EXHIBIT 10.44


                                  CRIT-SC, INC.

                            ARTICLES OF INCORPORATION


                                    ARTICLE I
                                      NAME


         The name of the Corporation is CRIT-SC, Inc. (the "Corporation").

                                   ARTICLE II
                                     PURPOSE


         The  Corporation  is  organized  to engage in any lawful  business  not
required by the Virginia Stock  Corporation  Act to be stated in the Articles of
Incorporation.

                                   ARTICLE III
                                AUTHORIZED SHARES


         3.1 Number and  Designation.  The number and designation of shares that
the Corporation shall have authority to issue are as follows:

                           Class                     Number of Shares
                           -----                     ----------------

                           Common                          5,000

         3.2 Preemptive  Rights. No holder of outstanding  shares shall have any
preemptive right with respect to (i) any shares of any class of the Corporation,
whether now or hereafter  authorized,  (ii) any  warrants,  rights or options to
purchase any such shares,  or (iii) any  obligations  convertible  into any such
shares or into warrants, rights or options to purchase any such shares.

         3.3 Voting; Distributions.  The holders of the Common Shares shall have
unlimited  voting  rights  and are  entitled  to  receive  the net assets of the
Corporation  upon the  liquidation,  dissolution or winding up of the affairs of
the Corporation.

<PAGE>

                                   ARTICLE IV
                     REGISTERED OFFICE AND REGISTERED AGENT


         The address of the initial registered office of the Corporation,  which
is located in the City of Richmond,  Virginia,  is c/o McGuire,  Woods, Battle &
Boothe LLP, 901 East Cary Street,  One James Center,  Richmond,  Virginia 23219.
The initial  registered  agent of the  Corporation  is James W. C. Canup,  whose
business office is identical with the registered office and who is a resident of
Virginia and a member of the Virginia State Bar.

                                    ARTICLE V
                                 INDEMNIFICATION


         5.1 Mandatory Indemnification.  The Corporation (the term "Corporation"
as used in this Section 5.1 shall mean this  Corporation only and no predecessor
entity or other legal entity) shall  indemnify any  individual who is, was or is
threatened   to  be  made  a  party  to  a  civil,   criminal,   administrative,
investigative or other proceeding (other than a proceeding by or in the right of
the Corporation or by or on behalf of its shareholders, or a proceeding in which
he or she was  adjudged  liable  on the basis of having  improperly  received  a
personal benefit) because such individual is or was a director or officer of the
Corporation or of any other legal entity controlled by the Corporation, or is or
was a fiduciary of any employee benefit plan established at the direction of the
Corporation,  against all liabilities and reasonable expenses incurred by him or
her on account of the proceeding.  Indemnification  pursuant to this Section 5.1
shall be subject to the following  conditions:  (i) if the proceeding relates to
the  performance  of  duties by the  individual  seeking  indemnification,  such
individual  shall have  conducted  himself or herself in good faith and believed
that his or her conduct was in the best  interests of the legal entity he or she
was serving or of its participants, if such legal entity was an employee benefit
plan; (ii) if the

                                       2

<PAGE>


proceeding is a criminal  proceeding,  the  individual  seeking  indemnification
shall have no  reasonable  cause to believe that his or her conduct prior to the
initiation of the  proceeding  was unlawful;  and (iii) if the proceeding is any
other type of proceeding,  the individual seeking indemnification,  prior to the
initiation of the  proceeding,  shall have conducted  himself or herself in good
faith and believed  that his or her conduct was at least not opposed to the best
interests of the legal entity such  individual was serving or its  participants,
if such legal entity was an employee benefit plan. Before any indemnification is
paid a determination  shall be made that  indemnification  is permissible in the
circumstances because the person seeking indemnification has met the standard of
conduct set forth above. Such determination shall be made in the manner provided
by  Virginia  law  for  determining  that   indemnification  of  a  director  is
permissible.  Unless a determination has been made that  indemnification  is not
permissible,  the Corporation shall make advances and reimbursement for expenses
incurred by any of the persons named above upon receipt of an  undertaking  from
him or her to repay the same if it is ultimately determined that such individual
is not entitled to indemnification. The Corporation is authorized to contract in
advance to indemnify any of the persons named above to the extent it is required
to  indemnify  them  pursuant  to  the  provisions  of  this  Section  5.1.

         5.2   Miscellaneous.   The   rights   of  each   person   entitled   to
indemnification  under this Article  shall inure to the benefit of such person's
heirs,  executors and administrators.  Indemnification  pursuant to this Article
shall not be exclusive of any other right of indemnification to which any person
may  be  entitled,  including  indemnification  pursuant  to a  valid  contract,
indemnification by legal entities other than the Corporation and

                                       3

<PAGE>

indemnification  under  policies of insurance  purchased  and  maintained by the
Corporation or others.  However,  no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another including
an insurer.


Dated: December 22, 1999


                                           By:  /s/  Martin B. Richards
                                                --------------------------------
                                                Martin B. Richards, Incorporator



                                       4