EXHIBIT 4.4

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






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               ASSIGNMENT OF WARRANTIES AND OTHER CONTRACT RIGHTS





                                CRIT-VA II, INC.




                                       TO




                            FIRST UNION NATIONAL BANK


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               ASSIGNMENT OF WARRANTIES AND OTHER CONTRACT RIGHTS

         THIS   ASSIGNMENT  OF  WARRANTIES  AND  OTHER  CONTRACT   RIGHTS  (this
"Assignment"), made as of the 23rd day of March, 2001, is by CRIT-VA II, INC., a
Virginia  corporation  ("Borrower"),  whose  address  is 306 East  Main  Street,
Richmond,  Virginia  23219,  in favor of FIRST UNION  NATIONAL  BANK, a national
banking  association  ("Lender"),  whose address is One First Union Center,  301
South  College  Street,  Mailcode  NC 0166,  Charlotte,  North  Carolina  28288,
Attention: Contract Finance.

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

         THAT,  WHEREAS,  Borrower  has  executed  and  delivered  to  Lender  a
Promissory  Note dated of even date herewith (the "Note"),  payable to the order
of Lender, which Note evidences a loan made by Lender to Borrower; and

         WHEREAS, the Note is secured by that certain Deed of Trust and Security
Agreement dated of even date herewith (the "Deed of Trust"),  from Borrower,  as
grantor,  for the benefit of Lender,  as beneficiary,  encumbering  that certain
real property situated in the City of Fredericksburg,  Commonwealth of Virginia,
as  more  particularly  described  on  Exhibit  A  attached  hereto  and by this
reference incorporated herein (the "Real Estate"); and

         WHEREAS,  Borrower  is  desirous  of  further  securing  to Lender  the
repayment of the  indebtedness  evidenced by the Note and the performance of the
other terms, covenants and agreements contained herein and in the Note, the Deed
of Trust and any other Loan Document (as defined in the Deed of Trust).

         NOW, THEREFORE, in consideration of the making of the loan evidenced by
the Note by Lender to Borrower  and for other good and  valuable  consideration,
the receipt and  sufficiency of which are hereby  acknowledged,  Borrower hereby
irrevocably, absolutely and unconditionally assigns and transfers to Lender, its
successors and assigns,  all of Borrower's  right,  title and interest in and to
the following, to the extent assignable:

         (A)  any and all  contracts  and  agreements  with  management  agents,
leasing agents, sales agents, service and maintenance agents (collectively,  the
"Contracting  Parties",  or,  singularly,  a "Contracting  Party"),  whether now
existing or hereafter arising, relating to the management,  operation,  leasing,
sale,  maintenance  and repair of the Real Estate and/or the  apartment  complex
consisting  of a total of 258 units and other  improvements  located on the Real
Estate (the  "Improvements") (the Real Estate and the Improvements are sometimes
hereinafter  collectively  referred to as the  "Property"),  including,  without
limitation, management agreements, equipment leases and personal property leases
(collectively, the "Contracts" or, singularly, a "Contract"); and

         (B) any and all warranties  and guaranties  relating to the Property or
any fixtures,  equipment or personal  property  owned by Borrower and located on
and/or used in connection  with the Property,  whether now existing or hereafter
arising; and

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         (C) any and all permits,  licenses,  certificates  of use and occupancy
(or their  equivalent) and applications and approvals issued by any governmental
authority or agency relating to the  construction,  ownership,  operation and/or
use of the Property, whether now existing or hereafter arising.

(The Contracts, together with the items referred to in subparagraphs (B) and (C)
above,   are  sometimes  herein   collectively   referred  to  as  the  "General
Intangibles".)

         This Assignment is made upon the following terms and conditions:

         1. Borrower represents, warrants and covenants to and with Lender that:
(a) Borrower  shall not make any changes in or  amendments to any of the General
Intangibles without the prior written consent of Lender, which consent shall not
be unreasonably withheld, provided, however, that notwithstanding the foregoing,
Lender's  consent shall not be required with respect to changes in or amendments
to any Contract (i) which does not relate to the overall management or operation
of the Property,  (ii) which is terminable  without cause and without payment of
any  penalty or  termination  fee on thirty (30) days'  notice,  and (iii) under
which the  Contractor  does not have any right,  by reason of applicable  law or
otherwise,  to assert a lien against the Property  which is superior to the lien
of the Deed of Trust;  (b)  Borrower  shall not tender or accept a surrender  or
cancellation of any of the General Intangibles without the prior written consent
of Lender where such surrender or cancellation would materially adversely affect
the  Property or Lender's  interest  therein or Lender's  security or where such
surrender or  cancellation  would  violate the terms of any Loan  Document;  (c)
Borrower shall promptly provide to Lender copies of all changes in or amendments
to the Contract, which would increase the fees payable by Borrower thereunder by
more than $10,000,  whether or not Lender's consent thereto is required pursuant
to clause (a) above and Borrower shall promptly  notify Lender in writing of any
surrender or cancellation of a Contract  whether or not Lender's consent thereto
is required  pursuant  to clause (b) above;  (d) except as  otherwise  expressly
permitted  by the  terms of the Deed of  Trust,  Borrower  has not  assigned  or
granted  and will not assign or grant a security  interest in any of the General
Intangibles to anyone other than Lender; (e) to Borrower's knowledge, Borrower's
interest in the General Intangibles is not subject to any claim,  setoff,  lien,
deduction  or  encumbrance  of any nature  (other than the  encumbrance  created
hereby,  the  encumbrance  created  by the Deed of Trust and  those  subordinate
encumbrances,  if any, created in connection with any junior encumbrances on the
Real Estate expressly permitted by the terms of the Deed of Trust); (f) Borrower
has full power and authority to make this  Assignment;  (g) Borrower  shall make
all required  payments and otherwise  perform its obligations  under the General
Intangibles;  and (h)  Borrower  shall  give  immediate  notice to Lender of any
notice  of any  material  default  served  upon  Borrower  with  respect  to its
obligations  under  any of the  General  Intangibles  and,  at the sole cost and
expense of Borrower,  shall enforce or secure the  performance of each and every
material obligation of the Contracting Parties to be kept or performed under the
Contracts.

         2.  Neither  this  Assignment  nor any action or actions on the part of
Lender (including,  without  limitation,  any assumption by Lender of the rights
and  obligations  under the General  Intangibles  pursuant to the  provisions of
Paragraph 3 hereof) shall relieve Borrower of


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any obligation  under the General  Intangibles and Borrower shall continue to be
primarily  liable for all  obligations  thereunder,  Borrower hereby agreeing to
perform each and all of its obligations under the General Intangibles.  Borrower
hereby  protects,  defends,  indemnifies and holds Lender free and harmless from
and against any and all loss,  cost,  liability or expense  (including,  but not
limited to, reasonable attorneys' fees and accountants' fees) resulting from any
failure of Borrower to so perform under the General Intangibles.

         3. Upon the occurrence and continuance of an Event of Default hereunder
or under any of the other Loan Documents, Lender may, but shall not be obligated
to,  assume any or all of the  obligations  of Borrower  under any or all of the
Contracts and/or exercise the rights,  benefits and privileges of Borrower under
any or all of the General Intangibles, to the extent permitted by applicable law
and the terms of the Contracts or General Intangibles as the case may be.

         4. Upon the occurrence and continuance of an Event of Default hereunder
or under any of the other Loan  Documents,  Lender may give notice to any or all
of the Contracting  Parties,  either requiring the Contracting Party to continue
performance under its Contract or, alternatively, terminating the Contract. This
Assignment shall constitute a direction to and full authority to the Contracting
Parties under the Contracts to act at Lender's  written  direction and otherwise
perform on Lender's  behalf under the  Contracts,  without proof of the event of
default  relied upon.  The  Contracting  Parties  shall be entitled to rely upon
written  notice  from  Lender  that  Lender  has  assumed  all of the rights and
obligations of Borrower under the applicable  Contract  without any inquiry into
whether  Borrower  is in  default  hereunder  or  under  any of the  other  Loan
Documents. Such assumption of a Contract by Lender shall be evidenced by written
notice from Lender to the applicable  Contracting  Party. Under no circumstances
shall  Lender  be  deemed by any party to have  assumed  Borrower's  rights  and
obligations  under a Contract  unless and until such written notice is delivered
to the Contracting Party in accordance with the foregoing provision.

         5.  Lender  shall  have  the  right  at any  time,  but  shall  have no
obligation,  to take in its name or in the name of Borrower, or otherwise,  such
action as Lender may at any time or from time to time determine to be reasonably
necessary to cure any default  under the General  Intangibles  or to protect the
rights of Borrower or Lender  thereunder.  Lender  shall incur no  liability  to
Borrower  if any  action  taken by Lender or in  Lender's  behalf in good  faith
pursuant to this Assignment  shall prove to be in whole or in part inadequate or
invalid. Borrower hereby protects, defends, indemnifies and holds Lender and its
affiliated entities,  free and harmless from and against any and all loss, cost,
liability  or  expense  (including,  but not  limited  to,  attorneys'  fees and
accountants' fees) to which Lender may be exposed,  or that Lender may incur, in
exercising  any of its  rights  under  this  Assignment,  unless  caused  by the
intentional  misconduct or gross negligence of Lender as finally determined by a
court of competent jurisdiction.

         6. Borrower hereby irrevocably constitutes and appoints Lender its true
and  lawful  attorney-in-fact  in  Borrower's  name  or  in  Lender's  name,  or
otherwise,  to, from and after the occurrence of an Event of Default by Borrower
hereunder or under any of the other Loan  Documents to enforce all of the rights
of Borrower  under the General  Intangibles.  It is hereby  recognized  that the
power of attorney  herein  granted is coupled  with an interest and shall not be
revocable so long as any sums are  outstanding  under the loan  evidenced by the
Note.


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         7. Borrower  shall deliver to Lender a true,  correct and complete copy
of each  Contract  promptly  after it has been  executed  and  delivered  by the
parties thereto.

         8.  Notwithstanding  anything to the contrary contained herein,  Lender
shall have no right under this  Assignment to assume any Contract or to exercise
any rights,  benefits or privileges  of Borrower  under any of the other General
Intangibles  unless and until an Event of Default  shall  have  occurred  and be
continuing  under the terms of this  Assignment or the terms of any of the other
Loan  Documents and such default shall not have been cured within any applicable
grace or cure period.

         9. Intentionally omitted.

         10. This  Assignment and the agreements  and  undertakings  of Borrower
hereunder  shall be binding upon  Borrower,  its  successors and assigns and any
subsequent  owner of the Property,  and shall inure to the benefit of Lender and
its  successors  and assigns and any  purchaser of any interest of Lender in the
Note, the Deed of Trust and the other Loan Documents.

         11. Borrower covenants and agrees to make, execute and deliver all such
further or additional  instruments as may be reasonably necessary to satisfy the
intents and purposes hereof and to perfect the assignment made hereby.

         12. This  Assignment  shall be construed under and governed by the laws
of the State in which the Property is located,  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.  In any action brought under or
arising out of this  Assignment  or the other Loan  Documents,  Borrower  hereby
consents to the  jurisdiction  of any competent  court within the State in which
the  Property  is  located  and  consents  to  service  of  process by any means
authorized by the law of the State in which the Property is located.

         13. All notices, demands, requests or other communication to be sent by
one party to any other  hereunder  or  required  by law shall be in writing  and
shall be deemed to have been validly  given or served by delivery of the same in
person to the intended addressee, or by depositing the same with Federal Express
or another  reputable  private courier service for next business day delivery to
the  intended  addressee  at its  address  set forth on the  first  page of this
Assignment or at such other address as may be designated by such party as herein
provided,  or by depositing the same in the United States mail, postage prepaid,
registered  or  certified  mail,  return  receipt  requested,  addressed  to the
intended addressee at its address set forth on the first page of this Assignment
or at such other address as may be designated by such party as herein  provided.
All notices to Lender  shall be addressed  to the  attention of Capital  Markets
Group.  All notices,  demands and requests shall be effective upon such personal
delivery, or one (1) business day after being deposited with the private courier
service,  or two (2) business  days after being  deposited in the United  States
mail as required above. Rejection or other refusal to accept or the inability to
deliver  because of changed address of which notice was given as herein required
shall be deemed to be receipt of the notice,  demand or request  sent. By giving
to any


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other party hereto at least fifteen (15) days' prior written  notice  thereof in
accordance with the provisions  hereof,  the parties hereto shall have the right
from time to time to change their  respective  addresses and each shall have the
right to specify as its address any other  address  within the United  States of
America.

         14. In case of a conflict  between any provision of this Assignment and
any  provision  of the other Loan  Documents,  the  provision  set forth in this
Assignment shall prevail and be controlling.

         15. This Assignment may be executed in any number of counterparts, each
of which shall be  effective  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.

         16.  Notwithstanding   anything  to  the  contrary  contained  in  this
Assignment,  the  liability of Borrower  and its  officers,  directors,  general
partners,  managers,  members and principals for the indebtedness  issued 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.

         17. 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
effected thereby and shall be enforced to the fullest extent permitted by law.

         18. This Assignment may not be amended,  modified or otherwise  changed
except by a written instrument duly executed by Borrower and Lender.


             [THE BALANCE OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]






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


                                               BORROWER:

                                               CRIT-VA II, INC.,
                                               a Virginia corporation


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

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COMMONWEALTH OF VIRGINIA
CITY/COUNTY OF  Richmond
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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

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                                    EXHIBIT A

                                    [Omitted]