Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into by and among CRIIMI MAE Inc. (“the Company”), a Maryland corporation, CRIIMI MAE Management, Inc. (“the Company”), a Maryland corporation, and                    (“the Executive”) and shall be effective as of January     , 2005 (the “Effective Date”).

1.              Term .  This Agreement shall be effective for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date, subject to earlier termination in accordance with the terms of this Agreement (the “Term”).  The Term shall be automatically renewed for a three-year period upon the occurrence of a Change in Control (as defined below).

2.              Change in Control Benefits .

(a)            If within two years of a Change in Control the Executive’s employment with the Company is terminated by the Company without Cause (as defined below) or by the Executive for Good Reason (as defined below), the Company shall be relieved of any further salary or compensation payments to the Executive other than the payment of accrued but unpaid salary and vacation benefits.  Notwithstanding the preceding sentence, in return for the execution and delivery by the Executive of a general release and waiver of claims in favor of the Company and its affiliates, the Executive shall promptly receive from the Company a lump sum severance payment (subject to appropriate payroll and tax withholding and deductions) equal in amount to $                      .

(b)            Notwithstanding the preceding paragraph, immediately upon a Change in Control, any equity awards granted to the Executive that have not yet become vested, exercisable or unrestricted (as applicable) as of the date of such Change in Control shall become vested, exercisable or unrestricted (as applicable, and subject to appropriate withholding and deductions).

(c)            The foregoing severance payment and benefits shall be in lieu of any other severance payment or severance benefit (other than the payment of accrued but unpaid salary and vacation benefits) under any plan, policy or practice of the Company or under any employment agreement, employment letter, severance agreement or other understanding between the Company and the Executive (collectively, any “Other Agreement”).  If it shall be determined that any payment or benefit provided to the Executive would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and would be subject to the excise tax imposed by Section 4999 of the Code, then the cash payment provided to the Executive hereunder shall be reduced such that, after the deduction of appropriate payroll and tax withholding (including any such excise tax) from all “parachute payments” (as defined in the Code) provided to the Executive, the Executive shall receive aggregate payments and benefits with the greatest net present value.

1

(d)            The termination of the Executive’s employment with the Company shall not affect any of the Executive’s obligations that may arise under Paragraph 3 below.

3.              Nonsolicitation, Developments, Nondisparagement and Confidentiality .  In consideration for the benefits provided pursuant to this Agreement, the Executive agrees:

(a)            During the Term and for a period of two years following the termination of the Executive’s employment with the Company, he will not, directly or indirectly, (i) induce or attempt to induce, any employees or agents of the Company and/or any of its affiliates to do anything from which the Executive is restricted by reason of this Agreement, or (ii) offer or aid others to offer employment to any employees or agents of the Company and/or any of its affiliates.

(b)            The Executive and the Company agree that, during the Term and following the termination of the Term, neither party will disparage the other, including the Company’s affiliates, products, services, customers, clients, counterparties, officers, directors, employees, former employees, representatives and agents, in any way whatsoever.

(c)            All data, concepts, ideas, designs, findings, discoveries, inventions, improvements, advances, methods, formulas, plans, programs (computer or otherwise), practices, techniques, developments and relationships with customers and prospective customers relating in any way to the present products, services, or business of the Company (collectively “Developments”) that the Executive may conceive, make, invent or suggest during or as a result of his employment by the Company, whether acting alone or in conjunction with others, shall be the sole and absolute property of the Company free of any rights of any kind on the part of the Executive.  The Executive shall promptly make full disclosure of all Developments to the Company.  The Executive agrees to do all acts and things (including, among others, the execution and delivery of patent and copyright applications and instruments of assignment) deemed by the Company to be necessary or desirable at any time in order to effect the full assignment to the Company of his rights, if any, to such Developments.

(d)            The Executive recognizes that, in connection with his employment by the Company, he may learn of, and/or it may be desirable or necessary for the Company to disclose to him oral or written confidential information (“Confidential Information”).  The Executive understands that Confidential Information is valuable and proprietary to the Company (or to third parties that have entrusted the Confidential Information to the Company).  The Executive agrees that, except as required by his employment with the Company or by order of a court of competent jurisdiction, he will not at any time, directly or indirectly, use, publish, communicate, describe, disseminate, or otherwise disclose Confidential Information to any person or entity without the express prior written consent of the Company.  The term Confidential Information shall include, but shall not be limited to:  (i) customer and client lists, asset lists, lists of potential customers, clients or properties and details of agreements with customers or regarding assets; (ii) acquisition, expansion, marketing, financial and other business information and plans of the Company; (iii) research and development; (iv) data compiled by the Company; (v) computer programs; (vi) sources of supply; (vii) Confidential Information developed by specialized consultants or contractors for the Company; (viii) purchasing, operating, servicing and other cost

2

data; (ix) special customer needs, cost and pricing data; and (x) employee information (including, but not limited to, personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals, memoranda, projections, minutes, plans, drawings, designs, formula books, specifications, computer programs and records, whether or not legended or otherwise identified by the Company as Confidential Information, as well as such information that is the subject of meetings and discussions and not recorded.  Confidential Information shall not include such information that is generally available to the public (other than as a result of a disclosure by the Executive) or that is disclosed to the Executive by a third party under no obligation to keep such information confidential.

(e)            Upon the termination of the Executive’s employment with the Company or upon the Company’s request prior to such termination, whichever is sooner, the Executive shall immediately deliver to the Company all plans, designs, listings, manuals, records, notebooks, and similar repositories of or containing Confidential Information or other documents and data relating to the Company’s products, services, or business then in the Executive’s possession or control or available from other persons receiving such documents from the Executive, whether prepared by the Executive or others.  The Executive shall not retain any copies or abstracts of any such documents.  Upon the termination of the Executive’s employment with the Company, the Executive shall immediately deliver to the Company all the Company property in his possession or control including, but not limited to, computer(s) and office equipment.

(f)             Any substantial or material breach by the Executive of any