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                                                                   Exhibit 10(q)

                               FIRST AMENDMENT TO
                    EMPLOYMENT AND NON-COMPETITION AGREEMENT


         This First Amendment to Employment and Non-Competition Agreement (the
"FIRST AMENDMENT"), made and entered into as of the 5th day of October 1998, is
by and among (i) CRIIMI MAE Management, Inc., a Maryland corporation (the
"COMPANY"), (ii) Cynthia O. Azzara (the "EXECUTIVE") and (iii) CRIIMI MAE Inc.,
a Maryland corporation and the parent of the Company (the "PARENT").


                                    RECITALS

         1. On July 1, 1998, the Company and the Executive entered into an
Employment and Non-Competition Agreement (the "EMPLOYMENT AGREEMENT").

         2. On October 5, 1998, the Company and the Parent each filed a
voluntary petition seeking relief under the provisions of chapter 11, title 11
of the United States Code ("CHAPTER 11").

         3. On February 23, 1999, the court, in the case captioned IN RE CRIIMI
MAE INC., ET AL., Ch. 11 Case No. 9823115 (Jointly Administered) (the
"BANKRUPTCY COURT"), entered an order, attached hereto as EXHIBIT A (the
"ORDER"), approving, among other things, (i) the Company's assumption of the
Employment Agreement and (ii) the implementation of an employee retention
program with respect to certain key employees of the Company, including the
Executive, all as amended by the Order, effective NUNC PRO TUNC to October 5,
1998, upon the execution of this First Amendment by the parties hereto (the
"RETENTION PROGRAM").

         4. This First Amendment amends the Employment Agreement in accordance
with the modifications set forth in the Order.

         5. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Employment Agreement.

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

         1.       AMENDATORY PROVISIONS.  The Employment Agreement is hereby 
amended as follows:

         (a) Section 3.3 to the Employment Agreement is hereby deleted in its
entirety and the following shall be substituted in lieu thereof:


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                  3.3 DISCRETIONARY BONUS. Bonuses awarded in the sole
         discretion of the Board in 1998 shall be capped at 20% of the
         Executive's 1998 base annual salary. No other discretionary bonuses
         shall be awarded so long as the Parent remains in Chapter 11 without
         (a) written approval of the Official Committee of Unsecured Creditors
         of the Parent and the Official Committee of Equity Security Holders of
         the Parent or (b) by order of the Bankruptcy Court.

         (b) Section 3.5 to the Employment Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:

                  3.5      [INTENTIONALLY OMITTED]

         (c) The second and third sentences of Section 3.7 to the Employment
Agreement are hereby deleted in their entirety.

         (d) Section 3.12 to the Employment Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:

                  3.12 EXPENSE ALLOWANCE. The Company shall reimburse the
         Executive for all expenses for financial planning, tax return and
         financial statement preparation services incurred by the Executive
         subsequent to July 1, 1998 up to Two Thousand Five Hundred Dollars
         ($2500).

         (e) Section 3 to the Employment Agreement is hereby amended to add the
following new subsection at the end thereof:

                  3.14     REORGANIZATION BONUS.

                  3.14.1 The Company shall pay the Executive a reorganization
         bonus equal to two (2) times the Executive's then current Base Salary
         (the "REORGANIZATION BONUS"), to be paid in four (4) equal semi-annual
         installments beginning April 5, 1999, so long as the Executive remains
         employed full-time with the Company; PROVIDED, HOWEVER, that if the
         Executive is terminated without Cause, or upon the effective date of a
         plan of reorganization of the Parent, the entire unpaid portion of the
         Reorganization Bonus shall become immediately due and payable;

                  3.14.2 Notwithstanding anything to the contrary contained
         herein, in the event that the Parent's Chapter 11 case is converted to
         a case under chapter 7, title 11 of the United States Code ("CHAPTER
         7"), the Executive shall not be entitled to any additional
         Reorganization Bonus payments subsequent to such date; PROVIDED,
         HOWEVER, that this paragraph shall not impact the Executive's rights to
         receive severance payments as set forth in Section 6; and PROVIDED
         FURTHER, that, subject to Section 3.14.3, the Executive shall not be
         required to refund any Reorganization Bonus payments received by her
         prior to the date that the Parent's Chapter 11 case is converted to a
         case under Chapter 7; and

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                  3.14.3 Notwithstanding anything to the contrary contained
         herein, the Company is specifically authorized to make semi-annual
         Reorganization Bonus payments beginning on April 5, 1999, as set forth
         in Section 3.14.1, without further order of the Bankruptcy Court;
         PROVIDED, HOWEVER, that the Company shall not pay the fourth and final
         installment of the Reorganization Bonus or any accelerated portion of
         the Reorganization Bonus, as the case may be, without first (x)
         applying to the Bankruptcy Court for final allowance of the
         Reorganization Bonus and (y) obtaining Bankruptcy Court approval.

         (f) Section 6.3.1 to the Employment Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:

                  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 her Base Salary
         under Section 3.1 for twenty-four (24) months from the date of such
         termination, payable at such times as her Base Salary would have been
         paid if her employment had not been terminated and a pro rata portion
         of the bonus applicable to the calendar year in which such termination
         occurs; (y) other benefits pursuant to Sections 3.9, 3.10, 3.12, 3.13
         and 3.14, payable within ninety (90) days after the date of such
         termination accrued by her hereunder up to and including the date of
         such termination; PROVIDED, HOWEVER, that the payment of benefits
         pursuant to Section 3.14 shall require Bankruptcy Court approval 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 set forth in the Option Agreement shall not be affected
         by any such termination of employment without Cause.

         (g) Section 6.3 to the Employment Agreement is hereby amended to add
the following new subsection at the end thereof:

                  6.3.3 In the event that the Executive is terminated by the
         Company without Cause and a Reorganization Bonus payment is owed to the
         Executive pursuant to Section 3.14 and/or this Section 6.3, the Company
         shall immediately file a motion with the Bankruptcy Court to receive
         approval of the payment of such Reorganization Bonus payment to the
         Executive or, at the option of the Executive, such motion may be filed
         with the Bankruptcy Court directly by the Executive. The Company shall
         reimburse the Executive for any and all amounts incurred by the
         Executive in filing a motion to receive Reorganization Bonus payments
         with the Bankruptcy Court, including filing fees, reasonable attorneys'
         fees and all other fees incidental thereto.

         (h) The second sentence of Section 6.4.7 to the Employment Agreement is
hereby deleted in its entirety and the following shall be inserted in lieu
thereof:

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                  "In the event of a termination  following a `change in 
                  control,' the Executive  shall be entitled to the payment set
                  forth in Section 6.3.1."

         (i) The third and fourth sentences of Section 6.4.7 to the Employment
Agreement are hereby deleted in their entirety.

         (j) The fifth sentence of Section 6.4.7 to the Employment Agreement is
hereby deleted in its entirety and the following shall be inserted in lieu
thereof:

                  "In addition, all Options shall become immediately exercisable
         notwithstanding any vesting schedule that would otherwise apply."

         (k) Section 7 to the Employment Agreement is hereby amended to add the
following new subsections at the end thereof:

                  7.5 NON-COMPETITION AGREEMENT. The Executive acknowledges the
         Company's and the Parent's reliance on, and expectation of, her
         continued commitment to the performance of her duties during the term
         of the Retention Program. In light of such reliance and expectation on
         the part of the Company and the Parent, during the applicable period
         hereafter specified in Section 7.6, the Executive covenants and agrees
         that:

                  7.5.1 The Executive shall not be employed or engaged by, or
         otherwise affiliated or associated as an employee, consultant,
         independent contractor or otherwise with, any other corporation,
         partnership, proprietorship, firm, association, or other business
         entity directly or indirectly engaged in a business that (x) competes
         with the businesses in which the Company, the Parent and/or CRIIMI MAE
         Services L.P. (collectively, the "AFFILIATE ENTITIES") are engaged
         during the term of the Retention Program or were engaged during the
         two-year period prior to October 5, 1998; or (y) are of a type which
         are the same or similar business activities in which any of the
         Affiliate Entities are engaged during the term of the Retention Program
         or were engaged during the two-year period prior to October 5, 1998.

                  7.5.2 The following shall not be deemed a violation of the
         covenant set forth in Section 7.5.1: (x) 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 (y) engaging in
         business activities unrelated to the Affiliate Entities or their
         respective businesses which are a part of, or are reasonably related
         to, the other existing business activities of the Executive provided
         that such existing business activities of the Executive do not or would
         not result in a breach of this Agreement.

                  7.6 The covenant set forth in Section 7.5 shall be binding
         until the first to occur of the following: (i) the consummation of a
         plan of reorganization for the Parent; (ii) the termination with or
         without cause of the Executive's employment 

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         by the Company or a successor in interest; (iii) the termination,
         expiration or acceleration of the Reorganization Bonus as provided in
         Section 3.14; or (iv) October 5, 2000.

                  7.7 The Executive agrees and understands that the remedy at
         law for any breach by her of the covenants set forth in Section 7.5
         will be inadequate and that the damages that may arise from such breach
         are not readily susceptible to being measured in monetary terms.
         Accordingly, it is acknowledged that the Affiliate Entities 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
         which may be pursued or availed of by the Affiliate Entities for any
         breach by the Executive of the covenant set forth in Section 7.5.

                  7.8 The Executive has considered the nature and extent of the
         restrictions upon the Executive and the rights and remedies conferred
         upon the Affiliate Entities in Section 7.5 and has determined that the
         same (i) are reasonable with respect to time and scope; (ii) are
         designed to eliminate competition which otherwise would be unfair to
         the Affiliate Entities; (iii) do not stifle the inherent skill and
         experience of the Executive; (iv) would not operate as a bar to the
         sole means of support of the Executive; (v) are required to protect the
         legitimate interests of the Company, the Parent and the other Affiliate
         Entities; and (vi) do not confer a benefit upon the Affiliate Entities
         disproportionate to the detriment to the Executive.


         (l) Section 8.12 to the Employment Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:

                  8.12 INDEMNIFICATION. The Parent shall (x) pay as an
         administrative expense all indemnification to the extent provided for
         in the Bylaws of the Parent and/or the Company up to and including
         amounts totaling a maximum of $250,000 for the Executive and all other
         covered persons, constituting the aggregate deductible under applicable
         Officer and Director insurance policies, (y) apply any available
         portion of proceeds of applicable Officer and Director insurance
         policies, up to $20 million in the aggregate for all covered persons,
         to indemnification of the Executive; and (z) pay as an administrative
         expense all uninsured indemnification arising from the post-petition
         actions of the Executive for which they are otherwise entitled to
         indemnification under the Bylaws of the Parent and/or the Company.


         2. EXISTING AGREEMENT. Except as expressly amended hereby, all of the
terms, covenants and conditions of the Employment Agreement (i) are ratified and
confirmed; (ii) shall remain unamended and not waived; and (iii) shall continue
in full force and effect.

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         3. GOVERNING LAW. This First Amendment shall be governed by the
internal laws of the State of Maryland without giving effect to the principles
of conflict of laws thereof.

         4. COUNTERPARTS. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which, taken
together, shall constitute one and the same instrument.

         5. ENFORCEABILITY. If any provision of this First Amendment shall be
held to be illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire First Amendment or
the Employment Agreement. Such provision shall be deemed to be modified to the
extent necessary to render it legal, valid and enforceable, and if no such
modification shall render it legal, valid and enforceable, then this First
Amendment and the Employment Agreement shall be construed as if not containing
the provision held to be invalid, and the rights and obligations of the parties
shall be construed and enforced accordingly.

         6. CONFLICTS. The Order shall govern in all matters of conflict between
any of the provisions of the Order and this First Amendment.

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                  IN WITNESS WHEREOF, the Company has caused this First
Amendment to be executed by its duly authorized officer and the Executive has
executed this First Amendment as of the date and year first above written.


                                      CRIIMI MAE MANAGEMENT, INC.,
                                      a Maryland corporation




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




                                            /s/ CYNTHIA O. AZZARA
                                            --------------------- 
                                            Cynthia O. Azzara



         In consideration of the services that the Executive is to perform on
behalf of the Company, the Parent agrees that it will fulfill its obligations
set forth expressly herein.


         IN WITNESS  WHEREOF,  CRIIMI MAE Inc.  has  executed  this First  
Amendment  as of the date and year first above written.

                                      CRIIMI MAE INC.




                                      By:  /s/ WILLIAM B. DOCKSER
                                           ----------------------
                                           William B. Dockser
                                           Chairman of the Board

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