EXHIBIT 4.1

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

                                 PROMISSORY NOTE

$12,750,000.00                                                    March 23, 2001


         FOR VALUE  RECEIVED,  the  undersigned,  CRIT-VA II,  INC.,  a Virginia
corporation,  ("Maker"),  having an address at 306 East Main  Street,  Richmond,
Virginia  23219,  promises to pay to the order of FIRST UNION  NATIONAL  BANK, a
national  banking  association  ("Payee"),  at the  office of Payee at One First
Union  Center,  301 South  College  Street,  Mailcode NC 0166  Charlotte,  North
Carolina 28288, Attention:  Contract Finance or at such other place as Payee may
designate to Maker in writing  from time to time,  the  principal  sum of Twelve
Million  Seven  Hundred  Fifty  Thousand  and No/100  Dollars  ($12,750,000.00),
together  with  interest on so much thereof as is from time to time  outstanding
and unpaid,  from the date of the advance of the principal  evidenced hereby, at
the rate of six and  ninety-nine  one-hundredths  percent (6.99%) per annum (the
"Note  Rate"),  together with all other amounts due hereunder or under the other
Loan Documents (as defined in the Security  Instrument),  in lawful money of the
United States of America,  which shall at the time of payment be legal tender in
payment of all debts and dues, public and private.

                        ARTICLE I. - TERMS AND CONDITIONS

         1.1.  Computation  of Interest.  Interest  shall be computed  hereunder
based on a 360-day  year and based on the actual  number of days elapsed for any
month in which interest is being calculated. Interest shall accrue from the date
on which funds are advanced  hereunder  (regardless  of the time of day) through
and  including  the day on which  funds are  credited  pursuant  to Section  1.2
hereof.

         1.2.  Payment of  Principal  and  Interest.  Payments in federal  funds
immediately  available  at the place  designated  for payment  received by Payee
prior to 2:00 p.m.  local time at said place of payment on a business  day shall
be credited prior to close of business,  while other payments,  at the option of
Payee, may not be credited until immediately available to Payee in federal funds
at the place  designated for payment prior to 2:00 p.m. local time at said place
of payment on a business  day.  The term  "business  day" when used herein shall
mean a weekday,  Monday through Friday, except a legal holiday or a day on which
banking  institutions  in New York, New York are authorized by law to be closed.
Interest only shall be payable in consecutive monthly installments in the amount
set forth on Annex 1 attached hereto and incorporated  herein by this reference,
beginning on the first day of the second full calendar month  following the date
of this Note (or on the first day of the first full calendar month following the
date hereof,  in the event the advance of the principal amount evidenced by this
Note is the first day of a calendar  month)  (the  "First  Payment  Date"),  and
continuing on the first day of each and every calendar month thereafter  through
and including April 1, 2002, and,

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thereafter,   principal   and  interest   shall  be  payable  in  equal  monthly
installments of $85,611.79 each, beginning on May 1, 2002, and continuing on the
first day of every calendar month thereafter through and including March 1, 2011
(each, a "Payment  Date").  On April 1, 2011 (the "Maturity  Date"),  the entire
outstanding  principal  balance  hereof,  together  with all  accrued but unpaid
interest thereon, shall be due and payable in full.

         1.3.  Application  of  Payments.  So long as no  Event of  Default  (as
hereinafter  defined)  exists  hereunder or under any other Loan Document,  each
such  monthly  installment  shall be applied  first,  to any  amounts  hereafter
advanced by Payee  hereunder or under any other Loan  Document,  second,  to any
late fees and other amounts  payable to Payee,  third, to the payment of accrued
interest and last to reduction of principal.

         1.4.  Payment of "Short  Interest".  If the  advance  of the  principal
amount  evidenced  by this Note is made on a date  other than the first day of a
calendar month,  Maker shall pay to Payee  contemporaneously  with the execution
hereof  interest at the Note Rate for a period from the date hereof  through and
including the last day of this calendar month.

         1.5.     Prepayment;  Defeasance.

                  (a) This Note may not be prepaid,  in whole or in part (except
as otherwise specifically provided herein), at any time. In the event that Maker
wishes to have the Security Property (as hereinafter  defined) released from the
lien of the Security  Instrument (as hereinafter  defined),  Maker's sole option
shall be a Defeasance (as  hereinafter  defined) upon  satisfaction of the terms
and conditions  set forth in Section 1.5(d) hereof.  This Note may be prepaid in
whole but not in part without  premium or penalty on any Payment Date  occurring
within three (3) months prior to the Maturity Date  provided (i) written  notice
of such  prepayment  is received by Payee not more than ninety (90) days and not
less than thirty (30) days prior to the date of such  prepayment,  and (ii) such
prepayment  is  accompanied  by  all  interest  accrued  hereunder  through  and
including the date of such  prepayment and all other sums due hereunder or under
the other Loan  Documents.  If, upon any such permitted  prepayment on a Payment
Date occurring within three (3) months prior to the Maturity Date, the aforesaid
prior written notice has not been timely received by Payee, there shall be due a
prepayment  fee equal to, an amount equal to the lesser of (i) thirty (30) days'
interest computed at the Note Rate on the outstanding  principal balance of this
Note so prepaid and (ii) interest  computed at the Note Rate on the  outstanding
principal  balance of this Note so prepaid  that would have been payable for the
period from, and including,  the date of prepayment through the Maturity Date of
this Note as though such prepayment had not occurred.

                  (b) If,  prior to the date  which is two (2)  years  after the
"startup day," within the meaning of Section 860G(a) (9) of the Internal Revenue
Code of  1986,  as  amended  from  time to time or any  successor  statute  (the
"Code"), of a "real estate mortgage investment conduit" (a "REMIC"),  within the
meaning  of  Section  860D of the Code,  that  holds  this  Note  (the  "Lockout
Expiration  Date"),  the  indebtedness  evidenced  by this Note  shall have been
declared  due and  payable  by  Payee  pursuant  to  Article  II  hereof  or the
provisions  of any  other  Loan  Document  due to the  existence  of an Event of
Default (as defined in the Security  Instrument) by Maker,  then, in addition to
the indebtedness evidenced by this Note being


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<PAGE>

immediately  due and  payable,  there  shall  also then be  immediately  due and
payable a sum equal to the interest  which would have  accrued on the  principal
balance of this Note at the Note Rate from the date of such  acceleration to the
Lock-out  Expiration Date,  together with a prepayment fee in an amount equal to
the Yield  Maintenance  Premium  (as  hereinafter  defined)  based on the entire
indebtedness  on the date of such  acceleration.  If such  acceleration is on or
following the Lock-out Expiration Date, the Yield Maintenance Premium shall also
then be  immediately  due and payable as though Maker were  prepaying the entire
indebtedness  on the  date of such  acceleration.  In  addition  to the  amounts
described in the two preceding sentences,  in the event of any such acceleration
or tender of payment of such  indebtedness  occurs or is made on or prior to the
first  (1st)  anniversary  of the date of this  Note,  there  shall also then be
immediately  due and payable an additional  prepayment fee of three percent (3%)
of the  principal  balance of this Note.  The term "Yield  Maintenance  Premium"
shall  mean an amount  equal to the  greater  of (A) two  percent  (2.0%) of the
principal  amount  being  prepaid,  and (B) the  present  value of a  series  of
payments each equal to the Payment  Differential  (as  hereinafter  defined) and
payable on each Payment Date over the  remaining  original term of this Note and
on the Maturity  Date,  discounted  at the  Reinvestment  Yield (as  hereinafter
defined) for the number of months remaining as of the date of such prepayment to
each such Payment Date and the Maturity  Date.  The term "Payment  Differential"
shall  mean an amount  equal to (i) the Note Rate less the  Reinvestment  Yield,
divided  by  (ii)  twelve  (12)  and  multiplied  by  (iii)  the  principal  sum
outstanding  under this Note after  application of the constant  monthly payment
due under this Note on the date of such  prepayment,  provided  that the Payment
Differential shall in no event be less than zero. The term "Reinvestment  Yield"
shall mean an amount  equal to the lesser of (i) the yield on the U.S.  Treasury
issue (primary issue) with a maturity date closest to the Maturity Date, or (ii)
the yield on the U.S.  Treasury issue  (primary  issue) with a term equal to the
remaining  average life of the  indebtedness  evidenced by this Note,  with each
such yield being based on the bid price for such issue as  published in the Wall
Street  Journal on the date that is fourteen (14) days prior to the date of such
prepayment  set forth in the notice of prepayment  (or, if such bid price is not
published on that date,  the next  preceding  date on which such bid price is so
published) and converted to a monthly  compounded  nominal  yield.  In the event
that  any  prepayment  fee is due  hereunder,  Payee  shall  deliver  to Maker a
statement setting forth the amount and determination of the prepayment fee, and,
provided  that Payee  shall have in good faith  applied  the  formula  described
above, Maker shall not have the right to challenge the calculation or the method
of calculation set forth in any such statement in the absence of manifest error,
which  calculation  may be made by Payee on any day during the fifteen  (15) day
period  preceding the date of such  prepayment.  Payee shall not be obligated or
required  to have  actually  reinvested  the  prepaid  principal  balance at the
Reinvestment Yield or otherwise as a condition to receiving the prepayment fee.

                  (c) Partial  prepayments  of this Note shall not be permitted,
except  for  partial  prepayments  resulting  from  Payee's  election  to  apply
insurance or condemnation  proceeds to reduce the outstanding  principal balance
of  this  Note as  provided  in the  Security  Instrument,  in  which  event  no
prepayment  fee or premium  shall be due unless,  at the time of either  Payee's
receipt of such proceeds or the  application of such proceeds to the outstanding
principal  balance of this Note,  an Event of Default,  or an event which,  with
notice or the passage of time,  or both,  would  constitute an Event of Default,
shall have  occurred,  which  default or Event of  Default is  unrelated  to the
applicable  casualty or condemnation,  in which event the applicable  prepayment


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<PAGE>

fee or premium shall be due and payable based upon the amount of the prepayment.
No notice of prepayment shall be required under the  circumstances  specified in
the preceding sentence.  No principal amount repaid may be reborrowed.  Any such
partial  prepayments  of  principal  shall be applied  to the  unpaid  principal
balance evidenced hereby but such application shall not reduce the amount of the
fixed  monthly  installments  required to be paid  pursuant to Section 1.2 above
until all principal is paid in full. Except as otherwise  expressly  provided in
this Section  1.5(c) and in Section 1.5(b) above,  the prepayment  fees provided
above shall be due, to the extent permitted by applicable law, under any and all
circumstances  where  all or any  portion  of this  Note is  paid  prior  to the
Maturity Date,  whether such prepayment is voluntary or involuntary,  including,
without  limitation,  if such  prepayment  results from Payee's  exercise of its
rights upon the occurrence and  continuances of an Event of Default by Maker and
acceleration  of the  Maturity  Date  of  this  Note  (irrespective  of  whether
foreclosure  proceedings have been  commenced),  and shall be in addition to any
other sums due hereunder or under any of the other Loan Documents.  No tender of
a prepayment of this Note with respect to which a prepayment fee is due shall be
effective  unless such  prepayment is accompanied  by the applicable  prepayment
fee.

                  (d) (i) At any time after the  Lockout  Expiration  Date,  and
provided no Event of Default has occurred and is  continuing  hereunder or under
any of the other  Loan  Documents,  at Maker's  option,  Payee  shall  cause the
release of the Security  Property from the lien of the Security  Instrument  and
the other Loan Documents specifically related to this Note (a "Defeasance") upon
the satisfaction of the following conditions:

                           (A) Maker  shall give not more than ninety (90) days'
                  or less than sixty (60) days'  prior  written  notice to Payee
                  specifying  the date Maker  intends for the  Defeasance  to be
                  consummated  (the  "Release  Date"),  which  date  shall  be a
                  Payment Date.

                           (B) All  accrued  and unpaid  interest  and all other
                  sums due under  this Note and under the other  Loan  Documents
                  specifically  related  to this  Note up to and  including  the
                  Release  Date shall be paid in full on or prior to the Release
                  Date.

                           (C) Maker  shall  deliver to Payee on or prior to the
Release Date:

                           (1)      a sum  of  money  in  immediately  available
                                    funds (the  "Defeasance  Deposit")  equal to
                                    one hundred  twenty-five  percent  (125%) of
                                    the  outstanding  principal  balance of this
                                    Note plus an amount,  if any, which together
                                    with the  outstanding  principal  balance of
                                    this  Note,  shall be  sufficient  to enable
                                    Payee to purchase, through means and sources
                                    customarily employed and available to Payee,
                                    for   the   account   of   Maker,    direct,
                                    non-callable   obligations   of  the  United
                                    States of America  that provide for payments
                                    prior,  but as  close  as  possible,  to all
                                    successive  monthly  Payment Dates occurring
                                    after the Release  Date and to the  Maturity
                                    Date,  with each such payment being equal to
                                    or   greater   than   the   amount   of  the
                                    corresponding


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<PAGE>

                                    installment  of  principal  and/or  interest
                                    required   to  be  paid   under   this  Note
                                    (including,  but not limited to, all amounts
                                    due on the Maturity Date) for the balance of
                                    the    term    hereof    (the    "Defeasance
                                    Collateral"),  each of  which  shall be duly
                                    endorsed  by the holder  thereof as directed
                                    by  Payee  or   accompanied   by  a  written
                                    instrument of transfer in form and substance
                                    satisfactory to Payee in its sole discretion
                                    (including,    without   limitation,    such
                                    instruments   as  may  be  required  by  the
                                    depository    institution    holding    such
                                    securities  or the  issuer  thereof,  as the
                                    case  may  be,  to   effectuate   book-entry
                                    transfers and pledges through the book-entry
                                    facilities of such  institution) in order to
                                    perfect upon the delivery of the  Defeasance
                                    Security Agreement (as hereinafter  defined)
                                    the first priority  security interest in the
                                    Defeasance  Collateral  in favor of Payee in
                                    conformity  with all  applicable  state  and
                                    federal  laws  governing  granting  of  such
                                    security interests.

                           (2)      A pledge and security agreement, in form and
                                    substance  satisfactory to Payee in its sole
                                    discretion,   creating   a  first   priority
                                    security  interest  in favor of Payee in the
                                    Defeasance   Collateral   (the   "Defeasance
                                    Security  Agreement"),  which shall provide,
                                    among other things, that any excess received
                                    by Payee from the Defeasance Collateral over
                                    the amounts payable by Maker hereunder shall
                                    be  refunded  to Maker  promptly  after each
                                    monthly Payment Date.

                           (3)      A certificate of Maker  certifying  that all
                                    of the  requirements  of Maker  set forth in
                                    this   subsection    1.5(d)(i)   have   been
                                    satisfied.

                           (4)      An opinion of counsel  for Maker in form and
                                    substance    and    delivered   by   counsel
                                    reasonably satisfactory to Payee in its sole
                                    discretion stating, among other things, that
                                    (w) Payee  has a  perfected  first  priority
                                    security    interest   in   the   Defeasance
                                    Collateral,   (x)  the  Defeasance  Security
                                    Agreement is  enforceable  against  Maker in
                                    accordance   with   its   terms,   (y)   the
                                    contemplated  defeasance  will not result in
                                    any deemed  exchange of the Note pursuant to
                                    Section  1001  of  the  Code  and  will  not
                                    adversely   affect  the  Note's   status  as
                                    indebtedness for Federal income tax purposes
                                    and  (z) any  trust  formed  as a  REMIC  in
                                    connection    with   a   Secondary    Market
                                    Transaction  (as  defined  in  the  Security
                                    Instrument)  will not fail to  maintain  its
                                    status   as  REMIC  as  a  result   of  such
                                    defeasance  or  be  subject  to a  tax  on a
                                    prohibited    transaction    under   Section
                                    860(f)(a) of the Code.

                           (5)      Maker and any  guarantor  or  indemnitor  of
                                    Maker's obligations under the Loan Documents
                                    for  which  Maker  has  recourse   liability
                                    executes   and   delivers   to  Payee   such
                                    documents and agreements as


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<PAGE>

                                    Payee shall  reasonably  require to evidence
                                    and  effectuate  the  ratification  of  such
                                    recourse    liability    and   guaranty   or
                                    indemnity, respectively; provided that Maker
                                    and each such guarantor or indemnitor  shall
                                    be  released  and  relieved  from any of its
                                    obligations  under  this  Note and the other
                                    Loan  Documents  and under any  guaranty  or
                                    indemnity  agreement  executed in connection
                                    with the loan evidenced by this Note for any
                                    acts  or  events  occurring  or  obligations
                                    arising  after a  Defeasance  which  are not
                                    caused by or  arising  out of an any acts or
                                    events  occurring  or  obligations   arising
                                    prior   to   or   simultaneously    with   a
                                    Defeasance.

                           (6)      Evidence  from any Rating Agency (as defined
                                    in the Security Instrument)  confirming that
                                    such  Defeasance and release of the Security
                                    Property  from  the  lien  of  the  Security
                                    Instrument   and   the   cross-default   and
                                    cross-collateralization  provisions  of  the
                                    Contemporaneous Mortgages (as defined in the
                                    Security   Instrument)  and  Contemporaneous
                                    Assignments  (as  defined  in  the  Security
                                    Instrument)    shall   not   result   in   a
                                    requalification,  reduction,  downgrade,  or
                                    withdrawal of any rating initially  assigned
                                    or  to be  assigned  in a  Secondary  Market
                                    Transaction,  or if no such  rating has been
                                    issued, in Payee's good faith judgment, such
                                    Defeasance  shall not have an adverse affect
                                    on  the  level  of  rating   obtainable   in
                                    connection with the loan evidenced hereby.

                           (7)      Such  other   certificates,   documents   or
                                    instruments as Payee may reasonably require.

                           (8)      Payment  of  all  reasonable  fees,   costs,
                                    expenses  and  charges  incurred by Payee in
                                    connection   with  the   Defeasance  of  the
                                    Security  Property  and the  purchase of the
                                    Defeasance  Collateral,  including,  without
                                    limitation,  all  reasonable  legal fees and
                                    costs and expenses  incurred by Payee or its
                                    agents in  connection  with  release  of the
                                    Security  Property,  review of the  proposed
                                    Defeasance Collateral and preparation of the
                                    Defeasance  Security  Agreement  and related
                                    documentation,   any  revenue,  documentary,
                                    stamp, intangible or other taxes, charges or
                                    fees due in connection with  substitution of
                                    the  Defeasance  Collateral for the Security
                                    Property  shall  be  paid on or  before  the
                                    Release  Date.   Without   limiting  Maker's
                                    obligations  with  respect  thereto,   Payee
                                    shall be  entitled  to deduct all such fees,
                                    costs,   expenses   and  charges   from  the
                                    Defeasance  Deposit  to  the  extent  of any
                                    portion  of  the  Defeasance  Deposit  which
                                    exceeds the amount necessary to purchase the
                                    Defeasance Collateral.

                           (9)      Evidence  in  writing  from  the  applicable
                                    rating agencies  stating that the defeasance
                                    will not result in downgrading,  withdrawal,
                                    or


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<PAGE>

                                    qualification  of the  respective  rating in
                                    effect  immediately prior to such defeasance
                                    event   for   any   securities   issued   in
                                    connection with the securitization which are
                                    then outstanding.

                           (D) In connection with the Defeasance Deposit,  Maker
                  hereby  authorizes  and  directs  Payee  using  the  means and
                  sources customarily employed and available to Payee to use the
                  Defeasance  Deposit to  purchase  for the account of Maker the
                  Defeasance Collateral.  Furthermore, the Defeasance Collateral
                  shall be  arranged  such  that  payments  received  from  such
                  Defeasance  Collateral  shall be paid  directly to Payee to be
                  applied on account of the  indebtedness of this Note. Any part
                  of the Defeasance Deposit in excess of the amount necessary to
                  purchase the  Defeasance  Collateral  and to pay the other and
                  related costs Maker is obligated to pay under this Section 1.5
                  shall be refunded to Maker.

                           (E)  After   giving   effect,   and  as  a  condition
                  precedent,  to the release of the Security  Property  from the
                  lien of the  Deed of  Trust,  (x) the  debt  service  coverage
                  ratio, as determined by Payee in connection with its customary
                  underwriting  practices  and  procedures  with  respect to the
                  Other  Mortgaged   Properties  (as  defined  in  the  Security
                  Instrument)   which   remain   subject  to  the  lien  of  the
                  Contemporaneous  Mortgages  after the release of the  Security
                  Property is not less than the greater of (1) the debt  service
                  coverage ratio for the Security  Property and all of the Other
                  Mortgaged  Properties  immediately prior to the release or (2)
                  the debt service  coverage ratio of the Security  Property and
                  all Other  Mortgaged  Properties at the time of closing of the
                  loan evidenced hereby (but in no event less than 1.25:1),  and
                  (y) the loan to value ratio of the Other Mortgaged  Properties
                  which remain encumbered by the Contemporaneous Mortgages after
                  the release of the Security Property, as reasonably determined
                  by Payee based on an  appraisal  prepared by an MAI  appraiser
                  satisfactory  to Payee at Maker's  cost (and when  determining
                  the  value,  talking  into  account  any  limitations  in  the
                  Security  Instrument or any  Contemporaneous  Mortgages on the
                  principal  amount  secured by the Security  Instrument  or any
                  Contemporaneous Mortgage), is not greater than 75%.

                  (ii)  Upon  compliance  with the  requirements  of  subsection
         1.5(d)(i), the Security Property shall be released from the lien of the
         Security  Instrument and the other Loan Documents,  including,  without
         limitation the cross-default and cross-collateralization  provisions of
         the Contemporaneous Mortgages and Contemporaneous  Assignments, and the
         Defeasance  Collateral shall  constitute  collateral which shall secure
         this Note and all other obligations under the Loan Documents, including
         without  limitation  the  Contemporaneous  Notes  (as  defined  in  the
         Security Instrument), the Contemporaneous Mortgages and Contemporaneous
         Assignments.  Payee will, at Maker's  reasonable  expense,  execute and
         deliver any  agreements  reasonably  requested  by Maker to release the
         lien of the Security Instrument from the Security Property.

                  (iii) Upon the release of the Security  Property in accordance
         with this Section  1.5(d),  Maker shall assign all its  obligations and
         rights  under  this  Note,   together   with  the


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<PAGE>

         pledged  Defeasance  Collateral,  to a newly created  successor  entity
         which  complies  with  the  terms  of  Section  1.33  of  the  Security
         Instrument  designated  by  Maker  and  approved  by  Payee in its sole
         discretion. Such successor entity shall execute an assumption agreement
         in form and  substance  satisfactory  to  Payee in its sole  discretion
         pursuant to which it shall assume Maker's  obligations  under this Note
         and the Defeasance Security Agreement. As conditions to such assignment
         and assumption,  Maker shall (x) deliver to Payee an opinion of counsel
         in form and substance and delivered by counsel satisfactory to Payee in
         its sole discretion  stating,  among other things, that such assumption
         agreement is  enforceable  against Maker and such  successor  entity in
         accordance  with its  terms  and  that  this  Note  and the  Defeasance
         Security  Agreement  as  so  assumed,   are  enforceable  against  such
         successor entity in accordance with their respective terms, and (y) pay
         all costs and expenses (including, but not limited to, reasonable legal
         fees)  incurred  by  Payee  or  its  agents  in  connection  with  such
         assignment and assumption (including, without limitation, the review of
         the proposed transferee and the preparation of the assumption agreement
         and  related  documentation).  Upon  such  assumption,  Maker  shall be
         relieved of its obligations  hereunder,  under the other Loan Documents
         other than as  specified  in Section  1.5(d)(C)(5)  above and under the
         Defeasance Security Agreement.

                  (iv) As  consideration  for  Payee's  agreement  to modify the
         single asset provisions of Section 1.33 of the Security Instrument, and
         permit  Maker  to own  all of  the  Security  Property  and  the  Other
         Mortgaged  Properties,  in the event of a Defeasance in accordance with
         this  Section  1.5(d),  Maker must  convey the  Security  Property to a
         different  ownership entity (with neither the Security Property nor the
         proposed new ownership entity being owned by Maker).

         1.6. Security;  Cross-Collateralization.  The indebtedness evidenced by
this Note and the obligations created hereby are secured by, among other things,
that  certain  mortgage,  deed of trust  or deed to  secure  debt  and  security
agreement (the "Security Instrument") from Maker for the benefit of Payee, dated
of even date herewith,  covering property located in the City of Fredericksburg,
Virginia, and the Contemporaneous Mortgages and the Contemporaneous Assignments.
Some of the Loan  Documents  are to be filed  for  record  on or about  the date
hereof in the appropriate public records. Maker acknowledges that Payee has made
the loan  evidenced  by this Note to Maker upon the  security of its  collective
interest in the Security  Property  and the Other  Mortgaged  Properties  and in
reliance  upon the  aggregate of the Security  Property and the Other  Mortgaged
Properties taken together being of greater value as collateral security than the
sum of the Security  Property and Other Mortgaged  Properties taken  separately.
Maker  agrees  that  this  Note  and the  Security  Instrument  are and  will be
cross-collateralized  and cross-defaulted  with the  Contemporaneous  Notes, the
Contemporaneous Mortgages and Contemporaneous Assignments.

                              ARTICLE II. - DEFAULT

         2.1. Events of Default;  Cross-Default.  It is hereby  expressly agreed
that  should any  default  occur in the  payment of  principal  or  interest  as
stipulated  above and such payment is not made within seven (7) days of the date
such payment is due  (provided  that no grace period is provided for the payment
of principal and interest due on the Maturity Date), or should any other


                                       8
<PAGE>

Event of Default occur and be continuing,  the  indebtedness  evidenced  hereby,
including  all sums  advanced  or  accrued  hereunder  or under any  other  Loan
Document, and all unpaid interest accrued thereon, shall, at the option of Payee
and without notice to Maker, at once become due and payable and may be collected
forthwith,  whether  or not  there  has  been a prior  demand  for  payment  and
regardless of the stipulated date of maturity.

         2.2.  Late  Charges.  In the event that any payment is not  received by
Payee  within  seven (7) days of the date when due,  then,  in  addition  to any
default  interest  payments due hereunder,  Maker shall also pay to Payee a late
charge in an amount  equal to five  percent  (5%) of the amount of such  overdue
payment.

         2.3.  Default  Interest  Rate.  So long as any Event of Default  exists
hereunder,  regardless of whether or not there has been an  acceleration  of the
indebtedness   evidenced  hereby,  and  at  all  times  after  maturity  of  the
indebtedness  evidenced hereby (whether by acceleration or otherwise),  interest
shall accrue on the  outstanding  principal  balance of this Note, from the date
due until the date  credited,  at a rate per annum equal to four percent (4%) in
excess of the Note  Rate,  or, if such  increased  rate of  interest  may not be
collected under  applicable  law, then at the maximum rate of interest,  if any,
which may be collected from Maker under  applicable  law (the "Default  Interest
Rate"), and such default interest shall be immediately due and payable.

         2.4. Maker's Agreements.  Maker acknowledges that it would be extremely
difficult or  impracticable to determine  Payee's actual damages  resulting from
any late  payment or default,  and such late  charges and default  interest  are
reasonable  estimates  of those  damages and do not  constitute  a penalty.  The
remedies of Payee in this Note or in the Loan Documents, or at law or in equity,
shall be cumulative and concurrent,  and may be pursued singly,  successively or
together, in Payee's discretion.

         2.5.  Maker to Pay  Costs.  In the event  that this  Note,  or any part
hereof, is collected by or through an  attorney-at-law,  Maker agrees to pay all
costs of collection, including, but not limited to, reasonable attorneys' fees.

         2.6.  Exculpation.  Notwithstanding  anything  in this Note or the Loan
Documents to the contrary,  but subject to the  qualifications  hereinbelow  set
forth, Payee agrees that:

                  (a) Maker  shall be  liable  upon the  indebtedness  evidenced
hereby and for the other  obligations  arising  under the Loan  Documents to the
full extent (but only to the extent) of the  security  provided  for in the Loan
Documents,  the same being all  properties  (whether real or personal),  rights,
estates and interests now or at any time hereafter  securing the payment of this
Note and/or the other obligations of Maker under the Loan Documents  pursuant to
the terms thereof (collectively, the "Security Property");

                  (b) if a default  occurs in the timely  and proper  payment of
all or any part of such  indebtedness  evidenced  hereby  or in the  timely  and
proper  performance of the other  obligations of Maker under the Loan Documents,
any judicial  proceedings brought by Payee against Maker shall be limited to the
preservation,  enforcement  and  foreclosure,  or any  thereof,  of  the  liens,
security titles, estates,  assignments,  rights and security interests now or at
any time


                                       9
<PAGE>

hereafter  securing  the  payment of this Note and/or the other  obligations  of
Maker under the Loan Documents pursuant to the terms thereof, and no attachment,
execution  or other writ of process  shall be sought,  issued or levied upon any
assets,  properties or funds of Maker other than the Security  Property,  except
with respect to the liability described below in this section; and

                  (c) in the  event of a  foreclosure  of such  liens,  security
titles, estates,  assignments,  rights or security interests with respect to the
Security Property securing the payment of this Note and/or the other obligations
of Maker under the Loan  Documents,  no  judgment  for any  deficiency  upon the
indebtedness  evidenced  hereby  shall be sought or  obtained  by Payee  against
Maker,  except with respect to the  liability  described  below in this section;
provided,  however,  that,  notwithstanding  the  foregoing  provisions  of this
section,  Maker shall be fully and personally liable and subject to legal action
(i) for misapplication or  misappropriation  by Maker of proceeds paid under any
insurance  policies (or paid to Maker as a result of any other claim or cause of
action against any person or entity) by reason of damage, loss or destruction to
all or any portion of the Security Property, to the full extent of such proceeds
not  previously  delivered  to  Payee,  but  which,  under the terms of the Loan
Documents,  should have been  delivered  to Payee,  (ii) for  misapplication  or
misappropriation  by Maker of proceeds or awards resulting from the condemnation
or other  taking in lieu of  condemnation  of all or any portion of the Security
Property, to the full extent of such proceeds or awards not previously delivered
to Payee,  but which,  under the terms of the Loan  Documents,  should have been
delivered to Payee, (iii) for misapplication or misappropriation by Maker of all
tenant security  deposits or other refundable  deposits paid to or held by Maker
or any other person or entity  under the control or direction of Maker,  if any,
in connection  with leases of all or any portion of the Security  Property which
are not applied in accordance  with the terms of the  applicable  lease or other
agreement,  (iv)  for  misapplication  or  misappropriation  of rent  and  other
payments  received  from  tenants  under  leases  of all or any  portion  of the
Security   Property   paid  more  than  one  (1)  month  in  advance,   (v)  for
misapplication  or  misappropriation  by Maker of  rents,  issues,  profits  and
revenues of all or any portion of the Security Property received by Maker or any
other  person or  entity  under  the  control  or  direction  of Maker  that are
applicable  to a period after the  occurrence  and  continuance  of any Event of
Default or any event which,  with notice or the passage of time, or both,  would
constitute an Event of Default,  hereunder or under the Loan Documents which are
not  either   applied  to  the  ordinary  and  necessary   expenses  or  capital
expenditures  in connection  with owning and operating the Security  Property or
paid to Payee or otherwise as  contemplated  or permitted by the Loan Documents,
(vi) for waste  committed  on the  Security  Property,  damage  to the  Security
Property as a result of the intentional  misconduct or gross negligence of Maker
or any of its  officers,  general  partners  or  members,  as the  case  may be,
Indemnitor (as defined in the Indemnity Agreement (as hereinafter defined)),  or
any agent or employee of any such persons,  or any removal of any portion of the
Security  Property not repaired as required by the Loan Documents,  in violation
of the terms of the Loan Documents,  to the full extent of the losses or damages
actually  incurred by Payee on account of such occurrence,  (vii) for failure by
Maker to pay any valid taxes, assessments, mechanic's liens, materialmen's liens
or other liens which could create liens on any portion of the Security  Property
which would be superior to the lien or security title of the Security Instrument
or the  other  Loan  Documents  except,  with  respect  to  any  such  taxes  or
assessments, to the extent that funds have been deposited with Payee pursuant to
the terms of the Security  Instrument  specifically  for the applicable taxes or
assessments and not applied by Payee to pay such taxes and  assessments,  (viii)
for all obligations and indemnities of


                                       10
<PAGE>

Maker  under  Section  1.31 of the  Security  Instrument  and the  Environmental
Indemnity  Agreement  (as  hereinafter  defined)  relating to hazardous or toxic
substances or radon or compliance with environmental  laws and regulations,  and
(ix) for fraud,  material  misrepresentation  or failure to  disclose a material
fact by Maker or any of its officers,  general partners or members,  as the case
may be,  Indemnitor  or any agent,  employee or other person  authorized to make
statements,  representations  or  disclosures  on behalf of Maker,  any officer,
general  partner or member,  as the case may be, of Maker or Indemnitor,  to the
full extent of any losses,  damages and expenses  actually  incurred by Payee on
account thereof.  Nothing  contained in this section shall (1) be deemed to be a
release or  impairment of the  indebtedness  evidenced by this Note or the other
obligations  of Maker under the Loan Documents or the lien of the Loan Documents
upon the Security  Property,  or (2) preclude  Payee from  foreclosing  the Loan
Documents  in case of any Event of  Default or from  enforcing  any of the other
rights of Payee except as stated in this section,  or (3) limit or impair in any
way  whatsoever  (A)  the  Indemnity  and  Guaranty  Agreement  (the  "Indemnity
Agreement") or (B) the  Environmental  Indemnity  Agreement (the  "Environmental
Indemnity  Agreement"),  each of even date  herewith  executed and  delivered in
connection  with the  indebtedness  evidenced by this Note or release,  relieve,
reduce,  waive or impair in any way  whatsoever,  any obligation of any party to
the Indemnity Agreement or the Environmental Indemnity Agreement.

         Notwithstanding  anything to the  contrary in this Note,  the  Security
Instrument or any of the other Loan Documents, Payee shall not be deemed to have
waived any right which Payee may have under Section 506(a),  506(b),  1111(b) or
any other  provisions of the U.S.  Bankruptcy  Code to file a claim for the full
amount  of  the  indebtedness  evidenced  hereby  or  secured  by  the  Security
Instrument or any of the other Loan  Documents or to require that all collateral
shall  continue to secure all of the  indebtedness  owing to Payee in accordance
with this Note, the Security Instrument and the other Loan Documents.

                        ARTICLE III. - GENERAL CONDITIONS

         3.1. No Waiver;  Amendment.  No failure to accelerate the  indebtedness
evidenced hereby by reason of default hereunder, acceptance of a partial or past
due payment,  or indulgences granted from time to time shall be construed (i) as
a novation  of this Note or as a  reinstatement  of the  indebtedness  evidenced
hereby or as a waiver  of such  right of  acceleration  or of the right of Payee
thereafter to insist upon strict compliance with the terms of this Note, or (ii)
to prevent the exercise of such right of acceleration or any other right granted
hereunder  or by any  applicable  laws;  and Maker hereby  expressly  waives the
benefit  of any  statute  or rule of law or equity  now  provided,  or which may
hereafter be provided,  which would produce a result  contrary to or in conflict
with the foregoing. No extension of the time for the payment of this Note or any
installment  due  hereunder  made by agreement  with any person now or hereafter
liable for the payment of this Note shall operate to release, discharge, modify,
change or affect the  original  liability  of Maker  under this Note,  either in
whole or in part, unless Payee agrees otherwise in writing. This Note may not be
changed orally,  but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.

         3.2. Waivers.  Presentment for payment,  demand,  protest and notice of
demand, protest and nonpayment and all other notices are hereby waived by Maker.
Maker hereby further


                                       11
<PAGE>

waives and renounces,  to the fullest extent permitted by law, all rights to the
benefits of any moratorium,  reinstatement,  marshaling, forbearance, valuation,
stay,  extension,  redemption,  appraisement,  exemption  and  homestead  now or
hereafter  provided by the Constitution and laws of the United States of America
and of each state thereof,  both as to itself and in and to all of its property,
real and personal,  against the  enforcement  and collection of the  obligations
evidenced by this Note or the other Loan Documents.

         3.3.  Limit  of  Validity.  The  provisions  of  this  Note  and of all
agreements  between Maker and Payee,  whether now existing or hereafter  arising
and whether written or oral, including,  but not limited to, the Loan Documents,
are hereby  expressly  limited so that in no  contingency  or event  whatsoever,
whether  by reason of demand or  acceleration  of the  maturity  of this Note or
otherwise,  shall the amount contracted for, charged,  taken, reserved,  paid or
agreed to be paid to Payee for the use,  forbearance  or  detention of the money
loaned under this Note ("Interest")  exceed the maximum amount permissible under
applicable law. If, from any circumstance whatsoever, performance or fulfillment
of any provision  hereof or of any agreement  between Maker and Payee shall,  at
the time  performance or fulfillment of such provision  shall be due, exceed the
limit  for  Interest  prescribed  by law or  otherwise  transcend  the  limit of
validity  prescribed by applicable law, then,  ipso facto,  the obligation to be
performed  or  fulfilled  shall  be  reduced  to such  limit,  and if,  from any
circumstance  whatsoever,  Payee shall ever  receive  anything  of value  deemed
Interest by applicable  law in excess of the maximum  lawful  amount,  an amount
equal  to any  excessive  Interest  shall be  applied  to the  reduction  of the
principal  balance  owing under this Note in the inverse  order of its  maturity
(whether or not then due) or, at the option of Payee, be paid over to Maker, and
not to the payment of Interest.  All Interest (including any amounts or payments
judicially  or otherwise  under the law deemed to be Interest)  contracted  for,
charged,  taken,  reserved,  paid or  agreed to be paid to Payee  shall,  to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout  the full term of this Note,  including any  extensions  and renewals
hereof until payment in full of the  principal  balance of this Note so that the
Interest  thereon  for such full term  will not  exceed at any time the  maximum
amount  permitted by applicable law.  Additionally,  to the extent  permitted by
applicable  law now or  hereafter  in effect,  Payee may, at its option and from
time to time,  implement any other method of computing  the maximum  lawful rate
under the law of the State in which the  Security  Property  is located or under
other  applicable  law by giving  notice,  if required,  to Maker as provided by
applicable  law now or  hereafter  in effect.  This Section 3.3 will control all
agreements between Maker and Payee.

         3.4. Use of Funds. Maker hereby warrants, represents and covenants that
the funds disbursed hereunder shall be used for business purposes.

         3.5.  Unconditional  Payment.  Maker is and shall be  obligated  to pay
principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any
abatement,  postponement,  diminution or deduction and without any reduction for
counterclaim  or setoff.  In the event that at any time any payment  received by
Payee  hereunder  shall be deemed by a court of competent  jurisdiction  to have
been a  voidable  preference  or  fraudulent  conveyance  under any  bankruptcy,
insolvency or other debtor relief law, then the  obligation to make such payment
shall survive any cancellation or satisfaction of this Note or return thereof to
Maker and shall not be discharged or


                                       12
<PAGE>

satisfied with any prior payment thereof or cancellation of this Note, but shall
remain a valid and binding  obligation  enforceable in accordance with the terms
and provisions  hereof,  and such payment shall be  immediately  due and payable
upon demand.

         3.6.  Governing  Law.  THIS NOTE SHALL BE  INTERPRETED,  CONSTRUED  AND
ENFORCED  ACCORDING TO THE LAWS OF THE STATE IN WHICH THE  SECURITY  PROPERTY IS
LOCATED.

         3.7. Waiver of Jury Trial.  MAKER, TO THE FULL EXTENT PERMITTED BY LAW,
HEREBY  KNOWINGLY,  INTENTIONALLY  AND VOLUNTARILY,  WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES 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  EVIDENCED BY THIS NOTE OR ANY CONDUCT,  ACT OR OMISSION OF
PAYEE  OR  MAKER,  OR ANY OF THEIR  RESPECTIVE  DIRECTORS,  OFFICERS,  PARTNERS,
MEMBERS,  EMPLOYEES,  AGENTS OR ATTORNEYS,  OR ANY OTHER PERSONS AFFILIATED WITH
PAYEE OR MAKER, IN EACH OR THE FOREGOING  CASES,  WHETHER  SOUNDING IN CONTRACT,
TORT OR OTHERWISE.

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

         3.9.  Dissemination of Information.  If Payee determines at any time to
sell,  transfer or assign this Note, the Security  Instrument 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"),  Payee 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 (as defined in
the Security  Instrument) rating such Securities,  each prospective Investor and
each of the foregoing's  respective counsel, all documents and information which
Payee now has or may hereafter  acquire  relating to the debt  evidenced by this
Note and to Maker,  Indemnitor and the Security Property,  which shall have been
furnished by Maker or Indemnitor as Payee determines necessary or desirable.

                     ARTICLE IV. - MISCELLANEOUS PROVISIONS

         4.1. The terms and provisions hereof shall be binding upon and inure to
the  benefit of Maker and Payee and their  respective  heirs,  executors,  legal
representatives,   successors,   successors-in-title  and  assigns,  whether  by
voluntary  action of the parties or by operation  of law. All personal  pronouns
used herein,  whether used in the masculine,  feminine or neuter  gender,  shall
include all other genders; the singular shall include the plural and vice versa.
Titles of articles and sections are for  convenience  only and in no way define,
limit, amplify or describe the


                                       13
<PAGE>

scope or intent of any provisions hereof. Time is of the essence with respect to
all provisions of this Note. This Note and the other Loan Documents  contain the
entire  agreements  between the parties  hereto  relating to the subject  matter
hereof and thereof and all prior  agreements  relative  hereto and thereto which
are not contained herein or therein are terminated.

         4.2.     Maker's Tax Identification Number is 54-2014536.

             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





                                       14
<PAGE>


         IN WITNESS  WHEREOF,  Maker has executed this Note as of the date first
written above.


                                     MAKER:

                                           CRIT-VA II, INC.,
                                           a Virginia corporation


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

<PAGE>


                                     ANNEX 1
                                       TO
                                 PROMISSORY NOTE
                               LOAN NO. 26-5950521


                                    [Omitted]