EXHIBIT 10.21

LOAN NO.: 26-5950380                                    THE MAYFLOWER APARTMENTS
                                                        VIRGINIA BEACH, VIRGINIA

                         RECEIPT AND CLOSING CERTIFICATE

                            Dated: December 12, 2000

         In  connection   with  the  extension  by  FIRST  UNION  NATIONAL  BANK
("Lender"),  to CRIT-VA,  INC.,  a Virginia  corporation  ("Borrower"),  of that
certain first priority loan in the original principal amount of Ten Million Five
Hundred  Thousand and No/100 Dollars  ($10,500,000.00)  (the "Loan") pursuant to
the terms of that  certain  Loan  Application  dated  October 23,  2000,  by and
between Lender and Cornerstone Realty Income Trust, Inc., a Virginia corporation
(the  "Application")  which Loan  relates to and is secured by that certain real
property  situated in the Virginia Beach,  Commonwealth of Virginia,  as is more
particularly  described on Exhibit A attached hereto and incorporated  herein by
this reference,  together with the buildings,  structures and other improvements
now or hereafter located thereon (said real property, buildings,  structures and
other   improvements   being  hereinafter   collectively   referred  to  as  the
"Property"),  and by the limited guaranty of certain of Borrower's obligation by
CORNERSTONE  REALTY INCOME  TRUST,  INC., a Virginia  corporation  ("Guarantor")
pursuant to an Indemnity  and Guaranty  Agreement  and  Environmental  Indemnity
Agreement, each dated December 12, 2000, Borrower hereby agrees as follows:

                  1.  Borrower hereby certifies to Lender as follows:

                  a.  Borrower  has  received  from  Lender,   without   offset,
counterclaim or defense, the entire Ten Million Five Hundred Thousand and No/100
Dollars  ($10,500,000.00)  of loan proceeds  under the  Application,  which loan
proceeds  were  directed  by Borrower  to the  Account of Union  Commerce  Title
Company,  LLC (the  "Disbursing  Agent"),  for  application  as set forth in the
Disbursement  Authorization  signed  by  Borrower,  a copy of which is  attached
hereto as Exhibit B and incorporated herein by this reference.

                  b. The undersigned is an officer of Borrower,  with full power
and  authority  to execute  this  Receipt and Closing  Certificate  on behalf of
Borrower.

                  c. No Event of Default  exists  under the Loan  Documents  (as
hereinafter  defined)  executed by Borrower  or the  Guarantor  and no event has
occurred which with the giving of notice or the passage of time, or both,  could
constitute an Event of Default under the Loan Documents.

                  d. Since the date of the  Application,  no material portion of
the  Property  has been  damaged  and not  repaired  and  restored  to  Lender's
satisfaction or been taken in condemnation or other similar proceedings,  and no
such proceeding is pending. Since the date of

<PAGE>

the Application,  there has been no structural change in the physical  condition
of any portion of the  Property  other than those  changes  actually  discovered
during the course of Property inspections by Lender.

                  e. Neither the Borrower nor the Borrower's general partner, or
Guarantor  is  the  subject  of any  bankruptcy,  reorganization  or  insolvency
proceeding.

                  f. Since the date of the Application,  no materials containing
more than 1% asbestos,  toxic waste or other hazardous substance has been placed
on or discovered on the  Property,  except those used in the ordinary  course of
the  business  conducted  on the  Property  and in  compliance  with  applicable
environmental laws.

                  g.  Since the date of the  Application,  no  material  adverse
change has occurred in the current net operating income for the Property.

                  2. Borrower  agrees that,  in connection  with the closing and
disbursement  of the Loan, from and after the date upon which the Loan Funds are
placed on the wire by Lender in  accordance  with the wire  instructions  of the
Disbursing Agent for Borrower and Lender,  the full amount of the Loan thereupon
shall be deemed to be disbursed to Borrower and evidenced by the Promissory Note
executed  by  Borrower  in  evidence  of the Loan (the  "Note")  and shall  bear
interest at the rate provided in the Note.

                  3. Borrower agrees that in the event Lender decides to include
the   Loan  as  an  asset  of  a   securitization,   Borrower,   prior  to  such
securitization,  will (i)  deliver  any  documents  and  information  reasonably
required by the rating agencies  engaged in connection with such  securitization
(collectively,  the "Rating  Agency") in connection  with such a  securitization
provided,  that,  Borrower  shall not be required to incur any material  cost or
expense, (ii) at Lender's request, meet at the Property or at Borrower's offices
with representatives of the Rating Agency to discuss the business and operations
of the Property,  and (iii) cooperate with any reasonable requests of the Rating
Agency,  provided  that it is at no  cost to the  Borrower  or  Lender.  Without
limiting the foregoing,  in connection  with the sale,  transfer and delivery of
the Loan  Documents to one or more investors in the secondary  mortgage  market,
Lender  may  retain  or  assign  responsibility  for  servicing  the Loan or may
delegate some or all of such  responsibility  and/or  obligations to a servicer,
including,  but not limited to, any subservicer or master servicer, on behalf of
the investors.

                  4. If  Lender  determines  at any  time to sell,  transfer  or
assign the Note, the mortgage, deed of trust or deed to secure debt securing the
Note (the  "Security  Instrument")  and other Loan  Documents (as defined in the
Security  Instrument),  and any or all servicing rights with respect thereto, or
to  grant  participations  therein  (the  "Participations")  or  issue  mortgage
pass-through  certificates or other securities  evidencing a beneficial interest
in a rated or unrated public offering or private  placement (the  "Securities"),
Lender  may  forward  to  each  purchaser,   transferee,   assignee,   servicer,
participant,  investor,  or their respective  successors in such  Participations
and/or  Securities  (collectively,  the "Investors") or any Rating Agency rating
such  Securities,   each  prospective  Investor  and  each  of  the  foregoing's
respective  counsel,  all documents and information  which Lender now has or may
hereafter acquire relating to the Debt (as defined in the Security  Instrument),
and to Borrower,  any guarantor,  any  indemnitor and the Property,  which shall
have been  furnished by Borrower,  any guarantor and any  indemnitor,  as Lender
determines necessary or desirable.

                                       2

<PAGE>


                  5. Borrower and Guarantor each hereby certifies and represents
to Lender that neither Borrower, Guarantor nor any director or executive officer
of Borrower,  Guarantor or Borrower's general partner has ever been convicted of
a felony nor is any criminal felony proceeding  currently pending or to the best
of knowledge of undersigned threatened.

                  6. The  certifications  and agreements  contained herein shall
survive the disbursement and closing of the Loan.

                  7.  Lender  shall  be  entitled  to act in  reliance  upon the
certifications  herein  contained  without  further  inquiry  of  any  kind  and
notwithstanding  anything to the contrary  contained in any other  agreements or
document.

                  8. Borrower hereby  acknowledges  and  understands  that it is
anticipated  that after the closing of the Loan,  the Loan may be sold by Lender
to a third party and, in connection therewith,  all of the documents evidencing,
securing,  guaranteeing and/or relating to the Loan Documents (as defined in the
Security  Instrument) shall be assigned by Lender to said third party.  Borrower
hereby  agrees that,  upon  assignment  of the Loan  Documents by Lender to said
third party as aforesaid,  Lender shall have no obligations or liabilities under
the Loan  Documents,  said third party shall be  substituted as the lender under
the Loan Documents for all purposes and Borrower shall look solely to said third
party  for the  performance  of any  obligations  of the  Lender  under the Loan
Documents  except  with  respect  to  any  liability   incurred  prior  to  such
assignment.

                  9.  Notwithstanding  anything  contained  in this  Receipt and
Closing Certificate to the contrary,  the liability of Borrower and its officer,
directors,   general  partners,   managers,   members  and  principals  for  the
indebtedness  secured hereby and for the  performance  of the other  agreements,
covenants and  obligations  contained  herein and in the Loan Documents shall be
limited as set forth in Section 2.6 of the Note.

             [THE BALANCE OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]

                                       3

<PAGE>



                  IN WITNESS  WHEREOF,  Borrower and Guarantor  have caused this
Receipt  and  Closing  Certificate  to be  executed as of the day and year first
above written.

                                             BORROWER:

                                             CRIT-VA, INC.,
                                             a Virginia corporation

                                             By: /s/ Stanley J. Olander, Jr.
                                                 -------------------------------
                                                 Name:  Stanley J. Olander, Jr.
                                                 Title: Vice President



                                             GUARANTOR:

                                             CORNERSTONE REALTY INCOME TRUST,
                                             INC., a Virginia corporation


                                             By: /s/ Stanley J. Olander, Jr.
                                                 -------------------------------
                                                 Name:  Stanley J. Olander, Jr.
                                                 Title: Executive Vice President


<PAGE>



                                    EXHIBIT A

                                Legal Description

                                    [OMITTED]


<PAGE>



                                    EXHIBIT B

                           Disbursement Authorization

                                    [OMITTED]