CRIIMI MAE INC
SUBORDINATED NOTES
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibitb-sub_debt.txt
<DESCRIPTION>SUBORDINATED NOTES
<TEXT>
                                                                 EXHIBIT 10.3


                                    EXHIBIT B
                                    ---------
                                SUMMARY OF TERMS
                                     OF THE
                        SENIOR SUBORDINATED SECURED NOTES


     Set forth below is a summary of certain of the material terms of the Senior
Subordinated  Secured Notes. This summary is intended merely as an outline,  and
does  not  include  descriptions  of all  of the  terms,  conditions  and  other
provisions  that are to be  contained  in the Senior  Subordinated  Secured Note
Agreement and the Senior  Subordinated  Secured  Notes.  Capitalized  terms used
herein and not  otherwise  defined  herein  have the  meanings  set forth in the
Investment  Agreement to which this Summary of Terms is attached and of which it
forms a part.

                        Senior Subordinated Secured Notes
                        ---------------------------------

Issuer:             CRIIMI MAE Inc. (the "Issuer").

Investor:           Brascan Real Estate Financial  Investments LLC and/or one or
                    more  of  its  affiliates  (collectively,  the  "Investor");
                    provided that the Investor,  at its option,  may arrange for
                    one or more of its  affiliates  to purchase a portion of the
                    Senior Subordinated Secured Notes.

Issue:              $30,000,000  in  aggregate  principal  amount of 15%  Senior
                    Subordinated  Secured  Notes (the "15%  Subordinated  Notes)
                    and, at the option of the Issuer as more fully  described in
                    the  Investment  Agreement,  up to  $10,000,000 in aggregate
                    principal  amount of 20% Senior  Subordinated  Secured Notes
                    (the "Additional  Subordinated Notes" and, together with the
                    15%  Subordinated  Notes, the "Senior  Subordinated  Secured
                    Notes").

Price:              100% of principal amount, in cash.

Use  of Proceeds:   The proceeds of the 15%  Subordinated  Notes,  the Purchased
                    Stock and the Repo Financing,  together with such additional
                    amounts of the Issuer's  cash and other liquid assets as may
                    be  required,  shall be used to fully  redeem and retire the
                    Existing  Company Notes,  to repurchase all of the Purchased
                    Securities  pursuant to the Existing  Repurchase  Agreement,
                    and to pay fees,  costs and expenses  related to the Brascan
                    and Bear Stearns transactions.

                    The  proceeds of the Additional  Subordinated Notes shall be
                    used for working capital purposes.

Subordination and
Ranking:            The   Senior   Subordinated   Secured   Notes  will  be  (i)
                    subordinated  in right of  payment to (a) the  initial  $300
                    million  of Repo  Financing,  (b) up to an  additional  $200
                    million of Repo Financing, and (c) any refinancings thereof,
                    (ii) senior to any other  subordinated  debt  obligations of
                    the Issuer (provided that the 15% Subordinated  Debt and the
                    Additional  Subordinated Debt will be pari passu obligations
                    of the  Issuer),  and (iii)  pari  passu with any other debt
                    obligations  of the  Issuer.  No debt of the Issuer  that is
                    senior to or pari passu with the Senior Subordinated Secured
                    Notes but  subordinated to any other debt obligations of the
                    Issuer will be permitted.

Guarantees:         None.

Security:           The Senior Subordinated  Secured Notes shall be secured by a
                    second lien (on terms acceptable to the provider of the Repo
                    Financing)  on  the  assets   collateralized   in  the  Repo
                    Financing  (or, if such assets  become the  collateral  in a
                    collateralized  debt offering,  the retained classes of such
                    offering).

Interest Rate:      Interest shall be payable on the 15% Subordinated  Debt at a
                    fixed rate of 15% per annum.

                    Interest  shall be  payable on the  Additional  Subordinated
                    Debt at a fixed rate of 20% per annum.

                    After the  occurrence  and  during the  continuation  of any
                    Event of Default under the Senior Subordinated  Secured Note
                    Agreement,  interest  shall be  payable  at a fixed rate per
                    annum that is 2% in excess of the rate otherwise  applicable
                    to the Senior Subordinated Secured Notes in question.

Interest Payments:  Interest on the Senior  Subordinated  Secured Notes shall be
                    payable  semi-annually  in arrears;  provided  that,  at the
                    Company's  option,  one-third  of the  interest  on the  15%
                    Subordinated  Notes  and  one-half  of the  interest  on the
                    Additional  Subordinated  Debt  may be  deferred  until  the
                    maturity of such Senior Subordinated  Secured Notes, subject
                    to semi-annual compounding.

Maturity:           The Senior  Subordinated  Secured  Notes will  mature on the
                    third   anniversary  of  the  Closing,   with  no  scheduled
                    principal  amortization  or sinking fund  payments  prior to
                    such date.

Origination Fee:    0.5%  of  the  aggregate  principal  amount  of  the  Senior
                    Subordinated   Secured  Notes   (including   the  Additional
                    Subordinated Notes),  payable in cash to the Investor at the
                    Closing.

Optional
Redemption:         None.

Mandatory
Redemption:         The Issuer will redeem the Senior Subordinated Secured Notes
                    upon the  occurrence of a Change of Control (such term to be
                    broadly  defined in the  Senior  Subordinated  Secured  Note
                    Agreement).

RedemptionPrice;
Yield Maintenance
Premium:            Upon the  occurrence of a Change of Control,  the redemption
                    price of the Senior Subordinated  Secured Notes will be 100%
                    of the outstanding  principal  amount plus accrued  interest
                    plus a  customary  yield  maintenance  premium  of the  type
                    contained in the American  College of  Investment  Counsel's
                    Model Form No. 2 of Note Purchase Agreement.

Right to Resell
Senior Subordinated
Secured Notes:      The Investor and/or any affiliate of the Investor that holds
                    any of the Senior Subordinated  Secured Notes shall have the
                    absolute  and   unconditional   right,  in  compliance  with
                    applicable law, (i) to resell, assign or sell participations
                    in any of the Senior  Subordinated  Secured Notes held by it
                    to any  affiliate  at any  time  and  (ii)  to  sell  senior
                    participations  in any of the  Senior  Subordinated  Secured
                    Notes held by it to any third party so long as the  Investor
                    or such  affiliate  retains  (a) a  junior  interest  in the
                    Senior  Subordinated  Secured  Notes  and (b)  control  over
                    decisions  made and actions taken with respect to the Senior
                    Subordinated Secured Notes.

Representations
and Warranties:     The Investment  Agreement contains the  representations  and
                    warranties to be made by the Issuer in connection  with each
                    issuance of any Senior Subordinated Secured Notes.

Conditions
Precedent:          The Investment  Agreement contains the conditions  precedent
                    required to be satisfied in connection with each issuance of
                    any Senior Subordinated Secured Notes.

Covenants:          The Senior Subordinated  Secured Note Agreement will contain
                    affirmative, negative and financial covenants that are usual
                    and  customary for  transactions  of this nature or that are
                    required by the Investor for this transaction in particular,
                    but which, to the extent similar covenants are applicable to
                    the  Repo  Financing,  are no  more  restrictive  than  such
                    similar covenants. These will include covenants with respect
                    to (i) furnishing of financial reports and other information
                    including  (a) copies of all SEC  filings,  (b) a  quarterly
                    compliance/no-default  certificate,  (c) a monthly reporting
                    package   consisting   of  (1)   Trustee   Reports  for  the
                    "CBO-1/Nomura  Securities"  and the "CBO-2  Securities"  (as
                    such terms are defined in the Existing Repurchase  Agreement
                    and (2)  reports  prepared  by  CMSLP  consisting  of a CMBS
                    Monthly  Performance  Report,  an Assets  under Review (AUR)
                    Report,  a  Monetary  Defaults  Added to  Special  Servicing
                    Report,   a  Schedule  of  Realized   Losses  and  Appraisal
                    Reduction Events,  and a Corrected Loan Report, and (d) such
                    other reports and  information as the Investor may from time
                    to time  reasonably  request;  (ii) use of  proceeds;  (iii)
                    restrictions  on  the  creation  of  minority  interests  in
                    subsidiaries;  (iv)  maintenance  of existence,  franchises,
                    etc.;  (v)  compliance  with  laws;   (vi)   maintenance  of
                    insurance;  (vii) payment of taxes;  (viii)  restrictions on
                    the   incurrence  of   indebtedness   and  the  issuance  of
                    disqualified stock, subject to (a) an incurrence test, based
                    on an interest  coverage ratio (to be determined),  relating
                    to the issuance of additional  indebtedness  so long as such
                    indebtedness  does  not  mature,   and  is  not  subject  to
                    prepayment,  prior  to the  payment  in full  of the  Senior
                    Subordinated  Secured Notes,  and (b) other exceptions to be
                    agreed upon but  generally  in the nature of those set forth
                    in Section 4.09(b) of the indenture  relating to Series A of
                    the Existing Company Notes (the "Existing Indenture");  (ix)
                    restrictions  on  dividends  and  redemptions  in respect of
                    capital stock and prepayments of other  indebtedness  (other
                    than the Repo Financing), subject to exceptions to be agreed
                    upon for (a) dividends necessary to maintain REIT status and
                    (b) dividends in respect of existing  preferred  stock;  (x)
                    restrictions on the sale of assets substantially  similar to
                    those set forth in the Existing  Indenture,  except that the
                    Company  will not be  permitted  to  voluntarily  prepay  or
                    redeem any of the Senior Subordinated Secured Notes with the
                    net  proceeds  of any  asset  sales;  (xi)  restrictions  on
                    business  activities  other than the  Company  Business  (as
                    hereinafter  defined);  (xii)  restrictions  on transactions
                    with   affiliates;    (xiii)    restrictions   on   mergers,
                    consolidations or sales of substantially  all assets;  (xiv)
                    restrictions on liens;  (xv)  restrictions on sale-leaseback
                    transactions;   (xvi)   limitations   on  dividend   payment
                    restrictions    affecting    subsidiaries;    (xvii)   board
                    observation  rights for a  representative  of the holders of
                    the Senior Subordinated Secured Notes; and (xviii) the right
                    of the Investor, in the event of a bankruptcy of the Issuer,
                    to appoint the "special  servicer"  for the  mortgage  loans
                    underlying the assets collateralized in the Repo Financing.

                    As used herein,  "Company  Business"  means:  (a)  acquiring
                    non-investment  grade securities that represent interests in
                    or  debt  secured  by  portfolios   of   commercial   and/or
                    multifamily   mortgage   loans  (with  each  such  portfolio
                    containing 20 or more loans)  originated in  anticipation of
                    rated  "conduit"  securitizations  and that,  at the time of
                    acquisition,  afford the holder thereof the right to appoint
                    the special servicer for such portfolios, (b) originating or
                    purchasing  commercial and/or multifamily  mortgage loans in
                    anticipation  of including such loans in portfolios of 20 or
                    more loans for rated "conduit" securitization  transactions,
                    and originating or purchasing  mezzanine loans in connection
                    with such mortgage loans so long as such mezzanine loans are
                    not in excess of  $5,000,000  per loan,  (c)  servicing  (as
                    master  servicer,  primary  servicer  or  special  servicer)
                    commercial  and/or   multifamily  loans  and  (d)  providing
                    commercial  and/or  multifamily  mortgage loan due diligence
                    services  to third  parties,  it being  understood  that the
                    limitations  on  the  Issuer's  activities  to  the  Company
                    Business  shall not prohibit the Issuer from (1)  sponsoring
                    collateralized   bond   or  debt   obligation   transactions
                    ("CBOs"), (2) including investment-grade commercial mortgage
                    backed  securities  ("CMBS") in such CBOs (or  purchasing or
                    otherwise  acquiring  such CMBS for such  inclusion)  or (3)
                    continuing to trade in commercial and  residential  mortgage
                    backed securities.

Events of Default:  Events  of  Default  contained  in the  Senior  Subordinated
                    Secured Note Agreement  shall include but not be limited to:
                    (i) the failure of the Issuer to pay principal on any of the
                    Senior Subordinated Secured Notes when due; (ii) the failure
                    of the Issuer to pay interest (other than deferred interest)
                    or fees on any of the Senior Subordinated  Secured Notes and
                    the  continuance  of such  failure  for 10 days;  (iii)  the
                    failure  of the Issuer to comply  with any other  provision,
                    condition,  covenant, promise, warranty or representation in
                    the  Investment  Agreement  or in  the  Senior  Subordinated
                    Secured Note  Agreement or the Senior  Subordinated  Secured
                    Notes, provided that in certain cases such failure continues
                    for  30  days  after  notice;   (iv)  a  default  under  any
                    instrument  or  instruments  governing  indebtedness  of the
                    Issuer or any of its  subsidiaries  when such default causes
                    such   indebtedness  to  become  due  prior  to  its  stated
                    maturity,  or  failure to pay any such  indebtedness  at its
                    stated  maturity,  in either case in an aggregate  principal
                    amount  exceeding a threshold  amount to be agreed (it being
                    understood that any mandatory  prepayment in order to comply
                    with the margin requirements of the Repo Financing shall not
                    be  considered  an event of  default);  (v) final  judgments
                    aggregating  in  excess of a  threshold  amount to be agreed
                    rendered  against the Issuer or any of its  subsidiaries and
                    not discharged or stayed within 60 days; (vi) certain events
                    of bankruptcy,  insolvency or reorganization with respect to
                    the Issuer or any of its subsidiaries (which, in the case of
                    an  involuntary  proceeding,  is not  discharged  within  60
                    days); (vii) material  misrepresentations  in the Investment
                    Agreement; (viii) failure of the Senior Subordinated Secured
                    Notes  to be  secured  by a  valid  and  perfected  security
                    interest in the collateral described above under "Security",
                    subject only to liens securing the Repo Financing;  and (ix)
                    certain ERISA defaults.

Governing Law:      New York.



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