EXHIBIT 10(o)

    Employment and Non-Competition Agreement between CRIIMI MAE Management,
                                Inc. and Jay R. Cohen<PAGE>







                    EMPLOYMENT AND NON-COMPETITION AGREEMENT


     THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement") is entered
into as of the 30th day of June, 1995, between CRIIMI MAE Management, Inc., a
Maryland corporation (the "Company"), and Jay R. Cohen (the "Executive").


                                 R E C I T A L S

     A.   The Executive is employed by an affiliate of C.R.I., Inc. (the "C.R.I.
Affiliate").

     B.   A proposal (the "Merger Proposal") to merge pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") certain C.R.I. Affiliates with the
Company, a wholly-owned subsidiary of CRIIMI MAE Inc. (the "Parent"), and
certain related transactions, has been approved by the Parent's stockholders.

     C.   If the Merger Proposal is consummated, at the closing of the merger
(the "Effective Time"), the Executive shall be employed by the Company, on the
terms and subject to the conditions set forth herein.

     D.   It is also contemplated that at the Effective Time, the Parent will
issue approximately 40,000 shares (the "Merger Shares") of its Common Stock to
the Executive (with the actual number of shares depending on the price per share
at the Effective Time as set forth in the Merger Agreement) and that the Merger
Shares will be subject to divestiture, in accordance with a vesting schedule set
forth in a separate stock issuance agreement made effective as of the Effective
Time (the "Stock Issuance Agreement").

     For good and valuable consideration, the Company and the Executive agree as
follows:

     1    EMPLOYMENT.

          1.1  Position.  At the Effective Time, the Company shall employ the
Executive as an Executive Vice President, and the Executive hereby accepts such
employment for the term of this Agreement (the "Term"), on the terms and subject
to the conditions set forth below.

          1.2  Duties.  The Executive shall report directly to the Company's
President, unless the President or the Company's Board of Directors (the
"Board") instructs him otherwise, and shall perform such duties consistent with
the Company's bylaws and his position as Executive Vice President as may be
reasonably requested of him by the President or by the Board.

          1.3  Attention and Effort.  The Executive shall be required to devote
his full business time, attention and effort to the Company's business and
affairs and perform diligently his duties as Executive Vice President.  The
Executive agrees to use all of his skills and business judgment and render
services to the best of his ability to serve the interests of the Company. 
Subject to the terms of Section 7, this shall not preclude the Executive from
serving on community and civic boards, participating in industry associations,
or otherwise engaging in other business activities which, in the Company's
reasonable judgment, do not unreasonably interfere with his duties to the
Company.

          1.4  Support Services.  The Executive shall be entitled to all of the
administrative, operational and facility support customary for an Executive Vice
President similarly situated.  This support shall include, without limitation, a
suitably appointed private office, a secretary or administrative assistant, and
payment of or reimbursement for reasonable cellular telephone expenses, business
entertainment expenses, expenses of the Executive maintaining his professional
license and standing and any and all other business expenses reasonably incurred
on behalf of or in the course of performing duties for the Company.  The 
Executive agrees to provide such documentation of these expenses as may be
reasonably required.

     2    TERM.  Subject to the provisions for termination in Section 5, the
Term shall begin on the Effective Time and shall continue through the third
anniversary of the Effective Time.

     3    COMPENSATION.  Throughout the Term, the Company shall pay or provide,
as the case may be, to the Executive, the compensation and other benefits and
rights set forth in this Section 3.

          3.1  Base Salary.  The Company shall pay to the Executive an initial
"Base Salary," payable in accordance with the Company's usual pay practices (and
in any event no less frequently than monthly), of $175,000 per annum.

          3.2  CPI Adjustments.  Beginning on the first day of the thirteenth
(13th) month after the Effective Time, and on the first day of each twelfth
(12th) month thereafter, the Company shall increase the Executive's Base Salary
by an amount equal to the Base Salary in effect during the month (the
"Adjustment Month") immediately prior thereto, multiplied by the greater of
(i) 5% or (ii) the percentage increase in the Consumer Price Index-United States
City Average Urban Wage Earners and Clerical Workers (1967=100) (the "CPI") for
the Adjustment Month over the CPI for the twelfth (12th) month preceding the
Adjustment Month.

          3.3  Discretionary Bonus.  The payment of bonuses, if any, to the
Executive shall be determined by the Board in its sole discretion.

          3.4  Stock Options.

               3.4.1     Stock Options.  At the Effective Time, the Executive
shall be granted options ("Options") to purchase up to 65,000 Common Shares of
the Parent (the "Option Shares"), pursuant and subject to the terms and
conditions of a separate option agreement (the "Option Agreement") and stock
option plan.  Such stock option plan may be converted to an incentive stock
option plan if it is approved by the stockholders of the Company.  The Options
are in addition to any other rights and options which may be granted to the
Executive under any qualified, non-qualified, incentive, bonus and other stock
or stock option plans which may be adopted by the Company.

               3.4.2     Vesting.  Subject to the provisions of Section 6, the
Options shall vest in one-third increments on each of the first three
anniversaries of the Effective Time, as provided in the Option Agreement.

          3.5  Loan for Partial Payment of Taxes on Merger Shares; Loan for
Payment of Withholding Taxes on Option Shares.

               3.5.1     Merger Shares.  Upon request by the Executive, the
Company shall lend to the Executive funds to pay a portion of any income taxes
due in connection with the receipt of the Merger Shares, in an amount calculated
as set forth in this Section.  One third of the Merger Shares granted to the
Executive will no longer be subject to divestiture on each of the first three
anniversary dates of the Effective Time, with the Executive recognizing gain on
each one-third of the Merger Shares as they are vested.  In the first three
months of each of the three calendar years following such vesting and income
recognition (or in December of the year of income recognition if the Executive
is required to make estimated tax payments), the Executive may request from the
Company, and the Company shall lend to the Executive promptly after such request
but in any event no later than April 15th of such year (or the due date of the
estimated tax payment, if applicable), a loan in a principal amount not
exceeding an amount equal to (a) a percentage equal to the sum of the maximum
applicable federal and state rates of taxation times (b) the market value of the
Merger Shares, on the date on which such Merger Shares vested, that vested in
the prior year (it is assumed that the market value will reflect the income to
be recognized).  Each such loan shall be evidenced by a promissory note, which
shall bear interest, at the rate of ten year Treasury Notes, plus 100 basis 
points, to be adjusted prospectively to the then current rate quarterly, on the
first days of July, October, January and April of each year until such note is
paid in full, and in any event such rate shall never be less than the average
rate being paid by the Parent for any general corporate (as opposed to deal
specific) loans.  The unpaid principal amount of each promissory note shall be
payable in full on the earlier of the eighth anniversary of the Effective Time,
or the date which is sixty (60) days after the Executive's employment is
terminated provided that if the Lock-Up Period (as such term is defined in that
certain Registration Rights and Lock-Up Agreement effective as of the Effective
Time between the Parent and among others, the Executive) has not then expired,
within sixty (60) days after expiration of such Lock-Up Period.  Of the
dividends paid on the Merger Shares during the term of the promissory note, an
amount sufficient to pay any income taxes due on such dividends by the Executive
may be retained by the Executive with the balance being paid to the Company, to
be applied to curtail the loan, first to accrued and unpaid interest, then to
reduce the outstanding principal balance.  The Executive agrees to pledge the
Executive's Merger Shares to the Company as security for any such loan, pursuant
to a pledge agreement reasonably satisfactory to counsel for the Company. 
Furthermore, in the event the Executive chooses to make what is known as a
"Section 83(b) election," the Executive shall be entitled to request, and the
Company shall make to the Executive, a loan calculated pursuant to the formula
set forth above on the market value of all of the Merger Shares, promptly after
such request, on the same terms and with the same security described above.

               3.5.2     Option Shares.  In the event the Company is required to
withhold taxes on the exercise of an Option by the Executive, the Company hereby
agrees to lend an amount equal to such taxes to the Executive upon the following
terms and conditions.  The principal amount shall be due within sixty (60) days
of the first to occur of (i) sale of the Option Shares, (ii) termination of
employment hereunder or (iii) the tenth (10th) anniversary date of the Effective
Time, whichever is earlier.  Interest on the principal amount shall accrue at
the appropriate applicable Federal rate, as defined in Section 1274(d) of the
Internal Revenue Code, and shall be payable when the principal amount is due. 
Of the dividends paid on the Option Shares during the term of the promissory
note, an amount sufficient to pay any income taxes due on such dividends by the
Executive may be retained by the Executive with the balance being paid to the
Company, to be applied to curtail the loan, first to accrued and unpaid
interest, then to reduce the outstanding principal balance.  The Executive
agrees to pledge the Executive's Option Shares to the Company as security for
any such loan, pursuant to a pledge agreement reasonably satisfactory to counsel
for the Company.

          3.6       Qualified Stock Options.  The Company will seek to adopt for
its employees a qualified incentive stock option plan (the "Stock Option Plan")
during the first twelve (12) months following the Effective Time.  It is
contemplated that the Executive shall be a participant in the Stock Option Plan
in accordance with Company policies.

          3.7  Insurance.  The Company shall adopt policies with benefits not
less than those of the C.R.I. Affiliates in effect immediately prior to the
Effective Time with respect to life insurance and disability insurance for the
Executive, and medical, hospitalization and dental insurance for the Executive,
his spouse and eligible family members in accordance with the policy
(collectively, "Insurance Benefits").  The Company shall provide Insurance
Benefits to the Executive in accordance with its policies.

          3.8  Automobile.  At the Effective Time, the Company will succeed to
the lease by a C.R.I. Affiliate for a Chrysler automobile used by the Executive
as a C.R.I. Affiliate employee.  During the Term, the Executive shall have use
of this automobile or a comparable new automobile, and the Company shall enter
into a lease for a new automobile to be used by the Executive no less than once
every three years.  The Company shall:

               3.8.1     provide automobile theft, casualty and liability
insurance, and  

               3.8.2     pay for all costs of maintenance and repair of such
automobile; and

               3.8.3     have the Executive removed from any personal obligation
as guarantor of the automobile lease or assume the C.R.I. Affiliate's written
obligations to indemnify and hold harmless the Executive in respect of such
personal guarantee, whether or not the Executive remains employed by the
Company.

Upon termination of employment other than termination for "Cause" (as such term
is defined in Section 5.6 below) or the Executive's voluntary resignation, the
Executive shall have the right to be substituted as lessee under the automobile
lease.

          3.9  Parking Space.  The Company shall provide a parking space in the
garage of the building where its headquarters is located (or nearby if no such
garage).  The Executive shall pay the same proportion of the cost of such space
as the Executive was paying for a parking space immediately prior to the
Effective Time.

          3.10 Profit Sharing, Retirement and Other Benefit Plans.  The
Executive shall participate in all profit sharing, retirement and other benefit
plans of the Company generally available from time to time to employees of the
Company and for which the Executive qualifies under the terms thereof (and
nothing in this Agreement shall, or shall be deemed to, in any way affect the
Executive's right and benefits thereunder except as expressly provided herein).

          3.11 Vacation and Sick Leave.  At the Effective Time, the Company
shall adopt a vacation and sick leave policy identical to the vacation and sick
leave policy of the C.R.I. Affiliates immediately prior to the Effective Time. 
The Executive shall be entitled to such periods of vacation and sick leave
allowance each year as provided under the Company's vacation and sick leave
policy for executive officers.  The Company shall also provide to the Executive
such additional periods of vacation and sick leave allowance which the C.R.I.
Affiliate was required to provide to the Executive, but were unused and accrued,
up to the Effective Time.

          3.12 Membership Fees.  The Company shall, on the Executive's behalf,
bear the cost of initiation and regular membership fees and dues incurred during
the Term for professional associations, and shall reimburse the Executive the
amount of any charges actually and reasonably incurred at such association or
associations in the conduct of the Company's business.

          3.13 Expense Allowance.  The Company shall reimburse the Executive or
provide him with an expense allowance of up to Five Thousand Dollars ($5,000)
for each year of the Term for financial planning, tax return and financial
statement preparation services.

     4    PERMANENT DISABILITY.

          4.1  Determination.  The Executive's "Permanent Disability" shall be
deemed to have occurred one (1) day after (x) one hundred fifty (150) days in
the aggregate during any consecutive twelve (12) month period, or (y) one
hundred five (105) consecutive days that the Executive, by reason of his 
physical or mental disability or illness, shall have been unable to discharge
fully his duties under this Agreement.

          4.2  Resolution of Disagreement.  If either the Company or the
Executive, after receipt of notice of the Executive's Permanent Disability from
the other, disagrees that the Executive's Permanent Disability shall have
occurred, the Executive shall promptly submit to a physical examination by, or
at the direction of, the chief of medicine of any major accredited hospital in
the Washington, D.C. metropolitan area and, unless such physician shall issue a
written statement to the effect that, in such physician's opinion, based on such
physician's diagnosis, the Executive is capable of resuming his employment and
devoting his full time and energy to discharging fully his duties hereunder 
within thirty (30) days after the date of such statement, such Permanent
Disability shall be deemed to have occurred on a date determined in accordance
with Section 4.1.

     5    TERMINATION OF EMPLOYMENT.  The Executive's employment under this
Agreement and the Term shall be terminated as provided in Sections 5.1 through
5.5, upon delivery by the terminating party to the non-terminating party of
written notice specifying the Section of this Agreement under which termination
is being effected (except that no notice shall be required for termination under
Section 5.1).  Termination shall be effective upon delivery of such notice,
unless the Company agrees to a later effective date.

          5.1  Immediately upon the death of the Executive.

          5.2  By the Company at any time after the Permanent Disability of the
Executive, subject to compliance by the Company with the Americans With
Disabilities Act, and by the Executive at any time after his Permanent
Disability.

          5.3  By the Company at any time for Cause.

          5.4  By the Company at any time without Cause.

          5.5  By the Executive's resignation.

          5.6  For purposes hereof, Cause shall mean:

               5.6.1     (i) Active participation by the Executive in fraudulent
conduct, (ii) conviction of, or a guilty plea to, a felony, (iii) a deliberate
act or series of deliberate acts which, in the reasonable judgment of the
Company, results or would likely result in material injury to the business,
operations or business reputation of the Company, (iv) an act or series of acts
of dishonesty, recklessness or gross negligence or (v) the Executive's willful
failure to perform any of his material duties under this Agreement; provided,
however, there shall not be Cause in the case of (x) clause (iii), if the
Executive promptly and diligently, after receipt of written notice from the
Company, takes such action which causes the Company, in its reasonable judgment,
to believe that such act would not likely result in material injury to the
business, operations or business reputation of the Company, or that any such
injury, if already incurred, has been rectified, or (y) clause (v), if the
Executive promptly and diligently, after receipt of written notice from the
Company, discontinues his failure to perform and rectifies any injury which
resulted from his failure to perform.  Any repetition of any such deliberate, or
substantially similar, act or such willful, or substantially similar, failure to
perform, shall be Cause without any further opportunity to cure.

               5.6.2     The Executive's material breach of any provision of
this Agreement, which material breach has not been cured to the Company's
reasonable satisfaction within ten (10) days after the Company gives written
notice thereof to the Executive or within such longer period of time, up to
sixty (60) days after such notice, which is reasonably required to cure the
default if the Executive is acting diligently to cure the default.

               5.6.3     Excessive absenteeism by the Executive; provided that
absenteeism (x) related to illness or otherwise covered by Section 4,
(y) required to be permitted under applicable federal or state laws, or
(z) permitted under a policy of the Company, shall not deemed to be excessive.

               5.6.4     The voluntary resignation of the Executive without the
prior consent of the Board.

     5.7  Upon any termination of the Executive's employment under this
Agreement, the Executive shall be deemed to have resigned from all offices and
directorships held by the Executive in the Company, the Parent, and all entity
affiliates of the Parent, and the Executive shall sign and deliver to the 
Company, the Parent, and all entity affiliates of the Parent, as the case may
be, written resignations from all such offices and directorships.

     6    SEVERANCE COMPENSATION.

          6.1  Termination by Death.  If the Executive's employment is
terminated by death, the Executive's estate shall be entitled to receive
(x) severance compensation, within ninety (90) days after the date of death, in
a lump sum payment equal to the total of his Base Salary under Section 3.1 for
twelve (12) months after the date of death, (y) other benefits, payable within
ninety (90) days after the date of death, accrued by him hereunder up to and
including the date of the Executive's death and (z) benefits, if any, provided
by any insurance policies in accordance with their terms.  Any rights to
purchase Option Shares that shall not have vested under the Option Agreement and
any Merger Shares that shall not have vested pursuant to the Stock Issuance
Agreement shall vest immediately upon the death of the Executive.

          6.2  Termination for Cause.  If the Executive's employment is
terminated by the Company for Cause, the Company shall not have any other or
further obligations to the Executive under this Agreement (except (x) as may be
provided in accordance with the terms of profit sharing, retirement and other
benefit plans pursuant to Section 3.10, (y) as to that portion of any unpaid
Base Salary and other benefits accrued and earned under this Agreement through
the date of such termination, and (z) as to benefits, if any, provided by any
insurance policies in accordance with their terms).  Any rights to purchase
Option Shares  that shall not have vested under the Option Agreement and any
rights to Merger Shares that have not vested pursuant to the Stock Issuance
Agreement within thirty (30) days following such termination shall terminate. 
Furthermore, all rights to purchase Option Shares that are vested must be
exercised within one hundred eighty (180) days following such termination of
employment or such rights shall terminate.


          6.3  Termination without Cause or for Permanent Disability.

               6.3.1     If the Executive's employment is terminated by the
Company without Cause, the Executive shall be entitled to receive (x) severance
compensation equal to what would have been his Base Salary under Section 3.1 for
twelve (12) months from the date of such termination, payable at such times as
his Base Salary would have been paid if his employment had not been terminated, 
(y) other benefits pursuant to Sections 3.10, 3.11 and 3.13, payable within
ninety (90) days after the date of such termination, accrued by him hereunder up
to and including the date of such termination and (z) benefits, if any, provided
by any insurance policies in accordance with their terms.  The vesting schedules
for the rights to purchase Option Shares and the Merger Shares set forth in the
Option Agreement and the Stock Issuance Agreement, respectively, shall not be
affected by any such termination of employment without Cause.

               6.3.2     If the Executive's employment is terminated because of
his Permanent Disability, the Executive shall be entitled to receive
(x) severance compensation equal to what would have been his Base Salary under
Section 3.1 for twelve (12) months from the date of such termination, payable at
such times as his Base Salary would have been paid if his employment had not
been terminated, (y) other benefits pursuant to Section 3.10, 3.11 and 3.13,
payable within ninety (90) days after the date of such termination, accrued by
him hereunder up to and including the date of such termination and (z) benefits,
if any, provided by any insurance policies in accordance with their terms.  The
vesting schedules for the rights to purchase Option Shares and the Merger Shares
set forth in the Option Agreement and the Stock Issuance Agreement,
respectively, shall not be affected by any such termination of employment for
Permanent Disability.

          6.4  Involuntary Resignation.  If the Executive resigns from all
offices and directorships of the Company, the Parent, and all entity affiliates
of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.7,
such resignation shall be deemed to be an "Involuntary Resignation", and the 
Executive shall be entitled to receive the same severance compensation and other
benefits as are provided for in Section 6.3.  The vesting schedules for the
rights to purchase Option Shares and the Merger Shares set forth in the Option
Agreement and the Stock Issuance Agreement, respectively, shall not be affected
by any such termination of employment without Cause.

               6.4.1     The Company materially changes the Executive's duties
and responsibilities as set forth in Section 1 without his consent.  The
Executive shall be deemed to have consented to any written proposal calling for
a material change in his duties and responsibilities as set forth in Section 1
unless he shall give written notice of his objection thereto to the Company
within thirty (30) days after receipt of such written proposal.  If the
Executive shall have given such objection, the Company shall have the
opportunity to withdraw such proposed material change by written notice to the
Executive given within ten (10) days after the end of such fifteen (15) day
period.

               6.4.2     The Executive's place of employment or the principal
executive offices of the Company are located more than twenty-five (25) road
miles from 11200 Rockville Pike, Rockville, Montgomery County, Maryland.

               6.4.3     The Company, without the Executive's prior written
consent, reduces the Executive's Base Salary or, in each calendar year during
the Term, does not pay the Executive bonus compensation in a total amount equal
to at least $50,000.00 of his Base Salary in effect for such year.

               6.4.4     The Company imposes requirements on the Executive, or
gives instructions or directions to the Executive, which are:  (x) contrary to
or in violation of (i) rules, principles, or codes of professional
responsibility or (ii) law (as set forth in written statutes or regulations
thereunder), which the Executive is obligated to follow; (y) such that
compliance by the Executive with such requirements, instructions or directions
would likely (i) have a material adverse effect on the Executive or (ii) cause
the Executive to suffer substantial liability, and (z) not withdrawn by the
Company after written request by the Executive, which written request sets forth
the Executive's complete explanation as to why he believes the requirements,
instructions or directions should be withdrawn.

               6.4.5     There occurs a material breach by the Company of any of
its obligations under this Agreement, which breach has not been cured in all
material respects within thirty (30) days after the Executive gives written
notice thereof to the Company, which notice sets forth in reasonable detail the
nature and circumstances of such breach.

               6.4.6     The Company, the Parent, or an entity affiliate of the
Parent violates a federal or state criminal law involving moral turpitude, and
the Executive was unaware of such unlawful activity at the time of its
occurrence.

               6.4.7     There occurs a "change in control."  The term "change
in control" means the first to occur of the following events:

                    A.   Any person or group of commonly controlled persons owns
or controls, directly or indirectly, thirty-five percent (35%) or more of the
voting control of, or beneficial rights to, the voting capital stock of the
Parent.

                    B.   The Parent's stockholders approve an agreement to merge
or consolidate with another corporation or other entity resulting (whether
separately or in connection with a series of related transactions) in a change
in ownership of twenty percent (20%) or more of the voting control of, or
beneficial rights to, the voting capital stock of the Parent, or an agreement to
sell or otherwise dispose of all or substantially all of the Parent's assets
(including, without limitation, a plan of liquidation or dissolution), or
otherwise approve of a fundamental alteration in the nature of the Parent's
business. 

                    C.   The Parent no longer owns a majority of the voting
stock of the Company.

                    D.   Notwithstanding the provisions of Sections 6.4.7.A. and
B., the ownership of Common Shares by the Executive, William B. Dockser,
H. William Willoughby, and their respective affiliates shall not be taken into
account in determining whether there has been a "change in control" of the
Parent.

          6.5  Voluntary Resignation or Failure to Extend the Term.  If the
Executive voluntarily resigns his employment, or is an employee of the Company
at the third anniversary of the commencement of the Term and the Executive and
the Company have not reached mutual agreement with respect to the Executive's
continued employment by the Company, the Executive's employment shall be
terminated.  In the event of a failure to extend the Term, the Executive shall
be entitled to receive severance compensation equal to what would have been his
Base Salary under Section 3.1 for twelve (12) months after such date, payable at
such times as his Base Salary would have been paid if the Term had not expired,
but in the event of voluntary resignation, the Executive shall not be entitled
to any severance pay.  

               6.5.1     In the event of a voluntary resignation, any rights to
purchase Option Shares and any rights to Merger Shares that have not vested
pursuant to the Option Agreement and the Stock Issuance Agreement, respectively,
shall terminate immediately upon such voluntary resignation.  Furthermore, all
rights to purchase Option Shares that are vested must be exercised within one
hundred eighty (180) days following such voluntary resignation or such rights
shall terminate.
               6.5.2     In the event employment is terminated for a failure to
extend the Term, the vesting schedules for the rights to purchase Option Shares
and the Merger Shares set forth in the Option Agreement and the Stock Issuance
Agreement, respectively, shall not be affected by any such termination.

     7    COVENANTS AND CONFIDENTIAL INFORMATION.

          7.1  Agreement.  The Executive acknowledges the Company's reliance on
and expectation of the Executive's continued commitment to performance of his
duties and responsibilities during the Term.  In light of such reliance and
expectation on the part of the Company, during the periods hereafter specified
in Section 7.2, the Executive covenants that he shall not, directly or
indirectly, do or cause, or allow to be done, any of the following:

               7.1.1     Own, manage, control or participate in the ownership,
management or control of, or be employed or engaged by, or otherwise affiliated
or associated as, a consultant, independent contractor or otherwise with, any
other corporation, partnership, proprietorship, firm, association or other
business entity directly or indirectly engaged in the business of, or otherwise
directly or indirectly engaged in any activities that (x) compete with the
Company, the Parent, or any entity affiliate of the Parent or (y) are of a type
which are the same or materially similar to the business activities in which
during the Term the Company, the Parent, or entity affiliates of the Parent
engaged; provided, however, that (A) the beneficial and/or record ownership of
not more than two and one-half percent (2.5%) of any class of publicly traded
securities of any such entity, or (B) engaging in insubstantial and occasional
activities for C.R.I., Inc. and its affiliates which relate to or arise out of
matters pending as of the Effective Time at the request of the President or the
Chairman, shall not be deemed a violation of this covenant; or

               7.1.2     Disclose, divulge, discuss, copy or otherwise use or
suffer to be used in any manner, other than in accordance with the Executive's
duties hereunder, any confidential or proprietary information relating to the
Company's business, prospects, finances, operations, properties or otherwise to
its particular business or other trade secrets of the Company, the Parent, or
any entity affiliate of the Parent, it being acknowledged by the Executive that
all such information regarding the business of the Company, the Parent, or any
entity affiliate of the Parent compiled or obtained by, or furnished to, the 
Executive while the Executive shall have been employed by or associated with the
Company is confidential and/or proprietary information and the exclusive
property of the Company, the Parent, or an entity affiliate of the Parent, as
the case may be; provided, however, that the foregoing restrictions shall not
apply to the extent that such information (x) is clearly obtainable in the
public domain; (y) becomes obtainable in the public domain, except by reason of
the breach by the Executive of the terms hereof; or (z) is required to be
disclosed by rule of law or by order of a court or governmental body or agency.

          7.2  The applicable periods shall be:  (x) so long as the Executive is
an employee of the Company; and (y) at any time after the Executive ceases to be
an employee of the Company but is receiving severance compensation as provided
in Section 6.

          7.3  The Executive agrees and understands that the remedy at law for
any breach by him of this Section 7 will be inadequate and that the damages
flowing from such breach are not readily susceptible to being measured in
monetary terms.  Accordingly, it is acknowledged that the Company, the Parent,
and any entity affiliates of the Parent, as the case may be, shall be entitled
to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach.  Nothing in this Section 7 shall be deemed to
limit the remedies at law or in equity for any breach by the Executive of any of
the provisions of this Section 7 which may be pursued or availed of by the
Company, the Parent, or any entity affiliate of the Parent.

          7.4  The Executive has carefully considered the nature and extent of
the restrictions upon him and the rights and remedies conferred upon the
Company, the Parent, and any entity affiliates of the Parent under this
Section 7, and hereby acknowledges and agrees that the same are reasonable with
respect to time and territory; are designed to eliminate competition which
otherwise would be unfair to the Company, the Parent, and entity affiliates of
the Parent; do not stifle the inherent skill and experience of the Executive;
would not operate as a bar to the Executive's sole means of support; are fully
required to protect the legitimate interests of the Company, the Parent, and
entity affiliates of the Parent; and do not confer a benefit upon the Company,
the Parent or entity affiliates of the Parent disproportionate to the detriment
to the Executive.<PAGE>
     8    MISCELLANEOUS.

          8.1  Agreement Null and Void.  If the Merger Proposal is not
consummated within the time provided in the Merger Agreement,  this Agreement
shall be null and void as though it had never been made, and neither party shall
have any liability to the other.

          8.2  No Restrictions.  The Executive represents and warrants that he
is not a party to any agreement, contract or understanding, whether employment
or otherwise, which would restrict or prohibit him from undertaking or
performing employment in accordance with the terms and conditions of this
Agreement.

          8.3  Severability.  The provisions of this Agreement are severable,
and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions and any partially
unenforceable provision to the extent enforceable nevertheless shall be binding
and enforceable.

          8.4  Successors and Assigns.  The rights and obligations of the
Company, the Parent, and entity affiliates of the Parent under this Agreement
shall inure to the benefit of, and shall be binding on, the Company, the Parent,
and entity affiliates of the Parent, and their respective successors and
assigns, and the rights and obligations (other than obligations to perform
services) of the Executive under this Agreement shall inure to the benefit of,
and shall be binding upon, the Executive and his heirs, personal representatives
and assigns.  The benefits of the Executive's obligations to perform services to
the Company shall run equally to the Parent and its entity affiliates as though
they are parties to this Agreement.

          8.5  Dispute Resolution.  Any controversy (excluding a disagreement
covered by Section 4.2 (Permanent Disability)) or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in Montgomery County, Maryland, in accordance with the Commercial
Rules of the American Arbitration Association then pertaining in Montgomery
County, Maryland, and judgment upon the award rendered by the arbitrator or
arbitrators may be entered in any court having jurisdiction thereof.  The
arbitrator or arbitrators shall be deemed to possess the powers to issue
mandatory orders and restraining orders in connection with such arbitration;
provided, however, that nothing in this Section 8.5 shall be construed so as to
deny the Company the right and power to seek and obtain injunctive relief in a
court of equity for any breach or threatened breach by the Executive of any of
his covenants contained in Section 7 of this Agreement.

          8.6  Notices.  All notices and other communications required or
permitted under this Agreement shall be in writing, and shall be deemed properly
given if delivered personally, mailed by registered or certified mail in the
United States mail, postage prepaid, return receipt requested, sent by
facsimile, or sent by Express Mail, Federal Express or other nationally
recognized express delivery service, as follows:

          If mailed to the Company or the Board:

               CRIIMI MAE Management, Inc.
               11200 Rockville Pike
               Rockville, MD  20852
               Attention:  Chairman of the Board
               Fax Number:  301-231-0399<PAGE>
          If to CRIIMI MAE Inc.:

               CRIIMI MAE Inc.
               11200 Rockville Pike
               Rockville, MD  20852
               Attention:  Chairman of the Board
               Fax Number:  301-231-0399

          If to the Executive:

               Jay R. Cohen
               8000 Thornley Court
               Bethesda, MD  20817

Notice given by hand, certified or registered mail, or by Express Mail, Federal
Express or other such express delivery service shall be effective upon actual
receipt.  Notice given by facsimile transmission shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours.  All notices by facsimile
transmission shall be confirmed promptly after transmission in writing by
certified mail or personal delivery.  Any party may change any address to which
notice is to be given to it by giving notice as provided above of such change of
address.

          8.7  No Waiver.  The failure of either party to enforce any provision
or provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions as to any future violations thereof, nor
prevent that party thereafter from enforcing each and every other provision of
this Agreement.  The rights granted the parties herein are cumulative and the
waiver of any single remedy shall not constitute a waiver of such party's right
to assert all other legal remedies available to it under the circumstances.

          8.8  Prior Agreements.  This Agreement supersedes all prior agreements
and understandings between the parties and may not be modified or terminated
orally.  No modification or attempted waiver shall be valid unless in writing
and signed by the party against whom the same is sought to be enforced.

          8.9  Governing Law.  This Agreement shall be governed by, and
construed in accordance with the provisions of, the law of the State of
Maryland, without reference to provisions that refer a matter to the law of any
other jurisdiction.  Each party hereto hereby irrevocably submits itself to the
non-exclusive personal jurisdiction of the federal and state courts sitting in
Maryland; accordingly, subject to the provisions for arbitration provided in
Section 8.5, any justiciable matters arising out of or relating to Section 7 of
this Agreement may be adjudicated only in a federal or state court sitting in
Maryland.

          8.10 Tax Withholding.  All payments required to be made by the Company
hereunder to the Executive shall be subject to the withholding of such amounts
relating to taxes and other government assessments as the Company may reasonably
determine it should withhold pursuant to any applicable law, rule or regulation.

          8.11 Captions.  Captions and section headings used herein are for
convenience and are not a part of this Agreement and shall not be used in
construing it.

          8.12 Singular, Plural and Gender.  Where necessary or appropriate to
the meaning hereof, the singular and plural shall be deemed to include each
other, and the masculine, feminine and neuter shall be deemed to include each
other.

          8.13 Indemnification.  The Executive shall have the full benefit of
all indemnifications authorized by the Company's and the Parent's articles of
incorporation and bylaws applicable to officers and directors and the Company
shall provide Directors and Officers Insurance for the Executive in such amounts
and on such terms as is maintained for any other officer or director of the
Company.






















                      (Signatures follow on following page) 






     IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement, intending to be bound legally.

                              CRIIMI MAE Management, Inc.
                                a Maryland corporation


                              By:  /s/ H. William Willoughby
                                   -------------------------
                                   H. William Willoughby
                                   President


                              By:  /s/ Jay R. Cohen
                                   ----------------------------
                                   Jay R. Cohen


     For good and valuable consideration, CRIIMI MAE Inc. agrees that it will
provide the Option Shares required to fulfill the Company's obligations under
Section 3.4 of the Agreement.

     IN WITNESS WHEREOF, CRIIMI MAE Inc. has executed this Agreement this 30th
day of June, 1995.

                              CRIIMI MAE Inc.


                              By:  /s/ William B. Dockser
                                   -----------------------------
                                   William B. Dockser
                                   Chairman of the Board <PAGE>