EXHIBIT 2.3

                     PLAN OF LIQUIDATION AND DISSOLUTION OF

                        LASER MORTGAGE MANAGEMENT, INC.,

                             A DELAWARE CORPORATION

     WHEREAS, the Board of Directors (the "Predecessor Board") of LASER Mortgage
Management, Inc. (the "Predecessor Company"), a Maryland corporation, has deemed
it advisable that the Predecessor Company should change its state of
incorporation from Maryland to Delaware (the "Reincorporation") by merging the
Predecessor Company with and into LASER Mortgage Management, Inc. (the
"Company"), a wholly-owned Delaware subsidiary of the Predecessor Company, and
subsequently the Company should be liquidated and dissolved under Delaware law,
and has approved and determined that this Plan of Liquidation and Dissolution of
LASER Mortgage Management, Inc. (this "Plan") is advisable and in the best
interests of the stockholders of the Predecessor Company; and

     WHEREAS, the Predecessor Board has directed that this Plan be submitted to
the stockholders of the Predecessor Company for their approval or rejection at
the next annual meeting of stockholders of the Predecessor Company, in
accordance with the requirements of the Maryland General Corporation Law (the
"MGCL") and the Predecessor Company's Articles of Incorporation (the "Articles
of Incorporation") and has authorized the filing with the Securities and
Exchange Commission (the "SEC") and the distribution of a proxy statement to
stockholders (the "Proxy Statement"), in connection with the solicitation of
proxies for such meeting; and

     WHEREAS, the Board of Directors (the "Board") of the Company has deemed it
advisable, subject to the approval of the Plan by the holders of at least a
majority of the outstanding common stock of the Predecessor Company, that the
Company should be liquidated and subsequently dissolved and has approved and
determined that this is advisable and in the best interests of the stockholders
of the Company; and

     WHEREAS, the Predecessor Company, as the sole stockholder of the Company,
has approved and adopted, subject to the approval of the Plan by the holders of
at least a majority of the outstanding common stock of the Predecessor Company,
the Plan; and

     WHEREAS, the Board, upon substantial completion of the liquidation of the
Company's properties and assets or such earlier time as determined in its
discretion, may voluntarily dissolve the Company in accordance with the Delaware
General Corporation Law ("DGCL") and the Internal Revenue Code of 1986, as
amended (the "Code"), upon the terms and conditions set forth in this Plan;

     NOW, THEREFORE, the Board adopts and sets forth this Plan of Liquidation
and Dissolution of LASER Mortgage Management, Inc., a Delaware corporation, as
follows:

                            I. ADOPTION DATE OF PLAN

     If the holders of at least a majority of the outstanding common stock of
the Predecessor Company vote to approve (a) the Reincorporation and (b) this
Plan at the meeting (the "Meeting") of stockholders of the Predecessor Company
called to take such action, this Plan shall constitute the adopted plan of
liquidation and dissolution of the Company as of the date of the Meeting (the
"Adoption Date"). If the requisite holders of the outstanding common stock of
the Predecessor Company do not approve the Reincorporation and this Plan, this
Plan will not be adopted and the liquidation and dissolution of LASER Delaware
will not occur without the further approval of the Board and of the holders of a
majority of the outstanding common stock of the Company at a meeting of such
stockholders to be held for such purpose.

                      II. CESSATION OF BUSINESS ACTIVITIES

     This Plan is intended to be a complete plan of liquidation and dissolution.
After the Adoption Date, the Company will cease conducting normal business
operations pursuant to this Plan except insofar as may be necessary for the
winding up of the business and affairs of the Company, and proceed to a complete
liquidation and dissolution of the Company in accordance with the requirements
of Delaware law and the Code. The directors in office on the Adoption Date and,
at the pleasure of such directors, the officers of the Company, shall continue
in office solely for these purposes and as otherwise provided in this Plan.

                           III. LIQUIDATION OF ASSETS

     After the Adoption Date, the Company shall sell, exchange, transfer, lease,
license, or otherwise dispose of all of its property and assets, including the
Company's intangible assets, to the extent, for such consideration (which may
consist in whole or in part of money or other property) and upon such terms and
conditions as the Board deems expedient and in the best interests of the Company
and its stockholders, without any further vote or action by the Company's
stockholders. The Company's assets and properties may be sold in bulk to one
buyer or a small number of buyers or on a piecemeal basis to numerous buyers.
The Company will not be required to obtain appraisals or other third party
opinions as to the value of its properties and assets in connection with the
liquidation. As part of the liquidation of its property and assets, the Company
shall collect, or make provision for the collection of, all accounts receivable,
debts and claims owing to the Company, including all recoveries under any
pending litigation to which the Company is a party.

                              IV. PAYMENT OF DEBTS

     Prior to making any distributions to the Company's stockholders, the
Company shall pay, or as determined by the Board, make reasonable provision to
pay, all claims and obligations of the Company, including all contingent,
conditional or unmatured claims known to the Company.

     Following the Adoption Date, the Board may, if and to the extent deemed
necessary or advisable by the Board, establish a contingency reserve (the
"Contingency Reserve") and set aside into the Contingency Reserve such amounts
of cash or property of the Company as the Board, in its discretion, determines
is sufficient to account for unknown events, claims, contingencies and expenses
incurred in connection with the collection and defense of the Company's property
and assets and the liquidation and dissolution provided for in this Plan. The
Board may, in its discretion, increase or decrease the amount of the Contingency
Reserve at any time and shall place or cause to be placed such funds in an
account of the Company as the Board of Directors has determined to be maintained
as the Contingency Reserve. Following the payment, satisfaction or other
resolution of all such events, claims, contingencies and expenses, any amounts
remaining in the Contingency Reserve shall be distributed in accordance with
this Plan.

                        V. DISTRIBUTIONS TO STOCKHOLDERS

     Following the payment or the provision for the payment of the Company's
claims and obligations as provided in Section IV, the Company shall distribute
pro rata to its stockholders all of its remaining property and assets, if any,
in one or a series of distributions.

     If the Board determines to follow the procedures described in Section 280
of the DGCL, then the additional steps set forth below shall, to the extent
necessary or appropriate, be taken:

     A.   The giving of notice of the dissolution to all persons having a claim
          against the Company and the rejection of any such claims in accordance
          with Section 280 of the DGCL;

     B.   The offering of security to any claimant on a contract whose claim is
          contingent, conditional or unmatured in an amount the Company
          determines is sufficient to provide compensation to the claimant if
          the claim matures, and the petitioning of the Delaware Court of
          Chancery to determine the amount and form of security sufficient to
          provide compensation to any such claimant who has rejected such offer
          in accordance with Section 280 of the DGCL;

     C.   The petitioning of the Delaware Court of Chancery to determine the
          amount and form of security which would be reasonably likely to be
          sufficient to provide compensation for (1) claims that are the subject
          of pending litigation against the Company, and (2) claims that have
          not been made known to the Company or that have not arisen, but are
          likely to arise or become known within five (5) years after the date
          of dissolution (or longer in the discretion of the Delaware Court of
          Chancery), each in accordance with Section 280 of the DGCL;

     D.   The payment, or the making of adequate provision for payment, of all
          claims made against the Company and not rejected in accordance with
          Section 280 of the DGCL;

     E.   The posting of all security offered and not rejected and all security
          ordered by the Court of Chancery in accordance with Section 280 of the
          DGCL; and

     F.   The payment, or the making of adequate provision for payment, of all
          other claims that are mature, known and uncontested or that have been
          finally determined to be owing by the Company.

     Notwithstanding the foregoing, the Company shall not be required to follow
the procedures described in Section 280 of the DGCL, and the Board and the
officers of the Company are hereby authorized, without further stockholder
action, to proceed with the dissolution, liquidation and termination of
existence of the Company in accordance with any applicable provision of the
DGCL, including, without limitation, Section 281(b) thereof, including the
adoption of a plan of distribution as contemplated by such section.

                         VI. MAINTENANCE OF REIT STATUS

     The Board is hereby authorized, in its discretion, to choose to maintain
existence of the Company as a real estate investment trust ("REIT") for the
purposes of winding up the affairs contemplated herein. Alternatively, the Board
is hereby authorized, in its discretion, to elect to terminate the Company's
status as a REIT.

                        VII. CERTIFICATE OF DISSOLUTION

     At such time as the Board determines, in its discretion to be appropriate,
the officers of the Company shall execute and cause to be filed with the
Secretary of the State of Delaware (the "Secretary of State") and elsewhere as
may be required or deemed appropriate, such documents as may be required to
effectuate the dissolution of the Company, including a Certificate of
Dissolution conforming to the requirements of Section 275 of the DGCL (the
"Certificate of Dissolution"). From and after the date such documents are
accepted by the Secretary of State (the "Effective Date"), the Company will be
deemed to be completely dissolved, but will continue to exist under Delaware law
for the purposes of paying, satisfying and discharging any existing debts or
obligations, collecting and distributing its assets, and doing all other acts
required to liquidate and wind up the Company's business affairs. The members of
the Board in office on the Effective Date shall have all powers provided to them
under the DGCL and other applicable law.

                          VIII. NOTICE OF LIQUIDATION

     As soon as practicable after the Effective Date, the Board may direct the
officers to mail notice in accordance with the DGCL to all its claimants that
this Plan has been approved by the Board and the Company's stockholders.

                        IX. POWERS OF BOARD AND OFFICERS

     The Board and the officers of the Company are authorized to approve such
changes to the terms of any of the actions referred to herein, to interpret any
of the provisions of this Plan, to amend or modify this Plan without the further
approval of the Company's stockholders except as may be required by applicable
law, and to make, execute and deliver such other agreements, conveyances,
assignments, transfers, certificates and other documents and take such other
action as the Board and the officers of the Company deem necessary or desirable
in order to carry out the provisions of this Plan and effect the complete
liquidation and dissolution of the Company in accordance with the Code, the
Internal Revenue Service and the DGCL and any rules and regulations of the SEC
or any state securities commission, including, without limitation, any
instruments of dissolution or other documents, and withdrawing any qualification
to conduct business in any state in which the Company is so qualified, as well
as the preparation and filing of any federal or state tax returns. Prior to the
filing of the Certificate of Dissolution, the Board shall have full authority to
abandon and revoke the dissolution as the Board deems appropriate without
further stockholder action.

                            X. CANCELLATION OF STOCK

     The distributions to the Company's stockholders pursuant to this Plan, if
any, shall be in complete redemption and cancellation of all of the outstanding
capital stock of the Company. As a condition to any disbursement made under the
Plan after the filing of the Certificate of Dissolution, the Board may require
stockholders to surrender their certificates evidencing the capital stock to the
Company or its agent for cancellation. If a stockholder's certificate for shares
of capital stock has been lost, stolen or destroyed, such stockholder may be
required, as a condition to the disbursement of any distribution under this
Plan, to furnish to the Company satisfactory evidence of the loss, theft or
destruction thereof, together with a surety bond or other security or indemnity
reasonably satisfactory to the Company.

                             XI. LIQUIDATING TRUST

     If advisable for any reason to complete the liquidation and distribution of
the Company's assets to its stockholders, the Board may at any time transfer to
a liquidating trust (the "Trust") the remaining assets of the Company. The Trust
thereupon shall succeed to all of the then remaining assets of the Company,
including all amounts in the Contingency Reserve, and any remaining liabilities
and obligations of the Company. The sole purpose of the Trust shall be to
prosecute and defend suits by or against the Company, to settle and close the
business of the Company, to dispose of and convey the assets of the Company, to
satisfy the remaining liabilities and obligations of the Company and to collect
and distribute the remaining assets of the Company to its stockholders. Any
distributions made from the Trust shall be made in accordance with the
provisions of this Plan. The Board may appoint one or more of its members or
such other person as the Board determines to act as trustee or trustees of the
Trust and to cause the Company to enter into a liquidating trust agreement with
such trustee or trustees on such terms and conditions as the Board determines.
Approval of this Plan by the stockholders also will constitute the approval by
the stockholders of any appointment of any of the trustees and of a liquidating
trust agreement between the Company and any of such trustees.

                               XII. COMPENSATION

     The Company may pay to the Company's investment manager, officers,
directors, employees and agents or trustees, or any of them, compensation for
services rendered in connection with the implementation of this Plan. Approval
of this Plan by the stockholders of the Company shall constitute the approval of
the stockholders of the payment of any such compensation referred to in this
Section.

                             XIII. INDEMNIFICATION

     The Company shall continue to indemnify its investment manager, officers,
directors, employees, agents and trustees in accordance with its Certificate of
Incorporation, bylaws, any contractual arrangements as therein or elsewhere
provided, the Company's existing directors' and officers' liability insurance
policy and applicable law, and such indemnification shall apply to acts or
omissions of such persons in connection with the implementation of this Plan and
the winding up of the affairs of the Company. The Company's obligation to
indemnify such persons may be satisfied out of the Contingency Reserve or out of
assets transferred to the Trust, if any. The Board and the trustees of any Trust
are authorized to obtain and maintain insurance as may be necessary to cover the
Company's indemnification obligations.

                                   XIV. COSTS

     The Company is authorized, empowered and directed to pay all legal,
accounting, printing and other fees, costs and expenses for services rendered to
the Company in connection with the preparation, adoption and implementation of
this Plan, including, without limitation, any such fees and expenses incurred in
accordance with any applicable provision of the DGCL, including, without
limitation, expenses incurred in connection with any petitions filed with a
court pursuant to Section 280(c) thereof, and incurred in connection with the
preparation of a proxy statement for the meeting, if any, of stockholders to be
held for the purpose, among others, of voting upon the approval of this Plan.

                          XV. DELISTING OF COMMON STOCK

     At any time, the Board of Directors may, if the Board of Directors deems
such action to be in the best interests of the Company and the stockholders,
cause the shares of common stock of the Company to be delisted from any
securities exchange on which they are traded.