EXHIBIT 10.1


                                CRIT-VA II, INC.

                            ARTICLES OF INCORPORATION

                                    ARTICLE I
                                      NAME

          1. Name. The name of the Corporation is CRIT-VA II, 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 acquire from Cornerstone  Realty Income Trust, Inc., a
Virginia  corporation,  those certain parcels of real property listed in Article
VIII hereof,  together with all improvements located thereon (collectively,  the
"Properties");

                   (b) To own, hold, sell,  assign,  transfer,  operate,  lease,
mortgage, pledge and otherwise deal with the Properties; and

                   (c)  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.

                                   ARTICLE III
                                  PROHIBITIONS

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


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                  (a) The indebtedness of the Corporation  shall consist only of
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 business.
For so long as any obligation  secured by the Mortgage  remains  outstanding and
not paid in full,  the  Corporation  shall not incur,  assume,  or guaranty  any
indebtedness not permitted hereunder.

                  (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) For so  long as any  obligation  secured  by the  Mortgage
remains  outstanding and not paid in full, the Corporation shall not voluntarily
commence a case with respect to itself, as debtor,  under the Federal Bankruptcy
Code or any similar  federal or state statute  without the unanimous  consent of
the Board of Directors.  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.

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                                   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

         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.


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                                   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.

         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.

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                  (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 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.

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                  (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.

                   (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.

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                   (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:

                   (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.

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

                                  ARTICLE VIII
                               LIST OF PROPERTIES

         8.1 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):

         Greenbrier Apartments
         1 Greenbrier Drive
         Fredericksburg, Virginia  22401

         Harbour Club Apartments
         226 Birch Lake Road
         Virginia Beach, Virginia  23451

Dated:   March 5, 2001

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





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