EXHIBIT 4.5

PREPARED BY AND UPON RECORDATION RETURN TO:

Kennedy Covington Lobdell & Hickman, L.L.P.
100 North Tryon Street, Suite 4200
Charlotte, North Carolina 28202-4006
Attention:  John Nicholas Suhr, Jr., Esq.

Tax Map Parcel # ___________________

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


                                CRIT-VA II, INC.,


                                   as Assignor


                                       to


                           FIRST UNION NATIONAL BANK,

                                   as Assignee

                           ---------------------------


                         ASSIGNMENT OF LEASES AND RENTS

                           ---------------------------

                              Date: March 23, 2001

<PAGE>

                         ASSIGNMENT OF LEASES AND RENTS


         THIS  ASSIGNMENT  OF LEASES AND RENTS  (this  "Assignment")  made as of
March 23, 2001 by CRIT-VA II, INC., a Virginia corporation  ("Assignor"),  whose
address is 306 East Main Street,  Richmond,  Virginia  23219,  in favor of FIRST
UNION NATIONAL BANK, a national banking association ("Assignee"),  whose address
is One First Union Center, 301 South College Street, Mailcode NC0166, Charlotte,
North Carolina 28288, Attention: Contract Finance.

                              W I T N E S S E T H:
                               - - - - - - - - - -

         THAT, WHEREAS,  Assignor has executed that certain Promissory Note (the
"Note")  dated of even date  herewith,  payable to the order of  Assignee in the
stated  principal  amount of Twelve  Million Seven  Hundred  Fifty  Thousand and
No/100 Dollars ($12,750,000.00); and

         WHEREAS, the Note is secured by that certain Deed of Trust and Security
Agreement (the "Deed of Trust") dated of even date  herewith,  from Assignor for
the benefit of Assignee,  encumbering that certain real property situated in the
City of Fredericksburg, Commonwealth of Virginia, as more particularly described
on Exhibit A attached hereto and incorporated herein by this reference,  and all
buildings and other improvements now or hereafter located thereon (collectively,
the  "Improvements")  (said real property and the  Improvements  are hereinafter
sometimes collectively referred to as the "Property"); and

         WHEREAS,  Assignor  is desirous  of further  securing  to Assignee  the
performance of the terms,  covenants and agreements  hereof and of the Note, the
Deed of Trust and the other Loan Documents (as defined in the Deed of Trust).

         NOW, THEREFORE, in consideration of the making of the loan evidenced by
the Note by Assignee to Assignor and for other good and valuable  consideration,
the receipt and  sufficiency  of which are hereby  acknowledged,  Assignor  does
hereby  irrevocably,  absolutely and  unconditionally  transfer,  sell,  assign,
pledge and convey to Assignee,  its  successors  and assigns,  all of the right,
title and  interest  of  Assignor  in and to (a) any and all  leases,  licenses,
rental  agreements  and occupancy  agreements of all or any part of the Property
and any and all guarantees, extensions, renewals, replacements and modifications
thereof (collectively,  the "Leases"); (b) all deposits (whether for security or
otherwise),  rents, issues,  profits,  revenues,  royalties,  accounts,  rights,
benefits and income of every nature of and from the Property, including, without
limitation,  minimum rents,  additional rents,  termination payments,  forfeited
security  deposits  and all  proceeds  payable  under any  policy  of  insurance
covering loss of rents  resulting  from  untenantability  due to  destruction or
damage to the Property,  together with the  immediate  and  continuing  right to
collect and receive the same,  whether now due or  hereafter  becoming  due, and
together  with all rights and claims of any kind that  Assignor may have against
any tenant, lessee or licensee under the Leases or against any other occupant of
the Property,  any award or other payment  which  Assignor may hereafter  become
entitled to receive with respect to any of the Leases as a result of or pursuant
to any bankruptcy, insolvency or reorganization or similar proceedings involving
the tenants under such Leases, and any and all

<PAGE>

payments  made by or on behalf of any tenant of any part of the Property in lieu
of rent (collectively, the "Rents").

         TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns.

         IT IS AGREED that this  Assignment  is made upon the  following  terms,
covenants and conditions:

         1. Assignor  represents,  warrants and covenants to and for the benefit
of Assignee:  (a) that Assignor now is (or with respect to any Leases not yet in
existence, will be immediately upon the execution thereof) the absolute owner of
the landlord's  interest in the Leases,  with full right and title to assign the
same and the Rents due or to become due  thereunder;  (b) that,  other than this
Assignment and those assignments,  if any, specifically permitted in the Deed of
Trust,  there are no other  outstanding  assignments of the Leases or Rents; (c)
that no Rents have been anticipated,  discounted,  released, waived, compromised
or otherwise discharged,  except for prepayment of rent of not more than one (1)
month prior to the accrual thereof; (d) that, to Borrower's knowledge, there are
no material  defaults  now  existing  under any of the Leases by the landlord or
tenant,  and there exists no state of facts which,  with the giving of notice or
lapse of time or both,  would  constitute  a material  default  under any of the
Leases by the  landlord or tenant,  except as  disclosed in writing to Assignee;
(e) that  Assignor  has and shall duly and  punctually  observe  and perform all
covenants,  conditions  and agreements in the Leases on the part of the landlord
to be observed and  performed  thereunder,  and (f) the Leases are in full force
and effect and are the valid and binding obligations of Assignor.

         2.  Notwithstanding  that this  instrument  is a present,  absolute and
executed  assignment of the Rents and of the Leases and a present,  absolute and
executed  grant of the powers  herein  granted to  Assignee,  Assignor is hereby
permitted,  and is hereby  granted a revocable  license by  Assignee,  to retain
possession  of the Leases and to collect  and retain the Rents  unless and until
there  shall  be an  Event  of  Default  occurring  and  continuing  under  this
Assignment,  the Deed of Trust or the other Loan Documents.  In the event of the
occurrence and continuance of such Event of Default, the aforementioned  license
granted to Assignor shall  automatically  terminate  without notice to Assignor,
and Assignee may  thereafter,  without taking  possession of the Property,  take
possession  of the Leases  and  collect  the Rents to the  extent of  Assignor's
interest therein.  Further,  from and after such termination,  Assignor shall be
the agent of Assignee  in  collection  of the Rents to the extent of  Assignor's
interest therein,  and any Rents so collected by Assignor shall be held in trust
by Assignor for the sole and exclusive benefit of Assignee,  and Assignor shall,
within  three (3)  business  days after  receipt  of any Rents,  pay the same to
Assignee to be applied by Assignee as hereinafter set forth.  Furthermore,  from
and  after  the  occurrence  and  continuance  of  such  Event  of  Default  and
termination  of the  aforementioned  license,  Assignee shall have the right and
authority,  without any notice  whatsoever to Assignor and without regard to the
adequacy of the security therefor, to: (a) manage and operate the Property, with
full power to employ agents to manage the same; (b) demand, collect, receive and
sue for the  Rents,  including  those past due and  unpaid;  and (c) do all acts
relating to such management,  operation, rental, leasing, repair improvement and
alteration  of the  Property  as Assignee in its sole  subjective  judgment  and
discretion shall determine, subject to rights of the tenants under the Leases or
under agreements not terminated pursuant to the Loan Documents.


                                       2
<PAGE>

Assignee  may apply the Rents  received by  Assignee  from the  Property,  after
deducting  the  costs of  collection  thereof,  including,  without  limitation,
reasonable  attorneys'  fees and a reasonable  management fee for any management
agent so employed,  against amounts expended for repairs,  upkeep,  maintenance,
service, fuel, utilities, taxes, assessments,  insurance premiums and such other
expenses as Assignee incurs in connection with the operation of the Property and
against interest,  principal, required escrow deposits and other sums which have
or which  may  become  due,  from  time to  time,  under  the  terms of the Loan
Documents,  in such order or  priority  as to any of the items so  mentioned  as
Assignee, in its sole subjective discretion, may determine.

         3.  Without  limiting  the  rights  granted  hereinabove,  in the event
Assignor shall fail to make any payment or to perform any act required under the
terms hereof and such failure shall not be cured within any applicable  grace or
cure period, or if none, within thirty (30) days after receipt of written notice
from Assignee, then Assignee may, but shall not be obligated to, without further
prior notice to or demand on Assignor,  and without releasing  Assignor from any
obligation hereof, make or perform the same in such manner and to such extent as
Assignee  may  deem  necessary  to  protect  the  security   hereof,   including
specifically,  without  limitation,  appearing  in and  defending  any action or
proceeding  purporting to affect the security  hereof or the rights or powers of
Assignee,  performing or discharging  any  obligation,  covenant or agreement of
Assignor under any of the Leases, and, in exercising any of such powers,  paying
all necessary and reasonable costs and expenses, employing counsel and incurring
and paying reasonable  attorneys' fees. Any sum advanced or paid by Assignee for
any such purpose,  including,  without limitation,  reasonable  attorneys' fees,
together with interest  thereon at the Default  Interest Rate (as defined in the
Note) from the date paid or advanced by Assignee until repaid by Assignor, shall
immediately  be due and  payable to  Assignee by Assignor on demand and shall be
secured by the Deed of Trust and by all of the other Loan Documents securing all
or any part of the indebtedness evidenced by the Note.

         4. This Assignment  shall not operate to place  responsibility  for the
control,  care, management or repair of the Property upon Assignee,  nor for the
performance of any of the terms and  conditions of any of the Leases,  nor shall
it operate to make Assignee responsible or liable for any waste committed on the
Property  by the  tenants,  guests or any other  party or for any  dangerous  or
defective  condition of the Property or for any  negligence  in the  management,
upkeep, repair or control of the Property.  Assignee shall not be liable for any
loss sustained by Assignor resulting from Assignee's failure to let the Property
or from any other act or omission of Assignee  in managing  the  Property.  This
Assignment  shall not be construed as making Assignee a mortgagee in possession.
Assignee is obligated to account to Assignor only for such Rents as are actually
collected or received by Assignee.

         5. Assignor shall and does hereby indemnify and hold Assignee  harmless
from and against any and all liability,  loss, claim, demand or damage which may
or might be  incurred  by  Assignee  by  reason of this  Assignment,  including,
without  limitation,  claims or demands for  security  deposits  from tenants or
guests  of space  in the  Improvements  deposited  with  Assignor,  and from and
against any and all claims and demands  whatsoever which may be asserted against
Assignee by reason of any alleged  obligations  or  undertakings  on its part to
perform or discharge any of the terms,  covenants or agreements contained in any
of the Leases,  excluding  Assignee's gross negligence and willful misconduct as
finally determined by a court of competent


                                       3
<PAGE>

jurisdiction.  Should  Assignee incur any liability by reason of this Assignment
or in defense of any claim or demand for loss or damage as provided  above,  the
amount thereof,  including,  without limitation,  costs, expenses and reasonable
attorneys'  fees,  together with interest  thereof at the Default  Interest Rate
from the date paid or incurred by Assignee  until repaid by  Assignor,  shall be
immediately  due and payable to  Assignee  by Assignor  upon demand and shall be
secured by the Deed of Trust and by all of the other Loan Documents securing all
or any part of the indebtedness evidenced by the Note.

         6.   Assignor   hereby    irrevocably    appoints   Assignee   as   its
attorney-in-fact  which power of attorney is coupled  with an interest by virtue
of this Assignment and is irrevocable so long as any sums are outstanding  under
the loan evidenced by the Note to, from and after the occurrence and continuance
of an Event of  Default  by  Assignor  hereunder  or under any of the other Loan
Documents,  do, make or perform any act, right or privilege which Assignee shall
have under or by virtue of this Assignment.

         7. Assignor  covenants and agrees that Assignor shall not,  without the
prior  written  consent of  Assignee,  further  pledge,  transfer,  mortgage  or
otherwise  encumber or assign the Leases or future payments of Rents,  except as
otherwise expressly permitted by the terms of the Deed of Trust.

         8. Assignor  covenants and agrees that Assignor shall, at its sole cost
and  expense,  appear in and  defend  any action or  proceeding  arising  under,
growing out of, or in any manner  connected with the Leases or the  obligations,
duties or  liabilities  of the  landlord  or  tenant  thereunder  to the  extent
necessary  to preserve  Assignee's  material  rights  under the  Leases,  and if
Assignor shall fail to do so,  Assignee,  at its option but without  obligation,
may do so.  Assignor  shall pay on demand  all  reasonable  costs and  expenses,
including,  without limitation,  reasonable  attorneys' fees, which Assignee may
incur in connection with Assignee's appearance,  voluntary or otherwise,  in any
such  action or  proceeding,  together  with  interest  thereon  at the  Default
Interest Rate from the date incurred by Assignee until repaid by Assignor.

         9. At any time,  Assignee  may,  at its  option,  notify any tenants or
other  parties  of the  existence  of  this  Assignment.  Assignor  does  hereby
specifically  authorize,  instruct and direct each and every  present and future
tenant,  lessee and licensee of the whole or any part of the Property to pay all
unpaid and future Rents owed to Assignor to Assignee upon receipt of demand from
Assignee to so pay the same  (provided  that Assignee shall not make such demand
unless and until an Event of Default shall have occurred and be continuing), and
Assignor  hereby  agrees that each such  present and future  tenant,  lessee and
licensee  may rely upon such written  demand from  Assignee to so pay said Rents
without any inquiry into whether  there exists an Event of Default  hereunder or
under the other Loan Documents or whether Assignee is otherwise entitled to said
Rents.  Assignor hereby waives any right, claim or demand which Assignor may now
or hereafter  have against any present or future  tenant,  lessee or licensee by
reason  of such  payment  of  Rents to  Assignee,  and any  such  payment  shall
discharge such tenant's,  lessee's or licensee's obligation to make such payment
to Assignor.

         10.  Assignee  may take or release any  security  for the  indebtedness
evidenced by the Note, may release any party primarily or secondarily liable for
the indebtedness evidenced by the


                                       4
<PAGE>

Note,  may  grant  extensions,  renewals  or  indulgences  with  respect  to the
indebtedness  evidenced  by the Note and may apply any other  security  therefor
held by it to the satisfaction of any indebtedness evidenced by the Note without
prejudice to any of its rights hereunder or under any of the Loan Documents.

         11. The  acceptance of this  Assignment and the collection of the Rents
as herein  provided  shall be without  prejudice  to  Assignee.  The exercise or
failure  to  exercise  by  Assignee  of the  rights  granted  Assignee  in  this
Assignment,  and the  collection  of the Rents and the  application  thereof  as
herein  provided,  shall not be  considered a waiver by Assignee of any Event of
Default  under the Loan  Documents  or prevent  foreclosure  of any liens on the
Property as a result of the occurrence  and  continuance of an Event of Default,
nor shall such exercise make Assignee  liable under any of the Leases,  Assignee
hereby  expressly  reserving all of its rights and privileges  under the Deed of
Trust and the other Loan  Documents as fully as though this  Assignment  had not
been  entered  into.  The  rights  of  Assignee  hereunder  are  cumulative  and
concurrent,  may be pursued  separately,  successively  or  together  and may be
exercised as often as occasion therefor shall arise, it being agreed by Assignor
that the exercise of any one or more of the rights provided for herein shall not
be construed as a waiver of any of the other rights or remedies of Assignee,  at
law or in  equity  or  otherwise,  so  long as any  obligation  under  the  Loan
Documents remains unsatisfied.

         12. All rights of Assignee  hereunder shall inure to the benefit of its
successors  and assigns;  and shall pass to and may be exercised by any assignee
of Assignee.  All  obligations of Assignor shall bind its successors and assigns
and any  subsequent  owner  of the  Property.  Assignor  hereby  agrees  that if
Assignee  gives notice to Assignor of an  assignment  of said rights,  upon such
notice the  liability  of Assignor  to the  assignee  of the  Assignee  shall be
immediate and absolute.  Assignor will not set up any claim against  Assignee or
any  intervening  assignee as a defense,  counterclaim  or set-off to any action
brought by Assignee or any intervening assignee for any amounts due hereunder or
for  possession  of or the  exercise of rights with respect to the Leases or the
Rents following the occurrence and continuance of an Event of Default.

         13. If any provision under this  Assignment or the application  thereof
to any entity, person or circumstance shall be invalid, illegal or unenforceable
to any extent,  the  remainder of this  Assignment  and the  application  of the
provisions  hereof to other  entities,  persons  or  circumstances  shall not be
affected thereby and shall be enforced to the fullest extent permitted by law.

         14. This Assignment may not be amended,  modified or otherwise  changed
except by a written instrument duly executed by Assignor and Assignee.

         15. This Assignment shall be in full force and effect continuously from
the date hereof to and until the Deed of Trust shall be released of record,  and
the  release  of the  Deed  of  Trust  shall,  for all  purposes,  automatically
terminate  this  Assignment and render this  Assignment  null and void and of no
effect  whatsoever.  This Assignment shall continue and remain in full force and
effect during any period of foreclosure with respect to the Property.

         16. In case of a conflict  between any provision of this Assignment and
any provision


                                       5
<PAGE>

of the other Loan Documents, the provisions of the Note or the Deed of Trust, if
they  shall  be the  conflicting  other  Loan  Document,  shall  prevail  and be
controlling.

         17. All notices,  demands,  requests or other communications to be sent
by one party to the other hereunder or required by law shall be given and become
effective as provided in the Deed of Trust.

         18. THIS  ASSIGNMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE  STATE IN WHICH THE  PROPERTY  IS  SITUATED,  EXCEPT TO THE
EXTENT THAT ANY OF SUCH LAWS MAY NOW OR  HEREAFTER  BE PREEMPTED BY FEDERAL LAW,
IN WHICH CASE SUCH FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLING.

         19. Assignor,  to the full extent  permitted by law, hereby  knowingly,
intentionally  and voluntarily,  with and upon the advice of competent  counsel,
waives,  relinquishes  and forever  foregoes the right to a trial by jury in any
action or proceeding  based upon,  arising out of, or in any way relating to the
debt or any conduct,  act or omission of Assignee or  Assignor,  or any of their
directors,  officers,  partners, members, employees, agents or attorneys, or any
other  persons  affiliated  with  Assignee or Assignor in each of the  foregoing
cases, whether sounding in contract, tort or otherwise.

         20. This Assignment may be executed in any number of counterparts, each
of which shall be effective only upon delivery and thereafter shall be deemed an
original, and all of which shall be taken to be one and the same instrument, for
the same effect as if all parties hereto had signed the same signature page. Any
signature page of this  Assignment may be detached from any  counterpart of this
Assignment  without impairing the legal effect of any signatures thereon and may
be attached to another  counterpart of this Assignment  identical in form hereto
but having attached to it one or more additional signature pages.

         21. In  addition  to, but not in lieu of, any other  rights  hereunder,
Assignee  shall  have the right to  institute  suit and obtain a  protective  or
mandatory  injunction  against  Assignor  to  enforce  the  observance,  of  the
agreements,  covenants,  terms and  conditions  contained  herein  following the
occurrence and continuance of an Event of Default.

         22. Assignee  shall,  as a matter of absolute right, be entitled,  upon
application  to a court  of  applicable  jurisdiction,  and  without  notice  to
Assignor,  to the  appointment  of a receiver if an Event of Default  shall have
occurred and be continuing to obtain and secure the rights of Assignee hereunder
and the benefits intended to be provided to Assignee hereunder.

         23.  Assignee  may sell,  transfer  and  deliver  the Note and the Loan
Documents  to  one or  more  investors  in the  secondary  mortgage  market.  In
connection  with such sale,  Assignee  may retain or assign  responsibility  for
servicing  the loan  evidenced by the Note 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.

         24. If Assignee determines at any time to sell, transfer or assign this
Assignment, the


                                       6
<PAGE>

Note, the Deed of Trust and the other Loan  Documents,  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"),  Assignee may forward to each
purchaser,  transferee,  assignee,  servicer,  participant,  investor,  or their
respective  successors in such Participations  and/or Securities  (collectively,
the "Investor") or any Rating Agency rating such  Securities,  each  prospective
Investor and each of the  foregoing's  respective  counsel,  all  documents  and
information which Assignee now has or may hereafter acquire relating to the debt
evidenced by the Note and to Assignor,  any  guarantor,  any  indemnitor and the
Property,  which shall have been  furnished  by Assignor,  any  guarantor or any
indemnitor as Assignee determines necessary or desirable.

         25.  Notwithstanding   anything  to  the  contrary  contained  in  this
Assignment,  the  liability of Assignor  and its  officers,  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]





                                       7
<PAGE>


         IN WITNESS WHEREOF, Assignor has executed this Assignment as of the day
and year first written above.


                                               ASSIGNOR:

                                               CRIT-VA II, INC.,
                                               a Virginia corporation


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

<PAGE>

COMMONWEALTH OF VIRGINIA
CITY/COUNTY OF   Richmond
               ----------------


The foregoing instrument was acknowledged before me this 20th day of March, 2001
by Stanley J. Olander,  Jr., the Vice  President of CRIT-VA II, INC., a Virginia
corporation, on behalf of said corporation.


[SEAL]

 /s/ Valerie J. Naquin
-------------------------------
Notary Public


My Commission expires:11/30/02

<PAGE>

                                    EXHIBIT A

                                Legal Description

                                    [Omitted]