REIMBURSEMENT AGREEMENT


     THIS REIMBURSEMENT AGREEMENT (this "Agreement") is made as of 11:59 p.m.
this 30th day of June, 1995, by and between CRIIMI MAE Management, Inc., a
Maryland corporation (the "Company") and CRI Insured Mortgage Associates Adviser
Limited Partnership, a Delaware limited partnership ("Adviser").

                                 R E C I T A L S

     WHEREAS, Adviser is the Adviser to CRI Liquidating REIT, Inc.
("Liquidating") pursuant to an Advisory Agreement dated as of November 21, 1989
(the "Advisory Agreement");

     WHEREAS, Adviser desires to avail itself of the experience, advice and
assistance of the Company in the performance of its duties under the Advisory
Agreement;

     WHEREAS, the Company desires to provide such assistance to Adviser.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:

     1.   Services to be Rendered

          (a)  The Company shall render or cause to be rendered to Adviser, upon
request of Adviser, those services listed on Exhibit A, attached hereto and made
a part hereof, upon the hourly rates or predetermined fees set forth or referred
to thereon.  Such rates or fees are intended to allow the Company to recover
only its costs and expenses, including allocable overhead, without realizing any
profit and any changes in such rates or fees shall be made only to reflect
increases in such costs and expenses.

          (b)  From time to time, Adviser may desire additional services not
specifically addressed in Exhibit A.  For such additional services, if requested
and to the extent the Company is willing and able to furnish such additional
services, the Company will be compensated in amounts determined based upon hours
of service rendered and hourly rates set by the Company.  The provision of any
such additional services by the Company, if such additional services are not of
the character of those set forth on Exhibit A, and the amount of compensation
therefor, shall be at all times on terms which are equal or no less favorable to
Adviser than could be obtained from unaffiliated third parties for comparable
services and which allow the Company to recover only its costs and expenses,
including allocable overhead, without realizing any profit.

     2.   Term

          The initial term of this Agreement shall commence on the date hereof
and shall be for a period of one (1) year (the "Initial Term").  Thereafter,
this Agreement shall be automatically renewed for successive one (1) year terms
(each a "Term Year"), until terminated.  Either party may terminate this
Agreement by giving the other party at least sixty (60) days' prior written
notice.  In addition, this Agreement shall terminate upon termination of the
Advisory Agreement.

     3.   Reimbursement

          For the services rendered by the Company to Adviser pursuant to this
Agreement, the Adviser shall pay to the Company the amounts due on a monthly
basis as invoiced to Adviser.  Such invoices shall set forth in reasonable
detail the services provided, the number of hours of services rendered or fees
charged, the identity of the individual(s) providing the services and such other
information as Adviser may reasonably request.  The Company shall submit monthly
invoices to Adviser by the tenth day of each month and shall receive payment 
within fifteen (15) days after submission.  The Company shall be entitled to a
late payment in the amount of four percent (4%) of the amount overdue for any
payment not made by Adviser.  The rates provided for in Exhibit A may be amended
by the Company as necessary to reflect changes in actual costs, including
allocable overhead, to perform the services.  Notwithstanding anything set forth
herein, the Company and Adviser may agree that Liquidating shall reimburse the
Company directly for its services under this Agreement.

     4.   Prevention of Performance

          The Company shall not be determined to be in violation of this
Agreement if it is prevented from performing any of the obligations hereunder
for any reason beyond its reasonable control, including without limitation, acts
of God, nature or  public enemy, strikes, or limitations of law, regulations or
rules of the Federal or of any state or local government or of any agency
thereof.

     5.   Independent Contractor; Indemnification

          (a)  It is expressly agreed by the parties hereto that each is at all
times acting and performing hereunder as an independent contractor and not as
agent for the other, and that no act of commission or omission of either party
hereto shall be construed to make or render the other party its principal,
agent, partner, joint venturer or associate, except to the extent specified
herein.

          (b)  Adviser shall indemnify, defend and hold the Company and its
affiliates and their respective  directors, officers, and employees harmless
from and against all damages, losses and out-of-pocket expenses (including
reasonable attorney's fees) incurred by them in the course of performing the
duties prescribed hereby, except for matters covered by Paragraph 5(c) below.

          (c)  The Company shall indemnify, defend and hold Adviser, and their
respective directors, officers, partners and employees harmless from and against
all damages, losses and out-of-pocket expenses (including reasonable attorneys'
fees) caused by or arising out of any willful misconduct or gross negligence in
the performance of any obligation or agreement of the Company herein.

          (d)  Except as otherwise provided in Paragraph 5(c) above, the Company
does not assume any responsibility under this Agreement other than to render the
services called for under this Agreement in accordance with the terms hereof and
in good faith.  Adviser shall have no recourse against the Company on account of
the failure of the Company to render the services as and when required hereunder
except as set forth in Paragraph 5(c) above.

     6.   Notices

          (a)  Each notice, demand, request, consent, report, approval or
communication ("Notice") which is or may be required to be given by either party
to the other party in connection with this Agreement and the transactions
contemplated hereby, shall be in writing, and given by telex, telegram,
telecopy, personal delivery, receipted delivery service, or by certified mail,
return receipt requested, prepaid and properly addressed to the party to be
served.

          (b)  Notices shall be effective on the date sent via telex, telegram
or telecopy, the date delivered personally or by receipted delivery service, or
three (3) days after the date mailed, to the addresses of the parties as set
forth below:

If to the Company:                 CRI Building
                                   11200 Rockville Pike
                                   Rockville, Maryland 20852
                                   Attn.:  Cynthia O. Azzara
                                           Senior Vice President
                                           Chief Financial Officer 

If to Adviser:                     CRI Building
                                   11200 Rockville Pike
                                   Rockville, Maryland 20852
                                   Attn.:  Richard J. Palmer
                                           Chief Financial Officer

          (c)  Each party may designate by Notice to the other in writing, given
in the foregoing manner, a new address to which any Notice may thereafter be so
given, served or sent.

     7.   Entire Agreement

          This Agreement, together with the Exhibits hereto, constitutes and
sets forth the entire agreement and understanding of the parties pertaining to
the subject matter hereof, and no prior or contemporaneous written or oral
agreement, understandings, undertakings, negotiations, promises, discussions,
warranties or covenants not specifically referred to or contained herein or
attached hereto shall be valid and enforceable.  No supplement, modification,
termination in whole or in part, or waiver of this Agreement shall be binding
unless executed in writing by the party to be bound thereby.  No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision hereof (whether or not similar), nor shall any
such waiver constitute a continuing waiver unless otherwise expressly provided.

     8.   Binding Effect

          This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, each of their respective successors and permitted assigns,
but may not be assigned by either party without the prior written consent of the
other party, and no other persons shall have or derive any right, benefit or
obligation hereunder.

     9.   Headings

          The headings and titles of the various paragraphs of this Agreement
are inserted merely for the purpose of conveniences, and do not expressly or by
implication limit, define, extend or affect the meaning or interpretation of
this Agreement or the specific terms or text of the paragraph so designated.

     10.  Governing Law; Severability

          This Agreement shall be governed in all respects, whether as to
validity, construction, capacity, performance or otherwise, by the laws of the
State of Maryland.  If any one or more of the provisions contained in this
Agreement or in any other instrument referred to herein shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, then in that
event, to the maximum extent permitted by law, such invalidity, illegality or
enforceability shall not affect any other provisions of this Agreement or any
other such instrument.

     11.  Counterparts

          This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall be
considered one and the same instrument.





                    (Signatures Begin on the Following Page) 
      IN WITNESS WHEREOF, this Agreement has been executed as of the day and 
year first above written.


                              CRIIMI MAE MANAGEMENT, INC.


                              By:   /s/ William B. Dockser
                                    ----------------------
                              Name: William B. Dockser
                              Its:  Chairman


                              CRI INSURED MORTGAGE ASSOCIATES
                              ADVISER LIMITED PARTNERSHIP

                              By:   C.R.I., INC.
                              Its:  General Partner


                              By:   /s/ H. William Willoughby
                                    -------------------------
                              Name: H. William Willoughby
                              Its:  President <PAGE>
   

                                       Exhibit A
As requested by Adviser:

*    Respond to requests for (i) advice and reports with respect to the
     acquisition, holding and disposition of investments, and (ii) research,
     economic and statistical data in connection with Liquidating's investments.

*    Assist Adviser in conducting relations with HUD, GNMA, FHA, FLHMC, FNMA,
     developers, builders, co-venturers or partners of  Liquidating, sellers and
     purchasers of real estate, tenants, lenders, borrowers, investors,
     consultants, accountants, mortgage loan originators, brokers, investors,
     participants, property managers, attorneys, appraisers, insurers, and
     persons acting in any other capacity relevant to the activities of
     Liquidating, and as necessary, negotiate contracts with, retain, and
     supervise services performed by, such parties in connection with
     investments which have been or may be acquired by, and assigned to,
     Liquidating or investments which may be or are disposed of by Liquidating.

*    Perform day-to-day administrative and business affairs of Liquidating.

*    Maintain all books, accounts and records of Liquidating.

*    Prepare periodic financial statements, including statements of
     distributable income of Liquidating.

*    Assist in the preparation of any reports which Liquidating is required to
     provide to its shareholders; Prepare an annual budget; 

*    Provide mortgage servicing and serve as the mortgagee of record for any
     mortgage investment as requested by Adviser.

*    Plan, recommend and execute acquiring, holding and disposing of
     investments, including cash, disbursing and collecting the funds, paying
     the debt and fulfilling the obligations of Liquidating and handling,
     prosecuting and settling any claims of or against Liquidating.

*    Negotiate on Liquidating's behalf with investment banking firms, banks and
     other institutions or investors in connection with the purchase and sale of
     securities of Liquidating.

*    Maintain all books, accounts and records of Adviser

*    The per hour rate for each Company employee providing the services listed
     above, including allocable overhead, can be obtained for any year of the
     term of this Agreement from the Company's Chief Financial Officer.<PAGE>