Exhibit 10.9

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


     This First Amendment to Employment Agreement (the "First Amendment"),  made
and entered into as of the 24th day of July,  2003, is by and among (i) Brian L.
Hanson (the  "Executive") and (ii) CRIIMI MAE Inc., a Maryland  corporation (the
"Company").

                                    RECITALS

     WHEREAS, the Company and the Executive entered into an Employment Agreement
(the "Agreement"), dated as of July 25, 2001;

     WHEREAS, the Agreement currently terminates on July 25, 2003;

     WHEREAS,  the  parties  have not  reached  an  agreement  with  respect  to
continued employment other than as set forth in this First Amendment;

     WHEREAS,  on July 25, 2003,  the Executive  would have been entitled to all
the rights and benefits  provided  under  Section 6.5, to be paid or provided in
accordance  with the terms thereof,  including,  without  limitation,  severance
compensation  equal to his Base Salary then in effect for  eighteen  (18) months
and a payment  equal to the greater of (i) the  Reorganization  Payments or (ii)
all Earned Bonuses;

     WHEREAS,  the parties  wish to afford a time  period to reach an  agreement
with respect to continued  employment  and pursuant to this First  Amendment the
Executive  shall  become  entitled  to the rights and  benefits  provided  under
Section 6.5, to be paid or provided in  accordance  with the terms  thereof,  on
August 25,  2003  rather  than on July 25,  2003,  as set forth in Section  1(b)
below.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:

     1. Amendatory Provisions.

     (a) Section 2 of the  Agreement  is hereby  amended by deleting  the phrase
"until the second  anniversary  thereof" from the first sentence of such section
and inserting in lieu thereof "through August 25, 2003".



     (b) Section 6.5 of the  Agreement is hereby  amended by deleting the phrase
"second  anniversary  of the  commencement  of" from the first  sentence of such
section and inserting in lieu thereof "on August 25, 2003".

     2. Existing Agreement.

     (a) Except as expressly  amended  hereby,  all of the terms,  covenants and
conditions of the Agreement  (i) are ratified and  confirmed;  (ii) shall remain
unamended and not waived; and (iii) shall continue in full force and effect.

     (b) With the exception of changing the date on which the Executive  becomes
entitled to the subject rights and benefits,  execution of this First  Amendment
shall not affect the  Executive's  entitlement  to the rights and  benefits  set
forth in the Employment Agreement,  including,  without limitation,  Section 6.5
(including its subsections).  To avoid ambiguity, the parties hereto acknowledge
and agree that if the  Executive is not an employee of the Company on August 26,
2003, the Executive shall be entitled to receive severance compensation equal to
his Base Salary then in effect for  eighteen  (18) months after August 25, 2003,
payable  semi-monthly,  together  with a payment  within  ninety (90) days after
August 25, 2003 equal to the greater of (i) the Reorganization  Payments or (ii)
all Earned  Bonuses.  Nothing in this First  Amendment,  including the preceding
sentence,  is intended to exclude any other rights and benefits set forth in the
Employment Agreement to which the Executive is entitled.

     3.  Governing Law. This First  Amendment  shall be governed by the internal
laws of the  State of  Maryland  without  giving  effect  to the  principles  of
conflict of laws thereof.

     4.  Counterparts.  This  First  Amendment  may be  executed  in one or more
counterparts, each of which shall be deemed an original, and all of which, taken
together, shall constitute one and the same instrument.

     5.  Severability.  The provisions of this First Amendment and the Agreement
are severable, and if any one or more provisions may be determined to be illegal
or otherwise  unenforceable,  in whole or in part, the remaining  provisions and
any partially  unenforceable  provision to the extent  enforceable  nevertheless
shall be binding and enforceable.

        [Remainder of page intentionally blank; signature pages follow.]








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     IN WITNESS  WHEREOF,  the  Company has caused  this First  Amendment  to be
executed by its duly  authorized  officer and the  Executive  has executed  this
First Amendment as of the date and year first above written.

                                 CRIIMI MAE INC.,
                                  a Maryland corporation



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


                    Signatures Continue on the Following Page










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                                       EXECUTIVE


                                       /s/Brian L. Hanson
                                       -------------------------------
                                       Brian L. Hanson









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