EXHIBIT 4(tt)

                  Guaranty entered into by CRIIMI MAE Inc. in favor of and for
                         the benefit of Signet Bank/Virginia







                                    GUARANTY

     This GUARANTY (as amended, modified or supplemented from time to time, the
"Guaranty") is entered into as of 11:59 P.M., June 30, 1995 by CRIIMI MAE Inc.,
a Maryland corporation (the "Guarantor") in favor of and for the benefit of
Signet Bank/Virginia (the "Bank").  Capitalized terms used herein without
definition shall have the meanings set forth in the Credit Agreement of even
date herewith (as modified, supplemented or amended from time to time, the
"Credit Agreement") between CRIIMI MAE Management, Inc. (the "Borrower") and the
Bank.

                                    RECITALS

     WHEREAS, the Guarantor owns directly or indirectly all of the issued and
outstanding stock of the Borrower; 

     WHEREAS, C.R.I., Inc. ("CRI"), certain affiliates of CRI and Signet
Bank/Maryland are parties to the Third Amended and Restated Credit and Security
Agreement dated March 27, 1995 (the "CRI Credit Agreement");

     WHEREAS, CRI has consummated certain transactions with the Borrower and its
affiliates all as more fully described in the Proxy Statement of CRIIMI MAE Inc.
dated April 28, 1995 (the "CRIIMI MAE Proxy Statement");

     WHEREAS, in connection with such transactions, CRI assigned to CRI
Acquisition, Inc. ("Acquisition") and Acquisition assumed certain Assigned
Obligations, as defined below, of CRI and certain affiliates of CRI arising
under the CRI Credit Agreement;

     WHEREAS, Acquisition has merged with and into the Borrower and the Borrower
has assumed the Assigned Obligations as a result of such merger;

     WHEREAS, Signet Bank/Maryland, a Maryland banking corporation, assigned to
the Bank the rights of Signet Bank/Maryland with respect to the Assigned
Obligations;

     WHEREAS, the Bank's consent to the assumption of the Assigned Obligations
by the Borrower was conditioned upon, among other things, the execution and
delivery by the Guarantor of this Guaranty;

     NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to the Guarantor, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby makes the following representations and
warranties to the Bank and hereby covenants and agrees with the Bank as follows:

     1.   Guaranty.  The Guarantor irrevocably and unconditionally guaranties as
primary obligor and not as a surety the full and prompt payment when due
(whether by acceleration or otherwise) of all Obligations, as defined in the
Credit Agreement including, without limitation, the principal of and interest on
the Note of the Borrower issued under the Credit Agreement, of all amounts due
under any application and of all other obligations and liabilities (including,
without limitation, to repay all costs and expenses, including reasonable
attorneys' fees, expenses and costs, incurred by the Bank in collecting any
amount owed hereunder, all fees and interest thereon and any amounts due under
any indemnities set forth in the Loan Documents) of the Borrower and its
respective successors and assigns now existing or hereafter incurred under,
arising out of or in connection with the Credit Agreement, or any other Loan
Document and  the due performance and compliance with the terms of the Loan
Documents by the Borrower (collectively, the "Guaranteed Obligations").  All
payments by any Guarantor under this Guaranty shall be made when due, whether by
acceleration or otherwise, on the terms provided in the Loan Documents giving
effect in each instance to any applicable cure or grace periods provided
therein.

     2.   Payment.  If the Borrower fails to pay any Guaranteed Obligation as
and when the same becomes due and payable (whether upon acceleration or 
otherwise), the Guarantor shall immediately, without demand or notice of any
kind, pay the same.  This is a guaranty of payment, and not of collection.  The
Bank, in its sole discretion, shall have the right to proceed directly against
the Guarantor under this Guaranty without proceeding against any other person or
realizing or exhausting any security available to the Borrower.  Each default in
payment hereunder shall give rise to a separate cause of action hereunder, and
separate suits may be brought hereunder by the Bank as each cause of action
arises.  All payments hereunder shall be in lawful money of the United States of
America.

     3.   Waivers.  The Guarantor hereby waives (i) any right to require that
any action be brought against the Borrower or any other guarantor, surety or
accommodation party, or to require that resort be had to any collateral or
security for the Guaranteed Obligations or any other obligations of the
Borrower, (including, without limiting the generality of the foregoing, all
rights under 49-25 and 49-26 of the Virginia Code, or any successor or
similar provision thereof), (ii) notice of acceptance of this Guaranty and
notice of any liability to which it may apply, (iii) presentment, demand for
payment, protest, notice of dishonor or nonpayment of any such liability, suit
or taking of other action by the Bank,  against, notice of any default or event
or condition that might become a default and any other notice to, any party
liable thereon (including the Guarantor or any other guarantor) and any and all
lack of diligence or delays in the collection or enforcement hereof; (iv) any
defense arising by virtue of the lack of authority or dissolution of the
Borrower or any other person liable to the Bank  under the Loan Documents; (v)
notice of the existence, creation or incurring of any new or additional
indebtedness or obligation by the Borrower to the Bank; (vi) any defense based
upon an election of remedies by the Bank; and (vii) any right to require the
Bank to marshall any property held as security for performance of the Guaranteed
Obligations.

     4.   No Effect on Guaranty.  The liability and obligations of the Guarantor
under this Guaranty shall be primary, direct and not conditional or contingent
upon pursuit by the Bank of any remedies the Bank might have against the
Borrower, or any other party to the Loan Documents, or recourse the Bank might
have against any other person or property.  Such liability and obligations shall
not be modified, affected or impaired upon the happening from time to time of
any event or circumstance that might otherwise constitute a legal or equitable
discharge of the Borrower, the Guarantor or any other person.  Without limiting
the generality of the foregoing, the Bank may at any time and from time to time
without the consent of or notice to the Guarantor, without incurring
responsibility to the Guarantor, without impairing or releasing the obligations
of the Guarantor hereunder, upon or without any terms or conditions and in whole
or in part:

     a.   change the manner, place or terms of payment of, and/or change or
          extend the time of payment of, renew, alter, compromise, settle,
          release or terminate any of the Guaranteed Obligations or any other
          obligations of the Borrower, any security therefor, or any liability
          incurred directly or indirectly in respect thereof, and the guaranty
          herein made shall apply to the Guaranteed Obligations as so changed,
          extended, renewed or altered;

     b.   sell, exchange, release, surrender, realize upon or otherwise deal
          with in any manner and in any order any property by whomsoever at any
          time pledged or mortgaged to secure, or howsoever securing, the
          Guaranteed Obligations or any other obligations of the Borrower;

     c.   exercise or refrain from exercising any rights against the Borrower
          (including any waiver of the payment, performance or observance of the
          Borrower's obligations under any of the Loan Documents) or others, or
          otherwise act or refrain from acting;

     d.   settle or compromise any of the Guaranteed Obligations or any other
          obligations of the Borrower,  and any security therefor, and may
          subordinate the payment of all or any part thereof to the payment of 
          any liability (whether due or not) of the Borrower to creditors of the
          Borrower other than the Bank;

     e.   apply any sums by whomsoever paid or howsoever realized to any of the
          Guaranteed Obligations or any other obligations of the Borrower; or

     f.   consent to or waive any breach of, or any act, omission or default
          under, any of the Loan Documents or any other instruments or
          agreements to which the Borrower is a party, or otherwise amend,
          modify or supplement any of the Loan Documents or any of such other
          instruments or agreements; and/or

     g.   exercise any one or more of the rights and remedies exercisable under
          any of the Loan Documents in the case of any Default or Event of
          Default.

5.   Continuing Guaranty.  This Guaranty is a continuing one and all liabilities
to which it applies or may apply under the terms hereof shall be conclusively
presumed to have been created in reliance hereon.  Until the termination hereof
in accordance with Section 17 of this Guaranty, the obligations of the Guarantor
under this Guaranty are absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including, without limitation:  (a) any action or inaction by the
Bank, as contemplated in Section 3 of this Guaranty or otherwise; or (b) any
invalidity, irregularity or unenforceability of all or part of the Guaranteed
Obligations or of any security therefor.

6.   Waiver of Subrogation.  The Guarantor hereby irrevocably waives any claim
or other right that the Guarantor may now or hereafter acquire against the
Borrower that arises hereunder and/or from the existence or performance of the
Guarantor's obligations under this Guaranty or the Loan Documents, including,
without limitation, any claim, remedy or right of subrogation, reimbursement,
exoneration, contribution, indemnification, any right to participate in any
claim, right or remedy of the Bank,  against the Borrower or any Collateral (as
defined in the Credit Agreement) that the Bank, now has or hereafter acquires,
whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, by any payment made hereunder or otherwise, including,
without limitation, the right to take or receive from the Borrower, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other right.  The Guarantor
hereby irrevocably agrees that the Guarantor shall not (i) accept payment from
any Person pursuant to any claim, remedy or right of subrogation, reimbursement,
exoneration, contribution, indemnification or participation or claim on account
of any payment made hereunder or under any other Loan Document by the Guarantor
to the Bank, or (ii) take any action to exercise or enforce any such right.  If
any amount shall be paid to the Guarantor in violation of this Section 6 and the
Guaranteed Obligations shall not have been paid in full, such amount shall be
deemed to have been paid to the Guarantor for the benefit of and held in trust
for the Bank and shall forthwith be paid to the Bank and applied to the
Guaranteed Obligations, whether or not then due and payable, and the other
amounts specified in Section 1 hereof as being payable by the Guarantor as any
thereof become due and payable.

7.   Subordination; Repayment of Certain Debt Pursuant to Recapitalization.  Any
indebtedness or obligations of the Borrower to the Guarantor now or hereafter
existing, together with any interest thereon, shall be, and such indebtedness
and obligations hereby are, except as otherwise provided in the Credit Agreement
or the other Loan Documents, subordinated to the prior payment in full of the
Guaranteed Obligations.  The Guarantor agrees that until the Guaranteed
Obligations are paid in full, the Guarantor will not, except as otherwise
provided in the Credit Agreement or the other Loan Documents, accept any payment
or satisfaction of any kind of any indebtedness or obligations of the Borrower
to the Guarantor, and, except as otherwise provided in the Credit Agreement or
the other Loan Documents, the Guarantor hereby assigns to the Bank all right,
title and interest in such indebtedness and obligations, including the right to 
file proofs of claim and to vote thereon in connection with any bankruptcy,
insolvency, or reorganization proceeding, and including the right to vote on any
plan of arrangement or reorganization.  Further, the Guarantor agrees that,
except as otherwise provided in the Credit Agreement or the other Loan
Documents, until such Guaranteed Obligations are paid in full, if the Guarantor
should receive any payment, satisfaction or security for any such indebtedness
or obligation of the Borrower  to the Guarantor, Guarantor shall promptly pay to
the Bank an amount equal to such payment, satisfaction or security, provided,
however, that if an Event of Default shall have occurred and be continuing, the
same shall be delivered to the Bank in the form received, endorsed or assigned
as may be appropriate for application on account of or as security for the
Guaranteed Obligations, and, until so delivered shall be held in trust for the
Bank as security for the Guaranteed Obligations.

8.   Representations and Warranties.  The Guarantor hereby represents and
warrants the following as of the date of this Guaranty:

     a.   Corporate Existence and Power.  The Guarantor is a corporation duly
          incorporated, validly existing and in good standing under the laws of
          Maryland, and has all corporate powers and all material governmental
          licenses, authorizations, consents and approvals required to carry on
          its business as now conducted.  The Guarantor qualifies as a Real
          Estate Investment Trust as defined in Section 856 to 860 of the
          Internal Revenue Code.

     b.   Corporate and Governmental Authorization; No Contravention.  The
          execution, delivery and performance by the Guarantor of this Guaranty
          is within the Guarantor's corporate powers, Guarantor has been duly
          authorized by all necessary corporate action, requires no action by or
          in respect of, or filing with, any governmental body, agency or
          official and do not contravene, or constitute a default (except any
          such default that has been duly waived) under, any provision of
          applicable law or regulation or of the certificate of incorporation or
          by-laws of the Guarantor or of any agreement, judgment, injunction
          order, decree or other instrument binding upon the Guarantor or result
          in the creation or imposition of any Lien on any asset of the
          Guarantor or any of the Subsidiaries of the Guarantor other than the
          Liens created by the Pledge Agreements.

     c.   Audited Balance Sheet.  The consolidated balance sheet of the
          Guarantor and its Consolidated Subsidiaries as of December 31, 1994
          and the related consolidated statements of income, stockholders'
          equity and cash flows for the fiscal year then ended, reported on by
          Arthur Andersen LLP and set forth in the Guarantor's 1994 Form 10-K, a
          copy of which has been delivered to the Bank, fairly present, in
          conformity with generally accepted accounting principles, the
          consolidated financial position of the Guarantor and its Consolidated
          Subsidiaries as of such date and their consolidated results of
          operations and cash flows for such fiscal year.

     d.   Financial Information.  The unaudited consolidated balance sheet of
          the Guarantor and its Consolidated Subsidiaries as of March 31, 1995
          and the related unaudited consolidated statements of income and cash
          flows for the fiscal quarter then ended, set forth in the Guarantor's
          quarterly report for the fiscal quarter ended March 31, 1995 as filed
          with the Securities and Exchange Commission on Form 10-Q, a copy of
          which has been delivered to the Bank, fairly present, in conformity
          with generally accepted accounting principles applied on a basis
          consistent with the financial statements referred to in subsection (a)
          of this Section, the consolidated financial position of the Guarantor
          and its Consolidated Subsidiaries as of such date and their
          consolidated results of operations and cash flows for the fiscal
          quarter then ended (subject to normal year-end adjustments).

     e.   Material Adverse Change.  Since March 31, 1995 there has been no
          material adverse change in the business, financial position, results 
          of operations or prospects of (i) the Guarantor and its Subsidiaries,
          considered as a whole; provided, however, that ordinary liquidation,
          dispositions, prepayments and increases in market interest rates shall
          not be deemed to cause a material adverse change.

     f.   Litigation.  Except for the actions listed on Schedule I hereto there
          is no action, suit or proceeding pending against, or to the knowledge
          of the Guarantor threatened against or affecting, the Guarantor or any
          of its Subsidiaries, before any court or arbitrator or any
          governmental body, agency or official which could materially adversely
          affect the business, financial position, results of operations or
          prospects of the Guarantor and its Subsidiaries, considered as a
          whole, which could materially adversely affect the ability of the
          Guarantor to perform its obligations under this Guaranty or which in
          any manner draws into question the validity of any Loan Document. 

     g.   Compliance with Laws.  The Guarantor and each Subsidiary of the
          Guarantor is in compliance, in all material respects, with all
          applicable laws, ordinances, rules, regulations and requirements of
          governmental bodies, agencies and officials.

     h.   ERISA.  The Guarantor and all members of a controlled group of
          corporations and all trades or businesses (whether or not
          incorporated) under common control which together with the Guarantor
          are treated as a single employer under Section 414 of the Internal
          Revenue Code (the "ERISA Group") have fulfilled their obligations
          under the minimum funding standards of ERISA and the Internal Revenue
          Code with respect to each Plan and is in compliance in all material
          respects with the presently applicable provisions of ERISA and the
          Internal Revenue Code with respect to each Plan.  No member of the
          ERISA Group has (i) sought a waiver of the minimum funding standard
          under Section 412 of the Internal Revenue Code in respect of any Plan,
          (ii) failed to make any contribution or payment to any Plan or
          Multiemployer Plan or in respect of any Benefit Arrangement, or made
          any amendment to any Plan or Benefit Arrangement, which, in the case
          of both (i) and (ii) above, has resulted or could result in the
          imposition of a Lien or the posting of a bond or other security under
          ERISA or the Internal Revenue Code or (iii) incurred any liability
          under Title IV of ERISA other than (x) a liability to the PBGC for
          premiums under Section 4007 of ERISA and (y) withdrawal liabilities to
          Multiemployer Plans not in excess of $1,000,000.

     i.   Environmental Matters.  In the ordinary course of its business, the
          officers of the Guarantor consider the effect of Environmental Laws on
          the business of the Guarantor, and its Subsidiaries in the course of
          which they identify and evaluate potential risks and liabilities
          accruing to the Guarantor due to Environmental Laws.  On the basis of
          this consideration, the Guarantor has reasonably concluded that
          Environmental Laws are unlikely to have a material adverse effect on
          the business, financial condition, results of operations or prospects
          of the Guarantor and its Subsidiaries, considered as a whole.

     j.   Taxes.  The Guarantor and its Subsidiaries have filed all United
          States Federal income tax returns and all other material tax returns
          which are required to be filed by them and have paid all taxes due
          pursuant to such returns or pursuant to any material assessment
          received by the Guarantor, Subsidiary of the Guarantor except for any
          amounts so assessed being contested in good faith by appropriate
          proceedings for which adequate reserves have been established in
          accordance with generally accepted accounting principles.  The
          charges, accruals and reserves on the books of the Guarantor, its
          Subsidiaries in respect of taxes or other governmental charges are, in
          the opinion of the Guarantor, adequate.

     k.   Subsidiaries.  Each of the Guarantor's corporate Subsidiaries is a
          corporation duly incorporated, validly existing and in good standing 
          under the laws of its jurisdiction of incorporation, and has all
          corporate powers and all material governmental licenses,
          authorizations, consents and approvals required to carry on its
          business as now conducted. 

     l.   Not an Investment Company.  The Guarantor is not an "investment
          company" within the meaning of the Investment Company Act of 1940, as
          amended.

     m.   Full Disclosure.  All information heretofore furnished by the
          Guarantor to the Bank for purposes of or in connection with this
          Agreement, the other Loan Documents or any transaction contemplated
          hereby or thereby is, and all such information hereafter furnished by
          the Guarantor to the Bank will be, true and accurate in all material
          respects (or, in the case of any projections, were or will be prepared
          in good faith, on the basis of the Guarantor's best estimate of the
          information purported to be shown thereby) on the date as of which
          such information is stated or certified.  The Guarantor has disclosed
          to the Bank in writing any and all facts which materially and
          adversely affect or may materially and adversely affect (to the extent
          the Guarantor can now reasonably foresee), the business, operations or
          financial condition of the Guarantor and its Subsidiaries,  taken as a
          whole, the ability of the Guarantor to perform its obligations under
          the Loan Documents or which in any manner draws into question the
          validity of the Loan Documents.

     n.   Consolidated Stockholders' Equity.  During the term of this Guaranty,
          the Consolidated Stockholders' Equity of the Guarantor shall not at
          any time be less than $150,000,000.

9.   Covenants.  The Guarantor agrees that, so long as any amount payable under
any Loan Document remains unpaid:

     a.   The Guarantor will deliver to the Bank:

          (i)  as soon as available and in any event within 120 days after the
               end of each fiscal year of the Guarantor, a consolidated balance
               sheet of the Guarantor and its Consolidated Subsidiaries as of
               the end of such fiscal year and the related consolidated
               statements of income, stockholders' equity and cash flows for
               such fiscal year, setting forth in each case in comparative form
               the figures for the previous fiscal year, and accompanied by an
               opinion thereon of Arthur Andersen LLP or other independent
               public accountants of nationally recognized standing, which
               opinion shall state that such consolidated financial statements
               fairly present the consolidated financial condition and result of
               operations of the Guarantor and its Consolidated Subsidiaries for
               such fiscal year in accordance with generally accepted accounting
               principles;

          (ii) as soon as available and in any event within 60 days after the
               end of each of the first three quarters of each fiscal year of
               the Guarantor, a consolidated balance sheet of the Guarantor and
               its Consolidated Subsidiaries as of the end of such quarter and
               the related consolidated statements of income and cash flows for
               such quarter and for the portion of the Guarantor's fiscal year
               ended at the end of such quarter, setting forth in each case in
               comparative form the figures for the corresponding quarter and
               the corresponding portion of the Guarantor's previous fiscal
               year, all certified (subject to normal year-end adjustments) as
               to fairness of presentation, generally accepted accounting
               principles and consistency by the chief financial officer or the
               chief accounting officer of the Guarantor;

          (iii)     simultaneously with the delivery of each set of financial
                    statements referred to in clauses (a) and (b) above, a 
                    certificate of the chief financial officer or the chief
                    accounting officer of the Guarantor stating whether any
                    Default existed during the period covered by such financial
                    statements or exists on the date of such certificate and, if
                    any Default then exists, setting forth the details thereof
                    and the action which the Guarantor is taking or proposes to
                    take with respect thereto;

          (iv) simultaneously with the delivery of each set of financial
               statements referred to in clause (a) above, a statement of the
               firm of independent public accountants which reported on such
               statements whether anything has come to their attention to cause
               them to believe that any Default existed during the period
               covered by such financial statements or existed on the date of
               such statements;  provided, however, that if such independent
               public accountants shall deliver an unqualified opinion with each
               set of financial statements referred to in clause (a) above, the
               statement referred to in this clause (d) shall not be required;

          (v)  within five Domestic Business Days after any officer of the
               Guarantor obtains knowledge of any Default, a certificate of the
               chief financial officer or the chief accounting officer of the
               Guarantor setting forth the details thereof and the action which
               the Guarantor has taken, is taking or proposes to take with
               respect thereto;

          (vi) promptly upon the mailing thereof to the shareholders of the
               Guarantor generally, copies of all financial statements, reports
               and proxy statements so mailed;

          (vii)     promptly upon the filing thereof, copies of all registration
                    statements (other than the exhibits thereto) and reports on
                    Forms 10-K, 10-Q and 8-K (or their equivalents) which the
                    Guarantor shall have filed with the Securities and Exchange
                    Commission;

          (viii)    if and when any member of the ERISA Group (i) gives or is
                    required to give notice to the PBGC of any "reportable
                    event" (as defined in Section 4043 of ERISA) with respect to
                    any Plan which might constitute grounds for a termination of
                    such Plan under Title IV of ERISA, or knows that the plan
                    administrator of any Plan has given or is required to give
                    notice of any such report able event, a copy of the notice
                    of such reportable event given or required to be given to
                    the PBGC; (ii) receives notice of complete or partial
                    withdrawal liability under Title IV of ERISA or notice that
                    any Multiemployer Plan is in reorganization, is insolvent or
                    has been terminated, a copy of such notice; (iii) receives
                    notice from the PBGC under Title IV of ERISA of an intent to
                    terminate, impose liability (other than for premiums under
                    Section 4007 of ERISA) in respect of, or appoint a trustee
                    to administer any Plan, a copy of such notice; (iv) applies
                    for a waiver of the minimum funding standard under Section
                    412 of the Internal Revenue Code, a copy of such
                    application; (v) gives notice of intent to terminate any
                    Plan under Section 4041(c) of ERISA, a copy of such notice
                    and other information filed with the PBGC; (vi) gives notice
                    of withdrawal from any Plan pursuant to Section 4063 of
                    ERISA, a copy of such notice; or (vii) fails to make any
                    payment or contribution to any Plan or Multiemployer Plan or
                    in respect of any Benefit Arrangement or makes any amendment
                    to any Plan or Benefit Arrangement which has resulted or
                    could result in the imposition of a Lien or the posting of a
                    bond or other security, a certificate of the chief financial
                    officer or the chief accounting officer of the Guarantor
                    setting forth details as to such occurrence and action, if 
                    any, which the Guarantor or applicable member of the ERISA
                    Group is required or proposes to take; and

          (ix) from time to time such additional information regarding the
               financial position or business of the Guarantor or its
               Subsidiaries that the Bank may reasonably request.

     b.   The Guarantor will keep, and will cause each of its Subsidiaries to
          keep all property useful and necessary in its business in good working
          order and condition, ordinary wear and tear excepted.

     c.   The Guarantor will, and will cause each of its Subsidiaries to,
          maintain with financially sound and responsible insurance companies,
          insurance in such amounts and against such risks (and with such risk
          retention) as is required by law or regulation or as is usually
          carried by owners of similar businesses and properties in the same
          general areas in which the Guarantor and its Subsidiaries operate.

     d.   The Guarantor will continue, and will cause each of its Subsidiaries
          to continue, to engage in business of the same general type as now
          conducted by the Guarantor and its Subsidiaries, and will preserve,
          renew and keep in full force and effect, and will cause each of its
          Subsidiaries to preserve, renew and keep in full force and effect
          their respective corporate existences and their respective rights,
          privileges and franchises necessary in the normal conduct of business;
          provided that nothing in this Section 9(d) shall prohibit (i) any
          merger or consolidation permitted by Section 10 hereof,  (ii) the
          termination of the corporate existence of any Subsidiary if the
          Guarantor in good faith determines that such termination is in the
          best interest of the Borrower and is not materially disadvantageous to
          the Bank, (iii) any change in the type of business conducted by the
          Guarantor or any Subsidiary of the Guarantor, which does not
          materially change the type of business engaged in by the Guarantor,
          consisting of investing, directly or indirectly, in federally insured
          residential and multi-family mortgage investments and mortgage
          investments referred to in Section 9(f)(iii), or such Subsidiary and
          which does not adversely affect the status of the Guarantor as a Real
          Estate Investment Trust, or (iv) the liquidation of CRI Liquidating
          REIT, Inc. during 1997 in accordance with its business plan as
          described in the annual report on Form 10-K for the year ended
          December 31, 1994, as filed by CRI Liquidating REIT, Inc. with the
          Securities and Exchange Commission pursuant to the Securities Exchange
          Act of 1934 (the "Liquidating REIT Business Plan").  Without limiting
          the foregoing or the rights of the Agent, the Bank under the Loan
          Documents, the Guarantor will continue to qualify as a Real Estate
          Investment Trust.

     e.   The Guarantor will comply, and cause each of its  Subsidiaries to
          comply, with all applicable laws, ordinances, rules, regulations, and
          requirements of governmental authorities (including, without
          limitation, Environmental Laws and ERISA and the rules and regulations
          thereunder) except where the necessity of compliance therewith is
          contested in good faith by appropriate proceedings or where the
          failure to comply therewith will not materially adversely affect the
          business, operations or financial condition of the Guarantor and its
          Subsidiaries, taken as a whole, or the ability of the Guarantor to
          perform its obligations under the Loan Documents.

     f.   The Guarantor will not, and will not permit any of its Subsidiaries
          to, issue, assume, guarantee, incur or otherwise be or become liable
          in respect of Debt, if, after the incurrence of such Debt, there would
          exist the reasonable possibility of a material adverse effect on the
          business, financial position or results of operations of the Guarantor
          and its Subsidiaries, considered as a whole, or on the ability of the
          Guarantor to perform its obligations under the Loan Documents, other
          than: 

          (i)  Debt of the Guarantor to the Bank under the Loan Documents;

          (ii) Debt of the Guarantor in an amount not to exceed $20,000,000
               incurred in connection with a working capital line of credit,
               which shall not be required to be subordinated to Debt to the
               Bank under the Loan Documents;

          (iii)     Debt of the Guarantor in place as of the date of this
                    Agreement as detailed in Schedule II attached hereto and
                    other subsequent Debt of the Guarantor, provided that the
                    aggregate amount of all said debt shall at no time exceed
                    $700,000,000;

          (iv) Debt of the Guarantor for the financing of mortgage investments
               (other than insured mortgage investments) up to a maximum amount
               of Debt for such purpose of $100,000,000;

          (v)  Debt of the Guarantor in an amount which  does not exceed the
               Consolidated Stockholders' Equity of the Guarantor,  subject to
               restrictions reasonably satisfactory to the Bank that the holders
               of any such Debt shall not exercise any right or remedy in
               connection therewith before the date that is one year after the
               Termination Date;

          (vi) accrued dividends not otherwise prohibited under the Loan
               Documents;

          (vii)     accounts payable and accrued expenses incurred in the
                    ordinary course of business with maturities not exceeding
                    one year; 

          (viii)    any Guarantee of the Guarantor of the obligations of CRIIMI
                    MAE Services Limited Partnership; and

          (ix) other Debt expressly approved by the Bank, which approval shall
               not be unreasonably withheld.

     g.   Other than in connection with the requirements to distribute taxable
          income in accordance with the requirements of the Internal Revenue
          Code applicable to Real Estate Investment Trusts, the Guarantor will
          not and will not permit any of its Subsidiaries to:

          (i)  declare or pay any dividends, either in cash or property, on any
               shares of capital stock of any class of the Guarantor or any such
               Subsidiary;

          (ii) directly or indirectly, or through any Subsidiary or the 
               purchase, redeem or retire any shares of capital stock of any
               class of the Guarantor or any such Subsidiary or any warrants,
               rights or options to purchase or acquire any such shares of
               capital stock of the Guarantor or any such Subsidiary; or 

          (iii)     make any other payment or distribution, either directly or
                    indirectly or through any Subsidiary in respect of the
                    capital stock of the Guarantor or any such Subsidiary;

such declarations or payments of dividends, purchases, redemptions or
retirements of capital stock and warrants, rights or options, and all such other
distributions being herein collectively called "Restricted Payments," if, after
making any such Restricted Payment, a Default shall have occurred and be
continuing. 

     h.   The Guarantor will not and will not permit any of its Subsidiaries to
          wind up, liquidate or dissolve its affairs or enter into any
          transaction of merger or consolidation, or convey, sell, lease or
          otherwise dispose of (or agree to do any of the foregoing at any 
          future time), whether in one or a series of transactions, all of any
          substantial part of its assets; provided, however, that (i) any
          Subsidiary may merge or consolidate with any other Subsidiary or the
          Guarantor, (ii) any Subsidiary may sell, lease, transfer or otherwise
          dispose of any or all of its assets to the Guarantor or another
          Subsidiary, (iii) the Guarantor may merge with any other entity,
          provided that (A) the Guarantor shall be the continuing or surviving
          corporation and (B) immediately after such merger, the Guarantor shall
          not be in default under any material loan agreement to which it is a
          party and (iv) any Subsidiary may merge or consolidate with any other
          corporation, provided that, immediately after giving effect to such
          merger or consolidation,  the continuing or surviving corporation of
          such merger or consolidation shall be such Subsidiary and, provided
          further, that in each case, after giving effect thereto, no material
          adverse change in the business, financial position, results of
          operations or prospects of the Guarantor and its Subsidiaries,
          considered as a whole and no Event of Default shall have occurred and
          be continuing.  Nothing in this Section shall prohibit the liquidation
          of CRI Liquidating REIT, Inc. during 1997 in accordance with the
          Liquidating REIT Business Plan.

     10.  Cumulative Remedies.  No failure or delay on the part of the Bank, in
exercising any right, power or privilege hereunder and no course of dealing
between the Guarantor, the Bank, or the holder of the Note of the Guarantor
shall operate as a waiver thereof; nor shall any single or partial exercise by
the Bank of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights, powers and remedies herein expressly provided are cumulative and not
exclusive of any rights, powers or remedies that the Bank,  would otherwise
have.  No notice to or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Bank to any other or
further action in any circumstances without notice or demand.

     11.  Benefit and Assignment.  This Guaranty shall be binding upon the
Guarantor and its successors and assigns and shall inure to the benefit of the
Bank and its successors and assigns.

     12.  Waiver; Amendment.  No provision of this Guaranty may be amended,
changed, waived, modified, varied, discharged or terminated in any manner
whatsoever unless in writing duly signed by the Guarantor and the Bank.  No
waiver by the Bank of any default shall operate as a waiver of any term or
covenant of any agreement or of any other default or of the same default on any
prior or subsequent occasion.

     13.  Loan Documents.  The Guarantor acknowledges that executed (or
conformed) copies of the Loan Documents have been made available to the
Guarantor and the Guarantor's legal and financial advisers, and that the
Guarantor and such advisers are familiar with the contents thereof.

     14.  Notices.  All notices and other communications hereunder shall be made
at the addresses, in the manner and with the effect provided in Section 8.1 of
the Credit Agreement, provided that, for this purpose, the address of the
Guarantor shall be 11200 Rockville Pike, Rockville, Maryland 20852, Attention: 
Cynthia O. Azzara, Senior Vice President/Chief Financial Officer, or such other
address as the Guarantor shall specify in a written notice to the Bank.

     15.  Termination.  Except as provided below, this Guaranty shall terminate
on the date 95 days from the date upon which all Guaranteed Obligations have
been satisfied in full.  Notwithstanding anything to the contrary herein
contained, this Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time, payment, or any part thereof, of any or all of the
Guaranteed Obligations by any person are rescinded or must otherwise be restored
or returned by the Bank upon the insolvency, bankruptcy or reorganization,
liquidation or dissolution of the Borrower, the Guarantor or otherwise, or if
the Bank, elects to return such payment or any part thereof in its sole 
discretion, all as though such payment had not been made.  Notwithstanding any
modification, discharge or extension of the Guaranteed Obligations or any
amendment, modification, stay or cure of the Bank's rights that may occur in any
bankruptcy or reorganization case or proceeding concerning the Borrower, whether
permanent or temporary, and whether assented to by the Bank, or the Guarantor,
the Guarantor hereby agrees that the Guarantor shall be obligated hereunder to
pay the Guaranteed Obligations and discharge the Guarantor's other obligations
in accordance with the terms of this Guaranty.  The Guarantor understands and
acknowledges that, by virtue of this Guaranty, the Guarantor has specifically
assumed any and all risks of a bankruptcy or reorganization case or proceeding
with respect to the Borrower.  As an example and not in any way of limitation, a
subsequent modification of the Guaranteed Obligations in any reorganization case
concerning the Borrower shall not affect the obligation of the Guarantor to pay
the Guaranteed Obligations in accordance with their terms as such have been
modified with the consent of the Bank prior to the commencement of any
bankruptcy case.  Termination of this Guaranty will not affect any rights or
obligations that have accrued on or prior to the date of such termination.

     16.  Acknowledgments.  Any acknowledgment or new promise, whether by
payment of principal or interest or otherwise and whether by the Borrower or
others (including the Guarantor), with respect to any of the Guaranteed
Obligations shall, if the statute of limitations in favor of the Guarantor
against the Bank shall have commenced to run, toll the running of such statute
of limitations, and if the period of such statute of limitations shall have
expired, prevent the operation of such statute of limitations to the extent such
operation may be so prevented under applicable law.

     17.  Governing Law.  THIS GUARANTY IS INTENDED TO TAKE EFFECT AS A SEALED
INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE COMMONWEALTH OF VIRGINIA (EXCLUDING THE CHOICE OF LAW RULES THEREOF). 
THE GRANTOR AND THE BANK AGREE THAT ANY PROCEEDING FOR THE ENFORCEMENT OF THIS
AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF VIRGINIA STATE OF
MARYLAND OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURT.  THE GRANTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING OR ANY SUCH COURT OR
THAT SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT COURT.

     18.  Counterparts.  This Guaranty may be executed in two or more
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all of
which shall together constitute one and the same instrument.

     19.  Severability.  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     20.  Headings; Interpretation.  Section headings used in this Guaranty are
for reference only and shall not affect the construction of this Guaranty.  Use
of any gender herein shall be deemed to include all genders.  The term "includ-
ing" is intended to be illustrative and not exclusive.

     21.  Entire Agreement; Time.  This Guaranty, the CRIIMI MAE Collateral
Assignment, the Credit Agreement and the other Loan Documents constitute the
entire understanding of the parties with respect to the subject matter hereof,
and any prior agreements, whether written or oral, or contemporaneous oral
agreements, with respect thereto are superseded thereby.  Time is strictly of
the essence of this Agreement.

     22.  WAIVER OF JURY TRIAL.  THE BANK AND THE GUARANTOR HEREBY (I) COVENANT
AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY,
AND (II) WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
RIGHT SHALL NOW OR HEREAFTER EXIST.  THIS WAIVER OF RIGHT TO A TRIAL BY JURY IS
SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY, BY THE GUARANTOR, AND IS A MATERIAL
INDUCEMENT TO THE BANK TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. 
EACH PARTY HERETO HEREBY AUTHORIZED AND REQUESTED BY THE OTHER TO SUBMIT THIS
GUARANTY TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE
PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF THE GUARANTOR'S HEREIN
CONTAINED WAIVER OF THE RIGHT TO TRIAL BY JURY.  FURTHER, EACH PARTY HEREBY
CERTIFIES TO THE OTHER PARTY THAT NO REPRESENTATIVE OR AGENT OF THE BANK
(INCLUDING THE BANK'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO THE
GUARANTOR THAT THE BANK WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL
BY JURY PROVISION.  IN ANY LITIGATION, THE GUARANTOR WAIVES PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, AND AGREES THAT SERVICE MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL DIRECTED TO THE GUARANTOR.  NOTHING HEREIN SHALL
AFFECT THE RIGHT OF ANY PARTY HERETO TO ACCOMPLISH SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.  THE GUARANTOR ACKNOWLEDGES THAT THE
GUARANTOR HAS HAD THE OPPORTUNITY TO OBTAIN THE ADVICE OF EXPERIENCED COUNSEL OF
THE GUARANTOR'S OWN CHOOSING IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF
THIS GUARANTY AND TO OBTAIN THE ADVICE OF SUCH COUNSEL WITH RESPECT TO ALL
MATTERS CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, THE PROVISION IN THIS
SECTION 22 FOR WAIVER OF TRIAL BY JURY.

23.  No Setoff.  The Guarantor waives the right to interpose any setoff,
recoupment, counterclaim or cross claim in connection with any action to enforce
collection of this Guaranty.  If the Guarantor claims any such rights, the
Guarantor shall assert them only in a separate action.  This provision shall not
apply to counterclaims that are compulsory under the applicable rules of civil
procedure.

     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
and delivered as of the date first above written.

                              CRIIMI MAE INC.

                              By:    /s/ Cynthia O. Azzara
                                    -------------------------------------
                              Title: Sr. Vice President & Chief Financial
                                       Officer<PAGE>