CRIIMI MAE INC
CONSENT AGREEMENT AND RELEASE BLH 0803
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>cont_rel-agmt0803.txt
<DESCRIPTION>CONSENT AGREEMENT AND RELEASE BLH 0803
<TEXT>


                                                                Exhibit 10.10


                        CONSULTING AGREEMENT AND RELEASE

     THIS CONSULTING AGREEMENT ("Consulting  Agreement" or "Agreement")) is made
and entered into  effective as of the 25th day of August,  2003 at 5:30 P.M. EST
("Effective Date"), by and between CRIIMI MAE, Inc., a Maryland corporation (the
"Company") and Brian L. Hanson ("Consultant").

                              W I T N E S S E T H:
                              -------------------

     WHEREAS,  Consultant  previously  served as a Senior Vice  President of the
Company (the "Employment"); and

     WHEREAS,  the Company  desires to secure the  services of  Consultant  as a
consultant on the terms and conditions herein provided.

     NOW, THEREFORE, for and in consideration of the mutual promises,  covenants
and obligations contained herein, the Company and Consultant agree as follows:


1.   RETENTION OF CONSULTANT
     Company  hereby  engages the services of Consultant  to provide  consulting
services as described herein.

2.   TERM

     This  Consulting  Agreement shall commence on the Effective Date and end on
the  earlier  of:  (A)  December  31,  2003;  (B)  thirty  (30)  days  after the
commencement of employment of the Company's new head of asset management; or (C)
a  material  breach  by  Consultant  or  Company  in the  performance  of  their
respective  duties  under this  Consulting  Agreement  which goes  uncured for a
period of five (5) business  days after  written  notice of such breach has been
delivered (the "Consulting Period").

3.   OBLIGATIONS OF CONSULTANT

     A.  Consultant's  duties and powers shall  include such  projects as may be
reasonably requested by the Company and which are reasonably consistent with his
duties and responsibilities as existed with the Company immediately prior to the
termination  of  Consultant's  Employment as an executive  with the Company (the
"Services").  Consultant  shall work on a full-time  basis during the Consulting
Period. Consultant will use reasonable diligence in performing the Services.

     B. Consultant shall meet with and advise Company on matters relating to the
Services at such times as reasonably requested by the Company.



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4.   COMPENSATION
     During the  Consulting  Period,  the Company  shall pay to  Consultant,  in
consideration of his Services and the Release contemplated  hereunder, a monthly
consulting  fee in an amount  equal to $30,000  (pro-rated  for  partial  months
during the  Consulting  Period based on the business  days worked by  Consultant
during such month over the number of business  days in such month) (the  "Fee").
The Fee for any month shall be paid on the last day of such  month.  In addition
to the Fee,  Consultant  shall be  entitled to  business  expense  reimbursement
during  the  Consulting   Period  in  accordance   with  the  business   expense
reimbursement policy of the Company as it may exist from time to time.

5.   RELATIONSHIP OF PARTIES
     In performing services hereunder,  Consultant will at all times and for all
purposes,  constitute an independent contractor and not an employee,  officer or
agent of the Company or any of its subsidiaries or affiliates.  In no event will
Consultant be, or represent himself to be, an officer,  employee or agent of the
Company or any subsidiary or affiliate of the Company nor will Consultant  bind,
or attempt to bind, the Company or any subsidiary or affiliate of the Company to
any contract, agreement, liability or obligation of any nature. The Company will
not be required to provide any Company  benefits to Consultant which it provides
to its  employees  including  without  limitation  retirement  plans,  insurance
programs and vacation  whether or not Consultant is determined to actually be an
employee  by any agency,  court or tribunal  during the  Consulting  Period.  In
addition, unless otherwise determined by the Company, the Company shall be under
no obligation to withhold any taxes or other amounts to be paid to Consultant in
the form of Fees for his service as a consultant.

6.   NOTICE AND PAYMENT
     A. Any  notice  required  to be given  under the  terms of this  Consulting
Agreement shall be in writing and delivered  personally to the other  designated
party at the above stated  address or mailed by  certified,  registered  (return
receipt requested) or by Federal Express.

     B. Either  party may change the address to which notice or payment is to be
sent by written notice to the other under any provision of this paragraph.


7.   JURISDICTION/DISPUTES
     This Consulting  Agreement shall be governed in accordance with the laws of
the State of Maryland  without  giving  effect to that  state's  conflict of law
principles.  Any  controversy  or  claim  arising  out of or  relating  to  this
Agreement,  or the breach  thereof,  shall be settled by binding  arbitration in
Montgomery County,  Maryland in accordance with the Commercial Arbitration Rules
of the American  Arbitration  Association.  Either party may provide the other a
written request for binding arbitration ("Request for Arbitration"). Arbitration
shall commence within thirty days of the date of the Request for Arbitration.  A
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. The arbitrator or arbitrators shall be
deemed to possess the powers to issue mandatory orders and restraining orders in
connection with such arbitration. The expenses of the arbitration shall be borne
equally by the parties to the  arbitration,  provided  that each party


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shall  pay for and  bear  costs  of its own  experts  and  counsel's  fees;
provided,  that,  the  arbitrator  shall  have the  right to  award  payment  of
reasonable legal fees and expenses to the prevailing party in such arbitration.

8.   CONSULTING AGREEMENT BINDING ON SUCCESSORS
     The provisions  herein shall be binding upon and shall inure to the benefit
of the Parties hereto, their heirs, administrators, and permitted successors and
assigns.

9.   ASSIGNABILITY
     The rights and obligations hereunder may not be assigned by any act without
the prior written consent of the other Party hereto.

10.  WAIVER
     No  waiver by either  Party of any  default  shall be deemed as a waiver of
prior or subsequent  default of the same or other  provisions of this Consulting
Agreement.

11.  SEVERABILITY
     If any term, clause or provision hereof is held invalid or unenforceable by
a court of competent jurisdiction, such invalidity shall not affect the validity
or operation  of any other term,  clause or  provision  and such  invalid  term,
clause  or  provision  shall  be  deemed  to be  severed  from  this  Consulting
Agreement.

12.  INTEGRATION
     This  Consulting  Agreement  constitutes  the entire  understanding  of the
Parties and is intended as a final expression of their agreement with respect to
the subject matter hereof. It shall not be modified or amended except in writing
signed by the  Parties  hereto and  specifically  referring  to this  Consulting
Agreement.

13.  COUNTERPARTS
     This Consulting Agreement may be executed in one or more counterparts, each
of which  shall be  deemed to be an  original,  but all of which  together  will
constitute one and the same agreement.

14.  JOINT DRAFTING
     The Parties  acknowledge  and agree that this Agreement was jointly drafted
by the  Company on the one side and by  Consultant  on the other side and in the
case of any ambiguity  contained in this Agreement,  such ambiguity shall not be
interpreted against the drafter.

15.  NO WARRANTIES; LIMITATION ON LIABILITY OF CONSULTANT
     The  Parties  acknowledge  and  agree  that  Consultant  does  not make any
warranty,  express  or  implied,  with  respect  to  the  Services  rendered  by
Consultant or the results  obtained  from work  performed by  Consultant.  In no
event  shall  Consultant  be liable for  consequential,  incidental,  special or
indirect  damages,  or for acts of negligence which are not intentional or gross
in  nature,  regardless  of  whether  either  party  has  been  advised  of  the
possibility  of such  damages.  If  Consultant  is  adjudicated  by a  court  of
competent  jurisdiction and found to have engaged in gross


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negligence or willful or intentional misconduct, Company hereby agrees that
Consultant's liability hereunder for damages,  regardless of the form of action,
shall not exceed the total  amount of the Fees  actually  paid by the Company to
Consultant under the terms of this Consulting  Agreement.  Company hereby agrees
that any  breach  by  Consultant  of this  Agreement  shall not be the basis for
Company  to claim  any  right to refuse to  perform  its  obligations  under the
Employment  Agreement,  dated July 25, 2001,  between CRIIMI and Executive as it
has been  amended  from  time to time  (the  "Employment  Agreement"),  and that
Company shall not be entitled by reason of Consultant's breach hereunder to take
or claim any setoff or recoupment  against any rights which  Consultant may have
under the terms of the Employment Agreement.

16.  RELEASE
     Consultant hereby  acknowledges that the termination of his employment with
the Company was due to the failure of the parties to reach a mutual agreement on
an extension of the Term (as defined in the  Employment  Agreement)  thereof and
was  not a  wrongful  termination  by  the  Company  and  its  affiliates  or by
Consultant.  In  consideration  of the  benefits  provided  in  this  Agreement,
including,  without  limitation,  payment of the Fees,  Consultant agrees to the
limited release of the Company and its respective  current and former  officers,
directors,  shareholders,  employees,  representatives,   heirs,  attorneys  and
agents, as well as its respective predecessors, parent companies,  subsidiaries,
affiliates  divisions,  successors and assigns and their respective  current and
former officers, directors, shareholders, employees, representatives,  attorneys
and agents (the "Released Parties") from all claims, liabilities,  and causes of
action which  Consultant  had, now has or may have against the Released  Parties
related to his employment and the termination thereof and arising under: (i) any
claim,  tort or cause of action for wrongful or unlawful  discharge or demotion,
violation  of public  policy,  invasion of  privacy,  intentional  or  negligent
infliction  of  emotional  distress,  defamation,  unlawful  effort  to  prevent
employment,  discrimination  on the basis of race,  color, sex, national origin,
ancestry,  religion,  age,  disability,  handicap,  medical condition or marital
status;  (ii) Title VII of the Civil Rights Act of 1964,  as amended;  (iii) The
National Labor Relations Act, as amended; (iv) The Civil Rights Act of 1991; (v)
Sections  1981 through 1988 of Title 42 of the United  States Code,  as amended;
(vi) The  Immigration  Reform Control Act, as amended;  (vii) The Americans With
Disabilities  Act  of  1990,  as  amended;  (viii)  The  Age  Discrimination  in
Employment Act of 1967, as amended; (iv) The Occupational Safety and Health Act,
as  amended;  (x) The  Family  and  Medical  Leave  Act of 1993;  (xi)  Maryland
Occupational  Health and Safety Laws;  (xii) Maryland Fair  Employment  Practice
Act; and (xiii)  Montgomery County  Discrimination  Laws. This release shall not
include any claim arising under any national,  state or local  statute,  law, or
ordinance other than those herein delineated, and shall specifically exclude any
claims,  liabilities,  causes of  action or  attorneys'  fees  arising  from the
Company's  obligations  under the Employment  Agreement  including  Consultant's
right to receive all wages and benefits  thereunder,  Consultant's  rights under
the  Employee   Retirement  Income  Security  Act  of  1974,  as  amended,   and
Consultant's  rights to receive all  insurance,  including  indemnification  and
defense rights and benefits he is eligible to receive.  This limited  release is
solely for the benefit of the  Released  Parties and shall in no way release any
rights or benefits to which  Consultant may be entitled from any other entity or
person.


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                   [the next page is the signature page]


























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<PAGE>



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

                                        CRIIMI MAE, INC.
                                        11200 Rockville Pike
                                        Rockville, Maryland, 20852


                                        By:/s/Barry S. Blattman
                                           -----------------------------------
                                           Barry S. Blattman
                                           Chairman of the Board, Chief
                                             Executive Officer and President


                                           /s/Brian L. Hanson
                                           ----------------------------------
                                           Brian L. Hanson
                                           18522 Viburnum Way
                                           Olney, Maryland 20832














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</TEXT>
</DOCUMENT>
