EXHIBIT 10(l)

                  PUTNAM FLEXIBLE 401K AND PROFIT SHARING PLAN

                               PLAN AGREEMENT #001


This is the Plan Agreement for a Putnam non-standardized prototype 401(k) plan
with optional profit sharing plan provisions. Please consult a tax or legal
advisor and review the entire form before you sign it. If you fail to fill out
this Putnam Plan Agreement properly, the Plan may be disqualified. By executing
this Plan Agreement, the Employer establishes a 401(k) and profit sharing plan
and trust upon the terms and conditions of Putnam Basic Plan Document #07, as
supplemented and modified by the provisions elected by the Employer in this Plan
Agreement. This Plan Agreement must be accepted by Putnam in order for the
Employer to receive future amendments to the Putnam Flexible 401(k) and Profit
Sharing Plan.

                                    *****

1.   Employer Information. The Employer adopting this Plan is:
     ---------------------

     A.  Employer Name:         CRIIMI MAE Management, Inc.
         -------------          ---------------------------

     B.  Employer Identification Number:             52-1917789
         -------------------------------             ----------

     C.  Employer Address:   11200 Rockville Pike
         ----------------    --------------------
                             Rockville, MD 20852
                             --------------------

                             -----

     D.  SIC Code:           8999
         ---------           ----

     E.  Employer Contact:   Name:   Betty Rogers
         -----------------           ------------

                             Title:  Assistant Controller  Phone #: 301-231-0275
                                     --------------------           ------------

     F.  Fiscal Year:        1/1 through 12/31
         ------------        ---         -----
                         (month/day)   (month/day)

     G.  Type of Entity (check one):
         ---------------------------

          X      Corporation        Partnership         Subchapter S Corporation

                 Sole Proprietorship                    Other
                                                              ---------
      H. Plan Name: CRIIMI MAE Management, Inc. Retirement Plan
         ------------------------------------------------------

      I. Plan Number:  001 (complete)
         ------------    -

<PAGE>

2.    Plan Information.
      ----------------

      A. Plan Year. Check one:
         ----------

         X           (1)  The Calendar Year

                     (2)  The Plan Year will be the same as the Fiscal Year of
                          the Employer shown in I.F. above.  If the Fiscal Year
                          of the Employer changes, the Plan Year will change
                          accordingly.

                     (3)  The Plan Year will be the period of 12 months
                          beginning on the first day of    (month) and ending on
                                                        ---
                          the last day of    (month).
                                          ---

                     (4)  A short Plan Year commencing on     (month/day/year)
                                                          ----
                          and ending on      (month/day/year) and immediately
                          thereafter the 12-consecutive month period commencing
                          on      (month/day).
                             ----
         The Plan Year will also be your Plan's Limitation Year for purposes of
         the contribution limitation rules in Article 6 of the Plan.

      B. Effective Date of Adoption of Plan.

         (1)      Are you adopting this Plan to replace an existing plan?

                  X               (a) Yes                         (b) No

         (2)      If you answered Yes in 2.B (1) above, the Effective Date of
                  your adoption of this Replacement Plan will be the first day
                  of the current Plan Year unless you elect a later date in
                  (2)(b) below. Please complete the following:

                                (a)  7/1/95
                                     ------
                  Original effective Date of the Plan you are Replacing

                                (b)  9/1/97
                                     ------
                  Effective Date of this Replacement Plan

         (3)      If you answered No in 2B(1) above, the Effective Date of your
                  adoption of this Plan will be the day you select below (not
                  before the first day of the current Plan Year, and not before
                  the day your Business began):

                                (a) The Effective Date is:
                                                           --------------
                                                           month/day/year

<PAGE>


      C. Identifying Highly Compensated Employees. Check either (1) or (2)


         X           (1)  The Plan will use the regular method under Plan
                          Section 2.58(a) for identifying Highly Compensated
                          Employees.

                          If you selected this option and your Plan Year is the
                          calendar year, do you wish to make the regular
                          method's "calendar year election" for identifying
                          your Highly Compensated Employees?

                          X          (a) Yes                         (b) No

                     (2)  The Plan will use the simplified method under
                          Plan Section 2.58(b) for identifying Highly
                          Compensated Employees.

3.     Eligibility for Plan Participation (Plan Section 3.1).  Employees will
       be eligible to participate in the Plan when they complete the
       requirements you select in A, B, C and D below.

      A. Classes of Eligible Employees.  The plan will cover all employees who
         have met the age and service requirements with the following
         exclusions:

                      (1)  No exclusions.  All job classifications will be
                           eligible.

         X            (2)  The Plan will exclude employees in a unit of
                           Employees covered by a collective bargaining
                           agreement with respect to which retirement benefits
                           were the subject of good faith bargaining, with the
                           exception of the following collective bargaining
                           units, which will be included:         .
                                                         ---------
         X            (3)  The Plan will exclude employees who are non-resident
                           aliens without U.S. source income.

         X            (4)  Employees of the following Affiliated Employers
                           (specify):
                           CRIIMI MAE, Inc.
                           CRIIMI, Inc.
                           CRI Liquidating REIT, Inc.
                           CRIIMI MAE Financial Corp.
                           CRIIMI MAE Financial III
                           CRIIMI MAE Financial II
                           CRIIMI MAE Services, Inc.

                      (5)  Leased Employees

                      (6)  Employees in the following other classes (specify):

<PAGE>

      B. Age Requirement (check and complete (1) or (2)):
         ---------------

                       (1)  No minimum age required for participation

         X             (2)  Employees must reach age 21 (not over 21) to
                            participate

      C. Service Requirements.
         --------------------

                       (1)  Elective Deferrals.  To become eligible, an employee
                            must complete (choose one):


                        X         (a)      No minimum service required.

                                  (b)      One 6-month Eligibility Period

                                  (c)      One-month Eligibility Period (must
                                           be less than 12)
                                  (d)      One 12-month Eligibility Period

                       (2)  Employer Matching Contributions.  To become
                            eligible, an employee must complete  (choose one):

                        X         (a)      No minimum service required

                                  (b)      One 6-month Eligibility Period

                                  (c)      One-month Eligibility Period (must
                                           be less than 12)

                                  (d)      One 12-month Eligibility Period

                                  (e)      Two 12-month Eligibility Periods
                                           (may only be chosen if you adopt the
                                           vesting schedule under item 9.A (3)
                                           (a) to provide 100% full and
                                           immediate vesting of Employer
                                           Matching Contributions).

                                  (f)      Not applicable.  The Employer will
                                           not make Employer Matching
                                           Contributions.

                       (3)  Profit Sharing Contributions. To become eligible,
                            an employee must complete (choose one):

                        X         (a)      No minimum service required.

                                  (b)      One 6-month Eligibility Period

                                  (c)      One-month Eligibility Period (must be
                                           less than 12)

                                  (d)      One 12-month Eligibility Period


<PAGE>

                                  (e)      Two 12-month Eligibility Periods (may
                                           only be chosen if you adopt the
                                           vesting schedule under item 9.A (3)
                                           (a) to provide for 100% full and
                                           immediate vesting of Profit Sharing
                                           Contributions.)

                                  (f)      Not applicable.  The Employer will
                                           not make Profit Sharing
                                           Contributions.

                       (4)  If the Employer acquired a business on or before the
                            Effective Date of this Plan and the Eligibility
                            Periods selected in (1), (2) and (3) for former
                            employees of that acquired business will include the
                            former employees' periods of employment with that
                            business, list the business below.  Any acquired
                            business which had a plan which the Employer now
                            maintains must be listed below.

                       (5)  If the Employer acquires a business after the
                            Effective Date, the Eligibility Periods for an
                            employee of the acquired business will be the
                            periods selected in (1), (2) and (3) beginning on
                            (check (a) or (b)):

                                  (a)      the date the employee began work with
                                           the acquired business.

                        X         (b)      the date of the acquisition (i.e.,
                                           the date the employee begins work for
                                           the Employer).

                       (6)  Hours of Service for Eligibility Periods.


                                  (a)      6-Month Eligibility Period. To
                                           receive credit for a 6-month
                                           Eligibility Period, an employee must
                                           complete 6 months of service, during
                                           which he completes at least:

                                  (i) 500 Hours of service

                                  (ii)        Hours of Service
                                       -------
                                          (under 500)


                                  (b)     12-Month Eligibility Period. To
                                          receive credit for a 12-month
                                          Eligibility Period, an employee must
                                          complete 6 months of service, during
                                          which he completes at least:

                                   X      (i) 1,000 Hours of Service

                                          (ii)        Hours of Service
                                               -------
                                                  (under 1,000)


                                  (c)     Other Eligibility Period. To receive
                                          credit for the Eligibility Period
                                          selected in 3.C (1)(c), 3.C (2)(c)
                                          and/or 3.C (3)(c) above, an employee
                                          must complete during it at least:

                                   X      (i)         1      Hours of Service
                                              --------------
                                                  (under 1000)

<PAGE>


                       (7)  Method of Crediting Hours of Service for Eligibility
                            and Vesting.  Hours of service will  be credited to
                            an employee by the following method (check one):

                        X         (a)     Actual hours for which an employee is
                                          paid

                                  (b)     Any employee who has one actual paid
                                          hour in the following period will be
                                          credited with the number of Hours of
                                          Service indicated (check one)

                                          (i)      Day (10 Hours of Service)
                                          (ii)     Week (45 Hours of Service)
                                          (iii)    Semi-monthly payroll period
                                                   (95 Hours of Service)
                                          (iv)     Month (190 Hours of Service)

                       (8)  Entry Dates. Each employee is an eligible class who
                            completes the age and service requirements specified
                            above will begin to participate in the Plan on
                            (check one):


                                  (a)     The first day of the month in which he
                                          fulfills the requirements.

                        X         (b)     The first of the following dates
                                          occurring after he fulfills the
                                          requirements (check one):

                                          (i)     The first day of the month
                                                  following the date he fulfills
                                                  the requirements (monthly).

                                          (ii)    The first day of the first,
                                                  fourth, seventh and tenth
                                                  months in a Plan Year
                                                  (quarterly).

                                   X      (iii)   The first day of the first
                                                  month and the seventh month in
                                                  Plan Year (semiannually).

                                  (c)     Other:        (May be no later than
                                                --------
                                          (i) the first day of the Plan Year
                                          after which he fulfills the
                                          requirements, and
                                          (ii) the date six months after the
                                          date on which he fulfills the
                                          requirements, which ever occurs
                                          first.)


      D. (For New Plans Only) Will all eligible Employees as of Effective Date
         be required to meet the age and service requirements for participation
         specified in B and C above?

                                  (a)     Yes

                                  (b)     No. Eligible Employees will be
                                          eligible to become Participants as of
                                          the Effective Date even if they have
                                          not satisfied (check one or both):
<PAGE>

                                          (i)     the age requirement

                                          (ii)    the service requirement

 4.    Contributions:
       -------------

      A. Effective Deferrals (Plan Section 5.2). Your Plan will allow
         employees to elect pre-tax contributions under Section 401(k) of the
         Code. You must complete this part A.

                       (1)   A Participant may make Elective Deferrals for each
                             year in an amount not to exceed (check one):

                        X         (a)   15% of his Earnings

                                  (b)       % of his Earnings not to exceed $
                                        ----                                 ---
                                  (specify a dollar amount)

                                  (c)   $    (specify a dollar amount)
                                         ----

                       (2)  Will a participant be required to make a minimum
                            Elective Deferral in order to make Elective
                            Deferrals under the Plan? (check one and complete as
                            applicable)

                        X         (a)  No.

                                  (b)  Yes. The minimum Elective Deferral will
                                       be     % of the Participant's Earnings.
                                          ----
                       (3)  A Participant may begin to make Elective Deferrals,
                            or change the amount of his Elective Deferrals, as
                            of the following dates (check one):

                                  (a)  First business day of each month
                                       (monthly).

                                  (b)  First business day of the first, fourth,
                                       seventh and tenth months of the Plan Year
                                       (quarterly).

                                  (c)  First business day of the first and
                                       seventh months of the Plan Year
                                       (semi-annually).

                        X         (d)  First business day of the Plan Year only
                                       (annually).

                        X         (e)  Other: An employee who first becomes a
                                       participant on July 1 shall be permitted
                                       to make elective deferrals on 7/1 of the
                                       year he or she becomes eligible to
                                       participate in the plan.

                       (4)   Will Participants be permitted to make separate
                             Elective Deferrals of bonuses, even if bonuses have
                             otherwise been excluded from Compensation for the
                             purpose of Elective Deferrals under 7.A (1)?

                        X         (a) Yes              (b)      No

      B. Employer Matching Contributions. (Plan Section 5.8) Complete this part
         B only if you will make Employer Matching Contributions under the Plan.

                       (1)   The Employer will contribute and will allocate to
                             each Qualified Participant's Employee Matching
                             Account an Employer Matching Contribution on the
                             basis set forth below:

<PAGE>

                         X        (a) Discretionary matching contributions.
                                      (The Employer may select this option in
                                      addition to option (b) if the Employer
                                      wishes to have the option to make
                                      discretionary matching contributions in
                                      addition to fixed matching contributions.)

                                  (b) Fixed matching contributions.

                                          (i)     Based on Elective Deferrals:

                                              (A)        % of Elective Deferrals
                                                  -------

                                              (B)        % of Elective Deferrals
                                                  -------
                                                  up to % of Earnings.

                                              (C)       % of Elective Deferrals
                                                  ------
                                                  up to     % of Earnings and
                                                        ----
                                                       % of Elective Deferrals
                                                  -----
                                                  over that percentage of
                                                  Earnings up to      % of
                                                                 -----
                                                  Earnings. (The third
                                                  percentage number must be
                                                  less than the first percentage
                                                  number.)

                                              (D)      % of Elective Deferrals
                                                  -----
                                                  up to $    of Elective
                                                         ---
                                                  Deferrals.

                                              (E)      % of Elective Deferrals
                                                  -----
                                                  up to $     of Elective
                                                         ----
                                                  Deferrals over that dollar
                                                  amount and up to $      of
                                                                    -----
                                                  Elective Deferrals. (the
                                                  last percentage must be less
                                                  than the first percentage).

                                          (ii)    based on after-tax Participant
                                                  Contributions:

                                              (A)       % of Participant
                                                  ------
                                                  Contributions

                                              (B)       % of Participant
                                                  ------
                                                  Contributions up to    % of
                                                                      ---
                                                  Earnings.

                                              (C)      % of Participant
                                                  -----
                                                  Contributions up to      % of
                                                                      -----
                                                  Earnings and    % of
                                                               ---
                                                  Participant Contributions over
                                                  that percentage of Earnings
                                                  and up to     % of Participant
                                                            ----
                                                  Contributions.  (The third
                                                  percentage must be less than
                                                  the first percentage).

                                              (D)      % of Participant
                                                  -----
                                                  Contributions up to $     of
                                                                       ----
                                                  Participant Contributions.

                                              (E)      % of Participant
                                                  -----
                                                  Contributions up to $     of
                                                                       ----
                                                  Participant Contributions and
                                                      % of Participant
                                                  ----
                                                  Contributions over that dollar
                                                  amount and up to $    of
                                                                    ---
                                                  Participant Contributions.
                                                  (The last percentage must be
                                                  less than the first
                                                  percentage).

<PAGE>

       (2)    Qualified Participant.  In order to receive an allocation of
              ---------------------
              Employer

              Matching Contributions for a Plan Year, an Employee must be a
              Qualified Participant for that purpose. Select below either
              (a) alone, or any combination of (b), (c) and (d).

                                  (a) To be a Qualified Participant eligible to
                                      receive Employer Matching Contributions
                                      for a Plan Year, an Employee must (check
                                      (i) or (ii)):

                                          (i)     Either be employed on the last
                                                  day of the Plan Year, complete
                                                  more than 500 Hours of Service
                                                  in the Plan Year, or retire,
                                                  die or become disabled in the
                                                  Plan Year.

                                          (ii)    Either be employed on the last
                                                  day of the Plan Year or
                                                  complete more than 500 Hours
                                                  of Service in the Plan Year.

                                          Stop here if you checked (a). If you
                                          did not check (a), check (b), (c) or
                                          (d), or any combination of (b), (c)
                                          and (d).

                                          To be a Qualified Participant eligible
                                          to receive Employer Matching
                                          Contributions for a Plan Year, an
                                          Employee must:

                            X     (b)     Be credited with 1 (choose 1, 501, or
                                          1,000) Hours of Service in the Plan
                                          Year.

                            X     (c)     Be an Employee on the last day of the
                                          Plan Year.

       X     (d)     Retire, die or become disabled during the Plan Year.


       (3)    Will the Employer have the option of making all or any portion of
              its  Employer Matching Contributions in Employer Stock?
              X     (a)     Yes                              (b)         No

       C.     Profit Sharing Contributions. (Plan Sections 4.1 and 4.2)
              ----------------------------

                        (1)  Profit Limitation.   Will Profit Sharing
                             Contributions to the Plan be limited to the current
                             and accumulated profits of your Business? Check
                             one:

                        (a)  Yes               X        (b)          No

                        (2)  Amount.  The Employer will contribute to the Plan
                             for each Plan Year (check one):

                             X     (a)     An amount chosen by the Employer from
                                           year to year

                                   (b)         % of the Earnings of all
                                           ----
                                           Qualified Participants for the Plan
                                           Year

                                   (c)     $      for each Qualified
                                            -----
                                           Participant per      (enter time
                                                           ----
                                           period, e.g. payroll period, plan
                                           year)

<PAGE>

                        (3)  Allocations to Participants

                                   (a)     Allocations to Participants. Profit
                                           Sharing Contributions will be
                                           allocated:


                                          (i)     Pro rata (percentage based on
                                                  compensation)

                                          (ii)    Uniform Dollar amount

                                    X     (iii)   Integrated With Social
                                                  Security (complete (b) and (c)
                                                  below)

                                   (b)    Integration with Social Security.
                                          (Complete only if you have elected in
                                          4.C (3)(a) to integrate your Plan with
                                          Social Security.) Profit Sharing
                                          Contributions will be allocated to
                                          Qualified Participants as you check
                                          below:

                                          (i)     Profit Sharing Contributions
                                                  will be allocated according to
                                                  the Top-Heavy Integration
                                                  Formula in Plan Section
                                                  4.2(c)(1) in every Plan Year,
                                                  whether or not the Plan is
                                                  top-heavy.

                                    X     (ii)    Profit Sharing Contributions
                                                  will be allocated according to
                                                  the Top-Heavy Integration
                                                  Formula in Plan Section
                                                  4.2(c)(1) only in Plan Years
                                                  in which the Plan is
                                                  top-heavy.  In all other Plan
                                                  Years, contributions will be
                                                  allocated according to the
                                                  Non-Top-Heavy Integration
                                                  Formula in Plan Section
                                                  4.2(c)(2).

                                   (c)     Integration Level. (Complete only if
                                           you have elected in 4.C (3)(a) to
                                           integrate your Plan with Social
                                           Security.) The Integration Level will
                                           be (check one) :

                                    X     (i)     The Social Security Wage Base
                                                  in effect at the beginning of
                                                  the Plan Year.

                                          (ii)         % (not more than 100%) of
                                                  -----
                                                  the Social Security Wage Base
                                                  in effect at the beginning of
                                                  the Plan Year.

                                          (iii)   $     (not more than the
                                                   -----
                                                  Social Security Wage Base).

                                                  Note: The Social Security Wage
                                                  Base is indexed annually to
                                                  reflect increases in the cost
                                                  of living.

                        (4)  Qualified Participants. In order to receive an
                             allocation of Profit Sharing Contributions for a
                             Plan Year, an Employee must be a Qualified
                             Participant for this purpose. Select below either
                             (a) alone, or any combination of (b), (c) and (d).

<PAGE>

                                   (a)     To be a Qualified Participant
                                           eligible to receive an allocation of
                                           Profit Sharing Contributions for a
                                           Plan Year, an Employee must (check
                                           (i) or (ii)):

                                           (i)    Either be employed on the
                                                  last day of the Plan Year,
                                                  complete more than 500 Hours
                                                  of Service in the Plan Year,
                                                  or retire, die or become
                                                  disabled in the Plan Year.

                                          (ii)    Either be employed on the last
                                                  day of the Plan Year or
                                                  complete more than 500 Hours
                                                  of Service in the Plan Year.

                           Stop here if you checked (a). If you did not check
                           (a), check (b), (c) or (d), or any combination of
                           (b), (c) and (d).

                           To be Qualified Participant eligible to receive an
                           allocation of Profit Sharing Contributions for a Plan
                           Year, an Employee must:

                           X     (b)     Be credited with 1 (choose 1, 501 or
                                         1,000) Hours of Service in the Plan
                                         Year.

                           X     (c)     Be an Employee on the last day of the
                                         Plan Year.

                           X     (d)     Retire, die or become disabled during
                                         the Plan Year.

      D. Participant contributions (Plan Section 4.6). Will your Plan allow
         Participants to make after-tax contributions?

                          (1)    Yes              X        (2)     No

      E. Qualified Matching Contributions (Plan Section 2.61). Skip this part E
         if you will not make Qualified Matching Contributions.

                          (1)  Qualified Matching Contributions will be made
                               with respect to (check one):

                           X     (a)    Elective Deferrals made by all Qualified
                                        Participants (as defined in 4.2B(2))

                                 (b)    Elective Deferrals made only by
                                        Qualified Participants (as defined in
                                        4.B (2)) who are not highly Compensated
                                        Participants.

                          (2)  The Amount of Qualified Matching Contributions
                               made with respect to a Participant will be:

                           X     (a)    Discretionary

                                 (b)    Fixed (check and complete (i), (ii) or
                                        (iii))

                                          (i)          % of Elective Deferrals
                                                  -----

                                          (ii)         % of Elective Deferrals
                                                  -----
                                                  that do not exceed      % of
                                                                     -----
                                                  Earnings

                                          (iii)        % of Elective Deferrals
                                                  -----
                                                  that do not exceed $     .
                                                                      -----

<PAGE>

      F. Qualified Non-elective Contributions (Plan Section 2.62): Skip this
         part F if you will not make Qualified Non-elective Contributions.

                          (1)  Qualified Non-elective Contributions will be
                               made on behalf of (check either (a) or (b) and
                               either (c) or (d)):

                           X   (a)     All Participants

                               (b)     Only Participants who are not Highly
                                       Compensated Employees who also, for the
                                       Plan Year for which the Qualified
                                       Non-elective Contributions are made:

                          X    (c)     Are Qualified Participants (as defined in
                                       4.C(4))

                               (d)     Made Elective Deferrals

                          (2)  The Amount of Qualified Non-elective
                               Contributions for a Plan Year will be (check
                               one):

                               (a)         % (not over 15%) of the Earnings of
                                       ----
                                       Participants on whose behalf Qualified
                                       Non-elective Contributions are made

                          X    (b)     An amount determined by the Employer from
                                       year to year, to be shared in proportion
                                       to their Earnings by Participants on
                                       whose behalf Qualified Non-elective
                                       Contributions are made

      G. Forfeitures

                               (1)     Employer Matching Contributions.
                                       Forfeitures or Employer Matching
                                       Contributions will be used as follows
                                       (check and complete (a) or (b)):

                          X    (a)     Applied to reduce the following
                                       contributions required of the Employer
                                       (check (i) and /or (ii)):

                                X      (i)    Employer Matching Contributions

                                       (ii)   Profit Sharing Contributions

                               (b)     Reallocated as follows (check (i) or
                                       (ii)):

                                       (i)    As additional Employer Matching
                                              Contributions

                                       (ii)   As additional Profit Sharing
                                              Contributions

                               (2)     Profit Sharing Contributions. Forfeitures
                                       of Profit Sharing Contributions will be
                                       used as follows (check (a) or (b)):

                               (a)     Applied to reduce the following
                                       Contributions required of the Employer
                                       (check (i) and/or (ii)):

                                       (i)    Profit Sharing Contributions

                                       (ii)   Employer Matching Contributions

<PAGE>

                  X     (b)      Reallocated as additional Profit Sharing
                                 Contributions

5.     Top-Heavy Minimum Contributions (Plan Section 14.3). Skip paragraphs A
       and B if you do not maintain any other qualified plan in addition to this
       Plan.

      A. For any Plan Year in which the Plan is Top-Heavy, the Top-Heavy
         minimum contribution (or benefit) for Non-Key employees participating
         both in this Plan and another qualified plan maintained by the Employer
         will be provided in (check one):

         (1)     This Plan                 (2)         The other qualified plan

      B. If you maintain in a defined benefit plan in addition to this Plan, and
         the Top-Heavy Ratio (as defined in Plan Section 14.2(c)) for the
         combined plans is between 60% and 90%, you may elect to provide an
         increased minimum allocation or benefit pursuant to Plan Section 14.4.
         Specify your election by completing the statement below:

         The Employer will provide an increased (specify contribution or
         benefit)       in its (specify defined contribution or defined benefit)
                  -----
              plan as permitted under Plan Section 14.4.
         -----

6.     Other Plans. You must complete this section if you maintain or ever
       maintained another qualified plan in which any Participant is (or was) a
       participant or could become a participant. The Plan and your other
       plan(s) combined will meet the contribution limitation rules in Article 6
       of the Plan as you specify below:

      A. If a Participant in the Plan is covered under another qualified defined
         contributions plan maintained by your Business, other than a master or
         prototype plan (check one):

        (1)     The provisions of Section 6.2 of the Plan will apply as if the
                other plan were a master or prototype plan.

        (2)     The plans will limit total annual additions to the maximum
                permissible amount, and will properly reduce any excess amounts,
                in the manner you describe below.

      B. If a Participant in the Plan is or has ever been a participant in a
         defined plan maintained by your Business, the plans will meet the
         limits of Article 6 in the manner you describe below:


         If your Business has ever maintained a defined benefit plan, state
         below the interest rate and mortality table to be used in establishing
         the present value of any benefit under the defined benefit plan for
         purposes of computing the top-heavy ratio:

                           Interest rate:            %
                                                -----

                           Mortality Table:

7.     Compensation (Plan Section 2.8).

      A. Amount.

         (1)     Elective Deferrals and Employer Matching Contributions.
                 Compensation for the purposes of determining the amount and
                 allocation of Elective Deferrals and Employer Matching
                 Contributions will be determined as follows (choose either
                 (a) or (b), and (c) and /or (d) as applicable).



<PAGE>
                  X     (a)    Compensation will include Form W-2 earnings as
                               defined in Section 2.8 of the Plan.

                        (b)    Compensation will include all compensation
                               included in the definition of Code Section 415
                               Compensation in Plan Section 6.5(b) of the Plan.

                   X    (c)    In addition to the amount provided in either
                               (a) or (b) above, Compensation will also include
                               any amounts withheld from the employee under
                               a 401(k) plan, cafeteria plan, SARSEP, tax
                               sheltered 403(b) arrangement, or Code Section 457
                               deferred compensation plan, and contributions
                               described in Code Section 414(h)(2) that are
                               picked up by a governmental employer.

                        (d)    Compensation will also exclude the following
                               amount (choose each that applies):

                               (i)     overtime pay.

                               (ii)    bonuses.

                               (iii)   commissions.

                               (iv)    other pay  (describe):

                               (v)     compensation in excess of $

         (2)     Profit Sharing Contributions. Compensation for the purposes of
                 determining the amount and allocation of Profit Sharing
                 Contributions shall be determined as follows (choose either
                 (a) or (b), and (c) and /or (d), as applicable).

                  X     (a)    Compensation will include Form W-2 earnings as
                               defined in Section 2.8 of the Plan.

                        (b)    Compensation will include all compensation
                               included in the definition of Code Section 415
                               Compensation in Section 6.5(b) of the Plan.

                  X     (c)    In addition to the amount provided in either
                               (a) or (b) above, compensation will also include
                               any amounts withheld from the employee under
                               a 401(k) plan, cafeteria plan, SARSEP, tax
                               sheltered 403(b) arrangement, or Code Section
                               457 deferred compensation plan, and
                               contributions described in Code Section
                               414(h)(2) that are picked up by a government
                               employer.

                        (d)    Compensation will also exclude the following
                               amounts (choose each that applies):

                               (i)      overtime pay

                               (ii)     bonuses

                               (iii)    commissions

                               (iv)     other pay describe:

                               (v)      compensation in excess of $

<PAGE>

                           Note: No exclusion under (d) may be selected if
                           Profit Sharing Contributions will be integrated with
                           Social Security under 4.C (3)(a)(iii). In addition,
                           no exclusion under (d) will apply for purposes of
                           determining the top-heavy minimum contribution if the
                           Plan is top-heavy.

      B. Measuring Period. Compensation will be based on the Plan Year. However,
         for an Employee's initial year of participation in the Plan,
         Compensation will be recognized as of:

         X       (1)     the first day of the Plan Year.

                 (2)     the date the Participant enters the Plan.


8.       Distributions and Withdrawals.

      A. Retirement Distributions.

                 (1)     Normal Retirement Age (plan Section 7.1). Normal
                         retirement age will be the later of 65 (not over 65) or
                              (not more than 5) years of participation in the
                         -----
                         Plan.

                 (2)     Early Retirement (Plan Section 7.1). Select one:

                         X    (a)     No early retirement will be permitted.

                              (b)     Early retirement will be permitted at
                                      age      .
                                          -----

                              (c)     Early retirement will be permitted at
                                      age       with at least Years of Service.
                                          -----

                 (3)     Annuities (Plan Section 9.3). Will your Plan permit
                         distribution in the form of a life annuity? You must
                         check Yes if this Plan replaces or serves as a
                         transferee plan for an existing Plan that permits
                         distribution in a life annuity form.

                         X    (a)     Yes                    (b)           No

       B. Hardship Distributions (Plan Section 12.2).  Will your Plan permit
          hardship distributions?

                 (1)     No

          X      (2)     Yes. Indicate below from which Accounts hardship
                         withdrawals will be permitted (check all that apply):

                         X    (a)     Elective Deferral Account

                         X    (b)     Roll over Account

                              (c)     Employer Matching Account

                              (d)     Employer Contribution Account (i.e.
                                      Profit Sharing Contributions)

       C. Withdrawals after Age 59 1/2(Plan Section 12.3). Will your Plan permit
          employees over age 59 1/2to withdraw amounts upon request? You must
          check Yes if this Plan replaces an existing Plan that permits
          withdrawals after age 59 1/2.

          X       (1)    Yes                          (2)           No


<PAGE>

       D. Withdrawals following Five Years of Participation or Two Years after
          Contribution (Plan Section 12.4). Will your Plan permit employees to
          withdraw amounts from the vested portion of their Employer Matching
          Contribution Accounts and Employer Contribution Accounts (i.e., Profit
          Sharing Contributions) if either (i) the Participant has been a
          Participant for at least five years, or (ii) the amount withdrawn from
          each of these Accounts is limited to the amounts that were credited to
          that Account prior to the date two years before the withdrawal? You
          must check yes if this Plan replaces a Plan, which permits withdrawals
          in these circumstances.

                  (1)     Yes              X           (2)           No

       E. Loans (Plan Section 12.5). Will your Plan permit loans to employees
          from the vested portion of their Accounts?


                  (1)     No

          X       (2)     Yes. Indicate below whether loans will be permitted
                          for any reason or only on account of hardship:

                           X     (a)     Any reason.

                                 (b)     Hardship only.

       F. Automatic Distribution of Small Accounts (Plan Section 9.1). Will your
          Plan automatically distribute vested account balances not exceeding
          $3,500, within 60 days after the end of the Plan Year in which a
          Participant separates from employment?

          X       (1)     Yes                          (2)         No

9.       Vesting  (Plan Article 8).
         -------------------------

       A. Time of Vesting (select (1) or (2) below and complete vesting
          schedule).

          X       (1)     Single Vesting Schedule:

                          The vesting schedule selected below will apply to
                          both Employer Matching Contributions and Profit
                          Sharing Contributions.

                  (2)     Dual Vesting Schedules:

                          The vesting schedule marked with an "MC" below will
                          apply to Employer Matching Contributions and the
                          vesting schedule marked with a "PS" below will apply
                          to Profit Sharing Contributions.

                  (2)     Vesting Schedules:

                         (a)     100% vesting immediately upon participation in
                                 the Plan.

                         (b)     Five-Year Graded Schedule:

                                 Vested Percentage  20%   40%   60%  80%   100%

                                 Years of Service    1     2     3    4     5

<PAGE>

                         (c)     Seven-Year Graded Schedule:

                                 Vested Percentage  20%   40%   60%  80%   100%

                                 Years of Service    3     4     5    6     7


                   X     (d)     Six-Year Graded Schedule:


                                 Vested Percentage  20%   40%   60%  80%   100%

                                 Years of Service    2     3     4    5     6

                         (e)     Three-Year Cliff Schedule:

                                 Vested Percentage      0%       100%

                                 Years of Service       0-2         3

                         (f)     Five-Year  Cliff Schedule:

                                 Vested Percentage       0%      100%

                                 Years of Service        0-4        5

                         (g)     Other Schedule (must be at least as favorable
                                 as Seven-Year Graded Schedule or Five-Year
                                 Cliff Schedule):

                                 (i)     Vested Percentage   %  %  %   %  %
                                                           -- -- --  -- --

                                 (ii)    Years of Service
                                                           -- -- --  -- --
                  (4)    Top Heavy Schedule:

                         (a)     If you selected above an "Other Schedule,"
                                 specify in the  space below the schedule that
                                 will apply in Plan Years that the Plan is
                                 top-heavy. The schedule you specify must be at
                                 least as favorable to employees, at all years
                                 of service, as either the Six-Year Schedule or
                                 the Three-Year Cliff Schedule. The
                                 top- heavy vesting schedule will be:

                                 (i)     The same "Other Schedule" selected
                                         above

                                 (ii)    The following schedule:

                                         Vested Percentage   %  %  %   %  %
                                                           -- -- --  -- --

                                         Years of Service
                                                           -- -- --  -- --

                                 (iii)   Six-Year Graded Schedule

                                 (iv)    Three-Year Cliff Schedule

                         (b)     If the Plan becomes top-heavy in a Plan Year,
                                 will the top-heavy vesting schedule apply for
                                 all subsequent Plan Years?

                                 (i)      Yes                (ii)      No

<PAGE>

       B. Service for Vesting (select (1) or (2) and complete (3)).

          X    (1)     All of an employee's service will be used to determine
                       his Years or Service for purposes of vesting.

               (2)     An employee's Years of Service for vesting will include
                       all years except (check all that apply):

                       (a)     (New plan) service before the effective date of
                               the plan

                       (b)     (Existing plan) service before the effective date
                               of the existing plan

                       (c)     Service before the Plan Year in which an employee
                               reached age 18.

                (3)    Will an employee's service for a business acquired by the
                       Employer that was performed before the acquisition be
                       included in determining an employee's Years of Service
                       for vesting?

                       (a)      Yes              X           (b)           No

                       List below any business acquired on or before the
                       Effective Date for which an employee's service will be
                       included in determining an employee's Years of
                       Service for vesting. Service of an employee for a
                       predecessor employer (which includes an acquired
                       business) whose plan the Employer maintains must be
                       included as service for the Employer under this Plan.
                       Therefore, also list below any predecessor employer whose
                       plan the Employer maintains:

       C. Hours of Service for Vesting. The number of Hours of Service required
          for crediting a Year of Service for vesting will be (check one):

          X    (1)     1,000 Hours of Service

               (2)          Hours of Service
                       -----
                                (under 1,000)

          Hours of Service for vesting will be credited according to the
          method selected under 3.C (6).

       D. Year of Service Measuring Period for Vesting (Plan Section 2.52). The
          periods of 12 months used for measuring Years of Service will be
          (check one):

          X    (1)    Plan Years

               (2)    12-Month Eligibility Periods

          Note: If you are adopting this Plan to replace an existing plan,
          employees will be credited under this Plan with all service credited
          to them under the plan you are replacing.

10.      Investments (Plan Sections 13.2 and 13.3).
         ----------------------------------------

       A. Available Investment Products (Plan Section 13.2). The investment
          options available under the Plan are identified in the Service
          Agreement or such other written instructions between the Employer and
          Putnam, as the case may be. All investment Products must be sponsored,
          underwritten, managed or expressly agreed to in writing by Putnam. If
          there is any amount in the Trust Fund for which no instructions or
          unclear instructions are delivered, it will be invested in the default
          option selected by the Employer in its Service Agreement with Putnam,
          or such other written instructions as the case may be, until
          instructions are received in good order,

<PAGE>

          and the Employer will be deemed to have selected the option indicated
          in its Service Agreement, or such other written instructions as the
          case may be, as an available Investment Product for that  purpose.

       B. Instructions (Plan Section 13.3). Investment instructions for amounts
          held under the Plan generally will be given by each Participant for
          his own Accounts and delivered to Putnam as indicated in the Service
          Agreement between Putnam and the Employer.  Check below only if the
          Employer will make investment decisions under the Plan with respect
          to the following contributions made to the Plan.  (Check all
          applicable options)
               (1)     The Employer will make all investment decisions with
                       respect to all employee contributions, including Elective
                       Deferral, Participant Contributions, Deductible Employee
                       Contributions and Rollover Contributions.

               (2)     The Employer will make all investment decisions with
                       respect to all Employer contributions, including Profit
                       Sharing Contributions, Employer Matching Contributions,
                       Qualified Matching Contributions and Qualified
                       Non-elective Contributions.

               (3)     The Employer will make investment decisions with respect
                       to Employer Matching Contributions and Qualified Matching
                       Contributions.

               (4)     The Employer will make investment decisions with respect
                       to Qualified Non-elective Contributions.

               (5)     The Employer will make investment decisions with respect
                       to Profit Sharing Contributions.

               (6)     Other (Describe.  An Employer may elect to make
                       investment decisions with respect to a specified portion
                       of a specific type of contribution to the Plan.):


       C. Changes. Investment instructions may be changed (check one):

          X    (1)     On any Valuation Date (daily)

               (2)     On the first day of the month (monthly)

               (3)     On the first day of the first, fourth, seventh and tenth
                       months in a Plan Year (quarterly)

       D. Employer Stock. (Skip this paragraph if you did not designate Employer
          Stock as an investment under the Service Agreement.)

               (1)     Voting. Employer Stock will be voted as follows:

                       X    (a)     In accordance with the Employer's
                                    instructions.

                            (b)     In accordance with the Participant's
                                    instructions. Participants are hereby
                                    appointed named fiduciaries for the purpose
                                    of the voting of Employer Stock in
                                    accordance with Plan Section 13.8.

<PAGE>

               (2)     Tendering. Employer Stock will be tendered as follows:

                       X    (a)     In accordance with the Employer's
                                    instructions.

                            (b)     In accordance with the Participant's
                                    instructions. Participants are hereby
                                    appointed named fiduciaries for the purpose
                                    of the tendering of Employer Stock in
                                    accordance with Plan Section 13.8.

11.      Administration.

       A. Plan Administrator (Plan Section 15.1).  You may appoint a person or
          a committee to serve as Plan Administrator.  If you do not appoint a
          Plan Administrator, the Plan provides that the Employer will be the
          Plan Administrator.

          The initial Plan Administrator will be (check one):

                  This person:

                  A committee composed of these people:





       B. Recordkeeper (Plan Section 15.4). Under Putnam expressly permits
          otherwise, you must appoint Putnam as Recordkeeper to perform certain
          routine services determined upon execution of a written Service
          Agreement between Putnam and the Employer.
          The initial Record keeper will be:

          Putnam Fiduciary Trust Company
          (Name)
          Putnam Retail 401(k) B-2-B
          859 Willard St.
          Quincy, MA 02269-9110
          (Address)

12.    Determination Letter Required. You may rely on an opinion letter issued
       to Putnam by the National Office of the Internal Revenue Service as
       evidence that the Plan is qualified under Section 401 of the Internal
       Revenue Code. In order to obtain reliance with respect to qualification
       of the Plan, you must receive a determination letter from the appropriate
       Key District Office of Internal Revenue. Putnam will prepare an
       application for such a letter upon your request at a fee agreed upon by
       the parties.

       Putnam will inform you of all amendments it makes to the prototype plan.
       If Putnam ever discontinues or abandons the prototype plan, Putnam will
       inform you. This Plan Agreement #001 may be used only in conjunction with
       Putnam's Basic Plan Document #07.

                                     *****
       If you have any questions regarding this Plan Agreement, contact
       Putnam at:

                          Putnam Defined Contribution Plans
                                One Putnam Place B2B
                                 859 Willard Street
                                  Quincy, MA 02269
                              Phone: 1-800-752-5766

<PAGE>

       District Office of Internal Revenue. Putnam will prepare an application
       for such a letter upon your request at a fee agreed upon by the
       parties.

       Putnam will inform you of all amendments it makes to the prototype
       plan. If Putnam ever discontinues or abandons the prototype plan,
       Putnam will inform you. This Plan Agreement #001 may be used only in
       conjunction with Putnam's Basic Plan Document #07.

                                   * * * * *

       If you have any questions regarding the Plan Agreement, contact Putnam
at:

                        Putnam Defined Contribution Plans
                             One Putnam Place B2B
                              859 Willard Street
                               Quincy, MA 02269
                             Phone: 1-800-752-5766
                                    * * * * *


                         EMPLOYER'S ADOPTION OF PUTNAM
                     FLEXIBLE 401(K) AND PROFIT SHARING PLAN

The Employer named below hereby adopts a PUTNAM FLEXIBLE 401(k) AND PROFIT
SHARING PLAN, and appoints Putnam Fiduciary Trust Company to serve as trustee of
the Plan. The Employer acknowledges that it has received copies of the current
prospectus for each Investment Product available under the Plan, and represents
that it will deliver copies of the then current prospectus for each such
Investment Product to each Participant before each occasion on which the
Participant makes an investment instruction as to his Account. The Employer
further acknowledges that the Plan will be acknowledged by Putnam as a Putnam
Flexible 401(k) and Profit Sharing Plan only upon Putnam's acceptance of this
Plan Agreement.


Investment Options

The Employer hereby elects the following as the investment options available
under the Plan:


Putnam Money Market Fund                 Putnam International Growth and Income
                                         Fund

Putnam Income Fund                       Putnam Global Growth Fund

The Putnam Fund For Growth and Income    Putnam Investors Fund

Putnam New Opportunities Fund            CRIIMI MAE Inc. Common Stock


The following investment option shall be the default option: Putnam Money Market
Fund (select the default option from among the investment options listed above).


<PAGE>


CRIIMI MAE Management, Inc.

Employer signature(s) to adopt Plan:                   Date of signature:



/s/ Cynthia O. Azzara                                  July 7, 1997
---------------------------                            ------------------


Please print name(s) of authorized person(s) signing above:

Cynthia O. Azzara
SVP/Chief Financial Officer





CRIIMI MAE, Inc.

Employer signature(s) to adopt Plan:


/s/ Cynthia O. Azzara                                  July 7, 1997
---------------------------                            -----------------



Please print name (s) of authorized person(s) signing above:

Cynthia O. Azzara
SVP/Chief Financial Officer


<PAGE>


CRIIMI MAE Services, L.P.

Employer signature(s) to adopt Plan:


/s/ Cynthia O. Azzara                                  July 7, 1997
---------------------------                            -----------------




Please print name(s) of authorized person(s) signing above:


Cynthia O. Azzara
SVP/Chief Financial Officer


A new Plan must be signed by the last day of the Plan Year in which the Plan is
to be effective.


<PAGE>


                                   * * * * *

            ACCEPTANCE OF PUTNAM FIDUCIARY TRUST COMPANY AS TRUSTEE



The Trustee accepts appointment in accordance with the terms and conditions of
the Plan, effective as of the date of execution by the Employer set forth above.

Putnam Fiduciary Trust Company, Trustee



By:   /s/ John J. Phelan
      -----------------------


<PAGE>


                                  * * * * *

                              ACCEPTANCE BY PUTNAM

Putnam hereby accepts this Employer's Plan as a prototype established under
Putnam Basic Plan Document #07.

Putnam Mutual Funds Corp.



By:    /s/ Dierdre E. Duffy
       ----------------------