<PAGE>

                                                                  Exhibit 99(ii)

                      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 ORDER
                    REGARDING PROCEEDS RECEIVED BY THE DEBTOR
                     FROM THE SALE OF THE WELLS FARGO BONDS

                  It is hereby stipulated and agreed by and between CRIIMI MAE
Inc. (the "Debtor" or "CMI"), the Official Committee of Unsecured Creditors of
CMI (the "Unsecured Committee") and the Official Committee of Equity Security
Holders of CMI (the "Equity Committee") as follows:

                  1. The Debtor agrees that all proceeds received by it from
Morgan Stanley & Co. International Limited ("MSIL") from MSIL's purchase of the
Wells Fargo Bonds (as that term is defined in the Stipulation and Consent Order
Regarding Adversary Proceeding that was

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filed in the above-captioned adversary proceeding on February 1, 2000,
hereinafter referred to as the "MSIL Stipulation and Consent Order") shall be
deposited by the Debtor in a segregated, interest-bearing account or other
investment of funds acceptable to the Debtor, the Unsecured Committee and the
Equity Committee. Such proceeds, together with all earnings thereon, are
hereinafter referred to as the "MSIL Net Proceeds."

                  2. The MSIL Net Proceeds can be used by the Debtor for
purposes of funding its Chapter 11 plan of reorganization.

                  3. Subject to the provisions of paragraph 4 hereof, the Debtor
agrees to give the Unsecured Committee and the Equity Committee not less than 30
days prior written notice through their respective counsel before the Debtor
uses any of the MSIL Net Proceeds in any manner except for Chapter 11 plan
purposes as provided in paragraph 2 above.

                  4. Except for plan purposes as provided in paragraph 2 above,
the Debtor agrees not to use any of the MSIL Net Proceeds without the consent of
the Unsecured Committee and the Equity Committee for the following purposes: (i)
originating commercial mortgage loans, (ii)

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purchasing mortgage loans or mortgage-backed securities, or (iii) payment of
dividends.

                  The foregoing Stipulation is hereby SO ORDERED this ____
day of February, 2000.

                                           ------------------------------------
                                           DUNCAN W. KEIR
                                           United States Bankruptcy Judge

------------------------------------        -----------------------------------
Gregory A. Cross, Esquire                   Daniel M. Lewis, Esquire
Federal Bar No. 04571-G                           Michael L. Bernstein, Esquire
Venable, Baetjer and Howard, LLP            Arnold & Porter
1800 Mercantile Bank & Trust Bldg.          Thurman Arnold Building
2 Hopkins Plaza                             555 Twelfth Street, N.W.
Baltimore, Maryland 21201                   Washington, D.C. 20004-1202
410-244-7400                                      202-942-5000

Co-Counsel for CRIIMI MAE Inc.              Counsel for the Official
                                            Committee of Unsecured
                                            Creditors



------------------------------------
Michael St. Patrick Baxter, Esquire
Covington and Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044-7566
202-662-6000

Counsel for the Official
Committee of Equity Security
Holders

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