EXHIBIT 10(x)

                                ACCUDRAFT
                          PROTOTYPE 401(k) PLAN

                   NON-STANDARDIZED ADOPTION AGREEMENT
          Adoption Agreement Form #006 For Use With BASIC PLAN #01


                                 SECTION 1
                PLAN AND SPONSORING EMPLOYER INFORMATION

1.1      NAME OF PLAN
         CRIIMI MAE Management, Inc. Retirement Plan

1.2      PLAN NUMBER
         001

1.3      TYPE OF PLAN
         This Plan is a Profit Sharing 401(k) plan.

1.4      EFFECTIVE DATE
         This Plan is an  amended or  restated  plan,  which was  originally
         effective  July 1, 1995.  The date this  amended  Plan is effective is
         January 1, 2002.

1.5      SPONSORING EMPLOYER
         CRIIMI MAE Management, Inc.
         11200 Rockville Pike
         Rockville, MD 20852
         Telephone (301) 816-2300

1.6      FORM OF BUSINESS
         Corporation

1.7      FISCAL YEAR ENDS
         December 31st

1.8      EMPLOYER IDENTIFICATION NUMBER
         52-1917789

1.9      PLAN ADMINISTRATOR
         The Sponsoring Employer

1.10     TRUSTEE
         Wilmington Trust Company, 1100 North Market Street, Wilmington,
         DE 19890-0001

1.11     PLAN YEAR
         January 1st to December 31st

1.12     ANNIVERSARY DATE
         January 1st


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1.13     PRIOR BUSINESS ENTITY FOR WHICH PRIOR SERVICE IS CREDITED UNDER
         THE PLAN
         None

1.14     ADDITIONAL PARTICIPATING EMPLOYERS
         CRIIMI MAE Services, L.P.


                                         SECTION 2
                               PLAN PARTICIPATION, SERVICE

2.1      MINIMUM SERVICE AND AGE REQUIREMENT FOR ELIGIBILITY

         There is no minimum Service  requirement for  participation  in the
         Plan. The minimum Age for Plan  eligibility as of an Entry Date in
         Section 2.2 is Age 21. Age shall mean actual attained age for all
         purposes.

2.2      ENTRY DATE

         An Eligible  Employee in Section 2.4 who  satisfies  the minimum Age
         and Service  requirements  in Section 2.1 shall  become a
         Participant as of the Plan Entry Date.

         The Plan Entry Date to  participate  in the Plan for all purposes shall
         be quarterly on the first day of the 1st, 4th, 7th and 10th month of
         the Plan Year coinciding with or next following satisfaction of such
         requirements.

2.3      AGE AND SERVICE REQUIREMENTS ON EFFECTIVE DATE OR OTHER DATE

         The same Age  requirement  and/or minimum  Service or months of
         employment  requirement in Section 2.1 shall be applicable for
         all dates on or after the date this Plan or amended Plan is effective
         in Section 1.4

2.4      ELIGIBLE CLASS OF EMPLOYEES

         Persons not deemed by the Employer to be Employees but who instead are
         deemed to be independent contractors are not eligible.

         All Employees are Eligible  Employees  except that the  following
         classes of Employees in accordance  with Section 2.1 of the Basic Plan
         are  ineligible to  participate  in the Plan for all purposes:
         (1) Employees  whose  employment is governed by the terms of a
         collective  bargaining  agreement between Employee  representatives
         and the Employer in which retirement  benefits were the subject of good
         faith  bargaining,  unless such agreement  expressly  provides for the
         inclusion of such Employees as Participants  in the Plan;
         (2) Employees who are  non-resident  aliens who do not receive any
         earned income from the Employer which  constitutes  income  from
         sources  within the United  States;  and (3) Anyone who is  employed
         as an  Employee of the following  Affiliated  Employers:
         CRIIMI MAE, Inc.,  CRIIMI,  Inc., CRI Liquidating  REIT, Inc.,
         CRIIMI MAE Financial Corp., CRIIMI MAE Financial III, CRIIMI MAE
         Financial II.

2.5      COMPUTATION PERIOD, YEAR OF SERVICE OR 1-YEAR PERIOD OF SERVICE

         The  computation  period for purposes of determining  eligibility to
         share in the  allocation of Employer  contributions  (and forfeitures,
         if applicable) shall be the Plan Year.

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         The  12-consecutive  month computation period for purposes of
         determining a Year of Service for eligibility and to determine a
         Break-in-Service  for  eligibility  shall be the first  employment year
         beginning with the date an Employee first completed an Hour of Service
         and each Plan Year  beginning on the first day of the Plan Year which
         begins  prior to the first  anniversary of the Employee's  Employment
         Commencement  Date. If the Employee is credited with the required
         number of Hours of Service in both the initial  eligibility
         computation  period and in the second  eligibility  computation period,
         the Employee  will be credited with two Years of Service for
         eligibility purposes.

         The  computation  period for  purposes  of  determining  Years of
         Service  and a Break in Service  for  vesting  and all other purposes
         other than for  eligibility and eligibility to share in the allocation
         of Employer  contributions  (and  forfeitures, if applicable) shall
         be each Plan Year beginning with the Plan Year in which an Employee
         first completed an Hour of Service.  A Year of Service shall be
         determined  as follows:  (a) for  eligibility  purposes,  a Year of
         Service shall be an applicable computation  period during which an
         Employee  completed 1 Hours of Service;  and (b) in  determining
         vesting and all purposes other than for determining  eligibility,
         and for determining eligibility to share in the allocation of Employer
         contributions (and  forfeitures,  if  applicable),  a Year of Service
         shall be an  applicable  computation  period during which an Employee
         completed 1,000 Hours of Service.

         An Employee who returns to the employ of an Employer or an Affiliated
         Employer  before a Break in Service will receive credit for any prior
         Years of Service.  If an Employee  returns to the employ of an Employer
         or an Affiliated  Employer after a Break in Service,  prior  Years of
         Service  will be  available  to be credited in  accordance  with
         Section  1.81 of the Basic Plan immediately upon re-employment.

         If Service with a prior  employer is granted under  Section  1.13, an
         Employee will also receive  credit for all such Years of Service to a
         maximum of five such Years of Service or 1-Year  Periods of Service
         with any other  business  entity which is not an Employer or an
         Affiliated Employer (or was not an Adopting  Employer),  if the
         crediting thereof does not cause the Plan to discriminate in favor of
         Highly Compensated Employees.  Otherwise,  an Employee will not receive
         credit for Periods of Service with any other  employer for any purpose
         under the terms of this Plan except as otherwise set forth herein with
         respect to an Employer or an Affiliated Employer.

2.6      BREAK IN SERVICE

         The  computation  period for purposes of  determining  a
         Break-in-Service  shall be as  determined  in Section 2.5 above.  An
         Employee  shall  incur a Break in Service if he or she fails to
         complete  more than 500 Hours of Service in a  12-consecutive month
         computation period.


                                       SECTION 3
                            CONTRIBUTIONS AND ALLOCATIONS

3.1      PARTICIPANT COMPENSATION

         The determination period for a Participant's applicable Plan
         Compensation shall be the Plan Year.

         In determining Compensation,  all applicable amounts will be included,
         including amounts earned both prior to the actual date as of which an
         Employee  initially  becomes a  Participant  and prior to the
         determination  period  during  which an Employee initially becomes a
         Participant.

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         Compensation  will  include  any  amount  received  while an  Employee
         is a member of an  ineligible  class of  Employees  in accordance with
         Section 2.4.

         Compensation  for all purposes will include  elective  amounts that
         are not  includible in the gross income of the Employee by reason of
         Code section 132(f)(4) beginning with Limitation Years beginning on or
         after January 1, 1998.

         Elective Deferrals and Minimum Top Heavy Allocations
         The  amount of a  Participant's  applicable  Plan  Compensation  in
         accordance  with  Section  1.16 of the Basic Plan for the determination
         period which is counted for purposes of determining  Elective Deferrals
         and for  nondiscrimination  testing for Elective  Deferrals for the
         Plan Year shall be wages,  tips,  and other fringe  benefit
         compensation  as reported on IRS Form W-2. Compensation for Minimum Top
         Heavy Allocations shall be similarly determined.

         If either Code section 3401 or Form W-2 compensation is chosen,
         Employer contribution  amounts made pursuant to a salary reduction
         greement which were not currently  includible in an Employee's  gross
         income by reason of Code section 125, Code  section 402(e)(3),  Code
         section 402(h)(1)(B), and Code section 403(b) will be included in
         determining Compensation.

         Compensation  for purposes of  determining  Elective  Deferrals for the
         Plan Year but not for  determining  Minimum  Top-Heavy Benefits and the
         Code section 415 limitations (and if the Administrator  elects, not for
         determining  nondiscrimination  testing) shall exclude (1) amounts
         received as a bonus;  (2)  Reimbursed  moving  expenses;
         (3)  Reimbursed  car expenses;  (4) Stock compensation,  (5) Referral
         fees, (6) Airfare bonuses, (7) BWI bonuses, (8) Group term life
         insurance benefits,  (9) Long-term disability benefits,  (10) Tuition
         reimbursements,  (11) Deferred compensation,  or (12) any amount
         received which is used to determine an Employee's  benefit under
         another  qualified plan which is not maintained by the Employer and
         which is maintained by a professional guild.

         Matching Contributions
         The  amount of a  Participant's  applicable  Plan  Compensation  in
         accordance  with  Section  1.16 of the Basic Plan for the
         determination  period which is counted for purposes of determining the
         allocation of Employer  Matching  Contributions and for
         nondiscrimination  testing  for  Matching  Contributions  for the Plan
         Year shall be wages,  tips,  and other  fringe  benefit compensation as
         reported on IRS Form W-2.

         If either Code section 3401 or Form W-2 compensation is chosen,
         Employer contribution  amounts made pursuant to a salary reduction
         agreement  which were not currently  includible in an Employee's  gross
         income by reason of Code section 125, Code  section 402(e)(3),  Code
         section 402(h)(1)(B), and Code section 403(b) will be included in
         determining Compensation.

         Compensation  for purposes of determining  the  allocation of Employer
         Matching  Contributions  for the Plan Year but not for determining
         Minimum Top-Heavy  Benefits and the Code section 415 limitations (and
         if the Administrator  elects,  not for determining nondiscrimination
         testing) shall exclude (1) amounts received as a bonus; (2) Reimbursed
         moving expenses;  (3) Reimbursed car expenses;  (4) Stock compensation,
         (5) Referral fees, (6) Airfare  bonuses,  (7) BWI bonuses,  (8) Group
         term life insurance benefits,  (9) Long-term disability benefits,
         (10) Tuition  reimbursements,  (11) Deferred  compensation,  or (12)
         any amount received  which is used to determine an  Employee's  benefit
         under  another  qualified  plan which is not  maintained  by the
         Employer and which is maintained by a professional guild.

                                      -4-

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         Employer Non-Elective Contributions
         The  amount of a  Participant's  applicable  Plan  Compensation  in
         accordance  with  Section  1.16 of the Basic Plan for the determination
         period  for  purposes  of  determining  eligibility  to  share  in  the
         allocation  of  Employer  Non-Elective Contributions  (and forfeitures,
         if applicable) shall be wages,  tips, and other fringe benefit
         compensation as reported on IRS Form W-2.

         If either Code section 3401 or Form W-2  compensation is chosen,
         Employer contribution amounts made pursuant to a salary reduction
         agreement which were not currently  includible in an Employee's  gross
         income by reason of Code section 125, Code  section 402(e)(3),
         Code section 402(h)(1)(B), and Code section 403(b) will be included
         in determining Compensation.

3.2      EMPLOYEE ELECTIVE DEFERRAL CONTRIBUTIONS

         A Participant may agree in writing to reduce the  Participant's
         Compensation by salary reduction  agreement and authorize the
         Employer to contribute such amounts to the Plan on his or her behalf as
         Employee Elective  Deferral  Contributions per Section 1.20 of the
         Basic Plan. A salary reduction agreement or other deferral mechanism
         may not be adopted retroactively.

         The maximum Employee Elective Deferral  contribution  shall be 25% of
         the Code section 415 Compensation per Section 1.15 of the Basic Plan
         for the Plan Year, to a maximum of $10,500 as adjusted per Code
         section 402(g).  In addition,  in no event will a Participant be
         entitled to make an Employee Elective Deferral contribution which
         exceeds 15% of a Participant's applicable Compensation.

         Upon  reasonable  advance notice not to exceed 30 days, a Participant
         may request a resumption,  cessation,  or an increase or decrease in
         the amount of Employee Elective Deferral Contributions effective as of
         the next calendar quarter.

         In addition to any other  election  periods  provided  under the Plan,
         each  Participant  may make or modify an election  for Employee
         Elective Deferral  Contributions  during the 30-day period  immediately
         following receipt of a Safe Harbor Notice in accordance with
         Section 1.63 of the Basic Plan.

         The Plan  Administrator  may suspend the salary  reductions of any
         Participant who is a Highly  Compensated  Employee if it is deemed
         necessary to insure that the Plan meets IRS nondiscrimination rules
         under Code section 401(k) and Code section 401(m).

3.3      NON-ELECTIVE CONTRIBUTIONS AND QUALIFIED NON-ELECTIVE CONTRIBUTIONS

         (a)  Amount of Basic Employer Non-Elective Contributions

         The amount of  Employer  Non-Elective  Contributions  for a Plan Year
         shall be a  discretionary  amount as  determined  by the Employer.

         The allocation of such Employer  Non-Elective  Contributions shall be
         in accordance with an integrated formula, to the maximum permitted
         under law and IRS rules in  accordance  with  Section  3.2(c) of the
         Basic  Plan.  The  integration  level for such integrated  allocation
         shall be the social  security  tax base (the FICA base) in effect on
         the first day of the Plan Year of reference.

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         The maximum  integration  percentage for such integrated  allocation
         shall be either 5.7%; or 5.4% if the integration level is  less than
         100% and more than 80% of the FICA base;  or 4.3% if the  integration
         level is more than the  greater of $10,000 or 20% of the FICA base,
         and not more than 80% of the FICA base.

         (b)  Eligibility to Share in the Allocation of Basic Employer
         Non-Elective Contributions

         An Eligible Participant shall be eligible to share in the allocation of
         Basic Employer  Non-Elective  Contributions for a Plan Year if he or
         she was a Participant during the Plan Year.


         Failsafe  Allocation:  For any Plan Year in which the Plan  fails to
         satisfy  the  average  benefit  percentage  test of Code
         section 410(b)(2) and the average  benefits  test of regulation
         section 1.401(a)(4)  (or the Administrator  is unable to or elects not
         to perform  such  test),  in accordance  with  Section  3.6 of the
         Basic Plan to the extent necessary  to insure  that the Plan satisfies
         one of the tests set forth in Code  section 410(b)(1)(A)  (in which the
         Plan  initially  fails to benefit at least 70% of  Non-Highly
         Compensated  Employees)  or Code sections 410(b)(1)(B)  (in which the
         Plan  initially  fails to benefit a percentage  of Non-Highly
         Compensated  Employees  that is at least 70% of the percentage of
         Highly  Compensated  Employees who benefit under the Plan), an
         additional Employer contribution may be made and allocated for certain
         Employees.

         To determine each  Employee's  priority  within each group  indicated
         in Section 3.6 (a), (b), (c), and (d) of the Basic Plan, for this
         purpose  individuals  will be ranked as follows:  by  Compensation for
         the Plan Year with the lowest  amount  first beginning  first by
         including  only those who were  Employees on the last day of the Plan
         Year and then those  Employees  who completed at least 1,000 Hours of
         Service during the Plan Year.

         (c)  Amount of Employer Qualified Non-Elective Contributions

         Subject to the Safe Harbor  Employer  Qualified  Non-Elective
         Contributions  as provided  for in Section  3.5,  the amount of
         Employer Qualified  Non-Elective  Contributions  (QNECs) for a Plan
         Year shall be a discretionary  amount as determined by the Employer. In
         addition,  to the extent deemed necessary to assist in satisfying IRS
         nondiscrimination  rules under Code section 401(k) and  Code
         section 401(m), the Plan  Administrator  may  elect  for any  Plan
         Year to treat  all or a portion  of Basic  Employer Non-Elective
         Contributions  as Employer Qualified  Non-Elective  Contributions  in
         accordance with Section  3.1(a)(5) of the Basic Plan.

         (d)  Allocation of Employer Qualified Non-Elective Contributions

              (1) Participants  Eligible For An  Allocation:  Subject to
                  paragraph (2) below,  QNECS will be allocated to each Eligible
                  Participant  who is an NHCE for the Plan Year and who (A) is
                  eligible for a  Non-Elective  Contribution  for the Plan
                  Year, or (B) if Non-Elective  Contributions  are not permitted
                  or if eligibility for  Non-Elective  Contributions  is more
                  restrictive than for Elective  Deferrals and for any Plan Year
                  the  Administrative so elects,  who is considered an Eligible
                  Participant only for the purpose of making Elective Deferrals.
                  Alternatively,  at the  Administrator's discretion,  such
                  allocation  under clauses (A) or (B) above may also be made to
                  all such Eligible  Participants  who are HCEs for the Plan
                  Year, provided the ADP and ACP Tests are passed.

              (2) Method Of  Allocation:  Any  allocation  under this Section
                  will be made  beginning with a group as determined by the
                  Administrator  of one of more such Eligible  Participants  who

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                  have the lowest  Compensation  and continuing with the
                  next one or more  Eligible  Participant  who have the next
                  lowest  Compensation  until no  further  allocations  are
                  required  for the  Plan to pass  the ADP or ACP  Tests.  The
                  amount  that  is so  allocated  for any  such  Eligible
                  Participant  will be  determined  by the  Administrator,  but
                  will not exceed an amount  equal to such  Participant's
                  maximum Annual Addition for the Plan Year as set forth in
                  Article 6.

                  In addition,  if permissible  disaggregation  under Code
                  section 410(b)(4) or Code section 401(k)(3)(F) is utilized for
                  purposes of ADP and/or ACP testing for the Plan Year,  the
                  Administrator  may further limit the number of Eligible
                  Participants who  receive  such  allocation  to those
                  Participants  (A) who also  satisfy  the  maximum  minimum
                  age and service requirements under Code section 410(b) for the
                  purpose of making Elective  Deferrals,  or (B) to those
                  Participants who do not satisfy the maximum  minimum age and
                  service  requirements  under Code section 410(b) for the
                  purpose of making Elective Deferrals;  and if permissible
                  disaggregation under Code section 410(b)(4) is utilized for
                  ADP and/or ACP testing for the Plan Year, the Administrator
                  may also determine that a different  allocation amount be made
                  hereunder with respect to such Eligible Participants in
                  clauses (A) or (B).

3.4      EMPLOYER BASIC MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS

         (a)  Amount of Employer Basic Matching Contributions

         For the  Plan  Year  or any  other  contribution  period  the  Employer
         in its  sole  discretion  may  make a Basic  Matching Contribution
         which will be allocated  to an Eligible  Participant's  Matching
         Contributions  Account in any specific  dollar amount  (including zero)
         and/or any  specific  percentage  (including  zero) of all or a portion
         of Elective  Deferrals,  as determined by the Employer.

         True-Up  Election:  If for any Plan Year Employer  Basic Matching
         Contributions  are made to the Plan on a basis that is more
         frequent than annual,  and if on the last day of any such Plan Year the
         dollar amount of any such  contribution made on behalf of an Eligible
         Participant is less than the dollar amount that would have been made if
         such  contribution  for that Plan Year had been  contributed  on an
         annual  basis  only,  then the  Employer  may elect for any such Plan
         Year to make an  additional contribution  in order to make the amount
         contributed  for a Eligible  Participant for the full Plan Year equal
         to the amount that would have been made if the contribution for that
         Plan Year had been  contributed on an annual basis only.  However, any
         such additional contribution can only be made to the Plan on a
         uniform nondiscriminatory basis.

         (b)  Eligibility to Share in the Allocation of Employer Basic Matching
              Contributions

         A Participant  shall be entitled to share in the allocation of Employer
         Basic Matching  Contributions for a Plan Year if he or she was an
         Eligible Participant and made Elective Deferral Contributions during
         the Plan Year.

         Highly  Compensated  Employees  are only entitled to share in Basic
         Employer  Matching  Contributions  to the extent the Plan satisfies IRS
         nondiscrimination rules under Code Sections 401(k) and 401(m).

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(c)      Amount of Employer Qualified Matching Contributions

         Subject to the Safe Harbor Employer  Qualified  Matching  Contributions
         as provided for in Section 3.5, the amount of Employer Qualified
         Matching Contributions made by an Employer shall be discretionary for
         each Plan Year.

         (d)  Allocation of Employer Qualified Matching Contributions

         Except for any Safe Harbor  Qualified  Matching  Employer Contributions
         as provided for in Section 3.5,  Employer  Qualified Matching
         Contributions  (QMACs) and Employer Basic Matching  Contributions  that
         are treated as Employer  Qualified  Matching  Contributions  will be
         allocated to the  Qualified  Matching  Contribution  Account of a
         Participant  in  accordance  with the following provisions:

              (1) Participants Eligible For An Allocation:

                  (A)    Subject to subparagraph (B) and paragraph (2) below,
                         Qualified  Matching  Contributions  will be allocated
                         on behalf of each Eligible  Participant  who (i) is an
                         NHCE for the Plan Year and who is eligible for an
                         Employer Basic  Matching  Contribution  for the Plan
                         Year or (ii) if  eligibility for Matching Contributions
                         is more restrictive than for Elective Deferrals,  and
                         for any Plan Year the Administrator so elects, who is
                         considered an  Eligible  Participant  only  for  the
                         purpose  of  making  Elective  Deferrals.
                         Alternatively,  at  the Administrator's  discretion,
                         such allocation under clauses (A) (i) or (ii) above may
                         also be made to all such Eligible Participants who are
                         HCEs for the Plan Year provided the ADP and ACP Tests
                         are passed.

                  (B)    In addition,  if  permissable  disaggregation  under
                         Code section 410(b)(4)  or Code section 401(k)(3)(F)
                         is utilized for purposes of ADP and/or ACP  testing
                         for the Plan Year,  the  Administrator  may  further
                         limit the number of Eligible  Participants  who receive
                         such allocation  to those  Participants  (i) who also
                         satisfy the maximum minimum age and service
                         requirements under Code section 410(b) for the purpose
                         of making Elective Deferrals,  or (ii) to those
                         Participants who do not satisfy the maximum minimum age
                         and service  requirements under Code section 410(b)for
                         the purpose of making  Elective  Deferrals;  and if
                         permissable disaggregation under Code section 410(b)(4)
                         is utilized for ADP and/or ACP testing for the Plan
                         Year, the Administrator  may also determine that a
                         different allocation amount be made hereunder with
                         respect to such Eligible Participants in clauses (B)(i)
                         and (ii).

              (2) Participant Ranking:  Notwithstanding  subparagraph (1), in
                  making an allocation of Qualified Matching Contributions,
                  the  Administrator  may limit the number of Eligible
                  Participants  who receive such  allocation by beginning with a
                  group as determined by the Administrator of one or more such
                  Eligible  Participants who have the lowest  Compensation
                  and  continuing  with the next one or more  Eligible
                  Participants  who have the next  lowest  Compensation  until
                  no further  allocations  are  required for the Plan to pass
                  the ADP or ACP Tests.  The amount so allocated  for any such
                  Eligible  Participant  will be determined by the Administrator
                  as a percentage of each such  Participant's  Elective
                  Deferrals which are eligible for Employer  Matching
                  Contributions,  but will not exceed an amount which, when
                  taking into account all other Annual Additions for the Plan
                  Year exceeds each such Participant's  maximum Annual Addition
                  as set forth in Article 6.

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3.5      SAFE HARBOR NON-ELECTIVE AND MATCHING CONTRIBUTIONS

         Beginning  with the Plan Year which  commences in 1999,  for any Plan
         Year for which the Employer  issues a Safe Harbor Notice under  Section
         1.63 of the Basic Plan  notifying  Participants  that a Safe  Harbor
         Non-Elective  Contribution  or  Matching Contribution  or  Alternative
         Contribution  will  be made  for a Plan  Year  (or  that  such
         contribution  may be  made  and  subsequently  issues a supplemental
         notice notifying  Participants  that such contribution will actually be
         made), and elects  to administer the Plan pursuant to the "safe harbor"
         provisions of Code section 401(k)(12)  (pertaining  to alternative
         methods of satisfying the ADP Test) and/or Code section 401(m)(11)
         (pertaining to additional  alternative  methods of satisfying the ACP
         Test), the  Employer  will make a  minimum  ADP Test Safe  Harbor
         Contribution,  the  amount of which  shall be at least  equal to a
         Non-Elective Contribution  as described in paragraph  (a) below,  or a
         Matching Contribution  as described in paragraph  (b) below.

         For these purposes a "Safe Harbor  Participant"  shall be eligible to
         share in such  contributions.  A Safe Harbor Participant shall mean
         each Eligible  Participant who is an NHCE for the Plan Year (and, if
         the Sponsoring  Employer elects, who is an HCE for the Plan Year) who
         was  eligible  to make an  Elective  Deferral to the Plan at any time
         during the Plan Year or who would have been eligible to make Elective
         Deferrals but for a suspension due to a hardship  distribution or a
         statutory  limitation (such as Code section 402(g) and section 415).

         Any such Safe  Harbor  Notice  under  Section  1.63 of the Basic Plan
         must  specify the Plan Year for which the safe harbor is elected,  the
         method in which the safe harbor is to be satisfied,  and whether Safe
         Harbor  contributions will be made to HCEs as well as NHCEs. A Safe
         Harbor Notice will be deemed to be an amendment to this Plan.

         (a)  Amount and Allocation of Employer Safe Harbor Non-Elective
              Contributions

         The Employer Safe Harbor  Non-Elective  Contribution shall be equal to
         a minimum of 3% of the applicable  Compensation of each Safe Harbor
         Participant who is not a Highly Compensated Employee for the Plan Year.

         The Employer may also make an Employer Safe Harbor  Non-Elective
         Contribution  equal to a discretionary  amount as determined  by the
         Employer  equal to up to a similar % of the  applicable  Compensation
         of each  Eligible  Participant  who is a Highly Compensated  Employee
         for the Plan Year and who was  eligible to make an Elective  Deferral
         to the Plan at any time during the Plan Year or who would have been
         eligible to make Elective  Deferrals but for a suspension due to a
         hardship  distribution  or a statutory limitation (such as Code
         section 402(g) and section 415).

         (b)  Amount and Allocation of Employer Safe Harbor Matching
              Contributions

         The  Employer  Safe  Harbor  Matching  Contribution  shall be at least
         equal to the  "Tiered  Match" or  "Enhanced  Match" as described in
         Section 3.1(a)(3) of the Basic Plan.  Notwithstanding  the foregoing,
         Matching  Contributions  contributed under this  subparagraph  must,
         at any rate of  Elective  Deferral  Contributions,  equal at least the
         Matching  Contribution  the  Participant  would have  received if the
         Employer  were making  Tiered  Matching  Contributions,  but the rate
         of match cannot increase as Elective Deferral Contributions increase.

         True-Up  Election:  If for any Plan Year Employer Safe Harbor Matching
         Contributions  are made to the Plan on a basis that is more frequent
         than annual,  and if on the last day of any such Plan

                                      -9-

<PAGE>

         Year the dollar amount of any such  contribution  made on behalf of a
         Safe Harbor Participant  is less than the dollar amount that would have
         been made if such  contribution  for that Plan  Year had been
         contributed  on an annual  basis  only,  then the  Employer  may elect
         for any such Plan Year to make an additional  contribution in order to
         make the amount contributed  for a Safe Harbor Participant for the full
         Plan Year equal to the amount that would have been made if the
         contribution  for that Plan Year had been contributed on an annual
         basis only.  However, any such additional contribution can only be to
         the Plan made on a uniform nondiscriminatory basis.

3.6      FORFEITURE REALLOCATION RULES

         A forfeiture of all or a portion of a Participant's  Account(s)  which
         are not 100% vested shall be deemed to occur on the day the Participant
         last completed an Hour of Service.

         Forfeitures  ttributable to Non-Elective Contributions not required to
         make  restorations per Section 5.7 of the Basic Plan or pay
         administrative  expenses per Section 3.4 of the Basic Plan will be
         reallocated in the current or next  succeeding Plan Year, reducing like
         kind contributions for the succeeding year.

         Forfeitures  attributable to Matching  Contributions  not required to
         make  restorations  per Section 5.7 of the Basic Plan or pay
         administrative  expenses per Section 3.4 of the Basic Plan will be
         reallocated  in the current or next  succeeding  Plan Year, reducing
         like kind contributions for the succeeding year.

         Unallocated forfeitures shall share in the allocation of Trust Fund
         investment earnings or losses.

3.7      HIGHLY COMPENSATED EMPLOYEE

         The term Highly Compensated  Employee is defined in Section 1.29 of the
         Basic Plan. The family  aggregation  rules which were described in Code
         section 414(q)(6)  as in effect  prior to January 1, 1997 will not
         apply to this Plan for Plan Years  beginning on or after January 1,
         1997. In determining who is a Highly  Compensated  Employee for a
         particular Plan Year, the following will apply:

         Determination  Of Look-Back  Year:  The  look-back  year will be the 12
         month period  immediately  preceding the Plan Year for which the
         determination is being made.

         Top Paid Group Election:  In determining if an Employee is a Highly
         Compensated Employee based on Code section 415 Compensation,  the top
         paid group election set forth in Code section 414(q)(3) is being
         applied for the following  Plan Years:  the 2000 Plan Year and the 2001
         Plan Year.

3.8      NONDISCRIMINATION TESTING

         For the first  Plan Year of the Plan,  the  actual  deferral percentage
         (ADP) and actual  contribution  percentage  (ACP) of Participants  who
         are NHCEs for the Plan Year  shall be 3% or, if  greater,  the actual
         ADP and ACP of NHCEs for the Plan Year as determined for such first
         Plan Year.

         Subject to the  provisions  of Section  1.2 and 1.11 of the Basic Plan,
         for  purposes of  determining  IRS  nondiscrimination testing  under
         Code section 401(k) and section 401(m),  the current  Plan Year ADP and
         ACP of non Highly  Compensated  Employees  shall be determined for this
         Plan Year and future Plan Years based on the current Plan Year of
         testing.

                                      -10-

<PAGE>

         Sections 5.16,  5.17, and 5.18 of the Basic Plan provide for corrective
         action in the event the  nondiscrimination  tests of Code
         section 401(k) and section 401(m) would otherwise be failed for any
         Plan Year.  This corrective action must be taken before the end of the
         Plan Year  following  the year in which the failure  occurred,  or such
         other later date as permitted by Internal  Revenue  Service rules. In
         order to avoid an excise tax,  corrective  action must be within
         12 months  following the end of the year in which the failure occurred.
         The excise tax, payable by the Employer,  currently equals 10% of the
         amount by which allocations to Highly Compensated Employees exceed the
         permissible level.

3.9      VOLUNTARY EMPLOYEE CONTRIBUTIONS

         There shall be no voluntary non-deductible employee contributions
         permitted after the effective date of this amended plan.

3.10     ROLLOVER CONTRIBUTIONS

         Rollover  contributions  shall be permitted for all Employees  who are
         in the eligible  class of Employees in accordance  with Section 2.4, r
         egardless of whether such Employee has yet to satisfy the eligibility
         requirements of Section 2.

         A withdrawal of the  Employee's  Rollover  Account may be requested as
         of the earlier of (1) the date the Employee is entitled to a
         distribution  of  the  Participant's  benefits  under  the  provisions
         of  Section  5,  or  (2)  the  soonest  possible administratively
         practical date after the Participant's Termination of Employment.


                                     SECTION 4
                           RETIREMENT DATES AND VESTING

4.1      NORMAL RETIREMENT DATE

         A  Participant's  Normal  Retirement  Age is Age 65 or if later the
         effective  date of this or a predecessor  plan.  The term Normal
         Retirement Date means the same date a Participant reaches Normal
         Retirement Age.

4.2      EARLY RETIREMENT DATE AND BENEFITS

         There is no Early Retirement Age under the Plan.

4.3      VESTED PERCENTAGE (See Section 4.6 of the Basic Plan)

         For purposes of determining  vesting,  Years of Service shall be
         determined in accordance with Section 2.5. All  contributions
         are vested upon attaining Normal Retirement Age, death or Disability.

         In all other cases, the following  vesting  schedule shall apply to
         Matching  Contributions  and  Non-Elective  Contributions,
         including amounts attributable to Minimum Top-Heavy Allocations:

                                      -11-


<PAGE>

            Years of Service             Vested Interest

                  1 . . . . . . .. . . . . .   20%
                  2 . . .  . . . . . . . . .   40%
                  3 . . . . . . . . . . .  .   60%
                  4 . . . . . . . . . . . .    80%
                  5 . . . . . . . . .. . . .  100%

4.4      BUY BACK REQUIREMENT

         A partially vested  Participant whose employment has terminated and who
         receives one or more  distributions that are less than 100% of the
         value of his or her Account(s),  shall forfeit any remaining non-vested
         Account  balances.  Such  Participant is entitled  to  restoration  of
         the  forfeited  Account  balance(s)  upon his or her upon re-employment
         by the  Employer as an Employee only if the Participant  repays to the
         Plan the sum of the amounts  previously  distributed to him or her.
         Repayment must be completed  before five  consecutive  1-year  Breaks
         in Service have  occurred and in any event within five years after
         the date employment is resumed.


                                     SECTION 5
                                  DISTRIBUTIONS

5.1      DISTRIBUTIONS UPON DEATH, RETIREMENT, OR DISABILITY

         A Participant who retires at or after Normal  Retirement  Date or who
         terminates  employment  because of a Disability,  or the Beneficiary
         of a Participant who dies prior to the  commencement  of benefits,
         shall be entitled to receive a distribution of  his or her vested
         Accounts shortly  following such event, but subject to the option to
         defer  distributions in accordance with Section 5.4, not later than a
         date as soon as  administratively  practical  after the Valuation Date
         coincident  with or next following such event.

         For these  purposes,  a Participant  shall be considered to have
         incurred a Disability if he or she is totally and permanently
         disabled in a manner which prevents the Participant from engaging in
         any occupation for remuneration or profit.

5.2      DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

         Subject to the option to defer  distributions  in accordance with
         Section 5.4, a Participant who terminates  employment  prior to the
         dates  indicated in Section 5.1 shall receive a  distribution  of the
         Vested  Interest in his or her Account(s) as soon as administratively
         practical after the request of the Participant.

5.3      REQUIRED DISTRIBUTIONS AFTER AGE 70 1/2

         The required  beginning  date for a Participant  who is employed by an
         Employer and has not commenced  benefits shall be for a Participant
         who is not  considered a 5% owner,  the April 1 of the calendar year
         following the later of the calendar year in which the Participant
         attains age 70 1/2 or retires from the Employer,  and for a Participant
         who is a 5% owner,  the April 1 of the calendar year following the
         calendar year in which the Participant attains age 70 1/2.

         The  pre-retirement  age 70 1/2  distribution  option will only be
         eliminated  with respect to Employees who reach age 70 1/2 in or
         after a calendar  year that begins after the later of December  31,
         1998, or

                                      -12-

<PAGE>

         the adoption date of this  amended  plan.  The pre-retirement
         age 70 1/2  distribution  option is an optional  form of benefit  under
         which  benefits  payable in a  particular distribution  form (including
         any  modifications  that may be elected after benefit  commencement)
         begin at a time during the period that begins on or after January 1st
         of the calendar  year in which an Employee  reaches age 70 1/2 and ends
         April 1 of the immediately following calendar year.

         However, if the Administrator offers an election to defer
         distributions,  any Participant who reaches age 70 1/2 in years after
         1995 may elect by April 1st of the  calendar  year  following  the year
         in which he or she reached age 70 1/2 (or by December 31, 1997 in the
         case of a Participant  who reaches age 70 1/2 in 1996) to defer
         distributions  until the calendar year following the calendar  year in
         which  such  Participant  retires.  If no such  election  is made,  the
         Participant  will  begin  receiving distributions  by April 1st of the
         calendar  year  following  the year in which he or she reaches age
         70 1/2 (or by December 31, 1997 in the case of a Participant who
         reaches age 70 1/2 in 1996).  In addition,  if the Administrator offers
         an election to suspend  distributions,  any Participant who reaches
         Age 70 1/2 in years prior to 1997 may elect to stop  distributions  and
         recommence by April 1st of the calendar year  following the year in
         which the Participant retires. A new annuity starting date shall begin
         upon the recommencement date.

5.4      FORMS OF BENEFIT PAYMENT

         For Plan Years  beginning  before August 6, 1997, a Participant  or
         other payee whose total  distribution  including any prior Plan
         distributions  (excluding  Rollovers)  is equal to a lump sum of
         $3,500 or less  shall  only be  entitled  to a lump sum distribution.
         If the lump sum exceeds such amount,  benefits shall be  distributed
         in accordance  with the remainder of this Section 5.

         For Plan Years  beginning on or after August 6, 1997, a  Participant
         or other payee whose total  distribution  including  any prior Plan
         distributions  (excluding  Rollovers) is equal to a lump sum of $5,000
         or less shall only be entitled to a lump sum form of benefit
         distribution.  If the lump sum exceeds $5,000,  benefits shall be
         distributed in accordance with the remainder of this Section 5.

         A  Participant  whose total  distribution  including  any prior Plan
         distributions  (excluding  Rollovers)  exceeds the above amount(s)
         shall be entitled to a normal form of  distribution of a Qualified
         Joint and Survivor  Annuity if the Participant is married on the
         Annuity  Starting Date and has not died before such date;  and if the
         Participant  is unmarried on the Annuity Starting Date and has not died
         before such date, as a life annuity.  Subject to the spousal  consent
         requirements  of Section 5.8 of the Basic Plan,  such a Participant
         shall also be entitled to elect an optional form of  distribution in
         the form of a lump sum (or in  designated  sums from time to time as
         elected by the  Participant  or payee) in cash or property or, with the
         consent of the Administrator,  in monthly,  quarterly,  semi-annual or
         annual cash installments over a period certain of up to 10 years or in
         any other form of  distribution  permitted in accordance  with
         Section 5.1 of the Basic Plan.  If  installments are elected,  the
         lump sum benefit will either be segregated and separately  invested by
         the Trustee or it will be invested in a  nontransferable  annuity
         available  for purchase from an insurance  company  providing  for
         installments  (which does not include as part of the annuity a life
         contingency element).

         In addition,  a Participant or Beneficiary of the  Participant
         shall have the option to defer the  commencement of his or her
         distribution (a) for the Participant and for the Participant's  Spouse
         Beneficiary,  for a period up to but no later than the Participant's
         Normal  Retirement Date; and (b) for the  Participant's  non-spouse
         Beneficiary,  for a period not to exceed 5 years  following the last

                                      -13-

<PAGE>

         day of the Plan Year during which the  Participant  last completed an
         hour of service,  but no later than the Participant's Normal
         Retirement Date.

5.5      IN-SERVICE DISTRIBUTIONS

         A  Participant  may elect to receive an  in-service  distribution  of
         his or her  Account  balance  attributable  to  Elective Deferral
         Contributions  in  accordance  with  Section  5.20 of the Basic Plan
         without satisfying  any hardship  requirements provided the Participant
         has attained Age 59 1/2.

         Amounts  attributable to Employer Qualified Matching  Contributions and
         Employer Qualified  Non-Elective  Contributions  shall not be available
         for in-service distributions.

         Subject to the joint and survivor  requirements  of Section 5.8 of the
         Basic Plan,  an in-service  distribution  shall only be available  in a
         lump sum form  and,  if  applicable  to an  amount  transferred  from a
         plan  subject  to joint  and  survivor requirements of the Code, must
         be consented to by the Participant's Spouse.

         There shall be no other  in-service  distributions  prior to the date
         a Participant  dies,  retires,  or otherwise  terminates employment
         from the Employer except as otherwise may be permitted for hardship
         distributions in Section 5.6.

5.6      HARDSHIP DISTRIBUTIONS

         A Participant  who is deemed  eligible by the Plan  administrator  may
         request an in-service  hardship  withdrawal per Section 5.19 of the
         Basic Plan of his or her Elective Deferrals.

         Subject to the joint and survivor  requirements  of Section 5.8 of the
         Basic Plan,  an in-service  distribution  shall only be available  in a
         lump sum form,  and,  if  applicable  to an  amount  transferred  from
         a plan  subject  to joint and  survivor requirements of the Code, must
         be consented to by the Participant's Spouse.


                                        SECTION 6
                       SECTION 415 LIMITATION AND TOP HEAVY RULES

6.1      TOP-HEAVY RATIO PRESENT VALUES

         The interest and post  retirement  mortality  factors set forth in the
         definition of Top Heavy Ratio in Article 1 of the Basic Plan shall
         apply.

6.2      TOP-HEAVY MINIMUMS

         The Top-Heavy Minimum Allocations are provided to all eligible
         Participants, including Key Employees.

         A Participant shall be eligible for a Top-Heavy Minimum  Allocation for
         a Plan Year if he or she was a Participant  during the Plan Year.

         An eligible  Participant  who  participates  in this Plan and one or
         more defined  benefit  plans that are part of a Top Heavy Required
         Aggregation  Group will receive a Top Heavy Minimum  Allocation under
         the Plan equal to 5% (or 7.5% if the 125% rule in Section 6.4(f) of the
         Basic Plan is used)

                                      -14-

<PAGE>

         of the Eligible  Participant's  applicable Compensation in lieu of any
         Top Heavy minimum benefit under the defined benefit Plan, in accordance
         with Section 3.5(c)(2) of the Basic Plan.

         An eligible  Participant who participates in this Plan and in one or
         more other defined  contribution plans that are part of a Top Heavy
         Required  Aggregation  Group will receive the Top Heavy Minimum
         Allocation under this Plan in lieu of any Top Heavy Minimum Allocation
         under another defined contribution plan.

6.3      LIMITATION YEAR FOR CODE section 415

         The limitation year for purposes of Code section 415 shall be the Plan
         Year.  If this action  constitutes  a change in  limitation year, a
         short limitation  year is  established,  beginning the day after the
         last day of the limitation year in effect before this change and ending
         with the first limitation year ending on or after the date of execution
         of this Adoption Agreement.

         For the purpose of determining  maximum benefits and contributions  for
         Code section 415 per Article 6 of the Basic Plan,  applicable Plan
         Compensation shall mean Code section 415 safe-harbor  Compensation for
         the limitation year including  Compensation not currently includible in
         gross income by reason of Code section 125 relating to cafeteria plans,
         section 402(e)(3)  relating to lump sum distributions from  qualified
         retirement  plans,  section 402(h)(1)(B)  relating to Simplified
         Employee Pension Plans,  section 403(b)  relating to tax deferred
         annuities,  or section 401(k) and section 402(a)(8)  relating to cash
         or deferred plans. In addition,  Code section 415 Compensation will
         also include elective  amounts that are not  includible in the gross
         income of the Employee by reason of Code section 132(f)(4) for
         Limitation  Years  beginning  on or after January 1, 2001 (or if
         elected in Section  3.1(a),  any  earlier Limitation  Year beginning on
         or after January 1, 1998).


                                     SECTION 7
                               LOANS AND INSURANCE

7.1      PARTICIPANT LOANS

         The Plan Administrator  may arrange for the availability of Participant
         loans as described in Section 7.14 of the Basic Plan.
         The loan rules of Section 7.14 of the Basic Plan shall apply.

         Loans are treated (a) as a general  investment of the Trust Fund rather
         than to the  individual  Participant's  Account or (b) if the
         Sponsoring  Employer and the Plan  Administrator have elected to
         activate the investment fund options under Section 8.1 and
         Section 7.15 of the Basic Plan, as a reduction in the investment fund
         option from which it was withdrawn.

         The amount of loan shall not exceed the lesser of (a) $50,000  reduced
         by the excess of the highest loan during the  preceding 12 months over
         the currently outstanding loan, or (b) one-half of the Vested Aggregate
         Account balance.

         The  interest  rate on such  loans  shall be 1%  higher  than the prime
         rate of  interest  charged  by  representative  local commercial banks.
         The rate of interest on such loan shall be fixed at the time of the
         loan.

7.2      INSURANCE

         There shall be no insurance purchased under the Plan.

                                      -15-


<PAGE>

                                   SECTION 8
              PLAN ADMINISTRATION AND MISCELLANEOUS PROVISIONS

8.1      INVESTMENT FUND OPTIONS

         There shall be a single pooled  investment fund  accounting  maintained
         for all  Participants'  Accounts,  unless  Participant investment  fund
         elections are made  available by adoption by the  Sponsoring  Employer
         and agreement by the trustee of rules relating to the  Participant
         selection of two or more  investment  fund options in accordance
         with Section 7.15 of the Basic Plan.

         If the investment fund options offered under the Plan are intended to
         comply with Code section 404(c), the Plan administrator shall establish
         the rules  relating to the  investment  fund options  which shall be
         intended to comply with the  provisions of Code section 404(c).

8.2      VALUATION DATE

         The dates for allocating  Employer  contributions  shall be the last
         day of each Plan Year. The Valuation Dates for allocating Trust Fund
         investment earnings or losses and determining the value of
         Participants' Accounts shall occur daily.

8.3      QUALIFIED DOMESTIC RELATIONS ORDERS

         Distributions  to  alternate  payees  under a Qualified  Domestics
         Relations  Order  (QDRO) shall be made prior to the time a Participant
         has terminated  employment even if the affected  Participant  has not
         yet reached the Earliest  Retirement Age as defined in Section 8.11 of
         the Basic Plan.

8.4      COVERAGE IN MULTIPLE PLANS

         If a  Participant  (a) is or was covered  under two or more current or
         terminated  plans  sponsored by the same  Employer (or Employers in the
         same  controlled or affiliated  service  group) which are not paired
         plans per Section 8.5; or (b) is covered  under  either a welfare
         benefit  fund as  defined  in Code section 419(e),  or an  individual
         medical  account  as defined in Code section 415(l)(2)  under which
         amounts are treated as Annual  Additions  with respect to any
         Participant in this Plan, the following shall apply:  The provisions of
         Article 6 of the Basic Plan shall be applicable so that Annual
         Additions under this Plan will be reduced first.

8.5      PLAN PAIRING PROVISION

         This Plan is not part of a group of paired plans.

8.6      TRUST AGREEMENT

         The Trust Agreement with the corporate  trustee named in the signature
         article is hereby  established as part of this Plan as named in the
         signature Section.

                                      -16-

<PAGE>

                                    SECTION 9
                              RELIANCE AND ADOPTION

9.1      RELIANCE

         An Adopting  Employer which adopts this Plan as a non  standardized
         plan may rely on an opinion letter issued by the Internal Revenue
         Service as evidence that the Plan is qualified  under Code section 401
         only to the extent  provided in Announcement  2001-77, 2001-30 I.R.B.

         The Employer  may not rely on the opinion  letter in certain  other
         circumstances  or with  respect to certain  qualification requirements,
         which are  specified in the opinion  letter  issued with respect to the
         Plan and in  Announcement  2001-77.  In order to obtain  reliance in
         such  circumstances  or with respect to certain  qualification
         requirements,  application  for a determination letter must be made to
         the Employee Plans Determinations of the Internal Revenue Service.

         This Adoption Agreement may be used only in conjunction with the Basic
         Plan identified in the title of this agreement.

         The  appropriateness  of the  adoption  of this Plan and the  terms of
         the  Adoption Agreement, its  qualification  with the Internal Revenue
         Service,  and the related tax and Employee benefit  consequences  are
         the  responsibility  of the Sponsoring Employer and its tax and legal
         advisors.

9.2      ADMINISTRATIVE INFORMATION

         Failure to properly  complete  this  Adoption  Agreement may result in
         disqualification  of the Plan. In accordance  with IRS requirements,
         Accudraft,  Inc. certifies that it will inform the adopting  Sponsoring
         Employer of any amendments made to the prototype  document forms or of
         the  discontinuance  or abandonment of such forms. For information  r
         egarding these documents, the adopting  Sponsoring Employer may contact
         Donald C. Whitmire, by mail addressed to Accudraft,  Inc. at 940 Centre
         Circle, Altamonte Springs, FL 32714; or by telephoning (407) 774-0996.

9.3      AUTHORIZED  SIGNATURES

         FOR THE SPONSORING EMPLOYER:

         CRIIMI MAE MANAGEMENT, INC.


         Name and Title: Mark Libera                       V.P./General Counsel
                        ---------------------------------- --------------------
                         (Print name)                       (Title)

         Signature and Date: /s/Mark Libera                March 27, 2003
                             ----------------------------- --------------
                             (Signature)                        (Date)

                                      -17-


<PAGE>

         FOR AN ADDITIONAL ADOPTING EMPLOYER:
         (as authorized by the Sponsoring Employer):
         Adopting Employer:         CRIIMI MAE SERVICES, L.P.

         Name and Title: Mark Libera               V.P./General Counsel
                        -------------------------  --------------------
                        (Print name)               (Title)

         Signature and Date:/s/Mark Libera                      March 27, 2003
                            ----------------------------------  --------------
                            (Signature)                         (Date)



         CORPORATE TRUSTEE:         WILMINGTON TRUST COMPANY

                                    Julie Anne Black         Assistant V.P.
                                    -----------------------  ------------------
                                   (Print name)              (Title)
                                    /s/Julie Anne Black      March 28, 2003
         Signature and Date:        -----------------------  ------------------
                                    (Signature)              (Date)








                                      -18-

<PAGE>


                     WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING
                                     OF THE
                BOARD OF DIRECTORS OF CRIIMI MAE MANAGEMENT, INC.


     In lieu of a special meeting of the Board of Directors  ("Board") of CRIIMI
MAE Management, Inc., a Maryland corporation (the "Corporation"), the Directors,
in accordance with Section  2-408(c) of the Maryland  General  Corporation  Law,
unanimously agree to the following resolutions:

     WHEREAS,  the Board has  previously  approved  and  adopted  the CRIIMI MAE
Management, Inc. Retirement Plan (the "Plan"); and

     WHEREAS,  the Board deems it  advisable  and in the best  interests  of the
Corporation  to amend and restate the Plan  effective as of January 1, 2002,  to
comply with certain  proposed and final  regulations  under the Internal Revenue
Code of 1986,  as amended (the "Code"),  and the Economic  Growth and Tax Relief
Reconciliation Act ("EGTRRA").

     NOW,  THEREFORE,  BE IT  RESOLVED,  that the Plan as amended  and  restated
effective January 1, 2002, attached as Exhibit A hereto, is hereby adopted;

     FURTHER RESOLVED, that the amendment to the Plan under proposed regulations
under Section  401(a)(9) of the Code,  attached as Exhibit B , is hereby adopted
with respect to  distributions  under the Plan made for calendar years beginning
on or after January 1, 2001;

     FURTHER  RESOLVED,   that  the  amendment  regarding  minimum  distribution
requirements  in  conformance  with  final  regulations  under the Code  Section
401(a)(9) and Internal Revenue Service Announcement  2002-29, a copy of which is
attached hereto as Exhibit C;

     FURTHER  RESOLVED,  that the  amendment  to increase  the maximum  elective
deferral contribution amount under the Plan as permitted under Section 402(g) of
the Code, attached as Exhibit D, is hereby adopted;

     FURTHER  RESOLVED,  that  the  "Good  Faith"  amendment  to  the  Plan  for
conformance with EGTRRA, attached as Exhibit E, is hereby adopted; and

     FURTHER RESOLVED,  that the proper officers of the Corporation be, and each
of them hereby is,  authorized  and directed to take all further  actions and to
execute all further agreements,  instruments and documents as shall be necessary
or desirable in order to effectuate the foregoing resolutions.

                                      -19-

<PAGE>



     The  Directors,  by signing this consent,  agree to the  transaction of the
business of the special meeting of the Board of Directors by a unanimous consent
of the Directors in lieu of such meeting effective as of the 23rd day of January
2003,  and order that this consent be filed with the records of the  proceedings
of the Board of Directors.




                                      /s/Barry S. Blattman
                                      ------------------------------
                                      Barry S. Blattman


                                      /s/David B. Iannarone
                                      ------------------------------
                                      David B. Iannarone





                                      -20-

<PAGE>


                     CRIIMI MAE MANAGEMENT, INC.
                         RETIREMENT PLAN

              ADDITIONAL EMPLOYER ADOPTION AGREEMENT


     THIS AGREEMENT is made and entered into as of the date below between CRIIMI
MAE MANAGEMENT,  INC. (the Sponsor) and CRIIMI MAE SERVICES,  L.P. (the Adopting
Employer).

                        W I T N E S S E T H:

     WHEREAS, the Sponsor previously established the CRIIMI MAE Management, Inc.
Retirement Plan (hereafter  called the Plan) which the Adopting  Employer wishes
to adopt;

     NOW,  THEREFORE,  effective  January 1, 2002, the Adopting  Employer hereby
adopts the Plan subject to the following conditions and limitations:

         (1)      The Adopting Employer agrees to abide by such rules and
                  procedures as the Administrator  deems necessary for
                  the proper administration of the Plan.

         (2)      With respect to the Adopting Employer,  the definition of
                  Fiscal Year will mean the tax year of the Adopting Employer.

         (3)      Employees  of the  Adopting  Employer  will be given  credit
                  for all Years of Service or Periods of Service earned with the
                  Employer.

         (4)      Employees  of the Employer  will be given credit for all Years
                  of Service or Periods of Service  earned with the Adopting
                  Employer.

     IN WITNESS WHEREOF, this agreement is hereby executed by the parties hereto
this 27th day of March , 2003.

                               CRIIMI MAE MANAGEMENT, INC.


                               /s/Mark Libera
                               -------------------------------------
                               By



                               CRIIMI MAE SERVICES, L.P.
                               By:  CMSLP Management Company, Inc., its
                                     General Partner

                               /s/Mark Libera
                               -------------------------------------
                               By


                                      -21-


<PAGE>

                              AMENDMENT
          TO INCREASE THE MAXIMUM ELECTIVE DEFERRAL AMOUNT



Name Of Plan:     CRIIMI MAE Management, Inc. Retirement Plan (the "Plan")

Plan Sponsor:     CRIIMI MAE Management, Inc. (the "Sponsor")


THIS AMENDMENT is hereby adopted by the Sponsor in order to increase the maximum
 allowable  Elective Deferral  contributions  under the Plan to up to 100% of
each Eligible Participant's  Compensation.  Accordingly,  the following
amendment shall be effective for the Plan Year which begins in 2002:

The second paragraph of Section 3.2 of the Adoption Agreement is hereby amended
                  in its entirety to read as follows:

         The  maximum  Employee  Elective  Deferral  contribution  for a
         Participant  for a Plan  Year  shall be 100% of the Code section 415
         Compensation  per  Section  1.15 of the  Basic  Plan for the Plan
         Year  inclusive  of any  other  amounts  allocated  to such
         Participant  and counted  under Code section 415(c)and  section 611(b)
         and section 32 of the  Economic  Growth and Tax Relief  Reconciliation
         Act (EGTRRA), to the maximum dollar amount permitted under Code
         section 402(g).



                              CRIIMI MAE MANAGEMENT, INC.


                              /s/Mark Libera
                              ---------------------------------------
                              By
                              Date: March 27, 2003


                                      -22-

<PAGE>


                      FINAL CODE section 401(a)(9) AMENDMENT
                 REGARDING MINIMUM DISTRIBUTION REQUIREMENTS


Name Of Plan:     CRIIMI MAE Management, Inc. Retirement Plan (the "Plan")

Plan Sponsor:     CRIIMI MAE Management, Inc. (the "Sponsor")

This  Amendment is hereby adopted by the Sponsor to permit the Plan to make
required  minimum  distributions  in accordance  with final Internal  Revenue
Service  regulations  under Code section 401(a)(9)  effective  no later than for
calendar  years  which  begin in 2003 in accordance with Rev. Proc. 2002-29.

Section 1. General Rules

1.1.   Effective  Date. The provisions of this amendment will apply for purposes
       of determining required minimum distributions for calendar years
       beginning with the 2002 calendar year.

1.2.   Coordination with Minimum Distribution  Requirements  Previously in
       Effect.  Required minimum  distributions for calendar 2002 will be
       determined  as  follows:  If the  total  amount  of 2002  required
       minimum  distributions  under  the Plan made to a distributee for
       calendar 2002 (a) equals or exceeds the required minimum distributions
       determined under this amendment,  then no  additional  distributions
       will be  required to be made for 2002 on or after such date to the
       distribute;  or (b) is less than the amount determined under this
       amendment,  then required minimum  distributions for 2002 on and after
       such date will be determined so that the total amount of required
       minimum  distributions  for 2002 made to the  distributee  will be the
       amount determined under this amendment.

1.3.   Precedence.  The requirements of this amendment will take precedence over
       any inconsistent provisions of the Plan and any prior amendments thereto.

1.4.   Requirements of Internal  Revenue Service  Regulations  Incorporated.
       All  distributions  required under this amendment will be determined and
       made in accordance with the Internal Revenue Service regulations under
       Code section 401(a)(9).

1.5.   TEFRA  section 242(b)(2) Elections.  Notwithstanding the other provisions
       of this  amendment,  distributions  may be made  under a designation made
       before January 1, 1984, in accordance with section 242(b)(2) of the Tax
       Equity and Fiscal  Responsibility  Act (TEFRA) and the provisions of the
       Plan that relate to section 242(b)(2) of TEFRA.

Section 2. Time and Manner of Distribution

2.1.   Required Beginning Date. The Participant's entire interest will be
       distributed,  or begin to be distributed,  to the Participant
       no later than the Participant's Required Beginning Date.

2.2.   Death of Participant Before Distribution Begin. If the Participant dies
       before  distributions  begin, his or her entire interest will be
       distributed, or begin to be distributed, no later than as follows:


                                      -1-

<PAGE>


       (a)    If the Participant's surviving Spouse is the Participant's sole
              designated  Beneficiary,  then subject to section 2.2 (e) below
              distributions  to the surviving  Spouse will begin by December 31
              of the calendar year  immediately  following the calendar year in
              which the Participant died, or by December 31 of the calendar year
              in which the Participant  would have attained age 70 1/2, if
              later.

       (b)    If the  Participant's  surviving Spouse is not the  Participant's
              sole designated  Beneficiary,  then subject to section 2.2(e)
              below  distributions  to the  designated  Beneficiary  will begin
              by December 31 of the calendar year  immediately following the
              calendar year in which the Participant died.

       (c)    If there is no designated  Beneficiary as of September 30 of the
              year following the year of the Participant's  death, the
              Participant's  entire interest will be distributed by December 31
              of the calendar year  containing the fifth  anniversary of the
              Participant's death.

       (d)    If the  Participant's  surviving Spouse is the  Participant's
              sole designated  Beneficiary and the surviving Spouse dies after
              the  Participant  but before  distributions  to the surviving
              Spouse begin,  this section 2.2,  other than section 2.2(a), will
              apply as if the surviving Spouse were the Participant.

       (e)    If the Participant dies before distributions begin and there is a
              designated Beneficiary,  distribution to the designated
              Beneficiary is not required to begin by the date specified in
              sections  2.2(a) or (b) above if the  Participant's  entire
              interest is  distributed  to the  designated  Beneficiary  by
              December  31 of the  calendar  year  containing  the fifth
              anniversary of the  Participant's  death.  In addition,  a
              designated  Beneficiary  who is receiving  payments under this
              5-year rule may make a new election to receive payments under the
              life expectancy rule until December 31, 2003,  provided that all
              amounts that would have been required to be  distributed  under
              the life  expectancy  rule for all  distribution calendar years
              before 2004 are distributed by the earlier of December 31, 2003 or
              the end of the 5-year period.

         For purposes of this section 2.2 and section 4, unless section 2.2(d)
         applies,  distributions  are considered to begin on the Participant's
         Required  Beginning Date.  If  section  2.2(d) applies,  distributions
         are  considered  to begin on the date distributions  are  required  to
         begin to the  surviving  Spouse  under  section  2.2(a).  If
         distributions  under an annuity purchased from an insurance company
         irrevocably  commence to the Participant before the Participant's
         Required Beginning Date (or to the  Participant's  surviving Spouse
         before the date  distributions are required to begin to the surviving
         Spouse under section 2.2(a)), the date distributions are considered to
         begin is the date distributions actually commence.

2.3.   Forms of Distribution.  Unless the Participant's interest is distributed
       in the form of an annuity purchased from an insurance company or in a
       single sum on or before the Required  Beginning Date, as of the first
       distribution  calendar year distributions will be made in accordance with
       sections 3 and 4 of this amendment.  If the Participant's interest is
       distributed in the form of an annuity  purchased from an insurance
       company,  distributions  thereunder will be made in accordance with the
       requirements of Code section 401(a)(9) and the IRS regulations.

                                      -2-

<PAGE>

Section 3. Required Minimum Distributions During Participant's Lifetime

3.1.   Amount of Required Minimum  Distribution for Each Distribution  Calendar
       Year. During the  Participant's  lifetime,  the minimum amount that will
       be  distributed  each  distribution  calendar  year is the lesser of
       (a) the quotient  obtained by dividing the Participant's  account balance
       by the distribution period in the Uniform Lifetime Table in
       section 1.401(a)(9)-9 of the IRS regulations using the  Participant's
       age as of his or her birthday in the  distribution  calendar  year; or
       (b) if  the  Participant's  sole designated  Beneficiary for the
       distribution calendar year is the Participant's  Spouse,  the quotient
       obtained by dividing the Participant's  account balance by the number in
       the Joint and Last Survivor Table in section 1.401(a)(9)-9 of the IRS
       regulations using the Participant's and Spouse's attained ages as of the
       Participant's and Spouse's birthdays in the distribution calendar year.

3.2.   Lifetime Required Minimum  Distributions  Continue Through Year of
       Participant's Death.  Required minimum  distributions will be determined
       under this section 3 beginning with the first  distribution  calendar
       year and up to and including the  distribution calendar year that
       includes the Participant's date of death

Section 4. Required Minimum Distributions After Participant's Death

4.1.   Death On or After Date Distributions Begin

       (a)    Participant  Survived by Designated  Beneficiary.  If the
              Participant dies on or after the date  distributions  begin and
              there is a designated Beneficiary,  the minimum amount that will
              be distributed for each distribution calendar year after the year
              of the Participant's death is the quotient obtained by dividing
              the Participant's  account balance by the longer of the remaining
              life  expectancy of the  Participant or the remaining life
              expectancy of the  Participant's  designated  Beneficiary,
              determined as follows:  (1) the Participant's  remaining life
              expectancy is calculated using the age of the Participant in the
              year of death,  reduced by one for each subsequent year; (2) if
              the Participant's  surviving Spouse is the sole  designated
              Beneficiary,  the  remaining  life  expectancy  of the  surviving
              Spouse  is  calculated  for each distribution  calendar year after
              the year of the Participant's death using the surviving Spouse's
              age as of the Spouse's birthday in that year. For  distribution
              calendar years after the year of the surviving  Spouse's  death,
              the remaining life expectancy of the surviving Spouse is
              calculated  using the age of the surviving Spouse as of the
              Spouse's  birthday in the  calendar  year  of the  Spouse's
              death,  reduced  by one  for  each  subsequent  calendar  year;
              and (3) if the Participant's  surviving  Spouse is not the
              Participant's  sole  designated  Beneficiary,  the designated
              Beneficiary's remaining  life  expectancy  is  calculated  using
              the age of the  Beneficiary  in the  year  following  the year of
              the Participant's death, reduced by one for each subsequent year.

       (b)    No Designated  Beneficiary.  If the Participant dies on or after
              the date distributions  begin and there is no designated
              Beneficiary  as of September 30 of the year after the year of the
              Participant's  death,  the minimum amount that will be distributed
              for each  distribution  calendar year after the year of the
              Participant's  death is the quotient obtained by dividing the
              Participant's  account balance by the Participant's  remaining
              life expectancy  calculated using the age of the Participant in
              the year of death, reduced by one each subsequent year.


                                      -3-


<PAGE>

4.2.   Death Before Date Distributions Begin

       (a)    Participant Survived by Designated Beneficiary.  If the
              Participant dies before the date distributions begin and there is
              a designated Beneficiary,  the minimum amount that will be
              distributed for each distribution calendar year after the year
              of the Participant's  death is the quotient obtained by dividing
              the Participant's  account balance by the remaining life
              expectancy of the Participant's designated Beneficiary, as
              determined in section 4.1.

       (b)    No Designated  Beneficiary.  If the Participant dies before
              distributions begin and there is no designated Beneficiary as
              of September 30 of the year following the year of the
              Participant's  death,  distribution  of the  Participant's  entire
              interest  will be completed by December 31 of the calendar
              year  containing  the 5th  anniversary  of the  Participant's
              death.

       (c)    Death of Surviving Spouse Before  Distributions to Surviving
              Spouse Are Required to Begin. If the Participant dies before
              the date distributions begin, the Participant's  surviving Spouse
              is the Participant's sole designated  Beneficiary,  and
              the surviving Spouse dies before  distributions are required to
              begin to the surviving Spouse under section 2.2(a),  this
              section 4.2 will apply as if the surviving Spouse were the
              Participant.

Section 5. Definitions

5.1.   Designated  Beneficiary.  The Beneficiary  designated by the Participant
       is the designated Beneficiary under Code section 401(a)(9) and
       section 1.401(a)(9)-1, Q&A-4 of the IRS regulations.

5.2.   Distribution  calendar year. A calendar year for which a minimum
       distribution is required.  For distributions  beginning before
       the  Participant's  death, the first  distribution  calendar year is
       the calendar year immediately  preceding the calendar year which contains
       the Participant's  Required Beginning Date. For distributions  beginning
       after the Participant's death, the first distribution  calendar  year is
       the calendar year in which  distributions  are required to begin under
       section 2.2. The required minimum  distribution  for the  Participant's
       first  distribution  calendar  year will be made on or before  the
       Participant's Required  Beginning Date. The required  minimum
       distribution  for other  distribution  calendar  years,  including the
       required minimum distribution for the distribution calendar year in which
       the Participant's  Required Beginning Date occurs, will be made on or
       before December 31 of that distribution calendar year.

5.3.   Life expectancy. Life expectancy as computed by use of the Single Life
       Table in section 1.401(a)(9)-9 of the IRS regulations.

5.4.   Participant's  Account balance.  For purposes of determining minimum
       distributions the Account balance as of the last Valuation Date in the
       calendar year  immediately  preceding the  distribution  calendar year
       (valuation  calendar year)  increased by the amount of any  contributions
       made and allocated or  forfeitures  allocated to the Account  balance
       as of dates in the valuation calendar year after the Valuation Date and
       decreased by  distributions  made in the valuation  calendar year after
       the Valuation Date. The Account balance for the valuation  calendar year
       includes any amounts rolled over or transferred to the Plan either in
       the valuation calendar year or in the distribution calendar year if
       distributed or transferred in the valuation calendar year.

                                      -4-

<PAGE>

                            CRIIMI MAE MANAGEMENT, INC.


                            /s/Mark Libera
                            ---------------------------------------
                            By
                            Date:  March 27, 2003





                                      -5-



<PAGE>


                 EGTRRA "GOOD FAITH"PLAN AMENDMENT
 FOR DEFINED CONTRIBUTION PLANS WHICH INCLUDE 401(k) PROVISIONS

      Per IRS Notices 2001-42, 2001-56, and 2001-57 and the
 Job Creation and Worker Assistance Act of 2002 (the 2002 Tax Act)


Name Of Plan: CRIIMI MAE Management, Inc. Retirement Plan (the "Plan")

Plan Sponsor: CRIIMI MAE Management, Inc. (the "Sponsor")

This  Amendment is hereby adopted by the Sponsor to reflect  certain provisions
of the Economic  Growth and Tax Relief  Reconciliation Act of 2001  ("EGTRRA"),
is intended as good faith  compliance with the  requirements of EGTRRA,  and is
to be construed in accordance with EGTRRA and guidance issued thereunder,
including IRS Notices 2001-42,  2001-56, and 2001-57, and with the Job Creation
and Worker Assistance  Act of 2002  (the  2002 Tax  Act).  This  amendment  will
supersede  the  provisions  of the Plan to the  extent  they are inconsistent
with the provisions of this amendment,  and except as otherwise  indicated,
is effective as of the first day of the first Plan Year beginning after
December 31, 2001.

                         WITNESSETH:

     WHEREAS,  the  Sponsoring  Employer  desires to amend the Plan,  heretofore
established by the Sponsoring Employer.

     NOW THEREFORE,  it is hereby agreed by and between the Sponsoring  Employer
and the Trustees that the Plan is hereby  amended  effective as of the first day
of the first Plan Year beginning after December 31, 2001 (except where otherwise
indicated) as follows:


     sections 611(b) and 632 of EGTRRA - LIMITATIONS ON CONTRIBUTIONS

     Maximum Annual  Addition:  Except to the extent  permitted  under this
     amendment which provides for catch-up  contributions  under EGTRRA
     section 631 and Code section 414(v), if applicable,  the Annual Addition
     that may be contributed or allocated to a Participant's  Account under the
     Plan for any Limitation Year will not exceed the lesser of (a) $40,000,  as
     adjusted for increases in the cost-of-living under Code section 415(d),  or
     (b) 100  percent of the  Participant's  Compensation,  within the  meaning
     of Code section 415(c)(3),  for the Limitation  Year.  The  Compensation
     limit referred  to in (b) will not apply to any  contribution  for medical
     benefits  after separation from service (within the meaning of Code
     section 401(h) or Code section 419A(f)(2)) which is otherwise treated as an
     Annual Addition.

     section 611(c) of EGTRRA - INCREASE IN COMPENSATION LIMIT

     The annual Compensation of each Participant used in determining
     allocations  (including  Top-Heavy Minimum  Allocations) will not
     exceed  $200,000 as adjusted for  cost-of-living  increases in accordance
     with Code  section 401(a)(17)(B).  Annual  Compensation  means
     Compensation during the Plan Year or such other consecutive  12-month
     period over which Compensation is otherwise determined under the Plan (the
     determination  period).  The cost-of-living  adjustment in effect for a
     calendar year

                                      -1-

<PAGE>

     applies to annual Compensation for the determination period
     that begins with or within such calendar year.

     section  612 of  EGTRRA - PLAN  LOANS  FOR  OWNER-EMPLOYEES  /  SHAREHOLDER
EMPLOYEES

     Effective  for Plan loans made after  December  31, 2001,  Plan  provisions
     prohibiting  or  otherwise  restricting  loans to any Owner-Employee or
     Shareholder-Employee will cease to apply.

     section 613 of EGTRRA - MODIFICATION OF TOP-HEAVY RULES

     1.  Effective  Date:  This section will apply for purposes of determining
         whether the Plan is a Top-Heavy Plan under Code section 416(g) for Plan
         Years  beginning  after December 31, 2001, and whether the Plan
         satisfies the minimum  benefits  requirements of Code section 416(c)
         for such years. This section amends the sections of the Plan that
         include Top-Heavy provisions.

     2.  Determination of Top-Heavy Status:

         (a)  Key  Employee:  Key Employee  means any employee or former
         Employee  (including  any deceased  Employee) who at any time during
         the Plan Year that  includes the  determination  date was an officer
         of the Employer  having  annual  Compensation greater than $130,000
         (as adjusted under Code section 416(i)(1) for Plan Years  beginning
         after December 31, 2002), a 5-percent owner of the Employer,  or a
         1-percent owner of the Employer having annual  Compensation of more
         than $150,000.  For this purpose, annual Compensation means
         Compensation within the meaning of Code section 415(c)(3).  The
         determination of who is a Key Employee will be made in accordance
         with Code section 416(i)(1) and the applicable  regulations  and other
         guidance of general applicability issued thereunder.

         (b)  Determination of Present Values and Amounts:  This section 2 will
         apply for purposes of determining the present values of accrued
         benefits and the amounts of Account balances of Employees as of the
         determination date.

              (1) Distributions  During The Year Ending On The  Determination
              Date:  The present  values of accrued  benefits  and the amounts
              of Account balances of an Employee as of the determination  date
              will be increased by the distributions  made with respect to the
              Employee under the Plan and any Plan aggregated  with the Plan
              under Code section 416(g)(2)  during the 1-year period ending on
              the  determination  date.  The preceding  sentence will also
              apply to  distributions  under a terminated  Plan  which  had  it
              not  been  terminated   would  have  been  aggregated  with  the
              Plan  under  Code section 416(g)(2)(A)(i).  In the case of a
              distribution  made for a reason other than severance from
              employment,  death, or  disability, this provision will apply by
              substituting "5-year period" for "1-year period."

              (2) Employees Not Performing  Services  During The Year Ending On
              The  Determination  Date: The accrued  benefits and the amounts
              of Account  balances of any  individual  who has not  performed
              services for the Employer  during the 1-year period ending on the
              determination date will not be counted.

                                      -2-


<PAGE>

     3.  Minimum benefits

         (a)  Matching Contributions:  Matching Contributions will be counted
         to satisfy the minimum contribution  requirements of Code
         section 416(c)(2).  The preceding sentence will apply to Matching
         Contributions under the Plan or, if the Plan provides that the
         minimum  contribution  requirement will be met in another Plan, such
         other Plan.  Matching  Contributions used to satisfy the minimum
         contribution  requirements will be treated as Matching  Contributions
         for purposes of the ACP test and other requirements of Code
         section 401(m).

         (a)  Contributions  Under Other Plans:  The Sponsor may provide that
         the minimum  benefit  requirement  will be met in another Plan
         (including one that consists solely of a cash or deferred  arrangement
         which meets the  requirements of Code section 401(k)(12) and Matching
         Contributions with respect to which the requirements of Code
         section 401(m)(11) are met).

     section 631 of EGTRRA - CATCH-UP CONTRIBUTIONS

     All Employees  eligible to make Elective  Deferrals under this Plan and who
     have attained age 50 before the close of the Plan Year will be eligible to
     make catch-up  contributions  in accordance with, and subject to the
     limitations of, Code section 414(v) and the 2002 Tax Act. Such catch-up
     contributions  will not be taken into account for purposes of the
     provisions of the Plan  implementing the required  limitations  of Code
     section 402(g) and section 415.  The Plan will not be treated as failing to
     satisfy the  provisions  of the Plan implementing the requirements of Code
     section 401(k)(3),  section 401(k)(11),  section 401(k)(12),
     section 410(b),  or section 16, as applicable,  by reason of the making of
     such catch-up contributions.

     In  accordance  with the 2002 Tax Act,  (a) the amount of catch-up
     contributions  that a  Participant  may exclude from income is limited to
     the catch-up  contribution  limit, which will apply on an aggregate basis
     to all plans of the Employer and the group of Affiliated  Employers of
     which the Employer is a part (except  that for this  purpose an  Affiliated
     Employer  will not include a trade or business which is acquired as part of
     an asset or stock acquisition,  merger, or similar
     Code section 410(b)(6)(C)  transaction involving  a change in the
     employer of the  employees  of a trade or  business,  during the period
     beginning  on the date of the transaction and ending on the last day of the
     first Plan Year beginning after the date of the transaction);  and
     (b) a Participant who attains Age 50 during a Plan Year will be  considered
      to be Age 50 on the first day of the Plan Year.  Catch-up  contributions
      will apply to contributions on or after January 1, 2002.

     section  641,  section 642 and section 643 of EGTRRA - DIRECT  ROLLOVERS OF
PLAN DISTRIBUTIONS

     1.  Effective Date: This section will apply to distributions made after
         December 31, 2001.

     2.  Modification of Definition of Eligible  Retirement  Plan: For purposes
         of the Direct Rollover section of the Plan, an eligible retirement
         plan also means an annuity  contract  described in Code section 403(b)
         and an eligible  plan under Code section 457(b)  which is maintained
         by a  state,  political  subdivision  of a  state,  or any  agency  or
         instrumentality  of a state  or  political subdivision  of a state and
         which agrees to  separately  account for amounts  transferred  into
         such plan from this Plan.  The definition of eligible  retirement plan
         also applies to a distribution to a surviving  spouse, or to a spouse
         or former spouse who is the alternate payee under a qualified domestic
         relation order, as defined in Code section 414(p).

                                      -3-

<PAGE>

     3.  Modification of Definition of Eligible Rollover  Distribution to
         Include  After-Tax  Employee  Contributions:  For purposes of
         the  Direct  Rollover  provisions  of the  Plan,  a  portion  of a
         distribution  will  not  fail to be an  eligible  rollover distribution
         merely  because the  portion  consists of  after-tax  or
         non-deductible  Employee  contributions  which are not includible in
         gross income.  However,  such portion may be paid only to an individual
         retirement account or annuity described in Code section 408(a) or (b),
         or to a qualified  defined  contribution  plan  described  in Code
         section 401(a) or section 403(a) that agrees to separately account for
         amounts so transferred,  including separately  accounting for the
         portion of such distribution which is includible in gross income and
         the portion of such  distribution  which is not so includible.  In
         accordance with the 2002 Tax Act, when a distribution  includes
         after-tax Employee  contributions which are not includible in gross
         income, the amount that is rolled over will first be attributed to
         amounts includible in gross income.

     4.  Modification of Definition of Eligible  Rollover  Distribution to
         Exclude Hardship  Distributions:  For purposes of the Direct
         Rollover  provisions of the Plan, any amount distributed on account
         of hardship will not be an eligible Rollover  distribution and the
         distributee may not elect to have any portion of such a distribution
         paid directly to an eligible retirement plan.

     5.  Additional Types of Rollovers Accepted Pursuant to EGTRRA section 641,
         section 642 and section 643

         (a)  Direct Rollovers or Participant Rollover Contributions from Other
              Plans: The Plan will accept a direct rollover of an eligible
              rollover distribution of a Participant contribution of an eligible
              rollover distribution from the following plans:

              ?   a qualified Plan described in Code section 401(a) or
                  section 403(a), excluding after-tax Employee Contributions.

              ?   an annuity contract described in Code section 403(b),
                  excluding after-tax Employee Contributions.

              ?   an eligible Plan under Code section 457(b) which is maintained
                  by a state,  political  subdivision of a state, or any agency
                  or instrumentality of a state or political subdivision of a
                  state.

         (b)  Participant Rollover  Contributions From IRAs: The Plan will
              accept a Participant rollover contribution of the portion of
              a distribution from an individual  retirement account or annuity
              described in Code section 408(a) or section 408(b) that is
              eligible to be rolled over and would otherwise be includible in
              gross income.

6.       Effective date of direct rollover and participant  rollover
         contribution  provisions:  This section will be effective January
         1, 2002 for rollovers to and from the Plan.

     section 646 of EGTRRA - DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

1.  Effective  date:  This section will apply for  distributions  and severance
    from  employment  occurring  after January 1, 2002 regardless of when the
    severance from employment occurred.

2.  New  distributable  event: A Participant's  Elective  Deferrals,  Qualified
    Non-Elective  Contributions,  Qualified  Matching  Contributions,  and
    earnings  attributable  to these  contributions  will be  distributed  on
    account  of the  Participant's severance  from  employment.  However,
    such a

                                      -4-

<PAGE>

    distribution  will be subject to the other  provisions  of the Plan
    regarding distributions, other than provisions that require a severance
    from employment before such amounts may be distributed.

     section 666 of EGTRRA - REPEAL OF MULTIPLE USE TEST

     The multiple use test described in Treasury  Regulation  Code
     section 1.401(m)-2 and in the Plan will not apply for Plan Years beginning
     after December 31, 2001.

     section   636(a)  of  EGTRRA  -  SUSPENSION   PERIOD   FOLLOWING   HARDSHIP
DISTRIBUTION

     A Participant who receives a distribution of Elective  Deferrals after
     December 31, 2001 on account of hardship will be prohibited from making
     Elective  Deferrals  and  Employee  contributions  under this and all other
     Plans of the  Employer for 6 months after receipt of the distribution.  A
     Participant who receives a distribution of Elective  Deferrals in calendar
     year 2001 on account of hardship will be  prohibited  from making  Elective
     Deferrals  and Employee  contributions  under this and all other Plans of
     the Employer for the period  specified in the provisions of the Plan
     relating to suspension of Elective  Deferrals that were in effect
     prior to this amendment.


/s/Mark Libera                                           March 27, 2003
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By                                                       Date
CRIIMI MAE MANAGEMENT, INC.







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