EXHIBIT 10.4

                               CRIT SPECIAL, INC.

                            ARTICLES OF INCORPORATION

                                    ARTICLE I
                                      NAME

         1.       Name. The name of the Corporation is CRIT Special, 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  sole  member  of,  and to have the
entire  membership  interest in, CRIT-NC II, LLC, a Delaware  limited  liability
company (the "LLC"),  in  accordance  with the  provisions  hereof and the LLC's
Operating  Agreement,  which by its terms  limits the business of the LLC 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 LLC 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 LLC'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 LLC to have any  indebtedness  other
than the following:  (i) the Mortgage,  (ii) any other  indebtedness  the LLC is
permitted to have under the Mortgage, and (iii) normal trade accounts payable in
the ordinary course of the LLC'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 LLC 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 LLC),  or that
acquires  by  conveyance  or  transfer  the  properties  and  assets  of the LLC
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 LLC'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 LLC 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 LLC to  voluntarily
commence a case with respect to the LLC, 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 LLC's  Certificate  of Formation or  Operating  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:

         Number of Shares    Class Designation    Par Value Per Share
         ----------------    -----------------    -------------------
         5,000               Common               no par value




                                      -3-
<PAGE>

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



                                      -4-
<PAGE>

         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.

         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



                                      -5-
<PAGE>

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.

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



                                      -6-
<PAGE>

                  (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.

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



                                      -7-
<PAGE>

                  (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.

                  (d)      "person   or   entity"   includes   any   individual,
corporation, partnership, limited liability company, joint venture, association,
joint stock company,  trust (including any



                                      -8-
<PAGE>

beneficiary thereof),  unincorporated organization,  government or any agency or
political subdivision thereof.

         7.3      Actions  with  Respect to LLC.  For so long as any  obligation
secured  by  the  Mortgage  remains  outstanding  and  not  paid  in  full,  the
Corporation  shall cause the LLC's Operating  Agreement to include  separateness
covenants  with regard to the LLC 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):



Heatherwood Apartments
5931 Providence Road
Charlotte, NC  28226


Summerwalk Apartments
500 Summerlake Drive
Concord, NC  28205


                                      -10-