CRIIMI MAE INC
RESTRICTED STOCK AWARD AGMT COA
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>rest_stkagmt-coa0903.txt
<DESCRIPTION>RESTRICTED STOCK AWARD AGMT COA
<TEXT>

                                                                Exhibit 10.9


                        RESTRICTED STOCK AWARD AGREEMENT


     This Restricted Stock Award Agreement (the "Agreement"), made as of the 3rd
day of October,  2003 (the "Grant  Date") by and  between  CRIIMI MAE Inc.  (the
"Company"),  and Cynthia O. Azzara (the  "Grantee"),  evidences the grant by the
Company of a stock award of  restricted  Shares (the  "Award") to the Grantee on
such  date and the  Grantee's  acceptance  of the Award in  accordance  with the
provisions of the Company's  2001 Stock  Incentive  Plan, as amended or restated
from time to time (the "Plan"). The Company and the Grantee agree as follows:

     1. Basis for Award. This Award is made under the Plan pursuant to Section 6
thereof for services to be rendered to the Company by the Grantee.

     2. Stock Awarded.

     (a) The Company  hereby  awards to the Grantee,  in the  aggregate,  13,055
Shares  ("Restricted  Stock"),  which shall be subject to the  restrictions  and
conditions set forth in the Plan and in this Agreement.

     (b) Each  certificate  issued in respect of the  Restricted  Stock shall be
registered  in the Grantee's  name and  deposited by him,  together with a share
power  endorsed in blank,  with the Company and shall bear the  following  (or a
similar) legend:

     "THE   TRANSFERABILITY  OF  THIS  CERTIFICATE  AND  THE  COMMON  STOCK
     REPRESENTED  HEREBY  ARE  SUBJECT  TO THE TERMS AND  CONDITIONS  (INCLUDING
     FORFEITURE)  CONTAINED IN THE RESTRICTED  STOCK AWARD AGREEMENT DATED AS OF
     OCTOBER 3, 2003,  ENTERED INTO BETWEEN THE REGISTERED  OWNER AND CRIIMI MAE
     INC"

     At the expiration of the  restrictions,  the Company shall redeliver to the
Grantee (or his legal  representative,  beneficiary or heir) share  certificates
for the Shares deposited with it without any legend except as otherwise provided
by the Plan,  this  Agreement or as otherwise  required by  applicable  law. The
Grantee shall have the right to receive  dividends on and to vote the Restricted
Stock  while it is held in custody  except as  otherwise  provided  by the Plan.
Notwithstanding the foregoing,  the Company shall retain custody of all Retained
Distributions  made or declared  with respect to the  Restricted  Stock and such
Retained  Distributions  shall be subject to the same  restrictions on terms and
conditions as are applicable to the Restricted Stock.

     (c) Except as provided  in the Plan or this  Agreement,  including  without
limitation,  Section 3 below,  the restrictions on the Restricted Stock are that
the stock will be  forfeited by the Grantee and all of the  Grantee's  rights to
such stock shall  immediately  terminate without any payment or consideration by
the  Company,  in the event of any sale,  assignment,  transfer,  hypothecation,
pledge or other alienation of such Restricted  Stock made or attempted,

<PAGE>

whether voluntary or involuntary,  and if involuntary whether by process of
law in any civil or criminal suit,  action or proceeding,  whether in the nature
of an  insolvency or  bankruptcy  proceeding  or otherwise,  without the written
consent  of the  Committee,  excluding  the  Grantee  if she  so  serves  on the
Committee.

     3. Vesting. The restrictions  described in Section 2 of this Agreement will
lapse with respect to 33-1/3% of Restricted Stock on December 31, 2004 and as to
an  additional  33-1/3% on each of December  31,  2005 and  December  31,  2006,
provided  the  Grantee  is still  employed  by the  Company  (or any  Parent  or
Subsidiary)  on  such  vesting  dates,  except  as set  forth  in the  following
sentences of this section.  All restrictions  will lapse with respect to 100% of
the  Restricted  Stock  still  subject  to  restriction  upon  Grantee's  death,
separation  from service due to Disability,  or termination of employment by the
Company  without  Cause which occurs on or prior to December  31,  2006.  If the
Grantee ceases to be employed by the Company (or any Parent or  Subsidiary)  for
any other reason at any time prior to the vesting dates, the unvested Restricted
Stock shall automatically be forfeited upon such cessation of service.

     4.  Compliance  with Laws and  Regulations.  The  issuance  and transfer of
Shares  shall be subject to  compliance  by the Company and the Grantee with all
applicable  requirements of securities laws and with all applicable requirements
of any  stock  exchange  on which the  Shares  may be listed at the time of such
issuance  or  transfer.  The  Grantee  understands  that the Company is under no
obligation  to register or qualify the Shares with the  Securities  and Exchange
Commission  ("SEC"),  any state  securities  commission or any stock exchange to
effect such compliance.

     5. Tax Withholding.

     (a) The Grantee  agrees that,  subject to clause 5(b) below,  no later than
the date as of which the  restrictions on the Restricted  Stock shall lapse with
respect to all or any of the  Restricted  Stock covered by this  Agreement,  the
Grantee  shall pay to the  Company  (in cash or to the extent  permitted  by the
Committee,  Shares  held by the  Grantee  whose  Fair  Market  Value  on the day
preceding  the date the  Restricted  Stock  vests is equal to the  amount of the
Grantee's minimum tax withholding  liability) any federal,  state or local taxes
of any  kind  required  by law to be  withheld,  if  any,  with  respect  to the
Restricted  Stock for which the  restrictions  shall  lapse.  The Company or its
affiliates  shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to the Grantee any federal, state or local
taxes of any kind  required by law to be withheld  with respect to the shares of
Restricted Stock.

     (b) If the Grantee  properly  elects,  within thirty (30) days of the Grant
Date, to include in gross income for federal income tax purposes an amount equal
to the Fair Market Value as of the Grant Date of the  Restricted  Stock  granted
hereunder  pursuant to Section  83(b) of the Internal  Revenue Code of 1986,  as
amended,  the  Grantee  shall pay to the  Company,  or make  other  arrangements
satisfactory  to the  Committee to pay to the Company in the year of such grant,
any federal,  state or local taxes  required to be withheld with respect to such
Shares.  If the  Grantee  fails  to  make  such  payments,  the  Company  or its
affiliates  shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to the

<PAGE>

Grantee any federal, state or local taxes of any kind required by law to be
withheld with respect to such Shares.

     6. No Right to Continued  Employment.  Nothing in this  Agreement  shall be
deemed by  implication or otherwise to impose any limitation on any right of the
Company or any of its  affiliates to terminate  the Grantee's  employment at any
time, in the absence of a specific written agreement to the contrary.

     7.  Representations  and Warranties of Grantee.  The Grantee represents and
warrants to the Company that:

     (a) Agrees to Terms of the Plan.  The  Grantee  has  received a copy of the
Plan and has read and understands the terms of the Plan and this Agreement,  and
agrees to be bound by their terms and conditions.  The Grantee acknowledges that
there may be adverse tax  consequences  upon the vesting of Restricted  Stock or
disposition of the Shares once vested, and that the Grantee should consult a tax
adviser prior to such time.

     (b) Cooperation.  The Grantee agrees to sign such additional  documentation
as may reasonably be required from time to time by the Company.

     8. Adjustment Upon Changes in  Capitalization.  In the event of a Change in
Capitalization, the Committee may make appropriate adjustments to the number and
class of shares  relating to Restricted  Stock as it deems  appropriate,  in its
sole  discretion,  to preserve  the value of this Award in  accordance  with the
terms of the Plan.

     9. Governing  Law;  Modification.  This Agreement  shall be governed by the
laws of the State of Maryland  without regard to the conflict of law principles.
The Agreement may not be modified except in writing signed by both parties.

     10.  Defined  Terms.  Except as otherwise  provided  herein,  or unless the
context  clearly  indicates  otherwise,  capitalized  terms used but not defined
herein have the definitions as provided in the Plan. The terms and provisions of
the  Plan  are  incorporated  herein  by  reference,   and  the  Grantee  hereby
acknowledges  receiving  a copy of the  Plan.  In the  event  of a  conflict  or
inconsistency between the discretionary terms and provisions of the Plan and the
provisions of this Agreement, this Agreement shall govern and control.

     11.  Miscellaneous.  The  masculine  pronoun shall be deemed to include the
feminine, and the singular number shall be deemed to include the plural unless a
different meaning is plainly required by the context.


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date first above written.

                                    CRIIMI MAE Inc.



                                    By:/s/Mark Jarrell
                                    ----------------------------------------
                                    Name:  Mark Jarrell
                                    Title: President and Chief Operating
                                             Officer


                                    /s/Cynthia O. Azzara
                                    ----------------------------------------
                                    Grantee


</TEXT>
</DOCUMENT>
