EXHIBIT 10.49



                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                      CRIT-CORNERSTONE LIMITED PARTNERSHIP

         This LIMITED  PARTNERSHIP  AGREEMENT (the  "Partnership  Agreement") is
made  as of  December  22,  1999,  by  and  between  CRIT-SC,  Inc,  a  Virginia
corporation,  the general  partner  ("General  Partner"),  and  CRIT-SC,  LLC, a
Virginia limited liability  company,  the limited partner ("Limited Partner" and
together with the General Partner, the "Partners").

                                  INTRODUCTION

         A. The General  Partner and the Limited  Partner  have agreed to form a
limited  partnership  (the  "Partnership")  pursuant  to the  provisions  of the
"Virginia Revised Uniform Limited Partnership Act" (the "Act"). The existence of
the  Partnership  shall  commence  upon the filing of a  certificate  of limited
partnership with the Virginia State Corporation Commission (the "Commission").

         B. The rights, duties and obligations of the Partners shall be governed
by the Act except as otherwise provided in this Partnership Agreement.  The term
"Person," as used herein, means an individual or an entity.

                                    ARTICLE I
                             ORGANIZATIONAL MATTERS

         1.1  NAME.  The name of the  Partnership  is  CRIT-Cornerstone  Limited
Partnership.  The  Partnership  may trade or  transact  business  under the name
CRIT-Cornerstone  Limited Partnership or such other name as shall be selected by
the General Partner.

         1.2 PURPOSE. The Partnership is formed to acquire, hold, operate and in
all  respects act as owner of real  property in South  Carolina and to engage in
any and all  activities  related  or  incidental  thereto  or  agreed  to by the
Partners from time to time provided,  however,  such activities shall be limited
to and conducted in such a manner as to permit  Cornerstone Realty Income Trust,
Inc.  (the  "Cornerstone  REIT")  at all  times  to  qualify  as a  real  estate
investment trust ("REIT") under sections 856 through 860 of the Internal Revenue
Code of 1986, as amended (the "Code").

         1.3 FILINGS.

             (a) The  Partnership has filed with the Commission a certificate of
limited partnership (the "Certificate") pursuant to Va Code ss. 50-73.11.

             (b) The  Certificate  designates  306 East Main  Street,  Richmond,
Virginia  23219  as  the  principal  office  (the  "Principal  Office")  of  the
Partnership.  It designates c/o McGuire,  Woods,  Battle & Boothe LLP, One James
Center, 901 East Cary Street, Richmond,  Virginia 23219 as its registered office
(the "Registered  Office") and James W. C. Canup, Esq., at that address,  as its
registered agent (the "Registered Agent").

<PAGE>


                                   ARTICLE II
                                   MANAGEMENT

         2.1 THE GENERAL  PARTNER.  The General  Partner shall have the sole and
exclusive  right,  duty and power to manage  the  business  of the  Partnership,
including, without limitation, the right and power to:

             (i)   acquire, hold, sell, maintain, encumber, improve,  develop or
         lease Partnership property,  real or personal, and any interest therein
         on such terms and conditions as the General Partner deems advisable;

             (ii)  borrow  money on behalf of the  Partnership,  secure any such
         borrowings with Partnership  assets,  and repay the same at any time or
         from time to time;

             (iii) establish investment accounts for the Partnership and deposit
         and withdraw funds in or from such accounts;

             (iv)  assign, compromise  or release any claim of, or debt due, the
         Partnership;

             (v)   institute and defend actions at law or in equity on behalf of
         the Partnership and consent to arbitrate any disputes or  controversies
         of the Partnership;

             (vi)  engage and retain accountants, lawyers and other professional
         persons to perform  services for the  Partnership,  and  purchase  such
         goods and other  services as may be required to conduct the business of
         the Partnership; and

             (vii) enter into such  contracts and perform such other acts as may
         be necessary to further the business of the Partnership.

         2.2 LIMITATIONS ON POWER AND AUTHORITY. Notwithstanding anything to the
contrary in this Partnership Agreement,  the General Partner's rights, authority
and power are subject to and limited by certain  provisions of the Bylaws of the
Cornerstone REIT (including  Article XIII therein) and actions described in such
Bylaws  (including  such Article) may only be undertaken in compliance  with the
provisions thereof, including the obtaining of any consents referred to therein.

                                   ARTICLE III
                                LIMITED PARTNERS

         3.1  PARTICIPATION  IN  MANAGEMENT.   The  Limited  Partner  shall  not
participate in the management or control of the business of the Partnership, and
shall have no power to sign for or bind the Partnership.

                                       2
<PAGE>




                                   ARTICLE IV
            CAPITAL; PROFITS AND LOSSES; COMPENSATION; DISTRIBUTIONS

         4.1 CAPITAL CONTRIBUTIONS.  Each of the Partners has contributed to the
capital of the  Partnership  the  property set forth on Schedule A. The Partners
shall not be required to make any  additional  capital  contributions  except as
required by law, but the Partners may make such additional contributions of cash
or  property  as they may  mutually  agree.  No Partner  shall have any right to
require  the return of all or any part of its  capital,  or to receive  interest
with respect thereto.

         4.2 CAPITAL ACCOUNTS.  A separate capital account  ("Capital  Account")
shall be maintained for each Partner. The value of each Capital Account shall be
the sum of the cash  contributions  to the  account,  the  agreed  upon value of
contributions  of property to the account and the share of  Partnership  profits
allocated to the account,  less all distributions  made from the account and the
share of Partnership losses allocated to the account.

         4.3 PROFITS  AND  LOSSES.  The  net  profits  and  net  losses  of  the
Partnership for any period (except for the profits and losses upon  dissolution)
shall be  credited or charged to the  Capital  Accounts  of the  Partners in the
percentages  set forth on Schedule A under the heading  "Partners'  Percentages"
(as the same may be amended from time to time, the "Partners' Percentages").

         4.4 DISTRIBUTIONS.  Any  cash  which,  in the  opinion  of the  General
Partner,  is not  reasonably  required for the  operation of the business of the
Partnership or for  Partnership  reserves (other than amounts  distributed  upon
dissolution)  shall  be  distributed  to the  Partners  in  accordance  with the
Partners'  Percentages  not less frequently  than each calendar  quarter.  Other
distributions of assets may be made from time to time in the same manner.

         4.5 REIT  DISTRIBUTIONS.  Notwithstanding  anything to the  contrary in
this  Agreement,  the General  Partner shall cause the Partnership to distribute
amounts  sufficient  to  enable  the  Cornerstone  REIT to pay its  shareholders
dividends  that will  allow the  Cornerstone  REIT to (i) meet the  distribution
requirement for qualification as a REIT as set forth in Section 857(a)(1) of the
Code and (ii) avoid any federal  income or excise tax  liability  imposed by the
Code.

         4.6 LOANS.  A  loan  by a  Partner  to  the  Partnership  shall  not be
considered  a  capital   contribution  and  shall  be  repaid  as  debt  of  the
Partnership.


                                       3

<PAGE>


                                    ARTICLE V
                                 INDEMNIFICATION


         5.1 INDEMNIFICATION.

             (a) The Partnership shall indemnify each Partner (and each director
and officer of a Partner) who was, is or is threatened to be made a party to any
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative, and whether formal or informal (a "Proceeding"), (i) solely by
reason of being or having  been a Partner or a director  or officer of a Partner
or (ii) as a result of having  served at the  request  of the  Partnership  as a
fiduciary  for an employee  benefit or other plan related to the business of the
Partnership, against any liability and reasonable expenses (including reasonable
attorney's  fees),  incurred  as  a  result  of  such  Proceeding,  except  such
liabilities  and  expenses  which are  incurred  as a result of a breach of this
Partnership Agreement, willful misconduct or a knowing violation of the law.

             (b) The Partnership  shall promptly make advances or reimbursements
for reasonable expenses (including attorney's fees) incurred by any Partner or a
director or officer of a Partner  claiming  indemnification  under this  Article
unless it has been  determined  that such  Partner,  director  or officer is not
entitled to  indemnification.  Advances or reimbursements made in advance of any
such determination shall be conditioned upon receipt from the Partner,  director
or officer claiming indemnification of a written undertaking to repay the amount
of such  advances or  reimbursements  if it is ultimately  determined  that such
Partner, director or officer is not entitled to indemnification.

                                   ARTICLE VI
                              EVENTS OF DISSOLUTION

         6.1 EVENTS OF DISSOLUTION. The Partnership shall only be dissolved:

                 (i)   upon the election of the General Partner;

                 (ii)  at such time  as  there  is no  General  Partner  serving
         unless,  within 90 days, the Limited  Partner  consents to continue the
         business of the Partnership and appoints one or more General Partners;

                 (iii) upon automatic cancellation of the certificate of limited
         partnership for failure to pay annual  registration  fees, unless steps
         to obtain reinstatement are promptly taken; or

                 (iv)  by judicial decree.


                                       4

<PAGE>




                                   ARTICLE VII
                     DISSOLUTION, WINDING UP AND TERMINATION

         7.1 GENERAL. Upon dissolution without continuation, the business of the
Partnership  shall be wound up by the General Partner or, if there is no General
Partner, by a representative  designated by the Limited Partner (either of which
or whom is hereinafter  referred to as the  "Liquidating  Representative").  The
Liquidating Representative shall proceed with reasonable promptness to liquidate
the  business and assets of the  Partnership  and may  determine  whether and to
which Partners  properties  should be distributed  in kind.  Partnership  assets
shall be distributed in the following order:

                 (i)   to  creditors  of the Partnership, including Partners who
         are creditors, in the order of priority by law;

                 (ii)  to the creation of such reserves for contingencies as the
         Liquidating Representative may deem necessary or advisable;

                 (iii) to the Limited Partner to the extent of its  contribution
         to capital;

                 (iv)  to the General Partner to the extent of its  contribution
         to capital;

                 (v)   to the Partners, General and Limited,  according to their
         Capital Account balances, after all adjustments.


                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.1 BOOKS OF ACCOUNT AND RECORDS.  The Partnership  shall keep complete
books of account at the Principal  Office which shall be open to  examination by
the Partners,  the Cornerstone REIT and their authorized  representatives during
normal  business  hours.  The books shall be kept on a cash or accrual basis, as
determined by the General Partner.

         8.2 TAX COMPLIANCE.  Notwithstanding anything to the contrary contained
in this Partnership Agreement,  all actions taken in the conduct of the business
of the Partnership,  or on its dissolution,  shall comply with the provisions of
Section 704 of the Code and the  Regulations  thereunder.  The  General  Partner
shall be the "Tax Matters Partner" required by the Code.

         8.3 POWER OF ATTORNEY.  The Limited Partner hereby appoints the General
Partner its  attorney-in-fact,  or agent, to execute,  acknowledge,  deliver and
file in its name any document  required by law to be filed by the Partnership or
such Partner with any  governmental  body or agency.  Any such  appointment is a
special power,  coupled with an interest,  and shall remain in effect as long as
the  Partner  granting  it has  any  interest  in  the  Partnership  or  remains
responsible for any obligations under this Partnership Agreement.

                                       5

<PAGE>


         8.4 COUNTERPARTS.  This Partnership Agreement may be executed in two or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

         8.5 AMENDMENTS. This Partnership Agreement may be amended only with the
consent of the General Partner and the Limited Partner.

         8.6 THIRD  PARTIES;  SUCCESSORS AND ASSIGNS.  The agreements  contained
herein are for the benefit of the parties hereto and their permitted  successors
and assigns and are not for the benefit of any third parties, including, without
limitation, creditors of the Partnership.

         8.7 HEADINGS.  The section headings herein are for convenience only and
shall not affect the interpretation of this Partnership Agreement.

         8.8 INTERPRETATION.   This  Partnership   Agreement  is  executed   and
delivered in the Commonwealth of Virginia and shall be construed and enforced in
accordance  with the laws of such state  without  giving effect to its choice of
law rules.

         WITNESS the following signatures:

                                          GENERAL PARTNER


                                          CRIT-SC, Inc.

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


                                          LIMITED PARTNER:


                                          CRIT-SC, LLC

                                          By:    /s/  S. J. Olander, Jr.
                                                 -------------------------------
                                          Name:  S. J. Olander, Jr.
                                          Title: Manager

                                       6
<PAGE>



                                   SCHEDULE A

GENERAL PARTNER

Name and                        Capital                       Partners'
Business Address                Contribution                  Percentages

CRIT-SC, Inc.                   $1.00                         1%
306 East Main Street
Richmond, Virginia  23219




LIMITED PARTNER

Name and
Business Address

CRIT-SC, LLC                    $99.00                        99%
306 East Main Street
Richmond, Virginia  23219


                                       7