Assignment And Assumption Agreement

Assignment and Assumption Agreement




                                                                    EXHIBIT 10.8


                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                      (PERTAINING TO ADVISORY AGREEMENT FOR
                      APPLE RESIDENTIAL INCOME TRUST, INC.)

     This  Assignment and Assumption  Agreement (the  "Agreement") is made as of
October 1, 1998, by and among Apple Residential  Income Trust,  Inc.  ("Apple"),
Apple Residential Advisors,  Inc. ("ARA"),  Apple Residential  Management Group,
Inc.  ("ARMG") and Cornerstone  Realty Income Trust, Inc.  ("Cornerstone"),  and
provides as follows:


                                    RECITALS:

     A. Under an Advisory  Agreement dated as of November 1, 1996 (the "Advisory
Agreement"),  ARA agreed to provide certain  advisory  services to Apple as more
particularly described in the Advisory Agreement.

     B. Pursuant to an Advisory Agreement  Subcontract dated as of March 1, 1997
(the  "Subcontract"),  among Apple,  ARA, and  Cornerstone,  ARA  delegated  and
assigned to  Cornerstone  and  Cornerstone  accepted  from ARA a delegation  and
assignment of ARA's duties,  obligations,  rights, powers and benefits under the
Advisory Agreement.

     C. Pursuant to a letter dated  September 30, 1998 from  Cornerstone  to ARA
and Apple, the Subcontract was terminated  effective at the close of business on
September  30, 1998,  with the effect that the Advisory  Agreement  was again in
full force and effect according to its terms.

     D. ARA desires to delegate  and assign to ARMG,  and ARMG desires to accept
the  delegation and  assignment  from ARA of, all of ARA's duties,  obligations,
rights,  powers and benefits under the Advisory  Agreement  attributable  to the
period beginning on the date of this Agreement,  and Apple is willing to consent
to such delegation and assignment, all as more particularly set forth herein.

     E.  Cornerstone,  which is  expected to provide to ARMG  certain  employees
necessary to perform the services required under the Advisory Agreement,  enters
into this Agreement so as to evidence its  acknowledgment  and  understanding of
the assignment from ARA to ARMG.

     NOW THEREFORE, in consideration of the foregoing,  the mutual covenants and
agreements  contained  herein,  and other good and valuable  consideration,  the
parties agree as follows:

     1. Assignment and  Assumption.  ARA does hereby delegate and assign to ARMG
all of ARA's duties, obligations, rights, powers and benefits under the Advisory
Agreement  attributable  to the period  beginning on the date of this Agreement.
ARMG accepts such delegation and  assignment.  The intent of such delegation and
assignment  is to impose upon ARMG all duties and  obligations  of ARA under the
terms of the Advisory Agreement attributable






to the period  beginning on the date of this Agreement,  and to confer upon ARMG
all  of  the  correlative  rights,  powers  and  benefits  (including,   without
limitation,  the right to receive all fees and expense reimbursements) conferred
by or  provided  for in the  Advisory  Agreement,  and this  Agreement  shall be
interpreted  and construed  consistently  with such intent.  For as long as this
Agreement  remains  in  effect,  the  term  "Advisor"  as used  in the  Advisory
Agreement shall be deemed to refer to ARMG,  unless the context clearly requires
otherwise.

     2. Consent of Apple;  Acknowledgment of Cornerstone.  Apple consents to the
delegation and assignment  referred to Section 1.  Cornerstone  understands  and
acknowledges the delegation and assignment referred to in Section 1.

     3.  Capitalized  Terms.  Capitalized  terms used and not otherwise  defined
herein shall have the meanings set forth in the Advisory Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement by
their duly authorized officers as of the date first above written.

                                           APPLE RESIDENTIAL INCOME TRUST, INC.,
                                             a Virginia corporation

                                           By: Glade M. Knight
                                              ----------------------------------

                                           Title: President
                                                 -------------------------------


                                           APPLE RESIDENTIAL ADVISORS, INC.,
                                             a Virginia corporation

                                           By: Glade M. Knight
                                              ----------------------------------

                                           Title: President
                                                 -------------------------------

                                           APPLE RESIDENTIAL MANAGEMENT
                                             GROUP, INC., a Virginia corporation

                                           By: Glade M. Knight
                                              ----------------------------------

                                           Title: President
                                                 -------------------------------

                                           CORNERSTONE REALTY INCOME TRUST,
                                             INC., a Virginia corporation

                                           By: Glade M. Knight
                                              ----------------------------------

                                           Title: Chief Executive Officer
                                                 -------------------------------



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