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                                                                   Exhibit 99(k)

                                                            ENTERED
                                                        APR 05 1999
                                                     CLERK'S OFFICE
                                              U.S. BANKRUPTCY COURT
                                               DISTRICT OF MARYLAND
                                                          GREENBELT
                                               [STAMP OF THE COURT]

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF MARYLAND
                              (Greenbelt Division)



***********************************

                                  *

IN RE:                            *

CRIIMI MAE INC. et al.            *        98-2-3115-DK
                                           (Chapter 11)
                  Debtors.        *        (Jointly Administered)

*********************************** 

                          STIPULATION AND CONSENT ORDER
                    REGARDING SALE OF CERTAIN TRIPLE B BONDS

         Upon the consent of CRIIMI MAE Inc. (the "DEBTOR" or "CMI"), CRIIMI MAE
HOLDINGS II, L.P. ("CM HOLDINGS"), Salomon Smith Barney Inc. ("SSB"), Citicorp 
Securities, Inc. ("CSI") and the Official Committee of Unsecured Creditors of 
CMI (the "Unsecured Committee") to the limited relief set forth in this 
Stipulation and Order and upon the stipulation by the Debtor, CM Holdings, SSB,
CSI and the Unsecured Committee, the Court finds that:

                  A. Proper notice hereof has been given to the United States
Trustee, to the Official Committee of Equity Security Holders of CMI (the
"EQUITY COMMITTEE") and to the other necessary parties pursuant to Fed. R.
Bankr. P. 2002.
                  B. As of the date CM Holdings filed its petition for relief
herein, October 5, 1998, CM Holdings and CSI were parties to a certain Master
Repurchase Agreement dated June 


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4, 1998, together with certain annexes thereto of even date (the "MASTER
REPURCHASE AGREEMENT") Pursuant to that certain Assignment and Assumption
Agreement dated as of December 17, 1998 and effective as of December 18, 1998,
CSI assigned to SSB, the CRIIMI MAE CMBS Corp. Commercial Mortgage Loan Trust
Certificates, Series 1998-1, Class D and Class E (collectively, the "TRIPLE B
BONDS"), and all of its rights, liabilities and obligations arising under the
Master Repurchase Agreement. Pursuant to a certain stipulation, "so ordered" by
this Court on December 18, 1998, CMI and CM Holdings consented to the assignment
of the Master Repurchase Agreement and the Triple B Bonds under the terms and
conditions set forth therein.

                  C. CSI or an affiliate thereof entered into transactions with
CMI or an affiliate thereof with respect to certain United States treasury
securities which hedged to a certain extent the value of the Triple B Bonds (the
"Transaction"). SSB and CSI hereby represent and warrant that CSI or an
affiliate thereof closed out the Transaction on October 7, 1998 and that neither
CSI, SSB, nor any affiliate of either of them has entered into a hedge
transaction thereafter with respect to any or all of the Triple B Bonds. CSI and
SSB acknowledge and agree that CMI, CM Holdings and the Unsecured Committee are
entering into this Stipulation and Order and the companion Stipulation and
Consent Order Regarding Mortgage Loan Origination Agreement with Citicorp Real
Estate, Inc., and agreeing to the provisions hereof and thereof, expressly
relying upon the accuracy of the foregoing representations and warranties by SSB
and CSI.
                  D. CMI, CM Holdings and SSB agree that the intent and purpose
of this Stipulation and Order is to sell the Triple B Bonds in a commercially
reasonable manner pursuant to and in accordance with the terms and conditions of
this Stipulation and Order.

                  NOW, THEREFORE, it is hereby ORDERED that:

                                      -2-
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                  1. EFFECTIVE DATE. The terms of this Stipulation and Order
shall be effective upon entry of this order by the Court (the "EFFECTIVE DATE").

                  2. SALE PROCESS. SSB will have the right upon entry of this
Stipulation and Order until July 31, 1999 (the "SALE PERIOD") to sell any or all
of the Triple B Bonds pursuant to and in accordance with the terms and
conditions of this Stipulation and Order (the "SALE PROCESS"). The Sale Period
may be extended by mutual written consent of CMI and SSB.

                  3. CMI AND CM HOLDINGS COOPERATION IN THE SALE PROCESS. CMI
and CM Holdings shall cooperate with SSB throughout the Sale Process and use
their best efforts to facilitate the sale of the Triple B Bonds.

                  4. CMI INVOLVEMENT IN SALE PROCESS. SSB shall consult with CMI
and the financial advisors to the Unsecured Committee and the Equity Committee
throughout the Sale Process, consistent with the new issue marketing practices
of SSB. The financial advisors to the Unsecured Committee and the Equity
Committee will not interfere with the Sale Process and will use the information
received from SSB only for the purpose of this Stipulation and Order.

                  5. RESERVE PRICE. During the Sale Period, SSB shall have the
right to sell any or all of the Triple B Bonds at such prices as SSB may
reasonably deem satisfactory as long as such prices meet or exceed the Reserve
Price for the Triple B Bonds provided on the Reserve Price Schedule set forth in
Exhibit A to this Stipulation and Order. SSB shall be responsible for ensuring
that the Sale Process is conducted in a commercially reasonable manner.

                  6. SECONDARY RESERVE PRICE. With CMI's and CM Holdings'
written consent, during the Sale Period, SSB shall have the right to sell any or
all of the Triple B Bonds at a price which is below the Reserve Price but which
meets or exceeds the Secondary Reserve Price for the Triple B Bonds provided on
the Reserve Price Schedule set forth in Exhibit A to this Stipulation and Order.

                                      -3-
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                  7. EFFECT OF FAILURE TO MEET RESERVE PRICE. The effect of the
failure to meet the Reserve Price (without the consent of CMI) by the end of the
Sale Period for any or all of the Triple B Bonds will be the automatic
termination of the Sale Period as to any Triple B Bonds for which the applicable
Reserve Price is not met. The rights of CMI and SSB shall thereupon be governed
by the provisions of Paragraph 16 herein below with respect to such of the
Triple B Bonds for which the applicable Reserve Price has not been met.

                  8. ALLOCATION OF PROCEEDS OF SALE OF THE TRIPLE B BONDS. The
proceeds from the sale of any Triple B Bonds (the "Total Proceeds") will be
allocated as follows:
                           (i) FIRST, to SSB in the amount of the Triple B Bonds
                           Adjusted Basis (as defined below) for each Triple B
                           Bond sold times the face amount of bonds sold divided
                           by $1,000;

                           (ii) SECOND, to SSB in the amount of its actual sales
                           costs and expenses (not to exceed in the aggregate
                           the sum of $100,000), and accrued but unpaid
                           distributions on the Triple B Bonds, all as
                           apportioned PRO RATA for the Triple B Bonds sold;

                           (iii) THIRD, to SSB in the amount of its loss of
                           $305,000 from closing out the Transaction (the
                           "Liquidated Hedge Loss"); and

                           (iv) FOURTH, 100% of the remainder, if any, of such
                           Total Proceeds will be paid to CMI.

                  In the event all of the Triple B Bonds are sold pursuant to
this Stipulation and Order, SSB shall have an allowed unsecured claim against
each of CM Holdings and CMI (as the general partner of CM Holdings; it being
expressly understood that SSB's allowed deficiency claim against CMI shall not
be limited by reason of CMI's general partner relationship with CM Holdings) to
the extent that the amount of the Total Proceeds are insufficient to satisfy the
amounts payable to SSB (A) pursuant to subparagraphs (i) and (ii) above (the
"Triple B Deficiency") and (B) pursuant to subparagraph (iii) above; provided,
however, that any such deficiency claim asserted under subparagraph (iii) shall
not exceed $152,500.00 (the "Hedge Deficiency").

                                      -4-
<PAGE>

                  To the extent that less than all of the Triple B Bonds are
sold hereunder:
                  (x)      SSB shall have an  allowed  unsecured  claim  against
                           each of CM Holdings  and CMI (as the general  partner
                           of CM Holdings;  it being  expressly  understood that
                           SSB's allowed  deficiency claim against CMI shall not
                           be  limited  by  reason  of  CMI's  general   partner
                           relationship with CM Holdings) to the extent that the
                           amount  of the Total  Proceeds  are  insufficient  to
                           satisfy  the  Triple  B  Deficiency   and  the  Hedge
                           Deficiency  attributable  to the sold Triple B Bonds;
                           and

                  (y)      SSB, CMI and CM Holdings shall have whatever rights
                           each of them has in connection with any unsold Triple
                           B Bonds as if this Stipulation and Order had not been
                           executed, consistent with paragraph 16 hereof.

                  9. TRIPLE B BONDS ADJUSTED BASIS. The Triple B Bonds Adjusted
Basis shall be calculated as follows:

                           Class D: $865.53 per $1,000 face amount of bonds, (i)
                           less the absolute amount of the PRO RATA Hedge
                           Profits or Losses (as defined below) allocable to
                           Class D, if a positive number, or plus such absolute
                           amount, if a negative number, and (ii) less the
                           absolute amount of the Class D Basis Adjustment
                           Amount (as defined below), if a positive number, or
                           plus such absolute amount, if a negative number.

                           Class E: $856.71 per $1,000 face amount of bonds, (i)
                           less the absolute amount of the PRO RATA Hedge
                           Profits or Losses (as defined below) allocable to
                           Class E, if a positive number, or plus such absolute
                           amount, if a negative number, and (ii) less the
                           absolute amount of the Class E Basis Adjustment
                           Amount (as defined below), if a positive number, or
                           plus such absolute amount, if a negative number.

                  10. CLASS D BASIS ADJUSTMENT AMOUNT. The Class D Basis
Adjustment Amount shall be the sum of the Daily Basis Adjustments (as defined
below) for the Class D Triple B Bonds from October 5, 1998 through the sale date
for each bond sold, calculated assuming 30 days in each month, and 360 days in
each year.
                  11. CLASS E BASIS ADJUSTMENT AMOUNT. The Class E Basis
Adjustment Amount shall be the sum of the Daily Basis Adjustments (as defined
below) for the Class E Triple B Bonds from October 5, 1998 through the sale date
for each bond sold, calculated assuming 30 days in each month, and 360 days in
each year.

                                      -5-
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                  12. DAILY BASIS ADJUSTMENT. The Daily Basis Adjustment for
each of the Triple B Bonds sold shall be calculated daily as follows:

                           Class D: ($1,000.00 * 6.859% / 360) minus ($865.53 * 
                           (1 month LIBOR) + 0.5%) / 360)

                           Class E:  ($1,000.00 * 7.147% / 360) minus ($856.71 *
                           (1 month LIBOR) + 0.5%) / 360)

                           Daily Basis Adjustments may be positive or negative.

                           "LIBOR" shall mean, for any day in any calendar
                           month, the one month London Interbank Offered Rate
                           published in THE WALL STREET JOURNAL on the first
                           date of publication of the applicable calendar month,
                           expressed as a percentage. If THE WALL STREET JOURNAL
                           (i) publishes more than one such rate on any date of
                           publication, the higher or highest of such rates
                           shall apply, or (ii) publishes a retraction or
                           correction of any such rate, the corrected rate shall
                           apply.

                  13. HEDGE PROFITS OR LOSSES. SSB shall consult with CMI and
the Unsecured Committee regarding general hedging strategies with respect to the
Triple B Bonds. SSB may, after consultation with CMI and the Unsecured
Committee, determine and implement interest rate hedging strategies mutually
agreeable to CMI and the Unsecured Committee for the Triple B Bonds and shall
provide CMI and the Unsecured Committee with a record of hedging transactions
promptly upon request. Once a mutually acceptable hedge transaction is
implemented, SSB may, after prior notification to CMI and the Unsecured
Committee, implement other interest rate hedging strategies for the Triple B
Bonds.
                  The term "HEDGE PROFITS OR LOSSES" shall mean profits or
losses from such hedging activities from the Effective Date through the sale
date for such of the Triple B Bonds sold pursuant to the provisions of this
Stipulation and Order.

                  14. DISMISSAL AND RELEASES. If sales are consummated for all
of the Triple B Bonds consistent with the terms of this Stipulation and Order,
SSB and CSI (and their respective partners, affiliates, officers, directors,

                                      -6-
<PAGE>

employees, agents, successors and assigns) will be released by CMI and CM
Holdings (and their respective partners, affiliates, officers, directors,
employees, agents, successors and assigns) from any and all claims asserted or
which could have been asserted as to the Triple B Bonds and CMI and CM Holdings
(and their respective partners, affiliates, officers, directors, employees,
agents, successors and assigns) will be released by SSB and CSI (and their
respective partners, affiliates, officers, directors, employees, agents,
successors and assigns) from any and all claims asserted or which could have
been asserted as to the Triple B Bonds, irrespective of the legal theories
underlying such claims, including any theory that the Triple B Bonds sold in
accordance with the provisions hereof were sold in a commercially unreasonable
manner. SSB, CSI, CMI and CM Holdings specifically reserve all rights each may
have against the other with respect to any other matter not related to the
Triple B Bonds. If less than all of the Triple B Bonds are sold in a manner
consistent with the terms of this Stipulation and Order, any and all claims
asserted as to the Triple B Bonds sold consistent with the terms of this
Stipulation and Order or which could have been asserted, irrespective of the
legal theories underlying such claims, including any theory that the Triple B
Bonds sold in accordance with the provisions hereof were sold in a commercially
unreasonable manner, will be released, and any and all other claims asserted or
which could have been asserted, irrespective of the legal theories underlying
such claims will be preserved in all respects as to any and all unsold Triple B
Bonds. The releases in this Paragraph 14 shall not apply to the extent that CSI,
SSB or any affiliate of either of them realized a profit in connection with any
hedge transaction entered into on or after October 7, 1998 and prior to the
Effective Date with respect to any or all of the Triple B Bonds.

                  15. OTHER TERMINATION EVENTS. In addition to the automatic
termination for failure to meet the Reserve Price referenced in Paragraph 7
above, the Sale Period shall also terminate automatically at the earlier of:

                      (i) failure to obtain entry of this Stipulation and Order
                          on or before April 5, 1999;

                                      -7-
<PAGE>

                      (ii) the conversion of CMI's or CM Holdings' chapter 11
                           case to a case under chapter 7 of the Bankruptcy
                           Code;

                      (iii) the appointment in CMI's or CM Holdings' chapter 11
                            case of a chapter 11 trustee or an examiner with
                            expanded powers;

                      (iv)  any material adverse change or disruption in
                            financial, banking or capital markets or in the
                            regulatory environment that in the good faith
                            judgment of SSB makes it advisable to sell the
                            Triple B Bonds (a "MAC Declaration");

The foregoing events clauses (i) through (iv) above are hereinafter referred to
as "OTHER TERMINATION EVENTS." SSB agrees to notify each of CMI, CM Holdings,
the Unsecured Committee and the Equity Committee of a MAC Declaration and agrees
to take no steps to effectuate a sale of the Triple B Bonds for one business day
following the service of such notice by facsimile transmission to counsel for
the aforementioned parties. SSB, and only SSB, has the right to waive the
occurrence of any Other Termination Event.

                  16. EFFECT OF TERMINATION. In the event that the Sale Period
is automatically terminated, the parties shall be deemed to have reverted NUNC
PRO TUNC to their respective status as of the date and time immediately prior to
the execution of this Stipulation and Order and they shall be entitled to
proceed in all respects as if this Stipulation and Order had not been executed
and without prejudice in any way as a result of the negotiation, facts or terms
of this Stipulation and Order, PROVIDED, HOWEVER, that any such termination
shall not affect any sales of Triple B Bonds consistent with the terms of this
Stipulation and Order occurring prior to such termination or the rights and
obligations of the parties as set forth herein with respect to such sales of
Triple B Bonds including, but not limited to, (i) SSB's obligation to pay any
monies owing to CMI or CM Holdings resulting from any such sale or (ii) SSB's
right to assert a claim for the Triple B Deficiency or the Hedge Deficiency
(apportioned pro rata as to the Triple B Bonds sold) consistent with paragraph 8
hereof. The effect of a termination based on failure to meet the Reserve Price
will be limited to those Triple B Bonds for which the Reserve Price is not met.

                                      -8-
<PAGE>

                  17. SETTLEMENT AGREEMENT NOT ADMISSION. This Stipulation and
Order and its respective provisions, whether or not consummated, and any
negotiations, statements, proceedings or agreements relating to the Stipulation
and Order, are not and shall not in any event be construed as, offered in
evidence as or received in evidence as a presumption, concession or an admission
of the truth of any fact alleged or the validity of any claim that has been or
could have been asserted in a judicial proceeding or of the deficiency of any
defense that has been, could have been, or in the future might be asserted in a
judicial proceeding, or of any liability, fault, wrongdoing or otherwise.

                  18. BINDING EFFECT. The terms and provisions of this
Stipulation and Order shall be binding upon all parties in interest including
the Unsecured Committee and the Equity Committee.

                  19. CORE PROCEEDING. The consideration by the Court of this
Stipulation and Order is a "core" proceeding within the meaning of 28 U.S.C. ss.
157. This Stipulation and Order is a final order of the Bankruptcy Court,
immediately applicable and valid and fully effective upon its entry.

                  20. CONSTRUCTION. The captions in this Stipulation and Order
are for convenience of reference only and shall not affect the construction or
interpretation of any of the provisions hereof.

                  21. CMI AND UNSECURED COMMITTEE STIPULATION. The effectiveness
of this Stipulation and Order is subject to the entry of an order of this Court
approving a consensual stipulation and order between CMI and the Unsecured
Committee with respect to the disposition of the proceeds of sale allocated to
CMI hereunder.
                  Let the Clerk forward copies of this Stipulation and Order to
counsel whose names and addresses appear below.

                                      -9-
<PAGE>

                  SO ORDERED this 2nd day of April, 1999.



                                                  /s/ Duncan W. Keir
                                                  ----------------------
                                                  DUNCAN W. KEIR
                                                  United States Bankruptcy Judge


CONSENTED AND AGREED TO:

/s/ Richard L. Wasserman                          /s/ Troy C. Swanson
------------------------------                    --------------------------
Richard L. Wasserman, Esquire                     Troy C. Swanson, Esq.
(Federal Bar No. 02784)                           (Federal Bar No. 05806)
Gregory A. Cross, Esquire                         Kincaid, Cohen & Swanson, P.C.
(Federal Bar No. 04571-G)                         800 North Charles Street
Venable, Baetjer and Howard, LLP                  Suite 400
1800 Mercantile Bank & Trust Bldg.                Baltimore, Maryland 21201
2 Hopkins Plaza                                   (410) 783-6092
Baltimore, Maryland 21201
(410) 244-7400                                    -and-

                                                 /s/ Judy G. Z. Liu 
Co-Counsel for CRIIMI MAE Inc                    -----------------------
and CRIIMI MAE Holdings II, L.P.                 Harvey R. Miller, Esq.
                                                 Greg A. Danilow,  sq.
                                                 Judy G. Z. Liu, Esq.
                                                 Stephen A. Radin, Esq.
/s/ Daniel M. Lewis                              Weil, Gotshal & Manges LLP
------------------------                         767 Fifth Avenue
Daniel M. Lewis, Esquire                         New York, New York 10153
Michael Bernstein, Esquire                       (212)310-8000
Arnold & Porter                                  
555 Twelfth Street, N.W.
Washington, D.C. 20044                           Counsel for Salomon Smith
(202) 942-5661                                   Barney Inc. and Citicorp 
                                                 Securities, Inc.


Counsel for the Official Unsecured
Creditors Committee

cc:        Richard L Wasserman, Esquire
           Venable, Baetjer and Howard LLP
           1800 Mercantile Bank & Trust Bldg.
           2 Hopkins Plaza
           Baltimore, Maryland 21201

                                      -10-
<PAGE>

           Judy G. Z. Liu, Esquire
           Weil, Gotshal & Manges LLP
           767 Fifth Avenue
           New York, New York 10153

           Troy C. Swanson, Esquire
           Kincaid, Cohen & Swanson, P.C.
           The Park Plaza
           800 North Charles Street
           Suite 400
           Baltimore, Maryland 21201

           Daniel M. Lewis, Esquire
           Arnold and Porter
           555 Twelfth Street, N.W.
           Washington, D.C. 20004

           Michael St. Patrick Baxter, Esquire
           Covington and Burling
           1201 Pennsylvania Avenue, N.W.
           Washington, D.C. 20044

           Clifford J. White, III, Esquire
           Assistant U.S. Trustee
           Office of U.S. Trustee
           6305 Ivy Lane, Suite
           600 Greenbelt, Maryland 20770

                                      -11-
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                                    Exhibit A





                         [Filed with Court under seal.]

                                      -12-