<PAGE>

                                                                   Exhibit 99(h)

                                                                         ENTERED
                                                                 JANUARY 26 1999
                                                                  CLERK'S OFFICE
                                                           U.S. BANKRUPTCY COURT
                                                            DISTRICT OF MARYLAND
                                                                       GREENBELT
                                                            [STAMP OF THE COURT]


                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF MARYLAND
                              (Greenbelt Division)

CRIIMI MAE INC., et al.,             *                98-2-3115-DK
                                                      (Chapter 11)
                  Debtors.           *                (Jointly Administered)

*  *  *  *  *  *  *  *  *  *  *  *  * 

CRIIMI MAE INC.,                     *

                  Plaintiff,         *

v.                                   *

MORGAN STANLEY & CO.                 *
INTERNATIONAL LIMITED,                      Adversary Proceeding
                                     *      No. 98-1565-DK
                  Defendant.
                                     *

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 
                          STIPULATION AND CONSENT ORDER
                         REGARDING ADVERSARY PROCEEDING

                  Upon the consent of CRIIMI MAE Inc.  (the  "Debtor" or "CMI"),
Morgan Stanley & Co. International Limited ("MSIL"),  and the Official Committee
of Unsecured Creditors of CMI (the "Unsecured  Committee") to the limited relief
set forth in this  Stipulation  and Order and upon the  stipulation by MSIL, the
Debtor and the Unsecured Committee, the Court finds that:

                  A. Proper notice hereof has been given to the United 
States Trustee, to the Official Committee of Equity Security Holders of CMI 
(the "Equity Committee") and to the other necessary parties pursuant to Fed. 
R. Bankr. P. 2002.

<PAGE>

                  B. As of the date the  Debtor  filed its  petition  for relief
herein, October 5, 1998, the Debtor and MSIL were parties to a Master Repurchase
Agreement dated May 8, 1998 (the "Repurchase Agreement").

                  C. On October 20, 1998,  CMI filed this  Adversary  Proceeding
against MSIL (the  "Adversary  Proceeding").  The  complaint  in this  Adversary
Proceeding alleges, INTER ALIA, that MSIL violated the automatic stay and seeks,
INTER ALIA, turnover of the following  mortgage-backed  securities (collectively
the "Securities") which CMI contends are property of its bankruptcy estate:

                      (i)    CRIIMI  MAE  Commercial   Mortgage  Trust,   Series
                             1998-C1,  Class B and C Certificates  (collectively
                             or any portion thereof, the "BBB Bonds"); and

                      (ii)   Morgan  Stanley  Capital I Inc.,  Series  1998-WF2,
                             Class  F,  G,  H,  J,  K,  L  and  M   Certificates
                             (collectively  or any portion  thereof,  the "Wells
                             Fargo Bonds").

                  D. MSIL denies the  substantive  allegations of the complaint,
and contends  that it is the rightful  owner of the  Securities  pursuant to the
Repurchase  Agreement  and  that  it is  entitled  to all  distributions  on the
Securities.
                  E. CMI and MSIL  agree  that the  intent  and  purpose of this
Stipulation and Order is to resolve a portion of the Adversary Proceeding and to
sell the BBB Bonds  pursuant to and in accordance  with the terms and conditions
of this Stipulation and Order.

                  NOW, THEREFORE, it is hereby ORDERED that:

                  1.  EFFECTIVE DATE.  The terms of this Stipulation and 
Order shall be effective as of December 22, 1998 (the "Effective Date").
                  
                  2.  STANDSTILL.  MSIL  shall not  sell,  pledge,  encumber  or
otherwise transfer,  directly or indirectly, any of the BBB Bonds until February
6, 1999 (the 

                                      -2-
<PAGE>

"BBB Standstill Period") and shall not sell, pledge, encumber or otherwise
transfer, directly or indirectly, any of the Wells Fargo Bonds until March 31,
1999 (the "Wells Fargo Standstill Period"). The BBB Standstill Period and Wells
Fargo Standstill Period may be extended by mutual written consent of CMI and
MSIL. Also upon mutual written consent, any or all of the BBB Bonds may be sold
by MSIL during the BBB Standstill Period, subject to the sales terms set forth
below. 


                  3. SALE PROCESS. Unless MSIL and CMI mutually agree to an
earlier sale, MSIL will have the right from the end of the BBB Standstill Period
until March 31, 1999 (the "Sale Period") to sell any or all of the BBB Bonds
pursuant to and in accordance with the terms and conditions of this Stipulation
and Order (the "Sale Process"). The Sale Period may be extended by mutual
written consent of CMI and MSIL.

                  4. CMI  COOPERATION IN THE SALE PROCESS.  CMI shall  cooperate
with MSIL throughout the Sale Process and use its best efforts to facilitate the
sale of the BBB Bonds.

                  5. CMI  INVOLVEMENT  IN SALE PROCESS.  MSIL shall consult with
CMI and  the  financial  advisors  to the  Unsecured  Committee  and the  Equity
Committee  throughout the Sale Process,  consistent with the new issue marketing
practices  of  Morgan  Stanley  & Co.  Incorporated,  acting  as agent  for MSIL
("Morgan  Stanley").  The financial advisors to the Unsecured  Committee and the
Equity  Committee  will not  interfere  with the Sale  Process  and will use the
information  received  from MSIL only for the  purpose of this  Stipulation  and
Order.
                  6. RESERVE PRICE.  During the Sale Period, MSIL shall have the
right to sell any or all of the BBB Bonds at such prices as MSIL may  reasonably

                                      -3-
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deem  satisfactory  as long as such prices meet or exceed the Reserve  Price for
the BBB Bonds  provided on the Reserve Price  Schedule set forth in Exhibit A to
this Stipulation and Order. MSIL will conduct the Sale Process in a commercially
reasonable manner.
                  7. SECONDARY RESERVE PRICE. With CMI's written consent, during
the Sale  Period,  MSIL shall have the right to sell any or all of the BBB Bonds
at a price  which is below the  Reserve  Price but which  meets or  exceeds  the
Secondary Reserve Price for the BBB Bonds provided on the Reserve Price Schedule
set forth in Exhibit A to this Stipulation and Order.

                  8. EFFECT OF FAILURE TO MEET RESERVE PRICE.  The effect of the
failure to meet the Reserve Price (without the consent of CMI) by the end of the
Sale Period for any or all of the BBB Bonds will be the automatic termination of
the BBB Standstill  Period and the Sale Period as to any BBB Bonds for which the
applicable  Reserve Price is not met. The rights of CMI and MSIL shall thereupon
be governed by the provisions of Paragraph 19  hereinbelow  with respect to such
of the BBB Bonds for which the applicable Reserve Price has not been met.

                  9. MINIMUM PROCEEDS OF SALE. It is understood and agreed that,
unless a proposed  sale is otherwise  approved in writing by CMI, the  Unsecured
Committee  and the Equity  Committee,  no sale of any of the BBB Bonds  shall be
permitted  hereunder if the proceeds of sale  allocated in  accordance  with the
provisions of Paragraph 10  hereinbelow  do not pay at least $14 million (or the
pro rata portion thereof if less than all of the BBB Bonds are sold) to CMI.

                  10.  ALLOCATION  OF  PROCEEDS  OF SALE OF THE BBB  BONDS.  The
proceeds from the sale of any BBB Bonds will be allocated as follows:

                                      -4-
<PAGE>

                           (i)      FIRST,  to  MSIL  in the  amount  of the BBB
                                    Bonds  Adjusted Basis (as defined below) for
                                    each BBB Bond sold times the face  amount of
                                    bonds sold divided by $1000;

                           (ii)     SECOND,  to MSIL in the amount of its actual
                                    sales costs and  expenses  (not to exceed in
                                    the  aggregate  the  sum of  $500,000),  and
                                    accrued but unpaid  distributions on the BBB
                                    Bonds,  all as apportioned  pro rata for the
                                    BBB Bonds sold;

                           (iii)    THIRD,   to  CMI  in  the   amount   of  the
                                    difference  between  the  Reserve  Price  as
                                    calculated and the total of the amounts paid
                                    to MSIL pursuant to the  preceding  sections
                                    (i) - (ii),  (such  that  the  total  of the
                                    amounts  paid  pursuant  to  sections  (i) -
                                    (iii) equals the Reserve Price); and

                           (iv)     FOURTH,  the  remainder,  if  any,  of  such
                                    proceeds  will be paid 75% to CMI and 25% to
                                    MSIL.

         An  illustrative   example  of  this  allocation  is  provided  in  the
Allocation  Schedule set forth in Exhibit B to this Stipulation and Order. It is
understood and agreed that the  distributions  received by MSIL after October 5,
1998 and prior to December  22, 1998 with  respect to the BBB Bonds sold by MSIL
in  accordance  with the  provisions  of this  Stipulation  and  Order  shall be
retained by MSIL as an investment banking fee earned by MSIL for the sale of the
BBB Bonds.
                  11.  BBB BONDS  ADJUSTED  BASIS.  The BBB  Bonds  Adjusted
 Basis  shall  be  calculated  as  follows:  

                           Class B: $707.204 per $1000 face amount of bonds, (i)
                           less the absolute amount of the pro rata Hedge
                           Profits or Losses (as defined below) allocable to
                           Class B, if a positive number, or plus such absolute
                           amount, if a negative number, and (ii) less the
                           absolute amount of the Class B Basis Adjustment
                           Amount (as defined below), if a positive number, or
                           plus such absolute amount, if a negative number.

                           Class C: $675.187 per $1000 face amount of bonds, (i)
                           less  the  absolute  amount  of the  pro  rata  Hedge
                           Profits or Losses (as  defined  below)  allocable  to
                           Class C, if a positive number,  or plus such absolute
                           amount,  if a  negative  number,  and  (ii)  less the

                                      -5-
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                           absolute  amount  of the  Class  C  Basis  Adjustment
                           Amount (as defined below),  if a positive number,  or
                           plus such absolute amount, if a negative number.

                  12.  CLASS  B  BASIS  ADJUSTMENT  AMOUNT.  The  Class  B Basis
Adjusted  Amount  shall be the sum of the Daily  Basis  Adjustments  (as defined
below) for the Class B BBB Bonds from  December  22, 1998  through the sale date
for each bond sold,  calculated  assuming 30 days in each month, and 360 days in
each year.
                  13.  CLASS  C  BASIS  ADJUSTMENT  AMOUNT.  The  Class  C Basis
Adjusted  Amount  shall be the sum of the Daily  Basis  Adjustments  (as defined
below) for the Class C BBB Bonds from  December  22, 1998  through the sale date
for each bond sold,  calculated  assuming 30 days in each month, and 360 days in
each year.
                  14. DAILY BASIS  ADJUSTMENT.  The Daily Basis  Adjustment  for
each of the BBB Bonds sold shall be calculated daily as follows:

                           Class B:  ($1000.00 * 7.00% / 360) minus ($707.204 *
                           (1 month LIBOR) + 1.5%) / 360)

                           Class C:  ($1000.00 * 7.00% / 360) minus ($675.187 *
                           (1 month LIBOR) + 1.5%) / 360)

                           Daily Basis Adjustments may be positive or negative.

                           "LIBOR"  shall  mean,  for  any  day in any  calendar
                           month,  the one month London  Interbank  Offered Rate
                           published  in THE WALL  STREET  JOURNAL  on the first
                           date of publication of the applicable calendar month,
                           expressed as a percentage. If THE WALL STREET JOURNAL
                           (i) publishes  more than one such rate on any date of
                           publication,  the  higher or  highest  of such  rates
                           shall  apply,  or  (ii)  publishes  a  retraction  or
                           correction of any such rate, the corrected rate shall
                           apply.

                  15. HEDGE PROFITS OR LOSSES. Morgan Stanley may in its sole
discretion determine and enact interest rate hedging strategies for the BBB
Bonds.

                                      -6-
<PAGE>

Morgan Stanley shall consult with CMI regarding such hedging  strategies
and shall provide CMI with a record of hedging transactions upon request.

                           The term "Hedge Profits or Losses" shall mean profits
or losses from such hedging activities  from October 7, 1998 through the sale 
date for such of the BBB Bonds sold pursuant to the provisions of this 
Stipulation and Order.

                  16.  SUSPENSE  OF  LITIGATION.  MSIL's  time to respond to the
complaint  filed in this  Adversary  Proceeding  shall be extended until 10 days
after the later of (1) the end of the BBB Standstill Period and the Sale Period,
and (2) the end of the Wells Fargo Standstill Period.  The pre-trial  conference
scheduled in this  Adversary  Proceeding  for January 5, 1999 shall be continued
until  after  such  time as MSIL has  responded  to the  complaint.  While  this
Stipulation  and Order remains in effect,  no party will take any action in this
Adversary  Proceeding  with respect to the BBB Bonds  during the BBB  Standstill
Period and the Sale Period and with  respect to the Wells Fargo Bonds during the
Wells Fargo Standstill Period.

                  17.  DISMISSAL AND RELEASES.  If sales are consummated for all
of the BBB Bonds  consistent with the terms of this  Stipulation and Order,  any
and all claims in this  Adversary  Proceeding  relating to the BBB Bonds will be
dismissed  with  prejudice  as to such  claims,  and MSIL  (and its  affiliates,
officers,  directors  and  employees)  will be  released  by CMI from any claims
asserted or which could have been  asserted as to the BBB Bonds and CMI (and its
affiliates, officers, directors and employees) will be released by MSIL from any
claims asserted or which could have been asserted as to the BBB Bonds, no matter
under what legal  theories  such claims were or could have been stated.  If less
than all of the BBB Bonds are sold in a manner consistent with the terms of this
Stipulation  and Order,  the claims in this 

                                      -7-
<PAGE>

Adversary Proceeding and otherwise will be dismissed with prejudice with respect
to those BBB Bonds sold consistent with the terms of this Stipulation and Order,
all other claims being hereby preserved in all respects.

                  18. OTHER  TERMINATION  EVENTS.  In addition to the  automatic
termination  for failure to meet the Reserve  Price  referenced  in  Paragraph 8
above, the BBB Standstill Period, the Wells Fargo Standstill Period and the Sale
Period shall also terminate automatically at the earlier of:

                           ( i)     failure to obtain a final non-appealable 
                                    order of the Bankruptcy Court approving this
                                    Stipulation and Order by the end of the BBB 
                                    Standstill Period; and

                           (ii)     any material adverse change or disruption in
                                    financial,  banking or capital markets or in
                                    the regulatory  environment that in the good
                                    faith judgment of MSIL makes it advisable to
                                    sell the Securities.

The foregoing  events in clauses (i) and (ii) above are hereinafter  referred to
as  "Other  Termination  Events."  MSIL  agrees  to notify  CMI,  the  Unsecured
Committee and the Equity  Committee within one business day of the occurrence of
an event described in clause (ii) above.

                  19.  EFFECT OF  TERMINATION.  In the event that any of the BBB
Standstill  Period,  the Wells  Fargo  Standstill  Period or the Sale  Period is
automatically terminated,  the parties shall be deemed to have reverted NUNC PRO
TUNC to their respective status as of the date and time immediately prior to the
execution  of this  Agreement  and they  shall be  entitled  to  proceed  in all
respects  as if this  Stipulation  and Order had not been  executed  and without
prejudice  in any way as a  result  of the  negotiation,  facts or terms of this
Stipulation and Order,  PROVIDED,  HOWEVER,  that any such termination shall not
affect any sales of BBB Bonds  

                                      -8-
<PAGE>

consistent with the terms of this Stipulation and Order occurring prior to such
termination or the rights and obligations of the parties as set forth herein
with respect to such sales of BBB Bonds including, but not limited to, MSIL's
obligation to pay any monies owing to CMI resulting from any such sale, which
amounts shall be paid in accordance with the terms of this Stipulation and
Order.

                           The effect of a termination based on failure to meet
the Reserve Price will be limited to those BBB Bonds for which the Reserve Price
is not met.

                  20. WAIVER OF OTHER TERMINATION  EVENTS.  MSIL, and only MSIL,
has the right to waive the Other Termination Events.

                  21.  JURISDICTION OF BANKRUPTCY COURT.  MSIL's preparation and
negotiation of this  Stipulation  and Order does not  constitute  consent to the
jurisdiction of the Bankruptcy  Court over MSIL, and MSIL reserves its rights to
contest  jurisdiction  and any other matter arising in the Bankruptcy  Court and
CMI reserves all of its rights with respect thereto.

                  22. SETTLEMENT  AGREEMENT NOT ADMISSION.  This Stipulation and
Order  and  its  respective  provisions,  whether  or not  consummated,  and any
negotiations,  statements, proceedings or agreements relating to the Stipulation
and  Order,  are not and shall  not in any event be  construed  as,  offered  in
evidence as or received in evidence as a presumption, concession or an admission
of the truth of any fact  alleged or the  validity of any claim that has been or
could have been asserted in this Adversary  Proceeding,  or of the deficiency of
any defense that has been,  could have been,  or in the future might be asserted
in  this  Adversary  Proceeding,  or of  any  liability,  fault,  wrongdoing  or
otherwise.

                                      -9-
<PAGE>

                  23.  BINDING   EFFECT.   The  terms  and  provisions  of  this
Stipulation  and Order shall be binding  upon all parties in interest  including
the Unsecured Committee,  the Equity Committee and any trustee appointed in this
case or in any Chapter 7 case to which this Chapter 11 case may be converted.

                  24. CORE  PROCEEDING.  This  Stipulation and Order is a "core"
proceeding  within the meaning of 28 U.S.C.  ss. 157. This Stipulation and Order
is a final order of the Bankruptcy Court,  immediately  applicable and valid and
fully effective upon its entry.

                  25.  CONSTRUCTION.  The captions in this Stipulation and Order
are for  convenience of reference only and shall not affect the  construction or
interpretation of any of the provisions hereof.

                  26. The effectiveness of this Stipulation and Order is subject
to the entry of a final, non-appealable order approving a consensual stipulation
and  order  between  CMI  and  the  Unsecured  Committee  with  respect  to  the
disposition of the proceeds of sale allocated to CMI hereunder.

                                      -10-
<PAGE>

                  Let the Clerk forward copies of this  Stipulation and Order to
counsel whose names and addresses appear below.

                  SO ORDERED this 25TH day of January, 1999.


                             /s/ DUNCAN W. KEIR 
                             ------------------ 
                             DUNCAN W. KEIR
                             United States Bankruptcy Judge
CONSENTED AND AGREED TO:


/s/ RICHARD L. WASSERMAN                    /s/ LAURI CLEARY/RLW WITH PERMISSION
-----------------------------               ------------------------------------
Richard L. Wasserman, Esquire               Stanley J. Reed, Esquire
(Federal Bar No. 02784)                     (Federal Bar No. 00315)
Gregory A. Cross, Esquire                   Lauri Cleary, Esquire
(Federal Bar No. 04571-G)                   (Federal Bar No. 06599)
Venable, Baetjer and Howard, LLP            Tamara A. Stoner, Esquire
1800 Mercantile Bank & Trust Bldg.          (Federal Bar No. 08014)
2 Hopkins Plaza                             3 Bethesda Metro Center
Baltimore, Maryland 21201                   Suite 380
(410) 244-7400                              Bethesda, Maryland 20814
                                            (301) 986-1300
Co-Counsel for CRIIMI MAE Inc.
                                            Of Counsel:
                                            Thomas P. Ogden, Esquire
                                            Anne Berry Howe, Esquire
/s/ MICHAEL BERNSTEIN/RLW WITH PERMISSION   Barbara D. Diggs, Esquired  
-----------------------------------------   Davis Polk & Wardwell       
Daniel M. Lewis, Esquire                    450 Lexington Avenue        
Michael Bernstein, Esquire                  New York, New York 10017    
Arnold & Porter                             (212) 450-4000              
555 Twelfth Street, N.W.                                                
Washington, D.C. 20044                      Counsel for Defendant       
(202) 942-5661                              Morgan Stanley & Co.        
                                            International Limited       
Counsel for the Official Unsecured          
Creditors Committee


                                      -11-

<PAGE>

cc:      Richard L. Wasserman, Esquire
         Venable, Baetjer and Howard, LLP
         1800 Mercantile Bank & Trust Bldg.
         2 Hopkins Plaza
         Baltimore, Maryland 21201

         Thomas P. Ogden, Esquire
         Davis Polk & Wardell
         450 Lexington Avenue
         New York, New York 10017

         Stanley J. Reed, Esquire
         3 Bethesda Metro Center, Suite 380
         Bethesda, Maryland 20814

         Daniel M. Lewis, Esquire
         Arnold and Porter
         555 Twelfth Street, N.W.
         Washington, D.C. 20004

         Michael St. Patrick Baxter, Esquire
         Covington and Burling
         1201 Pennsylvania Avenue, N.W.
         Washington, D.C. 20044

         Clifford J. White, III, Esquire
         Assistant U.S. Trustee
         Office of U.S. Trustee
         6305 Ivy Lane, Suite 600
         Greenbelt, Maryland 20770

         Stanley J. Samorajczyk, Esquire
         Akin, Gump, Strauss, Hauer & Feld, LLP
         Suite 400
         1333 New Hampshire Avenue, N.W.
         Washington, D.C. 20036

                                      -12-