EXHIBIT 10.8

                            CAC SPECIAL GENERAL, INC.


                            ARTICLES OF INCORPORATION


                                    ARTICLE I
                                      NAME

         1. Name. The name of the Corporation is CAC Special General, Inc.



                                   ARTICLE II
                                     PURPOSE

         2. Purpose.  Notwithstanding any provision hereof to the contrary,  the
following shall govern: The business, operations and purposes of the Corporation
are limited solely to the following:

            (a) To  serve  as the  general  partner  of,  and to have a  general
partnership interest in, CAC Limited Partnership, a Virginia limited partnership
(the   "Partnership"),   in  accordance  with  the  provisions  hereof  and  the
Partnership's  Limited  Partnership  Agreement,  which by its terms  limits  the
business of the Partnership to the ownership,  operation and management of those
certain parcels of real property listed on Schedule A hereto,  together with all
improvements located thereon  (collectively,  the "Properties"),  and limits the
indebtedness  of the  Partnership  to a first lien  mortgage  on the  Properties
arising from financing by First Union National Bank (the "Mortgage"),  any other
indebtedness  permitted under the Mortgage, and normal trade accounts payable in
the ordinary course of the Partnership's business; and

            (b) To exercise all powers that are enumerated in the Virginia Stock
Corporation  Act  and  that  are  necessary  or  convenient  for  the  business,
operations or purposes of the Corporation as set forth herein.

  <PAGE>

                                   ARTICLE III
                                  PROHIBITIONS

         3. Certain Prohibited Activities.  Notwithstanding any provision hereof
to the contrary, the following shall govern:

            (a) For so long as any  obligation  secured by the Mortgage  remains
outstanding and not paid in full, the Corporation's  indebtedness  shall consist
only of indebtedness it is permitted to have under the Mortgage and normal trade
accounts payable in the ordinary course of business,  and the Corporation  shall
not cause or permit  the  Partnership  to have any  indebtedness  other than the
following:  (i) the Mortgage,  (ii) any other  indebtedness  the  Partnership is
permitted to have under the Mortgage, and (iii) normal trade accounts payable in
the ordinary course of the Partnership's business.

            (b) The Corporation  shall not consolidate or merge with or into any
other entity,  or convey or transfer its properties and assets  substantially as
an entirety to any entity, unless:

                (i) the  entity  that is formed  upon such  consolidation,  that
survives  such  merger  (if other than the  Corporation),  or that  acquires  by
conveyance   or  transfer  the   properties   and  assets  of  the   Corporation
substantially  as an entirety,  shall:  (A) be organized and existing  under the
laws of the United  States of America or any State or the  District of Columbia,
(B) include in its  organizational  documents the same  limitations set forth in
this Article III and in Article VII (Separateness Covenants),  and (C) expressly
assume the due and timely performance of the Corporation's obligations; and

                (ii)  immediately  after giving effect to such  transaction,  no
default or event of default will have occurred  under any agreement to which the
Corporation is a party.

            (c) The  Corporation  shall not cause or permit the  Partnership  to
consolidate or merge with or into any other entity, or to convey or transfer its
properties and assets substantially as an entirety to any entity, unless:

                                      -2-
<PAGE>

                (i) the  entity  that is formed  upon such  consolidation,  that
survives  such  merger  (if other than the  Partnership),  or that  acquires  by
conveyance   or  transfer  the   properties   and  assets  of  the   Partnership
substantially  as an entirety,  shall:  (A) be organized and existing  under the
laws of the United  States of America or any State or the  District of Columbia,
(B) include in its  organizational  documents the same  limitations set forth in
this Article III and in Article VII (Separateness Covenants),  and (C) expressly
assume the due and punctual performance of the Partnership's obligations; and

                (ii)  immediately  after giving effect to such  transaction,  no
default or event of default will have occurred  under any agreement to which the
Partnership is a party.

            (d) For so long as any  obligation  secured by the Mortgage  remains
outstanding  and not  paid in full,  the  Corporation  shall  not,  without  the
unanimous consent of the Board of Directors (i) voluntarily commence a case with
respect to itself, as debtor,  under the Federal  Bankruptcy Code or any similar
federal or state statute; or (ii) cause or permit the Partnership to voluntarily
commence a case with respect to the  Partnership,  as debtor,  under the Federal
Bankruptcy  Code or any  similar  federal or state  statute.  For so long as any
obligation secured by the Mortgage remains  outstanding and not paid in full, no
material  amendment to these Articles of Incorporation  or to the  Corporation's
Bylaws may be made  without  the prior  approval  of the  mortgagee  holding the
Mortgage,  and the Corporation shall not cause or permit any material  amendment
to be made to the  Partnership's  Certificate of Limited  Partnership or Limited
Partnership  Agreement  without the prior approval of the mortgagee  holding the
Mortgage.

                                   ARTICLE IV
                                AUTHORIZED SHARES

         4.1.  Number and  Designation.  The number of shares the Corporation is
authorized to issue is set forth below,  together with the  designation  thereof
and the par value per share:

                                      -3-
<PAGE>

           Number of Shares     Class Designation      Par Value Per Share
           ----------------     -----------------      -------------------

           5,000                Common                 no par value


         4.2 Preemptive  Rights. No holder of outstanding  shares shall have any
preemptive  right  with  respect  to:  (a)  any  shares  of  any  class  of  the
Corporation,  whether now or hereafter authorized;  (b) any warrants,  rights or
options to purchase any such shares; or (c) any obligations convertible into any
such shares or into warrants, rights or options to purchase any such shares.

         4.3 Voting and  Distributions.  The holders of the Common  Shares shall
have unlimited  voting rights and shall be entitled to receive the net assets of
the Corporation upon the liquidation of the Corporation,  its dissolution or the
winding up of its affairs.

                                    ARTICLE V
                       INITIAL REGISTERED OFFICE AND AGENT

         5.1 Initial  Registered  Office.  The initial  registered office of the
Corporation  is  located in the City of  Richmond,  Virginia,  at the  following
address:

                          McGuireWoods LLP
                          One James Center
                          901 East Cary Street
                          Richmond, Virginia  23219


         5.2  Initial  Registered  Agent.  The initial  registered  agent of the
Corporation is Martin B. Richards,  Esquire,  whose business office is identical
with the  initial  registered  office and who is a resident  of  Virginia  and a
member of the Virginia State Bar.

                                   ARTICLE VI
                     LIMIT ON LIABILITY AND INDEMNIFICATION

         6.1 Limit on Liability.  To the maximum  extent that the Virginia Stock
Corporation  Act, as it exists on the date hereof or may  hereafter  be amended,
permits  elimination  of, or  limitations  upon,  the liability of a director or
officer of a corporation,  the directors and officers of

                                      -4-
<PAGE>

the Corporation shall have, as applicable,  no liability or limited liability to
the Corporation or its shareholders.

         6.2 Indemnification, Advancement of Expenses and Related Matters.

            (a)   The   Corporation,    in   accordance   with   the   mandatory
indemnification   provisions  of  the  Virginia  Stock  Corporation  Act,  shall
indemnify a director who entirely  prevails in the defense of any  proceeding to
which he was a party because he is or was a director of the Corporation  against
reasonable  expenses  incurred  by him in  connection  with the  proceeding.  An
officer of the Corporation  shall be entitled to such mandatory  indemnification
to the same extent as a director.

            (b) In addition to any mandatory  indemnification,  the  Corporation
shall  provide the maximum  indemnification  permitted  by law to any  director,
officer,  employee or agent of the Corporation in connection with any proceeding
(including any proceeding by or in the right of the Corporation) that is brought
against such person and that is based on the actions  taken or not taken by such
person on  behalf  of the  Corporation,  or on the  status  of such  person as a
director,  officer,  employee or agent of the Corporation,  except to the extent
that such  person  has  engaged  in (i)  willful  misconduct,  or (ii) a knowing
violation of the criminal law.

            (c) The  provisions  of this Article shall not be deemed to prevent,
deny or limit (i) the  indemnification  or insurance  permitted under applicable
law to the directors,  officers, employees or agents of the Corporation, or (ii)
the authority of the Corporation  under applicable law to advance,  reimburse or
pay expenses for the benefit of any director, officer, employee or agent.

            (d) The  determination  of whether  the  Corporation  is required or
permitted, in a particular case, to indemnify a director,  officer,  employee or
agent (or to provide such person with related advances,  reimbursements or other
payments of expenses) shall be conducted in accordance with Section  13.1-701 of
the Virginia Stock Corporation Act, or any successor provision.

                                      -5-
<PAGE>

         6.3 Mandatory  Subordination.  Notwithstanding  any provision hereof to
the contrary,  the following shall govern:  Any  indemnification  shall be fully
subordinated  to any  obligations of the Corporation in regard to the Properties
and shall not constitute a claim against the  Corporation in the event that cash
flow is insufficient to pay such obligations.

         6.4  Amendments.  No amendment,  modification or repeal of this Article
shall diminish the rights provided  hereunder to any person arising from conduct
or events  occurring  before the  adoption of such  amendment,  modification  or
repeal.

                                   ARTICLE VII
                             SEPARATENESS COVENANTS

         7.1 Separateness Covenants. Notwithstanding any provision hereof to the
contrary,  the following shall govern:  For so long as any obligation secured by
the Mortgage remains  outstanding and not paid in full, in order to preserve and
ensure the Corporation's  separate and distinct corporate identity,  in addition
to the  other  provisions  set forth in these  Articles  of  Incorporation,  the
Corporation   shall  conduct  its  affairs  in  accordance  with  the  following
provisions:

            (a) It shall  establish  and  maintain an office  through  which its
business shall be conducted  separate and apart from those of its parent and any
affiliate and it shall  allocate  fairly and  reasonably any overhead for shared
office space.

            (b) It  shall  maintain  separate  corporate  records  and  books of
account from those of its parent and any affiliate.

            (c) Its Board of Directors shall hold appropriate  meetings,  or act
by unanimous consent,  to authorize all appropriate  corporate actions and shall
observe all corporate formalities in authorizing such actions.

            (d) It shall not  commingle  assets  with those of its parent or any
affiliate.

                                      -6-
<PAGE>

            (e) It shall conduct its own business in its own name.

            (f) It shall maintain financial  statements separate from its parent
and any affiliate.

            (g) It shall pay any  liabilities  out of its own  funds,  including
salaries of any employees, rather than funds of its parent or any affiliate.

            (h) It shall maintain an arm's length  relationship  with its parent
and any affiliate.

            (i) It shall not guarantee or become  obligated for the debts of any
other  person  or  entity  (including,  without  limitation,  its  parent or any
affiliate)  and shall not hold out its credit as being  available to satisfy the
obligations of others.

            (j) It shall use  stationery,  invoices and checks separate from its
parent and any affiliate.

            (k) It shall not  pledge  its  assets  for the  benefit of any other
person or entity (including, without limitation, its parent or any affiliate).

            (l) It shall hold itself out as an entity  separate  from its parent
and any affiliate.

            (m) It shall  not make any  loans or  advances  to any  third  party
(including, without limitation, any affiliate).

            (n) It shall comply with its  obligations  under the  agreements and
instruments evidencing the Mortgage.

                                      -7-
<PAGE>

         7.2  Definitions.  For purpose of this Article VII, the following terms
shall have the indicated meanings:

              (a)  "affiliate"  means,  with  respect to a  specified  person or
entity:

                  (i) any  person  or  entity  directly  or  indirectly  owning,
controlling  or holding,  with power to vote,  ten percent  (10%) or more of the
outstanding voting securities or interests of the specified entity;

                  (ii) any person or entity ten  percent  (10%) or more of whose
outstanding  voting securities are directly or indirectly  owned,  controlled or
held, with power to vote, by the specified person or entity;

                  (iii) any person or entity directly or indirectly controlling,
controlled by or under common control with the specified person or entity;

                  (iv) any officer,  director or partner of the specified person
or entity;

                  (v) if the specified person or entity is an officer,  director
or partner,  any company  for which the  specified  person or entity acts in any
such capacity; and

                  (vi) any close relative or spouse of the specified person.

              (b) "control" means the possession, directly or indirectly, of the
power to direct or cause the  direction  of the  management  and  policies  of a
person or entity, whether through ownership of voting securities, by contract or
otherwise.

              (c)  "parent"  means,  with  respect to a  corporation,  any other
corporation owning or controlling,  directly or indirectly,  fifty percent (50%)
or more of the voting shares of such corporation.

                                      -8-
<PAGE>

              (d)  "person  or entity"  includes  any  individual,  corporation,
partnership,  limited liability company, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated organization,
government or any agency or political subdivision thereof.

         7.3 Actions with Respect to Partnership.  For so long as any obligation
secured  by  the  Mortgage  remains  outstanding  and  not  paid  in  full,  the
Corporation  shall cause the  Partnership's  Limited  Partnership  Agreement  to
include separateness  covenants with regard to the Partnership that are the same
in all material  respects as the  separateness  covenants  contained herein with
regard to the Corporation.



Dated:   November 29, 2000

                                   By:  /s/ William D. James
                                        ---------------------------------------
                                            William D. James, Incorporator

                                      -9-
<PAGE>

                                   SCHEDULE A
                              (LIST OF PROPERTIES)


The Properties consist of those real properties,  together with all improvements
thereon,  that are located at the following  addresses  (and that are more fully
described in agreements and instruments evidencing the Mortgage):



The Arbors on Forest Ridge
2200 Forest Ridge Drive
Bedford, TX  76021

Brandywine Park (Cutter's Point)
1111 Abrams Road
Richardson, TX  75081

Eagle Crest
4013 West Northgate Drive
Irving, TX  75062

Remington Hills at Las Colinas
1201 Meadow Creek Drive
Irving, TX  75038

Sierra Ridge
1401 Patricia Drive
San Antonio, TX  78213

Timberglen
3773 Timberglen Road
Dallas, TX  75287

Toscana
17910 Kelly Boulevard
Dallas, TX  75287