EXHIBIT 4.6

LOAN NO.: 26-5950521                                       GREENBRIER APARTMENTS
                                                        FREDERICKSBURG, VIRGINIA


                        CONSENT AND AGREEMENT OF MANAGER


         The Undersigned  acknowledges  an assignment of documents  contained in
that certain Deed of Trust and  Security  Agreement  (the "Deed of Trust") to be
executed and delivered by CRIT-VA II, INC., a Virginia corporation  ("Borrower")
to FIRST UNION  NATIONAL BANK, a national  banking  association  ("Lender"),  in
connection  with that certain loan (the "Loan") of Twelve  Million Seven Hundred
Fifty  Thousand  and  No/100  Dollars  ($12,750,000.00)  being made by Lender to
Borrower to finance certain real property and  improvements  located in the City
of Fredericksburg,  Commonwealth of Virginia, and more particularly described in
the Deed of Trust (the "Premises").

         The  Undersigned  has agreed to perform or supply  certain  services in
connection  with  the  management  of the  Premises  pursuant  to  that  certain
Management  Agreement  dated as of March  23,  2001  (the  "Contract")  attached
hereto.  The Undersigned does hereby (a) warrant and represent that the Contract
contains  all  agreements  between  the  Undersigned  and  Borrower  relating to
property  management  of  the  Premises;  (b)  acknowledge  and  consent  to the
assignment of the Contract as set forth in the Deed of Trust by Borrower for the
benefit of Borrower and to any further assignment thereof by Lender; (c) warrant
and  represent  that as of the date hereof,  to  Manager's  knowledge no default
exists under the terms of any agreement  between  Borrower and Manager;  and (d)
acknowledge that Borrower as of the date hereof, to the Undersigned's  knowledge
Borrower has satisfied all conditions  precedent to  commencement of performance
by the Undersigned under the Contract.

         The Undersigned  does hereby agree that: (i) in the event of either (a)
any material  default by Borrower  under the terms of the Loan Documents and the
taking of control of the Premises by Lender or (b) the  foreclosure  of the Deed
of Trust or transfer of title to the  Premises by  conveyance  in lieu  thereof,
then, the Contract shall be terminable at the option of Lender upon thirty days'
notice; and (ii) the rights of the Undersigned under the Contract to receive any
compensation   reimbursement   of  costs  and  expenses  or  other  payments  in
consideration  for its management  services for the premises shall be and remain
subordinate in all respects to the Lender's rights under Loan Documents.

         The Undersigned  represents that it is looking solely to Borrower,  and
not to Lender, for payment under the Contract,  except as provided in Clause (i)
above or except for payments  incurred  after Lender elects not to terminate the
Contract  when  entitled  to do so.  Lender  acknowledges  that upon an Event of
Default under the Contract,  the  Undersigned  shall be entitled to receive from
Borrower all fees commissions or other amounts payable to the Undersigned  under
the Contract.

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         At such  time as the  Loan is paid in full  and the  Deed of  Trust  is
released of record,  this  Consent and  Agreement of Manager and all of Lender's
right, title and interest with respect to the Contract shall terminate.

         Lender may sell, transfer and deliver the Loan Documents to one or more
investors in the secondary mortgage market. In connection with such sale, Lender
may retain or assign  responsibility  for servicing the debt secured by the Deed
of Trust or may delegate some or all of such  responsibility or obligations to a
servicer,  including, but not limited to, any subservicer or master servicer, on
behalf of the investors.

         This Consent and Agreement of Manager is given by the  Undersigned  for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged  by the  Undersigned,  and is intended to induce Lender to make the
Loan to Borrower.


             [THE BALANCE OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]





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         WITNESS the hand and seal of the Undersigned, as of March 23, 2001.


                                          CORNERSTONE REALTY INCOME TRUST, INC.,
                                          a Virginia corporation


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