**EXHIBIT14.0**

** **

**CRIIMI,INC.**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

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Table of Contents

 
| **Forward**                                            |   |
|--------------------------------------------------------|--------|
|                                                   |   |
| **Introduction**                                       |   |
|                                                   |   |
| **Compliance  with Laws**                              |   |
| **Antitrust Laws**                                     |   |
| **Anticorruption  Laws**                               |   |
| **Securities and  InsiderTrading**                     |   |
|                                                   |   |
| **Conflicts  of Interest**                             |   |
| **Doing Business with  Family Members**                |   |
| **Ownership in Other  Businesses**                     |   |
| **Outside  Employment**                                |   |
| **Service on  Boards**                                 |   |
| **Business  Opportunities**                            |   |
| **Loans**                                              |   |
|                                                   |   |
| **Gifts  and Entertainment**                           |   |
| **Accepting Gifts and  Entertainment**                 |   |
| **Giving Gifts and Entertaining**                      |   |
|                                                   |   |
| **Fair Dealing**                                       |   |
|                                                   |   |
| **Responding  to Inquiries from the Press and Others** |   |
|                                                   |   |
| **Political  Activity**                                |   |
|                                                   |   |
| **Safeguarding Corporate  Assets**                     |   |
|                                                   |   |
| **Equal  Employment Opportunity and Anti-Harassment**  |   |
|                                                   |   |
| **Health, Safety and the Environment**                 |   |
|                                                   |   |
| **Accuracy of Company Records**                        |   |
|                                                   |   |
| **Record  Retention**                                  |   |
|                                                   |   |
| **Administration of the Code**                         |   |
| **Distribution**                                       |   |
| **Role of Supervisors  and Officers**                  |   |
| **Reporting  Violations**                              |   |
| **Investigations/Corrective  Action**                  |   |
| **No Retaliation**                                     |   |
| **Approvals**                                          |   |
| **Waivers**                                            |   |
| **Certifications**                                     |   |
| **Asking for Help  and Reporting Concerns**            |   |
|                                                   |   |
| **Helpful  Phone Numbers**                             |   |

 

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CRIIMI, Inc., a wholly owned subsidiary of CRIIMI MAE Inc., and generalpartner (the “General Partner”) for each of American Insured MortgageInvestors, American Insured Mortgage Investors – Series 85, L.P., AmericanInsured Mortgage Investors L.P. – Series 86 and American Insured MortgageInvestors L.P. – Series 88 (collectively, the “AIM Limited Partnerships”) hasadopted this Code of Business Conduct and Ethics (the “Code”) for itsdirectors, officers and certain other individuals in accordance with Section406 of the Sarbanes-Oxley Act of 2002 and the related rules promulgated by theSecurities and Exchange Commission. Although the General Partner does not have any employees, all referencesto “employees” in this Code include those employees of CRIIMI MAE Inc. and itsaffiliates who perform services for the AIM Limited Partnerships on behalf ofthe General Partner.

 

*Note:  This code and related policies are currentas of June 6, 2003.  In adopting andpublishing these guidelines, you should note that (1) in some respects ourpolicies may exceed minimum legal requirements or industry practice, and (2)nothing contained in this code should be construed as a binding definition orinterpretation of a legal requirement or industry practice.*

 

To obtain additional copies of this code, you maycontact the General Counsel.

 

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**Forward**

 

To all CRIIMI, Inc. personnel:

 

Our Company isfounded on our commitment to the highest ethical principles and standards.  We value honesty and integrity above allelse.  Upholding these commitments isessential to our success.

 

The law andthe ethical principles and standards that comprise this code of conduct mustguide our actions.  The code is, ofcourse, broadly stated.  Its guidelinesare not intended to be a complete listing of detailed instructions for everyconceivable situation.  Instead, it isintended to help you develop a working knowledge of the laws and regulationsthat affect your responsibilities to CRIIMI, Inc.

 

Adhering tothis code is essential.  I havepersonally taken the time to study it carefully and I encourage you to do thesame.  Ultimately, our most valuableasset is our reputation. Complying with the principles and standards containedin this code is the starting point for protecting and enhancing that reputation.  Thank you for your commitment.

 

|   | Barry S. Blattman                    |
|--------|--------------------------------------|
|   | Chairman and Chief Executive Officer |

 

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**Introduction**

 

All of ouremployees, officers and directors must read and use this code of conduct toensure that each business decision follows our commitment to the highestethical standards and the law. Adherence to this code and to our other official policies is essentialto maintaining and furthering our reputation for fair and ethical practicesamong our customers, shareholders, employees and communities.

 

It is theresponsibility of every one of us to comply with all applicable laws andregulations and all provisions of this code and the related policies andprocedures.  Each of us must report anyviolations of the law or this code. Failure to report such violations and failure to follow the provisionsof this code may have serious legal consequences and will result in disciplineup to and including termination of your employment.

 

This codesummarizes certain laws and the ethical policies that apply to all of ouremployees, officers and directors. Several provisions in this code refer to more detailed policies thateither (1) concern more complex Company policies or legal provisions or (2)apply to select groups of individuals within our Company.  If these detailed policies are applicable toyou, it is important that you read, understand, and be able to comply withthem.  If you have questions as towhether any detailed policies apply to you, contact your immediate supervisoror our compliance officer .(1)

 

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                (1) Our initial compliance officer shall beour general counsel.

 

Situationsthat involve ethics, values and violations of certain laws are often verycomplex.  No single code of conduct cancover every business situation that you will encounter.  Consequently, we have implemented thecompliance procedures outlined in the sections of this code entitled“Administration of the Code” and “Asking for Help and Reporting Concerns.”  The thrust of our procedures is ***when in doubt, ask***.  If you do not understand a provision of thiscode, are confused as to what actions you should take in a given situation, orwish to report a violation of the law or this code, you should follow thosecompliance procedures.  Those procedureswill generally direct you to talk to either your immediate supervisor or ourcompliance officer.  There are fewsituations that cannot be resolved if you discuss them with your immediatesupervisor or our compliance officer in an open and honest manner.

 

After readingthis code, you should:

 

**•**                  have a thorough knowledge of the code’s termsand provisions;

 

**•**                  be able to recognize situations that presentlegal or ethical dilemmas; and

 

**•**                  be able to deal effectively with questionablesituations in conformity with this code.

 

In order to beable to accomplish these goals, we recommend that you take the following steps:

 

**•**                  read the entire code of conduct thoroughly;

 

 

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•                  if there arereferences to more detailed policies that are not contained in this code,obtain and read those policies if they apply to you;

 

•                  think about howthe provisions of this code apply to your job, and consider how you mighthandle situations to avoid illegal, improper, or unethical actions; and

 

•                  if you havequestions, ask your immediate supervisor or our compliance officer.

 

When you arefaced with a situation and you are not clear as to what action you should take,ask yourself the following questions:

 

•                  Is the actionlegal?

 

•                  Does the actioncomply with this code?

 

•                  How will yourdecision affect others, including our customers, shareholders, employees andthe community?

 

•                  How will yourdecision look to others? If your action is legal but can result in theappearance of wrongdoing, consider taking alternative steps.

 

•                  How would youfeel if your decision were made public? Could the decision be honestlyexplained and defended?

 

•                  Have youcontacted your immediate supervisor or our compliance officer regarding theaction?

 

To reiterate, ***when in doubt, ask***.

* *

*Please note that this code is not anemployment contract and does not modify the employment relationship between usand you.  We do not create anycontractual or legal rights or guarantees by issuing these policies, and wereserve the right to amend, alter and terminate policies at any time and forany reason.*

 

**Compliancewith Laws**

** **

First and foremost, our policy is to behave in an ethical manner andcomply with all laws, rules and government regulations that apply to ourbusiness.  Although we address severalimportant legal topics in this code, we cannot anticipate every possiblesituation or cover every topic in detail. It is your responsibility to know and follow the law and conductyourself in an ethical manner.  It isalso your responsibility to report any violations or suspected violations ofthe law or this code by following the compliance procedures contained in thesection of the code entitled “Asking for Help and Reporting Concerns.”

 

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*Antitrust Laws*

 

Antitrust lawsare designed to ensure a fair and competitive marketplace by prohibitingvarious types of anticompetitive behavior. Some of the most serious antitrust offenses occur between competitors,such as agreements to fix prices or to divide customers, territories ormarkets.  Accordingly, it is importantto avoid discussions with our competitors regarding pricing, terms andconditions, costs, marketing plans, customers and any other proprietary orconfidential information.  Foreigncountries often have their own body of antitrust laws, so if our operationsexpand outside the United States these operations may also be subject to theantitrust laws of other foreign countries.

 

Unlawfulagreements need not be written.  Theycan be based on informal discussions or the mere exchange of information with acompetitor.  If you believe that aconversation with a competitor enters an inappropriate area, end theconversation at once.  Membership intrade associations is permissible only if approved in advance by our LegalDepartment**.**

 

Whenever anyquestion arises as to application of antitrust laws, you should consult withlegal counsel, and any agreements with possible antitrust implications shouldbe made only with the prior approval of legal counsel.

 

*Anticorruption Laws*

 

Conductingbusiness with governments is not the same as conducting business with privateparties.  What may be considered anacceptable practice in the private business sector may be improper or illegalwhen dealing with government officials. Improper or illegal payments to government officials areprohibited.  “Government officials”includes employees of any government anywhere in the world, even low-rankingemployees or employees of government-controlled entities, as well as politicalparties and candidates for political office. If you deal with such persons or entities, you should consult with ourLegal Department to be sure that you understand these laws before providinganything of value to a government official.

 

If you becomeinvolved in transactions with foreign government officials, you must comply notonly with the laws of the country with which you are involved but also with theU.S. Foreign Corrupt Practices Act. This act makes it illegal to pay, or promise to pay money or anything ofvalue to any non-U.S. government official for the purpose of directly orindirectly obtaining or retaining business. This ban on illegal payments and bribes also applies to agents orintermediaries who use funds for purposes prohibited by the statute.

 

In somecountries it is permissible to pay government employees for performing certainrequired duties.  These facilitatingpayments, as they are known, are small sums paid to facilitate or expediteroutine, non-discretionary government actions, such as obtaining phone serviceor an ordinary license.  In contrast, abribe, which is never permissible, is giving or offering to give anything ofvalue to a government official to influence a discretionary decision.  Understanding the difference between a bribeand a facilitating payment is very important. If you are ever involved in a foreign transaction, you must haveapproval from our Legal Department before making any payment or gift to aforeign government official.

 

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*SecuritiesLaws and Insider Trading*

 

Because we area public company, we are subject to a number of laws concerning the purchaseand sale of our stock and other publicly traded securities.  Regardless of your position with us, if youare aware of what is known as “material non-public information” regarding ourCompany, business, affairs or prospects, you may not disclose that informationto anyone outside our Company, and you are not allowed to buy or sell our stockor other publicly-traded securities until the material non-public informationis known not only by individuals within our Company, but also by the generalpublic.  The improper use of materialnon-public information is known as insider trading.  Insider trading is a criminal offense and is strictly prohibited.

 

“Materialnon-public information” is any information concerning us that is not availableto the general public and which an investor would likely consider to beimportant in making a decision whether to buy, sell or hold our stock or othersecurities.  A good rule of thumb todetermine whether information about us is material non-public information iswhether or not the release of that information to the public would have aneffect on the price of our stock. Examples of material non-public information include information concerningearnings estimates, changes in previously released earnings estimates, apending stock split, dividend changes, significant merger, acquisition ordisposition proposals, major litigation, the loss or acquisition of a majorcontract and major changes in our management. Material non-public information is no longer deemed “non-public”information once it is publicly disclosed and the market has had sufficienttime to absorb the information. Examples of effective public disclosure are the filing of suchnon-public information with the Securities and Exchange Commission, or theprinting of such information in *The Wall Street Journal* or otherpublications of general circulation, in each case giving the investing public afair amount of time to absorb and understand our disclosures.

 

In addition tobeing prohibited from buying or selling our stock or other publicly-tradedsecurities when you are in possession of material non-public information, youare also prohibited from disclosing such information to anyone else (includingfriends and family members) in order to enable them to trade on theinformation.  In addition, if youacquire material non-public information about another company due to yourrelationship with us, you may not buy or sell that other company’s stock orother securities until such information is publicly disclosed and sufficientlydisseminated into the marketplace.

 

The followingare general guidelines to help you comply with our insider trading policy:

 

•                  Do not sharematerial non-public information with people within our Company whose jobs donot require them to have the information.

 

•                  Do not discloseany non-public information, material or otherwise, concerning our Company toanyone outside our Company unless required as part of your duties and theperson receiving the information has a reason to know the information forCompany business purposes.

 

•                  If you havematerial non-public information regarding us, or regarding any other publiclytraded company that you obtained from your employment or relationship with us,you

 

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must not buy or sell, or advise anyone else to buy or sell, oursecurities or that other company’s securities, until such information ispublicly disclosed and sufficiently disseminated into the marketplace.

 

Penalties fortrading on or communicating material non-public information are severe.  If you are found guilty of an insidertrading violation, you can be subject to civil and even criminal liability.  In addition to being illegal, we believethat insider trading is unethical and will be dealt with firmly, which mayinclude terminating your employment with us and reporting violations toappropriate authorities.

 

For moreinformation about our policies concerning the securities laws, you should referto our more detailed Insider Trading Policy and Procedures.  Our directors, executive officers andcertain other designated employees are also subject to a supplemental policyconcerning insider trading.  Thesepolicies are available from our compliance officer.  If you have any questions concerning the securities laws or aboutour policies with regard to those laws, or regarding the correct ethical andlegal action to take in a situation involving material non-public information,please contact your immediate supervisor or our compliance officer.

 

*This discussion is not comprehensive and youare expected to familiarize yourself with all laws and regulations relevant toyour position with us, as well as all our related written policies on theselaws and regulations.* To this end, our compliance officer is available to answer your callsand questions.  If you have anyquestions concerning any possible reporting or compliance obligations, or withrespect to your own duties under the law, you should not hesitate to call andseek guidance from our compliance officer.

 

**Conflicts of Interest**

 

All of us mustbe able to perform our duties and exercise judgment on behalf of our Companywithout influence or impairment, or the appearance of influence or impairment,due to any activity, interest or relationship that arises outside of work.  Put more simply, when our loyalty to ourCompany is affected by actual or potential benefit or influence from an outsidesource, a conflict of interest exists. We should all be aware of any potential influences that impact or appearto impact our loyalty to our Company. In general, you should avoid situations where your personal interestsconflict, or appear to conflict, with those of our Company.

 

Any time youbelieve a conflict of interest may exist, you must disclose the potentialconflict of interest to our compliance officer.  Any activity that is approved, despite the actual or apparentconflict, must be documented.  Apotential conflict of interest that involves an executive officer must beapproved by our Board of Directors or its designated committee.  A potential conflict of interest involvingan officer with the title of Vice President and above, other than executiveofficers, must be approved by our compliance officer.

 

It is not possible to describe every conflict ofinterest, but some situations that could cause a conflict of interest include:

 

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•                  doing businesswith family members,

 

•                  having afinancial interest in another company with whom we do business,

 

•                  taking a secondjob,

 

•                  managing yourown business,

 

•                  serving as adirector of another business,

 

•                  being a leaderin some organizations, or

 

•                  diverting abusiness opportunity from our Company to another company.

 

*DoingBusiness with Family Members*

 

A conflict ofinterest may arise if family members work for a supplier, customer or otherthird party with whom we do business. It also may be a conflict if a family member has a significant financialinterest in a supplier, customer or other third party with whom we dobusiness.  A “significant financialinterest” is defined below.  Beforedoing business on our behalf with an organization in which a family memberworks or has a significant financial interest, an employee must disclose thesituation to our compliance officer and discuss it with him or her.  Document the approval if it is granted.  If the only interest you have in a customer,supplier or other third party is because a family member works there, then youdo not need to disclose the relationship or obtain prior approval unless youdeal with the customer, supplier or other third party.

 

“Family members” include your:

 

Ÿ      spouse

 

Ÿ      parents

 

Ÿ      children

 

Ÿ      brothersor sisters

 

Ÿ      in-laws

 

Ÿ      lifepartner

 

Employingrelatives or close friends who report directly to you may also be a conflict ofinterest.  Although our Companyencourages employees to refer candidates for job openings, employees who mayinfluence a hiring decision must avoid giving an unfair advantage to anyonewith whom they have a personal relationship. In particular, supervisors should not hire relatives or attempt toinfluence any decisions about the employment or advancement of people relatedto or otherwise close to them, unless they have disclosed the relationship toour compliance officer who has approved the decision.

 

*Ownershipin Other Businesses*

 

Ourinvestments can cause a conflict of interest. In general, you should not own, directly or indirectly, a significantfinancial interest in any company that does business with us or seeks

 

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to do business with us.  Youalso should not own a significant financial interest in any of our competitors.

 

Two testsdetermine if a “significant financial interest” exists:

 

•                  you or a familymember owns more than 1% of the outstanding stock of a business or you or afamily member has or shares discretionary authority with respect to thedecisions made by that business, or

 

•                  the investmentrepresents more than****5% of your total assets or of your familymember’s total assets.

 

If you or a family member has a significantfinancial interest in a company with whom we do business or propose to dobusiness, that interest must be approved by our compliance officer prior to thetransaction.

 

Notwithstandingthe foregoing, directors of our Company and their family members may havesignificant financial interests in or be affiliates of suppliers, customers,competitors and third parties with whom we do business or propose to dobusiness.  However, a director must:

 

•                  disclose anysuch relationship promptly after the director becomes aware of it,

 

•                  remove himselfor herself from any Board activity that directly impacts the relationship betweenour Company and any such company with respect to which the director has asignificant financial interest or is an affiliate, and

 

•                  obtain priorapproval of the Board of Directors or its designated committee for anytransaction of which the director is aware between our Company and any suchcompany.

 

*Outside Employment*

 

Sometimes ouremployees desire to take additional part-time jobs or do other work afterhours, such as consulting or other fee-earning services.  This kind of work does not in and of itselfviolate our code.  However, the secondjob must be strictly separated from your job with us, and must not interferewith your ability to devote the time and effort needed to fulfill your dutiesto us as our employee.  You cannotengage in any outside activity that causes competition with us or providesassistance to our competitors or other parties (such as suppliers) with whom weregularly do business.  You should avoidoutside activities that embarrass or discredit us.  Outside work may never be done on Company time and must notinvolve the use of our supplies or equipment. Additionally, you should not attempt to sell services or products fromyour second job to us.

 

Beforeengaging in a second line of work, you should disclose your plans to your immediatesupervisor or our compliance officer to confirm that the proposed activity isnot contrary to our best interests.  Youmay also contact our director of human resources for more information about ourpolicies concerning outside employment.

 

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*Service on Boards*

 

Serving as adirector of another corporation may create a conflict of interest.  Being a director or serving on a standingcommittee of some organizations, including government agencies, also may createa conflict.

 

Beforeaccepting an appointment to the board or a committee of any organization whoseinterests may conflict with our Company’s interests, you must discuss it withour compliance officer and obtain his or her approval.  This rule does not apply to non-employeedirectors of our Company.

 

*Business Opportunities*

 

Businessopportunities relating to the kinds of products and services we usually sell orthe activities we typically pursue that arise during the course of youremployment or through the use of our property or information belong to us.  Similarly, other business opportunities thatfit into our strategic plans or satisfy our commercial objectives that ariseunder similar conditions also belong to us. You may not direct these kinds of business opportunities to ourcompetitors, to other third parties or to other businesses that you own or areaffiliated with.

 

*Loans*

 

Unlawfulextensions of credit by our Company in the form of personal loans to ourexecutive officers and directors are prohibited.  All other loans by our Company to, or guarantees by our Companyof obligations of, officers with the title of Vice President or above must bemade in accordance with established Company policies approved by our board ofdirectors or its designated committee.

 

**Gifts and Entertainment**

 

We arededicated to treating fairly and impartially all persons and firms with whom wedo business.  Therefore, our employeesmust not give or receive gifts, entertainment or gratuities that couldinfluence or be perceived to influence business decisions.  Misunderstandings can usually be avoided byconduct that makes clear that our Company conducts business on an ethical basisand will not seek or grant special considerations.

 

*AcceptingGifts and Entertainment*

 

You shouldnever solicit a gift or favor from those with whom we do business.  You may not accept gifts of cash or cashequivalents.

 

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You may acceptnovelty or promotional items or modest gifts related to commonly recognizedoccasions, such as a promotion, holiday, wedding or retirement, if:

 

•                  this happensonly occasionally,

 

•                  the gift wasnot solicited,

 

•                  disclosure ofthe gift would not embarrass our Company or the people involved, and

 

•                  the value of thegift is under $250.

 

You may acceptan occasional invitation to a sporting activity, entertainment or meal if:

 

•                  there is avalid business purpose involved,

 

•                  this happensonly occasionally,

 

•                  the activity isof reasonable value and not lavish.

 

A representativeof the giver’s company should be present at the event.

 

*GivingGifts and Entertaining*

 

Gifts ofnominal value (under $250) and reasonable entertainment for customers,potential customers and other third parties with whom we do business are permitted.  However, any gift or entertainment must:

 

•                  support ourCompany’s legitimate business interests,

 

•                  be reasonableand customary, not lavish or extravagant, and

 

•                  not embarrassour Company or the recipient if publicly disclosed.

 

Under no circumstances can any bribe, kickback, orillegal payment or gift of cash or cash equivalents be made.  Also, special rules apply when dealing withgovernment employees.  These are discussedin this code under “Compliance with Laws – Anticorruption Laws.”

 

***Fair Dealing***

 

We arecommitted to maintaining the highest levels of integrity and fairness withinour Company.  Any failure to negotiate,perform or market in good faith, may result in serious damage to our reputationand loss of the loyalty of our customers. You must conduct business honestly and fairly and not take unfairadvantage of anyone through any misrepresentation of material facts,manipulation, concealment, abuse of privileged information, fraud or otherunfair business practice.

 

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***Responding to Inquiries from thePress and Others***

 

Our Company issubject to laws that govern the timing of our disclosures of materialinformation to the public and others. Only certain designated employees may discuss our Company with the newsmedia, securities analysts and investors. All inquiries from outsiders regarding financial or other informationabout our Company should be referred to the Chairman/ Chief Executive Officer,President/Chief Operating Officer, Chief Financial Officer, Executive VicePresident/Asset Management or Vice President of Investor Relations.

 

***Political Activity***

 

Our funds maynot be used for contributions of any kind to any political party or committeeor to any candidate or holder of any government position (national, state orlocal).

 

It is againstour policy for you to lobby our other employees on behalf of a politicalcandidate during the work day.  It isalso against our policy to reimburse an employee for any politicalcontributions or expenditures.  Outsidenormal office hours, you are free to participate in political campaigns onbehalf of candidates or issues of your choosing, as well as make personalpolitical contributions.

 

***Safeguarding Corporate Assets***

 

We have aresponsibility to protect Company assets entrusted to us from loss, theft,misuse and waste. ** **Companyassets and funds may be used only for business purposes and may never be usedfor illegal purposes.  Incidentalpersonal use of telephones, fax machines, copy machines, personal computers,e-mail and similar equipment is not considered theft, misuse or waste if it isoccasional, there is no significant added cost to us, it does not interferewith your work responsibilities and is not related to an illegal activity oroutside business.  If you become awareof theft, waste or misuse of our assets or funds or have any questions aboutyour proper use of them, you should speak immediately with your immediatesupervisor or our compliance officer.

 

It is alsoimportant that you protect the confidentiality of Company information.  Confidential or proprietary informationincludes all information that is not generally known to the public and ishelpful to the Company, or would be helpful to competitors.  Proprietary information should be markedaccordingly, kept secure and access limited to those who have a need to know inorder to do their jobs.

 

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Our businessrelations are built on trust, and third parties with whom we do business counton that trust.  If you learn informationfrom them that is not otherwise public, you should keep that informationconfidential also.

 

We must all besensitive to the impact of comments made over the Internet through publicforums such as chat rooms and bulletin boards. In such forums, you may not post any information about the Companyincluding comments about our products, stock performance, operationalstrategies, financial results, customers or competitors, even in response to afalse statement or question.  Thisapplies whether you are at work or away from the office.  Our Company owns all e-mail messages thatare sent from or received through the Company’s systems.  We may monitor your messages and yourmessages may be disclosed under certain circumstances such as in the event oflitigation or governmental inquiries.

 

***Equal Employment Opportunity andAnti-Harassment***

 

We are committed toproviding equal employment opportunities for all our employees and will nottolerate any speech or conduct that is intended to, or has the effect of,discriminating against or harassing any qualified applicant or employee becauseof his or her race, color, religion, sex (including pregnancy, childbirth orrelated medical conditions), sexual orientation, marital status, nationalorigin, age, physical or mental disability, veteran status or anycharacteristic protected by law.  Wewill not tolerate discrimination or harassment by anyone – managers,supervisors, co-workers, vendors or our customers.  The phases of the employment process, to which this policyextends include, but are not limited to, recruiting, hiring, placementpromotion, compensation, benefits, layoffs, discipline, discharge,Company-supported training, educational tuition assistance andCompany-sponsored programs, as applicable.

 

If you observe conduct thatyou believe is discriminatory or harassing, or if you feel you have been thevictim of discrimination or harassment, you should notify the director of humanresources, our compliance officer****or any executive officer immediately.  For more information concerning ouranti-discrimination and anti-harassment policies and the procedure for making acomplaint under them, you should refer to the Employee Handbook or contact theHuman Resources Department.

 

We will not tolerate anyretaliatory action against any employee for filing a complaint under ouranti-discrimination and anti-harassment policies or for assisting in anyinvestigation conducted pursuant to such policies.  To the fullest extent possible, the Company will keep complaintsand the terms of their resolution confidential.  If an investigation confirms that harassment or discriminationhas occurred, the Company will take corrective action against the offending individual,including discipline up to and including immediate termination of employment,as appropriate.

 

The director of humanresources has been assigned specific responsibilities for implementing andmonitoring our equal opportunity policies. One of the tenants of this code, however, is that all employees areaccountable for promoting equal opportunity practices within

 

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our Company.  We must do thisnot just because it is the law, but because it is the right thing to do.

 

***Health******, Safety and theEnvironment***

 

We arecommitted to providing safe and healthy working conditions by following alloccupational health and safety laws governing our activities.

 

We believethat management and each and every employee have a shared responsibility in thepromotion of health and safety in the workplace.  You should follow all safety laws and regulations, as well asCompany safety policies and procedures. You should immediately report any accident, injury or unsafe equipment,practices or conditions.

 

You also havean obligation to carry out Company activities in ways that preserve and promotea clean, safe, and healthy environment. You must strictly comply with the letter and spirit of applicableenvironmental laws and the public policies they represent.

 

Theconsequences of failing to adhere to environmental laws and policies can beserious.  Our Company, as well asindividuals, may be liable not only for the costs of cleaning up pollution, butalso for significant civil and criminal penalties.  You should make every effort to prevent violations from occurringand report any violations to your immediate supervisor or our complianceofficer.

 

***Accuracy of Company Records***

 

Allinformation you record or report on our behalf, whether for our purposes or forthird parties, must be done accurately and honestly.  All of our records (including accounts and financial statements)must be maintained in reasonable and appropriate detail, must be kept in atimely fashion, and must appropriately reflect our transactions.  Falsifying records or keeping unrecordedfunds and assets is a severe offense and may result in prosecution or loss ofemployment.  When a payment is made, itcan only be used for the purpose spelled out in the supporting document.

 

Informationderived from our records is provided to our investors as well as governmentagencies.  Thus, our accounting recordsmust conform not only to our internal control and disclosure procedures butalso to generally accepted accounting principles and other laws and regulations,such as those of the Internal Revenue Service and the Securities and ExchangeCommission.  Our public communicationsand the reports we file with the Securities and Exchange Commission and othergovernment agencies should contain information that is full, fair, accurate,timely and understandable in light of the circumstances surrounding disclosure.

 

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Our****internaland****externalauditing functions help ensure that our financial books, records and accountsare accurate.  Therefore, you shouldprovide our accounting department, internal auditors, audit committee andindependent public accountants with all pertinent information that they mayrequest.  We encourage open lines ofcommunication with our audit committee, accountants and auditors and requirethat all our personnel cooperate with them to the maximum extent possible.  It is unlawful for you to fraudulentlyinfluence, induce, coerce, manipulate or mislead our independent publicaccountants for the purpose of making our financial statements misleading.

 

If you areunsure about the accounting treatment of a transaction or believe that atransaction has been improperly recorded or you otherwise have a concern orcomplaint regarding an accounting matter, our internal accounting controls, oran audit matter, you should confer with our compliance officer, the VicePresident/Controller or our Chief Financial Officer, or you may submit yourconcern, on an anonymous basis, to the audit committee of our board of directors.

 

***Record Retention***

 

Our recordsshould be retained or discarded in accordance with our record retentionpolicies and all applicable laws and regulations.  From time to time we are involved in legal proceedings that mayrequire us to make some of our records available to third parties.  Our legal counsel will assist us inreleasing appropriate information to third parties and provide you (or yourimmediate supervisor or our compliance officer) with specific instructions.  It is a crime to alter, destroy, modify orconceal documentation or other objects that are relevant to a governmentinvestigation or otherwise obstruct, influence or impede an officialproceeding.  The law applies equally toall of our records, including formal reports as well as informal data such ase-mail, expense reports and internal memos. If the existence of a subpoena or a pending government investigation isknown or reported to you, you should immediately contact our Legal Departmentand you must retain all records that may pertain to the investigation or beresponsive to the subpoena.  For furtherinformation, you should refer to our Document Retention Policy, which isavailable from our compliance officer.

 

***Administration of the Code***

 

*Distribution*

 

All of ourdirectors, officers and employees will receive a copy of this code when theyjoin our Company.  Updates of the codewill be distributed to all directors, officers and employees.

 

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*Role ofSupervisors and Officers*

 

Supervisorsand officers have important roles under this code and are expected todemonstrate their personal commitment to this code by fostering a workplaceenvironment that promotes compliance with the code and by ensuring thatemployees under their supervision participate in our Company’s compliancetraining programs.

 

*Reporting Violations*

 

All employeesare obliged to report violations or suspected violations of this code or thelaw and to cooperate in any investigations conducted under this code.  We prefer that you give your identity whenreporting violations or suspected violations, to allow the Company to contactyou in the event further information is needed to pursue an investigation, andyour identity will be maintained in confidence to the extent practicable underthe circumstances and consistent with enforcing this code and applicablelaw.  However, you may anonymouslyreport violations or suspected violations. Please refer to the section on page 16 entitled “Asking for help andReporting Concerns” and the individual sections in this code for informationabout where to report violations or suspected violations.

 

*Investigations/CorrectiveActions*

 

We willinitiate a prompt investigation following any credible indication that a breachof law or this code may have occurred. We will also initiate appropriate corrective action as we deemnecessary, which may include notifying appropriate authorities/or imposingdisciplinary action, up to and including discharge.  If you are involved in a violation of this code, the fact thatyou reported the violation, together with the degree of cooperation displayedby you and whether the violation is intentional or unintentional, will be givenconsideration in our investigation of the violation and any resulting disciplinaryaction.  Violations of this code andapplicable law may also result in the imposition of civil and criminalpenalties.  For example, if you commit aviolation that results in monetary loss to the Company, we may seek civilremedies from you, and you may be required to reimburse us for that loss.

 

*No Retaliation*

 

We will nottolerate any retaliatory action against any employee who notifies us of apossible violation of law or this code, including any act of discrimination,harassment or intimidation against such employee.  In addition, we adhere to all applicable “whistleblower” lawsthat are designed to protect employees from retaliatory action for providinginformation to us, governmental authorities or in connection with officialproceedings under certain circumstances, with respect to certain laws such asthose governing workplace safety, the environment, securities fraud and federallaw relating to fraud against shareholders.

 

*Approvals*

 

Approvalsrequired under this code should be documented.

 

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*Waivers*

 

Any requestfor a waiver of this code must be submitted in writing or by e-mail to ourcompliance officer who has authority to decide whether to grant a waiver.  However, a waiver of any provision of thiscode for a director or an executive officer must be approved by our Board ofDirectors or its designated committee and will be promptly disclosed to theextent required by law or regulation.

 

*Certifications*

 

All newemployees must sign a certificate confirming that they have read and understandthis code.  We will also require anannual certification of compliance with the code by all officers with the titleof Vice President or above.  However,failure to read the code or sign a confirmation certificate does not excuse youfrom complying with this code.

 

***Asking for Help and ReportingConcerns***

 

We take thiscode very seriously and consider its enforcement to be among our highestpriorities, but we also acknowledge that it is sometimes difficult to knowright from wrong.  That is why weencourage open communication.  ***When in doubt, ask***.  Whenever you have a question or concern, areunsure about what the appropriate course of action is, or if you believe that aviolation of the law or this code has or may have occurred:

 

**•**                  You should talk with your **immediatesupervisor**, assuming that you are comfortable doing so under thecircumstances.  He or she may have theinformation you need, or may be able to refer the matter to an appropriatesource, including legal counsel as circumstances warrant.

 

•                  As analternative or in addition to your immediate supervisor, you may also contactour compliance officer with questions, concerns, or information regardingviolations or suspected violations of this code.

 

•                  If you haveconcerns or complaints about accounting or audit matters or our internalaccounting controls, you may either confer with our **Controller** or **ChiefFinancial Officer**, or if you feel more comfortable, you may submityour concern or complaint, on an anonymous basis, to the **audit committee** of our boardof directors by telephoning our employee hotline service at 1-800-281-0723.

 

•                  For certainprovisions within this code, the **Human Resources Director** is also a resourceto whom questions, concerns, or complaints may be directed.

 

Toensure appropriate handling of questions, concerns, or reports of violations orsuspected violations under this code, the above provides information aboutwhere to direct such

 

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matters.  However, consistent with the “when in doubt,ask” approach, if a situation arises under this code that you believe must bediscussed with someone other than the above sources, you should raise the issuewith an executive officer of the Company, rather than to refrain from seekingor providing the information.

 

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**•**                  **Helpful Phone Numbers**

 

 
| General Counsel/Compliance  Officer |   | Mark Libera    |   | 301-255-0676 |
|-------------------------------------|--------|----------------|--------|--------------|
|                                |   |           |   |         |
| Director of Human  Resources        |   | Paula Reuther  |   | 301-468-3185 |
|                                |   |           |   |         |
| President/COO                       |   | Mark Jarrell   |   | 301-231-0340 |
|                                |   |           |   |         |
| Executive Vice  President/CFO       |   | Cynthia Azzara |   | 301-231-0332 |
|                                |   |           |   |         |
| Vice President/Controller           |   | Gene Bredow    |   | 301-231-0372 |

 

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**Confirmation Certificate**

 

I have beenprovided with a copy of the Code of Business Conduct and Ethics of CRIIMI,Inc.  I acknowledge that I have read thecode and understand my responsibilities under it.  I further acknowledge that I should follow the compliance proceduresdescribed in the code if I have any questions or concerns.

 
|   |           |
|--------|----------------|
|   | Employee Name: |   |
|   | Date:          |   |
|        |                |  |  |

 

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