officers' Certificate, of any condition or event that
constitutes an Event of Default or Potential Event of Default, or, if
any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action Company has taken, is taking
and proposes to take with respect thereto; and (b) a Compliance
Certificate demonstrating in reasonable detail compliance during and at
the end of the applicable accounting periods with the restrictions
contained in Section 6;

(v) ACCOUNTANTS' CERTIFICATION: together with each delivery of
consolidated financial statements of Company and its Subsidiaries
pursuant to subdivision (iii) above, a written statement by the
independent certified public accountants giving the report thereon (a)
stating that their audit has included a review of the terms of this
Agreement and the other Loan Documents as they relate to accounting
matters, (b) stating whether, in connection with their audit, any
condition or event that constitutes an Event of Default or Potential
Event of Default has come to their attention and, if such a condition or
event has come to their attention, specifying the nature and period of
existence thereof; PROVIDED that such accountants shall not be liable by
reason of any failure to obtain knowledge of any such Event of Default
or Potential Event of Default that would not be disclosed in the course
of their audit, and (c) stating that based on their audit nothing has
come to their attention that causes them to believe either or both that
the information contained in the certificates delivered therewith
pursuant to subdivision (iv) above is not correct or that the matters
set forth in the Compliance Certificates delivered therewith pursuant to
clause (b) of subdivision (iv) above for the applicable Fiscal Year are
not stated in accordance with the terms of this Agreement;

(vi) ACCOUNTANTS' REPORTS: promptly upon receipt thereof (unless
restricted by applicable professional standards), copies of all reports
submitted to Company by independent certified public accountants in
connection with each annual, interim or special audit of the financial
statements of Company and its Subsidiaries made by such

51
<PAGE>

accountants, including, without limitation, any comment letter submitted
by such accountants to management in connection with their annual audit;

(vii) EVENTS OF DEFAULT, ETC.: promptly upon any officer of
Company obtaining knowledge (a) of any condition or event that
constitutes an Event of Default or Potential Event of Default, or
becoming aware that any Lender has given any notice (other than to
Agent) or taken any other action with respect to a claimed Event of
Default or Potential Event of Default, (b) that any Person has given any
notice to Company or any of its Subsidiaries or taken any other action
with respect to a claimed default or event or condition of the type
referred to in subsection 7.2, (c) of the occurrence of any event or
change that has caused or evidences, either in any case or in the
aggregate, a Material Adverse Effect, an Officers' Certificate
specifying the nature and period of existence of such condition, event
or change, or specifying the notice given or action taken by any such
Person and the nature of such claimed Event of Default, Potential Event
of Default, default, event or condition, and what action Company has
taken, is taking and proposes to take with respect thereto;

(viii) LITIGATION OR OTHER PROCEEDINGS: promptly upon any
officer of Company obtaining knowledge of (X) the institution of, or
non-frivolous threat of, any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration against or affecting Company or any of its Subsidiaries or
any property of Company or any of its Subsidiaries (collectively,
"PROCEEDINGS") not previously disclosed in writing by Company to Lenders
or (Y) any material development in any Proceeding that, in any case:

(1) if adversely determined, has a reasonable possibility of
giving rise to a Material Adverse Effect; or

(2) seeks to enjoin or otherwise prevent the consummation of,
or to recover any damages or obtain relief as a result of, the
transactions contemplated hereby;

written notice thereof together with such other information as may be
reasonably available to Company to enable Lenders and their counsel to
evaluate such matters, and promptly after request by Agent such other
information as may be reasonably requested by Agent to enable Agent and
its counsel to evaluate any of such Proceedings;

(ix) ERISA EVENTS: promptly upon becoming aware of the occurrence
of or forthcoming occurrence of any ERISA Event, a written notice
specifying the nature thereof, what action Company or any of its ERISA
Affiliates has taken, is taking or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue
Service, the Department of Labor or the PBGC with respect thereto;

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<PAGE>

(x) ERISA NOTICES: with reasonable promptness, copies of (a) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by Company or any of its ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan; (b) all notices received by
Company or any of its ERISA Affiliates from a Multiemployer Plan sponsor
concerning an ERISA Event; and (c) such other documents or governmental
reports or filings relating to any Employee Benefit Plan as Agent shall
reasonably request;

(xi) LEVEL DETERMINATION CERTIFICATE: not later than concurrently
with the delivery of the financial statements required under subsections
5.1(ii) and 5.1(iii), Company shall deliver a Level Determination
Certificate relating to the Fiscal Quarter most recently ended;

(xii) PERMITTED ACQUISITIONS: as soon as available (a) to the
extent reasonably available, the consolidated balance sheets and the
related consolidated statements of income, stockholders' equity and cash
flows of any entity subject to a Permitted Acquisition and its Subsidiaries
as at the end of the three prior fiscal years, (b) the PRO FORMA
consolidated balance sheets and the related consolidated statements of
income, stockholders' equity and cash flows of Company and its Subsidiaries
for the Fiscal Year in which any Permitted Acquisition shall be made, after
giving effect to such Permitted Acquisition, (c) a calculation of the Total
Leverage Ratio giving effect to the Permitted Acquisition, and (d) the
projected pro forma EBITDA after giving effect to the Permitted Acquisition
(which shall be an annualized projected amount which once established for
an acquired business shall not change in subsequent fiscal periods except
as otherwise provided herein), each such projected amount to be deemed
acceptable to Requisite Lenders in the absence of written objection thereto
by Requisite Lenders on or before the tenth day following receipt of such
projected amount and may be subsequently revised with the consent of
Requisite Lenders from time to time;

(xiii) SUBSIDIARIES: promptly upon any Person becoming a Subsidiary
of Company, a written notice setting forth with respect to such Person (a)
the date on which such Person became a Subsidiary of Company, respectively,
and (b) all of the data required to be set forth in SCHEDULE 4.1D annexed
hereto with respect to all Subsidiaries of Company (it being understood
that such written notice shall be deemed to supplement SCHEDULE 4.1D
annexed hereto for all purposes of this Agreement);

(xiv) SIGNIFICANT SUBSIDIARIES: promptly upon any Person becoming a
Significant Subsidiary of Company, a written notice setting forth with
respect to such Person (a) the date on which such Person became a
Significant Subsidiary of Company, respectively, and (b) all of the data
required to be set forth in SCHEDULE 4.1E annexed hereto with respect to
all Significant Subsidiaries of Company (it being understood that such
written notice shall be deemed to supplement SCHEDULE 4.1E annexed hereto
for all purposes of this Agreement);

<PAGE>

(xv) MONTHLY REPORT ON IPO: not later than concurrently with the
delivery of the financial statements required under subsection 5.1(i), a
written report with updates on the progress and status of the IPO in detail
reasonably satisfactory to Agent and the Lenders;

(xvi) 1996 FINANCIALS: as soon as possible, and no later than 30
days after the same becomes available, Company shall deliver to Agent,
audited consolidated balance sheets of Company and its Subsidiaries as at
December 31, 1996; and

(xvii) OTHER INFORMATION: with reasonable promptness, such other
information and data with respect to Company or any of its Subsidiaries as
from time to time may be reasonably requested by any Lender.

5.2 CORPORATE EXISTENCE, ETC.

Except as permitted under subsection 6.7, Company will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and
effect its corporate existence and all rights and franchises material to its
business.

5.3 PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

A. Company will, and will cause each of its Subsidiaries to, pay all
taxes, assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including,
without limitation, claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; PROVIDED that no such charge or claim
need be paid if being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor.

B. Company will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person (other than Company or any of its Subsidiaries).

5.4 MAINTENANCE OF PROPERTIES; INSURANCE.

Company will, and will cause each of its Subsidiaries to, maintain or
cause to be maintained in good repair, working order and condition, ordinary
wear and tear excepted, all material properties used in the business of Company
and its Subsidiaries (including, without limitation, Intellectual Property) and
from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof. Company will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to its

<PAGE>

properties and business and the properties and businesses of its Subsidiaries
against loss or damage of the kinds customarily carried or maintained under
similar circumstances by corporations of established reputation engaged in
similar businesses.

5.5 INSPECTION; LENDER MEETING.

Company shall, and shall cause each of its Subsidiaries to, permit any
authorized representatives designated by any Lender to visit and inspect any of
the properties of Company or any of its Subsidiaries, including its and their
financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Company
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may be reasonably requested. Without in any way limiting the
foregoing, Company will, upon the request of Agent or Requisite Lenders,
participate in a meeting of Agent and Lenders once during each Fiscal Year to be
held at Company's corporate offices (or such other location as may be agreed to
by Company and Agent) at such time as may be agreed to by Company and Agent.

5.6 COMPLIANCE WITH LAWS, ETC.

Company shall, and shall cause each of its Subsidiaries to, comply
with the requirements of all applicable laws, rules, regulations and orders of
any governmental authority, noncompliance with which could reasonably be
expected to cause a Material Adverse Effect.

5.7 ENVIRONMENTAL DISCLOSURE AND INSPECTION.

A. Company shall, and shall cause each of its Subsidiaries to,
exercise all due diligence to comply and cause (i) all tenants under any leases
or occupancy agreements affecting any portion of the Facilities and (ii) all
other Persons on or occupying such property, to comply with all Environmental
Laws.

B. Company agrees that Agent may, from time to time and in its sole
and absolute discretion, retain, at Company's expense, an independent
professional consultant to review any report relating to Hazardous Materials
prepared by or for Company in the context of an Environmental Claim against
Company or Release or threatened Release of Hazardous Materials. Company and
Agent hereby acknowledge and agree that any report of any investigation
conducted at the request of Agent will be obtained and shall be used by Agent
and Lenders for the purposes of Lenders' internal credit decisions, to monitor
and police the Loans and to protect Lenders' security interests, if any, created
by the Loan Documents. Agent agrees to deliver a copy of any such report to
Company with the understanding that Company acknowledges and agrees that (i) it
will indemnify and hold harmless Agent and each Lender from any costs, losses or
liabilities relating to Company's use of or reliance on such report,

<PAGE>

(ii) neither Agent nor any Lender makes any representation or warranty with
respect to such report, and (iii) by delivering such report to Company, neither
Agent nor any Lender is requiring or recommending the implementation of any
suggestions or recommendations contained in such report.

C. Company shall promptly advise Lenders in writing and in
reasonable detail of (i) any remedial action taken by Company or any other
Person in response to (x) any Hazardous Materials on, under or about any
Facility, the existence of which has a reasonable possibility of resulting in an
Environmental Claim having a Material Adverse Effect, or (y) any Environmental
Claim that could have a Material Adverse Effect and (ii) any request for
information from any governmental agency that suggests such agency is
investigating whether Company or any of its Subsidiaries may be potentially
responsible for a Release of Hazardous Materials.

D. Company shall promptly notify Lenders of (i) any proposed
acquisition of stock, assets, or property by Company or any of its
Subsidiaries that could reasonably be expected to expose Company or any of
its Subsidiaries to, or result in, Environmental Claims that could have a
Material Adverse Effect or that could reasonably be expected to have a
material adverse effect on any Governmental Authorization then held by
Company or any of its Subsidiaries and (ii) any proposed action to be taken
by Company or any of its Subsidiaries to commence manufacturing, industrial
or other operations that could reasonably be expected to subject Company or
any of its Subsidiaries to additional laws, rules or regulations, including,
without limitation, laws, rules and regulations requiring additional
environmental permits or licenses.

E. Company shall, at its own expense, provide copies of such
documents or information as Agent may reasonably request in relation to any
matters disclosed pursuant to this subsection 5.7.

5.8 COMPANY'S REMEDIAL ACTION REGARDING HAZARDOUS MATERIALS.

Company shall promptly take, and shall cause each of its Subsidiaries
promptly to take, any and all necessary remedial action in connection with the
presence, storage, use, disposal, transportation or Release of any Hazardous
Materials on, under or about any Facility in order to comply with all applicable
Environmental Laws and Governmental Authorizations except when, and only to the
extent that, Company's or such Subsidiary's liability for such presence,
storage, use, disposal, transportation or discharge of any Hazardous Materials
is being contested in good faith by Company or such Subsidiary. In the event
Company or any of its Subsidiaries undertakes any remedial action with respect
to any Hazardous Materials on, under or about any Facility, Company or such
Subsidiary shall conduct and complete such remedial action in compliance with
all applicable Environmental Laws, and in accordance with the policies, orders
and directives of all federal, state and local governmental authorities except
when, and only to the extent that, Company's or such Subsidiary's liability for
such presence,

<PAGE>

storage, use, disposal, transportation or discharge of any Hazardous
Materials is being contested in good faith by Company or such Subsidiary.

5.9 COLLATERAL DOCUMENTS; FURTHER ASSURANCES.

Company from time to time shall or shall cause the Pledging
Shareholders (other than Crow Family Partnership L.P. and J. McDonald Williams)
and Company's Subsidiaries to execute, deliver and file all such notices,
statements and other documents and take such other steps, including but not
limited to the amendment of the Collateral Documents and any financing
statements prepared thereunder, as may be reasonably necessary or advisable, or
that Agent may reasonably request, to render fully valid and enforceable under
all applicable laws, the rights, liens and priorities of Agent on behalf of
Lenders with respect to all security from time to time furnished under this
Agreement or the Collateral Documents or intended to be so furnished in each
case in such form and at such times as shall be reasonably satisfactory to
Agent.

5.10 NEW SUBSIDIARIES.

Company will notify Lenders promptly if it or any of its wholly-owned
Subsidiaries hereafter acquires or forms a new Significant Subsidiary and will
pledge or cause to be pledged all of the capital stock, partnership interest,
membership interests or other beneficial interests in each such Significant
Subsidiary (if wholly-owned by Company, any wholly-owned Subsidiary of Company,
or any combination thereof) pursuant to Company's Pledge Agreement or such
Subsidiary's Pledge Agreement. Company will also cause each such Significant
Subsidiary to guaranty the Obligations of Company hereunder, pursuant to
documentation in form and substance satisfactory to Agent.

SECTION 6. COMPANY'S NEGATIVE COVENANTS

Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations, unless Requisite Lenders shall otherwise
give prior written consent, Company shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 6.

6.1 INDEBTEDNESS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

(i) Company may become and remain liable with respect to the
Obligations;

<PAGE>

(ii) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations permitted by subsection 6.4 and, upon any
matured obligations actually arising pursuant thereto, the Indebtedness
corresponding to the Contingent Obligations so extinguished;

(iii) Company may become and remain liable with respect to
Indebtedness to any of its Subsidiaries, and any Subsidiary of Company may
become and remain liable with respect to Indebtedness to Company or any
other Subsidiary of Company; PROVIDED that the aggregate amount of such
intercompany Indebtedness owed to Company by Subsidiaries which are not
wholly-owned shall not at any time exceed $2,000,000; PROVIDED further that
(a) all such intercompany Indebtedness shall be evidenced by promissory
notes, (b) all such intercompany Indebtedness owed by Company to any of its
Subsidiaries shall be subordinated in right of payment to the payment in
full of the Obligations pursuant to the terms of the applicable promissory
notes or an intercompany subordination agreement, and (c) any payment by
any Subsidiary of Company under any guaranty of the Obligations shall
result in a PRO TANTO reduction of the amount of any intercompany
Indebtedness owed by such Subsidiary to Company or to any of its
Subsidiaries for whose benefit such payment is made;

(iv) Company and its Subsidiaries, as applicable, may remain liable
with respect to Indebtedness described in SCHEDULE 6.1 annexed hereto; and

(v) Company and its Subsidiaries may become and remain liable with
respect to any Indebtedness for Permitted Development Expenditures in an
aggregate principal amount not to exceed $120,000,000 at any time
outstanding.

Notwithstanding any provision of this subsection 6.1 to the contrary (a)
the total Indebtedness of Company and its Subsidiaries permitted under this
subsection 6.1 shall not exceed the aggregate principal amount of $156,000,000
at any time outstanding, and (b) the total Indebtedness of Company and its
Subsidiaries (other than Indebtedness for Permitted Development Expenditures
permitted under clause (v) of this subsection 6.1) shall not exceed the
aggregate principal amount of $36,000,000 at any time outstanding.

6.2 LIENS AND RELATED MATTERS.

A. PROHIBITION ON LIENS. Company shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the Uniform Commercial Code of any State or under any similar
recording or notice statute, except:

<PAGE>

(i) Permitted Encumbrances; and

(ii) Liens described in SCHEDULE 6.2 annexed hereto.

B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 6.2A, it shall make or cause to be made
effective provision whereby the Obligations will be secured by such Lien
equally and ratably with any and all other Indebtedness secured thereby as
long as any such Indebtedness shall be so secured; PROVIDED that,
notwithstanding the foregoing, this covenant shall not be construed as a
consent by Requisite Lenders to the creation or assumption of any such Lien
not permitted by the provisions of subsection 6.2A.

C. NO FURTHER NEGATIVE PLEDGES. Except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale, neither Company nor any
of its Subsidiaries shall enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired.

D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES. Except as provided herein or described on SCHEDULE 6.2, Company
will not, and will not permit any of its Subsidiaries to, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any such Subsidiary to (i) pay
dividends or make any other distributions on any of such Subsidiary's capital
stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay
any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of
Company, (iii) make loans or advances to Company or any other Subsidiary of
Company, or (iv) transfer any of its property or assets to Company or any other
Subsidiary of Company.

6.3 INVESTMENTS; JOINT VENTURES.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, except:

(i) Company and its Subsidiaries may make and own Investments in
Cash Equivalents;

(ii) Company and its Subsidiaries may continue to own the Investments
owned by them as of the Closing Date in any Subsidiaries of Company;

(iii) Company and its Subsidiaries may make intercompany loans to
the extent permitted under subsection 6.1(iv) and Company may make loans to
joint ventures not constituting Subsidiaries in an aggregate amount not
exceeding $2,000,000

<PAGE>

at any time except for loans constituting Permitted Development
Expenditures made in accordance with subsection 6.1(v);

(iv) Company and its Subsidiaries may make or own Investments in
Development Properties that constitute Permitted Development Expenditures;

(v) Company and its Subsidiaries may make Consolidated Capital
Expenditures permitted by subsection 6.8;

(vi) Company and its Subsidiaries may continue to own the
Investments owned by them and described in SCHEDULE 6.3 annexed hereto;

(vii) Company and its Subsidiaries may own Investments consisting
of incentive or appreciation rights under management contracts; and

(viii) Company and its Subsidiaries may make and own other Investments
in an aggregate amount not to exceed at any time $500,000.

6.4 CONTINGENT OBLIGATIONS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

(i) Company may become and remain liable with respect to Contingent
Obligations under Interest Rate Agreements entered into for the purpose of
hedging against fluctuations of floating interests rates on Indebtedness of
Company and its Subsidiaries;

(ii) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of customary indemnification
obligations incurred in property management, brokerage, infrastructure
management and related types of real estate service agreements and purchase
price adjustment obligations incurred in connection with Asset Sales or
other sales of assets;

(iii) Company and its Subsidiaries may become and remain liable
with respect to Contingent Obligations in respect of any Indebtedness of
Company or any of its Subsidiaries permitted by subsection 6.1 and in
respect of any Investments of Company or any of its Subsidiaries permitted
by subsection 6.3;

(iv) Company and its Subsidiaries, as applicable, may remain liable
with respect to Contingent Obligations described in SCHEDULE 6.4 annexed
hereto;

<PAGE>

(v) Company may guaranty the obligations (other than obligations
constituting Indebtedness) of its Subsidiaries incurred in the ordinary
course of business; and

(vi) Each of Company's Significant Subsidiaries may become and remain
liable with respect to Contingent Obligations under its Guaranty.

Notwithstanding any provision of this subsection 6.4 to the contrary, the
maximum aggregate liability, contingent or otherwise, of Company and its
Subsidiaries in respect of all Contingent Obligations (including, without
limitation, all Contingent Liabilities specified in clauses (i) through (vi) of
this subsection 6.4, but excluding completion guaranties relating to loans
secured by Liens on Development Properties) shall not at any time exceed
$120,000,000.

6.5 RESTRICTED JUNIOR PAYMENTS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment, except (i) the profit sharing distribution and
special dividends to be paid and declared by Company in an aggregate amount not
to exceed $19,000,000, and (ii) any payment made by Company to a shareholder in
accordance with the stock repurchase provisions of Article III of the Company
Shareholders Agreement.

6.6 FINANCIAL COVENANTS.

A. MINIMUM INTEREST COVERAGE RATIO. Company shall not permit the ratio
of (i) Consolidated Adjusted EBITDA to (ii) Consolidated Interest Expense for
any four-Fiscal Quarter period ending as of the last day of any Fiscal Quarter
to be less than 4.00 to 1.00.

B. MINIMUM CONSOLIDATED NET WORTH. Company shall not permit Consolidated
Net Worth at any time to be less than $43,000,000.

C. MAXIMUM LEVERAGE RATIO. Company shall not permit the ratio of
(i) Consolidated Total Debt as of the last day of any Fiscal Quarter to
(ii) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on
such last day to exceed 3.00 to 1.00.

6.7 RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS.

Company shall not, and shall not permit any of its Subsidiaries to,
enter into any transaction of merger or consolidation, or liquidate, wind-up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease, sub-lease, transfer or otherwise dispose of, in one transaction or a
series of transactions, all or any part of its business, property or fixed
assets, whether now owned or hereafter acquired, or acquire by purchase or
otherwise all or substantially all the business, property or fixed assets of, or
stock or other evidence of

<PAGE>

beneficial ownership of, any Person or any division or line of business of
any Person, except that:

(i) any Subsidiary of Company may be merged with or into Company or
any wholly-owned Subsidiary of Company, or be liquidated, wound up or
dissolved, or all or any part of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one
transaction or a series of transactions, to Company or any wholly-owned
Subsidiary of Company; PROVIDED that, in the case of such a merger, Company
or such wholly-owned Subsidiary shall be the continuing or surviving
corporation;

(ii) Company and its Subsidiaries may make Consolidated Capital
Expenditures permitted under subsection 6.8;

(iii) Company and its Subsidiaries may sell or otherwise dispose
of assets in transactions that do not constitute Asset Sales; PROVIDED that
the consideration received for such assets shall be in an amount at least
equal to the fair market value thereof;

(iv) subject to subsection 6.12, Company and its Subsidiaries may
make Asset Sales of assets having a fair market value not in excess of
$1,000,000; PROVIDED that (x) the consideration received for such assets
shall be in an amount at least equal to the fair market value thereof;
(y) the sole consideration received shall be Cash; and (z) the proceeds of
such Asset Sales shall be applied as required by subsection 2.4B(iii)(a);

(v) Company may make the Doppelt Acquisition; and

(vi) Company may make Permitted Acquisitions, PROVIDED THAT any
acquisitions or series of acquisitions that require expenditures exceeding
$3,500,000 in the aggregate, shall require the prior written consent of
Requisite Lenders, which shall not be unreasonably withheld.

6.8 CONSOLIDATED CAPITAL EXPENDITURES.

Company shall not, and shall not permit its Subsidiaries to, make or
incur Consolidated Capital Expenditures, in any calendar quarter in an aggregate
amount in excess of $1,100,000.

6.9 SALES AND LEASE-BACKS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (i) which Company or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than

<PAGE>

Company or any of its Subsidiaries) or (ii) which Company or any of its
Subsidiaries intends to use for substantially the same purpose as any other
property which has been or is to be sold or transferred by Company or any of
its Subsidiaries to any Person (other than Company or any of its
Subsidiaries) in connection with such lease.

6.10 SALE OR DISCOUNT OF RECEIVABLES.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, sell with recourse, or discount or otherwise sell for
less than the face value thereof, any of its notes or accounts receivable.

6.11 TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any holder of 5% or more of any
class of equity Securities of Company or with any Affiliate of Company or of any
such holder, on terms that are less favorable to Company or that Subsidiary, as
the case may be, than those that might be obtained at the time from Persons who
are not such a holder or Affiliate; PROVIDED that the foregoing restriction
shall not apply to (i) any transaction between Company and any of its
wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries,
(ii) reasonable and customary fees paid to members of the Boards of Directors
of Company and its Subsidiaries, (iii) Restricted Junior Payments permitted
by subsection 6.5, and (iv) arrangements described on Schedule 6.11.

6.12 CONDUCT OF BUSINESS.

From and after the Closing Date, Company shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses and (ii) such other lines of business as may be
consented to by Requisite Lenders, such consent not to be unreasonably withheld.

SECTION 7. EVENTS OF DEFAULT

If any of the following conditions or events ("EVENTS OF DEFAULT")
shall occur:

7.1 FAILURE TO MAKE PAYMENTS WHEN DUE.

Failure by Company to pay any installment of principal of any Loan
when due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; or failure by Company to pay
any interest on any Loan or any fee or any other amount due under this Agreement
within five days after the date due; or

<PAGE>

7.2 DEFAULT IN OTHER AGREEMENTS.

(i) Failure of Company or any of its Subsidiaries to pay when due
(a) any principal of or interest on any Indebtedness (other than Indebtedness
referred to in subsection 7.1) in an individual principal amount of $5,000,000
or more or any items of Indebtedness with an aggregate principal amount of
$10,000,000 or more or (b) any Contingent Obligation in an individual principal
amount of $5,000,000 or more or any Contingent Obligations with an aggregate
principal amount of $10,000,000 or more, in each case beyond the end of any
grace period provided therefor; or (ii) breach or default by Company or any of
its Subsidiaries beyond the end of any grace period provided therefor with
respect to any other material term of (a) any evidence of any Indebtedness in an
individual principal amount of $5,000,000 or more or any items of Indebtedness
with an aggregate principal amount of $10,000,000 or more or any Contingent
Obligation in an individual principal amount of $5,000,000 or more or any
Contingent Obligations with an aggregate principal amount of $10,000,000 or more
or (b) any loan agreement, mortgage, indenture or other agreement relating to
such Indebtedness or Contingent Obligation(s), if the effect of such breach or
default is to cause, or to permit the holder or holders of that Indebtedness or
Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to
cause, that Indebtedness or Contingent Obligation(s) to become or be declared
due and payable prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise); or

7.3 BREACH OF CERTAIN COVENANTS.

Failure of Company to perform or comply with any term or condition
contained in subsection 2.5 or 5.2 or Section 6 of this Agreement; or

7.4 BREACH OF WARRANTY.

Any representation, warranty, certification or other statement made by
Company or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Company or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

7.5 OTHER DEFAULTS UNDER LOAN DOCUMENTS.

Company shall default in the performance of or compliance with any
term contained in this Agreement or any of the other Loan Documents, other than
any such term referred to in any other subsection of this Section 7, and such
default shall not have been remedied or waived within 30 days after the earlier
of (i) an officer of Company becoming aware of such default or (ii) receipt by
Company of notice from Agent or any Lender of such default; or

<PAGE>

7.6 INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

(i) A court having jurisdiction in the premises shall enter a decree
or order for relief in respect of Company or any of its Subsidiaries in an
involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced
against Company or any of its Subsidiaries under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over Company or any of its Subsidiaries, or
over all or a substantial part of its property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of Company or any of its Subsidiaries for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of Company or any of its Subsidiaries, and any such event described in
this clause (ii) shall continue for 60 days unless dismissed, bonded or
discharged; or

7.7 VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

(i) Company or any of its Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or Company or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) Company or any of its
Subsidiaries shall be unable, or shall fail generally, or shall admit in writing
its inability, to pay its debts as such debts become due; or the Board of
Directors of Company or any of its Subsidiaries (or any committee thereof) shall
adopt any resolution or otherwise authorize any action to approve any of the
actions referred to in clause (i) above or this clause (ii); or

7.8 JUDGMENTS AND ATTACHMENTS.

Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $250,000 or (ii) in
the aggregate at any time an amount in excess of $500,000 (in either case not
adequately covered by insurance as to which a solvent and unaffiliated insurance
company has acknowledged coverage) shall be entered or filed against Company or
any of its Subsidiaries or any of their respective assets and shall remain
undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any
event later than five days prior to the date of any proposed sale thereunder);
or

<PAGE>

7.9 DISSOLUTION.

Any order, judgment or decree shall be entered against Company or any
of its Subsidiaries decreeing the dissolution or split up of Company or that
Subsidiary and such order shall remain undischarged or unstayed for a period in
excess of 30 days; or

7.10 EMPLOYEE BENEFIT PLANS.

There shall occur one or more ERISA Events which individually or in
the aggregate results in or might reasonably be expected to result in liability
of Company or any of its ERISA Affiliates in excess of $1,000,000 during the
term of this Agreement; or there shall exist an amount of unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the
aggregate for all Pension Plans (excluding for purposes of such computation any
Pension Plans with respect to which assets exceed benefit liabilities), which
exceeds $1,000,000; or

7.11 CHANGE IN CONTROL.

A Change of Control shall have occurred; or

7.12 INVALIDITY OF GUARANTY.

Any Guaranty of this Agreement for any reason, other than the
satisfaction in full of all Obligations, is declared by a court of competent
jurisdiction to be null and void, or any Subsidiary of Company denies that it
has any further liability, including without limitation with respect to
future advances by Lenders, under its Guaranty or gives notice to such
effect; or

7.13 FAILURE OF SECURITY.

From and after the execution, acknowledgement and filing of any
Collateral Document by Company, or any Subsidiary any such Collateral Document
shall be revoked by Company, or such Subsidiary or shall be declared by a court
of competent jurisdiction to be null and void or shall cease to be in full force
and effect as a result of any change in law; or Company, or any Subsidiary that
has executed any Collateral Document shall default in any material respect in
the performance or observance of any material term, covenant, condition or
agreement on its part to be performed or observed under such Collateral Document
beyond any applicable grace period; or Lenders shall fail to have a valid,
perfected and enforceable first priority Lien (subject to the Liens permitted by
subsection 6.2) on Company's, or any Subsidiary's (that has executed any
Collateral Document) right, title and interest in all or any material portion of
the capital stock described therein as a result of any change in law, the
expiration of any required filings or recordations with respect thereto, the
declaration by a court of competent jurisdiction that such Lien is null and void
or the imposition of any priming Lien under applicable state or federal law; or
Company shall contest in any manner that such

<PAGE>

Collateral Document constitutes its valid and enforceable agreement or shall
assert in any manner that it has no further obligation or liability under
such Collateral Documents;

THEN (i) upon the occurrence of any Event of Default described in subsection 7.6
or 7.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) all other Obligations shall automatically become immediately due and
payable, without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by Company, and the obligation of each
Lender to make any Loan, shall thereupon terminate, and (ii) upon the occurrence
and during the continuation of any other Event of Default, Agent shall, upon the
written request or with the written consent of Requisite Lenders, by written
notice to Company, declare all or any portion of the amounts described in
clauses (a) and (b) above to be, and the same shall forthwith become,
immediately due and payable, and the obligation of each Lender to make any Loan,
thereupon terminate.

Notwithstanding anything contained in the second preceding paragraph,
if at any time within 60 days after an acceleration of the Loans pursuant to
such paragraph Company shall pay all arrears of interest and all payments on
account of principal which shall have become due otherwise than as a result of
such acceleration (with interest on principal and, to the extent permitted by
law, on overdue interest, at the rates specified in this Agreement) and all
Events of Default and Potential Events of Default (other than non-payment of the
principal of and accrued interest on the Loans, in each case which is due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to subsection 9.5, then Requisite Lenders, by written notice to Company, may at
their option rescind and annul such acceleration and its consequences; but such
action shall not affect any subsequent Event of Default or Potential Event of
Default or impair any right consequent thereon. The provisions of this
paragraph are intended merely to bind Lenders to a decision which may be made at
the election of Requisite Lenders and are not intended to benefit Company and do
not grant Company the right to require Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.

SECTION 8. AGENT

8.1 APPOINTMENT.

Bankers is hereby appointed Agent hereunder and under the other Loan
Documents and each Lender hereby authorizes Agent to act as its agent in
accordance with the terms of this Agreement and the other Loan Documents. Agent
agrees to act upon the express conditions contained in this Agreement and the
other Loan Documents, as applicable. The provisions of this Section 8 are
solely for the benefit of Agent and Lenders and Company shall have no rights as
a third party beneficiary of any of the provisions thereof. In performing its
functions and duties under this Agreement, Agent shall act solely as an agent of
Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Company or any
of its Subsidiaries.

<PAGE>

8.2 POWERS; GENERAL IMMUNITY.

A. DUTIES SPECIFIED. Each Lender irrevocably authorizes Agent to take
such action on such Lender's behalf and to exercise such powers hereunder and
under the other Loan Documents as are specifically delegated to Agent by the
terms hereof and thereof, together with such powers as are reasonably incidental
thereto. Agent shall have only those duties and responsibilities that are
expressly specified in this Agreement and the other Loan Documents and it may
perform such duties by or through its agents or employees. Agent shall not
have, by reason of this Agreement or any of the other Loan Documents, a
fiduciary relationship in respect of any Lender; and nothing in this Agreement
or any of the other Loan Documents, expressed or implied, is intended to or
shall be so construed as to impose upon Agent any obligations in respect of this
Agreement or any of the other Loan Documents except as expressly set forth
herein or therein.

B. NO RESPONSIBILITY FOR CERTAIN MATTERS. Agent shall not be responsible
to any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any other
Loan Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any other
documents furnished or made by Agent to Lenders or by or on behalf of Company to
Agent or any Lender in connection with the Loan Documents and the transactions
contemplated thereby or for the financial condition or business affairs of
Company or any other Person liable for the payment of any Obligations, nor shall
Agent be required to ascertain or inquire as to the performance or observance of
any of the terms, conditions, provisions, covenants or agreements contained in
any of the Loan Documents or as to the use of the proceeds of the Loans or as to
the existence or possible existence of any Event of Default or Potential Event
of Default. Anything contained in this Agreement to the contrary
notwithstanding, Agent shall not have any liability arising from confirmations
of the amount of outstanding Loans.

C. EXCULPATORY PROVISIONS. Neither Agent nor any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by Agent under or in connection with any of the Loan Documents except
to the extent caused by Agent's gross negligence or willful misconduct. If
Agent shall request instructions from Lenders with respect to any act or action
(including the failure to take an action) in connection with this Agreement or
any of the other Loan Documents, Agent shall be entitled to refrain from such
act or taking such action unless and until Agent shall have received
instructions from Requisite Lenders. Without prejudice to the generality of the
foregoing, (i) Agent shall be entitled to rely, and shall be fully protected in
relying, upon any communication, instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for Company and its
Subsidiaries), accountants, experts and other professional advisors selected by
it; and (ii) no Lender shall have any right of action whatsoever against Agent
as a result of Agent acting or (where so instructed) refraining

<PAGE>

from acting under this Agreement or any of the other Loan Documents in
accordance with the instructions of Requisite Lenders. Agent shall be
entitled to refrain from exercising any power, discretion or authority vested
in it under this Agreement or any of the other Loan Documents unless and
until it has obtained the instructions of Requisite Lenders.

D. AGENT ENTITLED TO ACT AS LENDER. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, Agent in its individual capacity as a Lender hereunder. With
respect to its participation in the Loans, Agent shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not performing the duties and functions delegated to it hereunder, and the term
"Lender" or "Lenders" or any similar term shall, unless the context clearly
otherwise indicates, include Agent in its individual capacity. Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of banking, trust, financial advisory or other business with Company or any
of its Affiliates as if it were not performing the duties specified herein, and
may accept fees and other consideration from Company for services in connection
with this Agreement and otherwise without having to account for the same to
Lenders.

8.3 REPRESENTATIONS AND WARRANTIES; NO RESPONSIBILITY FOR APPRAISAL OF
CREDITWORTHINESS.

Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
its Subsidiaries in connection with the making of the Loans hereunder and that
it has made and shall continue to make its own appraisal of the creditworthiness
of Company and its Subsidiaries. Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times
thereafter, and Agent shall not have any responsibility with respect to the
accuracy of or the completeness of any information provided to Lenders.

8.4 RIGHT TO INDEMNITY.

Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Agent, to the extent that Agent shall not have been reimbursed by
Company, for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against Agent
in performing its duties hereunder or under the other Loan Documents or
otherwise in its capacity as Agent in any way relating to or arising out of this
Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from
Agent's gross negligence or willful misconduct. If any indemnity

<PAGE>

furnished to Agent for any purpose shall, in the opinion of Agent, be
insufficient or become impaired, Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

8.5 SUCCESSOR AGENT.

Agent may resign at any time by giving 30 days' prior written notice
thereof to Lenders and Company, and Agent may be removed at any time with or
without cause by an instrument or concurrent instruments in writing delivered to
Company and Agent and signed by Requisite Lenders. Upon any such notice of
resignation or any such removal, Requisite Lenders shall have the right, upon
five Business Days' notice to Company, to appoint a successor Agent. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, that
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Agent and the
retiring or removed Agent shall be discharged from its duties and obligations
under this Agreement. After any retiring or removed Agent's resignation or
removal hereunder as Agent, the provisions of this Section 8 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

8.6 COLLATERAL DOCUMENTS.

Each Lender hereby further authorizes Agent to enter into the
Collateral Documents as secured party on behalf of and for the benefit of
Lenders and agrees to be bound by the terms of the Collateral Documents;
PROVIDED that Agent shall not enter into or consent to any amendment,
modification, termination or waiver of any provision contained in the Collateral
Documents without the prior consent of Requisite Lenders. Subject to subsection
9.5, Agent may release Collateral with the consent of Requisite Lenders. Each
Lender agrees that no Lender shall have any right individually to realize upon
any of the collateral under the Collateral Documents, it being understood and
agreed that all rights and remedies under the Collateral Documents may be
exercised solely by Agent for the benefit of Lenders in accordance with the
terms thereof. Agent hereby agrees to hold all collateral under the Collateral
Documents executed and delivered prior to the Closing Date for the benefit of
itself and Lenders.

SECTION 9. MISCELLANEOUS

9.1 ASSIGNMENTS AND PARTICIPATIONS IN LOANS.

1. GENERAL. Subject to subsection 9.1B, each Lender shall have the right
at any time to (i) sell, assign or transfer to any Eligible Assignee, or
(ii) sell participations to any Person in, all or any part of its Commitment or
Loans made by it or any other interest herein or in any other Obligations owed
to it; PROVIDED that no such sale, assignment, transfer or participation shall,
without the consent of Company, require Company to file a registration statement
with the Securities and Exchange Commission or apply to qualify such sale,

<PAGE>

assignment, transfer or participation under the securities laws of any state;
and PROVIDED, FURTHER that no such sale, assignment or transfer described in
clause (i) above shall be effective unless and until an Assignment Agreement
effecting such sale, assignment or transfer shall have been accepted by Agent
and recorded in the Register as provided in subsection 9.1B(ii). Except as
otherwise provided in this subsection 9.1, no Lender shall, as between
Company and such Lender, be relieved of any of its obligations hereunder as a
result of any sale, assignment or transfer of, or any granting of
participations in, all or any part of its Commitment or Loans or other
Obligations owed to such Lender.

2. ASSIGNMENTS.

a. AMOUNTS AND TERMS OF ASSIGNMENTS. Each Commitment, Loan or other
Obligation may (a) be assigned in any amount to another Lender, or to an
Affiliate of the assigning Lender or another Lender, with the giving of
notice to Company and Agent or (b) be assigned in an aggregate amount of
not less than $[5,000,000] (or such lesser amount as shall constitute the
aggregate amount of the Commitment, Loan and other Obligations of the
assigning Lender) to any other Eligible Assignee with the consent of
Company and Agent (which consents shall not be unreasonably withheld or
delayed). To the extent of any such assignment in accordance with either
clause (a) or (b) above, the assigning Lender shall be relieved of its
obligations with respect to its Commitment, Loans or other Obligations or
the portion thereof so assigned. The parties to each such assignment shall
execute and deliver to Agent, for its acceptance and recording in the
Register an Assignment Agreement, together with a processing and
recordation fee of $[3,500] and such forms, certificates or other evidence,
if any, with respect to United States federal income tax withholding
matters as the assignee under such Assignment Agreement may be required to
deliver to Agent pursuant to subsection 2.7B(iii)(a). Upon such execution,
delivery acceptance and recordation, from and after the effective date
specified in such Assignment Agreement, (y) the assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment Agreement, shall have
the rights and obligations of a Lender hereunder and (z) the assigning
Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment Agreement,
relinquish its rights (other than any rights which survive the termination
of this Agreement under subsection 9.8B) and be released from its
obligations under this Agreement (and, in the case of an Assignment
Agreement covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be
a party hereto). The Commitments hereunder shall be modified to reflect
the Commitment of such assignee and any remaining Commitment of such
assigning Lender and, if any such assignment occurs after the issuance of
any Notes hereunder, the assigning Lender shall, upon the effectiveness of
such assignment or as promptly thereafter as practicable, surrender its
Note, if any, to Agent for cancellation, and thereupon new Notes shall[, if
so requested by the assignee and/or the assigning Lender in accordance with
subsection 2.1E, be issued to the assignee and/or to the assigning Lender,
substantially in the form of

<PAGE>

EXHIBIT VII annexed hereto with appropriate insertions, to reflect the
outstanding Loans of the assignee and/or the assigning Lender.

b. ACCEPTANCE BY AGENT; RECORDATION IN REGISTER. Upon its receipt
of an Assignment Agreement executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with the processing
and recordation fee referred to in subsection 9.1B(i) and any forms,
certificates or other evidence with respect to United States federal income
tax withholding matters that such assignee may be required to deliver to
Agent pursuant to subsection 2.7B(iii)(a), Agent shall, if Agent and
Company have consented to the assignment evidenced thereby (to the extent
such consent is required pursuant to subsection 9.1B(i)), (a) accept such
Assignment Agreement by executing a counterpart thereof as provided therein
(which acceptance shall evidence any required consent of Agent to such
assignment), (b) record the information contained therein in the Register,
and (c) give prompt notice thereof to Company. Agent shall maintain a copy
of each Assignment Agreement delivered to and accepted by it as provided in
this subsection 9.1B(ii).

3. PARTICIPATIONS. The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the scheduled final Maturity Date of any
portion of the principal amount of or interest on any Loan allocated to such
participation or (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation, and all amounts
payable by Company hereunder (including amounts payable to such Lender pursuant
to subsections 2.6D and 2.7) shall be determined as if such Lender had not sold
such participation. Company and each Lender hereby acknowledge and agree that,
solely for purposes of subsection 9.4, (a) any participation will give rise to a
direct obligation of Company to the participant and (b) the participant shall be
considered to be a "Lender".

4. ASSIGNMENTS TO FEDERAL RESERVE BANKS. In addition to the assignments
and participations permitted under the foregoing provisions of this subsection
9.1, any Lender may assign and pledge all or any portion of its Loan, the other
Obligations owed to such Lender, and its Note to any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any operating circular issued by such Federal Reserve
Bank; PROVIDED that (i) no Lender shall, as between Company and such Lender, be
relieved of any of its obligations hereunder as a result of any such assignment
and pledge and (ii) in no event shall such Federal Reserve Bank be considered to
be a "Lender" or be entitled to require the assigning Lender to take or omit to
take any action hereunder.

5. INFORMATION. Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and
participants), subject to subsection 9.18.

9.2 EXPENSES.

<PAGE>

Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of preparation of the Loan Documents and any consents,
amendments, waivers or other modifications thereto; (ii) all the costs of
furnishing all opinions by counsel for Company (including any opinions requested
by Lenders as to any legal matters arising hereunder) and of Company's
performance of and compliance with all agreements and conditions on its part to
be performed or complied with under this Agreement and the other Loan Documents
including with respect to confirming compliance with environmental, insurance
and solvency requirements; (iii) the reasonable fees, expenses and disbursements
of counsel to Agent (including allocated costs of internal counsel) in
connection with the negotiation, preparation, execution and administration of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and any other documents or matters requested by Company; (iv) all other
actual and reasonable costs and expenses incurred by Agent in connection with
the syndication of the Commitments and the negotiation, preparation and
execution of the Loan Documents and any consents, amendments, waivers or other
modifications thereto and the transactions contemplated thereby; and (v) after
the occurrence of an Event of Default, all costs and expenses, including
reasonable attorneys' fees (including allocated costs of internal counsel) and
costs of settlement, incurred by Agent and Lenders in enforcing any Obligations
of or in collecting any payments due from Company hereunder or under the other
Loan Documents by reason of such Event of Default or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or pursuant to any insolvency or
bankruptcy proceedings.

9.3 INDEMNITY.

In addition to the payment of expenses pursuant to subsection 9.2,
whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agent and Lenders, and the officers, directors,
employees, agents and affiliates of Agent and Lenders (collectively called the
"INDEMNITEES"), from and against any and all Indemnified Liabilities (as
hereinafter defined); PROVIDED that Company shall not have any obligation to any
Indemnitee hereunder with respect to any Indemnified Liabilities to the extent
such Indemnified Liabilities arise solely from the gross negligence or willful
misconduct of that Indemnitee as determined by a final judgment of a court of
competent jurisdiction; and PROVIDED FURTHER that Company shall not have any
such obligation to indemnify any Lender that has materially breached its
obligations under this Agreement.

As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any

<PAGE>

investigative, administrative or judicial proceeding commenced or threatened
by any Person, whether or not any such Indemnitee shall be designated as a
party or a potential party thereto, and any fees or expenses incurred by
Indemnitees in enforcing this indemnity), whether direct, indirect or
consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof
or the use or intended use of any thereof, or any enforcement of any of the
Loan Documents (including any sale of, collection from, or other realization
upon any of the Collateral), (ii) the statements contained in the commitment
letter delivered by any Lender to Company with respect thereto, or (iii) any
Environmental Claim or any Hazardous Materials Activity relating to or
arising from, directly or indirectly, any past or present activity,
operation, land ownership, or practice of Company or any of its Subsidiaries.

To the extent that the undertakings to defend, indemnify, pay
and hold harmless set forth in this subsection 9.3 may be unenforceable in
whole or in part because they are violative of any law or public policy,
Company shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by Indemnitees or any of them.

9.4 RATABLE SHARING.

Lenders hereby agree among themselves that if any of them
shall, whether by voluntary payment (other than a voluntary prepayment of
Loans made and applied in accordance with the terms of this Agreement), by
realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment
or reduction of a proportion of the aggregate amount of principal, interest,
fees and other amounts then due and owing to that Lender hereunder or under
the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such
Lender) which is greater than the proportion received by any other Lender in
respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (i) notify Agent and
each other Lender of the receipt of such payment and (ii) apply a portion of
such payment to purchase participations (which it shall be deemed to have
purchased from each seller of a participation simultaneously upon the receipt
by such seller of its portion of such payment) in the Aggregate Amounts Due
to the other Lenders so that all such recoveries of Aggregate Amounts Due
shall be shared by all Lenders in proportion to the Aggregate Amounts Due to
them; PROVIDED that if all or part of such proportionately greater payment
received by such purchasing Lender is thereafter recovered from such Lender
upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such
partici-

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pations shall be returned to such purchasing Lender ratably to the extent of
such recovery, but without interest.

9.5 AMENDMENTS AND WAIVERS.

No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure
by Company therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; PROVIDED that any such amendment,
modification, termination, waiver or consent which: increases the amount of
any of the Commitments or reduces the principal amount of any of the Loans;
changes in any manner the definition of "Pro Rata Share" or the definition of
"Requisite Lenders"; changes in any manner any provision of this Agreement
which, by its terms, expressly requires the approval or concurrence of all
Lenders; postpones the scheduled final maturity date of any of the Loans;
(other than any waiver of any increase in the interest rate applicable to any
of the Loans pursuant to subsection 2.2E) or the amount of any fees payable
hereunder; increases the maximum duration of Interest Periods permitted
hereunder; or changes in any manner the provisions contained in subsection
7.1 or this subsection 9.5 shall be effective only if evidenced by a writing
signed by or on behalf of all Lenders. In addition, (i) no amendment,
modification, termination or waiver of any provision of any Note shall be
effective without the written concurrence of the Lender which is the holder
of that Note, and (ii) no amendment, modification, termination or waiver of
any provision of Section 8 or of any other provision of this Agreement which,
by its terms, expressly requires the approval or concurrence of Agent shall
be effective without the written concurrence of Agent. Agent may, but shall
have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of that Lender. Any
waiver or consent shall be effective only in the specific instance and for
the specific purpose for which it was given. No notice to or demand on
Company in any case shall entitle Company to any other or further notice or
demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this subsection
9.5 shall be binding upon each Lender at the time outstanding, each future
Lender and, if signed by Company, on Company.

9.6 INDEPENDENCE OF COVENANTS.

All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such
action is taken or condition exists.

9.7 NOTICES.

Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in
writing and may be personally served, telexed or sent by telefacsimile or
United States mail or courier service and shall be deemed to

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have been given when delivered in person or by courier service, upon receipt
of telefacsimile or telex, or three Business Days after depositing it in the
United States mail with postage prepaid and properly addressed; PROVIDED that
notices to Agent shall not be effective until received. For the purposes
hereof, the address of each party hereto shall be as set forth under such
party's name on the signature pages hereof or (i) as to Company and Agent,
such other address as shall be designated by such Person in a written notice
delivered to the other parties hereto and (ii) as to each other party, such
other address as shall be designated by such party in a written notice
delivered to Agent.

9.8 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

6. All representations, warranties and agreements made
herein shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.

7. Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Company set forth in subsections 2.6D,
2.7, 9.2, and 9.3 and the agreements of Lenders set forth in subsections
8.2C, 8.4 and 9.4 shall survive the payment of the Loans and the termination
of this Agreement.

9.9 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

No failure or delay on the part of Agent or any Lender in the
exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other power, right or privilege. All
rights and remedies existing under this Agreement and the other Loan
Documents are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

9.10 MARSHALLING; PAYMENTS SET ASIDE.

Neither Agent nor any Lender shall be under any obligation to
marshal any assets in favor of Company or any other party or against or in
payment of any or all of the Obligations. To the extent that Company makes a
payment or payments to Agent or Lenders (or to Agent for the benefit of
Lenders), or Agent or Lenders enforce any security interests or exercise
their rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law,
any other state or federal law, common law or any equitable cause, then, to
the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, and all Liens, rights and remedies therefor or
related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff
had not occurred.

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9.11 SEVERABILITY.

In case any provision in or obligation under this Agreement or
the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.

9.12 OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

The obligations of Lenders hereunder are several and no Lender
shall be responsible for the obligations or Commitments of any other Lender
hereunder. Nothing contained herein or in any other Loan Document, and no
action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each
Lender shall be a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights arising out of this Agreement and
it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

9.13 HEADINGS.

Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose or be given any substantive effect.

9.14 APPLICABLE LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

9.15 SUCCESSORS AND ASSIGNS.

This Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
parties hereto and the successors and assigns of Lenders (it being understood
that Lenders' rights of assignment are subject to subsection 9.1). Neither
Company's rights or obligations hereunder nor any interest therein may be
assigned or delegated by Company without the prior written consent of all
Lenders.

9.16 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION
MAY BE BROUGHT IN ANY STATE OR

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FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH
OBLIGATION. Company hereby agrees that service of all process in any such
proceeding in any such court may be made by registered or certified mail,
return receipt requested, to Company at its address provided in subsection
9.7, such service being hereby acknowledged by Company to be sufficient for
personal jurisdiction in any action against Company in any such court and to
be otherwise effective and binding service in every respect. Nothing herein
shall affect the right to serve process in any other manner permitted by law
or shall limit the right of any Lender to bring proceedings against Company
in the courts of any other jurisdiction.

9.17 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.
The scope of this waiver is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter
of this transaction, including contract claims, tort claims, breach of duty
claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a
business relationship, that each has already relied on this waiver in
entering into this Agreement, and that each will continue to rely on this
waiver in their related future dealings. Each party hereto further warrants
and represents that it has reviewed this waiver with its legal counsel and
that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 9.17 AND EXECUTED BY
EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
TO THE LOANS MADE HEREUNDER. In the event of litigation, this Agreement may
be filed as a written consent to a trial by the court.

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9.18 CONFIDENTIALITY.

Each Lender shall hold all non-public information obtained
pursuant to the requirements of this Agreement which has been identified as
confidential by Company in accordance with such Lender's customary procedures
for handling confidential information of this nature and in accordance with
safe and sound banking practices, it being understood and agreed by Company
that in any event a Lender may make disclosures to Affiliates of such Lender
or disclosures reasonably required by any bona fide assignee, transferee or
participant in connection with the contemplated assignment or transfer by
such Lender of its Loan or any participations therein or disclosures required
or requested by any governmental agency or representative thereof or pursuant
to legal process; PROVIDED that, unless specifically prohibited by applicable
law or court order, each Lender shall notify Company of any request by any
governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition of such Lender by
such governmental agency) for disclosure of any such non-public information
prior to disclosure of such information; and PROVIDED, FURTHER that in no
event shall any Lender be obligated or required to return any materials
furnished by Company or any of its Subsidiaries.

9.19 COUNTERPARTS; EFFECTIVENESS.

This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document. This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and
receipt by Company and Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

[Remainder of page intentionally left blank]

79
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

COMPANY:

TRAMMELL CROW COMPANY

By: /s/ Richard H. Coe
---------------------------------------------
Title: Executive Vice President
---------------------------------------------

Notice Address:

Trammell Crow Company
3300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attn.: Richard H. Coe
Telephone: (214) 863-3099
Telefacsimile: (214) 863-3125

S-1
<PAGE>

LENDERS:

BANKERS TRUST COMPANY,
individually and as Agent

By: /s/ Alexander Johnson
---------------------------------------------
Title: Managing Director
---------------------------------------------

Notice Address:

Bankers Trust Company
1 Bankers Trust Plaza
130 Liberty Street, 25th Floor
New York, New York 10006
Attn: Alexander Johnson
Telephone: (212) 250-4227
Telefacsimile: (212) 669-0756

S-2
<PAGE>

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By: /s/ Sam Jenkins
---------------------------------------------
Title: Vice President
---------------------------------------------

Notice Address:
First Tennessee Bank National Association
P.O. Box 84
Memphis, Tennessee 38101
Attn: Sam Jenkins
Telephone: (901) 527-4263
Telefacsimile: (901) 523-4235

S-3

<PAGE>

FINAL

LICENSE AGREEMENT

This Agreement is entered into by and between Crow Family Partnership,
L.P. ("LICENSOR"), a Texas Limited Partnership, and Trammell Crow Company
("LICENSEE"), a Delaware corporation, and is effective as of the ____ day of
_____________, 1997.

RECITALS

WHEREAS, Licensor is the owner of the Trademarks, including all designs,
logos and artwork connected therewith, as described more fully herein, and
desires to license exclusively and in perpetuity, subject to certain
exclusions, the Trademarks including such designs, logos and artwork to
Licensee on the terms and conditions set forth herein;

WHEREAS, Licensee wishes to use the Trademarks upon and in connection
with the providing of various services as more fully specified herein;

WHEREAS, the Trademarks constitute valuable rights owned and used by the
Licensor in conducting its business and designating the origin or sponsorship
of the various services provided by Licensor;

WHEREAS, Licensor desires to protect the integrity of the Trademarks, and
to preserve its rights to the Trademarks so as to avoid consumer confusion
and to facilitate differentiation of its trademarked services from those of
its competitors; and

WHEREAS, Licensee and Licensor agree that certain restrictions on
Licensee's use of the licensed Trademarks are necessary to ensure that
Licensor's Trademarks as well as certain related trademarks of Licensor not
licensed to Licensee hereunder are not diluted nor subjected to disrepute in
the course of Licensee's use of the licensed Trademarks, and that Licensor's
rights in the Trademarks and ownership of the Trademarks are preserved.

NOW, THEREFORE, in consideration of the above and for other good and
valuable consideration, the sufficiency of such is herein acknowledged, the
parties agree as follows:

AGREEMENT

1. DEFINITIONS

"AFFILIATED ENTITY" or any grammatical variations thereof shall mean any
corporation or other entity in which a party has an ownership interest of at
least eighty percent (80%) or as to which

<PAGE>

the party's relationship is such that the party directly or indirectly
Controls the person, corporation or other entity or is Controlled by the same
person, corporation or entity that controls a party.

"CONTROL" or any grammatical variations thereof shall mean either the
ownership, directly or indirectly, of more than 50% of the voting securities
of a corporation or other entity or the power to direct the management or
policies of such corporation or other entity whether by operation of law, by
contract, or otherwise.

"INITIAL PUBLIC OFFERING" means the initial public offering of shares of
common stock by Licensee.

"PERMITTED ASSIGNEE" means (i) as to Licensee, an Affiliated Entity or
any person, partnership, corporation, or other entity which may acquire all
or substantially all of Licensee's assets or business or with or into which
Licensee may be liquidated, consolidated, merged or otherwise combined; (ii)
as to Licensor, any constituent member of Crow Family (as defined in EXHIBIT
D) or any person, partnership, corporation, or other entity which is or
becomes an Affiliated Entity or which may acquire all or not less than 67% of
the net equity value of the Commercial Real Estate Business (as defined in
EXHIBIT D) of the Crow Family, and (iii) as to either Licensor or Licensee,
any person, partnership, corporation or other entity if written consent to
the assignment of its rights has been given by Licensor.

"RESTRICTIONS" means those limitations and restrictions imposed on
Licensor's use of the Trademarks and certain trademarks not licensed to
Licensee hereunder as specifically specified in EXHIBIT D attached hereto.

"ROYALTY AGREEMENT" means the Royalty Agreement entered into between Mr.
Trammell Crow and Trammell Crow Company, a Texas corporation ("Texas TCC"),
on January 1, 1991, as ultimately assigned to Licensor, together with any and
all consents and waivers granted in connection therewith.

"SERVICES" means the various goods, services and products specified in
EXHIBIT B, attached hereto.

"STANDARDS AND QUALITY" shall mean the quality and performance of the
Services, as specified in EXHIBIT C, attached hereto.

"TRADEMARKS" mean trademarks, trade names, service marks and designs,
logos, and artwork specified in EXHIBIT A, attached hereto.

2. GRANT OF LICENSE AND CONSIDERATION

2.1 Licensor grants to Licensee, subject to the terms and conditions
herein set forth the exclusive, perpetual, royalty-free right and license to use
worldwide and without any territorial

<PAGE>

limitations the Trademarks, by reproduction or other means, in connection
with the providing of the Services. All rights not expressly granted to
Licensee hereunder with respect to the Trademarks and all other trademarks
owned by Licensor are reserved to Licensor.

2.2 Licensee acknowledges that the rights granted to and obligations
assumed by Texas TCC under the Royalty Agreement have terminated effective
with the date of this Agreement and that certain entities, as more fully set
forth in EXHIBIT D, have been authorized and will continue to be authorized
to use names incorporating "Crow" or "Trammell Crow" or variations thereon
subject to the Restrictions contained in EXHIBIT D. Except as expressly
permitted pursuant to the Restrictions, after September 1, 1997, Licensor has
not and will not license or otherwise authorize any entity to utilize any of
the Trademarks or any other names raising a likelihood of confusion therewith
for the Services, provided any use of the Trademarks or other names that does
not violate the terms of EXHIBIT D, shall be deemed not to be confusingly
similar.

2.3 Subject to the terms and conditions herein set forth, the license
granted to the Licensee hereunder will include the right of the Licensee to
grant sublicenses to use the Trademarks for the Services. For each such
sublicensee, Licensee must either (i) Control the sublicensee or (ii) by law,
contract or otherwise be able to terminate the sublicensee's right to use the
Trademarks should the sublicensee fail to adhere to the Standards and Quality
or the other applicable terms and conditions hereof.

2.4 In consideration for Licensor's transfer of a perpetual, exclusive
and royalty-free right and license to use the Trademarks subject to the terms
and conditions of this Agreement, Licensee is issuing to Licensor
concurrently with the effectiveness hereof _______ shares of common stock of
Licensee, receipt of which is hereby acknowledged.

3. TERM

The term of this Agreement shall be perpetual, unless sooner terminated in
accordance with Section 13.

4. RIGHTS IN THE TRADEMARKS

4.1 Licensee covenants and agrees not to file any trademark application
for registration of any of the Trademarks or any marks similar thereto.
Licensee acknowledges that Licensor is the sole and exclusive owner of the
Trademarks. Licensee shall not at any time do or suffer to be done any act
or thing which will in any way impair the rights of Licensor in and to the
Trademarks. It is understood that Licensee shall not acquire and shall not
claim any title to the Trademarks adverse to Licensor by virtue of the
license granted to Licensee or through Licensee's use of the Trademarks, it
being the intention of the parties that all use of the Trademarks by
Licensee, and the goodwill associated therewith, shall at all times inure to
the benefit of Licensor.

<PAGE>

4.2 Licensor herein covenants and agrees to promptly use reasonable
efforts at its own expense to obtain a federal trademark registration from
the United States Patent and Trademark Office for the trademark "Trammell
Crow" for the real estate and construction business. Licensee acknowledges
and agrees that Licensor has the right to obtain a federal trademark
registration with respect to the name "Crow," and other variations thereon,
the use of which shall be deemed not to be confusingly similar to "Trammell
Crow" when such use does not violate EXHIBIT D.

4.3 Licensee shall cooperate with Licensor, at Licensor's request, to
make and to pursue the preparation and recording, if necessary, of any and
all documents, instruments and affidavits necessary to maintain the
Trademarks on the applicable trademark registers and to prosecute any
additional registrations of the Trademarks Licensor deems reasonably
appropriate. Both Parties shall use reasonable efforts and commercially
reasonable judgment in applying to written materials on which the Trademarks
appear appropriate notices of any trademark rights in and to the Trademarks.

5. COVENANTS.

5.1 Licensee agrees and covenants that:

(a) It will make commercially reasonable efforts to comply with all
applicable laws, regulations, ordinances and other requirements
involving the use of the Trademarks and the conduct of Licensee's
business in connection therewith; and

(b) It will use the Trademarks in a manner designed to protect and
enhance the value of the Trademarks and the goodwill therein and
will ensure that it and its sublicensees provide Services that
meet the Standards and Quality.

5.2 Licensor agrees and covenants that Licensor will use the Trademarks
in a manner designed to protect and enhance the value of the Trademarks and
the goodwill therein and will ensure that it will, and will include in any
license with any other licensee of the Trademarks that such licensee will,
provide goods, products and services that meet the Standards and Quality.

5.3 Licensor and Licensee agree and covenant that for federal and state
income tax purposes, the transfer of property under this Agreement
constitutes part of a series of transfers of property to Licensee in exchange
for stock in Licensee in a transaction described in Section 351 of the
Internal Revenue Code of 1986, as amended, and agree and covenant to make all
tax filings in a manner consistent with this Section 5.3.

6. QUALITY AND APPROVAL

Licensee shall use the Trademarks only so long as the Services meet with
the Standards and Quality approved by the Licensor, as reflected in EXHIBIT C.
Licensee recognizes that the manner in which Licensee uses the license herein
granted could have a significant effect on the quality image

<PAGE>

of Licensor's Trademarks. Licensee promises to maintain the same quality in
the Services provided under the Trademarks as reflected in EXHIBIT C and as
may thereafter be proposed by Licensee and approved in writing by Licensor.

7. INFRINGEMENT OF THE TRADEMARKS

7.1 The parties agree to notify each other promptly of any material acts
of infringement or unfair competition involving the Trademarks or a claim by
a third party that the use of the Trademarks by the parties, their affiliates
or sublicensees infringes the rights of a third party or constitutes unfair
competition.

7.2 Licensee shall have the initial right to take steps to prevent or
terminate (i) any use by a third party of the Trademarks or a confusingly
similar service mark or name in any manner likely to cause confusion and not
expressly permitted by this Agreement or (ii) acts of unfair competition
which adversely affect the Trademarks or the Licensee's rights thereto
(collectively "INFRINGEMENT OF THE TRADEMARKS"), promptly upon receipt of
notice from the Licensor or upon becoming aware of the Infringement of the
Trademarks. Any action taken by Licensee shall be at Licensee's sole expense.

7.3 In the event that Licensee commences a proceeding or any other form
of action to prevent or terminate Infringement of the Trademark, if so
requested by Licensee, Licensor will cooperate fully, at Licensee's expense,
to whatever extent Licensee reasonably deems necessary or appropriate to
prosecute such action or proceeding, including but not limited to being named
as a party to and providing evidence in the action or proceeding.

7.4 Where Licensee fails to prosecute or terminate Infringement of the
Trademarks by third parties, where Licensee fails to take adequate steps to
protect the value of and goodwill associated with the Trademarks, or if
Licensor in its own discretion decides that it would be in Licensor's best
interests to become involved in any litigation or other action being taken by
Licensee with respect to protection of or Infringement of the Trademarks,
Licensor may take whatever action it deems appropriate or desirable,
including without limitation, the initiation of legal proceedings or the
joining in legal proceedings initiated by Licensee. Any such actions taken
by Licensor will be conducted at Licensor's expenses.

7.5 In the event that Licensor commences a proceeding or any other form
of action to prevent or terminate Infringement of the Trademark, if so
requested by Licensor, Licensee will cooperate fully, at Licensor's expense,
to whatever extent Licensor reasonably deems necessary or appropriate to
prosecute such action or proceeding, including but not limited to being named
as a party to and providing evidence in the action or proceeding.

7.6 If any amount is awarded with respect to any suit or action brought by
Licensor or Licensee under this Article, the amount of such award shall first be
proportionately allocated between Licensor and Licensee in reimbursement of the
out-of-pocket costs and expenses incurred

<PAGE>

by Licensor and Licensee in the suit or action, and the remainder shall be
apportioned between Licensor and Licensee pursuant to their mutual agreement
as to their respective damages.

7.7 In addition to obtaining the registration contemplated by Section
4.2, Licensee at its sole expense may require Licensor to make application
for further protection of the Trademarks or any portion thereof by state,
federal or foreign registration. In any such event, Licensor agrees to
cooperate, at Licensee's expense, with Licensee in the securing promptly of
such registration.

8. EXCLUSIVITY AND NON-EXCLUSIVITY

8.1 Licensee shall have no right to use any of the Trademarks other than
as specifically stated in this Agreement, and Licensor expressly reserves the
right to use, and to license others to use, all rights in and to the
Trademarks not expressly granted to Licensee herein; provided, however, that
Licensor's right to use the Trademarks shall be subject to the Restrictions
provided for in EXHIBIT D.

8.2 Licensor shall (A) enter into licensing agreements with Crow Family
Holdings and Crow Investment Trust (defined in EXHIBIT D) and (B) use
reasonable efforts to enter into such additional licensing or other
agreements or provisions with Affiliated Entities and, to the extent it has a
contractual right to do so, other parties, as may be reasonably required to
effect the various provisions listed in EXHIBIT D with respect to the use of
certain of the Trademarks; such to be effective only upon and at the
completion of the Initial Public Offering of the Licensee.

9. REPRESENTATIONS AND WARRANTIES

9.1 Licensor represents and warrants that:

(a) Licensor has full power and authority to enter into this
Agreement, to grant the rights granted herein, and to perform its
obligations hereunder, and to do so will not violate or conflict
with any material term or provision of any agreement, instrument,
statute, rule, regulation, order or decree to which Licensor is a
party or by which it is bound, except as expressly disclosed to
Licensee.

(b) Licensor is the owner of the Trademarks and with the exception of
the restrictions permitted pursuant to EXHIBIT D, there are no
liens, encumbrances or restrictions that relate to the Trademarks
(whether written, oral, or implied) not expressly disclosed to
the Licensee or known to Licensee which conflict with the rights
granted to Licensee hereunder.

(c) Except as set forth on EXHIBIT D or otherwise expressly disclosed
to Licensee by Crow Family or known to Licensee, Licensor has no
knowledge of any third party who has registered, has applied to
register, is using, is authorized

<PAGE>

to use or asserts a right to use the Trademarks, and except as
permitted by EXHIBIT D, has not granted any written licenses to
use the Trademarks.

9.2 Licensee represents and warrants that Licensee has the full power
and authority to enter into this Agreement and to perform its obligations
hereunder, and to do so will not violate or conflict with any material term
or provision of its charter or bylaws or of any agreement, instrument,
statute, rule, regulation, order or decree to which it is a party or by which
it is bound.

10. INDEMNITY

LICENSEE ACKNOWLEDGES AND AGREES THAT IT WILL HAVE NO CLAIM AGAINST
LICENSOR FOR ANY DAMAGE TO PROPERTY OR INJURY TO PERSONS ARISING OUT OF THE
OPERATION OF LICENSEE'S BUSINESS.

LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR AND ITS
PARTNERS, OFFICERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES FROM AND
AGAINST ANY AND ALL SUITS, DEMANDS, OR CLAIMS AND ALL COSTS, LOSSES,
LIABILITIES, EXPENSES, SETTLEMENTS (WHETHER VOLUNTARY OR OTHERWISE) AND
JUDGMENTS INCURRED IN CONNECTION THEREWITH, INCLUDING ATTORNEY'S FEES AND
COURT COSTS (SUCH FEES AND COURT COSTS EITHER HAVING BEEN INCURRED IN DEFENSE
OF SUCH CLAIMS, DEMANDS OR SUITS OR OTHERWISE), INCLUDING WITHOUT LIMITATION
ALL CLAIMS, DEMANDS AND SUITS FOR DAMAGES OR INJURIES, INCLUDING DEATH, TO
ANY AND ALL PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED AND WHETHER ARISING
IN EQUITY, AT COMMON LAW, OR BY STATUTE, INCLUDING THE TEXAS DECEPTIVE TRADE
PRACTICES ACT OR SIMILAR STATUTE OF OTHER JURISDICTIONS, OR UNDER THE LAW OF
CONTRACTS, TORTS (INCLUDING WITHOUT LIMITATION, NEGLIGENCE AND STRICT
LIABILITY WITHOUT REGARD TO FAULT) OR PROPERTY, OF EVERY KIND OR CHARACTER,
AND WHETHER OR NOT DUE IN WHOLE OR IN PART TO LICENSOR'S SOLE OR CONCURRENT
NEGLIGENCE OR OTHER FAULT, BREACH OF CONTRACT OR WARRANTY, VIOLATION OF THE
TEXAS DECEPTIVE TRADE PRACTICES ACT, OR STRICT LIABILITY WITHOUT REGARD TO
FAULT, BASED UPON, IN CONNECTION WITH, RESULTING FROM OR ARISING OUT OF THE
BREACH OF THIS AGREEMENT BY LICENSEE (OR THE CORRESPONDING PROVISIONS OF ANY
SUBLICENSE BY ANY SUBLICENSEE) OR THE PROVIDING BY LICENSEE OR ANY
SUBLICENSEE OF GOODS OR SERVICES UNDER TRADEMARKS LICENSED PURSUANT TO THIS
AGREEMENT.

LICENSOR SHALL DEFEND, INDEMNIFY AND HOLD LICENSEE AND ITS PARTNERS,
OFFICERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES HARMLESS FROM AND
AGAINST ANY AND ALL SUITS, DEMANDS, OR CLAIMS AND ALL COSTS, LOSSES,
LIABILITIES, EXPENSES, SETTLEMENTS (WHETHER VOLUNTARY OR OTHERWISE) AND
JUDGMENTS INCURRED IN CONNECTION THEREWITH,

<PAGE>

INCLUDING ATTORNEY'S FEES AND COURT COSTS (SUCH FEES AND COURT COSTS EITHER
HAVING BEEN INCURRED IN DEFENSE OF SUCH CLAIMS, DEMANDS OR SUITS OR
OTHERWISE), INCLUDING WITHOUT LIMITATION ALL CLAIMS, DEMANDS AND SUITS FOR
DAMAGES OR INJURIES, INCLUDING DEATH, TO ANY AND ALL PERSONS OR PROPERTY,
WHETHER REAL OR ASSERTED AND WHETHER ARISING IN EQUITY, AT COMMON LAW, OR BY
STATUTE, INCLUDING THE TEXAS DECEPTIVE TRADE PRACTICES ACT OR SIMILAR STATUTE
OF OTHER JURISDICTIONS, OR UNDER THE LAW OF CONTRACTS, TORTS (INCLUDING
WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY WITHOUT REGARD TO FAULT)
OR PROPERTY, OF EVERY KIND OR CHARACTER, AND WHETHER OR NOT DUE IN WHOLE OR
IN PART TO LICENSEE'S SOLE OR CONCURRENT NEGLIGENCE OR OTHER FAULT, BREACH OF
CONTRACT OR WARRANTY, VIOLATION OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT,
OR STRICT LIABILITY WITHOUT REGARD TO FAULT, BASED UPON, IN CONNECTION WITH,
RESULTING FROM OR ARISING OUT OF ANY BREACH BY LICENSOR OF THIS AGREEMENT.

LICENSEE'S AND LICENSOR'S RESPECTIVE CONTRACTUAL OBLIGATIONS OF
INDEMNIFICATION SHALL EXTEND TO ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION
ALLEGING ACTS OF NEGLIGENCE, FAULT, OR CONTRIBUTORY NEGLIGENCE ON THE PART OF
THE INDEMNIFIED PARTY; PROVIDED, HOWEVER, A PARTY'S RESPECTIVE CONTRACTUAL
OBLIGATION OF INDEMNIFICATION HEREUNDER SHALL NOT EXTEND TO ANY CONSEQUENCES
ADJUDICATED TO HAVE BEEN A RESULT OF THE OTHER PARTY'S NEGLIGENCE, ERROR,
BREACH OF CONTRACT OR OMISSIONS. TO THE EXTENT THAT BOTH PARTIES ARE
ADJUDICATED TO BE JOINTLY AT FAULT OR RESPONSIBLE, EACH SHALL INDEMNIFY AND
HOLD THE OTHER HARMLESS FROM ALL LIABILITY ATTRIBUTABLE TO THEIR OWN
RESPECTIVE NEGLIGENCE OR OTHER FAULT.

11. INSURANCE

Licensor and Licensee agree to deliver to each other on or before the
effectiveness of this Agreement and to maintain for so long as the Trademarks
are being used by Licensee and for a period of three years thereafter,
endorsements from their respective insurance companies, naming Licensor or
Licensee, as the case may be, and their respective partners, officers,
employees, agents and other representatives as named insureds, as their
interests may appear, on all general liability insurance policies covering
the respective parties. Licensor and Licensee shall each bear their own
costs in maintaining the insurance policies.

12. REMEDIES

The parties recognize the unique and special nature and value of the use
of the Trademarks and agree that it is extremely difficult and impractical to
ascertain the extent of the detriment to Licensor which would be caused in
the event of any use of the Trademarks contrary to the terms of

<PAGE>

this Agreement. The parties further acknowledge that Licensor will have no
adequate remedy at law in the event Licensee uses the Trademarks in any way
not permitted hereunder, and that Licensor, through the use of the
Arbitration provisions contained in Section 16, shall be entitled to
equitable relief by way of temporary and permanent injunction, and such other
and further relief at law or equity as any arbitrator or court of competent
jurisdiction may deem just and proper, in addition to any and all other
remedies provided for herein. Such relief, however, shall not extend, except
as a result of the termination of this Agreement, to any equitable or other
relief that would prevent Licensee from using or continuing to use the
Trademarks as licensed hereunder in accordance herewith.

13. TERMINATION

13.1 In respect of any breach or noncompliance with the provisions of
this Agreement, any party may seek any remedy permitted at law or in equity,
including without limitation damages or the specific performance of any
obligation, but excluding, except as provided for in this Article 13,
termination of this Agreement.

13.2 In the event that Licensee materially breaches Licensee's obligation
to maintain the Standards and Quality and such breach materially and
adversely affects the value of the Trademarks, Licensor shall give notice of
said breach in writing to Licensee. Licensee shall have (A) sixty (60) days
in which to initiate the cure or correction of any breach and (B) provided
such cure or correction is commenced in such sixty (60) day period and
thereafter diligently pursued, a period not to exceed one hundred and eighty
(180) days from the date of Licensor's notice of said breach in which to
complete the cure or correction of said breach and, failing such, Licensor
may terminate this Agreement. As part of its correction efforts, Licensee
will not be required to restore to Licensor any loss in reputation the names
or Trademarks may have incurred prior to such correction. Such termination,
if disputed by Licensee, shall be effective only upon a final resolution of
an arbitration proceeding wherein it is determined that Licensee had
materially breached Licensee's obligation to maintain the Standards and
Quality and such breach materially and adversely affected the value of the
Trademarks.

13.3 In the event that Licensee shall file or permit to be filed any
petition under the bankruptcy or insolvency laws of any jurisdiction and such
proceedings result in a total liquidation of Licensee, Licensor shall have
the right to terminate this Agreement upon written notice to Licensee and
payment to Licensee (or any successor) of the then fair market value of the
license granted hereunder.

13.4 In the event that Licensee and all sublicensees cease to use all of
the Trademarks for a consecutive period of 12 months, Licensor shall have the
right to terminate this Agreement upon written notice to Licensee and payment
to Licensee of the then fair market value of the license granted hereunder.

<PAGE>

13.5 In the event of any termination of this Agreement:

(a) The provisions of Sections 10, 11 and 12 shall survive such
termination;

(b) Licensor and Licensee shall keep in full force and effect the
insurance required by Section 11 following such termination as
required therein; and

(c) Licensee, its Permitted Assigns and its sublicensees shall
immediately cease any and all use of the Trademarks in any manner
whatsoever and all rights granted to Licensee hereunder shall
immediately revert to Licensor, provided that sublicensees that
are primarily single or limited purpose entities or joint
ventures (but expressly excluding without limitation, any
operating company), may continue to use the Trademarks subject to
all of the provisions herein provided so long as the scope of the
sublicensees business remains the same as it was on the date of
the termination of this Agreement.

(d) The Restrictions contained in EXHIBIT D shall be deemed
terminated on the date this Agreement terminates, provided that
for a ten (10) year period subsequent to such date, neither
Licensor nor any of its licensees shall have the right to use the
name/trademarks "Trammell Crow Company" or "Trammell Crow" in
association with or as the name/trademark of any business, except
to the extent permitted by EXHIBIT D prior to such termination.
If, however, all sublicensees cease to use any of the trademarks,
such ten (10) year period shall be shortened to a period of two
(2) years and three hundred and sixty four (364) days after the
date of the last use of any of the Trademarks by a sublicensee,
it being the express intent of the parties not to abandon the
Trademarks.

14. NOTICES

14.1 All notices and other communications required or permitted under this
Agreement will be in writing and will be (i) sent by electronic facsimile
transmission, or by hand delivery and (ii) mailed by certified mail, return
receipt requested, in each case to the address or facsimile number as provided
below. Any party may, by giving notice to the other party in accordance with
this paragraph, change the address or facsimile number at which it is to receive
notices or other communications hereunder.

<PAGE>

14.2 Notices provided for herein shall be considered effectively given two
business days after sent by certified mail or when actually received by
facsimile transmission or hand delivery, in the case of Licensor, to

c/o Crow Family Holdings
3200 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: General Counsel
Facsimile no.: (214) 863-4012

and in the case of Licensee, to

3400 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attention: Legal Group
Facsimile no.: (214) 863-3120

with copies of such notices sent to the Chief Executive Officer and Chief
Financial Officer at such addresses or numbers.

15. ASSIGNMENT

EITHER PARTY MAY ONLY ASSIGN ITS RIGHTS HEREUNDER TO A PERMITTED ASSIGNEE
UPON WRITTEN NOTICE TO THE OTHER PARTY. EXCEPT FOR THE FOREGOING, NO
ASSIGNMENT OF THIS AGREEMENT IS PERMITTED BY LICENSOR OR LICENSEE. NOTHING
HEREIN CONTAINED SHALL PRECLUDE THE ASSIGNMENT BY LICENSOR OF ANY TRADEMARKS
OR OTHER INTELLECTUAL PROPERTY RIGHTS NOT GRANTED TO LICENSEE HEREUNDER. IN
THE CASE OF ANY ASSIGNMENT, THE ASSIGNEE MUST PROVIDE A WRITTEN STATEMENT OF
ITS INTENT TO AND AGREEMENT TO BE BOUND BY ALL OF THE TERMS OF THIS
AGREEMENT. IN THE CASE OF ANY SUBLICENSE, SUBLICENSEES SHALL AGREE TO BE
BOUND BY ALL THE TERMS OF THIS AGREEMENT. ALL SUBLICENSEES OF LICENSEE SHALL
BE BOUND BY ANY ASSIGNMENT MADE PURSUANT TO THIS SECTION 15. IN NO EVENT,
HOWEVER, SHALL ANY SUBLICENSEE BE ENTITLED TO ENFORCE THE PROVISIONS OF
EXHIBIT D HERETO WHICH SHALL BE FOR THE SOLE AND EXPRESS BENEFIT OF LICENSOR
AND LICENSEE AND THEIR RESPECTIVE PERMITTED ASSIGNEES AND SHALL BE
ENFORCEABLE ONLY BY LICENSOR AND LICENSEE AND THEIR RESPECTIVE PERMITTED
ASSIGNEES.

16. ARBITRATION

The parties hereby agree to resolve by binding arbitration any and all
claims, demands, actions, disputes, controversies, damages, losses, liabilities,
judgments, payments of interest, penalties, enforcement of settlement
agreements, deficiencies, any and all demands not yet matured into one of the
foregoing, and other matters in question arising out of or relating to this
Agreement,

<PAGE>

the alleged breach thereof, or in any way relating to the subject matter of
this Agreement (all of which are referred to as "CLAIMS"), even though some
or all of such Claims allegedly are extra-contractual in nature and even
though some or all of such Claims sound in contract, tort or otherwise, at
law or in equity, in accordance with Commercial Arbitration Rules (the
Supplementary Procedures for Large, Complex Disputes, if applicable) of the
American Arbitration Association (the "AAA") in effect at the time of the
Claims, as modified by the procedures set forth in EXHIBIT E hereto. Licensor
and Licensee hereby acknowledge and agree that this Agreement and the
obligations to be performed hereunder constitute interstate commerce. THE
ARBITRATORS SHALL HAVE NO AUTHORITY TO AWARD CONSEQUENTIAL DAMAGES OR
PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARY DAMAGES,
TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OF DAMAGES) REGARDLESS
OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER STATE LAW; THE PARTIES HEREBY
AGREEING THAT NEITHER PARTY HERETO SHALL BE LIABLE FOR CONSEQUENTIAL DAMAGES
OR PUNITIVE DAMAGES IN CONNECTION WITH ANY SUCH CLAIMS.

17. BINDING EFFECT

This Agreement will inure to the benefit of and be binding upon the
parties, their successors and their Permitted Assignees.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or
unenforceable, in whole or part, such invalidity will not affect any
otherwise valid provision, and all other valid provisions will remain in full
force and effect.

19. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which
will be deemed an original, and all of which together will constitute one
document.

20. TITLES

The titles and headings preceding the text of the paragraphs and
subparagraphs of this Agreement have been inserted solely for convenience of
reference and do not constitute a part of this Agreement or affect its
meaning, interpretation or effect.

<PAGE>

21. WAIVER

The failure of either party hereto to insist in any one or more instances
upon performance of any terms or conditions of this Agreement will not be
construed as a waiver of future performance of any such term, covenant, or
condition and the obligations of any party with respect to such term,
covenant or condition will continue in full force and effect and either party
may, within the time provided by applicable law, enforce any or all of such
rights.

22. OTHER AGREEMENTS

This Agreement constitutes the entire agreement among the parties
regarding the matters subject to this Agreement, and any prior
understandings, agreements, or representations among the parties are
superseded to the extent they relate to the subject matter of this Agreement.

23. MODIFICATION

Except as otherwise provided herein, this Agreement cannot be amended or
modified except by subsequent written agreement between the Licensee and
Licensor which specifically mentions this Agreement.

24. GOVERNING LAW AND JURISDICTION

This Agreement will be construed and enforced in accordance with the laws
of the State of Texas, excluding and without giving effect to the principles
of conflict of laws. Subject to Section 16 hereof, the parties consent to
the jurisdiction of any court in Dallas County, Texas for any action
commenced by a party arising out of matters related to this Agreement. The
parties further agree and acknowledge that this Agreement is performable in
Dallas County, Texas, and hereby waive the right to commence any action
arising out of matters related to this Agreement in any court outside Dallas
County, Texas, except an action ancillary to an arbitration pursuant to
Article 16 or to enforce or implement any arbitration award or decree under
Article 16.

25. INDEPENDENT CONTRACTORS; NO JOINT VENTURE

It is agreed and understood that Licensee is an independent contractor
and not an agent or employee of Licensor. Nothing contained herein shall be
deemed to create a partnership or joint venture between the parties, and
neither party hereto shall have the right or authority to bind the other.
This Agreement is intended to affect only the names and marks that the
parties use in conducting their respective businesses, but not to otherwise
affect the scope of each party's permissible activities.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their authorized representatives on the dates indicated below.

LICENSOR: LICENSEE:

CROW FAMILY PARTNERSHIP, L.P. TRAMMELL CROW COMPANY

By: Crow Family, Inc., General Partner

By:________________________________ By:________________________________
Name:______________________________ Name:______________________________
Title:_____________________________ Title:_____________________________
Dated:_____________________________ Dated:_____________________________

<PAGE>

EXHIBIT A
---------

LICENSED TRADEMARKS, TRADE NAMES, DESIGNS
LOGOS AND ARTWORK

1. "Trademarks" means (i) "Trammell Crow," "Trammell Crow Company,"
"Trammell Crow Commercial Company," and "Trammell Crow Ventures" and (ii) any
other name or mark the use of which is hereafter licensed by Licensor in
writing to Licensee if such use conforms to the terms of that license;
provided, however, that Licensee shall be permitted to adopt any of the
foregoing Trademarks, or an acronym or abbreviation thereof, or a trade name
containing, or any design, logo or artwork incorporating, any of the
Trademarks whether singly or in combination with other such names or marks
not licensed hereunder with a geographical designation or abbreviation
thereof, and/or including without limitation, such phrases as "Advisory
Services," "Corporate Services," "Development," "Real Estate Services" or
product types as "Office," "Industrial," or "Retail" (it being understood
that such phrases or marks are not purported to be licensed hereunder).
"Trademarks" specifically does not mean or include the name or mark "Crow,"
whether alone or embedded in any other name or mark, except following the
name "Trammell." Notwithstanding the foregoing (i) the name and mark "Crow"
may be used on a non-exclusive basis by Licensee without the word "Trammell"
solely in internal corporate communications and legal documentation but not
in sales, marketing or other materials voluntarily made publicly available or
to third parties, and (ii) the definition of "Trademarks" does not mean or
include the use of any of the names or marks listed in (i) or (ii) above in
combination with the words "International," "Residential" or "Interests" or
the acronym "TCR" or "TCI."

A-1

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EXHIBIT B
---------
SERVICES

Services" shall mean and include any and all activities, goods, products
and services in any and all areas of business except for the "Residential Real
Estate Business."

"Residential Real Estate Business" means the business of ownership,
acquisition, construction, development, management and brokerage of
residential facilities, rental housing and for sale housing and the provision
of services to users of residential real estate services including owners,
investors, buyers, sellers, landlords, tenants, brokers, advisors and
financial institutions. (Thus, for example, Licensee may not engage in the
Residential Real Estate Business under the name "Trammell Crow" or under any
of the other Trademarks. Should Licensee elect to engage in the Residential
Real Estate Business under another name, i.e., a name that is not one of the
Trademarks or a name confusingly similar thereto, Licensee would be permitted
to describe in Licensee's SEC filings and communications with the financial
and investment community that Licensee is engaged in such business under that
other name.)

B-1

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EXHIBIT C
---------

STANDARDS AND QUALITY

Licensee hereby acknowledges the standards, quality, style and image
represented by, and of services rendered under, the Trademarks.

For purposes of this Agreement, "Standards and Quality" specifically
shall mean the type and quality of performance of services and the type and
quality of goods and products that meet the standards of services and goods
and products historically set by Mr. Trammell Crow or Texas TCC for their
respective Affiliated Entities.

C-1

<PAGE>

EXHIBIT D
---------

RESTRICTIONS

1. Definitions (solely with respect to this EXHIBIT D):

1.1 "Crow Family" means and includes Trammell Crow Interests Company, a
Texas corporation, d/b/a Crow Family Holdings; Crow Realty Investors, L.P., a
Texas limited partnership, d/b/a Crow Investment Trust; any subsidiary of
Crow Family Holdings or Crow Investment Trust or any other entity directly or
indirectly controlling, controlled by, or under common control with Crow
Family Holdings or Crow Investment Trust, including but not limited to
Trammell Crow International and Crow Agricultural; and the lineal descendants
(and trusts for the benefit thereof) of Trammell Crow and Margaret Crow who
are, or become, parties to the Crow Family Holdings Governance Agreement
dated July , 1997.
--

1.2 "Real Estate Service Business" means the business or businesses of
providing comprehensive real property management, project leasing, brokerage
facilities and infrastructure management, development and construction, and
retail services to all users of commercial real estate services including
real estate owners and investors, buyers and sellers of real estate, tenants,
real estate brokers and financial institutions, including but not limited to,
overseeing building operations and tenants, space planning and relocation
coordination, facility design, development and construction, general
contracting, tenant representation, real estate investment sales and general
brokerage services; provided that Real Estate Service Business shall not
include the performance or provision of any such services incident to a
material investment in or sponsorship of an investment fund or other entity
(but expressly excluding any such services to any third party) that does not
have any class of equity securities registered under Section 12 of the
Securities Exchange Act.

1.3 "Commercial Real Estate Business" means any business or businesses of
developing, acquiring, managing, financing, owning or investing in real
estate (including, but not limited to, office, industrial, or retail) whether
conducted directly or indirectly, or through subsidiaries, joint ventures,
partnerships or other arrangements.

2. Restrictions on the Licensor's use of the Trademarks and certain marks
related thereto:

2.1 Licensor shall provide the applicable constituents of Crow Family and
its successors and assigns with the right to use the names/trademarks "Crow
Family Holdings" and "Crow Investment Trust" and their acronyms and any and
all designs, logos and artwork connected therewith, in any context, except in
a Real Estate Service Business. Names of businesses including these
permitted names/trademarks may also include real estate-related words that do
not connote a Real Estate Service Business (e.g. "Crow Family Holdings Realty
Partners" would be permitted, but "Crow Family Holdings - Management
Services" would not be permitted), but these other words must not

D-1

<PAGE>

interrupt the string of words in the permitted name/trademark (e.g. "Crow
Family Holdings - Industrial" would be permitted, but "Crow Family Industrial
Holdings" would not be permitted).

2.2 Subject to paragraphs 2.4 and 2.6 below, any right to use the
name/trademark "Crow" granted by Licensor to Crow Family specifically shall
not include the right to use the name/trademark "Crow" in association with or
as the name/trademark of any Real Estate Service Business or Commercial Real
Estate Business (or in a tag line associated with such name/trademark) in (A)
any combination with the word "Company" or (B) any combination with any word
or phrase that connotes a "Real Estate Service Business," including but not
limited to terms or phrases "Development," "Brokerage," "Management,"
"Property Management," "Services," "Corporate Services," "Infrastructure
Management," "Leasing" or "Tenant Representation," except that nothing herein
shall prevent the use of the name "Crow" in conjunction with a first name
other than "Trammell," provided such first name is not deceptively similar to
or would likely be confused with the name "Trammell," e.g. "Tram L. or T.
Crow").

2.3 In conjunction with paragraph 2.1 above, Licensor shall grant Crow
Family and its successors and assigns the right to pick another permitted
name/trademark, including the name/trademark "Crow" (for use for the same
services and in the same manner permitted under paragraph 2.1) which
name/trademark will be selected on or before September 1, 1998 and will be
subject to the written approval of Licensee (which approval shall not be
unreasonably withheld), but if Crow Family exercises such right, then Crow
Family shall be required to cease, subject to the exceptions listed below,
the use of one of the two original names/trademarks within (A) six months
after commencing use of the new name/trademark or (B) September 1, 1998,
whichever shall first occur. The names and trademarks "Crow Family," "Crow
Investments" and "Crow Holdings" and any other permutation of the words in
the two initially approved names and trademarks are hereby pre-approved by
Licensee. As a specific exception to its general obligation to cease using
the old name/trademark, if Crow Family elects to change one of its
names/trademarks pursuant to this paragraph, Licensor shall not require Crow
Family to change the names/trademarks of any entity existing as of the
effective date of such change, so long as (i) the scope of such entity's
business is not in any material way expanded beyond that in which it was
engaged as of the effective date of the change or (ii) such entity is as of
such date and thereafter remains dormant. A material expansion of the scope
of an entity's business will include Crow Family's agreement or authorization
to increase the capitalization of an entity beyond its then current
contractual capitalization limits in order to acquire additional business
opportunities, but funding up to such limits and funding beyond such limits
for operating or repair and replacement requirements or for capital
improvements ancillary to existing improvements shall be deemed not to be a
material expansion. As a further exception to the general obligation to
cease using the old name/trademark, the Crow Family and its successors and
assigns may be allowed by the Licensor to continue to use the old name in
internal corporate communications and legal documents (including private
placement disclosure statements and any agency or government reporting
requirements or statements), and as otherwise required by law; however, in no
event will such continued use be allowed in any marketing materials or other
like items. The old name may also be used after the words "formerly known
as" for a period not to exceed one year or such longer period as may be
required by law.

D-2

<PAGE>

2.4 Subject to the terms of this Section 2.4, Licensee hereby acknowledges
and agrees that in addition to the entities doing business under the name
"Crow Family Holdings," "Crow Investment Trust," and other entities permitted
to conduct business using certain of the Trademarks pursuant to the terms of
this EXHIBIT D, certain existing entities that are or have been affiliates of
or otherwise related to Crow Family have in the past, currently are and may
in the future continue to conduct business through entities using one or more
of the Trademarks or the name "Crow" in a manner inconsistent with the terms
of this Agreement. These entities (collectively, the "NON-CONFORMING USERS")
include, by way of example only, the partnerships and corporations commonly
known as the "Existing Asset Base" or "Trammell Crow Commercial Company,"
"Crow-Wright," and "Crow-Foody," but shall exclude Crow Family Holdings and
Crow Investment Trust, which are otherwise permitted herein. The licenses to
be granted by Licensor to Crow Family consistent with the terms hereof shall
include the agreement of Crow Family (to the extent the members of Crow
Family are party thereto) not to cause, consent or agree to or otherwise
cooperate with, and, to the extent Crow Family has contractual authority to
do so, to use reasonable efforts to prevent (but without being required to
incur any obligations or liability or initiate legal action to do so) any
Non-Conforming Users from expanding the scope of its business beyond that
existing as of September 1, 1997, in any material way, or from otherwise
violating the terms of this Agreement in any manner not expressly authorized
herein.

2.5 Licensor will not license or otherwise authorize the name/trademark
"Crow" to be used in the name/trademark (or any associated tag line) of any
publicly held entity having equity securities registered under Section 12 of
the Securities Exchange Act from and after the date the entity first files a
registration statement under the Securities Act or the Securities Exchange
Act. (As an exception to the preceding limitation, Licensor or other Crow
Family entities licensed by Licensor may indicate in their respective SEC
filings and in communications with the financial and investment community
their affiliations with Licensor or Crow Family and may indicate their former
names; and the names/trademarks "Trammell Crow Residential Company,"
"Trammell Crow Residential" and "TCR" may be used for any public entity,
pursuant to the terms of applicable agreements among Trammell Crow
Residential Company, Crow Family and, if applicable, Licensee, pertaining to
name/trademark use by TCR.

2.6 Subject to paragraph 2.5 above, Licensor shall (to the extent
applicable) grant Crow Family the right to use the name/trademark "Crow" (as
opposed to one of the longer, approved names/trademarks described in
paragraphs 2.1 and 2.3 above) in the name of any business that is not
primarily engaged in an aspect of the real estate business (including without
limitation, the Commercial Real Estate Business and the Real Estate Service
Business, together with hotels, service centers and marts) so long as the
name/trademark of such business also includes a word that is descriptive of
its business (e.g., "Crow Publishing"), provided that the foregoing shall not
preclude the ownership, operation and management of real estate which is
incidental to any such business.

D-3

<PAGE>

2.7 If Crow Family should enter any Real Estate Services Business, whether
directly or through a strategic alliance with another (non-Licensee) service
provider, Licensor may not grant any license to or authorize Crow Family to
use the name/trademark "Crow" in the name (or associated tag line) or as the
trademark of such business.

2.8 Certain individual family members of Crow Family (broadly defined to
include family members who are not parties to the Crow Family Holding
Governance Agreement) and their respective trusts will not be parties (in
their individual or beneficiary capacities) to and, as a result, may not be
bound by the various license agreements or other provisions with respect to
the name/trademark issues contemplated or required herein. Accordingly, the
licenses to be granted by Licensor to Crow Family consistent with the terms
hereof shall include the agreement of Crow Family (to the extent the members
of Crow Family are parties thereto), upon the written request of Licensee, to
use reasonable efforts to cause or prevent, to the extent Crow Family is
entitled under the terms of any contract or agreement to do so, these other
family members or their trusts from violating any of the agreements and
restrictions referenced herein [assuming they were directly bound by one or more
of them. Further, as a part of its grant to the Crow Family of rights to use
certain of the Trademarks, Licensor shall include the agreement of Crow Family
(to the extent the members of Crow Family are parties thereto) to provide such
assistance, at Licensee's expense, as may reasonably be necessary to obtain a
state, federal or foreign trademark registration on the mark "Trammell Crow" and
on such other names/trademarks as Licensee may reasonably request in accordance
with the Agreement.

2.9 Licensor will obligate Trammell Crow International to cease all use of
the name and trademark "Trammell Crow" (and any names or marks confusingly
similar thereto) within three (3) years after the date of this Agreement.
Licensor (and the Crow Family) will further obligate Trammell Crow
International to cease all use of the name and trademark "Trammell Crow" (and
any names or marks confusingly similar thereto) in any given city within
twelve (12) months following written notice to Licensor by Licensee that
Licensee (or one of its subsidiaries) has opened an office in that city. For
the purpose of the foregoing, "Crow Family Holdings" and "Crow Investment
Trust," and any replacement name selected by Crow Family pursuant to Section
2.3, and the acronyms of those names shall be deemed not to be confusingly
similar.

D-4

<PAGE>

EXHIBIT E
---------

ARBITRATION PROCEDURES

DEMAND FOR ARBITRATION. Arbitration shall be commenced by a written
demand for arbitration, describing in reasonable detail the dispute and the
amount and nature of the relief sought (the "Notice and Demand for
Arbitration"), given by one party (the "claimant") to the other (the
"respondent") and to the office of the AAA in Dallas, Texas. If the relief
sought in the arbitration is a determination as to whether (i) the Licensee
has materially breached Licensee's obligation to maintain the Standards and
Quality, (ii) such breach materially and adversely affected the value of the
Trademarks, and (iii) Licensee failed thereafter upon notice to correct such
breach in the time provided in the Agreement and thus the Agreement may be
terminated in accordance with Section 13 of the Agreement, then such
arbitration shall proceed in accordance with paragraph (B) below
("TERMINATION ARBITRATION"). Otherwise, the arbitration shall be pursuant to
paragraph (A) below.

(A) NON-TERMINATION ARBITRATION

(1) NUMBER AND SELECTION OF ARBITRATORS. The arbitration shall be
conducted by a single arbitrator except that, if the amount in controversy
exceeds $1,000,000 or involves equitable relief (other than termination),
either party may require, by notice given to the other, that the matter be
heard by a panel of three arbitrators. If the claimant elects to require
three arbitrators, the election must be set forth in the Notice and Demand
for Arbitration. If the respondent elects to require three arbitrators,
notice of the election must be provided to the claimant and the AAA within
seven days from the date the Notice and Demand for Arbitration is given. If
neither party so elects in the manner and within the time set forth above,
the matter shall be heard by a single arbitrator. If there is to be a single
arbitrator, the arbitrator shall be selected pursuant to the Commercial
Arbitration Rules of the AAA. If there are to be three arbitrators, each
party shall have ten days from the date the Notice and Demand for Arbitration
is given to select an arbitrator and notify the AAA and the other party of
the selection. The party-appointed arbitrators shall then select the third
arbitrator, who shall act as chairperson of the panel. If the
party-appointed arbitrators fail to agree upon a third arbitrator within 20
days from the date the Notice and Demand for Arbitration is given, the third
arbitrator shall be selected by the AAA. Any neutral arbitrator, whether
appointed by the AAA or by the party-appointed arbitrators, shall be licensed
to practice law in the State of Texas, in good standing with the State Bar of
Texas, and shall have not less than 15 years of experience as an attorney or
judge. In addition, the neutral arbitrator shall have experience with
complex business disputes.

(2) LOCATION OF ARBITRATION. The arbitration shall be conducted in
Dallas, Texas, at the office of the AAA or such other location agreed upon by
the parties.

E-1

<PAGE>

(3) DISCOVERY. Discovery shall be conducted in accordance with the
Texas Rules of Civil Procedure, except that:

(i) depositions shall not be allowed except that either party may
have three depositions in addition to depositions of experts,
provided that no deposition shall exceed four hours and all
depositions must be completed within 50 days from the date the
Notice and Demand for Arbitration is given.

(ii) there shall be no requests for admissions,

(iii)each party shall be limited to no more than 15 interrogatories,
including subparts,

(iv) each party shall be limited to no more than two document
requests, including subparts, and

(v) document discovery shall be limited to documents directly
relevant to the matter in dispute. All privileges under state and
federal law, including attorney-client, work product, and party
communication privileges, shall be preserved and protected. All
experts engaged by a party must be disclosed to the other party
within 15 days from the date the Notice and Demand for
Arbitration is given. All discovery requests must by served
within 20 days from the date the Notice and Demand for
Arbitration is given. A party shall not be required to respond
to discovery requests served on the party after that deadline.

(4) TIMING OF ARBITRATION. The arbitration hearing shall be scheduled
to be held no later than 60 days after the date the Notice and Demand for
Arbitration is given. The arbitration hearing shall be conducted in one day.
The claimant shall be allowed four hours for presentation of the claimant's
case and any rebuttal to the respondent's presentation; the respondent shall
be allowed four hours for its response to the claimant's initial presentation.

(5) THE ARBITRATORS' AWARD. The decision of the arbitrator, or a
majority of the arbitrators, shall be reduced to writing and shall be
delivered to the parties no later than 15 days following the arbitration
hearing. Each party shall bear the party's own attorneys' fees and other
costs and expenses incurred in connection with the arbitration, including
without limitation the fees and expenses of the arbitrator to be appointed by
such party in the case of a three-arbitrator panel. The parties shall share
the other arbitrator's fees and any fees charged by the AAA equally.

E-2

<PAGE>

(B) TERMINATION ARBITRATION

The parties agree that the following principles and conditions will be
applicable to all aspects of any Termination Arbitration:

(1) Whenever such a controversy or dispute arises between the parties, as
to whether (i) the Licensee has materially breached Licensee's
obligation to maintain the Standards and Quality, (ii) such breach
materially and adversely affected the value of the Trademarks, and
(iii) Licensee failed thereafter upon notice to correct such breach
within the time provided in the Agreement and thus the Agreement may
be terminated in accordance with Section 13, either party may invoke
arbitration pursuant to this paragraph (B) by giving the other party
written notice in writing demanding that the controversy be submitted
to arbitration.

(2) Upon receipt of the written notice specified herein, the dispute or
controversy will first be referred to a panel of "inside" arbitrators
consisting of four people with authority to bind their respective
party (two from Licensee and two from Licensor). This panel then will
endeavor to resolve the dispute or controversy. If the panel cannot
resolve the dispute or controversy in thirty (30) days, the matter
shall be referred to "outside" arbitrators by either party giving the
other a written notice stating that the dispute or controversy is to
be submitted to outside arbitrators.

(3) In the sixty (60) days following the date that the written notice of
Paragraph (2) is given, the parties shall endeavor to select three
independent arbitrators (that is, arbitrators having no substantial
economic or other material relationship with either party). If the
parties cannot mutually agree on the three arbitrators within such
time period, then each party will (within sixty (60) days) select one
independent arbitrator and notify the AAA and the other party of the
selection. Within 21 days after the second of such notices, the two
party-appointed arbitrators shall select the third independent
arbitrator, who shall act as the chairperson of the panel. If the
party-appointed arbitrators fail to agree upon a third arbitrator
within the 21 day period, the third arbitrator shall be selected by
the AAA. Any neutral arbitrator, whether appointed by the AAA or by
the party-appointed arbitrators, shall be licensed to practice law in
the State of Texas, in good standing with the State Bar of Texas, and
shall have not less than 15 years of experience as an attorney or
judge. In addition, the neutral arbitrator shall have experience with
complex business disputes.

(4) Each arbitrator must agree in writing prior to his or her acceptance
as an arbitrator to abide by the terms and conditions of this
Agreement, including, particularly his or her agreement to apply the
principles of law specified by the parties in Paragraph (7) below and
to reach a decision as to the arbitration proceeding.

E-3

<PAGE>

(5) Discovery of evidence shall be conducted by the parties in accordance
with the general principles embodied in the Federal Rules of Civil
Procedure and/or the Texas Rules of Civil Procedure. All privileges
under state and federal law, including attorney-client, work product,
and party communication privileges, shall be preserved and protected.
To the extent that it is necessary, either party may apply to the
United States District Court for the Northern District of Texas,
Dallas Division, for assistance in obtaining discovery of evidence and
for presentation to the arbitrators.

(6) The arbitration shall be held in Dallas, Texas at the offices of AAA
or such other location agreed upon by the parties. Prior to
testifying, whether directly in the presence of the arbitrators or
through depositions, each witness will be sworn to tell the truth,
subject to the perjury laws of the State of Texas. The arbitration
will be conducted as a case would be presented to a trial court
without a jury, that is, the arbitrators in their discretion may hear
any type of evidence, including hearsay evidence, recognizing that
deficiencies in the technical admissibility of the evidence (such as,
documents are not properly authenticated or the testimony is hearsay)
are to be taken into account in the weight to be afforded such
evidence.

(7) In reaching their decision, the arbitrators shall apply the legal
principles to which the parties have agreed herein (such as, the
limitations of remedies and the provisions concerning comparative
responsibility), their common sense, the provisions of the Federal
Arbitration Act, the provisions of the Commercial Arbitration Rules of
the American Arbitration Association then applying, and such other
principles of law generally prevailing in commerce throughout the
United States which are consistent with the provisions of the
Agreement. The arbitrators shall not under any circumstances apply to
the dispute or controversy any aspects of the Texas Deceptive Trade
Practices Act or any other such legislation which effects significant
changes in the common law of this country (such as, eliminating the
equitable doctrine of substantial performance or imposing treble
damages). Both parties agree have agreed to waive any rights they may
have to punitive damages and the arbitrators may not under any
circumstances award any punitive damages. The cost of the arbitration
of disputes as provided in this Article shall be borne equally by both
parties and the parties shall bear their own respective attorney's
fees and costs incurred in arbitration.

(8) Either party may apply to either the United States District Court for
the Northern District of Texas, Dallas Division or to the state courts
sitting in Dallas County to enforce any portion of this arbitration
agreement (as provided in 8 U.S.C. Section 3) or to enter judgment
upon the award (as provided in 8 U.S.C. Section 9). Each party agrees
that this arbitration agreement and the decision and the award of the
arbitrators shall be treated as an absolute and final bar to any suit
instituted in any federal, state or local court relating to such
dispute or controversy, except an action ancillary to an

E-4

<PAGE>

arbitration pursuant hereto or to enforce or implement an arbitration
award or decree hereunder.

(9) It is agreed that during the time of the arbitration process, the
parties shall meet and endeavor, subject to the principles and
conditions stated in the preceding paragraphs, subject to the
provisions of the Federal Arbitration Act, and subject to the
Commercial Arbitration Rules of the AAA as modified herein, to
formulate a written agreement governing as many of the other aspects
of the arbitration proceeding as can be resolved or agreed upon. In
particular, the parties shall endeavor to reach agreement as to the
specific legal principles that the arbitrators shall apply to resolve
the dispute and to stipulate to as many of the facts as possible. The
parties shall also endeavor to frame as narrowly as possible the
issues in the dispute or controversy which are to be submitted to the
arbitrators for resolution. It is the intent of the parties that the
narrowly framed issues shall be submitted in such a fashion that the
arbitrators can answer the issues affirmatively or negatively or fill
in blanks without assigning reasons for the decision.

E-5

<PAGE>

SCHEDULE 1
----------

EAB ENTITIES OR ANY OTHER ENTITIES

<PAGE>

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into
as of the 21st day of September, 1997, by and between Trammell Crow Company,
a Delaware corporation (the "Company"), and George L. Lippe ("Indemnitee").

RECITALS:

A. Competent and experienced persons are reluctant to serve or to
continue to serve corporations as directors, officers, or in other capacities
unless they are provided with adequate protection through insurance or
indemnification (or both) against claims and actions against them arising out
of their service to and activities on behalf of those corporations.

B. The current uncertainties relating to the availability of adequate
insurance for directors and officers have increased the difficulty for
corporations to attract and retain competent and experienced persons.

C. The Board of Directors of the Company has determined that the
continuation of present trends in litigation will make it more difficult to
attract and retain competent and experienced persons, that this situation is
detrimental to the best interests of the Company's stockholders, and that the
Company should act to assure its directors and officers that there will be
increased certainty of adequate protection in the future.

D. It is reasonable, prudent, and necessary for the Company to obligate
itself contractually to indemnify its directors and officers to the fullest
extent permitted by applicable law in order to induce them to serve or
continue to serve the Company.

E. Indemnitee is willing to serve and continue to serve the Company on
the condition that he be indemnified to the fullest extent permitted by law.

F. Concurrently with the execution of this Agreement, Indemnitee is
agreeing to serve or to continue to serve as a director or officer of the
Company.

AGREEMENTS:

NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee's
agreement to serve or continue to serve as a director or officer of the
Company, and the covenants contained in this Agreement, the Company and
Indemnitee hereby covenant and agree as follows:

<PAGE>

1. CERTAIN DEFINITIONS:

For purposes of this Agreement:

(a) ACQUIRING PERSON: shall mean any Person other than (i) the
Company, (ii) any of the Company's Subsidiaries, (iii) any employee benefit
plan of the Company or of a Subsidiary of the Company or of a corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company, or (iv) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or of a Subsidiary of the Company or of
a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company.

(b) CHANGE IN CONTROL: shall be deemed to have occurred if:

(i) any Acquiring Person is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act")), directly or indirectly, of securities of the Company
representing fifty percent or more of the combined voting power of the then
outstanding Voting Securities of the Company; or

(ii) members of the Incumbent Board cease for any reason to
constitute at least a majority of the Board of Directors of the Company; or

(iii) the Company merges or consolidates with any other
corporation or entity, or the Company or the stockholders of the Company and
holders of voting securities in such other corporation or entity participate
in a securities exchange, other than a merger or consolidation that would
result in the Voting Securities of the Company outstanding immediately before
the completion thereof continuing to represent a majority of the combined
voting power of the Voting Securities of the surviving entity (or its parent)
outstanding immediately after that merger, consolidation or securities
exchange; or

(iv) the Company liquidates, sells or disposes of all or
substantially all the Company's assets in one transaction or series of
transactions other than a liquidation, sale or disposition of all or
substantially all the Company's assets in one transaction or a series of
related transactions to an entity owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

(c) CLAIM: shall mean any threatened, pending or completed action,
suit or proceeding (including, without limitation, securities laws actions,
suits and proceedings and also any crossclaim or counterclaim in any action,
suit or proceeding), whether civil, criminal, arbitral, administrative or
investigative in nature, or any inquiry or investigation (including
discovery), whether conducted by the Company or any other Person, that
Indemnitee in good faith believes might lead to the institution of any
action, suit or proceeding.

2
<PAGE>

(d) EXPENSES: shall mean all costs, expenses (including attorneys'
and expert witnesses' fees), and obligations paid or incurred in connection
with investigating, defending (including affirmative defenses and
counterclaims), being a witness in, or participating in (including on
appeal), or preparing to defend, be a witness in, or participate in, any
Claim relating to any Indemnifiable Event.

(e) INCUMBENT BOARD: shall mean individuals who, as of August 21,
1997, constitute the Board of Directors of the Company and any other
individual who becomes a director of the Company after that date and whose
election or appointment by the Board of Directors or nomination for election
by the Company's stockholders was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board.

(f) INDEMNIFIABLE EVENT: shall mean any actual or alleged act,
omission, statement, misstatement, event or occurrence related to the fact
that Indemnitee is or was a director, officer, agent or fiduciary of the
Company, or is or was serving at the request of the Company as a director,
officer, trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, or by reason
of any actual or alleged thing done or not done by Indemnitee in any such
capacity. For purposes of this Agreement, the Company agrees that
Indemnitee's service on behalf of or with respect to any Subsidiary or
employee benefits plan of the Company or any Subsidiary of the Company shall
be deemed to be at the request of the Company.

(g) INDEMNIFIABLE LIABILITIES: shall mean all Expenses and all
other liabilities, damages (including, without limitation, punitive,
exemplary, and the multiplied portion of any damages), judgments, payments,
fines, penalties, amounts paid in settlement and awards paid or incurred that
arise out of, or in any way relate to, any Indemnifiable Event.

(h) PERSON: shall mean any person or entity of any nature
whatsoever, specifically including an individual, a firm, a company, a
corporation, a partnership, a trust or other entity. A Person, together with
that Person's Affiliates and Associates (as those terms are defined in Rule
12b-2 under the Exchange Act), and any Persons acting as a partnership,
limited partnership, joint venture, association, syndicate or other group
(whether or not formally organized), or otherwise acting jointly or in
concert or in a coordinated or consciously parallel manner (whether or not
pursuant to any express agreement), for the purpose of acquiring, holding,
voting or disposing of securities of the Company with such Person, shall be
deemed a single "Person."

(i) POTENTIAL CHANGE IN CONTROL: shall be deemed to have occurred
if (i) the Company enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control; (ii) any Person (including
the Company) publicly announces an intention to take or to consider taking
actions that, if consummated, would constitute a Change in Control; or (iii)
the Board of Directors of the Company adopts a resolution to the effect that,
for purposes of this Agreement, a Potential Change in Control has occurred.

3
<PAGE>

(j) REVIEWING PARTY: shall mean any appropriate person or body
consisting of a member or members of the Company's Board of Directors or any
other person or body appointed by the Board (including Special Counsel
referred to in Section 3) who is not a party to the particular Claim for
which Indemnitee is seeking indemnification.

(k) SPECIAL COUNSEL: shall mean special, independent counsel
selected by Indemnitee and approved by the Company (which approval shall not
be unreasonably withheld), and who has not otherwise performed services for
the Company or for Indemnitee within the last three years (other than as
Special Counsel under this Agreement or similar agreements).

(l) SUBSIDIARY: shall mean, with respect to any Person, any
corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly,
by that Person.

(m) VOTING SECURITIES: shall mean any securities that vote
generally in the election of directors, in the admission of general partners,
or in the selection of any other similar governing body.

2. INDEMNIFICATION AND EXPENSE ADVANCEMENT.

(a) The Company shall indemnify Indemnitee and hold Indemnitee
harmless to the fullest extent permitted by law, as soon as practicable but
in any event no later than 30 days after written demand is presented to the
Company, from and against any and all Indemnifiable Liabilities.
Notwithstanding the foregoing, the obligations of the Company under this
Section 2(a) shall be subject to the condition that the Reviewing Party shall
not have determined (in a written opinion, in any case in which Special
Counsel is involved) that Indemnitee is not permitted to be indemnified under
applicable law. Nothing contained in this Agreement shall require any
determination under this Section 2(a) to be made by the Reviewing Party prior
to the disposition or conclusion of the Claim against the Indemnitee.

(b) If so requested in writing by Indemnitee, the Company shall
advance to Indemnitee all Expenses incurred by Indemnitee (or, if applicable,
reimburse Indemnitee for any and all Expenses incurred by Indemnitee and
previously paid by Indemnitee) (an "Expense Advance") within ten business
days after such request and delivery by Indemnitee of an undertaking to repay
Expense Advances if and to the extent such undertaking is required by
applicable law prior to the Company's payment of Expense Advances. The
Company shall be obligated from time to time at the request of Indemnitee to
make or pay an Expense Advance in advance of the final disposition or
conclusion of any Claim. In connection with any request for an Expense
Advance, if requested by the Company, Indemnitee or Indemnitee's counsel
shall submit an affidavit stating that the Expenses to which the Expense
Advances relate are reasonable. Any dispute as to the reasonableness of any
Expense shall not delay an Expense Advance by the Company. If, when, and to
the extent that the Reviewing Party determines that Indemnitee would not be
permitted to be indemnified with respect to a Claim under applicable law, the
Company shall be entitled to be reimbursed by Indemnitee and Indemnitee
hereby agrees to reimburse the Company without interest (which agreement
shall be an

4
<PAGE>

unsecured obligation of Indemnitee) for all related Expense Advances
theretofore made or paid by the Company; provided, however, that if
Indemnitee has commenced legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee could be indemnified
under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding, and Indemnitee shall not be required to reimburse the
Company for any Expense Advance, and the Company shall be obligated to
continue to make Expense Advances, until a final judicial determination is
made with respect thereto (as to which all rights of appeal therefrom have
been exhausted or lapsed). If there has not been a Potential Change in
Control or a Change in Control, the Reviewing Party shall be selected by the
Board of Directors of the Company. If there has been a Potential Change in
Control or a Change in Control, the Reviewing Party shall be advised by or
shall be Special Counsel referred to in Section 3 hereof, if and as
Indemnitee so requests. If there has been no determination by the Reviewing
Party or if the Reviewing Party determines that Indemnitee substantively
would not be permitted to be indemnified in whole or part under applicable
law, Indemnitee shall have the right to commence litigation in any court in
the states of Texas or Delaware having subject matter jurisdiction thereof
and in which venue is proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect
thereof, and the Company hereby consents to service of process and to appear
in any such proceeding. Any determination by the Reviewing Party otherwise
shall be conclusive and binding on the Company and Indemnitee.

3. CHANGE IN CONTROL. The Company agrees that, if there is a Potential
Change in Control or a Change in Control and if Indemnitee requests in
writing that Special Counsel advise the Reviewing Party or be the Reviewing
Party, then the Company shall not (i) deny any indemnification payments (and
Expense Advances shall continue to be paid by the Company pursuant to Section
2(b)) that Indemnitee requests or demands under this Agreement or any other
agreement or law now or hereafter in effect relating to Claims for
Indemnifiable Events, or (ii) request or seek reimbursement from Indemnitee
of any indemnification payment or Expense Advances unless, in either case,
Special Counsel has rendered its written opinion to the Company and
Indemnitee that the Company was not or is not permitted under applicable law
to pay Indemnitee and to allow Indemnitee to retain such indemnification
payment or Expense Advances. However, if Indemnitee has commenced legal
proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee could be indemnified under applicable law, any determination
made by Special Counsel that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding, and Indemnitee shall
not be required to reimburse the Company for any Expense Advance, and the
Company shall be obligated to continue to make Expense Advances, until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefore have been exhausted or lapsed). The Company agrees
to pay the reasonable fees of Special Counsel and to indemnify Special
Counsel against any and all expenses (including attorneys' fees), claims,
liabilities and damages arising out of or relating to this Agreement or
Special Counsel's engagement pursuant hereto.

4. ESTABLISHMENT OF TRUST. In the event of a Potential Change in
Control or a Change in Control, the Company shall, upon written request by
Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and
from time to time upon written request of Indemnitee shall fund the

5
<PAGE>

Trust in an amount equal to all Indemnifiable Liabilities reasonably
anticipated at the time to be incurred in connection with any Claim. The
amount to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by the Reviewing Party. The terms of the Trust
shall provide that, upon a Change in Control, (i) the Trust shall not be
revoked or the principal thereof invaded, without the written consent of
Indemnitee; (ii) the trustee of the Trust shall advance, within ten business
days of a request by Indemnitee, any and all Expenses to Indemnitee (and
Indemnitee hereby agrees to reimburse the Trust under the circumstances in
which Indemnitee would be required to reimburse the Company for Expense
Advances under this Agreement); (iii) the Trust shall continue to be funded
by the Company in accordance with the funding obligation set forth above;
(iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts
for which Indemnitee shall be entitled to indemnification pursuant to this
Agreement or otherwise; and (v) all unexpended funds in that Trust shall
revert to the Company upon a final determination by the Reviewing Party or a
court of competent jurisdiction, as the case may be, that Indemnitee has
received amounts, if any, which fully satisfy the Company's obligation to
indemnify Indemnitee under the terms of this Agreement. The trustee of the
Trust shall be chosen by Indemnitee. Nothing in this Section 4 shall relieve
the Company of any of its obligations under this Agreement.

5. INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall
indemnify Indemnitee against any and all costs and expenses (including
attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall
(within two business days of that request) advance those costs and expenses
to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by
formal proceedings or through demand and negotiation without formal
proceedings: (a) seeks to enforce Indemnitee's rights under this Agreement,
(b) seeks to enforce Indemnitee's rights to expense advancement or
indemnification under any other agreement or provision of the Company's
Certificate of Incorporation (the "Certificate of Incorporation"), or Bylaws
(the "Bylaws"), now or hereafter in effect relating to Claims for
Indemnifiable Events, or (c) seeks recovery under any directors' and
officers' liability insurance policies maintained by the Company, in each
case regardless of whether Indemnitee ultimately prevails. To the fullest
extent permitted by law, the Company waives any and all rights that it may
have to recover its costs and expenses from Indemnitee.

6. PARTIAL INDEMNITY. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some, but not all, of
Indemnitee's Indemnifiable Liabilities, the Company shall indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.

7. CONTRIBUTION.

(a) CONTRIBUTION PAYMENT. To the extent the indemnification
provided for under any provision of this Agreement is determined (in the
manner hereinabove provided) not to be permitted under applicable law, the
Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted
by law, contribute to the amount of any and all Indemnifiable Liabilities
incurred or paid by Indemnitee for which such indemnification is not
permitted. The amount the Company contributes shall be in such proportion as
is appropriate to reflect the relative fault of Indemnitee, on the one hand,
and of the Company and any and all other parties (including officers and
directors

6
<PAGE>

of the Company other than Indemnitee) who may be at fault (collectively,
including the Company, the "Third Parties"), on the other hand.

(b) RELATIVE FAULT. The relative fault of the Third Parties and the
Indemnitee shall be determined (i) by reference to the relative fault of
Indemnitee as determined by the court or other governmental agency or (ii) to
the extent such court or other governmental agency does not apportion
relative fault, by the Reviewing Party (which shall include Special Counsel)
after giving effect to, among other things, the relative intent, knowledge,
access to information and opportunity to prevent or correct the relevant
events, of each party, and other relevant equitable considerations. The
Company and Indemnitee agree that it would not be just and equitable if
contribution were determined by pro rata allocation or by any other method of
allocation which does take account of the equitable considerations referred
to in this Section 7(b).

8. BURDEN OF PROOF. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified under any provision of this Agreement or to receive contribution
pursuant to Section 7 of this Agreement, to the extent permitted by law the
burden of proof shall be on the Company to establish that Indemnitee is not
so entitled.

9. NO PRESUMPTION. For purposes of this Agreement, the termination of
any Claim by judgment, order, settlement (whether with or without court
approval), or conviction, or upon a plea of nolo contendere, or its
equivalent, or an entry of an order of probation prior to judgment shall not
create a presumption (other than any presumption arising as a matter of law
that the parties may not contractually agree to disregard) that Indemnitee
did not meet any particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not permitted by
applicable law.

10. NON-EXCLUSIVITY. The rights of Indemnitee hereunder shall be in
addition to any other rights Indemnitee may have under the Bylaws or
Certificate of Incorporation or the Delaware General Corporation Law or
otherwise. To the extent that a change in the Delaware General Corporation
Law (whether by statute or judicial decision) permits greater indemnification
by agreement than would be afforded currently under the Bylaws or Certificate
of Incorporation and this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by that change. Indemnitee's rights under this Agreement shall not
be diminished by any amendment to the Certificate of Incorporation or Bylaws,
or of any other agreement or instrument to which Indemnitee is not a party,
and shall not diminish any other rights which Indemnitee now or in the future
has against the Company.

11. LIABILITY INSURANCE. Except as otherwise agreed to by the Company
and Indemnitee in a written agreement, to the extent the Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee shall be covered by that policy or those policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director or officer.

7
<PAGE>

12. PERIOD OF LIMITATIONS. No action, lawsuit or proceeding may be
brought against Indemnitee or Indemnitee's spouse, heirs, executors or
personal or legal representatives, nor may any cause of action be asserted in
any such action, lawsuit or proceeding, by or on behalf of the Company, after
the expiration of two years after the statute of limitations commences with
respect to Indemnitee's act or omission which gave rise to the action,
lawsuit, proceeding or cause of action; provided, however, that, if any
shorter period of limitations is otherwise applicable to any such action,
lawsuit, proceeding or cause of action, the shorter period shall govern.

13. AMENDMENTS. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any provision of this Agreement shall be effective
unless in a writing signed by the party granting the waiver. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall that
waiver constitute a continuing waiver.

14. OTHER SOURCES. Indemnitee shall not be required to exercise any
rights that Indemnitee may have against any other Person (for example, under
an insurance policy) or before Indemnitee enforces his rights under this
Agreement. However, to the extent the Company actually indemnifies Indemnitee
or advances him Expenses, the Company shall be subrogated to the rights of
Indemnitee and shall be entitled to enforce any such rights which Indemnitee
may have against third parties. Indemnitee shall assist the Company in
enforcing those rights if it pays his costs and expenses of doing so. If
Indemnitee is actually indemnified or advanced Expenses by any third party,
then, for so long as Indemnitee is not required to disgorge the amounts so
received, to that extent the Company shall be relieved of it obligation to
indemnify Indemnitee or advance Indemnitee Expenses.

15. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors, assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the
business or assets of the Company), spouses, heirs and personal and legal
representatives. This Agreement shall continue in effect regardless of
whether Indemnitee continues to serve as an officer or director of the
Company or another enterprise at the Company's request.

16. SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective
during the term hereof, that provision shall be fully severable; this
Agreement shall be construed and enforced as if that illegal, invalid or
unenforceable provision had never comprised a part hereof; and the remaining
provisions 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
Agreement. Furthermore, in lieu of that illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to the illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

17. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed in that state without giving effect to
the principles of conflicts of laws.

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<PAGE>

18. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.

19. NOTICES. Whenever this Agreement requires or permits notice to be
given by one party to the other, such notice must be in writing to be
effective and shall be deemed delivered and received by the party to whom it
is sent upon actual receipt (by any means) of such notice. Receipt of a
notice by the Secretary of the Company shall be deemed receipt of such notice
by the Company.

20. COMPLETE AGREEMENT. This Agreement constitutes the complete
understanding and agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings between
the parties with respect to the subject matter hereof.

21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.

[THE REMAINDER OF PAGE IS INTENTIONALLY BLANK]

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<PAGE>

EXECUTED as of the date first written above.

TRAMMELL CROW COMPANY

By: /s/ RICHARD H. COE
---------------------------------------
Richard H. Coe, Vice President

INDEMNITEE

/s/ GEORGE L. LIPPE
------------------------------------------
George L. Lippe

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<PAGE>

SCHEDULE

INDEMNIFICATION AGREEMENTS

Following is a list identifying agreements with certain officers and
directors of the Company substantially identical to the Indemnification
Agreement (the "Filed Agreement") dated September 21, 1997 between the
Company and George L. Lippe filed herewith together with the material
differences between those agreements and the Filed Agreement.

INDIVIDUAL DIFFERENCES FROM THE FILED AGREEMENT
- --------------------- --------------------------------------------------------
George L. Lippe The name of the Indemnitee in the recital is George L.
Lippe
H. Pryor Blackwell The name of the Indemnitee in the recital is H. Pryor
Blackwell
William F. Concannon The name of the Indemnitee in the recital is William F.
Concannon
William C. Maddux The name of the Indemnitee in the recital is William C.
Maddux
Asuka Nakahara The name of the Indemnitee in the recital is Asuka
Nakahara
William Rothacker The name of the Indemnitee in the recital is William
Rothacker
Robert E. Sulentic The name of the Indemnitee in the recital is Robert E.
Sulentic
Harlan R. Crow The name of the Indemnitee in the recital is Harlan R.
Crow
J. McDonald Williams The name of the Indemnitee in the recital is J.
McDonald Williams

<PAGE>

TRAMMELL CROW COMPANY

1997 STOCK OPTION PLAN

SCOPE AND PURPOSE OF PLAN

Trammell Crow Company, a Texas corporation (the "CORPORATION"), has adopted
this 1997 Stock Option Plan (the "PLAN") to provide for the granting of
Nonstatutory Options to certain Key Employees.

The purpose of the Plan is to provide an equity ownership opportunity for
certain Key Employees commensurate with their positions with the Corporation and
its Subsidiaries and to provide an incentive for such Key Employees to remain in
the service of the Corporation or its Subsidiaries.

SECTION 1. DEFINITIONS

1.1 "Award" means the grant of an Option to a Holder pursuant to the
terms, conditions, and limitations that the Committee may establish in order to
fulfill the objectives of the Plan.

1.2 "Award Agreement" means the written document or agreement delivered to
Holder evidencing the terms, conditions, and limitations of an Award that the
Corporation granted to that Holder.

1.3 "Board of Directors" means the board of directors of the Corporation.

1.4 "Business Day" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in the State of Texas are authorized or obligated
by law or executive order to close.

1.5 "Change in Control" means the occurrence of any of the following
events:

(i) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Corporation or an acquisition of assets of another corporation (a "BUSINESS
COMBINATION"), in each case, unless, following such Business Combination, all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more subsidiaries); or

(ii) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.

1.6 "Code" means the Internal Revenue Code of 1986, as amended.

1.7 "Committee" means any committee or subcommittee appointed pursuant to
Section 3 by the Board of Directors to administer this Plan.

<PAGE>

1.8 "Corporation" means Trammell Crow Company, a Texas corporation, or its
successor pursuant to any provision of this Plan.

1.9 "Date of Grant" has the meaning given it in Paragraph 4.3.

1.10 "Eligible Individuals" shall have the same meaning as Key Employees.

1.11 "Employee" means any employee of the Corporation or of any of its
Subsidiaries, including officers and directors of the Corporation who are also
employees of the Corporation or of any of its Subsidiaries.

1.12 "Exchange Act" means the Securities Exchange Act of 1934.

1.13 "Exercise Notice" has the meaning given it in Paragraph 5.5.

1.14 "Exercise Price" has the meaning given it in Paragraph 5.4.

1.15 "Fair Market Value" means, for a particular day:

(a) If shares of Stock of the same class are listed or admitted to
unlisted trading privileges on any national or regional securities exchange
at the date of determining the Fair Market Value, then the last reported
sale price, regular way, on the composite tape of that exchange on the last
Business Day before the date in question or, if no such sale takes place on
that Business Day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to unlisted
trading privileges on that securities exchange; or

(b) If shares of Stock of the same class are not listed or admitted
to unlisted trading privileges as provided in Subparagraph 1.15(a) and if
sales prices for shares of Stock of the same class in the over-the-counter
market are reported by NASDAQ National Market System at the date of
determining the Fair Market Value, then the last reported sales price so
reported on the last Business Day before the date in question or, if no
such sale takes place on that Business Day, the average of the high bid and
low asked prices so reported; or

(c) If shares of Stock of the same class are not listed or admitted
to unlisted trading privileges as provided in Subparagraph 1.15(a) and
sales prices for shares of Stock of the same class are not reported by the
NASDAQ National Market System (or a similar system then in use) as provided
in Subparagraph 1.15(b), and if bid and asked prices for shares of Stock of
the same class in the over-the-counter market are reported by NASDAQ (or,
if not so reported, by the National Quotation Bureau Incorporated) at the
date of determining the Fair Market Value, then the average of the high bid
and low asked prices on the last Business Day before the date in question;
or

(d) If shares of Stock of the same class are not listed or admitted
to unlisted trading privileges as provided in Subparagraph 1.15(a) and
sales prices or bid and asked prices therefor are not reported by NASDAQ
(or the National Quotation Bureau Incorporated) as provided in

<PAGE>

Subparagraph 1.15(b) or Subparagraph 1.15(c) at the date of determining
the Fair Market Value, then the value determined in good faith by the
Committee, which determination shall be conclusive for all purposes (in
such circumstances, the Committee may, but shall not be required to,
rely on an independent appraisal of the Corporation or the Stock in
making its determination of Fair Market Value); or

(e) If shares of Stock of the same class are listed or admitted to
unlisted trading privileges as provided in Subparagraph 1.15(a) or sales
prices or bid and asked prices therefor are reported by NASDAQ (or the
National Quotation Bureau Incorporated) as provided in Subparagraph 1.15(b)
or Subparagraph 1.15(c) at the date of determining the Fair Market Value,
but the volume of trading is so low that the Board of Directors determines
in good faith that such prices are not indicative of the fair value of the
Stock, then the value determined in good faith by the Committee, which
determination shall be conclusive for all purposes notwithstanding the
provisions of Subparagraphs 1.15(a), (b), or (c).

For purposes of the redemption provided for in Subparagraph 6.3(d)(v), Fair
Market Value shall have the meaning and shall be determined as provided above;
PROVIDED, HOWEVER, that the Committee, with respect to any such redemption,
shall have the right to determine that the Fair Market Value for purposes of the
redemption should be an amount measured by the value of the shares of stock,
other securities, cash or property otherwise being received by holders of shares
of Stock in connection with the Restructure, and upon that determination the
Committee shall have the power and authority to determine Fair Market Value for
purposes of the redemption based upon the value of such shares of stock, other
securities, cash or property. Any such determination by the Committee shall be
conclusive for all purposes.

1.16 "Holder" means an Eligible Individual to whom an Award has been
granted.

1.17 "Incentive Option" means an incentive stock option as defined under
Section 422 of the Code and regulations thereunder.

1.18 "Initial Public Offering" shall mean the sale by the Corporation of
shares of its common stock to the public in a firm commitment underwriting
registered pursuant to the Securities Act.

1.19 "Key Employee" means any Employee whom the Committee identifies as
having a direct and significant effect on the performance of the Corporation or
any of its Subsidiaries.

1.20 "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotations, Inc.

1.21 "Nonstatutory Option" means a stock option that does not satisfy the
requirements of Section 422 of the Code or that is designated at the Date of
Grant or in the applicable Option Agreement to be an option other than an
Incentive Option.

1.22 "Non-Surviving Event" means an event of Restructure as described in
either subparagraph (b) or (c) of Paragraph 1.27.

1.23 "Option Agreement" means an Award Agreement for an Option.

<PAGE>

1.24 "Option" means a Nonstatutory Option granted pursuant to the Plan.

1.25 "Person" means any person or entity of any nature whatsoever,
specifically including (but not limited to) an individual, a firm, a company, a
corporation, a limited liability company, a partnership, a trust or other
entity. A Person, together with that Person's affiliates and associates (as
those terms are defined in Rule 12b-2 under the Exchange Act for purposes of
this definition only), and any Persons acting as a partnership, limited
partnership, joint venture, association, syndicate or other group (whether or
not formally organized), or otherwise acting jointly or in concert or in a
coordinated or consciously parallel manner (whether or not pursuant to any
express agreement), for the purpose of acquiring, holding, voting or disposing
of securities of the Corporation with that Person, shall be deemed a single
"Person."

1.26 "Plan" means the Trammell Crow Company 1997 Stock Option Plan, as it
may be amended from time to time.

1.27 "Restructure" means the occurrence of any one or more of the
following:

(a) The merger or consolidation of the Corporation with any Person,
whether effected as a single transaction or a series of related
transactions, with the Corporation remaining the continuing or surviving
entity of that merger or consolidation and the Stock remaining outstanding
and not changed into or exchanged for stock or other securities of any
other Person or of the Corporation, cash, or other property;

(b) The merger or consolidation of the Corporation with any Person,
whether effected as a single transaction or a series of related
transactions, with (i) the Corporation not being the continuing or
surviving entity of that merger or consolidation or (ii) the Corporation
remaining the continuing or surviving entity of that merger or
consolidation but all or a part of the outstanding shares of Stock are
changed into or exchanged for stock or other securities of any other Person
or the Corporation, cash, or other property; or

(c) The transfer, directly or indirectly, of all or substantially all
of the assets of the Corporation (whether by sale, merger, consolidation,
liquidation or otherwise) to any Person whether effected as a single
transaction or a series of related transactions.

1.28 "Securities Act" means the Securities Act of 1933.

1.29 "Stock" means the authorized Class E common stock, par value $.01 per
share, as described in the Corporation's Certificate of Incorporation, or any
other securities that are substituted for the Stock as provided in Section 6.

1.30 "Subsidiary" means, with respect to any Person, any corporation,
limited partnership, limited liability company, or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.

1.31 "Total Shares" has the meaning given it in Paragraph 6.2.

<PAGE>

1.32 "Voting Securities" means any securities that are entitled to vote
generally in the election of directors, in the admission of general partners, or
in the selection of any other similar governing body.

SECTION 2. SHARES OF STOCK SUBJECT TO THE PLAN

2.1 MAXIMUM NUMBER OF SHARES. Subject to the provisions of Section 6 of
the Plan, the aggregate number of shares of Stock that the Corporation may have
subject to outstanding Awards at one time under the Plan shall not exceed 1,626.

2.2 DETERMINATION OF AVAILABLE SHARES. In computing the total number of
shares of Stock subject to outstanding Awards at one time under the Plan, the
Committee shall count the number of shares of Stock subject to issuance upon
exercise or settlement of outstanding Options and the number of shares of Stock
that have been issued upon prior exercise or settlement of Awards.

2.3 RESTORATION OF UNUSED AND SURRENDERED SHARES. If Stock subject to any
Award is not issued or transferred, or ceases to be issuable or transferable for
any reason, including (but not exclusively) because an Award is forfeited,
terminated, expires unexercised, or is exchanged for other Awards, the shares of
Stock that were subject to that Award shall no longer be charged against the
number of available shares and, subject to Section 8.1, shall again be available
for issue, transfer, or exercise pursuant to Awards under the Plan to the extent
of such forfeiture, termination, expiration, or other cessation of its
subjection to an Award.

2.4 DESCRIPTION OF SHARES. The shares to be delivered under the Plan
shall be made available from (a) authorized but unissued shares of Stock, (b)
Stock held in the treasury of the Corporation, or (c) previously issued shares
of Stock reacquired by the Corporation, including shares purchased on the open
market, in each situation as the Board of Directors or the Committee may
determine from time to time at its sole option.

2.5 REGISTRATION AND LISTING OF SHARES. From time to time, the Board of
Directors and appropriate officers of the Corporation shall be and are
authorized to take whatever actions are necessary to file required documents
with governmental authorities, stock exchanges, and other appropriate Persons to
make shares of Stock available for issuance pursuant to Awards.

SECTION 3. ADMINISTRATION OF THE PLAN

<PAGE>

3.2 DURATION, REMOVAL, ETC. The members of the Committee shall serve at
the pleasure of the Board of Directors, which shall have the power, at any time
and from time to time, to remove members from or add members to the Committee.
Removal from the Committee may be with or without cause. The Board of
Directors, and not the remaining members of the Committee, shall have the power
and authority to fill vacancies on the Committee, however caused.

3.3 MEETINGS AND ACTIONS OF COMMITTEE. The Board of Directors shall
designate which of the Committee members shall be the chairman of the
Committee. If the Board of Directors fails to designate a Committee chairman,
the members of the Committee shall elect one of the Committee members as
chairman, who shall act as chairman until he ceases to be a member of the
Committee or until the Board of Directors elects a new chairman. The
Committee shall hold its meetings at those times and places as the chairman
of the Committee may determine. At all meetings of the Committee, a quorum
for the transaction of business shall be required, and a quorum shall be
deemed present if at least a majority of the members of the Committee are
present. At any meeting of the Committee, each member shall have one vote.
All decisions and determinations of the Committee shall be made by the
majority vote or majority decision of all of its members present at a meeting
at which a quorum is present; provided, however, that any decision or
determination reduced to writing and signed by all of the members of the
Committee shall be as fully effective as if it had been made at a meeting
that was duly called and held. The Committee may make any rules and
regulations as it may deem advisable for the conduct of its business that are
not inconsistent with the provisions of the Plan, the Certificate of
Incorporation or the by-laws of the Corporation.

3.4 COMMITTEE'S POWERS. Subject to the express provisions of the Plan and
any applicable law with which the Corporation intends the Plan to comply, the
Committee shall have the authority, in its sole and absolute discretion, (a) to
adopt, amend, and rescind administrative and interpretive rules and regulations
relating to the Plan, including without limitation to adopt and observe such
procedures concerning the counting of Awards against the Plan as it may deem
appropriate from time to time; (b) to determine the Eligible Individuals to
whom, and the time or times at which, Awards shall be granted; (c) to determine
the number of shares of Stock that shall be the subject of each Award; (d) to
determine the terms and provisions of each Award Agreement (which need not be
identical), including provisions defining or otherwise relating to (i) the term
and the period or periods and extent of exercisability of the Options, (ii) the
extent to which the transferability of shares of Stock issued or transferred
pursuant to any Award is restricted, (iii) the effect of termination of
employment on the Award, and (iv) the effect of approved leaves of absence
(consistent with any applicable regulations of the Internal Revenue Service);
(e) to accelerate, pursuant to Section 6, the time of exercisability of any
Option that has been granted; (f) to construe the respective Award Agreements
and the Plan; (g) to make determinations of the Fair Market Value of the Stock
pursuant to the Plan; (h) to delegate its duties under the Plan to such agents
as it may appoint from time to time, subject to the second sentence of Section
3.1; and (i) to make all other determinations, perform all other acts, and
exercise all other powers and authority necessary or advisable for administering
the Plan, including the delegation of those ministerial acts and
responsibilities as the Committee deems appropriate. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan, in
any Award, or in any Award Agreement in the manner and to the extent it deems
necessary or desirable to carry the Plan into effect, and the Committee shall be
the sole and final judge of that necessity or desirability. The determinations
of the Committee on the matters referred to in this Paragraph 3.4 shall be final
and conclusive. The Committee shall not have the power to appoint members of
the Committee or to terminate, modify, or amend the Plan. Those powers are
vested in the Board of Directors.

<PAGE>

3.5 TRANSFERABILITY OF AWARDS. Notwithstanding any limitation on a
Holder's right to transfer an Award, the Committee may (in its sole discretion)
permit a Holder to transfer an Award, or may cause the Corporation to grant an
Award that otherwise would be granted to an Eligible Individual, in any of the
following circumstances: (a) pursuant to a qualified domestic relations order
or (b) to the spouse of the Eligible Individual or to any of the parents,
children and grandchildren of the Eligible Individual or spouse or to a trust
whose sole beneficiaries are one or more such persons. If the Committee
determines to allow such transfers or issuances of Awards, any Holder or
Eligible Individual desiring such transfers or issuances shall make application
therefor in the manner and time that the Committee specifies and shall comply
with such other requirements as the Committee may require to assure compliance
with all applicable laws, including securities laws, and to assure fulfillment
of the purposes of this Plan. The Committee shall not authorize any such
transfer or issuance if it may not be made in compliance with all applicable
federal, state and foreign securities laws. The granting of permission for such
an issuance or transfer shall not obligate the Corporation to register the
shares of Stock to be issued under the applicable Award.

SECTION 4. ELIGIBILITY AND PARTICIPATION

4.1 ELIGIBLE INDIVIDUALS. Awards may be granted pursuant to the Plan only
to persons who are Eligible Individuals at the time of the grant thereof.

4.2 GRANT OF AWARDS. Subject to the express provisions of the Plan, the
Committee shall determine which Eligible Individuals shall be granted Awards
from time to time. In making grants, the Committee shall take into
consideration the position or positions of the potential Holder with the
Corporation and its Subsidiaries, the contribution the potential Holder has made
or may make to the success of the Corporation or its Subsidiaries and such other
considerations as the Board of Directors may from time to time specify. The
Committee shall also determine the number of shares subject to each of the
Awards and shall authorize and cause the Corporation to grant Awards in
accordance with those determinations.

4.3 DATE OF GRANT. The date on which an Award is granted (the "DATE OF
GRANT") shall be the date specified by the Committee as the effective date or
date of grant of an Award or, if the Committee does not so specify, shall be the
date effective as of which the Committee adopts the resolution approving the
offer of an Award to an individual, including the specification of the number
(or method of determining the number) of shares of Stock, even though certain
terms of the Award Agreement may not be determined at that time and even though
the Award Agreement may not be executed or delivered until a later time. In no
event shall a Holder gain any rights in addition to those specified by the
Committee in its grant, regardless of the time that may pass between the grant
of the Award and the actual execution or delivery of the Award Agreement by the
Corporation or the Holder. The Committee may invalidate an Award at any time
before the Award Agreement is signed by the Holder (if signature is required) or
is delivered to the Holder (if signature is not required), and such Award shall
be treated as never having been granted.

4.5 NO RIGHT TO AWARD. The adoption of the Plan shall not be deemed to
give any Person a right to be granted an Award.

<PAGE>

SECTION 5. TERMS AND CONDITIONS OF OPTIONS

5.1 NUMBER OF SHARES. Each Option Agreement shall state the total number
of shares of Stock to which it relates.

5.2 VESTING; EXERCISABILITY. Each Option Agreement shall state the time,
periods or other conditions on which the right to exercise the Option or a
portion thereof shall vest, the time, periods or other conditions on which
vested Options shall be exercisable and the number (or method of determining the
number) of shares of Stock for which the right to exercise the Option shall
vest, or such vested Option shall become exercisable, at each such time, period
or satisfaction of condition.

5.3 EXPIRATION OF OPTIONS. Options may be exercised during the term
determined by the Committee and set forth in the Option Agreement; PROVIDED that
no Option shall be exercised after the expiration of a period of ten years
commencing on the Date of Grant of such Option.

5.4 EXERCISE PRICE. Each Option Agreement shall state the exercise
price per share of Stock (the "EXERCISE PRICE"). The Exercise Price shall not
be less than the greater of (a) the par value per share of the Stock or (b) 100%
of the Fair Market Value per share of the Stock on the Date of Grant of the
Option.

5.5 METHOD OF EXERCISE. Each Option shall be exercisable only by written,
recorded electronic or other notice of exercise in the manner specified by the
Committee from time to time (the "EXERCISE NOTICE") delivered to the Corporation
or to the Person designated by the Committee during the term of the Option,
which notice shall (a) state the number of shares of Stock with respect to which
the Option is being exercised, (b) be signed or otherwise given by the Holder of
the Option or by the person authorized to exercise the Option in the event of
the Holder's death or disability, (c) be accompanied by the Exercise Price for
all shares of Stock for which the Option is exercised, unless provision for the
payment of the Exercise Price has been made pursuant to Paragraph 5.6 or 5.7 or
in another manner permitted by law and approved in advance by the Committee, and
(d) include such other information, instruments, and documents as may be
required to satisfy any other condition to exercise contained in the Option
Agreement. The Option shall not be deemed to have been exercised unless all of
the requirements of the preceding provisions of this Paragraph 5.5 have been
satisfied.

5.6 MEDIUM AND TIME OF PAYMENT. The Exercise Price of an Option shall be
payable in full upon the exercise of the Option (a) in cash or by an equivalent
means (such as that specified in Paragraph 5.7) acceptable to the Committee, (b)
on the Committee's prior consent, with shares of Stock owned by the Holder
(including shares received upon exercise of the Option) and having a Fair Market
Value at least equal to the aggregate Exercise Price payable in connection with
such exercise, or (c) by any combination of clauses (a) and (b). If the
Committee chooses to accept shares of Stock in payment of all or any portion of
the Exercise Price, then (for purposes of payment of the Exercise Price) those
shares of Stock shall be

<PAGE>

deemed to have a cash value equal to their aggregate Fair Market Value
determined as of the date of the delivery of the Exercise Notice.

5.7 PAYMENT WITH SALE PROCEEDS. In addition, at the request of the Holder
and to the extent permitted by applicable law, the Committee may (but shall not
be required to) approve arrangements with a brokerage firm under which that
brokerage firm, on behalf of the Holder, shall pay to the Corporation the
Exercise Price of the Option being exercised (either as a loan to the Holder or
from the proceeds of the sale of Stock issued pursuant to that exercise of the
Option), and the Corporation shall promptly cause the exercised shares to be
delivered to the brokerage firm. Such transactions shall be effected in
accordance with the procedures that the Committee may establish from time to
time.

5.8 PAYMENT OF TAXES. The Committee may, in its discretion, require a
Holder to pay to the Corporation (or the Corporation's Subsidiary if the Holder
is an employee of a Subsidiary of the Corporation), at the time of the exercise
of an Option, the amount that the Committee deems necessary to satisfy the
Corporation's or its Subsidiary's current or future obligation to withhold
federal, state or local income or other taxes that the Holder incurs by
exercising an Option. Upon the exercise of an Option requiring tax withholding,
a Holder may (a) direct the Corporation to withhold from the shares of Stock to
be issued to the Holder the number of shares necessary to satisfy the
Corporation's obligation to withhold taxes, that determination to be based on
the shares' Fair Market Value as of the date on which tax withholding is to be
made; (b) deliver to the Corporation sufficient shares of Stock (based upon the
Fair Market Value at date of withholding) to satisfy the Corporation's tax
withholding obligations, based on the shares' Fair Market Value as of the date
of exercise; or (c) deliver sufficient cash to the Corporation to satisfy its
tax withholding obligations. Holders who elect to use such a stock withholding
feature must make the election at the time and in the manner that the Committee
prescribes. The Committee may, at its sole option, deny any Holder's request to
satisfy withholding obligations through Stock instead of cash. In the event the
Committee subsequently determines that the aggregate Fair Market Value (as
determined above) of any shares of Stock withheld as payment of any tax
withholding obligation is insufficient to discharge that tax withholding
obligation, then the Holder shall pay to the Corporation, immediately upon the
Committee's request, the amount of that deficiency.

5.9 NO FRACTIONAL SHARES. The Corporation shall not in any case be
required to sell, issue, or deliver a fractional share with respect to any
Option. In lieu of the issuance of any fractional share of Stock, the
Corporation shall pay to the Holder an amount in cash equal to the same fraction
(as the fractional Stock) of the Fair Market Value of a share of Stock
determined as of the date of the applicable Exercise Notice.

5.10 MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the
terms and conditions of and within the limitations of the Plan and any
applicable law, and any consent required by the last sentence of this Paragraph
5.10, the Committee may (a) modify, extend or renew outstanding Options granted
under the Plan and (b) accept the surrender of Options outstanding hereunder (to
the extent not previously exercised) and authorize the granting of new Options
in substitution for outstanding Options (to the extent not previously
exercised). Nevertheless, without the consent of the Holder, the Committee may
not modify any outstanding Option so as to materially increase the obligations
of a Holder under any Option theretofore granted hereunder to that Holder
thereunder.

5.11 OTHER AGREEMENT PROVISIONS. The Option Agreements authorized
under the Plan shall contain such provisions in addition to those required by
the Plan (including, without limitation, restrictions

<PAGE>

or the removal of restrictions upon the exercise of the Option and the
retention or transfer of shares thereby acquired) as the Committee may deem
advisable. Each Option Agreement shall identify the Option evidenced thereby
as a Nonstatutory Option.

SECTION 6. ADJUSTMENT PROVISIONS

6.1 ADJUSTMENT OF AWARDS AND AUTHORIZED STOCK. The terms of an Award, the
number of shares of Stock authorized pursuant to Paragraph 2.1 for issuance
under the Plan shall be subject to adjustment, from time to time, in accordance
with the following provisions:

(a) If at any time or from time to time, the Corporation shall
subdivide as a whole (by reclassification, by a Stock split, by the
issuance of a distribution on Stock payable in Stock or otherwise) the
number of shares of Stock then outstanding into a greater number of shares
of Stock, then (i) the maximum number of shares of Stock available for the
Plan as provided in Paragraph 2.1 shall be increased proportionately, and
the kind of shares or other securities available for the Plan shall be
appropriately adjusted, (ii) the number of shares of Stock (or other kind
of shares or securities) that may be acquired under any Award shall be
increased proportionately, and (iii) the price (including Exercise Price)
for each share of Stock (or other kind of shares or unit of other
securities) subject to then outstanding Awards shall be reduced
proportionately, without changing the aggregate purchase price as to which
outstanding Awards remain exercisable.

(b) If at any time or from time to time the Corporation shall
consolidate as a whole (by reclassification, reverse Stock split, or
otherwise) the number of shares of Stock then outstanding into a lesser
number of shares of Stock, (i) the maximum number of shares of Stock
available for the Plan as provided in Paragraph 2.1 shall be decreased
proportionately, and the kind of shares or other securities available for
the Plan shall be appropriately adjusted, (ii) the number of shares of
Stock (or other kind of shares or securities) that may be acquired under
any Award shall be decreased proportionately, and (iii) the price
(including Exercise Price) for each share of Stock (or other kind of shares
or unit of other securities) subject to then outstanding Awards shall be
increased proportionately, without changing the aggregate purchase price as
to which outstanding Awards remain exercisable.

(c) Whenever the number of shares of Stock subject to outstanding
Awards and the price for each share of Stock subject to outstanding Awards
are required to be adjusted as provided in this Paragraph 6.1, the
Committee shall promptly prepare a notice setting forth, in reasonable
detail, the event requiring adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the change in price and
the number of shares of Stock, other securities, cash or property
purchasable subject to each Award after giving effect to the adjustments.
The Committee shall promptly give each Holder such a notice.

(d) Adjustments under Paragraph 6.1(a) and (b) shall be made by the
Committee, and its determination as to what adjustments shall be made and
the extent thereof shall be final, binding and conclusive. No fractional
interest shall be issued under the Plan on account of any such adjustments.

<PAGE>

6.2 CHANGES IN CONTROL. Upon the occurrence of a Change in Control, all
outstanding Options shall immediately become fully vested and exercisable in
full, including that portion of any Option that pursuant to the terms and
provisions of the applicable Award Agreement had not yet become exercisable (the
total number of shares of Stock as to which an Option is exercisable upon the
occurrence of a Change in Control is referred to herein as the "TOTAL SHARES").
If a Change in Control involves a Restructure or occurs in connection with a
series of related transactions involving a Restructure and if such Restructure
is in the form of a Non-Surviving Event and as a part of such Restructure shares
of stock, other securities, cash or property shall be issuable or deliverable in
exchange for Stock, then the Holder of an Award shall be entitled to purchase or
receive (in lieu of the Total Shares that the Holder would otherwise be entitled
to purchase or receive) the number of shares of stock, other securities, cash or
property to which that number of Total Shares would have been entitled in
connection with such Restructure at an aggregate exercise price equal to the
Exercise Price that would have been payable if that number of Total Shares had
been purchased on the exercise of the Option immediately before the consummation
of the Restructure. Nothing in this Paragraph 6.2 shall impose on a Holder the
obligation to exercise any Award immediately before or upon the Change of
Control, nor shall the Holder forfeit the right to exercise the Award during the
remainder of the original term of the Award because of a Change in Control or
because the Holder's employment is terminated for any reason following a Change
in Control.

6.3 RESTRUCTURE AND NO CHANGE IN CONTROL. In the event a Restructure
should occur at any time while there is any outstanding Award hereunder and that
Restructure does not occur in connection with a Change in Control or in
connection with a series of related transactions involving a Change in Control,
then:

(a) no outstanding Options shall immediately become fully vested and
exercisable in full merely because of the occurrence of the Restructure;

(b) at the option of the Committee, the Corporation may (but shall
not be required to) take any one or more of the following actions:

(i) accelerate in whole or in part the time of the vesting and
exercisability of any one or more of the outstanding Options so as to
provide that those Options shall be exercisable before, upon, or after
the consummation of the Restructure;

(ii) if the Restructure is in the form of a Non-Surviving Event,
cause the surviving entity to assume in whole or in part any one or
more of the outstanding Awards upon such terms and provisions as the
Committee deems desirable; or

(iii) redeem in whole or in part any one or more of the
outstanding Awards (whether or not then exercisable) in consideration
of a cash payment, as such payment may be reduced for tax withholding
obligations as contemplated in the Section governing the particular
form of Award, in an amount equal to, for Options, the excess of (1)
the Fair Market Value, determined as of a date immediately preceding
the consummation of the Restructure, of the aggregate number of shares
of Stock subject to the Award and as to which the Award is being
redeemed over (2) the Exercise Price for that number of shares of
Stock;

<PAGE>

The Corporation shall promptly notify each Holder of any election or action
taken by the Corporation under this Paragraph 6.3. In the event of any election
or action taken by the Corporation pursuant to this Paragraph 6.3 that requires
the amendment or cancellation of any Award Agreement as may be specified in any
notice to the Holder thereof, that Holder shall promptly deliver that Award
Agreement to the Corporation in order for that amendment or cancellation to be
implemented by the Corporation and the Committee. The failure of the Holder to
deliver any such Award Agreement to the Corporation as provided in the preceding
sentence shall not in any manner effect the validity or enforceability of any
action taken by the Corporation and the Committee under this Paragraph 6.3,
including, without limitation, any redemption of an Award as of the consummation
of a Restructure. Any cash payment to be made by the Corporation pursuant to
this Paragraph 6.3 in connection with the redemption of any outstanding Awards
shall be paid to the Holder thereof currently with the delivery to the
Corporation of the Award Agreement evidencing that Award; provided, however,
that any such redemption shall be effective upon the consummation of the
Restructure notwithstanding that the payment of the redemption price may occur
subsequent to the consummation. If all or any portion of an outstanding Award
is to be exercised or accelerated upon or after the consummation of a
Restructure that is in the form of a Non-Surviving Event and as a part of that
Restructure shares of stock, other securities, cash or property shall be
issuable or deliverable in exchange for Stock, then the Holder of the Award
shall thereafter be entitled to purchase or receive (in lieu of the number of
shares of Stock that the Holder would otherwise be entitled to purchase or
receive) the number of shares of stock, other securities, cash or property to
which such number of shares of Stock would have been entitled in connection with
the Restructure at an aggregate exercise price equal to the Exercise Price that
would have been payable if that number of Total Shares had been purchased on the
exercise of the Option immediately before the consummation of the Restructure.

6.4 NOTICE OF CHANGE IN CONTROL OR RESTRUCTURE. The Corporation shall
attempt to keep all Holders informed with respect to any Change in Control or
Restructure or of any potential Change in Control or Restructure to the same
extent that the Corporation's stockholders are informed by the Corporation of
any such event or potential event.

SECTION 7. ADDITIONAL PROVISIONS

7.1 TERMINATION OF EMPLOYMENT. Subject to the last sentence of Paragraph
6.2 and unless the Board of Directors otherwise elects, if a Holder's employment
relationship is terminated for any reason, whether voluntary or involuntary
(including termination of employment as a result of death, disability or
retirement), and without regard to the circumstances giving rise to or the
legality of the termination, then all Awards held by that Holder that have not
yet vested shall be forfeited and all Awards that have vested shall continue to
be exercisable (by the Holder or, in the case of his death or, if appropriate,
his disability, by the Holder's legatees, distributees, guardian or other legal
representative) during the period(s) described in the relevant Award Agreement.

7.2 TRANSFERABILITY OF AWARDS. In addition to such other terms and
conditions as may be included in a particular Award Agreement, an Award
requiring exercise shall be exercisable during a Holder's lifetime only by that
Holder or by that Holder's guardian or legal representative. An Award requiring
exercise shall not be transferrable other than by will or the laws of descent
and distribution, except as permitted in accordance with Paragraph 3.5.

<PAGE>

7.3 FORFEITURE AND RESTRICTIONS ON TRANSFER. Each Award Agreement may
contain or otherwise provide for conditions giving rise to the forfeiture of the
Stock acquired pursuant to an Award or otherwise and may also provide for those
restrictions on the transferability of shares of the Stock acquired pursuant to
an Award or otherwise that the Committee in its sole and absolute discretion may
deem proper or advisable. The conditions giving rise to forfeiture may include,
but need not be limited to, the requirement that the Holder render substantial
services to the Corporation or its Subsidiaries for a specified period of time.
The restrictions on transferability may include, but need not be limited to,
options and rights of first refusal in favor of the Corporation and stockholders
of the Corporation other than the Holder of such shares of Stock who is a party
to the particular Award Agreement or a subsequent holder of the shares of Stock
who is bound by that Award Agreement.

7.4 DELIVERY OF CERTIFICATES OF STOCK. Subject to Paragraph 7.5, the
Corporation shall promptly issue and deliver a certificate representing the
number of shares of Stock as to which an Option has been exercised after the
Corporation receives an Exercise Notice and upon receipt by the Corporation of
the Exercise Price and any tax withholding as may be requested. The value of
the shares of Stock issuable or transferable because of an Award under the Plan
shall not bear any interest owing to the passage of time, except as may be
otherwise provided in an Award Agreement.

7.5 CONDITIONS TO DELIVERY OF STOCK. Nothing herein or in any Award
granted hereunder or any Award Agreement shall require the Corporation to issue
any shares with respect to any Award if that issuance would, in the opinion of
counsel for the Corporation, constitute a violation of the Securities Act or any
similar or superseding statute or statutes, any other applicable statute or
regulation, or the rules of any applicable securities exchange or securities
association, as then in effect. At the time of any exercise of an Option, the
Corporation may, as a condition precedent to the exercise of such Option,
require from the Holder of the Award (or in the event of his death, his legal
representatives, heirs, legatees, or distributees) such written representations,
if any, concerning the Holder's intentions with regard to the retention or
disposition of the shares of Stock being acquired pursuant to the Award and such
written covenants and agreements, if any, as to the manner of disposal of such
shares as, in the opinion of counsel to the Corporation, may be necessary to
ensure that any disposition by that Holder (or in the event of the Holder's
death, his legal representatives, heirs, legatees, or distributees) will not
involve a violation of the Securities Act or any similar or superseding statute
or statutes, any other applicable state or federal statute or regulation, or any
rule of any applicable securities exchange or securities association, as then in
effect.

7.6 SECURITIES ACT LEGEND. Certificates for shares of Stock, when issued,
may have the following legend or statements of other applicable restrictions
endorsed thereon and may not be immediately transferable:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF
PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION
OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION
WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

<PAGE>

This legend shall not be required for shares of Stock issued pursuant to an
effective registration statement under the Securities Act.

7.7 LEGEND FOR RESTRICTIONS ON TRANSFER. Each certificate representing
shares issued to a Holder pursuant to an Award granted under the Plan shall, if
such shares are subject to any transfer restriction, including a right of first
refusal, provided for under this Plan, an Award Agreement or other agreement,
such as a shareholders' agreement among the Corporation and its shareholders,
bear a legend that complies with applicable law with respect to the restrictions
on transferability, such as:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY IMPOSED BY
___________________________________, AND MAY NOT BE TRANSFERRED, SOLD,
OR OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED. THE CORPORATION
WILL FURNISH A COPY OF SUCH INSTRUMENT AND AGREEMENT TO THE RECORD
HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

7.8 NO RIGHTS AS STOCKHOLDER. A Holder shall have no right as a
stockholder with respect to any shares covered by his Award until a certificate
representing those shares is issued in his name. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash or other property) or
distributions or other rights for which the record date is before the date that
certificate is issued, except as contemplated by Section 6.

7.9 FURNISH INFORMATION. Each Holder shall furnish to the Corporation all
information requested by the Corporation to enable it to comply with any
reporting or other requirement imposed upon the Corporation by or under any
applicable statute or regulation.

7.10 OBLIGATION TO EXERCISE. The granting of an Award hereunder shall
impose no obligation upon the Holder to exercise the same or any part thereof.

7.11 ADJUSTMENTS TO AWARDS. Subject to the general limitations set
forth in Sections 5 and 6 and the provisions of Paragraph 8.1, the Committee
may make any adjustment in the exercise price of, the number of shares
subject to or the terms of an Option by canceling an outstanding Option and
regranting an Option. Such adjustment shall be made by amending, substituting
or regranting an outstanding Option. Such amendment, substitution or regrant
may result in terms and conditions that differ from the terms and conditions
of the original Option. The Committee may not, however, impair the rights of
any Holder to previously granted Options without that Holder's consent. If
such action is effected by amendment, the effective date of such amendment
shall be the date of the original grant.

7.12 REMEDIES. The Corporation shall be entitled to recover from a
Holder reasonable attorneys' fees incurred in connection with the enforcement of
the terms and provisions of the Plan and any Award Agreement whether by an
action to enforce specific performance or for damages for its breach or
otherwise.

<PAGE>

7.13 CONSIDERATION. No Option shall be exercisable unless and until
the Holder shall have paid cash or property to, or performed services for, the
Corporation or any of its Subsidiaries that the Committee believes is equal to
or greater in value that the par value of the Stock subject to such Award.

SECTION 8. DURATION AND AMENDMENT OF PLAN

8.1 DURATION. No Awards may be granted hereunder after September 15,
1997.

8.2 AMENDMENT. The Board of Directors may, insofar as permitted by law,
with respect to any shares which, at the time, are not subject to Awards,
suspend or discontinue the Plan or revise or amend it in any respect whatsoever,
and may amend any provision of the Plan or any Award Agreement to make the Plan
or the Award Agreement, or both, comply with Section 16(b) of the Exchange Act
and the exemptions therefrom, the Code, the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), the regulations promulgated under the Code or
ERISA, or any other law, rule or regulation that may affect the Plan. The Board
of Directors may also amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in other legal requirements
applicable to the Corporation or the Plan or for any other purpose permitted by
law. The Plan may not be amended without the consent of the holders of a
majority of the shares of Stock then outstanding to increase materially the
aggregate number of shares of Stock that may be issued under the Plan (except
for adjustments pursuant to Section 6 of the Plan).

SECTION 9. GENERAL

9.1 APPLICATION OF FUNDS. The proceeds received by the Corporation from
the sale of shares pursuant to Awards shall be used for general corporate
purposes.

9.2 RIGHT OF THE CORPORATION AND SUBSIDIARIES TO TERMINATE EMPLOYMENT.
Nothing contained in the Plan, or in any Award Agreement, shall confer upon any
Holder the right to continue in the employ of the Corporation or any Subsidiary,
or interfere in any way with the rights of the Corporation or any Subsidiary to
terminate his or her employment at any time.

9.3 NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the members of the
Board of Directors nor any member of the Committee shall be liable for any act,
omission, or determination taken or made in good faith with respect to the Plan
or any Award granted under it, and members of the Board of Directors and the
Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Corporation, and amounts
paid in satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising therefrom to the full extent permitted by law and under any
directors and officers liability or similar insurance coverage that may from
time to time be in effect. This right to indemnification shall be in addition
to, and not a limitation on, any other indemnification rights any member of the
Board of Directors or the Committee may have.

9.4 OTHER BENEFITS. Participation in the Plan shall not preclude the
Holder from eligibility in any other stock or stock option plan of the
Corporation or any Subsidiary or any old age benefit, insurance, pension, profit
sharing retirement, bonus, or other extra compensation plans that the
Corporation or any

<PAGE>

Subsidiary has adopted, or may, at any time, adopt for the benefit of its
Employees. The adoption of the Plan by the Board of Directors shall not be
construed as creating any limitations on the power of the Board of Directors
to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options and the awarding
of stock and cash otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

9.5 EXCLUSION FROM PENSION AND PROFIT-SHARING COMPENSATION. By acceptance
of an Award, each Holder shall be deemed to have agreed that the Award is
special incentive compensation that will not be taken into account in any manner
as salary, compensation or bonus in determining the amount of any payment under
any pension, retirement or other employee benefit plan of the Corporation or any
Subsidiary. In addition, each beneficiary of a deceased Holder shall be deemed
to have agreed that the Award will not affect the amount of any life insurance
coverage, if any, provided by the Corporation or a Subsidiary on the life of the
Holder that is payable to the beneficiary under any life insurance plan covering
employees of the Corporation or any Subsidiary.

9.6 EXECUTION OF RECEIPTS AND RELEASES. Any payment of cash or any
issuance or transfer of shares of Stock to the Holder, or to his legal
representative, heir, legatee, or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of
such persons hereunder. The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.

9.7 NO GUARANTEE OF INTERESTS. Neither the Committee nor the Corporation
guarantees the Stock of the Corporation from loss or depreciation.

9.8 PAYMENT OF EXPENSES. All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Corporation or its Subsidiaries; provided,
however, the Corporation or a Subsidiary may recover any and all damages, fees,
expenses, and costs arising out of any actions taken by the Corporation to
enforce its right to purchase Stock under this Plan.

9.9 CORPORATION RECORDS. Records of the Corporation or its Subsidiaries
regarding the Holder's period of employment, termination of employment and the
reason therefor, leaves of absence, re-employment, and other matters shall be
conclusive for all purposes hereunder, unless determined by the Committee to be
incorrect.

9.10 INFORMATION. The Corporation and its Subsidiaries shall, upon
request or as may be specifically required hereunder, furnish or cause to be
furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.

9.11 NO LIABILITY OF CORPORATION. The Corporation assumes no
obligation or responsibility to the Holder or his legal representatives, heirs,
legatees, or distributees for any act of, or failure to act on the part of, the
Committee.

9.12 CORPORATION ACTION. Any action required of the Corporation shall
be by resolution of its Board of Directors or by a person authorized to act by
resolution of the Board of Directors.

<PAGE>

9.13 SEVERABILITY. If any provision of this Plan is held to be
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions hereof, but such provision shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid provision
had never been included herein.

9.14 NOTICES. Whenever any notice is required or permitted hereunder
other than any Exercise Notice, such notice must be in writing and personally
delivered or sent by mail. Any such notice required or permitted to be
delivered hereunder shall be deemed to be delivered on the date on which it is
personally delivered, or, whether actually received or not, on the third
Business Day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address which such person has theretofore specified by written notice delivered
in accordance herewith. The Corporation or a Holder may change, at any time and
from time to time, by written notice to the other, the address which it or he
had previously specified for receiving notices. Until changed in accordance
herewith, the Corporation and each Holder shall specify as its and his address
for receiving notices the address set forth in the Agreement pertaining to the
shares to which such notice relates. Any Exercise Notice shall be valid only
when it is in fact received by the Corporation or the Person it designates in
accordance with procedures that the Committee may adopt from time to time.

9.15 WAIVER OF NOTICE. Any person entitled to notice hereunder may
waive such notice.

9.16 SUCCESSORS. The Plan shall be binding upon the Holder, his legal
representatives, heirs, legatees, and distributees, upon the Corporation, its
successors, and assigns, and upon the Committee, and its successors.

9.17 HEADINGS. The titles and headings of Sections and Paragraphs are
included for convenience of reference only and are not to be considered in
construction of the provisions hereof.

9.18 GOVERNING LAW. All questions arising with respect to the
provisions of the Plan shall be determined by application of the laws of the
State of Texas except to the extent Texas law is preempted by federal law.
Questions arising with respect to the provisions of an Agreement that are
matters of contract law shall be governed by the laws of the state specified in
the Agreement, except to the extent the corporate law of the Corporation's (or
its successor's) jurisdiction of incorporation conflicts with the contract law
of such state, in which event such corporate law shall govern. The obligation
of the Corporation to sell and deliver Stock hereunder is subject to applicable
laws and to the approval of any governmental authority required in connection
with the authorization, issuance, sale, or delivery of such Stock.

9.19 WORD USAGE. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.

<PAGE>

IN WITNESS WHEREOF, Trammell Crow Company, acting by and through its
officer hereunto duly authorized, has executed this Trammell Crow Company 1997
Stock Option Plan this ______ day of August, 1997.

TRAMMELL CROW COMPANY

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

<PAGE>

TRAMMELL CROW COMPANY
LONG-TERM INCENTIVE PLAN

SCOPE AND PURPOSE OF PLAN

Trammell Crow Company, a Delaware corporation (the "CORPORATION"), has
adopted this Long-Term Incentive Plan (the "PLAN") to provide for the granting
of:

(a) Incentive Options to certain Employees;

(b) Nonstatutory Options to certain Employees, Non-employee Directors and
other persons;

(d) Restricted Stock Awards to certain Employees and other persons; and

(e) Stock Appreciation Rights to certain Employees and other persons.

The purpose of the Plan is to provide an incentive for Employees, directors
and certain consultants and advisors of the Corporation or its Subsidiaries to
remain in the service of the Corporation or its Subsidiaries, to extend to them
the opportunity to acquire a proprietary interest in the Corporation so that
they will apply their best efforts for the benefit of the Corporation, and to
aid the Corporation in attracting able persons to enter the service of the
Corporation and its Subsidiaries.

SECTION 1. DEFINITIONS

As used in this Plan, the following terms have the meanings set forth
below:

1.1 "Award" means the grant of any form of Option, Performance Unit,
Reload Option, Restricted Stock Award or Stock Appreciation Right under the
Plan, whether granted singly, in combination, or in tandem, to a Holder pursuant
to the terms, conditions, and limitations that the Committee may establish in
order to fulfill the objectives of the Plan.

1.2 "Award Agreement" means the written document or agreement delivered to
Holder evidencing the terms, conditions and limitations of an Award that the
Corporation granted to that Holder.

1.3 "Board of Directors" means the board of directors of the Corporation.

1.4 "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in the State of Texas are authorized or obligated
by law or executive order to close.

1.5 "Cause," with respect to any Holder that is an Employee, means
termination of the Holder's employment by the Corporation because of : (a) the
Holder's conviction of, or plea of nolo contendere to, a felony or crime
involving moral turpitude; (b) the Holder's personal dishonesty, incompetence,
willful

<PAGE>

misconduct, willful violation of any law, rule or regulation (other than
minor traffic violations or similar offenses) or breach of fiduciary duty
which involves personal profit; (c) the Holder's commission of material
mismanagement in the conduct of his duties as assigned to him by the Board of
Directors or the Holder's supervising officer or officers of the Corporation
or any Subsidiary; (d) the Holder's willful failure to execute or comply with
the policy of the Company or any of its Subsidiaries or his stated duties as
established by the Board of Directors or the Holder's supervising officer or
officers of the Corporation or any Subsidiary or the Holder's intentional
failure to perform the Holder's stated duties; or (e) substance abuse or
addiction on the part of the Holder. Notwithstanding the foregoing, in the
case of any Holder who, subsequent to the effective date of this Plan, enters
into an employment agreement with the Corporation or any Subsidiary that
contains the definition of "cause" (or any similar definition), then during
the term of such employment agreement the definition contained in such
Employment Agreement shall be the applicable definition of "cause" under the
Plan as to such Holder if such Employment Agreement expressly so provides.

1.6 "Change in Control" means the occurrence of any of the following
events:

(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "PERSON") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either (x) the then outstanding shares of Common
Stock of the Corporation (the "OUTSTANDING CORPORATION COMMON STOCK") or (y) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"OUTSTANDING CORPORATION VOTING SECURITIES"); PROVIDED, HOWEVER, that for
purposes of this subsection (i), the following acquisitions shall not constitute
a Change of Control: (A) any acquisition directly from the Corporation, (B) any
acquisition by the Corporation, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation or any corporation
controlled by the Corporation or (D) any acquisition by any corporation pursuant
to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii)
below; or

(ii) Individuals who, as of the date of this Plan, constitute the
Board of Directors cease for any reason to constitute at least a majority of the
Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Corporation or an acquisition of assets of another corporation (a "BUSINESS
COMBINATION"), in each case, unless, following such Business Combination,
(A) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation, or all
or substantially all of the Corporation's assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(B) no Person (excluding any employee benefit plan (or related trust) of the
Corporation or the corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then

<PAGE>

outstanding voting securities of such corporation except to the extent that
such ownership of the Corporation existed prior to the Business Combination
and (C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.

1.7 "Code" means the Internal Revenue Code of 1986, as amended.

1.8 "Committee" means the committee or subcommittee appointed pursuant to
Section 3 by the Board of Directors to administer this Plan.

1.9 "Common Stock" means the authorized common stock, par value $.01 per
share, as described in the Corporation's Certificate of Incorporation.

1.10 "Common Stock Equivalent" means (without duplication with any other
Common Stock or Common Stock Equivalents) rights, warrants, options, convertible
securities, exchangeable securities or indebtedness, or other rights,
exercisable for or convertible or exchangeable into, directly or indirectly,
Common Stock or securities convertible or exchangeable into Common Stock,
whether at the time the number of shares of Common Stock Equivalents are
determined or within sixty days of that date and that are traded or are of the
same class as securities that are traded on a national securities exchange or
quoted on the NASDAQ National Market System, NASDAQ, or National Quotation
Bureau Incorporated. The number of shares of Common Stock Equivalents
outstanding shall equal the number of shares of Common Stock plus the number of
shares of Common Stock issuable upon exercise, conversion or exchange of all
other Common Stock Equivalents.

1.11 "Corporation" means Trammell Crow Company, a Delaware corporation.

1.12 "Date of Grant" has the meaning given it in Paragraph 4.3.

1.13 "Disability" has the meaning given it in Paragraph 10.5.

1.14 "Effective Date" means __________, 1997.

1.15 "Eligible Individuals" means (a) Employees, (b) Non-employee
Directors and (c) any other Person that the Committee designates as eligible
for an Award (other than for Incentive Options) because the Person performs
bona fide consulting or advisory services for the Corporation or any of its
Subsidiaries (other than services in connection with the offer or sale of
securities in a capital-raising transaction).

1.16 "Employee" means any employee of the Corporation or of any of its
Subsidiaries, including officers and directors of the Corporation who are also
employees of the Corporation or of any of its Subsidiaries.

1.17 "Exchange Act" means the Securities Exchange Act of 1934.

<PAGE>

1.18 "Exercise Notice" has the meaning given it in Paragraph 5.5.

1.19 "Exercise Price" has the meaning given it in Paragraph 5.4.

1.20 "Fair Market Value" means, for a particular day:

(b) If shares of Stock of the same class are not listed or admitted
to unlisted trading privileges as provided in Subparagraph 1.19(a) and if
sales prices for shares of Stock of the same class in the over-the-counter
market are reported by the NASDAQ National Market System (or a similar
system then in use) at the date of determining the Fair Market Value, then
the last reported sales price so reported on the last Business Day before
the date in question or, if no such sale takes place on that Business Day,
the average of the high bid and low asked prices so reported; or

(c) If shares of Stock of the same class are not listed or admitted
to unlisted trading privileges as provided in Subparagraph 1.19(a) and
sales prices for shares of Stock of the same class are not reported by the
NASDAQ National Market System (or a similar system then in use) as provided
in Subparagraph 1.19(b), and if bid and asked prices for shares of Stock of
the same class in the over-the-counter market are reported by NASDAQ (or,
if not so reported, by the National Quotation Bureau Incorporated) at the
date of determining the Fair Market Value, then the average of the high bid
and low asked prices on the last Business Day before the date in question;
or

(d) If shares of Stock of the same class are not listed or admitted
to unlisted trading privileges as provided in Subparagraph 1.19(a) and
sales prices or bid and asked prices therefor are not reported by NASDAQ
(or the National Quotation Bureau Incorporated) as provided in Subparagraph
1.19(b) or Subparagraph 1.19(c) at the date of determining the Fair Market
Value, then the value determined in good faith by the Committee, which
determination shall be conclusive for all purposes; or

(e) If shares of Stock of the same class are listed or admitted to
unlisted trading privileges as provided in Subparagraph 1.19(a) or sales
prices or bid and asked prices therefor are reported by NASDAQ (or the
National Quotation Bureau Incorporated) as provided in Subparagraph
1.19(b), Subparagraph 1.19(c) or Subparagraph 1.19(d) at the date of
determining the Fair Market Value, but the volume of trading is so low that
the Board of Directors determines in good faith that such prices are not
indicative of the fair value of the Stock, then the value determined in
good faith by the Committee, which determination shall be conclusive for
all purposes notwithstanding the provisions of Subparagraphs 1.19(a), (b),
(c) or (d).

<PAGE>

For purposes of valuing Incentive Options, the Fair Market Value of Stock shall
be determined without regard to any restriction other than one that, by its
terms, will never lapse and will be determined on the date in question instead
of the last Business Day before the date in question. For purposes of the
redemption provided for in Subparagraph 9.3(e)(vi), Fair Market Value shall have
the meaning and shall be determined as provided above; PROVIDED, HOWEVER, that
the Committee, with respect to any such redemption, shall have the right to
determine that the Fair Market Value for purposes of the redemption should be an
amount measured by the value of the shares of stock, other securities, cash or
property otherwise being received by holders of shares of Stock in connection
with the Restructure, and upon that determination the Committee shall have the
power and authority to determine Fair Market Value for purposes of the
redemption based upon the value of such shares of stock, other securities, cash
or property. Any such determination by the Committee shall be conclusive for
all purposes.

1.21 "Holder" means an Eligible Individual to whom an Award has been
granted.

1.22 "Incentive Option" means an incentive stock option as defined under
Section 422 of the Code and regulations thereunder.

1.23 "Incumbent Board" means the individuals who, as of the Effective Date,
constitute the Board of Directors and any other individual who becomes a
director of the Corporation after that date and whose election or appointment by
the Board of Directors or nomination for election by the Corporation's
stockholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Incumbent Board.

1.24 "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotations, Inc.

1.25 "Non-employee Director" means a director of the Corporation who while
a director is not an Employee.

1.26 "Nonstatutory Option" means a stock option that does not satisfy the
requirements of Section 422 of the Code or that is designated at the Date of
Grant or in the applicable Option Agreement to be an option other than an
Incentive Option.

1.27 "Non-Surviving Event" means an event of Restructure as described in
either subparagraph (b) or (c) of Paragraph 1.37.

1.28 "Option Agreement" means an Award Agreement for an Incentive Option or
a Nonstatutory Option.

1.29 "Option" means either an Incentive Option or a Nonstatutory Option, or
both.

1.30 "Performance Period" means a period of one or more fiscal years of the
Corporation, beginning with the fiscal year for which Performance Units are
granted and over which performance is

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measured, for the purpose of determining the payment value of Performance
Units. A Performance Period shall not exceed ten years.

1.31 "Performance Unit" means a unit representing a contingent right to
receive a specified amount of cash or shares of Stock at the end of a
Performance Period.

1.32 "Person" means any person or entity of any nature whatsoever,
specifically including (but not limited to) an individual, a firm, a company, a
corporation, a limited liability company, a partnership, a trust or other
entity. A Person, together with that Person's affiliates and associates (as
those terms are defined in Rule 12b-2 under the Exchange Act for purposes of
this definition only), and any Persons acting as a partnership, limited
partnership, joint venture, association, syndicate or other group (whether or
not formally organized), or otherwise acting jointly or in concert or in a
coordinated or consciously parallel manner (whether or not pursuant to any
express agreement), for the purpose of acquiring, holding, voting or disposing
of securities of the Corporation with that Person, shall be deemed a single
"Person."

1.33 "Plan" means the Trammell Crow Company Long-Term Incentive Plan, as it
may be amended from time to time.

1.34 "Reload Option" has the meaning given it in Paragraph 5.9.

1.35 "Restricted Stock Award" means the grant or purchase, on the terms and
conditions that the Committee determines or on the terms and conditions of
Section 7, of Stock that is nontransferable or subject to substantial risk of
forfeiture until specific conditions are met.

1.36 "Restructure" means the occurrence of any one or more of the
following:

1.37 "Retirement" means the separation of the Holder from employment with
the Corporation and its Subsidiaries on account of retirement.

<PAGE>

1.38 "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act,
or any successor rule, as it may be amended from time to time.

1.39 "SAR Exercise Price" has the meaning given it in Paragraph 1.43.

1.40 "Section 162(m)" means Section 162(m) of the Code and the rules and
regulations adopted from time to time thereunder, or any successor law or rule
as it may be amended from time to time.

1.41 "Securities Act" means the Securities Act of 1933.

1.42 "Stock" means Common Stock, or any other securities that are
substituted for Stock as provided in Section 9.

1.43 "Stock Appreciation Right" means the right to receive an amount equal
to the excess of the Fair Market Value of a share of Stock (as determined on the
date of exercise) over, as appropriate, the Exercise Price of a related Option
or over a price specified in the related Award Agreement (the "SAR EXERCISE
PRICE") that is not less than eighty-five percent of the Fair Market Value of
the Stock on the Date of Grant of the Stock Appreciation Right.

1.44 "Subsidiary" means, with respect to any Person, any corporation,
limited partnership, limited liability company or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.

1.45 "Total Shares" has the meaning given it in Paragraph 9.2.

1.46 "Voting Securities" means any securities that are entitled to vote
generally in the election of directors, in the admission of general partners, or
in the selection of any other similar governing body.

SECTION 2. SHARES OF STOCK SUBJECT TO THE PLAN

2.1 MAXIMUM NUMBER OF SHARES. Subject to the provisions of Section 9 of
the Plan, the maximum aggregate number of shares of Stock in respect of which
Awards may be granted for all purposes under the Plan shall be [INSERT NUMBER
EQUAL TO 15% OF THE POST-IPO SHARES OUTSTANDING (AS DEFINED IN THE MERGER
AGREEMENT)].

2.2 RESTORATION OF UNUSED AND SURRENDERED SHARES. If Stock subject to any
Award is not issued or transferred, or ceases to be issuable or transferable for
any reason, including (but not exclusively) because an Award is forfeited,
terminated, expires unexercised, is settled in cash in lieu of Stock, or is
exchanged for other Awards, the shares of Stock that were subject to that Award
shall again be available for issue, transfer, or exercise pursuant to Awards
under the Plan to the extent of such forfeiture, termination, expiration,
settlement or exchange.

2.3 DESCRIPTION OF SHARES. The shares to be delivered under the Plan
shall be made available from (a) authorized but unissued shares of Stock, (b)
Stock held in the treasury of the Corporation, or (c) previously issued shares
of Stock reacquired by the Corporation, including shares purchased on the open

<PAGE>

market, in each situation as the Board of Directors or the Committee may
determine from time to time at its sole option.

2.4 REGISTRATION AND LISTING OF SHARES. From time to time, the Board of
Directors and appropriate officers of the Corporation shall be, and are,
authorized to take whatever actions are necessary to file required documents
with governmental authorities, stock exchanges and other appropriate Persons to
make shares of Stock available for issuance pursuant to Awards.

SECTION 3. ADMINISTRATION OF THE PLAN

3.1 COMMITTEE. The Board of Directors shall administer the Plan with
respect to all Eligible Individuals or may delegate all or part of its duties
under this Plan to the Committee or to any officer or committee of officers
of the Corporation, subject in each case to such conditions and limitations
as the Board of Directors may establish and subject to the following
sentence. Unless a majority of the members of the Board of Directors
determines otherwise: (a) the Committee shall be constituted in a manner
that satisfies the requirements of Rule 16b-3, which Committee shall
administer the Plan with respect to all Eligible Individuals who are subject
to Section 16 of the Exchange Act in a manner that satisfies the requirements
of Rule 16b-3; and (b) the Committee shall be constituted in a manner that
satisfies the requirements of Section 162(m), which Committee shall
administer the Plan with respect to "performance-based compensation" for all
Eligible Individuals who are reasonably expected to be "covered employees" as
those terms are defined in Section 162(m). The number of persons that shall
constitute the Committee shall be determined from time to time by a majority
of all the members of the Board of Directors. Except for references in
Paragraphs 3.1, 3.2, and 3.3 and unless the context otherwise requires,
references herein to the Committee shall also refer to the Board of Directors
as administrator of the Plan for Eligible Individuals or to the appropriate
delegate of the Committee or the Board of Directors.

3.2 DURATION, REMOVAL, ETC. The members of the Committee shall serve at
the pleasure of the Board of Directors, which shall have the power, at any
time and from time to time, to remove members from or add members to the
Committee. Removal from the Committee may be with or without cause. Any
individual serving as a member of the Committee shall have the right to
resign from membership in the Committee by at least three days written notice
to the Board of Directors. The Board of Directors, and not the remaining
members of the Committee, shall have the power and authority to fill
vacancies on the Committee, however caused.

<PAGE>

effective as if it had been made at a meeting that was duly called and held.
The Committee may make any rules and regulations as it may deem advisable for
the conduct of its business that are not inconsistent with the provisions of
the Plan, the Certificate of Incorporation and the by-laws of the
Corporation, Rule 16b-3, so long as it is applicable, and Section 162(m), so
long as it is applicable.

3.4 COMMITTEE'S POWERS. Subject to the express provisions of the Plan and
any applicable law with which the Corporation intends the Plan to comply, the
Committee shall have the authority, in its sole and absolute discretion, (a) to
adopt, amend and rescind administrative and interpretive rules and regulations
relating to the Plan, including without limitation to adopt and observe such
procedures concerning the counting of Awards against the Plan and individual
maximums as it may deem appropriate from time to time; (b) to determine the
Eligible Individuals to whom, and the time or times at which, Awards shall be
granted; (c) to determine the amount of cash and the number of shares of Stock,
Stock Appreciation Rights, Restricted Stock Awards or Performance Units, or any
combination thereof, that shall be the subject of each Award; (d) to determine
the terms and provisions of each Award Agreement (which need not be identical),
including provisions defining or otherwise relating to (i) the term and the
period or periods and extent of exercisability of the Options, (ii) the extent
to which the transferability of shares of Stock issued or transferred pursuant
to any Award is restricted, (iii) the effect of termination of employment on the
Award, and (iv) the effect of approved leaves of absence (consistent with any
applicable regulations of the Internal Revenue Service); (e) to accelerate,
pursuant to Section 9, the time of exercisability of any Option that has been
granted or the time of vesting or settlement of any Restricted Stock Award or
Performance Unit; (f) to construe the respective Award Agreements and the Plan;
(g) to make determinations of the Fair Market Value of the Stock pursuant to the
Plan; (h) to delegate its duties under the Plan to such agents as it may appoint
from time to time, subject to the second sentence of Paragraph 3.1; and (i) to
make all other determinations, perform all other acts, and exercise all other
powers and authority necessary or advisable for administering the Plan,
including the delegation of those ministerial acts and responsibilities as the
Committee deems appropriate subject in all respects to the last two sentences of
Paragraph 5.12. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement
in the manner and to the extent it deems necessary or desirable to carry the
Plan into effect, and the Committee shall be the sole and final judge of that
necessity or desirability. The determinations of the Committee on the matters
referred to in this Paragraph 3.4 shall be final and conclusive. The Committee
shall not have the power to appoint members of the Committee or to terminate,
modify or amend the Plan. Those powers are vested in the Board of Directors.

3.5 TRANSFERABILITY OF AWARDS. Notwithstanding any limitation on a
Holder's right to transfer an Award, the Committee may (in its sole discretion)
permit a Holder to transfer an Award, or may cause the Corporation to grant an
Award that otherwise would be granted to an Eligible Individual, in any of the
following circumstances: (a) pursuant to a qualified domestic relations order,
(b) to a trust established for the benefit of the Eligible Individual or one or
more of the children, grandchildren or spouse of the Eligible Individual; (c) to
a limited partnership in which all the interests are held by the Eligible
Individual and that Person's children, grandchildren or spouse; or (d) to
another Person in circumstances that the Committee believes will result in the
Award continuing to provide an incentive for the Eligible Individual to remain
in the service of the Corporation or its Subsidiaries and apply his or her best
efforts for the benefit of the Corporation or its Subsidiaries. If the
Committee determines to allow such transfers or issuances of Awards, any Holder
or Eligible Individual desiring such transfers or issuances shall make
application therefor in the manner and time that the Committee specifies and
shall comply with such other requirements as the Committee may require to assure
compliance with all applicable laws, including securities laws, and to

<PAGE>

assure fulfillment of the purposes of this Plan. The Committee shall not
authorize any such transfer or issuance if it may not be made in compliance
with all applicable federal, state and foreign securities laws. The granting
of permission for such an issuance or transfer shall not obligate the
Corporation to register the shares of Stock to be issued under the applicable
Award.

SECTION 4. ELIGIBILITY AND PARTICIPATION

4.1 ELIGIBLE INDIVIDUALS. Awards may be granted pursuant to the Plan only
to persons who are Eligible Individuals at the time of the grant thereof or in
connection with the severance or retirement of Eligible Individuals.

4.2 GRANT OF AWARDS. Subject to the express provisions of the Plan, the
Committee shall determine which Eligible Individuals shall be granted Awards
from time to time. In making grants, the Committee shall take into
consideration the contribution the potential Holder has made or may make to the
success of the Corporation or its Subsidiaries and such other considerations as
the Board of Directors may from time to time specify. The Committee shall also
determine the number of shares or cash amounts subject to each of the Awards and
shall authorize and cause the Corporation to grant Awards in accordance with
those determinations.

4.3 DATE OF GRANT. The date on which an Award is granted (the "DATE OF
GRANT") shall be the date specified by the Committee as the effective date or
date of grant of an Award or, if the Committee does not so specify, shall be the
date as of which the Committee adopts the resolution approving the offer of an
Award to an individual, including the specification of the number (or method of
determining the number) of shares of Stock and the amount (or method of
determining the amount) of cash to be subject to the Award, even though certain
terms of the Award Agreement may not be determined at that time and even though
the Award Agreement may not be executed or delivered until a later time. In no
event shall a Holder gain any rights in addition to those specified by the
Committee in its grant, regardless of the time that may pass between the grant
of the Award and the actual execution or delivery of the Award Agreement by the
Corporation or the Holder. The Committee may invalidate an Award at any time
before the Award Agreement is signed by the Holder (if signature is required) or
is delivered to the Holder (if signature is not required), and such Award shall
be treated as never having been granted.

4.4 AWARD AGREEMENTS. Each Award granted under the Plan shall be
evidenced by an Award Agreement that incorporates those terms that the Committee
shall deem necessary or desirable. More than one Award may be granted under the
Plan to the same Eligible Individual and be outstanding concurrently. If an
Eligible Individual is granted both one or more Incentive Options and one or
more Nonstatutory Options, those grants shall be evidenced by separate Award
Agreements, one for each of the Incentive Option grants and one for each of the
Nonstatutory Option grants.

4.5 LIMITATION FOR INCENTIVE OPTIONS. Notwithstanding any provision
contained herein to the contrary, (a) a person shall not be eligible to receive
an Incentive Option unless he or she is an Employee of the Corporation or a
corporate Subsidiary (but not a partnership or other non-corporate Subsidiary),
and (b) a person shall not be eligible to receive an Incentive Option if,
immediately before the time the Incentive Option is granted, that person owns
(within the meaning of Sections 422 and 424 of the Code) stock possessing more
than ten percent of the total combined voting power or value of all classes of
stock of the

<PAGE>

Corporation or a Subsidiary. Nevertheless, this Subparagraph 4.5(b) shall
not apply if, at the time the Incentive Option is granted, the Exercise Price
of the Incentive Option is at least one hundred and ten percent of the Fair
Market Value of the Stock underlying the Incentive Option and the Incentive
Option is not, by its terms, exercisable after the expiration of five years
from the Date of Grant.

4.6 NO RIGHT TO AWARD. The adoption of the Plan shall not be deemed to
give any person a right to be granted an Award.

SECTION 5. TERMS AND CONDITIONS OF OPTIONS

All Options granted under the Plan shall comply with, and the related
Option Agreements shall be deemed to include and be subject to, the terms and
conditions set forth in this Section 5 (to the extent each term and condition
applies to the form of Option) and also to the terms and conditions set forth in
Paragraph 9.1 and Section 10; PROVIDED, HOWEVER, that the Committee may
authorize an Option Agreement that expressly contains terms and provisions that
differ from the terms and provisions of Section 10. The Committee may also
authorize an Option Agreement that contains any or all of the terms and
provisions of Paragraphs 9.2 and 9.3 or that contains terms and provisions
dealing with similar subject matter differently than do those Paragraphs;
nevertheless, no term or provision of Paragraph 9.2 or 9.3 (or any such
differing term or provision) shall apply to an Option Agreement unless the
Option Agreement expressly states that such term or provision applies.

5.1 NUMBER OF SHARES. Each Option Agreement shall state the total number
of shares of Stock to which it relates.

5.2 VESTING. Each Option Agreement shall state the time, periods or other
conditions on which the right to exercise the Option or a portion thereof shall
vest and the number (or method of determining the number) of shares of Stock for
which the right to exercise the Option shall vest at each such time, period or
satisfaction of condition.

5.3 EXPIRATION OF OPTIONS. Nonstatutory Options and Incentive Options may
be exercised during the term determined by the Committee and set forth in the
Option Agreement; PROVIDED that no Incentive Option shall be exercised after the
expiration of a period of ten years commencing on the Date of Grant of the
Incentive Option.

5.4 EXERCISE PRICE. Each Option Agreement shall state the exercise price
per share of Stock (the "EXERCISE PRICE"). The exercise price per share of
Stock subject to an Incentive Option shall not be less than the greater of
(a) the par value per share of the Stock or (b) 100% of the Fair Market Value
per share of the Stock on the Date of Grant of the Option. The exercise price
per share of Stock subject to a Nonstatutory Option shall not be less than the
greater of (a) the par value per share of the Stock or (b) eighty-five percent
of the Fair Market Value per share of the Stock on the Date of Grant of the
Option.

<PAGE>

exercised, (b) be signed or otherwise given by the Holder of the Option or
by the person authorized to exercise the Option in the event of the Holder's
death or disability, (c) be accompanied by the Exercise Price for all shares
of Stock for which the Option is exercised, unless provision for the payment
of the Exercise Price has been made pursuant to Paragraph 5.7 or 5.8 or in
another manner permitted by law and approved in advance by the Committee, and
(d) include such other information, instruments, and documents as may be
required to satisfy any other condition to exercise contained in the Option
Agreement. The Option shall not be deemed to have been exercised unless all
of the requirements of the preceding provisions of this Paragraph 5.5 have
been satisfied.

5.6 INCENTIVE OPTION EXERCISES. During the Holder's lifetime, only the
Holder may exercise an Incentive Option. The Holder of an Incentive Option
shall immediately notify the Corporation in writing of any disposition of the
Stock acquired pursuant to the Incentive Option that would disqualify the
Incentive Option from the incentive option tax treatment afforded by Section 422
of the Code. The notice shall state the number of shares disposed of, the dates
of acquisition and disposition of the shares, and the consideration received
upon that disposition.

5.7 MEDIUM AND TIME OF PAYMENT. The Exercise Price of an Option shall be
payable in full upon the exercise of the Option (a) in cash or by an equivalent
means (such as that specified in Paragraph 5.8) acceptable to the Committee, (b)
on the Committee's prior consent, with shares of Stock owned by the Holder
(including shares received upon exercise of the Option or restricted shares
already held by the Holder) and having a Fair Market Value at least equal to the
aggregate Exercise Price payable in connection with such exercise, or (c) by any
combination of clauses (a) and (b). If the Committee chooses to accept shares
of Stock in payment of all or any portion of the Exercise Price, then (for
purposes of payment of the Exercise Price) those shares of Stock shall be deemed
to have a cash value equal to their aggregate Fair Market Value determined as of
the date of the delivery of the Exercise Notice. If the Committee elects to
accept shares of restricted Stock in payment of all or any portion of the
Exercise Price, then an equal number of shares issued pursuant to the exercise
shall be restricted on the same terms and for the restriction period remaining
on the shares used for payment.

5.8 PAYMENT WITH SALE PROCEEDS. In addition, at the request of the Holder
and to the extent permitted by applicable law, the Committee may (but shall not
be required to) approve arrangements with a brokerage firm under which that
brokerage firm, on behalf of the Holder, shall pay to the Corporation the
Exercise Price of the Option being exercised (either as a loan to the Holder or
from the proceeds of the sale of Stock issued pursuant to that exercise of the
Option), and the Corporation shall promptly cause the exercised shares to be
delivered to the brokerage firm. Such transactions shall be effected in
accordance with the procedures that the Committee may establish from time to
time.

5.9 RELOAD PROVISIONS. Options may contain a provision pursuant to which
a Holder who pays all or a portion of the Exercise Price of an Option or the tax
required to be withheld pursuant to the exercise of an Option by surrendering
shares of Stock shall automatically be granted an Option for the purchase of the
number of shares of Stock equal to the number of shares surrendered (a "RELOAD
OPTION"). The Date of Grant of the Reload Option shall be the date on which the
Holder surrenders the shares of Stock in respect of which the Reload Option is
granted. The Reload Option shall have an Exercise Price equal to the Fair
Market Value of a share of Stock on the Date of Grant of the Reload Option and
shall have a term that is no longer than the original term of the underlying
Option.

<PAGE>

5.10 LIMITATION ON AGGREGATE VALUE OF SHARES THAT MAY BECOME FIRST
EXERCISABLE DURING ANY CALENDAR YEAR UNDER AN INCENTIVE OPTION. Except as is
otherwise provided in subparagraph 9.2(b), with respect to any Incentive
Option granted under this Plan, the aggregate Fair Market Value of shares of
Stock subject to an Incentive Option and the aggregate Fair Market Value of
shares of Stock or stock of any Subsidiary (or a predecessor of the
Corporation or a Subsidiary) subject to any other incentive stock option
(within the meaning of Section 422 of the Code) of the Corporation or its
Subsidiaries (or a predecessor corporation of any such corporation) that
first become purchasable by a Holder in any calendar year may not (with
respect to that Holder) exceed $100,000, or such other amount as may be
prescribed under Section 422 of the Code or applicable regulations or rulings
from time to time. As used in the previous sentence, Fair Market Value shall
be determined as of the date the Incentive Option is granted. For purposes
of this Paragraph 5.10 "predecessor corporation" means (a) a corporation that
was a party to a transaction described in Section 424(a) of the Code (or
which would be so described if a substitution or assumption under that
Section had been effected) with the Corporation, (b) a corporation which, at
the time the new incentive stock option (within the meaning of Section 422 of
the Code) is granted, is a Subsidiary of the Corporation or a predecessor
corporation of any such corporations, or (c) a predecessor corporation of any
such corporations. Failure to comply with this provision shall not impair
the enforceability or exercisability of any Option, but shall cause the
excess amount of shares to be reclassified in accordance with the Code.

5.11 NO FRACTIONAL SHARES. The Corporation shall not in any case be
required to sell, issue, or deliver a fractional share with respect to any
Option. In lieu of the issuance of any fractional share of Stock, the
Corporation shall pay to the Holder an amount in cash equal to the same
fraction (as the fractional Stock) of the Fair Market Value of a share of
Stock determined as of the date of the applicable Exercise Notice.

5.12 MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the
terms and conditions of and within the limitations of the Plan and any
applicable law, and any consent required by the last two sentences of this
Paragraph 5.12, the Committee may (a) modify, extend or renew outstanding
Options granted under the Plan, (b) accept the surrender of Options
outstanding hereunder (to the extent not previously exercised) and authorize
the granting of new Options in substitution for outstanding Options (to the
extent not previously exercised), and (c) amend the terms of an Incentive
Option at any time to include provisions that have the effect of changing the
Incentive Option to a Nonstatutory Option. Nevertheless, without the consent
of the Holder, the Committee may not modify any outstanding Options so as to
specify a higher Exercise Price or accept the surrender of outstanding
Incentive Options and authorize the granting of new Options in substitution
therefor specifying a higher Exercise Price. In addition, no modification of
an Option granted hereunder shall, without the consent of the Holder,
materially alter or impair any rights of the Holder or materially increase
the obligations of a Holder under any Option theretofore granted to that
Holder under the Plan except, with respect to Incentive Options, as may be
necessary to satisfy the requirements of Section 422 of the Code or as
permitted in clause (c) of this Paragraph 5.12.

5.13 OTHER AGREEMENT PROVISIONS. The Option Agreements authorized under
the Plan shall contain such provisions in addition to those required by the
Plan (including, without limitation, restrictions or the removal of
restrictions upon the exercise of the Option and the retention or transfer of
shares thereby acquired) as the Committee may deem advisable. Each Option
Agreement shall identify the Option evidenced thereby as an Incentive Option
or Nonstatutory Option, as the case may be, and no Option Agreement shall
cover both an Incentive Option and a Nonstatutory Option. Each Agreement
relating to an Incentive Option granted hereunder shall contain such
limitations and restrictions upon the exercise of the

<PAGE>

Incentive Option to which it relates as shall be necessary for the Incentive
Option to which such Agreement relates to constitute an incentive stock
option, as defined in Section 422 of the Code.

SECTION 6. STOCK APPRECIATION RIGHTS

All Stock Appreciation Rights granted under the Plan shall comply with,
and the related Award Agreements shall be deemed to include and be subject
to, the terms and conditions set forth in this Section 6 (to the extent each
term and condition applies to the form of Stock Appreciation Right) and also
to the terms and conditions set forth in Paragraph 9.1 and Section 10;
PROVIDED, HOWEVER, that the Committee may authorize an Award Agreement
relating to a Stock Appreciation Right that expressly contains terms and
provisions that differ from the terms and provisions of Section 10. The
Committee may also authorize an Award Agreement relating to a Stock
Appreciation Right that contains any or all of the terms and provisions of
Paragraphs 9.2 and 9.3 or that contains terms and provisions dealing with
similar subject matter differently than do those Paragraphs; nevertheless, no
term or provision of Paragraph 9.2 or 9.3 (or any such differing term or
provision) shall apply to an Award Agreement relating to a Stock Appreciation
Right unless the Award Agreement expressly states that such term or provision
applies.

6.1 FORM OF RIGHT. A Stock Appreciation Right may be granted to an
Eligible Individual (a) in connection with an Option, either at the time of
grant or at any time during the term of the Option, or (b) without relation
to an Option.

6.2 RIGHTS RELATED TO OPTIONS. A Stock Appreciation Right granted
pursuant to an Option shall entitle the Holder, upon exercise, to surrender
that Option or any portion thereof, to the extent unexercised, and to receive
payment of an amount computed pursuant to Subparagraph 6.2(b). That Option
shall then cease to be exercisable to the extent surrendered. Stock
Appreciation Rights granted in connection with an Option shall be subject to
the terms of the Award Agreement governing the Option, which shall comply
with the following provisions in addition to those applicable to Options:

(a) EXERCISE AND TRANSFER. Subject to Paragraph 10.10, a Stock
Appreciation Right granted in connection with an Option shall be
exercisable only at such time or times and only to the extent that the
related Option is exercisable and shall not be transferable except to the
extent that the related Option is transferable. To the extent that an
Option has been exercised, the Stock Appreciation Rights granted in
connection with that Option shall terminate.

(b) VALUE OF RIGHT. Upon the exercise of a Stock Appreciation Right
related to an Option, the Holder shall be entitled to receive payment from
the Corporation of an amount determined by multiplying:

(i) The difference obtained by subtracting the Exercise Price of
a share of Stock specified in the related Option from the Fair Market
Value of a share of Stock on the date of exercise of the Stock
Appreciation Right, by

(ii) The number of shares as to which that Stock Appreciation
Right has been exercised.

<PAGE>

6.3 RIGHT WITHOUT OPTION. A Stock Appreciation Right granted without
relationship to an Option shall be exercisable as determined by the Committee
and set forth in the Award Agreement governing the Stock Appreciation Right,
which Award Agreement shall comply with the following provisions:

(a) NUMBER OF SHARES. Each Award Agreement shall state the total
number of shares of Stock to which the Stock Appreciation Right relates.

(b) VESTING. Each Award Agreement shall state the time, periods or
other conditions on which the right to exercise the Stock Appreciation
Right or a portion thereof shall vest and the number of shares of Stock for
which the right to exercise the Stock Appreciation Right shall vest at each
such time, period or satisfaction of condition.

(c) EXPIRATION OF RIGHTS. Each Award Agreement shall state the date
at which the Stock Appreciation Rights shall expire if not previously
exercised.

(d) VALUE OF RIGHT. A Stock Appreciation Right granted without
relationship to an Option shall entitle the Holder, upon exercise of the
Stock Appreciation Right, to receive payment of an amount determined by
multiplying:

(i) The difference obtained by subtracting the SAR Exercise
Price from the Fair Market Value of a share of Stock on the date of
exercise of that Stock Appreciation Right, by

(ii) The number of rights as to which the Stock Appreciation
Right has been exercised.

6.4 LIMITATIONS ON RIGHTS. Notwithstanding Subparagraph 6.2(b) and
Subparagraph 6.3(d), the Committee may limit the amount payable upon exercise
of a Stock Appreciation Right. Any such limitation must be determined as of
the Date of Grant and be noted on the instrument evidencing the Stock
Appreciation Right.

6.5 PAYMENT OF RIGHTS. Payment of the amount determined under
Subparagraph 6.2(b) or Subparagraph 6.3(d) and Paragraph 6.4 may, in the sole
discretion of the Committee, be made solely in whole shares of Stock valued
at Fair Market Value on the date of exercise of the Stock Appreciation Right
or, in the sole discretion of the Committee, solely in cash or a combination
of cash and Stock. If the Committee decides to make full payment in shares
of Stock and the amount payable results in a fractional share, payment for
the fractional share shall be made in cash.

6.6 OTHER AGREEMENT PROVISIONS. The Award Agreements authorized
relating to Stock Appreciation Rights shall contain such provisions in
addition to those required by the Plan (including, without limitation,
restrictions or the removal of restrictions upon the exercise of the Stock
Appreciation Right and the retention or transfer of shares thereby acquired)
as the Committee may deem advisable.

<PAGE>

SECTION 7. RESTRICTED STOCK AWARDS

All Restricted Stock Awards granted under the Plan shall comply with, and
the related Award Agreements shall be deemed to include, and be subject to
the terms and conditions set forth in this Section 7 and also to the terms
and conditions set forth in Paragraph 9.1 and Section 10; PROVIDED, HOWEVER,
that the Committee may authorize an Award Agreement relating to a Restricted
Stock Award that expressly contains terms and provisions that differ from the
terms and provisions of Section 10. The Committee may also authorize an
Award Agreement relating to a Restricted Stock Award that contains any or all
of the terms and provisions of Paragraphs 9.2 and 9.3 or that contains terms
and provisions dealing with similar subject matter differently than do those
Paragraphs; nevertheless, no term or provision of Paragraph 9.2 or 9.3 (or
any such differing term or provision) shall apply to an Award Agreement
relating to a Restricted Stock Award unless the Award Agreement expressly
states that such term or provision applies.

7.1 RESTRICTIONS. All shares of Restricted Stock Awards granted or sold
pursuant to the Plan shall be subject to the following conditions:

(a) TRANSFERABILITY. The shares may not be sold, transferred or
otherwise alienated or hypothecated until the restrictions are removed or
expire.

(b) CONDITIONS TO REMOVAL OF RESTRICTIONS. Conditions to removal or
expiration of the restrictions may include, but are not required to be
limited to, continuing employment or service as a director, officer,
consultant or advisor or achievement of performance objectives described in
the Award Agreement.

(c) LEGEND. Each certificate representing Restricted Stock Awards
granted pursuant to the Plan shall bear a legend making appropriate
reference to the restrictions imposed.

(d) POSSESSION. At its sole discretion, the Committee may (i)
authorize issuance of a certificate for shares in the Holder's name only
upon lapse of the applicable restrictions, (ii) require the Corporation,
transfer agent or other custodian to retain physical custody of the
certificates representing Restricted Stock Awards during the restriction
period and may require the Holder of the Award to execute stock powers,
endorsed or in blank, for those certificates and deliver those stock
powers to the Corporation, transfer agent or custodian, or (iii) may
require the Holder to enter into an escrow agreement providing that the
certificates representing Restricted Stock Awards granted or sold pursuant
to the Plan shall remain in the physical custody of an escrow holder until
all restrictions are removed or expire. The Corporation may issue shares
subject to stop-transfer restrictions or may issue such shares subject only
to the restrictive legend described in subparagraph 7.1(c).

(e) OTHER CONDITIONS. The Committee may impose other conditions on
any shares granted or sold as Restricted Stock Awards pursuant to the Plan
as it may deem advisable, including, without limitation, (i) restrictions
under the Securities Act or Exchange Act, (ii) the requirements of any
securities exchange upon which the shares or shares of the same class are
then listed, and (iii) any state securities law applicable to the shares.

<PAGE>

7.2 EXPIRATION OF RESTRICTIONS. The restrictions imposed in Paragraph
7.1 on Restricted Stock Awards shall lapse as determined by the Committee and
set forth in the applicable Award Agreement, and the Corporation shall
promptly cause to be delivered to the Holder of the Restricted Stock Award a
certificate representing the number of shares for which restrictions have
lapsed, free of any restrictive legend relating to the lapsed restrictions.
Each Restricted Stock Award may have a different restriction period, in the
discretion of the Committee. The Committee may, in its discretion,
prospectively reduce the restriction period applicable to a particular
Restricted Stock Award. The foregoing notwithstanding, no restriction not
required by law shall remain in effect for more than ten years after the date
of the Award.

7.3 CHANGES IN ACCOUNTING RULES. Notwithstanding any other provision of
the Plan to the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Restricted Stock Awards shall
occur that, in the sole judgement of the Board of Directors, may have a
material adverse effect on the reported earnings, assets, or liabilities of
the Corporation, the Committee shall have the right and power to modify as
necessary any then outstanding Restricted Stock Awards as to which the
applicable restrictions have not been satisfied.

7.4 RIGHTS AS STOCKHOLDER. Subject to the provisions of Paragraphs 7.1
and 10.11, the Committee may, in its discretion, determine what rights, if
any, the Holder shall have with respect to the Restricted Stock Awards
granted or sold, including the right to vote the shares and receive all
dividends and other distributions paid or made with respect thereto.

7.5 OTHER AGREEMENT PROVISIONS. The Award Agreements relating to
Restricted Stock Awards shall contain such provisions in addition to those
required by the Plan as the Committee may deem advisable.

SECTION 8. PERFORMANCE UNITS

All Performance Units granted under the Plan shall comply with, and the
related Award Agreements shall be deemed to include and be subject to, the
terms and conditions set forth in this Section 8 (to the extent each term and
condition applies to the form of Performance Unit) and also to the terms and
conditions set forth in Paragraph 9.1 and Section 10; PROVIDED, HOWEVER, that
the Committee may authorize an Award Agreement related to a Performance Unit
that expressly contains terms and provisions that differ from the terms and
provisions of Section 10. The Committee may also authorize an Award
Agreement related to a Performance Unit that contains any or all of the terms
and provisions of Paragraphs 9.2 and 9.3 or that contains terms and
provisions dealing with similar subject matter differently than do those
Paragraphs; nevertheless, no term or provision of Paragraph 9.2 or 9.3 (or
any such differing term or provision) shall apply to an Award Agreement
related to a Performance Unit unless the Award Agreement expressly states
that such term or provision applies.

8.1 MULTIPLE GRANTS. The Committee may make grants of Performance Units
in such a manner that more than one Performance Period is in progress
simultaneously. At or before the beginning of each Performance Period, the
Committee will establish the contingent value of each Performance Unit, if
any, for that Performance Period, which may vary depending on the degree to
which performance objectives established by the Committee are met.

<PAGE>

8.2 PERFORMANCE STANDARDS. At or before the beginning of each
Performance Period, the Committee will (a) establish the beginning and ending
dates of the Performance Period, (b) establish for that Performance Period
specific performance objectives as the Committee (in its sole discretion)
believes are relevant to the Corporation's overall business objectives, (c)
determine the minimum and maximum value of a Performance Unit and the value
of a Performance Unit based on the degree to which performance objectives are
achieved, exceeded or not achieved, (d) determine a minimum performance level
below which Performance Units will be assigned a value of zero, and a maximum
performance level above which the value of Performance Units will not
increase, and (e) notify each Holder of a Performance Unit for that
Performance Period in writing of the established performance objectives and
minimum, target and maximum Performance Unit value for that Performance
Period.

8.3 MODIFICATION OF STANDARDS. If the Committee determines in its sole
discretion that the established performance measures or objectives are no
longer suitable to the Corporation's objectives because of a change in the
Corporation's business, operations, corporate structure, capital structure or
other conditions the Committee deems to be material, the Committee may modify
the performance measures and objectives as it considers appropriate and
equitable.

8.4 PAYMENT. The basis for payment of Performance Units for a given
Performance Period will be the achievement of those performance objectives
determined by the Committee at the beginning of the Performance Period. If
minimum performance is not achieved or exceeded for a Performance Period, no
payment will be made and all contingent rights will cease. If minimum
performance is achieved or exceeded, the value of a Performance Unit will be
based on the degree to which actual performance exceeded the pre-established
minimum performance standards. The amount of payment will be determined by
multiplying the number of Performance Units granted at the beginning of the
Performance Period by the final Performance Unit value. Payments will be
made in cash or Stock as soon as administratively possible following the
close of the applicable Performance Period.

8.5 OTHER AGREEMENT PROVISIONS. The Award Agreements, if any,
authorized relating to Performance Units shall contain such provisions in
addition to those required by the Plan (including, without limitation,
restrictions or the removal of restrictions upon the transfer of shares
thereby acquired) as the Committee may deem advisable.

SECTION 9. ADJUSTMENT PROVISIONS

The Committee may authorize an Award that contains any or all of the
terms and provisions of this Section 9 or, with respect to Paragraphs 9.2 and
9.3, that contains terms and provisions dealing with similar subject matter
differently than do those Paragraphs; nevertheless, no term or provision of
Paragraph 9.2 or 9.3 (or any such differing term or provision) shall apply to
an Award Agreement unless the Award Agreement expressly states that such term
or provision applies.

9.1 ADJUSTMENT OF AWARDS AND AUTHORIZED STOCK. The terms of an Award,
the number of shares of Stock authorized pursuant to Paragraph 2.1 for
issuance under the Plan, and the number shares of Stock that constitute the
individual limitations in Paragraph 2.6 shall be subject to adjustment, from
time to time, in accordance with the following provisions:

<PAGE>

(a) If at any time or from time to time, the Corporation shall
subdivide as a whole (by reclassification, by a Stock split, by the
issuance of a distribution on Stock payable in Stock or otherwise) the
number of shares of Stock then outstanding into a greater number of shares
of Stock, then (i) the maximum number of shares of Stock available for the
Plan and for any individual as provided in Paragraph 2.1 and Paragraph 2.6,
respectively, shall be increased proportionately, and the kind of shares or
other securities available for the Plan shall be appropriately adjusted,
(ii) the number of shares of Stock (or other kind of shares or securities)
that may be acquired under any Award shall be increased proportionately,
and (iii) the price (including Exercise Price) for each share of Stock (or
other kind of shares or unit of other securities) subject to then
outstanding Awards shall be reduced proportionately, without changing the
aggregate purchase price or value as to which outstanding Awards remain
exercisable or subject to restrictions.

(b) If at any time or from time to time the Corporation shall
consolidate as a whole (by reclassification, reverse Stock split, or
otherwise) the number of shares of Stock then outstanding into a lesser
number of shares of Stock, (i) the maximum number of shares of Stock
available for the Plan and for any individual as provided in Paragraph 2.1
and Paragraph 2.6, respectively shall be decreased proportionately, and the
kind of shares or other securities available for the Plan shall be
appropriately adjusted, (ii) the number of shares of Stock (or other kind
of shares or securities) that may be acquired under any Award shall be
decreased proportionately, and (iii) the price (including Exercise Price)
for each share of Stock (or other kind of shares or unit of other
securities) subject to then outstanding Awards shall be increased
proportionately, without changing the aggregate purchase price or value as
to which outstanding Awards remain exercisable or subject to restrictions.

(c) Whenever the number of shares of Stock subject to outstanding
Awards and the price for each share of Stock subject to outstanding Awards
are required to be adjusted as provided in this Paragraph 9.1, the
Committee shall promptly prepare a notice setting forth, in reasonable
detail, the event requiring adjustment, the amount of the adjustment, the
method by which such adjustment was calculated, and the change in price and
the number of shares of Stock, other securities, cash or property
purchasable subject to each Award after giving effect to the adjustments.
The Committee shall promptly give each Holder such a notice.

(d) Adjustments under Paragraph 9(a) and (b) shall be made by the
Committee, and its determination as to what adjustments shall be made and
the extent thereof shall be final, binding and conclusive. No fractional
interest shall be issued under the Plan on account of any such adjustments.

9.2 CHANGES IN CONTROL. Upon the occurrence of a Change in Control, but
only if approved by the Committee, for Awards held by Participants who are
employees or directors of the Corporation (and their permitted transferees
pursuant to Paragraph 3.5), (a) all outstanding Stock Appreciation Rights and
Options shall immediately become fully vested and exercisable in full,
including that portion of any Stock Appreciation Right or Option that
pursuant to the terms and provisions of the applicable Award Agreement had
not yet become exercisable (the total number of shares of Stock as to which a
Stock Appreciation Right or Option is exercisable upon the occurrence of a
Change in

<PAGE>

Control is referred to herein as the "TOTAL SHARES"); (b) the restriction
period of any Restricted Stock Award shall immediately be accelerated and the
restrictions shall expire; and (c) the target payout opportunity attainable
under the Performance Units will be deemed to have been fully earned for all
Performance Periods upon the occurrence of the Change in Control and the
Holder will be paid a pro rata portion of all associated targeted payout
opportunities (based on the number of complete and partial calendar months
elapsed as of the occurrence of the Change in Control) in cash within thirty
days following the Change in Control or in Stock effective as of the Change
in Control, for cash and stock-based Performance Units, respectively. If a
Change in Control involves a Restructure or occurs in connection with a
series of related transactions involving a Restructure and if such
Restructure is in the form of a Non-Surviving Event and as a part of such
Restructure shares of stock, other securities, cash or property shall be
issuable or deliverable in exchange for Stock, then the Holder of an Award
shall be entitled to purchase or receive (in lieu of the Total Shares that
the Holder would otherwise be entitled to purchase or receive), as
appropriate for the form of Award, the number of shares of stock, other
securities, cash or property to which that number of Total Shares would have
been entitled in connection with such Restructure (and, for Options, at an
aggregate exercise price equal to the Exercise Price that would have been
payable if that number of Total Shares had been purchased on the exercise of
the Option immediately before the consummation of the Restructure). Nothing
in this Paragraph 9.2 shall impose on a Holder the obligation to exercise any
Award immediately before or upon the Change of Control, and, unless otherwise
provided in the Award Agreement relating to the Award, no Holder shall
forfeit the right to exercise the Award during the remainder of the original
term of the Award because of a Change in Control or because the Holder's
employment is terminated for any reason following a Change in Control.

9.3 RESTRUCTURE AND NO CHANGE IN CONTROL. In the event a Restructure
should occur at any time while there is any outstanding Award hereunder and
that Restructure does not occur in connection with a Change in Control or in
connection with a series of related transactions involving a Change in
Control, then:

(a) no Holder of an Option shall automatically be granted
corresponding Stock Appreciation Rights;

(b) neither any outstanding Stock Appreciation Rights nor any
outstanding Options shall immediately become fully vested and exercisable
in full merely because of the occurrence of the Restructure;

(c) the restriction period of any Restricted Stock Award shall not
immediately be accelerated nor shall the restrictions expire merely because
of the occurrence of the Restructure; and

(d) the target payout opportunity attainable under the Performance
Units will not be deemed to have been fully earned for all Performance
Periods merely because of the occurrence of the Restructure.

The Corporation shall promptly notify each Holder of any election or action
taken by the Corporation under this Paragraph 9.3. In the event of any
election or action taken by the Corporation pursuant to this Paragraph 9.3
that requires the amendment or cancellation of any Award Agreement as may be
specified in any notice to the Holder thereof, that Holder shall promptly
deliver that Award Agreement to the Corporation in order for that amendment
or cancellation to be implemented by the Corporation and the Committee. The
failure of the Holder to deliver any such Award Agreement to the Corporation
as provided in the preceding sentence shall not in any manner affect the
validity or enforceability of any action taken by the Corporation and the
Committee under this Paragraph 9.3, including, without limitation, any
redemption of an Award as of the consummation of a Restructure. Any cash
payment to be made by the Corporation pursuant to this Paragraph 9.3 in
connection with the redemption of any outstanding Awards shall be paid to the
Holder thereof

<PAGE>

currently with the delivery to the Corporation of the Award Agreement
evidencing that Award; provided, however, that any such redemption shall be
effective upon the consummation of the Restructure notwithstanding that the
payment of the redemption price may occur subsequent to the consummation. If
all or any portion of an outstanding Award is to be exercised or accelerated
upon or after the consummation of a Restructure that is in the form of a
Non-Surviving Event and as a part of that Restructure shares of stock, other
securities, cash or property shall be issuable or deliverable in exchange for
Stock, then the Holder of the Award shall thereafter be entitled to purchase
or receive (in lieu of the number of shares of Stock that the Holder would
otherwise be entitled to purchase or receive) the number of shares of stock,
other securities, cash or property to which such number of shares of Stock
would have been entitled in connection with the Restructure (and, for
Options, at an aggregate exercise price equal to the Exercise Price that
would have been payable if that number of Total Shares had been purchased on
the exercise of the Option immediately before the consummation of the
Restructure).

9.4 NOTICE OF CHANGE IN CONTROL OR RESTRUCTURE. The Corporation shall
attempt to keep all Holders informed with respect to any Change in Control or
Restructure or of any potential Change in Control or Restructure to the same
extent that the Corporation's stockholders are informed by the Corporation of
any such event or potential event.

SECTION 10. ADDITIONAL PROVISIONS

10.1 TERMINATION OF EMPLOYMENT. Subject to the last sentence of
Paragraph 9.2, if a Holder is an Eligible Individual because the Holder is an
Employee and if that employment relationship is terminated for any reason
other than Retirement or that Holder's death or Disability, then the
following provisions shall apply to all Awards held by that Holder that were
granted because that Holder was an Employee:

(a) If the termination is by the Holder's employer, then the
following provisions shall apply: (i) if the termination is for Cause, then
that portion, if any, of any and all Awards held by that Holder that are
not yet exercisable (or for which restrictions have not lapsed) as of the
date of termination shall become null and void; provided, however, that the
portion, if any, of any and all Awards held by that Holder which are
exercisable (or for which restrictions have lapsed) as of the date of such
termination shall survive such termination and shall be exercisable by such
Holder for a period of the lesser of (A) the remainder of the term of the
Award or (B) three (3) days following the date of such termination or (ii)
if the termination is not for Cause, then that portion, if any, of any and
all Awards held by that Holder that are not yet exercisable (or for which
restrictions have not lapsed) as of the date of the termination shall
become null and void as of the date of the termination; provided, however,
that the portion, if any, of any and all Awards held by that Holder which
are exercisable (or for which restrictions have lapsed) as of the date of
such termination shall survive such termination and shall be exercisable by
such Holder for a period of the lesser of (A) the remainder of the term of
the Award or (B) 180 days following the date of such termination.

(b) If such termination is by the Holder, then, unless otherwise
agreed to by the Corporation, any and all Awards held by that Holder,
whether or not then exercisable and whether or not restrictions thereon
have lapsed (except in full), shall become null and void as of the date of
the termination.

<PAGE>

10.2 OTHER LOSS OF ELIGIBILITY. If a Holder is an Eligible Individual
because the Holder is serving in a capacity other than as an Employee and if
that capacity is terminated for any reason other than the Holder's death,
then that portion, if any, of any and all Awards held by the Holder that were
granted because of that capacity which are not yet exercisable (or for which
restrictions have not lapsed) as of the date of the termination shall become
null and void as of the date of the termination; provided, however, that the
portion, if any, of any and all of the Awards held by the Holder that are
exercisable (or for which restrictions have lapsed) as of the date of the
termination shall survive the termination and shall be exercisable by such
Holder for a period of the lesser of (a) the remainder of the term of the
Award or (b) 90 days following the date of such termination.

10.3 DEATH. Upon the death of a Holder, then any and all Awards held by
the Holder, including those portions of the Awards that pursuant to the terms
and provisions of the applicable Award Agreement had not yet become
exercisable, shall immediately become fully vested and exercisable in full by
the Holder, his guardians or his legal representatives, legatees or
distributees for a period of the lesser of (a) the remainder of the term of
the Award or (b) one year following the date of the Holder's death. Any
portion of an Award not exercised upon the expiration of the periods
specified in (a) or (b) shall be null and void. Except as expressly provided
in this Paragraph 10.3, all Awards held by a Holder shall not be exercisable
after the death of that Holder.

10.4 RETIREMENT. If a Holder is an Eligible Individual because the
Holder is an Employee and if that employment relationship is terminated by
reason of the Holder's Retirement, then the portion, if any, of any and all
Awards held by the Holder that are not yet exercisable (or for which
restrictions have not lapsed) as of the date of that retirement shall become
null and void as of the date of retirement; provided, however, that the
portion, if any, of any and all Awards held by the Holder that are
exercisable as of the date of that Retirement shall survive the Retirement
and shall be exercisable by such Holder for a period of the lesser of (a) the
remainder of the terms of the Award or (b) ninety days following the date of
retirement.

10.5 DISABILITY. If a Holder is an Eligible Individual because the
Holder is an Employee and if that employment relationship is terminated by
reason of the Holder's Disability, then any and all Awards held by the
Holder, including those portions of the Awards that pursuant to the terms and
provisions of the applicable Award Agreement had not yet become exercisable
(or for which restrictions had not lapsed), shall immediately become fully
vested and exercisable in full by the Holder, his guardians or his legal
representatives for a period of the lesser of (a) the remainder of the term
of the Award or (b) one year following the date on which the Holder's
employment is terminated due to such Holder's Disability. "Disability" shall
have the meaning given it in the employment agreement of the Holder;
provided, however, that if that Holder has no employment agreement,
"Disability" shall mean a physical or mental impairment of sufficient
severity that, in the opinion of the Corporation, either the Holder is unable
to continue performing the duties he performed before such impairment or the
Holder's condition entitles him to disability benefits under any insurance or
employee benefit plan of the Corporation or its Subsidiaries and that
impairment or condition is cited by the Corporation as the reason for
termination of the Holder's employment.

10.6 LEAVE OF ABSENCE. With respect to an Award, the Committee may, in
its sole discretion, determine that any Holder who is on leave of absence for
any reason will be considered to still be in the employ of the Corporation,
provided that rights to that Award during a leave of absence will be limited
to the extent to which those rights were earned or vested when the leave of
absence began.

<PAGE>

10.7 TRANSFERABILITY OF AWARDS. In addition to such other terms and
conditions as may be included in a particular Award Agreement, an Award
requiring exercise shall be exercisable during a Holder's lifetime only by
that Holder or by that Holder's guardian or legal representative. An Award
requiring exercise shall not be transferrable other than by will or the laws
of descent and distribution, except as permitted in accordance with Paragraph
3.5.

10.8 FORFEITURE AND RESTRICTIONS ON TRANSFER. Each Award Agreement may
contain or otherwise provide for conditions giving rise to the forfeiture of
the Stock acquired pursuant to an Award or otherwise and may also provide for
those restrictions on the transferability of shares of the Stock acquired
pursuant to an Award or otherwise that the Committee in its sole and absolute
discretion may deem proper or advisable. The conditions giving rise to
forfeiture may include, but need not be limited to, the requirement that the
Holder render substantial services to the Corporation or its Subsidiaries for
a specified period of time. The restrictions on transferability may include,
but need not be limited to, options and rights of first refusal in favor of
the Corporation and stockholders of the Corporation other than the Holder of
such shares of Stock who is a party to the particular Award Agreement or a
subsequent holder of the shares of Stock who is bound by that Award Agreement.

10.9 DELIVERY OF CERTIFICATES OF STOCK. Subject to Paragraph 10.10, the
Corporation shall promptly issue and deliver a certificate representing the
number of shares of Stock as to which (a) an Option has been exercised after
the Corporation receives an Exercise Notice and upon receipt by the
Corporation of the Exercise Price and any tax withholding as may be
requested; (b) a Stock Appreciation Right has been exercised and upon receipt
by the Corporation of any tax withholding as may be requested; (c)
restrictions have lapsed with respect to a Restricted Stock Award and upon
receipt by the Corporation of any tax withholding as may be requested; and
(d) performance objectives have been achieved during a Performance Period
relating to a Performance Unit for Stock. The value of the shares of Stock,
cash or notes transferable because of an Award under the Plan shall not bear
any interest owing to the passage of time, except as may be otherwise
provided in an Award Agreement. If a Holder is entitled to receive
certificates representing Stock received for more than one form of Award
under the Plan, separate Stock certificates shall be issued with respect to
each such Award and for Incentive Options and Nonstatutory Stock Options
separately.

10.10 CONDITIONS TO DELIVERY OF STOCK. Nothing herein or in any
Award granted hereunder or any Award Agreement shall require the Corporation
to issue any shares with respect to any Award if that issuance would, in the
opinion of counsel for the Corporation, constitute a violation of the
Securities Act or any similar or superseding statute or statutes, any other
applicable statute or regulation, or the rules of any applicable securities
exchange or securities association, as then in effect. At the time of any
exercise of an Option or Stock Appreciation Right, or at the time of any
grant of a Restricted Stock Award or Performance Unit, the Corporation may,
as a condition precedent to the exercise of such Option or Stock Appreciation
Right or vesting of any Restricted Stock Award or Performance Unit, require
from the Holder of the Award (or in the event of his death, his legal
representatives, heirs, legatees, or distributees) such written
representations, if any, concerning the Holder's intentions with regard to
the retention or disposition of the shares of Stock being acquired pursuant
to the Award and such written covenants and agreements, if any, as to the
manner of disposal of such shares as, in the opinion of counsel to the
Corporation, may be necessary to ensure that any disposition by that Holder
(or in the event of the Holder's death, his legal representatives, heirs,
legatees, or distributees) will not involve a violation of the Securities Act
or any similar or superseding statute or statutes, any other applicable state
or federal statute or regulation, or any rule of any applicable securities
exchange or securities association, as then in effect.

<PAGE>

10.11 CERTAIN DIRECTORS AND OFFICERS. With respect to Awards granted
to Holders who are directors or officers of the Corporation or any Subsidiary
and who are subject to Section 16(b) of the Exchange Act, Awards shall
contain such other terms and conditions as may be required by Rule 16b-3
unless the majority of the Board of Directors or the Holder has determined
not to have the Award comply with Rule 16b-3.

10.12 SECURITIES ACT LEGEND. Certificates for shares of Stock, when
issued, may have the following legend, or statements of other applicable
restrictions endorsed thereon and may not be immediately transferable:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Stock issued pursuant to an
effective registration statement under the Securities Act.

10.13 LEGEND FOR RESTRICTIONS ON TRANSFER. Each certificate
representing shares issued to a Holder pursuant to an Award granted under the
Plan shall, if such shares are subject to any transfer restriction, including
a right of first refusal, provided for under this Plan or an Award Agreement,
bear a legend that complies with applicable law with respect to the
restrictions on transferability contained in this Paragraph 10.13, such as:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT
ENTITLED "TRAMMELL CROW COMPANY LONG-TERM INCENTIVE PLAN" AS ADOPTED
BY TRAMMELL CROW COMPANY (THE "CORPORATION") ON _____________, 1997,
AND AN AGREEMENT THEREUNDER BETWEEN THE CORPORATION AND [HOLDER] DATED
______________________, ____, AND MAY NOT BE TRANSFERRED, SOLD, OR
OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED. THE CORPORATION
WILL FURNISH A COPY OF SUCH INSTRUMENT AND AGREEMENT TO THE RECORD
HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

10.14 RIGHTS AS A STOCKHOLDER. A Holder shall have no right as a
stockholder with respect to any shares covered by his Award until a
certificate representing those shares is issued in his name. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash or
other property) or distributions or other rights for which the record date is
before the date that certificate is issued, except as contemplated by Section
9. Nevertheless, dividends and dividend equivalent rights may be extended
to and made part of any Award denominated in Stock or units of Stock, subject
to such terms, conditions, and

<PAGE>

restrictions as the Committee may establish. The Committee may also
establish rules and procedures for the crediting of interest on deferred cash
payments and dividend equivalents for deferred payment denominated in Stock
or units of Stock.

10.15 FURNISH INFORMATION. Each Holder shall furnish to the
Corporation all information requested by the Corporation to enable it to
comply with any reporting or other requirement imposed upon the Corporation
by or under any applicable statute or regulation.

10.16 OBLIGATION TO EXERCISE. The granting of an Award hereunder
shall impose no obligation upon the Holder to exercise the same or any part
thereof.

10.17 ADJUSTMENTS TO AWARDS. Subject to the general limitations set
forth in Sections 5, 6 and 9, the Committee may make any adjustment in the
exercise price of, the number of shares subject to or the terms of a
Nonstatutory Option or Stock Appreciation Right by canceling an outstanding
Nonstatutory Option or Stock Appreciation Right and regranting a Nonstatutory
Option or Stock Appreciation Right. Such adjustment shall be made by
amending, substituting or regranting an outstanding Nonstatutory Option or
Stock Appreciation Right. Such amendment, substitution or regrant may result
in terms and conditions that differ from the terms and conditions of the
original Nonstatutory Option or Stock Appreciation Right. The Committee may
not, however, impair the rights of any Holder to previously granted
Nonstatutory Options or Stock Appreciation Rights without that Holder's
consent. If such action is effected by amendment, the effective date of such
amendment shall be the date of the original grant.

10.18 REMEDIES. The Corporation shall be entitled to recover from a
Holder reasonable attorneys' fees incurred in connection with the enforcement
of the terms and provisions of the Plan and any Award Agreement whether by an
action to enforce specific performance or for damages for its breach or
otherwise.

10.19 INFORMATION CONFIDENTIAL. As partial consideration for the
granting of each Award hereunder, the Holder shall agree with the Corporation
that he will keep confidential all information and knowledge that he has
relating to the manner and amount of his participation in the Plan; provided,
however, that such information may be disclosed as required by law and may be
given in confidence to the Holder's spouse, tax and financial advisors, or to
a financial institution to the extent that such information is necessary to
secure a loan. In the event any breach of this promise comes to the attention
of the Committee, it shall take into consideration that breach in determining
whether to recommend the grant of any future Award to that Holder, as a
factor militating against the advisability of granting any such future Award
to that individual.

10.20 CONSIDERATION. No Option or Stock Appreciation Right shall be
exercisable, no restriction on any Restricted Stock Award shall lapse, and no
Performance Unit shall be settled in Stock with respect to a Holder unless
and until the Holder shall have paid cash or property to, or performed
services for, the Corporation or any of its Subsidiaries that the Committee
believes is equal to or greater in value then the par value of the Stock
subject to such Award.

10.21 PAYMENT OF TAXES. The Committee may, in its discretion,
require a Holder to pay to the Corporation (or the Corporation's Subsidiary
if the Holder is an employee of a Subsidiary of the Corporation), at the time
of the exercise of an Award, the amount that the Committee deems necessary to
satisfy the Corporation's or its Subsidiary's current or future obligation to
withhold federal, state or local income or other taxes that the Holder incurs
by exercising an Award. Upon the exercise of an Award

<PAGE>

requiring tax withholding, a Holder may (a) direct the Corporation to
withhold from the shares of Stock to be issued to the Holder the number of
shares necessary to satisfy the Corporation's obligation to withhold taxes,
that determination to be based on the shares' Fair Market Value as of the
date of exercise; (b) deliver to the Corporation sufficient shares of Stock
(based upon the Fair Market Value at date of exercise) to satisfy the
Corporation's tax withholding obligations, based on the shares' Fair Market
Value as of the date of exercise; or (c) deliver sufficient cash to the
Corporation to satisfy its tax withholding obligations. Holders who elect to
use such a stock withholding feature must make the election at the time and
in the manner that the Committee prescribes. The Committee may, at its sole
option, deny any Holder's request to satisfy withholding obligations through
Stock instead of cash. In the event the Committee subsequently determines
that the aggregate Fair Market Value (as determined above) of any shares of
Stock withheld as payment of any tax withholding obligation is insufficient
to discharge that tax withholding obligation, then the Holder shall pay to
the Corporation, immediately upon the Committee's request, the amount of that
deficiency.

SECTION 11. DURATION AND AMENDMENT OF PLAN

11.1 DURATION. No Awards may be granted hereunder after the date that is
ten (10) years from the date the last amendment to this Plan involving an
increase in authorized shares is approved by the stockholders of the
Corporation.

11.2 AMENDMENT. The Board of Directors may, insofar as permitted by law,
with respect to any shares which, at the time, are not subject to Awards,
suspend or discontinue the Plan or revise or amend it in any respect
whatsoever, and may amend any provision of the Plan or any Award Agreement to
make the Plan or the Award Agreement, or both, comply with Section 16(b) of
the Exchange Act and the exemptions therefrom, the Code, the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the regulations
promulgated under the Code or ERISA, or any other law, rule or regulation
that may affect the Plan. The Board of Directors may also amend, modify,
suspend or terminate the Plan for the purpose of meeting or addressing any
changes in other legal requirements applicable to the Corporation or the Plan
or for any other purpose permitted by law. The Plan may not be amended
without the consent of the holders of a majority of the shares of Stock then
outstanding to increase materially the aggregate number of shares of Stock
that may be issued under the Plan (except for adjustments pursuant to Section
9 of the Plan).

SECTION 12. GENERAL

12.1 APPLICATION OF FUNDS. The proceeds received by the Corporation
from the sale of shares pursuant to Awards shall be used for general
corporate purposes.

12.2 RIGHT OF THE CORPORATION AND SUBSIDIARIES TO TERMINATE
EMPLOYMENT. Nothing contained in the Plan or in any Award Agreement shall
confer upon any Holder the right to continue in the employ of the Corporation
or any Subsidiary, or interfere in any way with the rights of the Corporation
or any Subsidiary to terminate his or her employment at any time.

12.3 NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the members
of the Board of Directors nor any member of the Committee shall be liable for
any act, omission or determination taken or made in good faith with respect
to the Plan or any Award granted under it, and members of the Board of
Directors

<PAGE>

and the Committee shall be entitled to indemnification and reimbursement by
the Corporation in respect of any claim, loss, damage or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Corporation, and
amounts paid in satisfaction of a judgment, except a judgment based on a
finding of bad faith) arising therefrom to the full extent permitted by law
and under any directors and officers liability or similar insurance coverage
that may from time to time be in effect. This right to indemnification shall
be in addition to, and not a limitation on, any other indemnification rights
any member of the Board of Directors or the Committee may have.

12.4 OTHER BENEFITS. Participation in the Plan shall not preclude
the Holder from eligibility in any other stock or stock option plan of the
Corporation or any Subsidiary or any old age benefit, insurance, pension,
profit sharing, retirement, bonus or other extra compensation plans that the
Corporation or any Subsidiary has adopted or may, at any time, adopt for the
benefit of its Employees. Neither the adoption of the Plan by the Board of
Directors nor the submission of the Plan to the stockholders of the
Corporation for approval shall be construed as creating any limitations on
the power of the Board of Directors to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and the awarding of stock and cash otherwise than
under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

12.5 EXCLUSION FROM PENSION AND PROFIT-SHARING COMPENSATION. By
acceptance of an Award (whether in Stock or cash), as applicable, each Holder
shall be deemed to have agreed that the Award is special incentive
compensation that will not be taken into account in any manner as salary,
compensation or bonus in determining the amount of any payment under any
pension, retirement or other employee benefit plan of the Corporation or any
Subsidiary. In addition, each beneficiary of a deceased Holder shall be
deemed to have agreed that the Award will not affect the amount of any life
insurance coverage, if any, provided by the Corporation or a Subsidiary on
the life of the Holder that is payable to the beneficiary under any life
insurance plan covering employees of the Corporation or any Subsidiary.

12.6 EXECUTION OF RECEIPTS AND RELEASES. Any payment of cash or any
issuance or transfer of shares of Stock or other property to the Holder, or
to his legal representative, heir, legatee or distributee, in accordance with
the provisions hereof, shall, to the extent thereof, be in full satisfaction
of all claims of such persons hereunder. The Committee may require any
Holder, legal representative, heir, legatee or distributee, as a condition
precedent to such payment, to execute a release and receipt therefor in such
form as it shall determine.

12.7 UNFUNDED PLAN. Insofar as it provides for Awards of cash and Stock,
the Plan shall be unfunded. Although bookkeeping accounts may be established
with respect to Holders who are entitled to cash, Stock, other property or
rights thereto under the Plan, any such accounts shall be used merely as a
bookkeeping convenience. The Corporation shall not be required to segregate
any assets that may at any time be represented by cash, Stock, other property
or rights thereto, nor shall the Plan be construed as providing for such
segregation, nor shall the Corporation nor the Board of Directors nor the
Committee be deemed to be a trustee of any cash, Stock, other property or
rights thereto to be granted under the Plan. Any liability of the
Corporation to any Holder with respect to a grant of cash, Stock, other
property or rights thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and any Award
Agreement; no such obligation of the Corporation shall be deemed to be
secured by any pledge or other encumbrance on any property of the
Corporation. Neither the Corporation nor the Board of

<PAGE>

Directors nor the Committee shall be required to give any security or bond
for the performance of any obligation that may be created by the Plan.

12.8 NO GUARANTEE OF INTERESTS. The Board of Directors, the
Committee and the Corporation do not guarantee the Stock of the Corporation
from loss or depreciation.

12.9 PAYMENT OF EXPENSES. All expenses incident to the
administration, termination or protection of the Plan, including, but not
limited to, legal and accounting fees, shall be paid by the Corporation or
its Subsidiaries; provided, however, the Corporation or a Subsidiary may
recover any and all damages, fees, expenses and costs arising out of any
actions taken by the Corporation to enforce its right to purchase Stock under
this Plan.

12.10 CORPORATION RECORDS. Records of the Corporation or its
Subsidiaries regarding the Holder's period of employment, termination of
employment and the reason therefor, leaves of absence, re-employment, and
other matters shall be conclusive for all purposes hereunder, unless
determined by the Committee to be incorrect.

12.11 INFORMATION. The Corporation and its Subsidiaries shall, upon
request or as may be specifically required hereunder, furnish or cause to be
furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.

12.12 CORPORATION ACTION. Any action required of the Corporation
shall be by resolution of its Board of Directors or by a person authorized to
act by resolution of the Board of Directors.

12.13 SEVERABILITY. If any provision of this Plan is held to be
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions hereof, but such provision shall be fully
severable and the Plan shall be construed and enforced as if the illegal or
invalid provision had never been included herein. If any of the terms or
provisions of this Plan conflict with the requirements of Rule 16b-3 (as
those terms or provisions are applied to Eligible Individuals who are subject
to Section 16(b) of the Exchange Act) or Section 422 of the Code (with
respect to Incentive Options), then those conflicting terms or provisions
shall be deemed inoperative to the extent they so conflict with the
requirements of Rule 16b-3 or Section 422 of the Code unless the Committee
has determined that the Plan should not comply with such requirements. With
respect to Incentive Options, if this Plan does not contain any provision
required to be included herein under Section 422 of the Code, that provision
shall be deemed to be incorporated herein with the same force and effect as
if that provision had been set out at length herein; provided, further, that,
to the extent any Option that is intended to qualify as an Incentive Option
cannot so qualify, that Option (to that extent) shall be deemed a
Nonstatutory Option for all purposes of the Plan.

12.14 NOTICES. Whenever any notice is required or permitted
hereunder other than any Exercise Notice or notice to exercise an Stock
Appreciation Right, such notice must be in writing and personally delivered
or sent by mail. Any such notice required or permitted to be delivered
hereunder shall be deemed to be delivered on the date on which it is
personally delivered, or, whether actually received or not, on the third
Business Day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at
the address which such person has theretofore specified by written notice
delivered in accordance herewith. The Corporation or a Holder may change, at
any time and from time to time, by written notice to the other, the address
which it or he had previously specified for

<PAGE>

receiving notices. Until changed in accordance herewith, the Corporation and
each Holder shall specify as its and his address for receiving notices the
address set forth in the Award Agreement pertaining to the shares to which
such notice relates. Any Exercise Notice or notice to exercise a Stock
Appreciation Right shall be valid only when it is in fact received by the
Corporation or the Person it designates in accordance with procedures that
the Committee may adopt from time to time.

12.15 WAIVER OF NOTICE. Any person entitled to notice hereunder may
waive such notice.

12.16 SUCCESSORS. The Plan shall be binding upon the Holder, his
legal representatives, heirs, legatees and distributees, upon the
Corporation, its successors and assigns, and upon the Committee and its
successors.

12.17 HEADINGS. The titles and headings of Sections and Paragraphs
are included for convenience of reference only and are not to be considered
in construction of the provisions hereof.

12.18 GOVERNING LAW. All questions arising with respect to the
provisions of the Plan shall be determined by application of the laws of the
State of Delaware except to the extent Delaware law is preempted by federal
law. Questions arising with respect to the provisions of an Award Agreement
that are matters of contract law shall be governed by the laws of the state
specified in the Award Agreement, except to the extent Delaware corporate law
conflicts with the contract law of such state, in which event Delaware
corporate law shall govern. The obligation of the Corporation to sell and
deliver Stock hereunder is subject to applicable laws and to the approval of
any governmental authority required in connection with the authorization,
issuance, sale, or delivery of such Stock.

12.19 WORD USAGE. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Plan dictates,
the plural shall be read as the singular and the singular as the plural.

IN WITNESS WHEREOF, Trammell Crow Company, acting by and through its
officer hereunto duly authorized, has executed this Trammell Crow Company
Long-term Incentive Plan this ______ day of _________________, 1997.

TRAMMELL CROW COMPANY

By:
---------------------------------------
George Lippe
President and Chief Executive Officer

<PAGE>

1995 PROFIT SHARING PLAN
(Amended and Restated)

TRAMMELL CROW COMPANY

Effective as of January 1, 1996

<PAGE>

1995 PROFIT SHARING PLAN
(AMENDED AND RESTATED)
OF
TRAMMELL CROW COMPANY

I. EXISTING PLAN

As of January 1, 1995, the existing Profit Sharing Plan of Trammell Crow
Company, effective January 1, 1991 (the "Prior Plan"), was amended in its
entirety by the 1995 Profit Sharing Plan of Trammell Crow Company. Effective
January 1, 1996, the 1995 Profit Sharing Plan has been amended in its entirety
by this 1995 Profit Sharing Plan (Amended and Restated) of Trammell Crow
Company, which was adopted by the Management Board of the Company. Each
Participant's Profit Sharing Account Balance or Prior Profit Sharing Account
Balance as of December 31, 1995, after giving effect to all appropriate
adjustments and distributions for 1994, and the balance in each Retired
Participant's Amendment or Pre-Amendment Retirement Account, in either case
whether positive or negative, will be accounted for and distributed in
accordance with the terms of this Plan.

II. DEFINITIONS

2.1. DEFINED TERMS. For purposes of this Plan, the following terms will
have the meanings set forth below:

"AVAILABLE CASH" means, as of the last day of any Profit Sharing Period,
(a) with respect to any Profit Sharing Unit, cash and cash equivalents (as
determined in accordance with GAAP) of the TCC Group attributable to that Profit
Sharing Unit on the last day of the Profit Sharing Period, plus (i) that Profit
Sharing Unit's portion of any dividends paid for that Profit Sharing Period in
excess of the Preferred Dividends allocated to the Profit Sharing Unit by the
Management Board of the Company, minus (ii) that Profit Sharing Unit's portion
of principal payments to be made for the Profit Sharing Period on the
Capitalization Notes allocated to that Profit Sharing Unit by the Management
Board of the Company, minus (iii) any reserve balances for that Profit Sharing
Unit; and (b) with respect to a Project, cash and cash equivalents (as
determined in accordance with GAAP) of the TCC Group attributable to that
Project on the last day of the Profit Sharing Period, minus (i) the Cumulative
Shareholder Value Increase for such Project, adjusted to include the Shareholder
Value Increase for that Profit Sharing Period; minus (ii) any Preferred Return
Adjustment for Internal Capital for that Project, minus (iii) any reserve
balances for that Project.

"BASIC DISTRIBUTION" has the meaning set forth in Section 3.3(c)(ii).

"BUSINESS UNIT" means any subsidiary, division, geographic business area,
line of business or other unit of the company with respect to which Business
Unit Increments under the Plan are calculated, as designated pursuant to Section
4.1(a).

<PAGE>

"BUSINESS UNIT INCREMENT" means the EBPS of a Business Unit multiplied by a
Participant's Business Unit Percentage for the same Profit Sharing Period.

"BUSINESS UNIT PERCENTAGE" means the percentage assigned to a Participant
for a Business Unit during a Profit Sharing Period under Section 4.1(a).

"BUY-SELL NOTE" means a promissory note issued by the Company to a former
shareholder of the Company who has sold his stock to the Company pursuant to the
Shareholders' Agreement of the Company or any other agreement.

"BUY-SELL PAYMENT" means any principal payment made pursuant to a Buy-Sell
Note.

"CAPITALIZATION NOTE" means each of the promissory notes described on
Schedule 1 and any promissory note made by any member of the TCC Group on
substantially the same terms.

"COMMITTEE" has the meaning set forth in Section 4.2(a).

"COMPANY" means Trammell Crow Company, a Texas close corporation.

"CUMULATIVE SHAREHOLDER VALUE INCREASE" means the cumulative total of the
Shareholder Value Increase of a Business Unit or a Project for each Profit
Sharing Period, plus any additional increases or decreases to reflect changes in
the underlying value of a Business Unit or Project which could be recognized by
shareholders upon liquidation of the Company and all of its subsidiaries,
assuming all real estate assets were sold at no profit or loss. Those
additional increases or decreases may be made by the Committee in its sole
discretion and may include, without limitation, the following adjustments:
(i) decreases to offset a negative Pre-Amendment Retirement Account or
Retirement Account of a Retire Participant to the extent it is not likely to be
offset by Project Increments, and (ii) increases to offset Vesting Adjustments
under Section 3.3(b)(i).

"CURRENT EARNINGS" means for any Profit Sharing Period (i) with respect to
a Profit Sharing Unit, the total of all Business Unit Increments for Business
Units and all Project Increments for Projects within that Profit Sharing Unit
for that Profit Sharing Period, and (ii) with respect to a Project, the total of
all Project Increments for that Project for that Profit Sharing Period.

"CURRENT DISTRIBUTION" has the meaning set forth in Section 3.2(a).

"CURRENT DISTRIBUTION FACTOR" means the percentage set by the Management
Board of the Company under Section 4.1(d) for a Profit Sharing Unit during a
Profit Sharing Period.

"EBPS" means the Net Pre-Tax Income of a Business Unit or Project, adjusted
for reserves and for the following items:

(i) the Preferred Return Adjustment for Shareholder Contributions;

<PAGE>

(ii) the Preferred Return Adjustment for Internal Capital;

(iii) the Tax Adjustment for Preferred Return;

(iv) the Tax Adjustment for Shareholder Value Increase; and

(v) the Tax Adjustment for Tax Rate Changes.

"GAAP" means generally accepted accounting principles as applied to the TCC
Group in its financial statements.

"INTERCOMPANY RATE" means the rate of interest per annum as publicly
announced from time to time by Texas Commerce Bank, N.A. as its prime rate in
effect at its principal office in Dallas, Texas.

"NET PRE-TAX INCOME" means the net income (as determined in accordance with
GAAP) of a Business Unit or Project during a Profit Sharing Period as adjusted
as follows:

(i) adjusted to eliminate any effect of federal, state or local
income taxes or taxes similar to income taxes;

(ii) adjusted to eliminate any effect of profit sharing, royalties
and other items calculated with reference to EBPS;

(iii) adjusted to eliminate any effect of depreciation of real
estate, and to calculate gain or loss on any sale of real
estate without reference to depreciation;

(iv) adjusted to treat overborrows as income, but only to the extent
neither the Company nor any member of the TCC Group other than
a corporate owner of a Project has any exposure to future
liability as determined by the Management Board of the Company
or the chief financial officer of the Company;

(v) adjusted to include gain on sale of real estate in Net Pre-Tax
Income in proportion to and not in advance of receipt of cash;
and as

(vi) adjusted to exclude items which the Committee determines to be
properly allocable only to Cumulative Shareholder Value
Increase, including without limitation various extraordinary
items.

In computing Net Pre-Tax Income, it is intended that all income, expense, gain
and loss of the Company and of each other member of the TCC Group be reasonably
allocated among the Business

<PAGE>

Units and Projects of the appropriate Profit Sharing Units, except as
expressly otherwise provided by the Committee or the Management Board of the
Company.

"NET PROFIT SHARING ACCOUNTING BALANCE" means the sum of a Participant's
Prior Profit Sharing Account balances (if any) and Profit Sharing Account
balances.

"NOMINAL TAX RATE" means, with respect to a Business Unit or Project, the
sum of (i) the maximum, marginal federal income tax rate which applies to
corporate taxpayers, and (ii) the blended average (based on EBPS of the
appropriate Profit Sharing Units and Projects) state and local income tax rate
which would result if any state and local taxes of the Company were apportioned
to such Business Unit or Project. For purposes of this definition, state and
local taxes having an effect similar to an income or gross receipts tax
(including without limitation of the Texas franchise tax) will be treated as an
income tax.

"PARTICIPANT" means a person employed by or consultant to the Company or
any other member of the TCC Group who has been designated in writing as a
participant in the Plan by the chief executive officer of the Company, and only
those so designated, excluding Retired Participants.

"PLAN" means the 1995 Profit Sharing Plan (Amended and Restated) of
Trammell Crow Company, as amended from time to time.

"PRE-AMENDMENT RETIREMENT ACCOUNT" has the meaning set forth in Section
3.3(a).

"PREFERRED DIVIDENDS" means the cumulative cash dividends, payable annually
to the common shareholders of the Company, at a rate of 9% per annum on the
capital amount of each share of comon stock (being $963.12 per share increased
by the amount of any accrued but unpaid dividends), or such other rate as the
Management Board may determine in accordance with the bylaws of the Company.

"PREFERRED RETURN ADJUSTMENT FOR INTERNAL CAPITAL" means, with respect to
any Business Unit or Project, an amount agreed upon by the Business Unit or
Project and another member of the TCC Group providing capital to the Business
Unit or Project as a preferred return at the time capital is provided by other
members of the TCC Group.

"PREFERRED RETURN ADJUSTMENT FOR SHAREHOLDER CONTRIBUTIONS" means, with
respect to any Business Unit, such Business Unit's allocable portion of the
Preferred Dividends. The Preferred Return Adjustment for Shareholder
Contributions will be zero as to any Project.

"PRIOR PLAN" means the Profit Sharing Plan of Trammell Crow Company,
effective as of January 1, 1991, as in effect before the 1995 Profit Sharing
Plan.

"PRIOR PROFIT SHARING ACCOUNT" means a Profit Sharing Account maintained
for a Participant under the Prior Plan.

<PAGE>

"PLAN SHARING PERIOD" means a calendar year unless otherwise determined by
the Management Board of the Company.

"PROFIT SHARING UNIT" means a grouping of Business Units and Projects with
respect to which a separate set of Profit Sharing Accounts is maintained.

"PROJECT" means the equity interest that a member of the TCC Group owns
directly in a real estate development or through an equity interest in an owner
of a real estate development, as designated pursuant to Section 4.1(b).

"PROJECT DISTRIBUTIONS" has the meaning set forth in Section 3.3(c)(iii).

"PROJECT INCREMENT" means the EBPS of a Project multiplied by a
Participant's Project Percentage for the same Profit Sharing Period.

"PROJECT PERCENTAGE" means the percentage assigned to a Participant for a
Project during a Profit Sharing Period under Section 4.1(b).

"PSU LEADER" means the person designated to hold that position by the
Management Board of the Company.

"RELATED FORMER PROFIT SHARING UNIT" means any Profit Sharing Unit as
designated under the Prior Plan that encompassed one or more Business Units or
Projects that comprise a Profit Sharing Unit under this Plan.

"RETIRED PARTICIPANT" has the meaning set forth in Section 3.3(a).

"RETIREMENT ACCOUNT" has the meaning set forth in Section 3.3(a).

"RETIREMENT DATE" means the earliest of the date on which the Participant:
(i) ceases to be an employee of or consultant to the Company or any other member
of the TCC Group or is no longer designated as a consultant who may be a
Participant; (ii) dies or is declared legally incompetent; or (iii) is certified
to be substantially incapable of performing his duties by a physician reasonably
acceptable to the Company.

"SHAREHOLDER VALUE INCREASE" of any Business Unit or Project for any Profit
Sharing Period means the difference between (i) Earnings Before Profit Sharing,
and (ii) the sum of all gross Business Unit Increments with respect to such
Business Unit (or Project Increments with respect to such Project). For
purposes of this definition only, any royalty payments or other payments
calculated by reference to EBPS will be treated as Business Unit Increments or
Project Increments.

<PAGE>

"TAX ADJUSTMENT FOR PREFERRED RETURN" means, with respect to any Business
Unit or Project, the product of (i) the Nominal Tax Rate, times (ii) the
Preferred Return Adjustment For Shareholder Contributions.

"TAX ADJUSTMENT FOR SHAREHOLDER VALUE INCREASE" means, with respect to any
Business Unit or Project for any calendar year, an adjustment which the
Committee, in its discretion, calculates to ensure that the Shareholder Value
Increase is equal to an amount equal to (i) EBPS, reduced by (ii) total Business
Unit Increments for such Business Unit or Project Increments for such Project,
(iii) grossed-up for income tax calculated at the Nominal Tax Rate. For
purposes of this definition, any royalty payments or other payments calculated
by reference to EBPS will be treated as Business Unit Increments or Project
Increments.

"TAX ADJUSTMENT FOR TAX RATE CHANGES" means, with respect to any Business
Unit or Project for any calendar year, an adjustment which the Committee, in its
discretion, calculates as reasonably compensating for the effect (if any) of any
material reduction in federal and state income taxes rates on the amount which
would be available to the shareholders of the Company if the Company sold all of
its assets for their book values, immediately paid out any profit sharing
balances (without regard to Vesting Adjustments) and then liquidated.

"TCC GROUP" means the Company and its direct and indirect subsidiaries and
affiliates which are wholly-owned, directly or indirectly, by the Company.

III. CALCULATIONS AND COMPUTATIONS

3.1. CALCULATION OF PROFIT SHARING ACCOUNT BALANCES. Effective January 1,
1995, each Participant will have a Profit Sharing Account in each Profit Sharing
Unit in which the Participant will participate as designated under Section 4.1.
Each Participant's Profit Sharing Account as of January 1, 1995, will have a
zero balance. Each Participant's Profit Sharing Account in a given Profit
Sharing Unit and Prior Profit Sharing Account in a given Related Former Profit
Sharing Unit will then be adjusted in accordance with this Plan with respect to
each Profit Sharing Period.

(a) ADJUSTMENT FOR BUSINESS UNIT AND PROJECT INCREMENTS. Promptly
following a Profit Sharing Period, a Participant's Profit Sharing Account will
be adjusted to reflect the operational results of each Business Unit and Project
in which the Participant participates by adding the net amount (whether positive
or negative) of the sum of the Participant's Business Unit Increments and
Project Increments for that Profit Sharing Period.

(b) ADJUSTMENT FOR DISTRIBUTIONS. A Participant's Profit Sharing
Account balance for a Profit Sharing Unit and Prior Profit Sharing Account for a
Related Former Profit Sharing Unit will be reduced by the amount of any Current
Distributions or any other distributions to the Participant attributable to that
Profit Sharing Unit or Related Former Profit Sharing Unit, respectively.

<PAGE>

(c) ADJUSTMENT FOR TAX RATE CHANGES. If corporate tax rates
applicable to the Company decrease materially (as determined in the Committee's
sole discretion) between the Profit Sharing Periods in which Business Unit
Increments and Project Increments are calculated and the year when distributions
are made to a Participant, a Participant's Profit Sharing Account balance may be
decreased (in the Committee's sole discretion) in a manner reasonably intended
to reflect any decreased tax benefit to the Company.

(d) NETTING. If a Participant has a negative Prior Profit Sharing
Account balance, any positive adjustments under Section 3.1(a) will be applied
to the Participant's negative Prior Profit Sharing Account balance and no
positive amount will be added to the Participant's Profit Sharing Account until
the negative balance has been offset in whole.

(e) OTHER ADJUSTMENTS. Profit Sharing Accounts may also be increased
or decreased in such other manner as the Committee in its sole discretion deems
appropriate to reflect the operations of Business Unit Percentages or Project
Percentages.

3.2. DISTRIBUTIONS TO PARTICIPANTS OTHER THAN RETIRED PARTICIPANTS.

(a) CURRENT DISTRIBUTIONS. Except as authorized by a 70% vote of the
Management Board of the Company and subject to Section 3.2(c), Participants in
each Profit Sharing Unit and Related Former Profit Sharing Unit have a positive
Net Profit Sharing Account Balance (after all adjustments to such balance for
such Profit Sharing Period other than under Section 3.1(b)) will receive
payments ("Current Distributions") of a portion of the sum of their respective
Business Unit Increments and Project Increments in respect of a Profit Sharing
Period. The Current Distributions for all Participants in a Profit Sharing Unit
and Related Former Profit Sharing Unit will be in the aggregate an amount
recommended by the PSU Leader for a Profit Sharing Unit and approved by the
chief executive officer of the Company in his sole discretion, but subject in
all events to the limitations of Section 3.2(c).

(b) ALLOCATION OF CURRENT DISTRIBUTIONS. The aggregate amount of
Current Distributions for a Profit Sharing Unit will be allocated among those
Participants in the Profit Sharing Unit and Related Former Profit Sharing Unit
who (i) are eligible to receive Current Distributions under Section 3.2(c), (ii)
have positive Net Profit Sharing Account Balances, and (iii) have positive
Profit Sharing Account balances for that Profit Sharing Unit or positive Prior
Profit sharing Account balance for the Related Former Profit Sharing Unit. The
payments will be made to those persons in proportion to, and to the extent of,
their respective positive Prior Profit Sharing Account balances and positive
Profit Sharing Account balances.

(i) CURRENT EARNINGS LIMITATIONS. Except as authorized by a 70%
vote of the Management Board of the Company, Current Distributions for a
Profit Sharing Unit may

<PAGE>

not exceed its Current Earnings multiplied by the Current Distribution
Factor for that Profit Sharing Unit.

(ii) AVAILABLE CASH LIMITATIONS. Current Distributions for a
Profit Sharing Unit may not exceed its Available Cash reduced by (1) Basic
Distributions and Project Distributions to Retired Participants, and (2) an
allocable portion of Buy-Sell Payments.

(iii) NEGATIVE BALANCE LIMITATION. No Current Distribution
will be made to a Participant with respect to any Profit Sharing Unit
unless that Participant's Net Profit Sharing Account Balance is positive
and then only to the extent of the positive balance of that Participant's
Net Profit Sharing Account Balance.

(iv) INSOLVENCY LIMITATION. To the extent that, in the
judgment of the Committee, any Current Distributions would create or add
to the insolvency of the members of the TCC Group corresponding to that
Profit Sharing Unit or the Profit Sharing Unit (assuming such members or
Profit Sharing Unit were to reimburse the Company for those distributions),
such distributions will be reduced proportionately.

(v) OVERDUE RETIREMENT DISTRIBUTION LIMITATION. As provided
in Section 3.3(d), if a Retired Participant has not received distributions
sufficient to reduce to zero his Pre-Amendment Retirement Account and
Retirement Account balance for a Profit Sharing Unit by the fifth
anniversary of his Retirement Date, Current Distributions with respect to
each Profit Sharing Unit and Related Former Profit Sharing Unit related to
his Retirement Account and Pre-Amendment Retirement Account will be
suspended.

(vi) BUY-SELL DISTRIBUTION LIMITATION. To the extent required
by any Buy-Sell Note or other contract, Current Distributions will be
suspended.

3.3. DISTRIBUTIONS TO RETIRED-PARTICIPANTS.

(a) EFFECT OF RETIREMENT. Upon his Retirement Date, a Participant
(the "Retired Participant") will be entitled to distributions from his Pre-
Amendment Retirement Account and his Retirement Account in each Profit Sharing
Unit, subject to the restrictions on payment in this Plan. For purposes of the
Plan, a Retired Participant's Pre-Amendment Retirement Account will initially be
an amount equal to the Retired Participant's Prior Profit Sharing Account
balance, and a Retired Participant's Retirement Account will initially be an
amount equal to the Participant's Profit Sharing Account balance in a Profit
Sharing Unit, subject to the adjustments specified in this Plan. In addition,
upon retirement, a Participant will have no Business Unit Percentages after the
last day of the Profit Sharing Period in which the Participant retired, but will
continue to have his existing Project Percentages, except as provided in Section
3.3(b)(i).

<PAGE>

(b) ADJUSTMENTS TO RETIREMENT ACCOUNT. For purposes of this Plan, a
Retired Participant's Pre-Amendment Retirement Account and Retirement Account
will be subject to the following adjustments for each year:

(i) VESTING ADJUSTMENTS.

(1) If a Participant retires prior to the fifth December 31
first following the date on which he first became a Participant, the
positive balance of his Pre-Amendment Retirement Account and
Retirement Account will be reduced as follows:

(A) to 1% of his Prior Profit Sharing Account balance
and his Profit Sharing Account balance, respectively, if he
retires prior to the first December 31 first following such date;

(B) to 20% of his Prior Profit Sharing Account balance
and his Profit sharing Account balance, respectively, if he
retires prior to the second December 31 first following such
date;

(C) to 40% of his Prior Profit Sharing Account balance
and his Profit Sharing Account balance, respectively, if he
retires prior to the third December 31 first following such date;

(D) to 60% of his Prior Profit Sharing Account balance
and his Profit Sharing Account balance, respectively, if he
retires prior to the fourth December 31 first following such
date;

(E) to 80% of his Prior Profit Sharing Account balance
and his Profit Sharing Account balance, respectively, if he
retires prior to the fifth December 31 first following such date.

(2) If a Participant retires prior to the fifth December 31
first following the date on which he first became a Participant, his
Project Percentage will be reduced as follows:

(A) to 1% of his existing Project Percentage if he
retires prior to the first December 31 first following such date;

(B) to 20% of his existing Project Percentage if he
retires prior to the second December 31 first following such
date;

9
<PAGE>

(D) to 60% of his existing Project Percentage if he
retires prior to the fourth December 31 first following such
date;

(E) to 80% of his existing Project Percentage if he
retires prior to the fifth December 31 first following such date.

For purposes of this Section 3.3(b)(i), any person who was a Partner of the
Trammell Crow Company on or before December 31, 1990 will be treated as
having become a Participant on the first day of his employment by the
Company, its predecessors or affiliates.

(ii) ADJUSTMENT FOR DELAY IN PAYMENT. On a periodic basis
effective as of the first day of the calendar year following his Retirement
Date,(1) the Pre-Amendment Retirement Accounts of each Retired Participant
will be increased by an annual amount equal to the Pre-Amendment Retirement
Account balance multiplied by the Intercompany Rate, and (2) the Retirement
Accounts of each Retired Participant will be increased by an annual amount
equal to the Retirement Account balance multiplied by the Intercompany
Rate, adjusted for fluctuations in balance and for periods of less than one
year in duration.

(iii) ADJUSTMENT FOR PROJECT INCREMENTS. The appropriate
Pre-Amendment Retirement Account of each Retired Participant whose
Retirement Date was before January 1, 1995, will be increased or decreased
by that Retired Participant's Project Percentage multiplied by the EBPS for
each Project. The appropriate Retirement Accounts of each Retired
Participant whose Retirement Date is after December 31, 1994, will be
increased or decreased by the Retired Participant's Project Percentage
multiplied by EBPS of each Project.

(iv) ADJUSTMENT FOR DISTRIBUTIONS. Each Retired Participant's
Pre-Amendment Retirement Account balance in a given Related Former Profit
Sharing Unit and Retirement Account balance in a given Profit Sharing Unit
will be reduced by the amount of any distributions to such Retired
Participant attributable to that Related Former Profit Sharing Unit and
Profit Sharing Unit, respectively.

(v) ADJUSTMENT FOR TAX RATE CHANGES. In the event corporate tax
rates applicable to the Company decrease materially, each Retired
Participant's Pre-Amendment Retirement Accounts and Retirement Accounts
will be decreased in accordance with the principles of Section 3.1(c).

(vi) OTHER ADJUSTMENTS. Other adjustments may be made to Pre-
Amendment Retirement Accounts and Retirement Accounts in accordance with
the principles of Section 3.1(e).

10
<PAGE>

(i) TYPES OF PAYMENT. A Retired Participant may receive two
types of payments with respect to his Retirement Accounts: Basic
Distributions and, if his Retirement Date is before January 1, 1995,
Project Distributions. All payments are subject to the limitations of
Section 3.3(d).

(ii) BASIC DISTRIBUTIONS. For each Retired Participant, the
Company will make payments ("Basic Distributions") for each Profit Sharing
Unit and Related Former Profit Sharing Unit on the same basis as Current
Distributions, with the intent to reduce the Pre-Amendment Retirement
Account and Retirement Account to zero by the fifth anniversary of the
Retirement Date.

(iii) PROJECT DISTRIBUTIONS. In addition to any Basic
Distributions, for each Project, the Company will make annual payments
("Project Distributions") to a Retired Participant whose Retirement Date is
before January 1, 1995, and who has a positive Pre-Amendment Retirement
Account balance equal to the Retired Participant's Project Percentage
multiplied by the EBPS of that Project.

(d) LIMITATIONS ON DISTRIBUTIONS TO RETIRED PARTICIPANTS.

(i) NEGATIVE BALANCE LIMITATION. No Project Distribution will
be made to a Retired Participant with respect to a Profit Sharing Unit to
the extent such Participant's Pre-Amendment Retirement Account balance in
such unit is negative or would be made negative by such distribution. To
the extent that a Retired Participant has a negative Pre-Amendment
Retirement Account balance or Retirement Account balance, any Basic
Distribution or Project Distribution to such Retired Participant from any
Profit Sharing Unit or Related Former Profit Sharing Unit will first be
applied to any negative balance, until that balance is increased to zero.

(ii) AVAILABLE CASH LIMITATION. Basic Distributions to Retired
Participants for a Profit Sharing Unit may not exceed 24% of the Available
Cash for that Profit Sharing Unit; provided, however, beginning on the
seventh anniversary of the Participant's Retirement Date, no distributions
will be made to other Participants or Retired Participants in that Profit
Sharing Unit or Related Former Profit Sharing Unit until such Retired
Participant's Pre-Amendment Retirement Accounts and Retirement Accounts in
that Profit Sharing Unit or Related Former Profit Sharing Unit are reduced
to zero, except for (1) Project Distributions, to the extent not otherwise
limited under this Section 3.3(d), and (2) distributions to other Retired
Participants who have reached the seventh anniversary of their Retirement
Date. To the extent Project Distributions would exceed the Available Cash
of that Project, such distributions will be reduced proportionately among
all Participants with Project Percentages in that Project to the amount of
Available Cash.

(iii) INSOLVENCY LIMITATION. To the extent that, in the
judgment of the Committee, any Basic Distribution to a Retired Participant
would create or add to the

11
<PAGE>

insolvency of a member of the TCC Group or Profit Sharing Unit (assuming
such members or Profit Sharing Units were to reimburse the Company for
such distribution), such distribution will be reduced proportionately
among all Retired Participants who are entitled to receive that Basic
Distribution to an amount that would not add to or cause such insolvency.

(e) ACCELERATION OF PAYMENTS TO RETIRED PARTICIPANTS.
Notwithstanding any other provision hereof, the Committee may in its complete
discretion accelerate the schedule of Basic Distributions to any Retired
Participant; provided, however, that unless unanimously approved by the
Committee, such an acceleration is invalid to the extent it would cause Basic
Distributions to Retired Participants in any Profit Sharing Unit to exceed 24%
of Available Cash for that Profit Sharing Unit.

IV. ADMINISTRATIVE PROVISIONS

4.1. DESIGNATION OF PERCENTAGES, FACTORS AND AMOUNTS.

(a) BUSINESS UNIT PERCENTAGES. For any year in which a person is a
Participant, he may be assigned a separate Business Unit Percentage for one or
more Business Units; provided, however, if a Participant's Retirement Date is
before the last day of a Profit Sharing Period, for purposes of calculating any
adjustments to the Participant's Profit Sharing Account for that Profit Sharing
Period a Participant will be deemed to continue as a Participant through the
remainder of that Profit Sharing Period, but the Committee will adjust the
Participant's Business Unit Percentages to reasonably reflect the period that
the Participant was employed by or a consultant to the Company during that
Profit Sharing Period. Designation of Business Units and Business Unit
Percentages will be based upon the recommendation of the PSU Leader for the
Profit Sharing Unit and determined by the chief executive officer of the Company
in his sole discretion. The PSU Leader for a Profit Sharing Unit and the Profit
Sharing Unit's chief financial officer (whether or not denominated as such), if
a Participant, must generally be assigned the same Business Unit Percentage in
every Business Unit of the corresponding Profit Sharing Unit, unless otherwise
authorized by the chief executive officer of the Company.

(b) PROJECT PERCENTAGES. Participants may be granted Project
Percentages in one or more Projects in which an equity interest is owned by the
TCC Group. Each Project will be assigned to a particular Profit Sharing Unit.
Designation of Projects, Project Percentages and the Profit Sharing Unit in
which a Project is included will be based upon the recommendation of the PSU
Leader for the Profit Sharing Unit, and determined by the chief executive
officer of the Company in his sole discretion. The PSU Leader of a Profit
Sharing Unit may not be granted a Project Percentage in any Project which
exceeds his uniform Business Unit Percentage in the corresponding Profit Sharing
Unit as of the date of such assignment.

12
<PAGE>

(c) AMOUNT OF DISTRIBUTIONS. For each year, the aggregate amount of
Current Distributions for any Profit Sharing Unit and of Project Distributions
for any Project will be based upon the recommendation of the PSU Leader of the
Profit Sharing Unit and finally determined by the chief executive officer of the
Company in his sole discretion, subject to the limitations of Sections 3.2(c)
and 3.3(d).

(d) OTHER NATIONAL POLICIES. Based on recommendations of the
Administrative Committee, the Management Board of the Company will for each
year: (i) set Current Distribution Factors for each Profit Sharing Unit; (ii)
set Business Unit Percentages and Project Percentages for certain Participants
with nationwide responsibilities; and (iii) establish other policies for
determinations governed by this Article IV, such as limits on the aggregate
Business Unit Percentages or Project Percentages which may be assigned.

4.2. ADMINISTRATION OF THE PLAN.

(a) ADMINISTRATIVE COMMITTEE. Except as explicitly provided to the
contrary, the Plan will be administered by an Administrative Committee (the
"Committee"). Unless the Management Board of the Company determines otherwise,
the members of the Committee will consist of those individuals nominated by the
chief executive officer of the Company and approved by the Management Board of
the Company. Any member may resign from the Committee upon written notice to
the Management Board of the Company, and the Management Board of the Company may
remove Committee members and appoint their successors at any time and from time
to time. The members of the Committee will not be compensated for their
services as Committee members.

(b) ACTION OF THE COMMITTEE. Action of the Committee may be taken
with or without a meeting of Committee members, provided that action will be
taken only upon the vote or other affirmative expression of a majority of the
Committee's members qualified to vote with respect to such action. In the event
the Committee members qualified to vote on any question are unable to determine
such question by a majority vote or other affirmative expression of a majority
of the Committee members qualified to vote on such question, such question will
be determined by the Management Board of the Company. A member of the Committee
who is a Participant may not vote on any question relating specifically to
himself. The Committee from time to time may allocate to one or more of its
members and may delegate to any other persons or organizations any of its
rights, powers, duties and responsibilities with respect to the operation and
administration of the Plan.

(c) POWERS AND DUTIES OF THE COMMITTEE. The Committee will have
the full power, responsibility and discretion to administer the Plan and to
construe and apply its provisions, including, without limitation, the power,
responsibility and discretion to (i) resolve all questions relating to the
right of a Participant to receive payments or other benefits under the Plan,
(ii) determine the amount of benefits payable to Participants and determine
the time and manner in which such benefits are to be paid, (iii) engage any
administrative, legal, accounting, clerical, or other services it deems
appropriate in administering the Plan, (iv) construe and interpret the Plan,

13
<PAGE>

supply omissions from, correct deficiencies and resolve ambiguities or
inconsistencies in, the language of the Plan, and adopt rules for the
administration of the Plan which are not inconsistent with the terms of the
Plan document as so construed and interpreted, and (v) resolve all questions
of fact relating to any of the foregoing.

4.3. CLAIMS PROCEDURE.

(a) FILING OF CLAIMS. If a Participant does not receive the payments
or other benefits which he believes he is entitled to receive under the Plan, he
may file a claim for benefits with the Committee. All claims will be made in
writing and will be signed by the claimant. If the claimant does not furnish
sufficient information to determine the validity of the claim, the Committee
will indicate to the claimant any additional information which is required.

(b) ACTION ON CLAIM. Each claim will be approved or disapproved by
the Committee within 90 days following the receipt of the information necessary
to process the claim. In the event the Committee denies a claim for benefits in
whole or in part, the Committee will notify the claimant in writing of the
denial of the claim. Such notice by the Committee will also set forth, in a
manner calculated to be understood by the claimant, the specific reason for such
denial, the specific Plan provisions on which the denial is based, a description
of any additional material or information necessary to perfect the claim with an
explanation of why such material or information is necessary, and an explanation
of the Plan's claim review procedure as set forth below. If no action is taken
by the Committee on a claim within 90 days, the claim will be deemed to be
denied for purposes of the review procedure.

(c) APPEAL OF ACTION ON CLAIM. A claimant may appeal a denial of his
claim by requesting a review of the Committee's decision. The Committee may
review its own decisions or, in one or more instances, may designate another
person or entity to review Committee decisions and decide appeals under this
claims procedure. An appeal must be submitted in writing within 60 days after
the denial of the claim for benefits and must (i) request a review of the claim
for benefits under the Plan, (ii) set forth all of the grounds upon which the
claimant's request for review is based and any facts in support thereof, and
(iii) set forth any issues or comments which the claimant deems pertinent to the
appeal. The Committee or the person designated by the Committee will make a
full and fair review of each appeal and any written materials submitted in
connection with the appeal. The Committee or its designee will act upon each
appeal within 60 days after receipt thereof unless special circumstances require
an extension of the time for processing, in which case a decision will be
rendered as soon as possible but not later than 120 days after the appeal is
received. The claimant will be given the opportunity to review pertinent
documents or materials upon submission of a written request to the committee or
its designee, provided the Committee or its designee finds the requested
documents or materials are pertinent to the appeal. On the basis of its review,
the committee or its designee will make an independent determination of the
claimant's eligibility for benefits under the Plan. The decision of the
Committee or its designee on any claim for benefits will be final and conclusive
upon all parties thereto. In the event the Committee or its designee denies an
appeal in whole or in part, it will give written notice of the decision to the
claimant, which notice

14
<PAGE>

will set forth in a manner calculated to be understood by the claimant the
specific reasons for such denial and which will make specific reference to
the pertinent Plan provisions on which the decision was based.

4.4. SPECIAL PROCEDURAL RULES AS TO COMPUTATIONS OF PROFIT SHARING ACCOUNT
BALANCES. Because of the complexity of the calculations required to compute
Prior Profit Sharing Account and Profit Sharing Account balances and Pre-
Amendment Retirement Account and Retirement Account balances, and because of the
importance of obligations under the Plan to the Company's strategic planning,
there must be some finality to computations under the Plan. Accordingly, as a
Participant, each individual agrees to the following procedures:

(a) CALCULATION. The Committee or its designee will make all
necessary calculations under the Plan using any reasonable method.

(b) NOTICE TO PARTICIPANTS. The Committee will provide to each
Participant a periodic notice of such Participant's Profit Sharing Account
balances, as provided in Sections 5.3 and 5.4. Upon written request, the
Committee will also supply a more detailed written summary.

(c) FINALITY OF CALCULATIONS. Each Participant will be permitted to
comment on the calculations for 60 days after the committee's mailing of the
notice described above (or, if a more detailed summary is requested in writing
within 60 days of such notice, within 60 days after the Committee's mailing of
such a summary). If no comment is received within 60 days, the Committee's
calculations will be considered final and completely binding on such Participant
except for (i) adjustments recommended by the Company in response to changes in
other persons' balances; and (ii) gross arithmetic errors (defined for this
purpose to mean purely arithmetic errors having an effect on Participant's
balance of $10,000 or more). All disputes hereunder will be governed by the
claims procedure of Section 4.3.

4.5. SOURCE OF FUNDS. All payments under the Plan will be paid from the
general funds of the Company as employer of the Participants. Rights to payment
or timing of payments, however, will be limited based on Current Earnings,
Available Cash and solvency of the Profit Sharing Unit as provided in Section
3.2(c) and Section 3.3(d). The Company may enter into agreements with members of
the TCC Group for reimbursement and indemnity of the Company.

4.6. RETIRED PARTICIPANTS. For purposes of this Article IV,-each reference
to "Participant" and "Profit Sharing Account" will be deemed to also refer to
"Retired Participant" and "Retirement Account," respectively.

4.7. ALLOCATION OF PAID-IN CAPITAL AND CAPITALIZATION NOTES. For purposes
of this Plan, the amount of the Company's paid-in capital allocated to a Profit
Sharing Unit will be the sum of the amount designated by the Management Board of
the Company as being allocated to each Business Unit within the Profit Sharing
Unit. The initial allocation of paid-in capital to each Business Unit and
Profit Sharing Unit is set forth on Schedule 2. For purposes of this Plan, the
amount of debt

15
<PAGE>

evidenced by a Capitalization Note allocated to each Profit Sharing Unit will
be the sum of the amounts designated by the Management Board of the Company
as being allocated to each Business Unit within that Profit Sharing Unit.
The initial allocation of debt under the Capitalization Notes to each
Business Unit and Profit Sharing Unit is set forth on Schedule 1.

4.8. DESIGNATION OF PSU LEADERS. The PSU Leader for each Profit Sharing
Unit may be designated from time to time by the Management Board of the Company.
In designating that person, the Management Board of the Company will consider
the person who has direct responsibility for the operations of the Profit
Sharing Unit. Each person designated as a PSU Leader will continue in that
position until his successor is designated or his earlier resignation or
withdrawal.

4.9. INITIAL PROFIT SHARING UNITS. The initial Profit Sharing Units and
'each Business Unit and Project included therein are set forth on Schedule 3.

V. REPORTING TO PARTICIPANTS

5.1. BUSINESS UNIT PERCENTAGES AND PROJECT PERCENTAGES. Participants will
generally be notified in writing of their Business Unit Percentages for each
Profit Sharing Period prior to or within a reasonable period after the first day
of that Profit Sharing Period. The notice will be signed by the PSU Leader of
the Profit Sharing Unit and will be acknowledged by the Secretary of the
Administrative Committee to reflect approval by the chief executive officer of
the Company. Participants will generally be notified in writing of their
Project Percentages concurrently with notice of Business Unit Percentages. The
notices will be in substantially the form of EXHIBIT A or such other form
approved by the Committee.

5.2. PROFIT SHARING ACCOUNT BALANCES. The Committee will provide to the
Participant a periodic notice of his Profit Sharing Account balances, his Prior
Profit Sharing Account balances and his Net Profit Sharing Account Balance. The
notice will be in substantially the form of EXHIBIT B or such other form
approved by the Committee. Upon written request, the Committee will supply a
more detailed written summary. Such a summary might include, for example, a
calculation of EBPS for each appropriate Business Unit and Project, a summary of
distributions, and a summary of any other adjustments for each relevant Profit
Sharing Unit.

5.3. RETIREMENT ACCOUNT BALANCES. The Committee will provide to each
Retired Participant a periodic notice of such Participant's Pre-Amendment
Retirement Account balances and Retirement Account balances. The notice will be
in substantially the form of EXHIBIT C or such other form approved by the
Committee. Upon written request, the Committee will supply a more detailed
written summary. Such a summary might include, for example, a calculation of
EBPS for each appropriate Project, a summary of other adjustments, and a
schedule for any remaining Basic Distributions.

16
<PAGE>

VI. MISCELLANEOUS

6.1. ERISA STATEMENT. The Plan is an employee pension plan within the
meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"). The Plan is intended to provide benefits for "management
or highly compensated" employees within the meaning of sections 201, 301 and 401
of ERISA, and therefore to be exempt from the provisions of Parts 2, 3 and 4 of
Title I of ERISA. In the event it is determined by a court of competent
jurisdiction or by an opinion of counsel that the Plan is not so exempt, the
Management Board of the Company will take whatever action it determines in its
discretion to be appropriate under the circumstances to prevent any violations
of the applicable provisions of ERISA, including without limitation action to
restrict eligibility to participate in the Plan, to pay to one or more
Participants the full amount of their accrued benefits or to terminate the Plan.

6.2. GOVERNING LAW. The Plan will be construed and governed in all
respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the law of the State of Texas.

6.3. AMENDMENTS. The Plan may be amended at any time by the Committee
provided such amendment does not have the effect of increasing, directly or
indirectly, the benefit of any Participant. The Plan may also be amended or
terminated by the Management Board of the Company at any time, and any amendment
adopted by the Management Board of the Company will supersede any prior or later
amendment adopted by the Committee that is inconsistent with the action of the
Management Board of the Company. Neither the termination of the Plan nor any
amendment to the Plan will have the effect of decreasing the benefit of any
Participant that has accrued as of the date of such action.

6.4. ASSIGNMENT. The Profit Sharing Accounts and other rights granted
under the Plan to a Participant shall not be transferable by a Participant
except by will or the laws of descent and distribution.

17
<PAGE>

SCHEDULE 1

ALLOCATION OF CAPITALIZATION NOTES

<PAGE>

SCHEDULE 2

ALLOCATION OF PAID-IN CAPITAL

<PAGE>

SCHEDULE 3

PROFIT SHARING UNITS, BUSINESS UNITS AND PROJECTS

<PAGE>

EXHIBIT A

EXAMPLE OF NOTICE TO PARTICIPANT
OF BUSINESS UNIT PERCENTAGES AND PROJECT PERCENTAGES

[DATE]

Participant

- ----------------------------------

Re: Trammell Crow Company 1995 Profit Sharing Plan: Compensation
Calculation Percentages

Dear Participant:

This letter is to inform you of the Business Unit and Project Percentages
that you have been assigned for purposes of calculating compensation amounts to
be paid to you by Trammell Crow Company under the Trammell Crow Company Profit
Sharing Plan ("Plan"). For the Plan year ending December 31, 19___, your
Business Unit Percentages, if any, are as follows:

Business Unit Percentage
------------- ----------
[BUS. UNIT NAME] [X.XX%]

Your Project Percentages as of January 1, 19___, are listed on Schedule 1.

If you have any questions, please contact me or the Administrative
Committee of the Plan.

Sincerely,

[PROFIT SHARING UNIT CHIEF EXECUTIVE OFFICER]

ACKNOWLEDGED:

- ----------------------------------
[NAME OF SECRETARY]
Secretary, Administrative Committee
Trammell Crow Company 1995 Profit Sharing Plan

1
<PAGE>

EXHIBIT A (CONTINUED)

SCHEDULE 1

[PARTICIPANT NAME]

Project Percentages as of January 1, 199___

Project Name Project Percentage
------------ ------------------
[NAME OF PROJECT] [X.XX%]
[NAME OF PROJECT] [Y.YY%]
[NAME OF PROJECT] [Z.ZZ%]

2
<PAGE>

EXHIBIT B

EXAMPLE OF NOTICE TO PARTICIPANT
OF PROFIT SHARING ACCOUNT BALANCES

TO: [NAME OF PARTICIPANT]

FROM: Administrative Committee of the Trammell Crow Company 1995 Profit
Sharing Plan

SUBJECT: Profit Sharing Account Balance
[NAME OF ROC] Profit Sharing Unit

DATE: ________________________, 19___

The following is a summary of the computation of your (i) Profit Sharing
Account balance for the Profit Sharing Unit within [NAME OF ROC] and (ii) your
Net Profit Sharing Account Balance as of December 31, 19__:

Beginning Profit Sharing Account Balance $
Business Unit Increments
[NAME OF UNIT] $yyy,yyy x z.zz% = xx,xxx.xx
(EBPS) (BU%)
[REPEAT FOR EACH BUSINESS UNIT]
Project Increments
[NAME OF UNIT] $yyy,yyy x z.zz% = xx,xxx.xx
(EBPS) (BU%)
[REPEAT FOR EACH BUSINESS UNIT]
Distributions (xx,xxx.xx)
Other Adjustments xx,xxx.xx
-----------
Ending Profit Sharing Account Balance $ xx,xxx.xx
-----------
-----------
Prior Profit Sharing Account Balance xx,xxx.xx
-----------
Net Profit Sharing Account Balance $ xx,xxx.xx
-----------
-----------
(as of 12/31/__)

1
<PAGE>

EXHIBIT C

EXAMPLE OF NOTICE TO RETIRED PARTICIPANT
OF RETIREMENT ACCOUNT BALANCES

TO: [NAME OF PARTICIPANT]

FROM: Administrative Committee of the Trammell Crow Company 1995 Profit
Sharing Plan

SUBJECT: Retirement Account Balance

DATE: _______________, 19___

The following is a summary of the computation of your (i) Retirement
Account balance and (ii) Pre-Amendment Retirement Account balance for the Profit
Sharing Unit within [NAME OF ROC] as of December 31, 19__:

Beginning Retirement Account Balance $
Adjustment for Project Increments
[NAME OF PROJECT] $yyy,yyy x z.zz% = xx,xxx.xx
(EBPS) (P%)

[REPEAT FOR EACH RELEVANT PROJECT]
Adjustment for Delay in Payment xx,xxx.xx
Distributions (xx,xxx.xx)
Other Adjustments xx,xxx.xx
-----------
Ending Retirement Account Balance $ xx,xxx.xx
-----------
-----------
(as of 12/31/__)
Beginning Pre-Amendment Retirement Account Balance $ xx,xxx.xx
[NAME OF PROJECT] $yyy,yyy x z.zz% = xx,xxx.xx
(EBPS) (P%)

[REPEAT FOR EACH RELEVANT PROJECT]
Adjustment for Delay in Payment xx,xxx.xx
Distributions (xx,xxx.xx)
Other Adjustments xx,xxx.xx
-----------
Ending Pre-Amendment Retirement Account Balance $ xx,xxx.xx
-----------
-----------
(as of 12/31/__)

<PAGE>

Execution Copy

ACQUISITION AGREEMENT

DATED AS OF AUGUST 15, 1997

AMONG

TRAMMELL CROW COMPANY

TRAMMELL CROW RETAIL SERVICES, INC.

DOPPELT & COMPANY

AND

JEFFREY J. DOPPELT

<PAGE>

TABLE OF CONTENTS

Page

Section 1. Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 2. Purchase and Sale. . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Purchase of Transferred Assets . . . . . . . . . . . . . . . . 5
2.2 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . 5
2.4 Post-Closing Adjustment. . . . . . . . . . . . . . . . . . . . 5

Section 3. Representations and Warranties of Shareholder and the Company. . 5
3.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Power and Authority. . . . . . . . . . . . . . . . . . . . . . 6
3.3 Consents and Approvals . . . . . . . . . . . . . . . . . . . . 6
3.4 No Violations. . . . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.6 Financial Statements . . . . . . . . . . . . . . . . . . . . . 6
3.7 Interim Changes. . . . . . . . . . . . . . . . . . . . . . . . 6
3.8 Real Property. . . . . . . . . . . . . . . . . . . . . . . . . 7
3.9 Personal Property. . . . . . . . . . . . . . . . . . . . . . . 8
3.10 Intellectual Property. . . . . . . . . . . . . . . . . . . . . 8
3.11 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.12 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.13 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . 9
3.14 Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . 9
3.15 Client Relationships.. . . . . . . . . . . . . . . . . . . . . 9
3.16 Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.17 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . 10
3.18 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.19 Affiliate Interests. . . . . . . . . . . . . . . . . . . . . . 11
3.20 Fees, Commissions and Expenses . . . . . . . . . . . . . . . . 11
3.21 Investment Intent. . . . . . . . . . . . . . . . . . . . . . . 11
3.22 No Other Representations or Warranties . . . . . . . . . . . . 11

Section 4. Representations and Warranties of Buyer . . . . . . . . . . . . 12
4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 Power and Authority. . . . . . . . . . . . . . . . . . . . . . 12
4.3 Consents and Approvals . . . . . . . . . . . . . . . . . . . . 12
4.4 No Violations. . . . . . . . . . . . . . . . . . . . . . . . . 12
4.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.6 Fees, Commissions and Expenses . . . . . . . . . . . . . . . . 13

<PAGE>

Section 5. Covenants of the Parties . . . . . . . . . . . . . . . . . . . . 13
5.1 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . 13
5.2 Access to Information. . . . . . . . . . . . . . . . . . . . . 14
5.3 Efforts to Consummate Transaction. . . . . . . . . . . . . . . 14
5.4 No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . 14
5.5 Amendment of Disclosure Schedules. . . . . . . . . . . . . . . 15
5.6 Certain Tax Matters. . . . . . . . . . . . . . . . . . . . . . 15

Section 6. Closing Conditions . . . . . . . . . . . . . . . . . . . . . . . 15
6.1 Obligation of Buyer and TCRS to Close. . . . . . . . . . . . . 15
6.2 Obligation of Shareholder and the Company to Close . . . . . . 16
6.3 Effect of Closing. . . . . . . . . . . . . . . . . . . . . . . 17

Section 7. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 17
7.1 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 17
7.2 Limitations of Indemnity . . . . . . . . . . . . . . . . . . . 18
7.3 Procedure for Indemnification Claims . . . . . . . . . . . . . 18
7.4 Exclusive Remedy . . . . . . . . . . . . . . . . . . . . . . . 19

Section 8. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.2 Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . 20
8.3 Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 20
8.5 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8.6 Waivers and Amendments . . . . . . . . . . . . . . . . . . . . 21
8.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.8 Governing Law; Severability. . . . . . . . . . . . . . . . . . 21
8.9 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 22

<PAGE>

SCHEDULES

Schedule 1.1 Excluded Assets
Schedule 3.3 Consents and Approvals
Schedule 3.4 Violations
Schedule 3.5 Capitalization
Schedule 3.6 Historical Financials
Schedule 3.7 Interim Changes
Schedule 3.8 Real Property
Schedule 3.9 Personal Property/Accounts Receivable
Schedule 3.10 Intellectual Property
Schedule 3.11 Contracts
Schedule 3.12 Litigation
Schedule 3.13 Governmental Permits
Schedule 3.14 Labor Matters
Schedule 3.15 Client Billings and Collections
Schedule 3.16 Tax Matters
Schedule 3.17 Employee Benefit Matters
Schedule 3.18 Insurance
Schedule 3.19 Affiliate Interests

EXHIBITS

Exhibit A Subordinated Promissory Note
Exhibit B Employment Agreement
Exhibit C Landlord's Consent and Estoppel Letter
Exhibit D Opinion of Counsel for Sellers
Exhibit E Bill of Sale
Exhibit F Stockholders Agreement
Exhibit G Option Agreement
Exhibit H Allocation of Purchase Price
Exhibit I Assignment and Assumption Agreements
Exhibit J Opinion of Counsel for Buyers

iii
<PAGE>

ACQUISITION AGREEMENT

AGREEMENT dated as of August 15, 1997 among (i) TRAMMELL CROW COMPANY,
a Texas close corporation ("BUYER"), (ii) TRAMMELL CROW RETAIL SERVICES, INC., a
Delaware corporation ("TCRS"), (iii) DOPPELT & COMPANY, an Ohio corporation (the
"COMPANY"), and (iv) JEFFREY J. DOPPELT (the "SHAREHOLDER"), the sole
stockholder of the Company.

Shareholder owns 100% of the outstanding capital stock of the Company,
an Ohio corporation engaged in the commercial real estate brokerage business
(the "BUSINESS"). Shareholder and the Company desire to sell, assign and
transfer, and Buyer desires to purchase and acquire through its wholly-owned
subsidiary TCRS, substantially all the assets of the Company on the terms and
conditions set forth herein.

THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINED TERMS

1.1 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the respective meanings set forth below:

"AFFILIATE" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person and, in the case of an individual, includes
members of such individual's immediate family. For purposes of this definition,
"control" when used with respect to any specified person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"AGREEMENT" means this Agreement and includes all of the schedules and
exhibits annexed hereto.

"ASSUMED LIABILITIES" means, collectively, (i) normal accruals for
rent, utilities and other services required for normal operation of the Business
subsequent to the Closing, (ii) executory obligations under Contracts entered
into in the ordinary course of the Business set forth on Schedule 3.11, (iii)
liabilities of the Company and Shareholder arising from the matters set forth on
Schedule 3.13 hereto to the extent (but only to the extent) that such
liabilities are in excess of the aggregate amount for which the Company and
Shareholder are responsible as set forth in clause (iii) of Section 7.2, and
(iv) other liabilities arising from the conduct of the Business by TCRS
subsequent to the Closing Date.

"BUSINESS" has the meaning set forth in the introduction to this
Agreement.

<PAGE>

"BUSINESS DAY" means any day that is not a Saturday, Sunday or
statutory holiday in the State of Colorado.

"CLOSING" means the closing of the purchase and sale of the
Transferred Assets contemplated by this Agreement.

"CLOSING DATE" means August 22, 1997 or such other date as is mutually
acceptable to Buyer and Shareholder.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" has the meaning set forth in the introduction to this
Agreement.

"COMPETING TRANSACTION" means any business combination or
recapitalization involving the Company or any acquisition or purchase of all or
a significant portion of the assets of, or any material equity interest in, the
Company or any other similar transaction with respect to the Company involving
any person or entity other than Buyer or its Affiliates.

"CONTRACT" means any contract, lease, license or other agreement or
binding commitment, whether or not in written form.

"EMPLOYEE PLANS" means all employee benefit plans (as defined in
Section 3(3) of ERISA) to which the Company is a party or is bound, with respect
to which payments or contributions are required to be made by the Company, or in
respect of which the Company may otherwise have any liability.

"ENCUMBRANCES" means all liens, charges, security interests and
similar rights of third parties with respect to property.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"EXCLUDED ASSETS" means all cash and cash-equivalents of the Company
that are not pledged to or deposited with third parties to secure obligations
related to the Business, all life insurance policies and the cash surrender
value thereof, and Shareholder's personal office furnishings listed on Schedule
1.1 hereto.

"GOVERNMENTAL PERMIT" means any franchise, consent, license, permit,
authorization, approval or other operating authority issued by any governmental
or regulatory body.

<PAGE>

"HISTORICAL FINANCIALS" means the unaudited balance sheets and
statements of income of the Company as of and for the fiscal years ended
December 31, 1996 and 1995 and the six-month period ended June 30, 1997
(including the footnotes thereto) attached hereto as Schedule 3.6.

"INDEMNIFIED PARTY" means a party entitled to indemnification pursuant
to Section 7.

"INDEMNIFYING PARTY" means a party liable for indemnification pursuant
to Section 7.

"LATEST BALANCE SHEET" means the balance sheet of the Company as of
June 30, 1997 included in the Historical Financials.

"LOSSES" means any and all out-of-pocket damages, costs, liabilities,
losses (including consequential losses that are directly caused by the event or
circumstance in question such as lost profits but excluding indirect
consequential losses such as injury to reputation or lost opportunity),
judgments, penalties, fines, expenses or other costs, including reasonable
attorney's fees, incurred by an Indemnified Party, net of any insurance
recoveries by, or Tax benefits to, the Indemnified Party associated therewith.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on either
(i) the business, assets, operations, financial condition or prospects of the
Business, or (ii) Shareholder's or the Company's (as applicable) ability to
consummate the transactions contemplated hereby; provided, however, that any
event or circumstance that is reasonably likely to result in a Loss of $300,000
or more or a decrease in the annual EBITDA of the Business of $300,000 or more
shall be deemed to constitute a Material Adverse Effect.

"NOTE" means the Subordinated Promissory Note of Buyer in the
principal amount of $6,000,000 in the form of Exhibit A hereto.

"PERMITTED LIENS" means (i) Encumbrances and other exceptions to title
that are disclosed on Schedule 3.9; (ii) liens for Taxes, fees, levies, duties
or other governmental charges of any kind which are not yet delinquent or are
being contested in good faith by appropriate proceedings which suspend the
collection thereof; (iii) liens for mechanics, material, laborers, employees,
suppliers or similar liens arising by operation of law for sums which are not
yet delinquent or which are being contested in good faith by appropriate
proceedings or with respect to which arrangements for payment and/or release
have been made; and (iv) other Encumbrances that do not materially affect the
value or marketability of title to the property subject thereto for the purposes
for which it is currently held and do not in the aggregate materially interfere
with the conduct of the Business.

"PERSON" means any individual, partnership, corporation, association,
joint stock company, trust, joint venture, unincorporated organization or
governmental entity (or any department, agency or political subdivision
thereof).

<PAGE>

"PROPRIETARY RIGHTS" has the meaning set forth in Section 3.10.

"PURCHASE PRICE" means (i) cash consideration equal to $20,658,000,
(ii) the Note, (iii) the right to receive up to $2,000,000 of additional
Purchase Price in the event future commission collections by TCRS from any
source are in excess of $7,000,000, payable when and as such collections are
received; provided, however, that such payment shall be subject to reduction to
an amount determined by multiplying $2,000,000 by a fraction (not to exceed
1/1), the numerator of which is the amount of the Company's accounts receivable
and leases in progress (defined as leases for which the Company has acted as a
broker or co-broker that have been executed by landlord and tenant prior to the
Closing Date but with respect to which a commission is not yet payable) listed
on Schedule 3.9 that are collected by TCRS prior to the 24-month anniversary of
the Closing and the denominator of which is $3,775,000 less the amount of such
listed receivables that are not collected due to default by the developer of the
project in question, and (iv) the assumption by TCRS and Buyer of the Assumed
Liabilities.

"TAX" means any federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (pursuant to Section 59A of the Code or
otherwise), custom duties, capital stock, franchise, employee's income
withholding, foreign withholding, social security (or its equivalent),
unemployment, disability, real property, personal property, sales, use,
transfer, value added, registration, alternative or add-on minimum, estimated or
other tax, including any interest, penalties or additions to tax in respect of
the foregoing, whether disputed or not, and any obligation to indemnify, assume
or succeed to the liability of any other person in respect of the foregoing, and
the term "TAX LIABILITY" shall mean any liability (whether known or unknown,
whether absolute or contingent, whether liquidated or unliquidated, and whether
due or to become due) with respect to Taxes.

"TAX RETURN" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

"THIRD PARTY CLAIM" means a claim or demand made by any person or
corporation (other than an Indemnified Party) or any governmental authority or
other third party against an Indemnified Party.

"TRANSFERRED ASSETS" means all the Company's assets, properties and
rights of every nature (other than the Excluded Assets) including but not
limited to (i) all the Company's accounts receivable, including the accounts
receivable set forth on Schedule 3.9, (ii) all the Company's tangible assets,
including the assets set forth on Schedule 3.9, (iii) all the Company's
intangible assets and Proprietary Rights, including the "Doppelt" name and all
goodwill associated with the Business, and (iv) all the Company's rights
pursuant to Contracts and Governmental Permits, to the extent such Contracts and
Governmental Permits are transferable.

<PAGE>

SECTION 2. PURCHASE AND SALE

2.1 PURCHASE OF TRANSFERRED ASSETS. Subject to the terms and
conditions set forth in this Agreement, at the Closing, TCRS shall purchase
from the Company, and the Company shall sell, transfer, deliver and assign to
TCRS, all right, title and interest in and to the Transferred Assets, free
and clear of all Encumbrances other than Permitted Liens.

2.2 CLOSING. The Closing shall take place on the Closing Date at the
offices of Kahn, Kleinman, Yanowitz & Arnson in Cleveland, Ohio at 10:00 A.M.
local time, or at such other place or at such other time as Buyer and
Shareholder shall agree. At the Closing, (i) TCRS shall deliver to the Company
or Shareholder, as applicable (x) the cash portion of the Purchase Price and the
$2.0 million payment due pursuant to the Employment Agreement by wire transfer
of immediately available funds and (y) the Note, and (ii) the Company shall
deliver to TCRS a Bill of Sale in the form of Exhibit E hereto and such other
instruments of assignment as may be required to transfer the Transferred Assets,
free and clear of all Encumbrances other than Permitted Liens.

2.3 FURTHER ASSURANCES. From time to time after the Closing, the
Company and Shareholder will execute and deliver to TCRS such instruments of
sale, transfer, conveyance, assignment and delivery, and such consents,
assurances, powers of attorney and other instruments, as may be reasonably
requested by TCRS or its counsel in order to vest in TCRS all right, title and
interest in and to the Transferred Assets and otherwise in order to carry out
the purpose and intent of this Agreement.

2.4 POST-CLOSING ADJUSTMENT. Within thirty (30) days following the
Closing, the parties will agree upon an appropriate proration of rent, utilities
and similar charges associated with the Business for the month of August 1997
and a proration of the Company's credits for 1997 in favor of OfficeMax and
HomePlace, which proration in the case of such credits shall be based upon the
portion thereof attributable to collections with respect to such accounts prior
to Closing. The net amount resulting from such prorations shall be payable by
the appropriate party within ten (10) days after such determination.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND THE
COMPANY

Shareholder and the Company hereby jointly and severally represent and
warrant to Buyer and TCRS as follows:

3.1 ORGANIZATION. The Company is a corporation duly organized and
existing in good standing under the laws of the State of Ohio with full
corporate power and authority to own its properties and to carry on the
Business. The Company is qualified to do business as a foreign corporation
in good standing in the State of California. The Company has no offices in
any states other than Ohio and California and has received no written claims
or notices from any other jurisdiction that the Company may be required to
qualify in, or may otherwise be subject to taxation in, such other
jurisdiction. The Company has no subsidiaries and has no equity or other
ownership interest in any other entity or business enterprise.

<PAGE>

3.2 POWER AND AUTHORITY. Each of Shareholder and the Company has
all requisite power and authority to enter into this Agreement and to assume
and perform fully their obligations hereunder. This Agreement has been duly
authorized by all necessary corporate action on the part of the Company.
This Agreement has been duly executed by Shareholder and the Company and is a
valid and binding obligation of Shareholder and the Company enforceable
against Shareholder and the Company in accordance with its terms, subject
only to applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally.

3.3 CONSENTS AND APPROVALS. Except as set forth on Schedule 3.3,
no filings with, notices to, or approvals of any governmental or regulatory
body are required to be obtained or made by Shareholder or the Company in
connection with the consummation of the transactions contemplated hereby.

3.4 NO VIOLATIONS. The execution and delivery of this Agreement
and the performance by Shareholder and the Company of their obligations
hereunder (i) do not and will not conflict with or violate any provision of
the articles of incorporation or code of regulations (or similar
organizational documents) of the Company and (ii) except as set forth on
Schedule 3.4 or except for such of the following as, individually or in the
aggregate, would not have a Material Adverse Effect, do not and will not (a)
conflict with or result in a breach of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any
Encumbrance upon the capital stock or assets of the Company pursuant to, (d)
give any third party the right to modify, terminate or accelerate any
obligation under, (e) result in a violation of, or (f) require any
authorization, consent, approval, exemption or other action by or notice to
any court or administrative or governmental body or other third party
pursuant to, any law, statute, rule or regulation or any agreement,
instrument, order, judgment or decree to which the Company is subject or by
which any of its assets are bound.

3.5 RESERVED.

3.6 FINANCIAL STATEMENTS. The Historical Financials have been
prepared in accordance with the Company's historical cash basis accounting
practices in compliance with tax accounting requirements consistently applied
and are accurate in all material respects consistent with such requirements.
To Shareholder's actual knowledge, there is no liability or obligation
associated with the Business for which Buyer or TCRS will be liable following
the Closing other than the Assumed Liabilities.

3.7 INTERIM CHANGES. Except as set forth on Schedule 3.7, since
the date of the Latest Balance Sheet there have not been:

(a) any changes in the financial condition, assets, liabilities,
personnel or operations of the Business or in the Company's relationships
with clients or others with whom it has business dealings, other than changes
which individually or in the aggregate do not have a Material Adverse Effect;

(b) any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the Transferred Assets or the
Business;

<PAGE>

(c) any increase in the compensation or benefits paid or to
become payable to any officers of the Company or any increase in the
compensation or benefits payable to non-officer employees of the Company
other than in the ordinary course of business;

(d) any transfer, lease, license or other disposition of
assets of the Company other than Excluded Assets;

(e) any incurrence of indebtedness for borrowed money or any
Encumbrances placed on any of the assets of the Company other than
non-consensual Permitted Liens;

(f) any amendment or termination of any material lease,
contract, license or other agreement relating to the Business or any waiver
of material claims or rights of the Company against third parties;

(g) any material change in the collection, payment or credit
experience or practices of the Business or in the accounting practices,
procedures or methods of the Company;

(h) any material agreement, arrangement or transaction between
the Company and Shareholder or any Affiliate of Shareholder;

(i) any other transaction (whether or not in the ordinary
course of business) that, individually or in the aggregate, could have a
Material Adverse Effect; or

(j) any commitment with respect to any of the foregoing.

3.8 REAL PROPERTY.

(a) The Company owns no real property. Schedule 3.8 sets
forth a complete and correct list of all real properties or premises that are
leased in whole or in part by the Company, which properties constitute all
the real properties utilized in connection with the Business. Complete and
correct copies of all leases, guarantees of lease and other documents
concerning such real property have been made available to Buyer.

(b) Each lease of premises utilized by the Company in
connection with the Business is legal, valid and binding in all material
respects, as between the Company and the other party or parties thereto, and
the Company is a tenant or possessor in good standing thereunder, free of any
material default or breach and quietly enjoys the premises provided for
therein.

(c) Except as set forth on Schedule 3.8 (i) the Company has
all required legal or governmental approvals for each of the properties and
premises used or occupied by it, other than any such approvals the absence of
which, individually or in the aggregate, would not have a Material Adverse
Effect; (ii) each of such premises and properties is zoned for the purposes
for which such premises or properties are currently being used; and

<PAGE>

(iii) no material portion of such premises or properties has been condemned
or otherwise taken by any public authority, and to Shareholder's knowledge no
such condemnation or taking is threatened or contemplated by any public
authority.

3.9 PERSONAL PROPERTY. The Company has good and marketable title to
its assets, free and clear of all Encumbrances other than Permitted Liens.
Schedule 3.9 sets forth a complete listing of the Company's depreciable
assets and a list of accounts receivable and leases in progress of the
Company as of the date hereof. All of such accounts receivable and leases in
progress represent bona fide obligations arising in the ordinary course of
the Business and, except as set forth on Schedule 3.9, Shareholder has no
knowledge that such receivables are not fully collectible or that such leases
in progress will not be completed in the ordinary course. The Transferred
Assets constitute all of the assets, properties and other rights used in the
conduct of the Business.

3.10 INTELLECTUAL PROPERTY. Schedule 3.10 sets forth a complete
and correct list of all trademarks, trade names and other proprietary rights
owned or used by the Company in connection with the Business (collectively,
the "PROPRIETARY RIGHTS"). Except as set forth on Schedule 3.10, (a) the
Company owns and possesses all right, title and interest in and to, or has a
written and enforceable license to use, all of such Proprietary Rights free
and clear of all Encumbrances (other than Permitted Liens); (b) the Company
has received no notice of any claim by any third party contesting the
validity, enforceability, use or ownership of any Proprietary Rights nor to
Shareholder's knowledge is any such claim threatened; (c) the Company has not
infringed, misappropriated or otherwise conflicted in any material respect
with any proprietary rights of any third party, nor will any such
infringement, misappropriation or conflict occur as a result of the continued
operation of the Business as currently conducted; (d) all Proprietary Rights
set forth on Schedule 3.10 will be owned by or available for use by the TCRS
on identical terms and conditions immediately following the Closing; and (e)
the Company has made the necessary filings and recordations and has paid all
required fees to record and maintain its ownership of all registered
Proprietary Rights.

3.11 CONTRACTS. Schedule 3.11 sets forth a complete and correct
list of all Contracts relating to the Business to which the Company or
Shareholder is a party or to which the Business is subject (i) which involve
consideration with a value of $25,000 or more, (ii) which will require the
Company to purchase or provide goods or services for a period of more than 90
days after the Closing Date, (iii) which evidence or provide for any
indebtedness or any Encumbrance on any of the Company's assets, (iv) which
guarantee the performance, liabilities or obligations of any other entity,
(v) which restrict the ability of the Company or Shareholder to conduct any
business activities, (vi) which are not in the ordinary course of business,
(vii) which are subject to termination or modification by any third party as
a result of the transactions contemplated by this Agreement, or (viii) which
are otherwise material to the Business. The Company or Shareholder (as
applicable) is not in material breach of any agreement set forth on Schedule
3.11, nor to Shareholder's knowledge is any third party in material breach of
any such agreement. True and complete copies of all agreements set forth on
Schedule 3.11 have previously been delivered to Buyer.

<PAGE>

3.12 LITIGATION. Except as set forth on Schedule 3.12, there are no
pending (or to Shareholder's knowledge threatened) claims, actions, suits or
proceedings against the Company or Shareholder which, if adversely
determined, individually or in the aggregate, would have a Material Adverse
Effect. Neither the Company nor Shareholder is presently subject to any
injunction, order or other decree of any court of competent jurisdiction.

3.13 COMPLIANCE WITH LAWS. The Business has been conducted in
compliance with all applicable laws and regulations of governmental
authorities (including all laws and regulations relating to protection of the
environment and employee health and safety), except for such violations that
have been cured or that, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. The Company and
Shareholder possess, and are in compliance in all material respects with, all
Governmental Permits necessary to the conduct of the Business, and except as
set forth on Schedule 3.13 such Governmental Permits will be in full force
and effect for the benefit of the TCRS (to the extent transferable) following
the Closing Date.

3.14 LABOR MATTERS. Except as set forth on Schedule 3.14, the Company
is not a party to any collective bargaining agreement or any employment,
consulting or similar agreement or any agreement, plan or arrangement
providing for severance payments to any employee upon termination of
employment or which provide benefits upon a change in control. There is no
unfair labor practice charge, wrongful termination claim, employment
discrimination claim, grievance or other labor dispute pending (or to
Shareholder's knowledge threatened) against or with respect to the Company
nor to Shareholder's knowledge is there any basis therefor. There is no
existing labor strike, work stoppage or representation question respecting
any employees of the Company, nor to Shareholder's knowledge are there any
organizational efforts with respect to any employees of the Company.

3.15 CLIENT RELATIONSHIPS. Schedule 3.15 sets forth a listing of the
Company's ten largest clients in terms of net commissions collected from such
clients for the preceding two years and the current year to date. To
Shareholder's knowledge, except as set forth on Schedule 3.15, none of the
clients listed on Schedule 3.15 intends to terminate or adversely modify its
business relationship with the Company as a result of the transactions
contemplated hereby or otherwise.

3.16 TAX MATTERS.

(a) The Company is an S Corporation for federal income tax purposes.
The Company has timely filed all Tax Returns required to be filed through
the date hereof, and all such Tax Returns are true and complete in all
material respects. The Company has timely paid all Taxes that are due, or
claimed or asserted by any taxing authority to be due, from or with respect
to the Company or any Subsidiary for all periods prior to the date hereof,
whether or not shown on any Tax Return.

(b) No Tax Return of the Company has been audited or examined by the
Internal Revenue Service or any other taxing authority, and there is no pending
dispute or claim concerning any Tax Liability of the Company nor to
Shareholder's knowledge is there any

<PAGE>

reasonable basis therefor. There are no outstanding agreements, waivers or
arrangements extending the time within which the Company may file any Tax
Return or the statutory period of limitation applicable to any claim for, or
the period for the collection or assessment of, any Taxes due from or with
respect to the Company for any taxable period. Shareholder has previously
delivered to Buyer true and complete copies of all federal, state, local or
foreign income or franchise Tax Returns filed by the Company.

(c) Schedule 3.16 contains a list of all jurisdictions in which the
Company presently files Tax Returns. No claim has ever been made by an
authority in a jurisdiction where the Company does not file Tax Returns that it
is or may be subject to taxation by that jurisdiction.

3.17 EMPLOYEE BENEFIT PLANS.

(a) Schedule 3.17 contains an accurate and complete list of all
Employee Plans and all stock option, bonus or other incentive plans, vacation
policies, and other material employee benefit arrangements of the Company,
copies of which have been delivered to Buyer. Except as set forth on Schedule
3.17, no Employee Plan is a defined benefit plan (as defined in Section 3(35) of
ERISA), and the Company has no actual or potential liability with respect to any
defined benefit plan. No Employee Plan has incurred any accumulated funding
deficiency, whether or not waived, and none of the assets of the Company are
subject to any lien arising under 302(f) of ERISA or 412(n) of the Code. With
respect to each of the Employee Plans, all contributions attributable to plan
years ending on or prior to the Closing Date and all employer and salary
reduction employee contributions for all months ending on or prior to the
Closing Date have been made.

(b) The Company has no liability or potential liability
(including, but not limited to, actual or potential withdrawal liability) with
respect to (x) any multi-employer plan within the meaning of Section 4001(a)(3)
of ERISA, or (y) any Employee Plan of the type described in Section 4063 and
4064 of ERISA or in Section 413(c) of the Code (and regulations promulgated
thereunder). No Employee Plan provides any health, life or other welfare
benefits to retired or former employees of the Company, other than as required
by Section 4980B of the Code.

(c) Except as set forth on Schedule 3.17, each Employee Plan and
all related trusts, insurance contracts and funds (as applicable) have been
maintained, funded and administered in compliance in all material respects with
all applicable laws and regulations, including but not limited to ERISA and the
Code. Each Employee Plan that is intended to be qualified under Section 401(a)
of the Code, and each trust forming a part thereof, has received a favorable
determination letter from the Internal Revenue Service as to the qualification
under the Code of such Employee Plan and the tax exempt status of such related
trust, and there has been no change in the administration of such Employee Plan
since the date of such determination letter that could reasonably be expected to
adversely affect the qualification of such Employee Plan or the tax exempt
status of such related trust.

<PAGE>

(d) With respect to each Employee Plan, the Company has provided
Buyer with true, complete and correct copies, to the extent applicable, of (i)
all documents (including summary plan descriptions and other material employee
communications) pursuant to which such Employee Plan is maintained, funded and
administered, (ii) the most recent annual report (Form 5500 series) filed with
the Internal Revenue Service (with attachments), (iii) the most recent financial
statements, and (iv) all governmental rulings, determinations and opinions (and
pending requests for governmental rulings, determinations and opinions)
and correspondence with respect thereto.

3.18 INSURANCE. Schedule 3.18 contains a complete listing of all
policies of insurance carried by the Company, including the type and amount
of coverage, deductible levels and expiration dates. All premiums due with
respect to such policies have been paid and such policies are in full force
and effect and will remain in full force and effect through the Closing Date.

3.19 AFFILIATE INTERESTS. Except as disclosed in Schedule 3.19, the
Company is not a party to any transaction with (a) Shareholder, (b) any
employee, officer or director of the Company, (c) any relative of Shareholder
or of any such employee, officer or director, or (d) any entity, corporation
or partnership that, directly or indirectly, is controlled by or under common
control with Shareholder or with any such employee, officer, director or
relative, including without limitation any contract, agreement or other
arrangement (i) providing for the furnishing of services by such person, (ii)
providing for the rental of real or personal property from or to such person,
(iii) providing for the guaranty of any obligation of such person, (iv)
requiring any payment to such person which will continue beyond the Closing
Date, or (v) establishing any right or interest of such person in any of the
assets or rights of the Company.

3.20 FEES, COMMISSIONS AND EXPENSES. Except for fees payable to Brown,
Gibbons & Company Securities, Inc. which will be paid in full by the Company
concurrently with the Closing, the Company has no liability for any brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement.

3.21 INVESTMENT INTENT. The Company is an "accredited investor" as
defined in Regulation D of the Securities and Exchange Commission, is capable
of evaluating the merits and risks of an investment in the securities
issuable upon prepayment of the Note, and will be acquiring such securities
solely for purposes of investment and not with a view to any distribution
thereof in violation of applicable securities laws. The Company has had
access to all information concerning Buyer and its Affiliates as it has
requested in connection with its evaluation of an investment in such
securities (including the draft prospectus regarding the proposed initial
public offering by a newly-formed parent corporation of Buyer), and has had
an opportunity to ask questions of appropriate officers of Buyer.

3.22 NO OTHER REPRESENTATIONS OR WARRANTIES. Except as expressly set
forth in this Section 3, Shareholder makes no representations or warranties
(express or implied) in connection with the transactions contemplated by this
Agreement.

<PAGE>

SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER AND TCRS

Buyer and TCRS hereby jointly and severally represent and warrant to
Shareholder and the Company as follows:

4.1 ORGANIZATION. Buyer is a close corporation duly organized and
existing in good standing under the laws of Texas with full corporate power
and authority to own its properties and to carry on its business. TCRS is a
corporation duly organized and existing in good standing under the laws of
Delaware with full corporate power and authority to own its properties and to
carry on its business. TCRS is a wholly-owned subsidiary of Buyer that
presently conducts Buyer's Retail National Marketing business. Following the
Closing, Buyer will contribute its 80% interest in Build-to-Suit, Inc. to
TCRS.

4.2 POWER AND AUTHORITY. Each of Buyer and TCRS has all requisite power
and authority, corporate or otherwise, to enter into this Agreement and to
assume and perform fully its obligations hereunder. The execution and
delivery of this Agreement and the performance by Buyer and TCRS of their
obligations hereunder have been duly and validly authorized by all necessary
corporate action on the part of Buyer and TCRS. This Agreement is the valid
and binding obligation of Buyer and TCRS enforceable in accordance with its
terms, subject only to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally.

4.3 CONSENTS AND APPROVALS. No filings with, notices to, or approvals
of any governmental or regulatory body are required to be obtained or made by
Buyer or TCRS for the consummation by Buyer and TCRS of the transactions
contemplated hereby.

4.4 NO VIOLATIONS. The execution, delivery and performance of this
Agreement by Buyer and TCRS and the performance by Buyer and TCRS of their
obligations hereunder (i) do not and will not conflict with or violate any
provision of the certificate of incorporation or by-laws of Buyer or TCRS;
and (ii) do not and will not (a) conflict with or result in a breach of the
terms, conditions or provisions of, (b) constitute a default under, (c)
result in the creation of any lien, security interest, charge or encumbrance
upon its assets pursuant to, (d) give any third party the right to modify,
terminate or accelerate any obligation under, (e) result in a violation of,
or (f) require any authorization, consent, approval, exemption or other
action by or notice to any court or administrative or governmental body or
any third party pursuant to, any law, statute, rule or regulation or any
agreement, instrument, order, judgment or decree to which Buyer or TCRS is
subject.

4.5 LITIGATION. There are no claims, actions, suits or proceedings
pending against Buyer or TCRS or, to Buyer's best knowledge, threatened
against Buyer or TCRS before or by any court or governmental agency which, if
adversely determined, individually or in the aggregate, would have a material
adverse effect on Buyer's or TCRS' ability to consummate the transactions
contemplated hereby. Buyer and TCRS are not presently subject to any
injunction, order or other decree of any court of competent jurisdiction that
would have a material adverse effect on their ability to consummate the
transactions contemplated hereby.

<PAGE>

4.6 FEES, COMMISSIONS AND EXPENSES. Buyer and TCRS have no liability
for any brokerage commissions, finders' fees or similar compensation in
connection with the transactions contemplated by this Agreement.

SECTION 5. COVENANTS OF THE PARTIES

5.1 CONDUCT OF BUSINESS. From the date hereof to the Closing, except as
expressly contemplated by this Agreement or otherwise consented to by Buyer
in writing, Shareholder shall cause the Company to:

(a) conduct the Business only in the usual, regular and ordinary
course in substantially the same manner as heretofore conducted;

(b) maintain the tangible personal property of the Business in its
present condition, except for ordinary wear and tear and damage by
unavoidable casualty;

(c) preserve and maintain all Proprietary Rights used in the
Business substantially in accordance with current business practices;

(d) keep in full force and effect insurance comparable in amount and
scope of coverage to insurance now carried with respect to the Business;

(e) perform in all material respects all obligations under leases,
agreements, contracts and instruments relating to or affecting the Business;

(f) maintain the books of account and records of the Business in the
usual, regular and ordinary manner;

(g) comply in all material respects with all statutes, laws,
ordinances, rules and regulations applicable to the conduct of the Business;

(h) not enter any employment agreement or commitment to employees of
the Business or effect any increase in the compensation or benefits payable
or to become payable to any officer, director or employee of the Business
other than bonus payments to employees made prior to the Closing and
increases in non-officer employee compensation effected in the ordinary
course of business;

(i) not create or permit the creation of any Encumbrance on its
assets other than non-consensual Permitted Liens arising by operation of law;

(j) not enter into or modify any contract obligating it to purchase
goods or services for a period of 90 days or more, or sell, lease, license or
otherwise dispose of any asset of the Business (other than dispositions of
obsolete assets in the ordinary course of business) or acquire any
substantial assets;

<PAGE>

(k) not incur any indebtedness or capital lease obligation or make
any capital expenditure; and

(l) not authorize or enter into any commitment with respect to any
of the matters described in (h), (i), (j) or (k) above.

5.2 ACCESS TO INFORMATION.

(a) BUYER'S INVESTIGATION. Between the date of this Agreement and
the Closing Date, Shareholder will (i) give Buyer and its authorized
representatives (including lenders, legal counsel and accountants) reasonable
access to all employees, offices and other facilities of the Business and to
its books and records, (ii) permit Buyer and its authorized representatives
to make such inspections thereof as Buyer may reasonably require, and (iii)
furnish Buyer and its representatives and advisers with such financial and
operating data and other information with respect to the Business as Buyer
may from time to time reasonably request; provided, however, that any such
investigation shall be conducted in such a manner as not to interfere
unreasonably with the operation of the Business.

(b) CONFIDENTIALITY. If the transactions contemplated by this
Agreement are not consummated (and in any event prior to the Closing Date),
each party will maintain the confidentiality of all information and materials
obtained from the other parties and will not use or permit others to use such
information for any other purpose, except to the extent disclosure of any
such information is authorized by the party providing such information or is
required by law, and upon termination of this Agreement the parties and their
representatives will return all materials obtained from the other parties in
connection with the transactions contemplated by this Agreement and all
copies thereof. The provisions of this Section 5.2(b) will not apply to the
disclosure of information regarding the Business in the registration
statement for the proposed initial public offering by Buyer's parent
corporation to be filed with the Securities and Exchange Commission following
the Closing or to any information, documents or material which are in the
public domain other than by reason of a breach of this Section 5.2(b).

5.3 EFFORTS TO CONSUMMATE TRANSACTION. The parties shall use
commercially reasonable efforts to take or cause to be taken all such actions
required to consummate the transactions contemplated hereby including,
without limitation, such actions as may be necessary to obtain, prior to the
Closing, all necessary governmental or other third-party approvals and
consents required to be obtained by Shareholder or the Company in connection
with the consummation of the transactions contemplated by this Agreement. In
no event shall the failure of any party to obtain any governmental or third
party approvals or consents (notwithstanding its commercially reasonable
efforts) result in liability to such party in the event that the transaction
contemplated hereby fails to close by reason thereof on or before August 22,
1997.

5.4 NO SOLICITATION. Unless and until this Agreement shall have been
terminated pursuant to Section 8.1, Shareholder and the Company shall not,
directly or indirectly through any officer, director, employee, agent,
affiliate or otherwise, enter into any agreement, agreement in principle or
other commitment (whether or not legally binding) relating to a Competing
Transaction or solicit, initiate or encourage the submission of any proposal
or offer

<PAGE>

from any person or entity (including any of the Company's officers,
directors, employees and agents) relating to any Competing Transaction, nor
participate in any discussions or negotiations regarding, or furnish to any
other person or entity any information with respect to, or otherwise
cooperate in any way with, or assist or participate in, facilitate or
encourage, any effort or attempt by any other person or entity to effect a
Competing Transaction. Shareholder and the Company shall immediately cease
any and all contacts, discussions and negotiations with third parties
regarding any Competing Transaction. Shareholder and the Company shall notify
Buyer if any proposal regarding a Competing Transaction (or any inquiry or
contact with any person or entity with respect thereto) is made and shall
advise Buyer of the contents thereof (and, if in written form, provide Buyer
with copies thereof).

5.5 AMENDMENT OF DISCLOSURE SCHEDULES. From time to time prior to the
Closing Date, Shareholder will supplement or amend the schedules hereto with
respect to any matter known to him which, if existing or occurring at or
prior to the date of this Agreement, would have been required to be set forth
or described in the schedules hereto or which is necessary to correct any
information in such schedules or in any representation or warranty of
Shareholder which has been rendered inaccurate thereby. Such supplemented or
updated disclosures shall not be deemed a modification of Shareholder's
representations and warranties and shall not affect Buyer's rights under
Sections 6 and 7 hereof.

5.6 CERTAIN TAX MATTERS. The parties hereby agree to allocate the
Purchase Price among the Transferred Assets as set forth on Exhibit H hereto
and shall adhere to such allocation for Tax reporting purposes (including the
filing of IRS Form 8594). The parties further agree to exercise reasonable
efforts to reduce or eliminate any Tax that may be imposed as a result of the
transactions contemplated hereby.

SECTION 6. CLOSING CONDITIONS

6.1 OBLIGATION OF BUYER AND TCRS TO CLOSE. The obligation of Buyer and
TCRS to close the transactions contemplated hereby shall be subject to the
fulfillment and satisfaction, prior to or at the Closing, of the following
conditions, or the written waiver thereof by Buyer and TCRS:

(a) REPRESENTATIONS AND COVENANTS. The representations and
warranties of Shareholder and the Company contained in this Agreement shall
be true and correct in all material respects on and as of the Closing Date
with the same force and effect as though made on and as of the Closing Date.
Shareholder and the Company shall have performed and complied in all material
respects with all covenants and agreements required by this Agreement to be
performed or complied with by Shareholder or the Company on or prior to the
Closing Date. Shareholder and the Company shall have delivered to Buyer and
TCRS a certificate to the foregoing effect dated as of the Closing Date.

(b) NO INJUNCTION. No injunction or restraining order shall be in
effect which forbids or enjoins the consummation of the transactions
contemplated by this Agreement, no proceedings for such purpose shall be
pending, and no federal, state, local or foreign statute,

<PAGE>

rule or regulation shall have been enacted which prohibits, restricts or
delays the consummation of the transactions contemplated hereby.

(c) APPROVALS. All governmental and third party approvals,
consents, permits or waivers necessary for consummation of the transactions
contemplated by this Agreement shall have been obtained in form and substance
satisfactory to Buyer (it being understood that state brokerage license
filings will be made post-closing).

(d) STOCKHOLDER AGREEMENT. The Company and Shareholder shall have
executed and delivered to Buyer and TCRS a Stockholders Agreement in the form
of Exhibit F hereto.

(e) EMPLOYMENT AGREEMENT. Shareholder shall have executed and
delivered to Buyer an Employment Agreement in the form of Exhibit B hereto.

(f) LANDLORDS' CONSENTS. The Company shall have provided to Buyer
executed landlord's consents and estoppel letters with respect to each parcel
of real property leased by the Company in substantially the form of Exhibit C
hereto.

(g) LEGAL OPINION. Buyer shall have received the legal opinion of
Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A., counsel to Shareholder and the
Company, in the form of Exhibit D hereto.

(h) FINANCIAL STATEMENTS. Buyer shall have received (i) the
Company's financial statements for the year ended December 31, 1996 audited
by Ernst & Young and accompanied by an unqualified opinion of such firm, and
(ii) the Company's unaudited financial statements for the six months ended
June 30, 1997 reviewed by Ernst & Young.

(i) OPTION AGREEMENT. Doplin Air, Inc. shall have executed and
delivered to TCRS an Option Agreement in the form of Exhibit G hereto.

(j) CERTIFIED RESOLUTIONS. The Company shall have delivered
certified copies of resolutions duly adopted by the board of directors and
sole shareholder of the Company authorizing the transactions contemplated
hereby.

6.2 OBLIGATION OF SHAREHOLDER AND THE COMPANY TO CLOSE. The obligation
of Shareholder and the Company to close the transactions contemplated hereby
shall be subject to the fulfillment and satisfaction, prior to or at the
Closing, of the following conditions, or the written waiver thereof by
Shareholder:

(a) REPRESENTATIONS AND COVENANTS. The representations and
warranties of Buyer and TCRS contained in this Agreement shall be true and
correct in all material respects on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date. Buyer and
TCRS shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or
complied with by

<PAGE>

Buyer or TCRS on or prior to the Closing Date. Buyer and TCRS shall have
delivered to Shareholder and the Company a certificate to the foregoing
effect dated as of the Closing Date.

(c) RELATED AGREEMENTS. Buyer and/or TCRS (as applicable) shall
have executed and delivered the Stockholder Agreement, the Employment
Agreement, the Note and Assignment and Assumption Agreements in the form of
Exhibit I hereto with respect to certain Contracts included in the Assumed
Liabilities.

(d) LEGAL OPINION. The Company shall have received the legal
opinion of Brownstein Hyatt Farber & Strickland, P.C., counsel to Buyer and
TCRS, in the form of Exhibit J hereto.

(e) CERTIFIED RESOLUTIONS. Buyer and TCRS shall have delivered
certified copies of resolutions duly adopted by the board of directors of
Buyer and TCRS authorizing the transactions contemplated hereby.

6.3 EFFECT OF CLOSING. A party's election to proceed with the Closing
shall be deemed to constitute a waiver of satisfaction of the conditions to
such party's obligations hereunder but shall not affect such party's rights
and remedies under Section 7 hereof.

SECTION 7. INDEMNIFICATION

7.1 INDEMNIFICATION.

(a) BY SHAREHOLDER AND THE COMPANY. Shareholder and the Company
shall jointly and severally indemnify and hold harmless Buyer and TCRS
(collectively, the "Buyer Indemnified Parties"), at all times from and after
the Closing Date, against and in respect of Losses arising from or relating
to: (i) any breach of any of the representations or warranties made by
Shareholder and the Company in this Agreement (without regard to any
qualification as to materiality or the absence of a Material Adverse Effect
contained in any such representation or warranty), (ii) any breach of the
covenants and agreements made by Shareholder or the Company in this Agreement
or any Exhibit hereto delivered by Shareholder or the Company in connection
with the Closing, and (iii) all liabilities of the Company or Shareholder
other than the Assumed Liabilities, including all liabilities of any nature
arising from the conduct of the Business prior to the Closing.

(b) BY BUYER AND TCRS. Buyer and TCRS shall jointly and severally
indemnify and hold harmless Shareholder and the Company (collectively, the
"Seller Indemnified Parties") at all times from and after the Closing Date
against and in respect of Losses arising

<PAGE>

from or relating to: (i) any breach of any of the representations or
warranties made by Buyer and TCRS in this Agreement (without regard to any
materiality qualification contained in any such representation or warranty),
(ii) any breach of the covenants and agreements made by Buyer or TCRS in this
Agreement or any Exhibit hereto delivered by Buyer or TCRS in connection with
the Closing, and (iii) the Assumed Liabilities.

7.2 LIMITATIONS OF INDEMNITY. Notwithstanding the foregoing, (i) no
claim for indemnification shall be asserted by any Buyer Indemnified Party
with respect to any single Loss in an amount less than $10,000 (it being
understood that the aggregate amount of all Losses arising from the same
operative facts and circumstances shall be deemed a single Loss); (ii) no
amounts shall be payable by the Seller Indemnified Parties under this Section
7 (other than in the case of actual fraud) unless and until the aggregate
amount otherwise payable by the Seller Indemnified Parties in the absence of
this clause exceeds $300,000, in which event such amounts in excess of such
amount (but only such amounts in excess) shall be due; (iii) the Seller
Indemnified Parties shall not be liable for indemnification hereunder (other
than in the case of actual fraud) in an aggregate amount in excess of
$4,000,000 (less unreimbursed amounts paid by the Seller Indemnified Parties
(including reasonable legal fees and expenses) after the date hereof in
connection with Third Party claims based on the matters set forth on Schedule
3.13); and (iv) no claim for indemnification under this Section 7 shall first
be asserted against the Seller Indemnified Parties after December 31, 1998;
provided, however, that (x) a claim for indemnification related to a breach
of the first sentence of Section 3.9 may be asserted at any time, and (y) a
claim for indemnification related to a breach of Section 3.13, Section 3.14
or Section 3.16 or the matters described on Schedule 3.13, Schedule 3.14 or
Schedule 3.16 may be asserted at any time prior to the expiration of the
statute of limitations applicable thereto. Claims by a Seller Indemnified
Party against the Buyer Indemnified Parties for indemnification with respect
to the Assumed Liabilities may be asserted at any time prior to the
expiration of the statute of limitations applicable thereto.

7.3 PROCEDURE FOR INDEMNIFICATION CLAIMS.

(a) Any Indemnified Party asserting a right of indemnification
provided for under this Agreement in respect of a Third Party Claim shall
notify the Indemnifying Party in writing of the Third Party Claim within ten
business days after receipt by such Indemnified Party of written notice of
the Third Party Claim. As part of such notice, the Indemnified Party shall
furnish the Indemnifying Party with copies of any pleadings, correspondence
or other documents relating thereto that are in the Indemnified Party's
possession. The Indemnified Party's failure to notify the Indemnifying Party
of any such matter within the time frame specified above shall not release
the Indemnifying Party, in whole or in part, from its obligations under this
Section 7 except to the extent that the Indemnifying Party's ability to
defend against such claim is actually prejudiced thereby. The Indemnifying
Party agrees (and, at such time as the Indemnifying Party acknowledges its
liability under this Section 7 with respect to such Third Party Claim, the
Indemnifying Party shall have the sole and exclusive right) to defend
against, settle or compromise such Third Party Claim at the expense of such
Indemnifying Party. The Indemnified Party shall have the right (but not the
obligation) to participate in the defense of such claim through counsel
selected by it, which counsel shall be at the Indemnified Party's expense to
the extent that the Indemnifying Party has assumed the defense of such claim
unless

<PAGE>

counsel for the Indemnifying Party could not adequately represent the
interests of the Indemnified Party due to an actual or potential conflict of
interest, in which case such counsel shall be at the Indemnifying Party's
expense. The Indemnified Party shall cooperate with the Indemnifying Party
and provide such assistance at the Indemnifying Party's expense as the
Indemnifying Party may reasonably request in connection with the defense of
such claim, including but not limited to providing the Indemnifying Party
access to and use of all relevant corporate records and making available its
officers and employees for depositions, other pre-trial discovery and as
witnesses at trial, if required. If the Indemnifying Party refuses to
acknowledge its liability under this Section 7 with respect to such Third
Party Claim, then the Indemnified Party shall have the right to control the
defense of such Third Party Claim and shall have the right, without the
Indemnifying Party's consent, to settle or compromise such Third Party Claim.

(b) Any Third Party Claim made jointly against a corporate
Indemnified Party and any employee, director, officer or agent of such
corporate Indemnified Party which is otherwise properly presented by an
Indemnified Party within the purview of this Section 7 shall be deemed to be
included in the Indemnifying Party's defense and indemnification
responsibilities under this Section 7.

(c) In the event of any claim for indemnification hereunder that is
not a Third Party Claim, the Indemnified Party shall give reasonable notice
thereof to the Indemnifying Party and shall afford the Indemnifying Party
access to all relevant corporate records and other information in its
possession relating thereto.

(d) If any party becomes obligated to indemnify another party with
respect to any claim for indemnification hereunder and the amount of
liability with respect thereto shall have been finally determined, the
Indemnifying Party shall pay such amount to the Indemnified Party in
immediately available funds within ten days following written demand by the
Indemnified Party.

7.4 EXCLUSIVE REMEDY. The provisions for indemnification set forth in
this Section 7 are the exclusive remedies of the parties hereto arising out
of or in connection with this Agreement, and shall be in lieu of any rights
under contract, tort, equity or otherwise (other than claims based on actual
fraud).

SECTION 8. MISCELLANEOUS

8.1 TERMINATION. Anything herein to the contrary notwithstanding, this
Agreement may be terminated at any time prior to the Closing Date by mutual
written consent of Buyer and Shareholder. This Agreement shall terminate
automatically if for any reason the Closing shall not have occurred on or
before August 22, 1997. Time is of the essence with respect to the Closing
under the Agreement. Upon such termination, the parties shall have no
further liability hereunder (other than in the case of actual fraud or
refusal by a party to close notwithstanding the satisfaction of such party's
conditions to Closing), except that the provisions of Sections 5.2(b), 8.2
and 8.3 shall survive the termination of this Agreement.

<PAGE>

8.2 FEES AND EXPENSES. The Company will pay all fees and expenses
(including investment banking, legal and accounting fees) incurred by
Shareholder or the Company with respect to the transactions contemplated
hereby, and Buyer and TCRS will pay all of their costs and expenses. In the
event of litigation to enforce any provision of this Agreement, the
prevailing party shall be entitled to recover its attorneys' fees and other
costs from the non-prevailing party.

8.3 PUBLICITY. No press release or other public announcement concerning
this Agreement or the transactions contemplated hereby shall be made without
advance approval thereof by Shareholder and Buyer, except as required by law.

8.4 ENTIRE AGREEMENT. This Agreement and the exhibits delivered in
connection herewith constitute the entire agreement of the parties with
respect to the subject matter hereof. The representations, warranties,
covenants and agreements set forth in this Agreement and in any schedules or
exhibits delivered pursuant hereto constitute all the representations,
warranties, covenants and agreements of the parties hereto and upon which the
parties have relied, and except as specifically provided herein, no change,
modification, amendment, addition or termination of this Agreement or any
part thereof shall be valid unless in writing and signed by or on behalf of
the party to be charged therewith.

8.5 NOTICES. Any and all notices or other communications or deliveries
required or permitted to be given or made pursuant to any of the provisions
of this Agreement shall be deemed to have been duly given or made for all
purposes if (i) hand delivered, (ii) sent by a nationally recognized
overnight courier or (iii) sent by telephone facsimile transmission (with
prompt oral confirmation of receipt) as follows:

If to Buyer, at:

Trammell Crow Company
7535 East Hampden Avenue, Suite 650
Denver, CO 80231-4845
Attention: William Rothacker
Stephen M. Moyski
Lucy L. Dinneen
Telecopy No.: (303) 695-4334

With copies to:

Trammell Crow Company
2001 Ross Avenue
Dallas, TX 75201
Attention: George L. Lippe
Telecopy No.: (214)

<PAGE>

Brownstein Hyatt Farber & Strickland, P.C.
410 17th Street, 22nd Floor
Denver, CO 80202-4437
Attention: John R. Garrett, Esq.
Telecopy No.: (303) 623-1956

Vinson & Elkins, LLP
2001 Ross Avenue
3700 Trammell Crow Center
Dallas, TX 75201
Attention: Derek R. McClain
Telecopy No.: (214) 999-7879

If to Shareholder or the Company:

c/o Doppelt & Company
30195 Chagrin Boulevard
Suite 320
Pepper Pike, OH 44124
Telecopy No.: (216) 464-1891

With a copy to:

Kahn, Kleinman, Yanowitz & Arnson
Tower at Erieview, Suite 2600
1301 East 9th Street
Cleveland, OH 44114-1824
Attention: Richard S. Rivitz, Esq.
Telecopy No.: (216) 696-6744

or at such other address as any party may specify by notice given to the other
party in accordance with this Section 8.5. The date of giving of any such
notice shall be the date of hand delivery, the date sent by telephone facsimile,
and the day after delivery to the overnight courier service.

8.6 WAIVERS AND AMENDMENTS. This Agreement may be amended, superseded,
canceled, renewed or extended and the terms hereof may be waived only by a
written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance.

8.7 COUNTERPARTS. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together constitute one and
the same instrument.

8.8 GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Colorado,
without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of Colorado, or

<PAGE>

any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Colorado. Should any clause, section or
part of this Agreement be held or declared to be void or illegal for any
reason, all other clauses, sections or parts of this Agreement shall
nevertheless continue in full force and effect.

8.9 ASSIGNMENT. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their respective successors and permitted
assigns. Neither this Agreement nor any rights or obligations hereunder
shall be assignable by either party without the prior written consent of the
other party. Notwithstanding the foregoing, Buyer shall have the right to
assign its rights (but not its obligations) hereunder to one or more of its
Affiliates and to pledge its interest in this Agreement as security for any
financing in connection with the transactions contemplated hereby.

* * * * *

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on the date and year first above written.

TRAMMELL CROW COMPANY

By: /s/ William Rothaker
-------------------------------
Title: Executive Vice President

TRAMMELL CROW RETAIL SERVICES, INC.

By: /s/ William Rothaker
-------------------------------
Title: President

/s/ JEFFREY J. DOPPELT
--------------------------------------
JEFFREY J. DOPPELT

DOPPELT & COMPANY

By: /s/ Jeffrey J. Doppelt
-------------------------------
Title: Jeffrey J. Doppelt, President

<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBORDINATED PROMISSORY NOTE

$6,000,000 August 22, 1997

FOR VALUE RECEIVED, TRAMMELL CROW COMPANY, a Texas close corporation
("BORROWER"), hereby unconditionally (subject to the provisions of Section 3
below) promises to pay to DOPPELT & COMPANY, an Ohio corporation ("LENDER"), in
lawful money of the United States of America and in immediately available funds,
the principal sum of $6,000,000 (the "LOAN") on the dates and in the manner set
forth below.

This Note is executed and delivered in connection with that certain
Acquisition Agreement dated as of August 15, 1997, by and among Borrower,
Lender, Trammell Crow Retail Services, Inc. and Jeffrey J. Doppelt (as the same
may from time to time be amended, modified or supplemented, the "AGREEMENT").
All terms defined in the Agreement shall have the same definitions when used
herein, unless otherwise defined herein.

1. PRINCIPAL REPAYMENT. The outstanding principal amount of the Loan
shall be payable on August 22, 1998 (the "MATURITY DATE"), subject to the
provisions of Section 3 below. The Borrower may prepay this Note in cash at any
time without penalty, and may also prepay this Note in accordance with the
provisions of Section 4 below. All amounts payable hereunder shall be payable
to Lender at the address it specifies to Borrower in writing.

2. INTEREST. This Note shall be non-interest bearing. Notwithstanding
the foregoing, Borrower shall reimburse Lender to the extent necessary to make
Lender whole for any tax liability to Lender associated with the imputation of
interest on this Note under applicable provisions of the Internal Revenue Code
and comparable provisions of applicable state income tax laws, which
reimbursement shall be payable within five (5) business days after presentation
of a copy of Lender's federal and state income tax returns reflecting such
imputed interest. This reimbursement obligation shall continue in effect until
repayment of this Note in full in cash or pursuant to Section 4.

<PAGE>

3. SUBORDINATION.

(a) AGREEMENT TO SUBORDINATE. Subject to the provisions of Section 4, the
Borrower, for itself, its successors and assigns, covenants and agrees, and the
Lender by acceptance hereof, likewise covenants and agrees, that the payment of
this Note is hereby expressly subordinated to the extent and in the manner
hereinafter set forth in right of payment to the prior payment in full of the
Borrower's outstanding indebtedness for borrowed money, whether now existing or
hereafter created (the "SENIOR INDEBTEDNESS"), and that such subordination is
for the benefit of the holders of Senior Indebtedness. All persons who, in
reliance upon such provisions, become holders of, or continue to hold, Senior
Indebtedness, shall be entitled to rely hereon, and such provisions are made for
the benefit of the holders of Senior Indebtedness, and they or any of them may
proceed to enforce such provisions directly against the Lender.

(b) SUBORDINATION IN THE EVENT OF DEFAULT ON SENIOR INDEBTEDNESS. No
payment shall be made on this Note at such time as any default exists with
respect to any Senior Indebtedness. If any such payment is made, Lender (or its
assignee) shall remit to the holders of the Senior Indebtedness all such money
so received, which shall be applied to amounts due under the Senior
Indebtedness. In the absence of a default with respect to Senior Indebtedness,
this Note shall be payable when due. The provisions of this Section 3 shall not
prevent the Company from honoring its mandatory prepayment obligation pursuant
to Section 4.

(c) DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND REORGANIZATION;
SUBROGATION OF NOTE. Upon any distribution of assets of Borrower (or Borrower's
assignee) upon any dissolution, winding up, liquidation or reorganization of
Borrower (or Borrower's assignee), whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of Borrower
(or Borrower's assignee) or otherwise:

(1) the holders of all Senior Indebtedness shall first be entitled to
receive payment in full thereof before Lender is entitled to receive any payment
with respect to the indebtedness evidenced by this Note;

(2) any payment or distribution of assets of Borrower (or Borrower's
assignee) of any kind or character, whether in cash, property or securities, to
which Lender would be entitled except for the provisions of this Section 3 shall
be paid or delivered by Borrower (or Borrower's assignee) or any liquidating
trustee, trustee in bankruptcy, receiver, agent or other person making such
payment or distribution directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, as their interests appear, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid, after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and

2
<PAGE>

(3) in the event that, notwithstanding the foregoing, any payment or
distribution of assets of Borrower (or Borrower's assignee) of any kind or
character, whether in cash, property or securities (other than pursuant to
Section 4), shall be received by Lender before all Senior Indebtedness is paid
in full, such payment or distribution shall be paid over or delivered to the
holders of such Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, as their
interests appear, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in
full, after giving effect to any concurrent payment or distribution to the
holder of such Senior Indebtedness.

(d) AGREEMENT TO EFFECT SUBORDINATION. Lender by acceptance of this Note
agrees to take such action and execute such documents as may be necessary or
appropriate to effectuate the subordination as provided in this Section 3.

4. PREPAYMENT.

(a) MANDATORY PREPAYMENT. In the event that the Borrower or its parent
corporation consummates an initial public offering of its common stock (the
"COMMON STOCK") prior to the Maturity Date, the Borrower shall prepay the
principal amount of this Note immediately prior to the closing of such offering
by delivery of a number of shares of Common Stock determined by dividing such
principal amount by the public offering price of the Common Stock. In the event
that the Borrower or its parent corporation fails to consummate its initial
public offering prior to the Maturity Date, the Borrower shall prepay the
principal amount of this Note by delivery of a number of shares of the common
stock of Trammell Crow Retail Services, Inc., a Delaware corporation and a
wholly-owned subsidiary of Borrower ("TCRS"), representing 8.3% of the
outstanding TCRS common stock on the date hereof multiplied by the percentage of
the original principal amount of this Note so prepaid. Upon any prepayment of
this Note in the form of shares of Common Stock, Lender shall enter into a
customary "holdback agreement" with the underwriters for the Common Stock in the
same form executed by members of the Borrower's senior management.
Notwithstanding any provision to the contrary contained herein, this Note shall
automatically become due and payable in the event that Borrower fails to honor
its mandatory prepayment obligation within five (5) business days following the
date on which Borrower is obligated to deliver shares of Common Stock or TCRS
Common Stock in accordance with the provisions of this Section 4.

(b) MECHANICS OF PREPAYMENT. In the event this Note is prepaid in the
form of a delivery of shares of Common Stock or TCRS common stock pursuant to
this Section 4, the holder of this Note shall be treated for all purposes as the
record holder of such shares on the date of such prepayment, and shall
thereafter have the right to receive certificates representing such shares upon
surrender of this Note at the Borrower's principal executive offices.

(c) ISSUE TAXES. Borrower shall pay any and all issue and other taxes
that may be payable in respect of any issue or delivery of shares in connection
with prepayment of this Note

3
<PAGE>

pursuant to this Section 4; provided, however, that Borrower shall not be
obligated to pay any transfer taxes resulting from any transfer requested by
any holder in connection with any such issuance and delivery.

(d) FRACTIONAL SHARES. No fractional share shall be issued upon the
prepayment of this Note. Borrower shall, in lieu of issuing any fractional
share, pay Lender a sum in cash equal to the fair market value of such fraction
on the date of prepayment (as determined in good faith by the Board of Directors
of Borrower).

5. WAIVER. Borrower waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of this Note, and shall pay all costs of
collection when incurred, including, without limitation, reasonable attorneys'
fees, costs and other expenses. The right to plead any and all statutes of
limitations as a defense to any demands hereunder is hereby waived to the
fullest extent permitted by law.

6. ATTORNEY'S FEES. In the event of default by the Borrower (or its
assignee) in the payment of this Note, Lender shall be entitled to receive and
Borrower (or its assignee) agrees to pay all costs of collection incurred by
Lender, including, without limitation, reasonable attorney's fees for
consultation and suit.

7. AMENDMENT AND WAIVER. Any term of this Note may be amended and the
observance of any term of this Note may be waived (either generally or in a
particular instance and either retroactively or prospectively), with the written
consent of the Borrower and Lender. Any waiver or amendment effected in
accordance with this Section 7 shall be binding upon the holder of this Note and
the holder of any securities into which this Note may be converted (including
securities into which such securities have been converted), and upon each future
holder of this Note and all such securities and the Borrower.

8. GOVERNING LAW. This Note shall be governed by, and construed and
enforced in accordance with, the laws of the State of Colorado, excluding
conflict of laws principles that would cause the application of laws of any
other jurisdiction.

9. TRANSFER RESTRICTION. Neither this Note nor any interest therein may
be transferred or assigned by Lender (other than to Jeffrey J. Doppelt and his
spouse) prior to the Maturity Date.

4
<PAGE>

IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date
set forth above.

TRAMMELL CROW COMPANY

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

<PAGE>

STOCKHOLDERS AGREEMENT

Stockholders Agreement dated as of August 22, 1997 among (i) TRAMMELL
CROW RETAIL SERVICES, INC., a Delaware corporation (the "COMPANY"), (ii)
TRAMMELL CROW COMPANY, a Texas close corporation ("TCC"), (iii) DOPPELT &
COMPANY, an Ohio corporation ("DOPPELT"), and (iv) JEFFREY J. DOPPELT, the
holder of 100% of Doppelt's outstanding common stock. TCC and Doppelt are
referred to collectively as the "STOCKHOLDERS".

The parties hereby agree as follows:

SECTION 1. DEFINITIONS. For purposes of this Agreement, the
following terms have the indicated meanings:

"AFFILIATE" of a person means any other person controlling, controlled
by or under common control with such person, whether by ownership of voting
securities, by contract or otherwise.

"CAUSE" has the meaning set forth in Jeffrey Doppelt's employment
agreement with TCC.

"COMMON STOCK" means the Company's Common Stock, $.01 par value per
share, and any successor security to such Common Stock.

"FAIR MARKET VALUE" as of any date means the value of the Common Stock
determined by dividing (x) five times the Company's trailing 12-month EBITDA
(earnings before interest, taxes, depreciation and amortization determined in
accordance with generally accepted accounting principles consistently applied)
based on the most recent financial information of the Company available as of
such date less the amount of the Company's outstanding indebtedness for borrowed
money as of such date (other than indebtedness incurred to finance the Company's
acquisition of Doppelt and other indebtedness to the extent that the proceeds
thereof are distributed to TCC and not retained by the Company), by (y) the
number of shares of Common Stock on a fully-diluted basis as of such date giving
effect to the exercise of all options, warrants or similar rights to acquire
Common Stock.

"FORCED RESIGNATION" has the meaning set forth in Jeffrey Doppelt's
employment agreement with TCC.

"INDEPENDENT THIRD PARTY" means any person who does not own in excess
of 10% of the Common Stock on a fully-diluted basis, who is not controlling,
controlled by or under

<PAGE>

common control with any such 10% owner of Common Stock and who is not the
spouse, ancestor or descendant (by birth or adoption) of any such 10% owner
of Common Stock.

"INVESTOR STOCK" means Common Stock held by TCC, its Affiliates and
their respective transferees.

"HOLDBACK STOCK" means Management Stock with respect to which holdback
restrictions have not lapsed in accordance with the provisions of Section 2
hereof.

"MANAGEMENT STOCK" means Common Stock or TCC common stock now or
hereafter acquired by Doppelt.

"SALE OF THE COMPANY" means the acquisition of beneficial ownership of
a majority or more of the outstanding voting securities of the Company by any
person or "group" (as that term is used in Regulation 13D under the Securities
Exchange Act of 1934) other than TCC and its Affiliates.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"TCC COMMON STOCK" means the common stock of TCC or a newly-formed
Delaware corporation that will serve as a holding company for TCC in connection
with the initial public offering of TCC common stock.

"VOLUNTARY TERMINATION" means the voluntary termination of employment
with the Company by Jeffrey Doppelt within five years after the date hereof
other than as a result of a Forced Resignation.

SECTION 2. HOLDBACK RESTRICTIONS.

(a) RESTRICTIONS ON MANAGEMENT STOCK. Except as set forth in Section
2(b), Holdback Stock may not be sold, pledged or otherwise disposed of by
Doppelt without the Company's prior written consent. As of the date hereof, all
Management Stock held by Doppelt constitutes Holdback Stock. The transfer
restrictions set forth in this Section 2 will lapse on a cumulative basis (i)
with respect to 30% of the shares of such Management Stock on each of the first
and second anniversaries of the date hereof, (ii) with respect to 20% of the
Management Stock on the third anniversary of the date hereof, and (iii) with
respect to 10% of the Management Stock on each of the fourth and fifth
anniversaries of the date hereof; provided, however, that such transfer
restrictions shall lapse in full in the event of termination of Jeffrey
Doppelt's employment by the Company without Cause or in the event of either a
Sale of the Company or Jeffrey Doppelt's Forced Resignation, death or permanent
disability during the term of Doppelt's employment. Notwithstanding the
foregoing, Doppelt shall be entitled to receive all dividends declared with
respect to such Holdback Stock, to exercise all voting rights with respect to
such Holdback Stock and to exercise all other rights of ownership with respect
thereto, subject only to the transfer and

<PAGE>

repurchase restrictions set forth in this Agreement. In addition, Jeffrey
Doppelt agrees that his shares of Doppelt & Company common stock may not be
sold, pledged or otherwise disposed of during the five-year period beginning
on the date of this Agreement without the Company's prior written consent
other than pursuant to a Permitted Transfer described in clause (i) of
Section 2(b) below.

(b) CERTAIN PERMITTED TRANSFERS. Notwithstanding the provisions of
Section 2(a), (i) Management Stock may be transferred directly or indirectly to
members of Jeffrey Doppelt's family group (including by trust, gift, will or
pursuant to applicable laws of descent and distribution) and (ii) Doppelt may
transfer a beneficial interest in up to $650,000 of the Management Stock to
employees of Doppelt pursuant to a trust arrangement whereby Doppelt retains
ownership of such shares; provided that, in connection with any transfer
pursuant to this Section 2(b) (each, a "PERMITTED TRANSFER"), Jeffrey Doppelt
shall retain voting power over such stock and each such transferee shall agree
with the Company and TCC (or TCC's parent corporation) in writing to be bound by
the provisions of this Agreement, in which event such transferee shall be deemed
to be a "Stockholder" hereunder and such shares shall continue to constitute
Management Stock. Jeffrey Doppelt's "FAMILY GROUP" means Jeffrey Doppelt's
spouse and lineal descendants (whether natural or adopted) and any trust formed
and maintained solely for the benefit of Jeffrey Doppelt, his spouse and/or
lineal descendants.

SECTION 3. REPURCHASE ON TERMINATION OF EMPLOYMENT.

(a) REPURCHASE OPTION. Upon the termination of Jeffrey Doppelt's
employment with the Company for any reason, the Company may elect to repurchase
all but not less than all of the Management Stock held by Doppelt at a cash
price per share equal to Fair Market Value as of the date of termination.

(b) REPURCHASE PROCEDURE. The Company may exercise its option to
purchase Management Stock pursuant to this Section 3 by delivery to Doppelt,
within 30 days after the termination of Jeffrey Doppelt's employment, of a
written notice specifying the number of shares of Management Stock to be
repurchased. The closing of any repurchase of Management Stock pursuant to this
Section 3 shall take place not later than 90 days following the termination of
Jeffrey Doppelt's employment.

(c) CLAW-BACK RIGHTS. In the event that, within six months after any
repurchase of Management Stock pursuant to Section 3(a), either the Company's
outstanding stock or substantially all of the Company's assets is sold to a
third party that is not an Affiliate of TCC at a price reflecting a valuation
for the Common Stock in excess of the price paid for such Management Stock,
concurrently with such sale the Company shall pay to the Management Stockholder
an amount equal to such excess (determined on a per-share basis) multiplied by
the number of shares of Management Stock purchased from such Management
Stockholder.

<PAGE>

SECTION 4. OTHER RESTRICTIONS ON TRANSFER.

(a) RIGHT OF FIRST REFUSAL.

(i) Not less than 30 days prior to any proposed transfer of
Management Stock (other than a Permitted Transfer), the transferring
Stockholder shall deliver to TCC a written notice (the "OFFER NOTICE")
specifying in reasonable detail the number of shares to be transferred, the
identity of the transferee(s), the price (which shall be payable solely in
cash) and the other terms and conditions of the proposed transfer. TCC may
elect to purchase all but not less than all of the Management Stock
proposed to be transferred upon the terms and conditions specified in the
Offer Notice by delivering to the transferring Stockholder a written notice
of such election within the 20-day period following its receipt of the
Offer Notice (the "ELECTION PERIOD"). Any purchase of such shares by TCC
shall be consummated within 30 days following expiration of the Election
Period.

(ii) In the event that TCC does not elect to purchase the
Management Stock described in the Offer Notice, during the 30-day period
following expiration of the Election Period, the transferring Stockholder
may transfer such Management Stock to the transferee(s) specified in the
Offer Notice on terms no more favorable to such transferee(s) than those
specified in the Offer Notice. Any shares of Management Stock not
transferred within such 30-day period shall again be subject to this
Section 4(a) in connection with any proposed transfer thereof.

(b) STOCK LEGEND. The certificates representing Management Stock
shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON _______________, 19__, HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY
STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,
CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH
IN A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 22, 1997 AMONG
TRAMMELL CROW RETAIL SERVICES, INC. AND CERTAIN STOCKHOLDERS
THEREOF, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY THE
HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS.

<PAGE>

(c) OPINION OF COUNSEL. No Stockholder may sell, transfer or dispose
of any shares of Common Stock (other than pursuant to an effective registration
statement under the Securities Act) without first delivering to the Company upon
its request an opinion of counsel reasonably acceptable in form and substance to
the Company that registration under the Securities Act is not required in
connection with such transfer.

SECTION 5. SALE OF THE COMPANY. If the holders of a majority of
the Investor Stock approve a Sale of the Company to an Independent Third Party,
whether by merger, consolidation, sale of all of the outstanding Common Stock or
otherwise (an "APPROVED SALE"), the Stockholders shall consent to and raise no
objections against such Approved Sale (including exercising any rights of
appraisal) and shall take all necessary and desirable actions in their
capacities as stockholders in connection with the consummation of such Approved
Sale. If the Approved Sale is structured as a sale of stock, the Stockholders
shall agree to sell all of their shares of Common Stock and rights to acquire
shares of Common Stock on the terms and conditions approved by the holders of a
majority of the Investor Stock then outstanding. The obligations of the
Stockholders with respect to any Approved Sale are subject to the condition
that, upon the consummation of such Approved Sale, all of the holders of Common
Stock will receive the same form and amount of consideration per share of Common
Stock, or if any holders are given an option as to the form and amount of
consideration to be received, all holders will be given the same option.

SECTION 6. PARTICIPATION RIGHTS. Not less than 30 days prior to
any proposed transfer of Common Stock by TCC or any Affiliate of TCC (whether by
merger, consolidation, sale of Common Stock or otherwise), such transferring
Stockholder shall deliver to the other Stockholders a written notice (the "SALE
NOTICE") specifying in reasonable detail the identity of the proposed
transferee(s) and the terms and conditions of the proposed transfer. Each other
Stockholder may elect to participate in the proposed transfer by delivering to
the transferring Stockholder a written notice of such election within the 20-day
period following delivery of the Sale Notice. If any Stockholders elect to
participate in such transfer, the transferring Stockholder and each such
participating Stockholder will be entitled to sell in such proposed transfer, at
the same price and on the same terms, a number of shares of Common Stock equal
to the product of (i) the quotient determined by dividing the percentage of the
Common Stock then held by the transferring Stockholder or such participating
Stockholder, as the case may be, by the aggregate percentage of the Common Stock
then held by the transferring Stockholder and all participating Stockholders,
multiplied by (ii) the number of shares of Common Stock to be sold in such
proposed transfer. The participating Stockholders shall pay a pro rata portion
of the transaction expenses associated with such transfer. This Section 6 shall
not apply to transfers to Affiliates of TCC (provided that such Affiliates shall
continue to be bound by the terms hereof).

SECTION 7. PREEMPTIVE RIGHTS. If the Company proposes to issue any
shares of Common Stock or other securities exercisable for or convertible into
Common Stock (other than issuances for non-cash consideration, issuances to
directors, officers, employees and consultants of the Company, issuances to
lenders in connection with financing transactions and issuances pursuant to
registered public offerings), each Stockholder shall have the right of first
refusal to purchase a

<PAGE>

portion of such securities equal to such Stockholder's percentage interest in
the Common Stock on a fully-diluted basis immediately prior to such issuance.
The Company shall give each Stockholder at least 20 days' prior written
notice of any such proposed issuance setting forth in reasonable detail the
proposed terms and conditions thereof and shall offer to each Stockholder the
opportunity to purchase such securities at the same price, on the same terms,
and at the same time as the securities are proposed to be issued by the
Company. A Stockholder may exercise its right of first refusal by delivery
of an irrevocable written notice to the Company not more than 10 days after
delivery of the Company's notice. The obligation of the Stockholders
exercising their rights pursuant to this Section 7 to purchase and pay for
securities shall be conditioned upon the consummation of the proposed
issuance by the Company.

SECTION 8. RESERVED.

SECTION 9. REGISTRATION RIGHTS.

(a) PIGGYBACK REGISTRATION. In the event that, following the initial
public offering of TCC common stock (the "TCC IPO"), TCC or its parent
corporation proposes to register any TCC common stock under the Securities Act
in connection with a public offering for the account of TCC or its parent
corporation on any form (other than Form S-4 or Form S-8) that would legally
permit the inclusion of Management Stock, TCC or its parent corporation shall
give each of the holders of Management Stock written notice thereof as soon as
practicable but in no event less than 30 days prior to such registration, and
shall include in such registration all Management Stock requested in writing to
be included therein, subject to the limitations set forth in this Section 9(a).
If in connection with such proposed registration the managing underwriter for
such offering advises TCC or its parent corporation that the amount of
securities requested to be included therein exceeds the number of shares that
can be sold in such offering either (i) at a price reasonably related to the
then-current market value of the TCC common stock or (ii) without materially and
adversely affecting the offering, any shares to be sold by TCC or its parent
corporation in such offering shall have priority over any Management Stock, and
the shares to be included by holders of Management Stock in such registration
shall be reduced pro rata on the basis of the respective numbers of shares of
TCC common stock held by such holders and all other holders of TCC's securities
exercising similar registration rights.

(b) COSTS OF REGISTRATION. TCC or its parent corporation shall bear
the costs of each registration in which Stockholders participate pursuant to
this Section 9, including the reasonable fees and expenses of one counsel for
the selling holders of Management Stock (to be selected by the holders of a
majority of the Management Stock to be included in such registration) but
excluding any underwriting discounts or commissions on the sale of Management
Stock or the fees and expenses of any additional counsel retained by such
holders. As a condition to the inclusion of Management Stock in any
registration, the selling holders and TCC or its parent corporation shall
execute an underwriting agreement or similar agreement in a form reasonably
acceptable to TCC or its parent corporation and the underwriter(s), if any, for
such offering containing customary indemnification and holdback provisions.
Notwithstanding the foregoing, no holder of Management

<PAGE>

Stock shall be required to incur indemnification obligations (whether several
or joint and several) which is in excess of the net proceeds received by such
holder pursuant to such registration or which relates to information not
supplied by such holder for inclusion in the registration statement.

(c) APPLICABILITY OF RIGHTS. The provisions of this Section 9 shall
not apply to any holder of Management Stock whose shares of Management Stock are
freely tradeable under SEC Rule 144 without limitation as to volume.

SECTION 10. LIQUIDITY RIGHTS. In the event that the TCC IPO has
not occurred by the fifth anniversary of the date hereof and Jeffrey Doppelt is
no longer employed by TCC or its Affiliates (other than as a result of a
Voluntary Termination or Jeffrey Doppelt's election not to renew his Employment
Agreement pursuant to paragraph 1 thereof), Doppelt shall have the right,
exercisable on one occasion by delivery of written notice to the Company, to
require the Company or TCC to repurchase all or any portion of the then-
outstanding Management Stock at Fair Market Value. The closing of the purchase
of such Management Stock shall take place within 30 days of delivery of such
notice, and the Company shall pay the purchase price for such Management Stock
in cash in five equal installments payable on the date of closing and the
succeeding four anniversaries of such closing date. The portion of such
purchase price not paid on the closing date shall bear interest at the rate of
prime plus 2.0% per annum until paid.

SECTION 11. ASSIGNMENT OF RIGHTS; REPRESENTATIONS ON SALE. The
Company may assign to one or more third parties its right to repurchase shares
of Management Stock pursuant to Section 3, subject only to compliance with
applicable securities laws. The purchasers of Management Stock pursuant to
Sections 3 and 4 shall be entitled to receive customary representations and
warranties from the seller regarding the seller's good title to, and freedom
from liens, encumbrances and restrictions on the sale of, such Management Stock.

SECTION 12. TRANSFERS IN VIOLATION OF AGREEMENT. Any transfer or
attempted transfer of any Common Stock in violation of this Agreement shall be
void, and the Company shall not be obligated to record such transfer on its
books or treat any purported transferee of such Common Stock as the owner of
such shares for any purpose.

SECTION 13. AMENDMENT AND WAIVER. Except as otherwise provided
herein, no amendment or waiver of any provision of this Agreement shall be
effective against the Company or the holders of Investor Stock or Management
Stock unless such amendment or waiver is approved in writing by the Company, TCC
or Doppelt, as the case may be. Once so approved by TCC or Doppelt, such
amendment or waiver shall be binding on all holders of Investor Stock or
Management Stock, as applicable. The failure of any party to enforce any
provision of this Agreement shall not be construed as a waiver of such provision
and shall not affect the right of such party thereafter to enforce each
provision of this Agreement in accordance with its terms.

SECTION 14. SEVERABILITY. If any provision of this Agreement is held
to be invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction, such

<PAGE>

invalidity, illegality or unenforceability shall not affect any other
provision or any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

SECTION 15. ENTIRE AGREEMENT. Except as otherwise expressly set
forth herein, this document embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject
matter hereof in any way.

SECTION 16. SUCCESSORS AND ASSIGNS. This Agreement shall bind and
inure to the benefit of and be enforceable by the Company, TCC or its parent
corporation and their respective successors and transferees, and by Doppelt and
its Permitted Transferees, in each case so long as such persons hold Common
Stock.

SECTION 17. COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

SECTION 18. REMEDIES. The Company, TCC and Doppelt shall be entitled
to enforce their rights under this Agreement specifically, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that the Company, TCC or Doppelt may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and/or injunctive relief (without posting a bond or
other security) in order to enforce or prevent any violation of the provisions
of this Agreement. In the event of any legal proceedings seeking to enforce any
rights or obligations under this Agreement, the prevailing party shall be
entitled to recover its attorneys fees and costs in connection with such
proceeding from the non-prevailing party.

SECTION 19. NOTICES. Any notice provided for in this Agreement shall
be in writing and shall be either personally delivered, or sent by telecopy
(confirmed in writing) or sent by reputable overnight courier service for next-
day delivery (charges prepaid) to the parties at their respective addresses set
forth below, or at such address or to the attention of such other person as the

<PAGE>

recipient party has specified by prior written notice to the sending party.
Notices will be deemed to have been given hereunder when delivered personally,
on the date of transmission if sent by confirmed telecopy (or on the next
business day if transmission is not made on a business day) or on the next
business day after deposit with a reputable overnight courier service.

The Company's and TCC's address is:

7535 East Hampden Avenue
Suite 650
Denver, CO 80231-4845
Attention: William Rothacker
Stephen M. Moyski
Lucy L. Dinneen
Telecopy No.: (303) 695-4334

With a copy to:

Brownstein Hyatt Farber & Strickland, P.C.
410 Seventeenth Street, Suite 2200
Denver, Colorado 80220-4437
Attention: John R. Garrett, Esq.
Telecopy No.: (303) 623-1956

Doppelt's address is:

Doppelt & Company
30195 Chagrin Boulevard
Suite 320
Pepper Pike, OH 44124
Telecopy No.: (216) 464-1891

With a copy to:

Kahn, Kleinman, Yanowitz & Arnson
Tower at Erieview, Suite 2600
1301 East 9th Street
Cleveland, OH 44114-1824
Attention: Richard S. Rivitz, Esq.
Telecopy No.: (216) 696-6744

SECTION 20. GOVERNING LAW. The corporate law of Delaware shall
govern all issues concerning the relative rights of the Company and its
stockholders. All other questions

<PAGE>

concerning the construction, validity and interpretation of this Agreement
shall be governed by the internal law, and not the law of conflicts, of
Colorado.

SECTION 21. TERMINATION; SURVIVAL. This Agreement (other than
Sections 2 and 9 hereof) shall terminate and be of no further force and effect
upon consummation of the TCC IPO. This Agreement shall terminate in its
entirety on the tenth anniversary of the date hereof.

* * * * *

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

TRAMMELL CROW RETAIL SERVICES, INC.

By: /s/ William Rothaker
-----------------------------------
Name: William Rothaker
Title: President

TRAMMELL CROW COMPANY

By: /s/ William Rothaker
-----------------------------------
Name: William Rothaker
Title: Executive Vice President

DOPPELT & COMPANY

By: /s/ Jeffery J. Doppelt
-----------------------------------
Name: Jeffery J. Doppelt
Title: President

/s/ Jeffery J. Doppelt
--------------------------------------
Jeffrey J. Doppelt

<PAGE>

STOCKHOLDERS' AGREEMENT

DATED AS OF _________ ___, 1997

AMONG

TRAMMELL CROW COMPANY,
A DELAWARE CORPORATION,

AND

THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES HERETO

<PAGE>

STOCKHOLDERS' AGREEMENT

This Stockholders' Agreement (this "Agreement"), is made and entered into
as of ___________, 1997, by and among Trammell Crow Company, a Delaware
corporation (the "Company"), Crow Family Partnership, L.P. ("Crow"), J.
McDonald Williams ("Williams") and the other parties listed on the signature
pages hereto (the "Management Stockholders").

RECITALS

WHEREAS, following the merger of Trammell Crow Company, a Texas close
corporation, with and into TCC Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of the Company, both Crow and Williams will be owners
of shares of Common Stock, $.01 par value, of the Company ("Common Stock");

WHEREAS, the Company, Crow and Williams desire to enter into this
Agreement to reflect certain understandings they have reached with respect to
(i) the registration under the Securities Act of 1933 (the "Securities Act")
of shares of Common Stock owned by Crow, Williams and their assignees, (ii)
notice with respect to certain private transfers of shares of Common Stock
owned by Crow and Williams, (iii) the non-solicitation by each of the Company
and Crow of the other's officer-level employees and (iv) the nomination for
election to the Company's Board of Directors of a nominee of Crow, and the
Management Stockholders wish to enter into this Agreement to reflect their
agreement to vote in favor of such nominee;

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:

ARTICLE I - REGISTRATION RIGHTS

1.1 DEFINITIONS. For purposes of this Agreement, the following terms have
the following meanings when used herein with initial capital letters:

ADVICE: As defined in Section 1.5 hereof.

BLACKOUT PERIOD: As defined in Section 1.5 hereof.

CROW: As defined in the Recitals hereof.

COMMON STOCK: As defined in the Recitals hereof.

DEMAND NOTICE: As defined in Section 1.2 hereof.

DEMAND REGISTRATION: As defined in Section 1.2 hereof.

1
<PAGE>

EXCHANGE ACT: The Securities Exchange Act of 1934.

LOSSES: As defined in Section 1.7 thereof.

MANAGEMENT STOCKHOLDERS: As defined in the Recitals hereof.

NASDAQ: As defined in Section 1.5(l) hereof.

NOTICE: As defined in Section 1.2(b) hereof.

PIGGYBACK REGISTRATION: As defined in Section 1.3 hereof.

PROSPECTUS: The prospectus included in any Registration Statement
(including without limitation a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and all other amendments
and supplements to the Prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.

REGISTRABLE SECURITIES: The Shares, together with (a) other shares
of Common Stock held by Crow, Williams or their respective successors and
assigns that are "restricted securities" (as such term is defined in Rule
144) and (b) other shares of Common Stock issuable upon conversion, exercise
or exchange of other securities of the Company sold by the Company in a
private transaction to Crow, Williams or any of their affiliates that are
controlled by or under common control with Crow or Williams, from the
respective original issuance thereof until, in the case of any such share of
Common Stock, (i) it is effectively registered under the Securities Act and
disposed of in accordance with the Registration Statement covering it,(ii) it
is saleable by the holder thereof pursuant to Rule 144(k), or (iii) it is
distributed to the public by the holder thereof pursuant to Rule 144;
provided, however, that any shares of Common Stock held by assignees of Crow
that would otherwise be Registrable Securities shall cease to be Registrable
Securities immediately upon the effectiveness of the Registration Statement
filed on account of the sixth Underwritten Demand Registration effected
hereunder if not included in such Registration Statement. A share of Common
Stock shall not be deemed to be saleable by the holder thereof pursuant to
Rule 144(k) while one or more of its affiliates is a director of the Company.

REGISTRATION EXPENSES: As defined in Section 1.6 hereof.

REGISTRATION STATEMENT: Any registration statement of the Company
under the Securities Act that covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the related
Prospectus, all amendments and supplements to such registration statement
(including post-effective amendments), all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

<PAGE>

RULE 144: Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

SEC: The Securities and Exchange Commission.

SECURITIES ACT: As defined in the Recitals hereof.

SHARES: All shares of Common Stock acquired by Crow or Williams
pursuant to any of the transactions contemplated by the Agreement and Plan of
Merger dated as of August __, 1997 and any shares of Common Stock acquired by
either Crow or Williams prior to the consummation of such transactions.

SHELF DEMAND REGISTRATION: As defined in Section 1.2 (a) hereof.

SPECIAL COUNSEL: In connection with any registration of Registrable
Securities effected (or sought to be effected) hereunder, one counsel chosen
by the holders of a majority of such Registrable Securities.

UNDERWRITTEN DEMAND REGISTRATION. As defined in Section 1.2(a)
hereof.

UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration
in which securities of the Company are sold to an underwriter for reoffering
to the public.

WILLIAMS: As defined in the Recitals hereof.

1.2 DEMAND REGISTRATION.

(a) REQUESTS FOR REGISTRATION. At any time and from time to time
one or more holders of Registrable Securities will have the right, by written
notice delivered to the Company (a "Demand Notice"), to require the Company
to register ( a "Demand Registration") Registrable Securities under and in
accordance with the provisions of the Securities Act; PROVIDED, HOWEVER, that
(i) the Company shall have no obligation to file a Registration Statement on
account of any Demand Registration prior to the first anniversary of the
effectiveness of the Company's registration statement under the Exchange Act
with respect to the Common Stock, (ii) the Company shall have no obligation
to effect more than six Demand Registrations hereunder with respect to
underwritten offerings (each, an "Underwritten Demand Registration") and
shall be obligated to effect the sixth Underwritten Demand Registration
hereunder only if it registers for sale at least all remaining Registrable
Securities of Crow, (iii) no such Underwritten Demand Registration with
respect to an underwritten offering may be required unless the total amount
of Registrable Securities to be included in such Demand Registration has a
market value of least $25,000,000 (calculated based on the closing sale price
of such securities on the principal securities exchange on which such
securities are listed on the business day immediately preceding the date of
the Demand Notice) as of the time a Demand Notice is given, (iv) the Company
shall not be obligated to register for sale pursuant to any Demand
Registration that is not an Underwritten Demand Registration (a "Shelf Demand
Registration") a number of Registrable Securities that exceeds the product of
(A) five multiplied by

<PAGE>

(B) the maximum amount limitation prescribed by paragraph (e) (or successor
provision) of Rule 144 as of the time the Demand Notice is given and (v) the
Company shall have no obligation to (A) cause to be declared effective an
Underwritten Demand Registration within nine months (or file such
Registration Statement within seven months) after the effective date of the
Registration Statement filed on account of the immediately preceding Demand
Registration or (B) cause to be declared effective a Registration Statement
relating to a Shelf Demand Registration within 12 months (or file such
Registration Statement within ten months) after such effective date. Subject
to the foregoing, there shall be no limit on the number of Shelf Demand
Registrations that may be required pursuant to this Agreement. For purposes
of clause (ii) above, a Demand Registration shall be deemed to have been
effected if a Registration Statement has been filed on account of such Demand
Registration and thereafter either the holders of Registrable Securities
included therein elect not to pursue such Demand Registration or such
Registration Statement is declared effective; provided that a Registration
Statement that has not become effective shall not count against the number
provided in clause (ii) above if the request therefor is withdrawn pursuant
to Section 1.2(d).

(b) FILING AND EFFECTIVENESS. Subject to Section 1.2(a) hereof,
the Company will use all reasonable efforts to file a Registration Statement
relating to any Demand Registration within 60 calendar days of the date on
which the Demand Notice is given and will use all reasonable efforts to cause
the same to be declared effective by the SEC as soon as possible, but in any
event within 120 calendar days of the date on which the holders of
Registrable Securities first give the Demand Notice required by Section
1.2(a) hereof with respect to such Demand Registration.

All requests made pursuant to this Section 1.2 will specify the number of
Registrable Securities to be registered and will also specify the intended
methods of disposition thereof.

Nothing in this Article I shall prevent any holder of Registrable
Securities from giving a Demand Notice pursuant to this Section 1.2 while any
Registration Statement is in effect or during the period of any postponement
pursuant to Section 1.2(b) or any Blackout Period.

The Company will keep the Registration Statement filed in respect of any
Shelf Demand Registration effective for a period of six months from the date
on which the SEC declares such Registration Statement effective (subject to
extension pursuant to Section 1.5 hereof) or such shorter period that will
terminate when all Registrable Securities covered by such Registration
Statement have been sold pursuant to such Registration Statement.

Within ten calendar days after receipt of such Demand Notice, the Company
will serve written notice thereof (the "Notice") to all other holders of
Registrable Securities and will, subject to the provisions of Section 1.2(c)
hereof, include in such registration all Registrable Securities with respect
to which the Company receives written requests for inclusion therein within
20 calendar days after the receipt of the Notice by the applicable holder.
Subject to clause (iii) in the proviso in Section 1.2(a), the holders of
Registrable Securities will be permitted to withdraw in good faith all or
part of the Registrable Securities from a Demand Registration at any time
prior to the effective date of such Demand Registration, in which event the
Company will promptly amend or, if applicable, withdraw the related
Registration Statement.

<PAGE>

(c) PRIORITY ON DEMAND REGISTRATION. If Registrable Securities are
to be registered pursuant to a Demand Registration, the Company shall provide
written notice to the other holders of Registrable Securities and will permit
all such holders who request to be included in the Demand Registration to
include any and all Registrable Securities held by such holders in such
Demand Registration. Notwithstanding the foregoing, in the case of an
Underwritten Demand Registration, if the managing underwriter or underwriters
of the underwritten offering to which such Underwritten Demand Registration
relates advise the holders of Registrable Securities that, in its or their
opinion, the total amount of Registrable Securities that such holders intend
to sell pursuant to such Underwritten Demand Registration exceeds the maximum
amount that can be marketed (i) at a price reasonably related to the current
market price of the Common Stock or (ii) without materially and adversely
affecting such offering, then the number of Registrable Securities to be sold
pursuant to such Demand Registration will, if necessary, be reduced and there
will be included in such underwritten offering the number of Registrable
Securities that, in the opinion of such managing underwriter or underwriters,
can be sold at a price reasonably related to the current market price of the
Common Stock and without materially and adversely affecting the success of
such offering. Any reduction in Registrable Securities will be allocated PRO
RATA among the holders of Registrable Securities on the basis of the amount
of Registrable Securities requested to be included therein by each such
holder. Any holders of Common Stock that are not Registrable Securities who
are entitled to include their shares in a Demand Registration pursuant to
"piggyback" rights granted by the Company in compliance with Section 1.3(c)
shall have their shares excluded from the Demand Registration before any
Registrable Securities are excluded pursuant to this Section 1.2(c).

(d) POSTPONEMENT OF DEMAND REGISTRATION. The Company will be
entitled to postpone the filing or the effectiveness of any Demand
Registration for a reasonable period of time, if the Company determines, in
the good faith exercise of the business judgment of its Board of Directors
after consultation with counsel, that such registration and offering could
materially interfere during such period with BONA FIDE financing plans of the
Company or would require disclosure during such period of information, that
if disclosed prematurely, could materially and adversely affect the Company;
PROVIDED, HOWEVER, that the duration of all periods of Demand Registration
postponement pursuant to this Section 1.2(d), together with the duration of
all Blackout Periods referenced in the last paragraph of Section 1.5 hereof,
shall not exceed 180 days during any 12-month period; and provided further,
however, that the postponement of the filing period, pursuant to this Section
1.2(d), of any Underwritten Demand Registration and the first Shelf Demand
Registration effected hereunder shall not exceed 90 days. If the Company
postpones the filing of a Registration Statement, it will promptly notify the
holders of Registrable Securities in writing when the events or circumstances
permitting such postponement have ended. If the Company postpones the filing
or effectiveness of a Registration Statement, the holders of Registrable
Securities may elect to withdraw their request for such registration, and in
the case of an Underwritten Demand Registration, such registration shall not
be counted as one of the Underwritten Demand Registrations.

<PAGE>

1.3 PIGGYBACK REGISTRATION.

(a) RIGHT TO PIGGYBACK. If at any time the Company proposes to
file a registration statement under the Securities Act with respect to an
offering, whether or not for its account, of any class of equity securities,
or securities convertible into, exchangeable for or exercisable for a class
of equity securities of the Company (other than a registration statement (i)
on Form S-4, S-8 or any successor form thereto, (ii) filed in connection with
an exchange offer solely to the Company's existing stockholders or (iii)filed
solely in connection with an offering made solely to employees of the
Company), then the Company will give written notice of such proposed filing
to the holders of Registrable Securities at least 30 calendar days before the
anticipated filing date. Such notice will offer such holders the opportunity
to register such amount of Registrable Securities as each such holder may
request (a "Piggyback Registration"). Subject to Section 1.3(b) hereof, the
Company will include in each such Piggyback Registration all Registrable
Securities with respect to which the Company has received written requests
for inclusion therein. The holders of Registrable Securities will be
permitted to withdraw all or part of the Registrable Securities from a
Piggyback Registration at any time prior to the effective date of such
Piggyback Registration.

(b) PRIORITY ON PIGGYBACK REGISTRATIONS. The Company will cause
the managing underwriter or underwriters of a proposed underwritten offering
on behalf of the Company or others who have demanded such registration to
permit holders of Registrable Securities requested to be included in the
registration for such offering to include therein all such Registrable
Securities requested to be so included on the same terms and conditions as
any securities of the Company included therein. Notwithstanding the
foregoing, if the managing underwriter or underwriters of such offering
deliver an opinion to the holders of Registrable Securities to the effect
that the total amount of securities which such holders and the Company or
others who demanded such registration propose to include in such offering
exceeds the maximum amount that can be marketed (i) at a price reasonably
related to the current market price of the Common Stock or (ii) without
materially and adversely affecting such offering, then the amount of
securities to be included therein for the account of holders of Registrable
Securities (allocated PRO RATA among such holders on the basis of the
Registrable Securities requested to be included therein by each such holder)
and other holders of Common Stock holding "piggyback" registration rights
that are PARI PASSU with those of the holders of Registrable Securities
granted in compliance with Section 1.3(c) will be reduced (pro rata among all
such holders and to zero if necessary) to reduce the total amount of
securities to be included in such offering to the amount recommended by such
managing underwriter or underwriters. The managing underwriter or
underwriters, applying the same standard, may also (i) exclude entirely from
such offering all Registrable Securities proposed to be included in such
offering to the extent the Registrable Securities are not of the same class
as securities of the Company included in such offering or (ii) exclude
entirely from such offering (notwithstanding the last sentence of Section
1.3(a) above) any Registrable Securities as to which powers of attorney
and/or custody arrangements reasonably satisfactory to such managing
underwriter or underwriters and the Company are not established in a time
frame reasonably satisfactory to such parties.

(c) REGISTRATION OF SECURITIES OTHER THAN REGISTRABLE SECURITIES.
Without the written consent of the holders of 90% of the then-outstanding
Registrable Securities, the Company will not grant to any person the right
(whether demand or piggyback) to request the Company to

<PAGE>

register any securities of the Company under the Securities Act; PROVIDED,
HOWEVER, that (i) without the consent of the holders of Registrable
Securities, the Company may grant pursuant to a separate agreement to any
person piggyback registration rights on a PARI PASSU basis with those granted
to the holders of Registrable Securities pursuant to Section 1.3 hereof and
(ii) with the consent of the holders of 66 2/3% of the then-outstanding
Registrable Securities, the Company may grant pursuant to a separate
agreement to any person demand registration rights to request the Company to
register any securities of the Company under the Securities Act that are not
more favorable to such person than the rights of a holder of Registrable
Securities under this Agreement.

1.4 RESTRICTIONS ON SALE BY HOLDERS OF REGISTRABLE SECURITIES. Each
holder of Registrable Securities agrees (a) if such holder is so requested
(pursuant to a timely written notice) by the managing underwriter or
underwriters of an underwritten offering of shares of Common Stock or
securities of any class that are convertible into or exchangeable or
exercisable for shares of Common Stock, not to effect any public sale or
distribution of any of the Company's securities of such class (except as part
of such underwritten offering), including a sale pursuant to Rule 144, during
the 10-calendar day period prior to, and during the 90-calendar day period
beginning on, the closing date of such underwritten offering and (b) if
requested, to execute a letter agreement to such effect for the benefit of
the underwriters.

1.5 REGISTRATION PROCEDURES. In connection with the Company's
registration obligations pursuant to Sections 1.2 and 1.3 hereof, the Company
will effect such registrations to permit the sale of such Registrable
Securities in accordance with the intended method or methods of disposition
thereof, and pursuant thereto the Company will as expeditiously as possible,
in each case, to the extent applicable:

(a) Prepare and file with the SEC a Registration Statement or
Registration Statements on any appropriate form under the Securities Act
available for the sale of the Registrable Securities by the holders thereof
in accordance with the intended method or methods of distribution thereof,
and cause each such Registration Statement to become effective and remain
effective as provided herein; PROVIDED, HOWEVER, that before filing a
Registration Statement or Prospectus or any amendment or supplement thereto
(including any document that would be incorporated or deemed to be
incorporated thereby by reference), the Company will furnish to the holders
of the Registrable Securities covered by such Registration Statement, the
Special Counsel and the managing underwriters, if any, copies of all such
documents proposed to be filed, which documents will be subject to the review
of such holders, the Special Counsel and such underwriters, and the Company
will not file any such Registration Statement or amendment thereto or any
Prospectus or any supplement thereto (including such documents which, upon
filing, would be incorporated or deemed to be incorporated by reference
therein) to which the holders of a majority of the Registrable Securities
covered by such Registration Statement, the Special Counsel or the managing
underwriter, if any, shall reasonably object on a timely basis.

(b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary
to keep such Registration Statement continuously effective for the applicable
period specified in Section 1.2; cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to
be filed

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<PAGE>

pursuant to Rule 424 (or any similar provisions then in effect) under the
Securities Act; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement as so amended or to such Prospectus as so supplemented.

(c) Notify the selling holders of Registrable Securities, the
Special Counsel and the managing underwriters, if any, promptly, and (if
requested by any such person) confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective,(ii) of any request by the SEC
or any other federal or state governmental authority for an amendment or
supplement to a Registration Statement or related Prospectus or for
additional information,(iii) of the issuance by the SEC or any other federal
or state governmental authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose,(iv) if at any time the representations and
warranties of the Company contained in any agreement contemplated by Section
1.5(n) hereof (including any underwriting agreement) cease to be true and
correct,(v) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (vi) of the occurrence of any
event which makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or which requires the
making of any changes in a Registration Statement, Prospectus or documents so
that, in the case of the Registration Statement, it will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and, in the case of the Prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and (vii) of the
Company's reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.

(d) Use reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement, or the lifting of
any suspension of the qualification (or exemption from qualification) of any
of the Registrable Securities for sale in any jurisdiction, at the earliest
possible moment.

(e) If requested by the managing underwriters, if any, or the
holders of a majority of the Registrable Securities being registered, (i)
incorporate in a Prospectus supplement or post-effective amendment such
information as the managing underwriters, if any, and such holder agree
should be included therein as may be required by applicable law, and (ii)
make all required filings of such Prospectus supplement or such
post-effective amendment as soon as practicable after the Company has
received notification of the matters to be incorporated in such Prospectus
supplement or post-effective amendment; PROVIDED, HOWEVER, that the Company
will not be required to take any actions under this Section 1.5(e) that are
not, in the opinion of counsel for the Company, in compliance with the
applicable laws.

<PAGE>

(f) Furnish to each selling holder of Registrable Securities, the
Special Counsel and each managing underwriter, if any, without charge, at
least one conformed copy of the Registration Statement and any post-effective
amendment thereto, including financial statements (but excluding schedules,
all documents incorporated or deemed to be incorporated therein by reference
and all exhibits, unless requested in writing by such holder, counsel or
underwriter).

(g) Deliver to each selling holder of Registrable Securities, the
Special Counsel and the underwriters, if any, without charge, as many copies
of the Prospectus or Prospectuses relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or supplement
thereto as such persons may reasonably request; and the Company hereby
consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling holders of Registrable Securities and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or
supplement thereto.

(h) Prior to any public offering of Registrable Securities, to
register or qualify and cooperate with the selling holders of Registrable
Securities, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions within the
United States as any seller or underwriter reasonably requests in writing;
use all reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period such Registration
Statement is required to be kept effective and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdiction
of the Registrable Securities covered by the applicable Registration
Statement; PROVIDED, HOWEVER, that the Company will not be required to (i)
qualify generally to do business in any jurisdiction in which it is not then
so qualified or (ii) take any action that would subject it to any general
service of process in any such jurisdiction in which it is not then so
subject.

(i) Cooperate with the selling holders of Registrable Securities
and the managing underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold
and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, shall request
at least two business days prior to any sale of Registrable Securities to the
underwriters.

(j) Use all reasonable efforts to cause the Registrable Securities
covered by the applicable Registration Statements to be registered with or
approved by such other governmental agencies or authorities within the United
States except as may be required solely as a consequence of the nature of
such selling holder's business, in which case the Company will cooperate in
all reasonable respects with the filing of such Registration Statement and
the granting of such approvals as may be necessary to enable the seller or
sellers thereof or the underwriters, if any, to consummate the disposition of
such Registrable Securities.

(k) Upon the occurrence of any event contemplated by Section
1.5(c)(vi) or 1.5(c)(vii) hereof, prepare a supplement or post-effective
amendment to each Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference or file

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<PAGE>

any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

(l) Use all reasonable efforts to cause all Registrable Securities
covered by such Registration Statement to be (i) listed on each securities
exchange, if any, on which similar securities issued by the Company are then
listed or, if no similar securities issued by the Company are then so listed,
on the New York Stock Exchange or another national securities exchange if the
securities qualify to be so listed or (ii) authorized to be quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") or the National Market System of NASDAQ if the securities qualify
to be so quoted; in each case, if requested by the holders of a majority of
the Registrable Securities covered by such Registration Statement or the
managing underwriters, if any.

(m) Prior to the effective date of the first Demand Registration or
the first Piggyback Registration, whichever shall occur first,(i) engage an
appropriate transfer agent and provide the transfer agent with printed
certificates for the Registrable Securities in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the
Registrable Securities.

(n) Enter into such agreements (including, in the event of an
underwritten offering, an underwriting agreement in form, scope and substance
as is customary in underwritten offerings) and take all such other actions in
connection therewith (including those requested by the holders of a majority
of the Registrable Securities being sold or, in the event of an underwritten
offering, those requested by the managing underwriters) to expedite or
facilitate the disposition of such Registrable Securities and in such
connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration, (i) make
such representations and warranties to the holders of such Registrable
Securities and the underwriters, if any, with respect to the business of the
Company and its subsidiaries, the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and
when requested;(ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and the holders
of a majority of the Registrable Securities being sold) addressed to such
selling holder of Registrable Securities and each of the underwriters, if
any, covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested
by such holders and underwriters, including without limitation the matters
referred to in Section 1.5(n)(i) hereof; (iii) use its best efforts to obtain
"comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other certified public
accountants of any subsidiary of the Company or of any business acquired by
the Company for which financial statements and financial data is, or is
required to be, included in the Registration Statement), addressed to each
selling holder of Registrable Securities and each of the underwriters, if
any, such letters to be in customary form and covering matters of the type
customarily covered in "comfort" letters in connection with underwritten
offerings; and (iv) deliver such documents and certificates

10
<PAGE>

as may be requested by the holders of a majority of the Registrable
Securities being sold, the Special Counsel and the managing underwriters, if
any, to evidence the continued validity of the representations and warranties
of the Company and its subsidiaries made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in the
underwriting agreement or similar agreement entered into by the Company. The
foregoing actions will be taken in connection with each closing under such
underwriting or similar agreement as and to the extent required thereunder.

(o) Make available for inspection by a representative of the
holders of Registrable Securities being sold, any underwriter participating
in any disposition of Registrable Securities, and any attorney or accountant
retained by such selling holders or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the officers, directors and employees of the Company
and its subsidiaries to supply all information reasonably requested by any
such representative, underwriter, attorney or accountant in connection with
such Registration Statement; PROVIDED, HOWEVER, that any records, information
or documents that are designated by the Company in writing as confidential at
the time of delivery of such records, information or documents will be kept
confidential by such persons unless (i) such records, information or
documents are in the public domain or otherwise publicly available, (ii)
disclosure of such records, information or documents is required by court or
administrative order or is necessary to respond to inquiries of regulatory
authorities, or (iii) disclosure of such records, information or documents,
in the opinion of counsel to such person, is otherwise required by law
(including, without limitation, pursuant to the requirements of the
Securities Act).

(p) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earnings statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no
later than 45 calendar days after the end of any 12-month period (or 90
calendar days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable
Securities are sold to underwriters in a firm commitment or best efforts
underwritten offering, and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the
Company, after the effective date of a Registration Statement, which
statements shall cover said 12-month period.

(q) In connection with an offering pursuant to an Underwritten
Demand Registration, cause appropriate members of its management to cooperate
and participate on a customary basis in the underwriters' "road show"
conferences related to such offering; PROVIDED, HOWEVER, that (i) such
obligation to cooperate and participate shall be limited to such offerings,
if any, in which the total amount of Registrable Securities included therein
has a market value of at least $50,000,000 (calculated based on the closing
sale price of such securities on the principal securities exchange on which
such securities are listed on the business day immediately preceding the date
of the Demand Notice), (ii) such obligation to cooperate and participate
shall be limited to three such road shows in total, (iii) the Company shall
not be obligated to participate in any road show for more than five business
days and (iv) the Company shall not be obligated to participate in more than
one such road show in any twelve month period.

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<PAGE>

The Company may require each seller of Registrable Securities as to which
any registration is being effected to furnish to the Company such information
regarding the distribution of such Registrable Securities as the Company may,
from time to time, reasonably request in writing and the Company may exclude
from such registration the Registrable Securities of any seller who
unreasonably fails to furnish such information within a reasonable time after
receiving such request.

Each holder of Registrable Securities will be deemed to have agreed by
virtue of its acquisition of such Registrable Securities that, upon receipt
of any notice from the Company of the occurrence of any event of the kind
described in Section 1.5(c)(ii), 1.5(c)(iii), 1.5(c)(v), 1.5(c)(vi) or
1.5(c)(vii) hereof, such holder will forthwith discontinue disposition of
such Registrable Securities covered by such Registration Statement or
Prospectus until such holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 1.5(k) hereof, or until it is
advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus. In the event the Company shall
give any such notice, the time period prescribed in the third paragraph of
Section 1.2(b) hereof will be extended by the number of days during the time
period (each, a "Blackout Period") from and including the date of the giving
of such notice to and including the date when each seller of Registrable
Securities covered by such Registration Statement shall have received (v) the
copies of the supplemented or amended Prospectus contemplated by Section 5(k)
or (vi) the Advice. The duration of any Blackout Periods, together with the
duration of all periods of Demand Registration postponement pursuant to
Section 1.2(d) hereof, shall not exceed 180 days during any 12-month period.

1.6 REGISTRATION EXPENSES. (a) All fees and expenses incident to the
performance of or compliance with Article I of this Agreement by the Company,
whether or not any of the Registration Statements are filed or become
effective, are referred to herein as "Registration Expenses." Registration
Expenses will include, without limitation, (i) all registration and filing
fees (including without limitation fees and expenses (A) with respect to
filings required to be made with the National Association of Securities
Dealers, Inc. and (B) of compliance with securities or "blue sky" laws
(including without limitation fees and disbursements of counsel for the
underwriters or selling holders in connection with "blue sky" qualifications
of the Registrable Securities and determination of the eligibility of the
Registrable Securities for investment under the laws of such jurisdictions as
the managing underwriters, if any, or holders of a majority of the
Registrable Securities being sold may designate)), (ii) printing expenses
(including without limitation expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository
Trust Company and of printing prospectuses if the printing of prospectuses is
requested by the holders of a majority of the Registrable Securities included
in any Registration Statement), (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company; (v)
reasonable fees and disbursements of the Special Counsel for the sellers of
the Registrable Securities, (vi) fees and disbursements of all independent
certified public accountants referred to in Section 1.5(n)(iii) hereof
(including the expenses of any special audit and "comfort" letters required
by or incident to such performance), (vii) any fees and expenses of any
"qualified independent underwriter" or other independent appraiser
participating in an offering pursuant to Section 3 of Schedule E to the
Bylaws of the National Association of Securities Dealers, Inc., (viii)
Securities Act liability insurance if the Company so desires such insurance,
(ix) fees and expenses incurred in connection with the listing

12
<PAGE>

of the securities to be registered on any securities exchange on which
similar securities issued by the Company are then listed, (x) all travel and
other expenses of participation in underwriters' road shows in connection
with Piggyback Registrations (to the extent not borne by the underwriters)
and (xi) fees and expenses of all other persons retained by the Company.
Registration Expenses shall not include the Company's internal expenses
(including without limitation all salaries and expenses of its officers and
employees performing legal or accounting duties) and the expense of any
annual audit, nor shall Registration Expenses include any travel or other
expenses of road shows in connection with Demand Registrations or any
underwriting discount or selling commission with respect to any sale of
Registrable Securities pursuant to this Agreement.

(b) The Company shall bear all Registration Expenses incurred in
connection with the first three Underwritten Demand Registrations effected
(or sought to be effected) hereunder and all Shelf Demand Registrations and
all Piggyback Registrations effected (or sought to be effected) hereunder.
Registration Expenses relating to any subsequent Underwritten Demand
Registration shall be borne 50% by the Company and 50% by the holders of the
Registrable Securities included (or, if the Registration Statement is not
filed, sought to be included) therein, pro rata based on the number of
Registrable Securities of each such holder included (or, if the Registration
Statement is not filed, sought to be included) therein. All travel and other
expenses of participation in underwriters' road shows in connection with any
Demand Registration shall be borne by the holders of the Registrable
Securities included (or sought to be included) in the related Registration
Statement, pro rata on the basis described in the immediately preceding
sentence, and any underwriting discount or selling commission with respect to
any sale of Registrable Securities pursuant to this Agreement shall be borne
by the holders of the Registrable Securities selling such securities. In
connection with any Demand Registration for which a portion of the
Registration Expenses or road show expenses are to be borne by holders of
Registrable Securities, the Company may require that such holders' portion of
the Registration Expenses or road show expenses, or both (in any amount or
amounts reasonably estimated by the Company), be advanced from time to time
by such holders to the Company. All Registration Expenses incurred in
connection with any Piggyback Registration and all of the Company's internal
expenses and the expense of any annual audit shall be borne by the Company.

1.7 INDEMNIFICATION.

(a) INDEMNIFICATION BY THE COMPANY. The Company will, without
limitation as to time, indemnify and hold harmless, to the fullest extent
permitted by law, each holder of Registrable Securities registered pursuant to
this Agreement, the officers, directors and agents and employees of each of
them, each person who controls such holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of any such controlling person, from and against
all losses, claims, damages, liabilities, costs (including without limitation
the costs of investigation and attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
Prospectus or form of Prospectus or in any amendment or supplement thereto or in
any preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same

13
<PAGE>

are based solely upon information furnished in writing to the Company by such
holder expressly for use therein; PROVIDED, HOWEVER, that the Company will
not be liable to any holder of Registrable Securities to the extent that any
such Losses arise out of or are based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any preliminary
prospectus if either (i)(A) such holder failed to send or deliver a copy of
the Prospectus with or prior to the delivery of written confirmation of the
sale of such holder of a Registrable Security to the person asserting the
claim from which such Losses arise and (B) the Prospectus would have
completely corrected such untrue statement or alleged untrue statement or
such omission or alleged omission; or (ii) such untrue statement or alleged
untrue statement, omission or alleged omission is completely corrected in an
amendment or supplement to the Prospectus previously furnished by or on
behalf of the Company with copies of the Prospectus as so amended or
supplemented, and such holder thereafter fails to deliver such Prospectus as
so amended or supplemented prior to or concurrently with the sale of a
Registrable Security to the person asserting the claim from which such Losses
arise.

(b) INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. In
connection with any Registration Statement in which a holder of Registrable
Securities is participating, such holder of Registrable Securities will
furnish to the Company in writing such information as the Company reasonably
requests for use in connection with any Registration Statement or Prospectus
and will indemnify, to the fullest extent permitted by law, the Company, its
directors and officers, agents and employees, each person who controls the
Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of
such controlling persons, from and against all Losses arising out of or based
upon any untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary prospectus or arising out of or based
upon any omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but
only to the extent, that such untrue statement or omission is contained in
any information so furnished in writing by such holder to the Company
expressly for use in such Registration Statement or Prospectus and was relied
upon by the Company in the preparation of such Registration Statement,
Prospectus or preliminary prospectus. In no event will the liability of any
selling holder of Registrable Securities hereunder be greater in amount than
the dollar amount of the proceeds (net of payment of all expenses) received
by such holder upon the sale of the Registrable Securities giving rise to
such indemnification obligation.

(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any person shall
become entitled to indemnity hereunder (an "indemnified party"), such
indemnified party shall give prompt notice to the party from which such
indemnity is sought (the "indemnifying party") of any claim or of the
commencement of any action or proceeding with respect to which such
indemnified party seeks indemnification or contribution pursuant hereto;
PROVIDED, HOWEVER, that the failure to so notify the indemnifying party will
not relieve the indemnifying party from any obligation or liability except to
the extent that the indemnifying party has been prejudiced materially by such
failure. All fees and expenses (including any fees and expenses incurred in
connection with investigating or preparing to defend such action or
proceeding) will be paid to the indemnified party, as incurred, within five
calendar days of written notice thereof to the indemnifying party (regardless
of whether it is ultimately determined that an indemnified party is not
entitled to indemnification hereunder). The

14
<PAGE>

indemnifying party will not consent to entry of any judgment or enter into
any settlement or otherwise seek to terminate any action or proceeding in
which any indemnified party is or could be a party and as to which
indemnification or contribution could be sought by such indemnified party
under this Section 1.7, unless such judgment, settlement or other termination
includes as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release, in form and substance
satisfactory to the indemnified party, from all liability in respect of such
claim or litigation for which such indemnified party would be entitled to
indemnification hereunder.

(d) CONTRIBUTION. If the indemnification provided for in this
Section 1.7 is unavailable to an indemnified party under Section 1.7(a) or
1.7(b) hereof in respect of any Losses or is insufficient to hold such
indemnified party harmless, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, will, jointly and severally, contribute to
the amount paid or payable by such indemnified party as a result of such Losses,
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party or indemnifying parties, on the one hand, and such
indemnified party, on the other hand, in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant
equitable considerations. The relative fault of such indemnifying party or
indemnifying parties, on the one hand, and such indemnified party, on the other
hand, will be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission of a material fact, has been taken or made by,
or related to information supplied by, such indemnifying party or indemnified
party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The
amount paid or payable by a party as a result of any Losses will be deemed to
include any legal or other fees or expenses incurred by such party in connection
with any action or proceeding.

The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 1.7(d) were determined by PRO RATA
allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 1.7(d), an
indemnifying party that is a selling holder of Registrable Securities will
not be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities sold by such indemnifying
party and distributed to the public were offered to the public exceed the
amount of any damages which such indemnifying party has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

The indemnity, contribution and expense reimbursement obligations of the
Company hereunder will be in addition to any liability the Company may otherwise
have hereunder or otherwise. The provisions of this Section 1.7 will survive so
long as Registrable Securities remain outstanding, notwithstanding any transfer
of the Registrable Securities by any holder thereof or any termination of this
Agreement.

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<PAGE>

1.8 RULE 144. The Company will use its best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act, and
will cooperate with any holder of Registrable Securities (including without
limitation by making such representations as any such holder may reasonably
request), all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act within
the limitations of the exemptions provided by Rule 144. Upon the request of any
holder of Registrable Securities, the Company will deliver to such holder a
written statement as to whether it has complied with such filing requirements.
Notwithstanding the foregoing, nothing in this Section 1.8 will be deemed to
require the Company to register any of its securities under any section of the
Exchange Act.

1.9 UNDERWRITTEN REGISTRATIONS. If any of the Registrable Securities
covered by any Demand Registration are to be sold in an underwritten offering,
the managing underwriter(s) for the offering will be selected by the holders of
a majority of the Registrable Securities included in the Demand Notice;
PROVIDED, that each of such managing underwriters shall be reasonably
satisfactory to the Company. If any Piggyback Registration is an underwritten
offering, the Company will have the right to select the managing underwriter(s)
for the offering.

1.10 MISCELLANEOUS.

(a) NO INCONSISTENT AGREEMENTS. The Company has not, as of the date
hereof, and will not, on or after the date hereof, enter into any agreement with
respect to its securities which is inconsistent with the rights granted to the
holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof.

(b) AMENDMENTS AND WAIVERS. The provisions of Article I of this
Agreement, including the provisions of this sentence may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the holders of 90% of the then-outstanding Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other holders of Registrable Securities may be given by holders of at
least 662/3% of the Registrable Securities being sold by such holders; PROVIDED,
HOWEVER, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.

(c) OWNER OF REGISTRABLE SECURITIES. The Company will maintain, or
will cause its registrar and transfer agent to maintain, a stock book with
respect to the Common Stock, in which all transfers of Registrable Securities of
which the Company has received notice will be recorded. The Company may deem
and treat the person in whose name Registrable Securities are registered in the
stock book of the Company as the owner thereof for all purposes, including
without limitation the giving of notices under this Agreement.

(d) SUCCESSORS OR ASSIGNS. The provisions of this Article I will
inure to the benefit of and be binding upon the successors and assigns of each
of Crow, Williams and the

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<PAGE>

Company (including any pledgee acquiring securities by foreclosure) and will
inure to the benefit of each other holder of any Registrable Securities.
Notwithstanding the foregoing, no transferee will have any of the rights
granted under this Agreement (e) until such transferee shall have
acknowledged its rights and obligations hereunder by a signed written
statement of such transferee's acceptance of such rights and obligations, (f)
if the transferor notifies the Company in writing on or prior to such
transfer that the transferee shall not have such rights, or (g) if such
transferee was not a party to this Agreement on the date hereof (or an
affiliate of a party hereto) and acquired Registrable Securities in
open-market purchases or pursuant to an underwritten public offering.

ARTICLE II - PRIOR NOTICE OF PRIVATE SALE

2.1 PRIOR NOTICE. Neither Crow nor any of its affiliates controlled by
or under common control with Crow shall sell, except to such an affiliate,
any shares of Common Stock owned beneficially or of record by it in a private
transaction, whether effected with or without registration, or enter into any
binding agreement to effect any such sale prior to the 15th day following the
receipt by the Company of written notice in the form described below, nor
shall Crow or any such affiliate sell any of such shares in a private
transaction or enter into any binding agreement to effect any such sale after
the 135th day following the receipt by the Company of such notice (without
first giving to the Company another notice pursuant to this Section 2.1).
Each notice required by this Section 2.1 shall state that Crow or its
affiliate, as applicable, is considering the sale of shares of Common Stock
beneficially owned by it in a private transaction and, to the extent then
known and not subject to any non-disclosure obligation, shall identify the
number of such shares it is considering selling and the identity of the
prospective purchaser(s). All such notices shall be kept confidential by the
Company.

2.2 LEGEND. Each stock certificate representing shares of Common Stock
owned beneficially or of record by Crow or any of its affiliates will bear
the following legend:

IN ACCORDANCE WITH A STOCKHOLDERS' AGREEMENT DATED AS OF
______________, 1997, BY AND AMONG THE ISSUER AND CERTAIN OF ITS
STOCKHOLDERS, NONE OF THE SHARES REPRESENTED BY THIS CERTIFICATE
MAY BE SOLD IN A PRIVATE TRANSACTION, WHETHER EFFECTED WITH OR
WITHOUT REGISTRATION, UNLESS WRITTEN NOTICE IN ACCORDANCE WITH
SUCH AGREEMENT IS GIVEN TO THE ISSUER AT LEAST 15 DAYS PRIOR TO
THE EARLIER OF EITHER SUCH SALE OR ANY BINDING AGREEMENT TO
EFFECT ANY SUCH SALE, NOR MAY ANY SUCH SALE BE EFFECTED OR SUCH
AGREEMENT MADE MORE THAN 135 DAYS AFTER THE GIVING OF SUCH NOTICE
(WITHOUT FIRST GIVING ANOTHER NOTICE).

The Company shall remove such legend (or cause it to be removed) from the stock
certificates representing any shares of Common Stock to be sold in any public
transaction or to be sold in any

17
<PAGE>

private transaction in accordance with Section 2.1 or take such other action
as may be required (with respect to such legend) to effect such transaction
in accordance with Section 2.1.

2.3 AMENDMENT. The provisions of this Article II shall be amended only by
an instrument in writing executed by both the Company and Crow.

ARTICLE III - NON-SOLICITATION OF OFFICER EMPLOYEES
WITHOUT PRIOR NOTICE

3.1 NON-SOLICITATION. Crow covenants that, prior to the fifth
anniversary of the date of this Agreement, neither it nor any affiliated
entity controlled by or under common control with Crow (a "Crow Affiliate")
shall, directly or indirectly,(a) initiate discussions with any officer-level
employee of the Company or any of its affiliates (a "Company Employee")
concerning potential employment of such Company Employee by Crow or any Crow
Affiliate or (b) discuss with any Company Employee any terms of employment if
the Company Employee initiates any such discussions, in either case without
first giving notice to the Company's chief executive officer or, in his
absence, any executive vice president (unless such Company Employee shall be
the Company's chief executive officer, in which case such notice shall be
given to another top level executive of the Company). The Company covenants
that, prior to the fifth anniversary of this Agreement, neither it nor any
affiliated entity controlled by or under common control with the Company (a
"Company Affiliate") shall, directly or indirectly, (i) initiate discussions
with any officer-level employee of Crow or any of its affiliates (a "Crow
Employee") concerning potential employment of such Crow Employee by the
Company or any Company Affiliate or (ii) discuss with any Crow Employee any
terms of employment if the Crow Employee initiates any such discussions, in
either case without first giving notice to Crow's chief executive officer or,
in his absence, any executive vice president (unless such Crow Employee shall
be Crow's chief executive officer, in which case such notice shall be given
to another top level executive of Crow).

3.2 PROHIBITION AGAINST HIRING IMPROPERLY SOLICITED EMPLOYEES. Crow
covenants that if notice is not given in accordance with the foregoing
requirements with respect to a Company Employee, neither it nor any Crow
Affiliate shall engage or hire such Company Employee until the earlier of (a)
the involuntary termination of such Company Employee's employment by his/her
employer and (b) the first anniversary of the last incident in violation of
the foregoing requirements with respect to such Crow Employee (it being
understood that each recommencement of discussions in violation of the
foregoing requirements without the giving of notice and each continuation of
discussions without such notice having been given will be a new violation of
the foregoing requirements). The Company covenants that if notice is not
given in accordance with the foregoing requirements with respect to a Crow
Employee, neither it nor any Company Affiliate shall engage or hire such Crow
Employee until the earlier of (a) the involuntary termination of such Crow
Employee's employment by his/her employer and (b) the first anniversary of
the last incident in violation of the foregoing requirements with respect to
such Company Employee (it being understood that each recommencement of
discussions in violation of the foregoing requirements without the giving of
notice and each continuation of discussions without such notice having been
given will be a new violation of the foregoing requirements).

18
<PAGE>

ARTICLE IV - NOMINATION OF CROW DIRECTOR;
VOTING AGREEMENT

4.1 NOMINATION. The Company agrees to nominate for election to its Board
of Directors a nominee of Crow (the "Crow Nominee") such that at all times, if
requested by Crow, the Company's Board of Directors contains one Crow Nominee.
The Crow Nominee shall be designated by the Chief Executive Officer or Board of
Directors (or the body effectively serving as such Board) of Crow Family
Holdings, subject to the approval of such designee by the Company, which
approval shall not be unreasonably withheld. Harlan R. Crow shall be the
initial Crow Nominee. If the Crow Nominee should resign from the Company's
Board of Directors or if the Crow Nominee should die or otherwise be removed
from office, the Company shall nominate and use its best efforts to cause the
resulting vacancy to be filled with another Crow Nominee similarly designated.

4.2 VOTING AGREEMENT. Each of the Management Stockholders, by his
execution of this Agreement, agrees to use his best efforts to cause the Crow
Nominee to be elected or appointed in any and all elections or appointments of
directors of the Company, including, without limitation, voting all shares of
Common Stock over which he then exercises voting control in favor of the Crow
Nominee in connection with any election of Company directors. Notwithstanding
the immediately preceding sentence, no Management Stockholder who is a director
of the Company will be required to cause the election of any Crow Nominee
through action as such director if the Board of Directors of the Company
determines in good faith, based as to legal matters on the advice of independent
counsel, that the election or appointment of such Crow Nominee would be
inconsistent with the fiduciary duty owed by such Board to all of the
stockholders of the Company; provided that the foregoing shall not detract from
the right of Crow to nominate another Crow Nominee for such position.

4.3 NONASSIGNABILITY. The rights of Crow under this Article IV shall not
be assignable.

4.4 AMENDMENT. The provisions of this Article IV shall be amended only by
an instrument in writing executed by both the Company and Crow; provided that no
Management Stockholder shall be bound by any such amendment to which he has not
consented.

4.5 TERMINATION. The provisions of this Article IV shall terminate and
be of no further force and effect on the first date on which the beneficial
ownership of shares of Common Stock by Crow and its affiliates represents
less than the lesser of (a) 12.5% of all then outstanding shares of such
class and (b) 50% of the shares of Common Stock beneficially owned by Crow
and its affiliates as of the date of execution of this Agreement; provided,
however, that in no event shall the provisions of this Article IV survive
beyond the first date on which the beneficial ownership of shares of Common
Stock by Crow and its affiliates represents less than 5% of all then
outstanding shares of such class.

19
<PAGE>

ARTICLE V - MISCELLANEOUS

5.1 NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing and will be deemed to be given (a)
when made, if made by hand delivery, (b) upon confirmation, if made by
telecopier, or (c) one business day after being deposited with a reputable
next-day courier, to the parties as follows:

(i) if to the Company, initially at:

2001 Ross Avenue
3400 Trammell Crow Center
Dallas, Texas 75201
Attention: Chief Financial Officer
Telecopier Number: (214) 863-3125

with a copy to:

Vinson & Elkins L.L.P.
2001 Ross Avenue
3700 Trammell Crow Center
Dallas, Texas 75201
Attention: Derek R. McClain
Telecopier Number: (214) 220-7716

and thereafter at such other address or addresses, notice of which is given
to the other parties hereto and the holders of Registrable Securities in
accordance with the provisions of this Section 5.1;

(ii) if to Crow, initially at:

2001 Ross Avenue
3200 Trammell Crow Center
Dallas, Texas 75201
Attention: General Counsel
Telecopier Number: (214) 863-4012

with a copy to:

Gibson, Dunn & Crutcher LLP
1717 Main Street
Dallas, Texas 75201-7390
Attention: Irwin F. Sentilles, III
Telecopier Number: (214) 698-3400

20
<PAGE>

and thereafter at such other address or addresses, notice of which is given
to the Company in accordance with the provisions of this Section 5.1; and

(iii) if to any holder of Registrable Securities, at the most
current address given by such holder to the Company in accordance with the
provisions of this Section 5.1.

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

5.3 HEADINGS. The headings in this Agreement are for convenience of
reference only and will not limit or otherwise affect the meaning hereof.

5.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.

5.5 SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein will remain in full force and effect and will in
no way be affected, impaired or invalidated, and the parties hereto will use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be in the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.

5.6 REMEDIES. In the event of a breach by any party to this Agreement of
its obligations hereunder, the other parties hereto, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to injunctive relief in respect of their rights under this
Agreement. Each of the parties hereto agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it or him
of any of the provisions of this Agreement and hereby further agrees that, in
the event of any action for injunctive relief in respect of such breach, it or
he will waive the defense that a remedy at law would be adequate.

5.7 ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the matters addressed herein by the Company with respect to the
Registrable Securities. This Agreement supersedes all prior agreements and
understandings among the parties with respect to such matters.

5.8 ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the prevailing party, as

21
<PAGE>

determined by the court, will be entitled to recover reasonable attorneys'
fees in addition to any other available remedy.

5.9 INDEPENDENT AGREEMENTS. The parties acknowledge that the respective
agreements contained in Articles I, II, III and IV hereof are to be construed as
independent agreements of the respective parties bound thereby and benefiting
therefrom. In no event shall any party be relieved of any obligation to perform
an agreement under one Article to which it is bound as a result of a breach or
alleged breach by any other party of an agreement under any other Article.

5.10 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and will inure to the
benefit of the parties hereto and, except as otherwise provided herein, their
respective successors, assigns, heirs, executors and personal representatives;
provided that none of the Management Stockholders shall have any rights or
obligations under Articles I, II or III.

22
<PAGE>

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

TRAMMELL CROW COMPANY
a Delaware corporation

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

CROW FAMILY PARTNERSHIP, L.P.

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

--------------------------------------------------
J. McDonald Williams

--------------------------------------------------
H. Pryor Blackwell

--------------------------------------------------
William F. Concannon

--------------------------------------------------
George L. Lippe

--------------------------------------------------
William C. Maddux

<PAGE>

--------------------------------------------------
Asuka Nakahara

--------------------------------------------------
William Rothacker

--------------------------------------------------
Robert E. Sulentic

<PAGE>

<TABLE>
- ----------------------------------------------------------------------------------------------------------------
ENTITY NAME STATE DBA
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1021 CENTRAL EXPRESSWAY SOUTH, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
1996 DALLAS/FORT WORTH OFFICE LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
1996 DALLAS/FORT WORTH RETAIL LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
1996 DFW OFFICE, INC. DE TX-1996 DFW OFFICE I, INC.
- ----------------------------------------------------------------------------------------------------------------
1996 DFW RETAIL, INC. DE TX-1996 DFW RETAIL I, INC.
- ----------------------------------------------------------------------------------------------------------------
ACQUISITION CORP. OF THE ROCKIES, INC. CO
- ----------------------------------------------------------------------------------------------------------------
ALAMO QUARRY MARKET, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
ANDOVER PARK DEVELOPMENT, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
AUSTIN RETAIL INVESTMENT, INC. DE
- ----------------------------------------------------------------------------------------------------------------
BLACKSTONE/TCDFW PARTNERS L.P. TX
- ----------------------------------------------------------------------------------------------------------------
BLUE ROCK CONSTRUCTION, INC. DE
- ----------------------------------------------------------------------------------------------------------------
BOLINGBROOK INDUSTRIAL I LIMITED PARTNERSHIP DE
- ----------------------------------------------------------------------------------------------------------------
BURLESON-STASSNEY LAND II, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
BURLESON-STASSNEY LAND, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
CATMONTU INSURANCE COMPANY, LTD. * Cayman Island
- ----------------------------------------------------------------------------------------------------------------
CEMENTVILLE, L.P. TX
- ----------------------------------------------------------------------------------------------------------------
CH-NORTHWEST PLACE ONE, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
CH-NORTHWEST PLACE TWO, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
CH-NWP 2, INC. DE
- ----------------------------------------------------------------------------------------------------------------
CH-NWP, INC. DE
- ----------------------------------------------------------------------------------------------------------------
CH-YORKTOWN, INC. DE
- ----------------------------------------------------------------------------------------------------------------
CHALLENGER CONSTRUCTION COMPANY DE
- ----------------------------------------------------------------------------------------------------------------
COMMERCE EXECUTIVE VI, L.P. TX
- ----------------------------------------------------------------------------------------------------------------
COMSTACK, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
CONSTRUCTION CORP. OF THE ROCKIES, INC. CO
- ----------------------------------------------------------------------------------------------------------------
CORVUS CONSTRUCTION SERVICES, INC. MO
- ----------------------------------------------------------------------------------------------------------------
COTP BOWIE, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
<PAGE>

- ----------------------------------------------------------------------------------------------------------------
ENTITY NAME STATE DBA
- ----------------------------------------------------------------------------------------------------------------
CROW ATLANTA DEVELOPMENT-1996, INC. DE
- ----------------------------------------------------------------------------------------------------------------
CROW BROKERAGE COMPANY, INC. MO MO-TRAMMELL CROW BROKERAGE &
MANAGEMENT GROUP
- ----------------------------------------------------------------------------------------------------------------
CROW CONSTRUCTION SERVICES, INC. DE CA-NC CROW CONSTRUCTION SERVICES, INC.
- ----------------------------------------------------------------------------------------------------------------
CROW CONSTRUCTION, INC. DE TX-TCCT CROW CONSTRUCTION, INC.
- ----------------------------------------------------------------------------------------------------------------
CROW-677 DEVELOPMENT CORPORATION DE
- ----------------------------------------------------------------------------------------------------------------
DALLAS/FORT WORTH OFFICE REAL ESTATE INVESTMENTS #1 LIMITED
PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
DALLAS/FORT WORTH OFFICE REAL ESTATE INVESTMENTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
DALLAS/FORT WORTH REAL ESTATE INVESTMENTS #1 LIMITED
PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
DALLAS/FORT WORTH REAL ESTATE INVESTMENTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
DEVELOPMENT CORP. OF THE ROCKIES II, INC. DE
- ----------------------------------------------------------------------------------------------------------------
DEVELOPMENT CORP. OF THE ROCKIES III, INC. DE
- ----------------------------------------------------------------------------------------------------------------
DEVELOPMENT CORP. OF THE ROCKIES, INC. CO
- ----------------------------------------------------------------------------------------------------------------
DFW-BGP, INC. DE
- ----------------------------------------------------------------------------------------------------------------
DRYCHESTER RETAIL, INC. CO
- ----------------------------------------------------------------------------------------------------------------
DRYCHESTER WADSWORTH, L.L.C. CO
- ----------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL ASSET SERVICES, INC. DE CA COUNTIES OF LOS ANGELES, ORANGE,
RIVERSIDE, SAN BERNARDINO, SAN DIEGO,
SANTA BARBARA, VENTURA--EASI
- ----------------------------------------------------------------------------------------------------------------
EXPO 2 PARTNERS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
EXPO 3 PARTNERS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
EXPO LAND, INC. DE
- ----------------------------------------------------------------------------------------------------------------
EXPO MANAGEMENT I, LLC TX
- ----------------------------------------------------------------------------------------------------------------
EXPO MANAGEMENT II, L.L.C. TX
- ----------------------------------------------------------------------------------------------------------------
EXPO PARTNERS I, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
EXPO PARTNERS II, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
FCC, LP TN
- ----------------------------------------------------------------------------------------------------------------
FENTON INDUSTRIAL, INC. DE
- ----------------------------------------------------------------------------------------------------------------
FRC MANAGEMENT, INC. DE
- ----------------------------------------------------------------------------------------------------------------
<PAGE>

- ----------------------------------------------------------------------------------------------------------------
ENTITY NAME STATE DBA
- ----------------------------------------------------------------------------------------------------------------
FREESTANDING REAL ESTATE COMPANY DE
- ----------------------------------------------------------------------------------------------------------------
GATEWAY PLAZA ASSOCIATES L.P. DE
- ----------------------------------------------------------------------------------------------------------------
GRAND PRAIRIE-BAXTER LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
GRANDSTAND PARTNERS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
HEARTLAND/TRAMMELL CROW KENT PARTNERSHIP WA
- ----------------------------------------------------------------------------------------------------------------
INSTRUMENTAL INVESTMENTS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
KANSAS CITY REAL ESTATE BROKERAGE, INC. MO KS-RE LICENSE AS TRAMMELL CROW COMPANY,
MO-TRAMMELL CROW COMPANY
- ----------------------------------------------------------------------------------------------------------------
KINETIC GROUP LIMITED PARTNERSHIP f/k/a CW Synergistech, L.P. TX
- ----------------------------------------------------------------------------------------------------------------
LAKE MICHIGAN ACQUISITIONS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
LOST PINES, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
MCLEVEN 94 ASSOCIATES, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
MERCURE INDUSTRIAL, L.P. TX
- ----------------------------------------------------------------------------------------------------------------
MID-CONTINENT ACQUISITIONS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
MW ACQUISITION, INC. DE
- ----------------------------------------------------------------------------------------------------------------
NORTHWOOD GP, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
NORTHWOOD PROPERTIES, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
NW CROSSROAD COMMONS, L.P. TX
- ----------------------------------------------------------------------------------------------------------------
OKC REAL ESTATE INVESTMENTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
ORCAS CONSTRUCTION, INC. DE WA-RAINIER CONSTRUCTION INC.; TRADE
NAMES: LEASE SUPPORT SERVICES, INC.;
TRAMMELL CROW CONSTRUCTION COMPANY;
TC CONSTRUCTION, INC.
- ----------------------------------------------------------------------------------------------------------------
OREGON OFFICE CONSTRUCTION COMPANY OR
- ----------------------------------------------------------------------------------------------------------------
PIERRE LACLEDE L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
PINNACLE REAL ESTATE GROUP, LLC GA
- ----------------------------------------------------------------------------------------------------------------
PRIMEWEST LLC, a Trammell Crow Affiliated Company AZ
- ----------------------------------------------------------------------------------------------------------------
QUAIL PARTNERS 95, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
RILEY, PEARLMAN/CROW CA
- ----------------------------------------------------------------------------------------------------------------
SAN PEDRO CENTRAL TEXAS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
<PAGE>

- ----------------------------------------------------------------------------------------------------------------
ENTITY NAME STATE DBA
- ----------------------------------------------------------------------------------------------------------------
SHEPHERD PLAZA ASSOCIATES L.P. TX
- ----------------------------------------------------------------------------------------------------------------
SL-6 PARTNERS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
SMOKESTACK PARTNERS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
SPARK 94 ASSOCIATES, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TC ATLANTA, INC. DE GA-TRAMMELL CROW COMPANY
- ----------------------------------------------------------------------------------------------------------------
TC 301 CONGRESS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TC BOLINGBROOK, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC CAROLINAS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC CHICAGO BROKERAGE, INC. DE IL AND MN--TRAMMELL CROW COMPANY
- ----------------------------------------------------------------------------------------------------------------
TC CHICAGO, INC. DE IL-PIERCE DESIGN & CONSTRUCTION
- ----------------------------------------------------------------------------------------------------------------
TC DALLAS INDUSTRIAL, INC. f/k/a TRAMMELL CROW DALLAS
INDUSTRIAL, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC DENVER, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC DETROIT, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC HIGH RIDGE, L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TC HOUSTON, INC. f/k/a TRAMMELL CROW HOUSTON, INC. DE TX & HARRIS CTY-CONCEPT SERVICES
- ----------------------------------------------------------------------------------------------------------------
TC INDIANAPOLIS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC KANSAS CITY, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC KENTUCKY, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC LONGMONT WAREHOUSE, LTD. DE
- ----------------------------------------------------------------------------------------------------------------
TC LOUISIANA, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC MID-ATLANTIC, L.L.C. VA
- ----------------------------------------------------------------------------------------------------------------
TC MIDATLANTIC, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC MILWAUKEE, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC NEW ENGLAND, INC. DE MA & NH-TRAMMELL CROW NEW ENGLAND, INC.
- ----------------------------------------------------------------------------------------------------------------
TC NEW MEXICO, INC. DE TX-TRAMMELL CROW NEW MEXICO, INC.
- ----------------------------------------------------------------------------------------------------------------
TC NORTHEAST METRO, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC NORTHERN CALIFORNIA, INC. DE
- ----------------------------------------------------------------------------------------------------------------
<PAGE>

- ----------------------------------------------------------------------------------------------------------------
ENTITY NAME STATE DBA
- ----------------------------------------------------------------------------------------------------------------
TC OKLAHOMA CITY, INC. DE TX-TRAMMELL CROW OKLAHOMA CITY, INC.
- ----------------------------------------------------------------------------------------------------------------
TC PORTLAND, INC. DE OR-TRAMMELL CROW COMPANY
- ----------------------------------------------------------------------------------------------------------------
TC RAVEN CONSTRUCTION COMPANY, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC RENO, INC. DE NV-TRAMMELL CROW COMPANY
- ----------------------------------------------------------------------------------------------------------------
TC SEATTLE, INC. DE WA-TRAMMELL CROW SEATTLE, INC.
- ----------------------------------------------------------------------------------------------------------------
TC ST. LOUIS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC TENNESSEE, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TC TULSA, INC. DE OK-TRAMMELL CROW TULSA
- ----------------------------------------------------------------------------------------------------------------
TCC GENERAL AGENCY, INC. TX
- ----------------------------------------------------------------------------------------------------------------
TCC NORTH FLORIDA DEVELOPMENT #1, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCC RETAIL BTS LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
TCC RISK SERVICES, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS ALISO VIEGO, L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS ANCHORAGE L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS CLEVELAND L.L.C DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS CLOVIS L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS DOVER L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS EDMOND L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS EDMOND-PET L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS ENCINO L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS EVANSTON I L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS FAIRBANKS, L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS FLAGSTAFF L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS GERMANTOWN L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS GRANTS PASS, L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS INVESTORS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS MESA I L.L.C AZ
- ----------------------------------------------------------------------------------------------------------------
<PAGE>

- ----------------------------------------------------------------------------------------------------------------
ENTITY NAME STATE DBA
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS MISSION VIEJO L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS OXNARD L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS SALINAS, L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS SAVANNAH L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS TIGARD I L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-BTS TORRANCE L.L.C. DE
- ----------------------------------------------------------------------------------------------------------------
TCC-OCP II, LTD. FL
- ----------------------------------------------------------------------------------------------------------------
TCCT #2, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT DEVELOPMENT #2, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT DEVELOPMENT #3, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT DEVELOPMENT, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT MANAGEMENT, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT REAL ESTATE, INC. f/k/a TRAMMELL CROW CENTRAL TEXAS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT SAN ANTONIO INVESTMENTS II, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT SAN ANTONIO INVESTMENTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCCT SAN PEDRO GP, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TCCT-CROW CONSTRUCTION #1 LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
TCCT-HENDERSON PASS ASSOCIATES LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
TCDFW #1, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCDFW #2, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCDFW, INC. f/k/a TRAMMELL CROW DALLAS/FORT WORTH, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCDFW-COLLINS CROSSING, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TCDI #2, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCDI #3, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCDI #4, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCH #1, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCH #2, INC. DE
- ----------------------------------------------------------------------------------------------------------------
<PAGE>

- ----------------------------------------------------------------------------------------------------------------
ENTITY NAME STATE DBA
- ----------------------------------------------------------------------------------------------------------------
TCMW DEVELOPMENT, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCNE-202, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCNE-GEBTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCNE-HORIZON, INC., f/k/a TCNE-PHHBTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCNE-NEBC, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TCVG ASSOCIATES, LP DE
- ----------------------------------------------------------------------------------------------------------------
TENN-STOR, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW ASSET MANAGEMENT, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW BROKERAGE SERVICES, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW BTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW CAPITAL COMPANY DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW CAPITAL COMPANY II, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW CENTRAL TEXAS, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW COMPANY TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW COMPANY CONSTRUCTION SERVICES, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW CONSTRUCTION-ATLANTA, INC. DE GA COUNTIES OF CLAYTON, COBB, DEKALB,
FULTON, GWINNETT, HENRY--RAVEN CONSTRUCTION
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW CORPORATE SERVICES, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW CUB INVESTMENT, L.L.C. CO
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DALLAS INDUSTRIAL DEVELOPMENT LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DALLAS INDUSTRIAL DEVELOPMENT, INC. DE TX--TRAMMELL CROW DALLAS INDUSTRIAL
DEVELOPMENT I, INC.
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DALLAS INDUSTRIAL, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DALLAS/FORT WORTH BTS #1 LIMITED PARTNERSHIP TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DALLAS/FORT WORTH BTS, INC. DE
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DALLAS/FORT WORTH REAL ESTATE, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DALLAS/FORT WORTH, LTD. TX
- ----------------------------------------------------------------------------------------------------------------
TRAMMELL CROW DENVER, INC. DE CO--TRAMMELL CROW MANAGEMENT SERVICES CORP.
- ----------------------------------------------------------------------------------------------------------------
<PAGE>

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ENTITY NAME STATE DBA
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TRAMMELL CROW HOUSTON, LTD. TX
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TRAMMELL CROW INDIVIDUAL INVESTMENT FUND 1996, L. P. DE
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TRAMMELL CROW INVESTMENT FUND 1995 L.P. DE
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TRAMMELL CROW INVESTMENT FUND II, L.P. DE
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TRAMMELL CROW INVESTMENTS II, INC. DE
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TRAMMELL CROW INVESTMENTS, INC. DE TX--TRAMMELL CROW INVESTMENTS #1, INC.
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TRAMMELL CROW MESA BTS, INC. DE
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TRAMMELL CROW MEXICO, INC. DE
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TRAMMELL CROW MW, INC. DE
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TRAMMELL CROW NATIONAL RETAIL, INC. DE
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TRAMMELL CROW NE, INC. DE
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TRAMMELL CROW NORTHWEST PROPERTIES #2, INC. DE
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TRAMMELL CROW NORTHWEST PROPERTIES, INC. DE
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TRAMMELL CROW NW CROSSROADS, INC. DE
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TRAMMELL CROW NW, INC. DE
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TRAMMELL CROW REAL ESTATE SERVICES, INC. DC
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TRAMMELL CROW REALTY SERVICES, INC. DE
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TRAMMELL CROW REALTY-ATLANTA, INC. DE
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TRAMMELL CROW RETAIL SERVICES, INC. DE
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TRAMMELL CROW RNM, INC. DE
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TRAMMELL CROW ROCKY MOUNTAIN, INC. DE
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TRAMMELL CROW SE, INC. DE
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TRAMMELL CROW SO. CAL. PROPERTIES, INC. DE
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TRAMMELL CROW SOCAL RETAIL II, INC. DE
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TRAMMELL CROW SO. CAL. RETAIL, INC. DE
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TRAMMELL CROW SO. CAL., INC. DE CA COUNTIES OF LOS ANGELES, ORANGE,
RIVERSIDE, SAN BERNARDINO, SAN DIEGO,
VENTURA--TRAMMELL CROW COMPANY
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TRAMMELL CROW-OKC REALTY CORPORATION TX
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EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated June 25, 1997, August 8, 1997, and August 22, 1997,
in the Registration Statement and related Prospectus of Trammell Crow Company to
be filed on or about September 3, 1997, for the registration of shares of its
common stock.

ERNST & YOUNG LLP

Dallas, Texas
September 2, 1997