EXHIBIT 4(d)


                                                               EXECUTION COPY



                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION   RIGHTS   AGREEMENT  dated  as  of  January  14,  2003  (this
"Agreement"),  between CRIIMI MAE INC., a Maryland  corporation (the "Company"),
and BRASCAN REAL ESTATE  FINANCE FUND I, L.P.,  a Delaware  limited  partnership
(the "Investor").

                                   WITNESSETH:

     WHEREAS pursuant to the Investment  Agreement dated as of November 14, 2002
(as amended by Amendment No. 1, dated as of December 2, 2002,  and Amendment No.
2, dated as of January 13, 2003, the "Investment Agreement";  certain terms used
but  not  defined  herein  shall  have  the  meanings  assigned  thereto  in the
Investment  Agreement),  between the Company and Brascan  Real Estate  Financial
Investments  LLC,  the  Investor  will  become  the  owner in the  aggregate  of
1,212,617  shares (the  "Purchased  Stock") of common stock,  par value $.01 per
share,  of the Company  (the "Common  Stock") and  warrants to purchase  336,835
additional shares of Common Stock (the "Warrant  Shares";  collectively with the
Purchased Stock, the "Registrable  Shares";  provided that in the event that any
shares of Common Stock or other  securities  are issued as (or issuable upon the
conversion or exercise of any warrant,  right or other  security which is issued
as) a dividend or other  distribution  with respect to (including  pursuant to a
forward or reverse stock split), or in exchange by the Company generally for, or
in replacement by the Company generally of,  Registrable  Shares,  the number of
shares constituting Registrable Shares shall be adjusted accordingly); and

     WHEREAS the Company wishes to grant the Investor certain rights relating to
the registration of the Registrable Shares.

     NOW,   THEREFORE,   in   consideration   of  the   agreements,   covenants,
representations and warranties contained herein and in the Investment Agreement,
the parties hereto agree as follows:

     SECTION  1.  Demand  Registrations.   (a)  At  any  time  after  the  first
anniversary of the date hereof, the Investor may request  registration under the
Securities Act of 1933, as amended (the "Securities Act"), of all or part of the
Registrable  Shares for sale in the manner specified in such request;  provided,
however,  that the Company shall not be obligated to register Registrable Shares
pursuant to this  Section 1 on more than four  occasions in the  aggregate.  All
registrations  requested  pursuant to this Section 1 shall be referred to herein
as "Demand Registrations".

     (b)  Subject to Section  5(b),  a  registration  will not count as a Demand
Registration  for  purposes  of the  proviso  to  Section 1 unless it has become
effective.

     (c) The Company and the Investor shall,  upon mutual  agreement,  designate
one  or  more  managing  underwriters  of  nationally  recognized  standing,  if
applicable, for such offering.

     SECTION 2. Piggyback Rights.  (a) Whenever the Company proposes to register
any Common Stock under the Securities Act on a registration statement other than
Form S-4 or Form S-8 (or any success or forms  thereto),  the Company  will give
prompt  written  notice  to the  Investor  of its  intention  to  effect  such a
registration  (which  notice  shall be given not less than 15 days  prior to the
date the  registration  statement  is to be  filed)  and,  subject  to the terms
hereof,  will include in such  registration  (a  "Piggyback  Registration")  all
Registrable  Shares with  respect to which the  Company  has  received a written
request  from the  Investor  for  inclusion  therein  within  ten days after the
receipt of the Company's notice.

<PAGE>2

     (b) If the managing  underwriters  for such offering  advise the Company in
writing that in their opinion the number of securities to be registered and sold
for  the  account  of the  Company,  Registrable  Shares  and  other  securities
requested to be included in such  Piggyback  Registration  exceeds the number of
Registrable Shares,  securities to be registered and sold for the account of the
Company and other securities that can be sold in such offering, then the Company
will include in such  registration  only: (x) first,  any securities the Company
proposes  to sell for its own  account  or is  required  to  include  under  any
agreement of the Company,  and (y) second,  Registrable  Shares  requested to be
included  in such  registration  to the  extent  that,  in the  opinion  of such
underwriters, they can be sold.

     SECTION 3.  Holdback.  The Company  agrees (and shall sign an  agreement to
such  effect in the usual form of the  managing  underwriters,  if the  managing
underwriters   request  such  agreement)  not  to  effect  any  public  sale  or
distribution of Common Stock, or any securities convertible into or exchangeable
or  exercisable  for  Common  Stock,  during the 15 days prior to and the 90-day
period beginning on the effective date of any underwritten  Demand  Registration
or Piggyback Registration (except as part of such underwritten registration).

     SECTION 4. Registration Procedures. (a) Whenever the Investor has requested
that any  Registrable  Shares be  registered  pursuant  to this  Agreement,  the
Company will use all reasonable  efforts promptly to effect the registration and
the sale of such  Registrable  Shares  (subject to the  limitations  in Sections
1(a),  1(c) and 2(b)) in  accordance  with the  intended  method of  disposition
thereof, and pursuant thereto the Company will use all reasonable efforts to:

     (i) prepare (and afford counsel for the Investor reasonable  opportunity to
review and comment on) and file with the United States  Securities  and Exchange
Commission (the  "Commission")  within 60 days (or if the Company shall not then
be eligible to use Form S-3, 90 days) of the date of such request a registration
statement with respect to such  Registrable  Shares and cause such  registration
statement to become and remain  effective  for such period as may be  reasonably
necessary to effect the sale of such  securities  as described in such  request,
but in no event for a period in excess of 120 days; provided, however, that such
period shall be extended by one day for each day that the  distribution  must be
suspended by the Investor pursuant to Section 4(b)(ii).

     (ii) prepare (and afford counsel for the Investor reasonable opportunity to
review  and  comment  on) and  file  with the  Commission  such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
comply with the provisions of the Securities Act with respect to the disposition
of all securities  covered by such registration  statement during such period in
accordance with the intended methods of disposition by the Investor set forth in
such registration statement;

     (iii)  furnish to the  Investor  and the  underwriters  of the  Registrable
Shares being  registered such number of copies of such  registration  statement,
each  amendment  and  supplement  thereto,   the  prospectus  included  in  such
registration  statement  (including each preliminary  prospectus) and such other
documents as the Investor or such  underwriters may reasonably  request in order
to facilitate the disposition of the Registrable  Shares being registered or the
sale of such securities by such underwriters;

     (iv)  register  or  qualify  such  Registrable   Shares  under  such  other
securities  or blue sky laws of such  jurisdictions  within the United States as
the Investor or, in the case of an underwritten  public  offering,  the managing
underwriter,  reasonably requests and do any and all other acts and things which
may be reasonably necessary to enable the Investor to consummate

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the disposition in such  jurisdictions  of the Registrable  Shares owned by
the Investor;  provided,  however,  that the Company will not be required to (A)
qualify  generally  to do  business  in any  jurisdiction  where  it  would  not
otherwise  be  required  to qualify  but for this  subsection  or (B) consent to
general service of process in any such jurisdiction;

     (v) cause all such  Registrable  Shares  to be  listed  or  authorized  for
quotation on each securities exchange or automated quotation system on which the
Common  Stock is then  listed or quoted or, if the  Common  Stock is not then so
listed or quoted, as the Investor may reasonably request;

     (vi) provide a transfer agent and registrar for all such Registrable Shares
not later than the effective date of such registration statement;

     (vii)  enter  into  such  customary  agreements   (including   underwriting
agreements in customary form) and take all such other actions as the Investor or
the underwriters,  if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Shares;

     (viii) make available for inspection at a reasonable  time by the Investor,
any underwriter  participating in any disposition  pursuant to such registration
statement and any attorney,  accountant or other agent  retained by the Investor
or such  underwriter,  all  financial  and other  records,  pertinent  corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors,  employees  and  independent  accountants  to supply all  information
reasonably  requested  by  the  Investor  or  any  such  underwriter,  attorney,
accountant  or agent in connection  with the  preparation  of such  registration
statement;

     (ix) notify the Investor,  promptly after it shall receive notice  thereof,
of  the  time  when  such  registration  statement  has  become  effective  or a
supplement to any prospectus  forming a part of such registration  statement has
been filed;

     (x) notify the Investor of any request by the  Commission  for the amending
or supplementing of such registration  statement or prospectus or for additional
information;

     (xi) prepare (and afford counsel for the Investor reasonable opportunity to
review and comment on) and file with the  Commission,  promptly upon the request
of the Investor, any amendments or supplements to such registration statement or
prospectus that, in the opinion of the Investor's counsel, may be required under
the Securities Act in connection with the distribution of Registrable  Shares by
the Investor;

     (xii) prepare and promptly file with the Commission and promptly notify the
Investor of the filing of such  amendment  or  supplement  to such  registration
statement  or  prospectus  as may be  necessary  to correct  any  statements  or
omissions  if, at the time when a  prospectus  relating  to such  securities  is
required to be delivered under the Securities Act, any event shall have occurred
as the result of which any such  prospectus  or any other  prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material  fact  necessary to make the  statements  therein,  in the light of the
circumstances under which they were made, not misleading;

     (xiii)  advise the  Investor,  promptly  after it shall  receive  notice or
obtain  knowledge  thereof,  of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any  proceeding  for such purpose and use


<PAGE>4

all reasonable  efforts  promptly to prevent the issuance of any stop order
or to obtain its withdrawal if such stop order is issued;

     (xiv)  (A) at least  48  hours  prior  to the  filing  of any  registration
statement or prospectus  or any  amendment or  supplement  to such  registration
statement or  prospectus  furnish a copy thereof to the Investor and (B) refrain
from filing any such registration statement, prospectus, amendment or supplement
to which the  Investor's  counsel  shall have objected in writing on the grounds
that such registration  statement,  prospectus,  amendment or supplement may not
comply in all material respects with the requirements of the Securities Act;

     (xv) at the request of the Investor  furnish on the date or dates  provided
for in the  underwriting  agreement,  if any, or upon the effective  date of the
registration   statement:   (A)  an  opinion  of  counsel,   addressed   to  the
underwriters,   if  any,  and  the  Investor,  covering  such  matters  as  such
underwriters,  if any,  and  the  Investor  may  reasonably  request  and as are
customarily covered by the issuer's counsel in an underwritten offering; and (B)
a letter or letters from the  independent  certified  public  accountants of the
Company  addressed to the  underwriters,  if any, and the Investor covering such
matters as such  underwriters,  if any, and the Investor may reasonably  request
and as are  customarily  covered in  accountant's  letters in connection with an
underwritten offering;

     (xvi) during such time as the Investor may be engaged in a distribution  of
Registrable Shares, comply with Regulation M promulgated under the Exchange Act,
to the extent applicable;

     (xvii) participate, to the extent the Investor may reasonably request, with
the Investor in any road show in connection with an underwritten offering; and

     (xviii)  otherwise  comply with the  provisions of the  Securities Act with
respect  to the  disposition  of all  securities  covered  by such  registration
statement  in  accordance  with the  intended  method  of  disposition  and make
generally available to its security holders, as soon as reasonably  practicable,
an  earnings  statement  satisfying  the  provisions  of  Section  11(a)  of the
Securities Act and Rule 158 thereunder.

     (b) Upon  requesting  registration  of  Registrable  Shares  pursuant  to a
registration under this Agreement, the Investor agrees as follows:

     (i) The Investor  shall  cooperate as  reasonably  requested by the Company
with  the  Company  in  connection  with  the  preparation  of the  registration
statement,  and  for so long as the  Company  is  obligated  to  file  and  keep
effective the registration statement,  shall provide to the Company, in writing,
for use in the  registration  statement,  all  such  information  regarding  the
Investor and its plan of distribution of Registrable Shares as may be reasonably
necessary  to enable the  Company  to prepare  the  registration  statement  and
prospectus  covering  the  Registrable  Shares,  to maintain  the  currency  and
effectiveness  thereof and otherwise to comply with all applicable  requirements
of law in connection therewith; and

     (ii) During such time as the Investor may be engaged in a  distribution  of
the  Registrable  Shares,  the  Investor  shall (A)  comply  with  Regulation  M
promulgated under the Exchange Act, to the extent applicable, (B) distribute the
Registrable  Shares  under  the  registration  statement  solely  in the  manner
described  in the  registration  statement  and (C) cease  distribution  of such
Registrable  Shares  pursuant to such  registration  statement  upon  receipt of
written  notice from the Company that the  prospectus  covering the  Registrable
Shares contains

<PAGE>5

any untrue  statement of a material  fact or omits a material fact required
to be stated therein or necessary to make the statements therein not misleading.

     SECTION  5.  Registration  Expenses.  (a)  All  expenses  incident  to  the
Company's performance of or compliance with this Agreement,  including,  without
limitation,  all  registration  and filing  fees,  fees of  transfer  agents and
registrars,  fees and expenses of compliance  with  securities or blue sky laws,
fees of the National Association of Securities Dealers, Inc., printing expenses,
road show expenses,  fees and disbursements of counsel for the Company, fees and
expenses of the Company's independent certified public accountants, and the fees
and  expenses  of  any  underwriters  (excluding  underwriting  fees,  expenses,
discounts or commissions attributable to the Registrable Shares included in such
registration,  which will be paid or borne by the  Investor)  and other  Persons
retained by the Company (all such  expenses  being herein  called  "Registration
Expenses"),  will be borne by the Company. In addition, the Company will pay its
internal expenses (including,  without limitation,  all salaries and expenses of
its officers and employees  performing legal or accounting duties),  the expense
of any annual audit or quarterly review, the expense of any liability  insurance
obtained by the Company and the expenses and fees for listing or authorizing for
quotation  the  securities  to be  registered  on each  securities  exchange  or
automated  quotation  system on which any shares of Common Stock are then listed
or quoted.

     (b)  Notwithstanding  Section 5(a) above,  the Investor  agrees that in the
event the Investor withdraws any registration  demand, the Investor shall either
reimburse the Company for the Registration  Expenses  incurred by the Company in
connection  with such  registration  or count such withdrawn  demand as a Demand
Registration for purposes of the proviso in Section 1(a).

     SECTION  6.  Indemnification.  (a) In the  event of a  registration  of the
Registrable  Shares under the Securities  Act pursuant to the terms hereof,  the
Company  agrees to indemnify,  hold harmless and defend,  to the fullest  extent
permitted by law, the Investor and its managers,  partners,  officers, employees
and affiliates  against all losses,  claims,  damages,  liabilities and expenses
(including, without limitation,  reasonable attorneys' fees except as limited by
Section 6(c)) caused by, arising out of, resulting from or related to any untrue
or alleged  untrue  statement of a material fact  contained in any  registration
statement under which such Registrable Shares were registered, any prospectus or
preliminary  prospectus contained therein or any amendment thereof or supplement
thereto or any omission or alleged  omission of a material  fact  required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
except  insofar  as the same  are  caused  by or  contained  in any  information
furnished in writing to the Company or any managing  underwriter by the Investor
or a  controlling  Person  thereof and except  where such untrue  statement  was
contained in or such  omission was from a  registration  statement,  preliminary
prospectus or prospectus or an amendment thereto or supplement  thereof that was
subsequently  corrected  in  an  amendment  thereto  by  the  Company  and  such
registration statement,  preliminary prospectus, amendment or supplement was not
delivered by or on behalf of the Investor or the Company.  In connection with an
underwritten  offering,  the Company will  indemnify  such  underwriters,  their
officers and directors and each Person who controls  such  underwriters  (within
the meaning of the  Securities  Act or the  Exchange  Act) to the same extent as
provided above with respect to the indemnification of the Investor (and with the
same  exception  with  respect  to  information  furnished  or  omitted  by such
underwriter  or  controlling  Person  thereof) and in  connection  therewith the
Company shall enter into an underwriting  agreement in customary form containing
such  provisions for  indemnification  and  contribution  as shall be reasonably
requested by the underwriters.  The reimbursements required by this Section 6(a)
will be made by  periodic  payments  during the course of the  investigation  or
defense,  as and when bills are received or expenses  incurred,  upon receipt by
the Company of itemized invoices.

     (b) In the event of a  registration  of the  Registrable  Shares  under the
Securities Act pursuant to the terms hereof,  the Investor  agrees to indemnify,
hold harmless and defend,  to the fullest  extent  permitted by law, the Company
and its directors,  officers,  employees and affiliates and each

<PAGE>6

underwriter  and  controlling  Person thereof  against all losses,  claims,
damages,  liabilities and expenses  (including,  without limitation,  reasonable
attorneys'  fees except as limited by Section  6(c)) caused by,  arising out of,
resulting  from or  related  to any  untrue or  alleged  untrue  statement  of a
material  fact  contained  in  any  registration   statement  under  which  such
Registrable  Shares were  registered,  any prospectus or preliminary  prospectus
contained  therein,  or any  amendment  thereof  or  supplement  thereto  or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading,  but only to the extent
that such untrue or alleged untrue  statement or omission or alleged omission is
contained  in any  information  so  furnished  in writing to the  Company or any
managing  underwriter by the Investor or a controlling  Person thereof expressly
for use therein.  The reimbursements  required by this Section 6(b) will be made
by periodic payments during the course of the  investigation or defense,  as and
when bills are  received or expenses  incurred,  upon receipt by the Investor of
itemized invoices.

     (c) Any Person entitled to  indemnification  hereunder will (i) give prompt
written notice to the  indemnifying  party of any claim with respect to which it
seeks  indemnification  (provided that the failure to give such notice shall not
limit the rights of such Person except to the extent such failure to give notice
shall materially prejudice the rights of the indemnifying party) and (ii) unless
in such indemnified party's reasonable judgment (with written advice of counsel)
a conflict of interest  between such  indemnified and  indemnifying  parties may
exist with respect to such claim,  permit such indemnifying  party to assume the
defense of such claim with counsel  reasonably  satisfactory  to the indemnified
party. If such defense is assumed,  the  indemnifying  party will not enter into
any settlement without the indemnified party's prior written consent unless such
settlement  includes  an  unconditional  release of the  indemnified  party from
liability relating to such claim or the matters that gave rise to such claim.

     (d) The parties  hereto agree that,  if for any reason the  indemnification
provisions  contemplated  by Section 6(a),  6(b) or 6(c) are  unavailable  to or
insufficient  to hold  harmless an  indemnified  party in respect of any losses,
claims,  damages,  liabilities  or  expenses  (or  actions in  respect  thereof)
referred to therein,  then the indemnifying party shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages,  liabilities  or  expenses  (or  actions  in respect  thereof)  in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party  and  the  indemnified  party  as  well as any  other  relevant  equitable
considerations.  The relative fault of such  indemnifying  party and indemnified
party shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged  untrue  statement  of a material  fact or omission or alleged
omission  to state a material  fact  relates  to  information  supplied  by such
indemnifying  party or  indemnified  party,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or omission.  The parties  hereto agree that it would not be just and
equitable if  contribution  pursuant to this Section 6(d) were determined by pro
rata  allocation  (even if any  underwriters  or all of them were treated as one
entity for such  purpose) or by any other  method of  allocation  which does not
take account of the equitable  considerations  referred to in this Section 6(d).
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages,  liabilities  or  expenses  (or  actions in  respect  thereof)
referred to above shall be deemed to include any legal or other fees or expenses
reasonably  incurred by such indemnified party in connection with  investigating
or,  except as provided  in Section  6(c),  defending  any such action or claim.
Notwithstanding  the  provisions of this Section 6(d), the Investor shall not be
required to contribute an amount  greater than the dollar amount of the proceeds
received by the Investor with respect to the sale of any Registrable  Shares. No
Person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f)  of the  Securities  Act)  shall  be  entitled  to  contribution  from  an
indemnifying Person who was not guilty of such fraudulent misrepresentation.

     SECTION 7.  Compliance  with Rule 144. The Company  shall (i) make and keep
public information available,  as those terms are understood and defined in Rule
144 under the  Securities  Act

<PAGE>

("Rule 144"), (ii) file with the Company in a timely manner all reports and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act and (iii) at the request of the Investor,  forthwith furnish to the
Investor a written  statement of compliance  with the reporting  requirements of
the  Commission as set forth in Rule 144 and make available to the Investor such
information as will enable the Investor to make sales pursuant to Rule 144.

     SECTION 8. Share Certificate  Legends.  Promptly following the registration
of any  Registrable  Shares and in connection with any sale or other transfer of
any of the Registrable  Shares pursuant thereto,  the Investor shall be entitled
to receive and the Company shall facilitate the timely  preparation and delivery
of certificates  representing  such  Registrable  Shares free of any restrictive
legends and registered in such names and in such  denominations  as the Investor
may  request,  in  exchange  for  the  then  existing   certificates  with  such
restrictive legends representing such Registrable Shares.

     SECTION 9. Notice.  Whenever any notice is required to be given  hereunder,
such  notice  shall be deemed  given only when such  notice is in writing and is
delivered  by  messenger  or  courier  or, if sent by fax,  when  received.  All
notices,  requests  and other  communications  hereunder  shall be  delivered by
courier,  reputable  overnight delivery service or messenger or shall be sent by
facsimile to the following addresses:

     (i) If to the Investor, at the following address:

                    Brascan Real Estate Finance Fund I, L.P.
                    One Liberty Plaza
                    New York, New York 10006
                    Facsimile:  (212) 417-7292
                    Attention: Barry Blattman, Managing Partner

with a copy by facsimile or messenger or courier to:

                    Sidley Austin Brown & Wood LLP
                    787 Seventh Avenue
                    New York, New York 10019
                    Facsimile: (212) 839-5599
                    Attention:  Scott M. Freeman

(ii) If to the Company, at the following address:

                    CRIIMI MAE Inc.
                    11200 Rockville Pike
                    Rockville, Maryland  20852
                    Facsimile: (301) 255-0620
                    Attention:  David B. Iannarone

with a copy by facsimile or messenger or courier to:

                    Venable, Baetjer, Howard & Civiletti, LLP
                    1201 New York Ave., N.W.
                    Suite 1000
                    Washington D. C.  20005
                    Facsimile: (202) 962-8300
                    Attention:  Arthur E. Cirulnick

<PAGE>8

or to such other respective addresses as may be designated by notice given in
accordance with this Section 9.

     SECTION  10.  Complete  Agreement;  No  Third-Party   Beneficiaries.   This
Agreement,  the  other  Ancillary  Agreements,  the  Investment  Agreement,  the
Confidentiality Agreement and the Company Letter constitute the entire agreement
among the parties  pertaining to the subject  matter hereof and  supersedes  all
prior agreements and understandings of the parties in connection therewith. This
Agreement, other than Section 6, is not intended to confer upon any Person other
than the Company and the Investor any rights or remedies hereunder.

     SECTION  11.   GOVERNING  LAW.  THIS  AGREEMENT   SHALL  BE  CONSTRUED  AND
INTERPRETED  IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK  WITHOUT
REFERENCE TO ITS  PRINCIPLES OF CONFLICTS OF LAWS.  THE INVESTOR AND THE COMPANY
HEREBY  CONSENT TO THE  JURISDICTION  OF THE COURTS OF THE STATE OF NEW YORK AND
THE FEDERAL  COURTS  LOCATED IN THE  BOROUGH OF  MANHATTAN  WITH  RESPECT TO ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR
TO DETERMINE THE RIGHTS OF ANY PARTY HERETO.

     SECTION 12. No  Assignment.  This agreement may be assigned by the Investor
without the consent of the Company to Brascan Real Estate Financial Partners LLC
or a  controlled  affiliate  thereof.  Subject to the  foregoing,  neither  this
Agreement nor any rights or obligations  under it are assignable by either party
without the written consent of the other party.

     SECTION  13.  Headings.  The  descriptive  headings  of  the  sections  and
subsections of this Agreement are for  convenience  only and do not constitute a
part of this Agreement.

     SECTION 14.  Counterparts.  This  Agreement  may be executed in one or more
counterparts  and by  different  parties  in  separate  counterparts.  All  such
counterparts  shall  constitute  one and the same  agreement  and  shall  become
effective  when one or more  counterparts  have been  signed  by each  party and
delivered to the other party.

     SECTION 15. Interpretation.  The word "including",  when used herein, shall
be deemed to mean "including, without limiting the generality of the foregoing".
When a reference is made in this Agreement to a Section, such reference shall be
to a section of this Agreement, unless otherwise indicated.

     SECTION 16. Remedies;  Waiver.  All rights and remedies existing under this
Agreement  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available. No failure on the part of any party to exercise or delay in
exercising any right hereunder  shall be deemed a waiver thereof,  nor shall any
single or partial exercise preclude any further or other exercise of such or any
other right.

     SECTION 17. Severability. Any invalidity, illegality or unenforceability of
any  provision of this  Agreement in any  jurisdiction  shall not  invalidate or
render  illegal  or  unenforceable  the  remaining  provisions  hereof  in  such
jurisdiction  and shall not invalidate or render illegal or  unenforceable  such
provisions  in any  other  jurisdiction.  The  Company  and the  Investor  shall
endeavor  in  good  faith  negotiations  to  replace  any  invalid,  illegal  or
unenforceable  provision  with a valid,  legal and  enforceable  provision,  the
economic  effect of which  comes as close as  possible  to that of the  invalid,
illegal or unenforceable provision.

<PAGE>9

     SECTION  18.  Amendment;  Waiver.  This  Agreement  may be amended  only by
agreement in writing of both parties.  No waiver of any provision nor consent to
any  exception  to the  terms of this  Agreement  shall be  effective  unless in
writing  and  signed  by the  party to be bound  and then  only to the  specific
purpose, extent and instance so provided.






<PAGE>10


     IN WITNESS WHEREOF, the Investor and the Company have caused this Agreement
to be signed by their respective  offers thereunto duly authorized all as of the
date first written above.


                               BRASCAN REAL ESTATE FINANCE FUND I, L.P.

                               By:  BREF GP LLC,
                                      its General Partner

                               By:  BRASCAN REAL ESTATE FINANCIAL PARTNERS LLC,
                                      its Managing Member



                               /s/Barry Blattman
                               ------------------------------------------------
                               Name:  Barry Blattman
                               Title:  President

                               CRIIMI MAE INC.



                               /s/David B. Iannarone
                               ------------------------------------------------
                               Name:  David B. Iannarone
                               Title:  Executive Vice President and
                                         Chief Operating Officer