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                                                                   Exhibit 10(p)

                    EMPLOYMENT AND NON-COMPETITION AGREEMENT


         THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement") is
entered into as of the July 1, 1998, between CRIIMI MAE Management, Inc., a
Maryland corporation (the "Company"), and Cynthia O. Azzara (the "Executive").

                                 R E C I T A L S

         A. The Executive has been employed by the Company pursuant to an
Employment and Non-Competition Agreement dated June 30, 1995 (the "Original
Agreement").

         B. The Company and the Executive wish to restate the Original Agreement
into the form set forth herein in order to reflect their current understanding
as to the terms and conditions under which the Executive shall continue to
perform services for the Company and the Company shall continue to employ the
Executive.

         For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Executive agree as follows:

         1        EMPLOYMENT.

                  1.1 POSITION. On ________, 1998 (the "Effective Time"), the
Company shall employ the Executive as Senior Vice President, Chief Financial
Officer and Treasurer, and the Executive hereby accepts such employment for the
term of this Agreement (the "Term"), on the terms and subject to the conditions
set forth below.

                  1.2 DUTIES. The Executive shall report directly to the
Company's President and Chairman (the "Chairman") of the Board of Directors (the
"Board"), unless the Chairman, President or the Board instructs her otherwise,
and shall perform such duties consistent with the Company's bylaws and her
position as Senior Vice President, Chief Financial Officer and Treasurer as may
be reasonably requested of her by the Chairman, President or by the Board.

                  1.3 ATTENTION AND EFFORT. The Executive shall be required to
devote her full business time, attention and effort to the Company's business
and affairs and perform diligently her duties as are customarily performed by
Chief Financial Officers/Treasurers of companies similar in character or size to
the Company, together with such other duties as may be reasonably requested of
her by the Chairman, the President or the Board, which duties shall be
consistent with her positions as set forth above and as provided in Section 1.2.
The Executive agrees to use all of her skills and business judgment and render
services to the best of her ability to serve the interests of the Company.
Subject to the terms of Section 7, this shall not preclude the Executive from
serving on community and civic boards, participating in industry associations,
or otherwise engaging in other business activities which, in the Company's
reasonable judgment, do not unreasonably interfere with her duties to the
Company.

                  1.4 SUPPORT SERVICES. The Executive shall be entitled to all
of the administrative, operational and facility support customary for a Chief
Financial Officer/Treasurer



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

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

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

                  3.1 BASE SALARY. The Company shall pay to the Executive an
initial "Base Salary," payable in accordance with the Company's usual pay
practices (and in any event no less frequently than monthly), of One Hundred
Eighty Thousand Dollars ($180,000) per annum, which amount shall be increased to
an amount equal to not less than Two Hundred Twenty-Five Thousand Dollars
($225,000) beginning the earlier of (i) March 16, 1999 or (ii) any month prior
to March 1999 in which any annual increases are made by the Company to its
salaried employees.

                  3.2 CPI ADJUSTMENTS. The Company shall increase the
Executive's Base Salary during the same month that annual increases are
generally made to the Company's salaried employees by a minimum amount equal to
the Executive's Base Salary in effect during the month (the "Adjustment Month")
immediately prior to the month during which any annual increases are made to the
Company's salaried employees, multiplied by the greater of (i) ten percent (10%)
or (ii) the percentage increase in the Consumer Price Index-United States City
Average Urban Wage Earners and Clerical Workers (1967=100) (the "CPI") for the
Adjustment Month over the CPI for the twelfth (12th) month preceding the
Adjustment Month.

                  3.3 DISCRETIONARY BONUS. The payment of bonuses, if any, to
the Executive shall be determined by the Board in its sole discretion, provided
that in any calendar year, the Executive shall be entitled to a bonus in the
minimum amount of twenty-five percent (25%) of the Executive's Base Salary then
in effect. A bonus shall be prorated for partial calendar years.

                  3.4 STOCK OPTIONS.

                           3.4.1    STOCK OPTIONS.  At the Effective Time and on
the earlier of (i) March 16 of each year covered by this Agreement or (ii) the
date during each such year upon which options (the "Options") are otherwise
granted to the Company's other executives or salaried employees, the Executive
shall be granted Options to purchase at least Twenty Thousand (20,000) Common
Shares of CRIIMI MAE Inc. (the "Parent") ("Option Shares"), pursuant and subject
to the terms and conditions of a separate option agreement (the "Option
Agreement") and the Amended and Restated CRIIMI MAE Inc. Stock Option Plan for
Key Employees. To the extent possible, such Options shall qualify as incentive
stock options. The Options are in addition to any other rights and options which
may be granted to the Executive under any qualified, non-


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qualified, incentive, bonus and other stock or stock option plans which may be
adopted by the Company.

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

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

                  3.6 INSURANCE. The Company shall provide the Executive with
benefits not less than those provided to her immediately prior to the Effective
Time with respect to life insurance and disability insurance for the Executive,
and medical, hospitalization and dental insurance for the Executive, her spouse
and eligible family members in accordance with the policy (collectively,
"Insurance Benefits"). The Company shall provide Insurance Benefits to the
Executive in accordance with its policies.

                  3.7 AUTOMOBILE. The Company shall (x) purchase an automobile
selected by the Executive at a cost not to exceed Forty Thousand Dollars
($40,000), or (y) lease an automobile selected by the Executive for a three (3)
year term at a leasing cost not to exceed the cost to lease an automobile worth
Forty Thousand Dollars ($40,000) over the three (3) year term, the Company to
pay that fraction of the leasing cost equal to the lesser of (i) Forty Thousand
Dollars ($40,000) or (ii) the leasing cost over the three (3) year term, and the
Executive to pay the balance, if any, of such leasing cost. In lieu of having
the Company provide an automobile, the Executive may elect to be paid a monthly
automobile allowance in an amount equal to the monthly rental payment for a
lease of an automobile with a price of Forty Thousand Dollars ($40,000) for a
three (3) year lease. Such automobile allowance shall terminate in all events
upon termination of employment, whether for Cause or not.

                           3.7.1 The Company  shall  provide  automobile  theft,
casualty and liability insurance.

                           3.7.2    The Company shall pay for all costs of 
maintenance and repair of such automobile. Upon termination of employment other
than termination for "Cause" (as such term is defined in Section 5.6 below) or
the Executive's voluntary resignation, the Executive shall 


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have the right to be substituted as lessee under the automobile lease if the
automobile is leased, or to purchase the automobile from the Company, for a
purchase price which is the lesser of the low retail price for the automobile
established by the National Association of Automobile Dealers Guide for Used Car
Prices (Blue Book) or the "fair market value" of the automobile. For purposes of
this Section, "fair market value" shall mean the average of two written offers
from dealers in the Washington metropolitan area which are lower than the Blue
Book price. If the Executive paid for part of the cost of acquiring the
automobile, the purchase price shall be appropriately adjusted. Notwithstanding
the above, in the event of a termination of employment without Cause, if the
Company has provided an automobile to the Executive and if the Executive does
not elect to lease or purchase the automobile from the Company pursuant to this
Section 3.7.2, then the Executive shall be given the opportunity to continue to
use the automobile for a period of sixty (60) days from the date of her
termination of employment. The Company shall be responsible for the monthly
leasing cost, insurance and maintenance, if any, during such sixty (60) day
period.

                  3.8 PARKING SPACE. The Company shall provide a parking space
(a reserved one if one becomes available) in the garage of the building where
its headquarters is located (or nearby if no such garage). The Executive shall
pay the same proportion of the cost of such space as the Executive was paying
for a parking space immediately prior to the Effective Time.

                  3.9 PROFIT SHARING, RETIREMENT AND OTHER BENEFIT PLANS. The
Executive shall participate in all profit sharing, retirement and other benefit
plans of the Company generally available from time to time to employees of the
Company and for which the Executive qualifies under the terms thereof (and
nothing in this Agreement shall, or shall be deemed to, in any way affect the
Executive's right and benefits thereunder except as expressly provided herein).

                  3.10 VACATION AND SICK LEAVE. At the Effective Time, the
Company shall provide a vacation and sick leave policy identical to the vacation
and sick leave policy of the Company immediately prior to the Effective Time.
The Executive shall be entitled to such periods of vacation and sick leave
allowance each year as provided under the Company's vacation and sick leave
policy for executive officers. The Company shall also provide to the Executive
such additional periods of vacation and sick leave allowance which the Company
was required to provide to the Executive, but were unused and accrued, up to the
Effective Time.

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

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

                  3.13 USE OF OFFICE AFTER CESSATION OF EMPLOYMENT. Beginning on
the day after the cessation of the Executive's employment with the Company,
except in the case of termination of the Executive's employment for Cause or
death, and continuing until the earlier of (i) the end of the third month after
such cessation or (ii) the date, if ever, on which the Executive begins full


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time employment with another employer, the Company shall provide to the
Executive, at no cost to the Executive, for her personal use, office space at a
location in the Company's headquarters (other than in an executive suite of the
Company's offices) and reasonable secretarial assistance and office support.

         4        PERMANENT DISABILITY.

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

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

         5 TERMINATION OF EMPLOYMENT. The Executive's employment under this
Agreement and the Term shall be terminated as provided in Sections 5.1 through
5.5.

                  5.1 Immediately upon the death of the Executive.

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

                  5.3      By the Company at any time for Cause.

                  5.4      By the Company at any time without Cause.

                  5.5      By the Executive's resignation.


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                  5.6      For purposes hereof, Cause shall mean:

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

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

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

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

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

         6        SEVERANCE COMPENSATION.


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                  6.1 TERMINATION BY DEATH. If the Executive's employment is
terminated by death, the Executive's estate shall be entitled to receive (x)
severance compensation, within ninety (90) days after the date of death, in a
lump sum payment equal to the total of her Base Salary under Section 3.1 for
twelve (12) months after the date of death, and a pro rata portion of the bonus
applicable to the calendar year in which death occurs, (y) other benefits under
Sections 3.9 and 3.10, payable within ninety (90) days after the date of death,
accrued by her hereunder up to and including the date of the Executive's death
and (z) benefits, if any, provided by any insurance policies in accordance with
their terms. Any rights to purchase Option Shares that shall not have vested
under the Option Agreement shall vest immediately upon the death of the
Executive.

                  6.2 TERMINATION FOR CAUSE. If the Executive's employment is
terminated by the Company for Cause, the Company shall not have any other or
further obligations to the Executive under this Agreement (except (x) as may be
provided in accordance with the terms of profit sharing, retirement and other
benefit plans pursuant to Section 3.9 (y) as to that portion of any unpaid Base
Salary and other benefits accrued and earned under this Agreement through the
date of such termination, and (z) as to benefits, if any, provided by any
insurance policies in accordance with their terms). Any rights to purchase
Option Shares that shall not have vested under the Option Agreement within
thirty (30) days following such termination shall terminate. Furthermore, all
rights to purchase Option Shares that are vested must be exercised within one
hundred eighty (180) days following such termination of employment or such
rights shall terminate.

                  6.3 TERMINATION WITHOUT CAUSE OR FOR PERMANENT DISABILITY.

                           6.3.1 If the Executive's  employment is terminated 
by the Company without Cause, the Executive shall be entitled to receive (x) 
severance compensation equal to what would have been her Base Salary under 
Section 3.1 for twelve (12) months from the date of such termination, payable 
at such times as her Base Salary would have been paid if her employment had 
not been terminated and a pro rata portion of the bonus applicable to the 
calendar year in which such termination occurs, (y) other benefits pursuant 
to Sections 3.9, 3.10, 3.12 and 3.13, payable within ninety (90) days after 
the date of such termination, accrued by her hereunder up to and including 
the date of such termination and (z) benefits, if any, provided by any 
insurance policies in accordance with their terms. The vesting schedules for 
the rights to purchase Option Shares set forth in the Option Agreement shall 
not be affected by any such termination of employment without Cause.

                           6.3.2    If the Executive's employment is terminated 
because of her Permanent Disability, the Executive shall be entitled to receive
(x) severance compensation equal to what would have been her Base Salary under
Section 3.1 for twelve (12) months from the date of such termination, payable at
such times as her Base Salary would have been paid if her employment had not
been terminated, (y) other benefits pursuant to Section 3.9, 3.10, 3.12 and
3.13, payable within ninety (90) days after the date of such termination,
accrued by her hereunder up to and including the date of such termination and
(z) benefits, if any, provided by any insurance policies in accordance with
their terms. The vesting schedules for the rights to purchase Option Shares set
forth in the Option Agreement shall not be affected by any such termination of
employment for Permanent Disability.


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

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

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

                           6.4.3  The Company, without the Executive's  prior
written consent, reduces the Executive's Base Salary.

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

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

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

                           6.4.7  There occurs a "change in control."  In the 
event of termination within six (6) months following a "change in control," the
Executive shall be entitled to a supplemental payment, in addition to severance
compensation and other benefits set forth in Section 6.3. Such supplemental
payment shall be an amount equal to the Executive's Base Salary (determined at
the time of the Executive's termination of employment) for thirty-six (36)
months.


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Such supplemental payment shall be paid in a lump sum within ninety (90) days
after the Executive's termination of employment. In addition, all Options shall
become immediately exercisable notwithstanding any vesting schedule that would
otherwise apply and the Executive shall also be entitled to the benefit set
forth in Section 3.5. In no event, however, shall any amount be paid under
Section 6.4.7 which would otherwise constitute an "excess parachute payment" as
defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"). The Executive shall be provided with all data utilized
by the Company in the computation of benefits which potentially involve the
application of Sections 280G and 4999 of the Internal Revenue Code. To the
extent that payment of any of the benefits to the Executive is curtailed so as
to avoid triggering the application of Section 4999 of the Internal Revenue
Code, the Executive shall be given the opportunity to select which among the
affected benefits shall be subject to such curtailment.

         The term "change in control" means the first to occur of the following
events:

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

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

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

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

                  6.5 VOLUNTARY RESIGNATION OR FAILURE TO EXTEND THE TERM. If
the Executive voluntarily resigns her employment, or is an employee of the
Company at the third anniversary of the commencement of the Term and the
Executive and the Company have not reached mutual agreement with respect to the
Executive's continued employment by the Company, the Executive's employment
shall be terminated. In the event of a failure to extend the Term, the Executive
shall be entitled to receive (x) severance compensation equal to what would have
been her Base Salary under Section 3.1 for twelve (12) months after such date,
payable at such times as her Base Salary would have been paid if the Term had
not expired and (y) other benefits under Sections 3.9 and 3.13, payable within
ninety (90) days after the date the Term expired, accrued by her hereunder up to
and including the date of such expiration. In the event of voluntary
resignation, the Executive shall not be entitled to any severance compensation,
but shall be entitled to benefits under Sections 3.9 and 3.13, payable as set
forth above.


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                           6.5.1 In the event of a  voluntary  resignation,  any
rights to purchase Option Shares that have not vested
pursuant to the Option Agreement shall terminate immediately upon such voluntary
resignation. Furthermore, all rights to purchase Option Shares that are vested
must be exercised within one hundred eighty (180) days following such voluntary
resignation or such rights shall terminate.

                           6.5.2 In the event  employment  is  terminated  
for a failure to extend the Term, the vesting schedules for the rights to 
purchase Option Shares set forth in the Option Agreement shall not be 
affected by any such termination.

         7        COVENANTS AND CONFIDENTIAL INFORMATION.

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

                           7.1.1  Own,  manage,  control or  participate  in the
ownership, management or control of, or be employed or
engaged by, or otherwise affiliated or associated as, a consultant, independent
contractor or otherwise with, any other corporation, partnership,
proprietorship, firm, association or other business entity directly or
indirectly engaged in the business of, or otherwise directly or indirectly
engaged in any activities that (x) compete with the Company, the Parent, or any
entity affiliate of the Parent or (y) are of a type which are the same or
materially similar to the business activities in which during the Term the
Company, the Parent, or any entity affiliates of the Parent engaged; provided,
however, that the beneficial and/or record ownership of not more than two and
one-half percent (2.5%) of any class of publicly traded securities of any such
entity shall not be deemed a violation of this covenant; or

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

                  7.2 The applicable periods shall be: (x) for Sections 7.1.1
and 7.1.2 so long as the Executive is an employee of the Company; and (y) for
Section 7.1.2 only at any time after the 


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Executive ceases to be an employee of the Company but is receiving severance
compensation as provided in Section 6.

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

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

         8        MISCELLANEOUS.

                  8.1 NO RESTRICTIONS. The Executive represents and warrants
that she is not a party to any agreement, contract or understanding, whether
employment or otherwise, which would restrict or prohibit her from undertaking
or performing employment in accordance with the terms and conditions of this
Agreement.

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

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

                  8.4 DISPUTE RESOLUTION. Any controversy (excluding a
disagreement covered by Section 4.2 (Permanent Disability)) or claim arising out
of or relating to this Agreement, or the breach thereof, shall be settled by
arbitration in Montgomery County, Maryland, in accordance 


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<PAGE>


with the Commercial Rules of the American Arbitration Association then
pertaining in Montgomery County, Maryland, and judgment upon the award rendered
by the arbitrator or arbitrators may be entered in any court having jurisdiction
thereof. The arbitrator or arbitrators shall be deemed to possess the powers to
issue mandatory orders and restraining orders in connection with such
arbitration; provided, however, that nothing in this Section 8.4 shall be
construed so as to deny the Company the right and power to seek and obtain
injunctive relief in a court of equity for any breach or threatened breach by
the Executive of any of her covenants contained in Section 7 of this Agreement.

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

                  If to the Company or the Board:

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

                  If to the Parent:

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

                  If to the Executive:

                           Cynthia O. Azzara
                           12920 Buckeye Drive
                           Darnestown, MD  20878

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


                                      12

<PAGE>

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

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

                  8.8 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with the provisions of, the law of the State of
Maryland, without reference to provisions that refer a matter to the law of any
other jurisdiction. Each party hereto hereby irrevocably submits itself to the
non-exclusive personal jurisdiction of the federal and state courts sitting in
Maryland; accordingly, subject to the provisions for arbitration provided in
Section 8.4, any justiciable matters arising out of or relating to Section 7 of
this Agreement may be adjudicated only in a federal or state court sitting in
Maryland.

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

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

                  8.11 SINGULAR, PLURAL AND GENDER. Where necessary or
appropriate to the meaning hereof, the singular and plural shall be deemed to
include each other, and the masculine, feminine and neuter shall be deemed to
include each other.

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

                      (Signatures follow on following page)


                                      13

<PAGE>


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

                          CRIIMI MAE Management, Inc.,
                          a Maryland corporation


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


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


         In consideration of the services which the Executive is to perform on
behalf of the Company, CRIIMI MAE Inc. agrees that it will provide the Option
Shares required to fulfill the Company's obligations under Section 3.4 of the
Agreement.

         IN WITNESS WHEREOF, CRIIMI MAE Inc. has executed this Agreement this 
_____ day of __________, 1998.

                                   CRIIMI MAE Inc.


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


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