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                                                                   Exhibit 10.66
                                                                   _____________


             FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

     This Assignment, Assumption and Amendment Agreement ("Agreement") is made 
and entered into as of June 15th, 1998, by and between ALCO II, a North 
Carolina limited liability Company ("Assignor"), CAPSTONE CAPITAL OF VIRGINIA, 
INC., an Alabama corporation ("Assignee"), and BCC DEVELOPMENT MANAGEMENT CO., 
a Delaware corporation ("BCC"), with reference to the following facts:


                             Preliminary Statements

     WHEREAS, Assignor is the owner of the real property described on Exhibit 
"A" hereto (the "Property") located in Roanoke, Virginia; and

     WHEREAS, in order to construct improvements on the Property, Assignor 
entered into that certain Development Agreement with BCC dated as of June 30, 
1997 (the "Development Agreement"), pursuant to which BCC has completed a 
substantial portion of such improvements; and

     WHEREAS, in connection with the Development Agreement, Assignor and BCC 
entered into that certain Construction Disbursement Agreement dated as of June 
30, 1997 (the "Disbursement Agreement"), with respect to the procedures for 
making disbursements under that certain Building and Term Loan Agreement dated 
as of June 30, 1997, between Assignor and Capstone Capital Corporation 
("Capstone"); and

     WHEREAS, pursuant to that certain Deed dated as of even date herewith made 
by Assignor to Assignee, ALCO has sold and transferred the Property to 
Assignee, subject to that certain Deed of Trust with Absolute Assignment of 
Rents (with License Back), Security Agreement and Fixture Filing dated as of 
May 30, 1997, made by ALCO to Capstone; and

     WHEREAS, in connection with such sale, Assignor has agreed to assign to 
Assignee, and Assignee has agreed to assume from Assignor, all of Assignor's 
rights and obligations under the Development Agreement and the Disbursement 
Agreement, including without limitation payment of all amounts owing to BCC 
thereunder; and

     WHEREAS, Assignee and BCC desire to amend the Development Agreement and 
the Disbursement Agreement (collectively, the "Construction Documents") as 
provided herein;

     NOW, THEREFORE, for $10 and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee 
and BCC hereby agree as follows:


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          Section 1. Outstanding Obligations of Assignor under the Development 
Agreement and the Disbursement Agreement. Assignor and BCC hereby represent and 
warrant that as of the date hereof, Assignor has performed all of its 
obligations under the Construction Documents and all amounts owing to BCC 
thereunder have been paid in full, except that $____________ (the 
"Indebtedness") is due and owing to BCC under the Development Agreement 
in respect of _____________________________________________. Assignor and BCC 
further represent and warrant that as of the date hereof there exists no Event 
of Default (as defined in the Development Agreement) or event which, with the 
giving of notice or the lapse of time, or both, would constitute an Event of 
Default.

          Section 2. Assignment of Assignor's Rights under the Construction 
Documents. Assignor hereby assigns to Assignee all of Assignor's right, title 
and interest in, to and under the Construction Documents.

          Section 3. Assumption of Assignor's Obligations under the 
Construction Documents. Assignee hereby assumes all of the obligations of 
Assignor under the Construction Documents, including without limitation payment 
of the Indebtedness, and agrees that it shall be substituted in Assignor's 
name, place and stead thereunder as if it were the original party thereto. 
Assignee hereby agrees to assume, pay, perform and discharge the Indebtedness 
and the other obligations of Assignor under the Construction Documents in 
accordance with the terms thereof.

          Section 4. Indemnification. Assignee hereby agrees to indemnify and 
save and hold harmless Assignor and its members from and against any failure of 
Assignee to pay, perform and discharge the Indebtedness and the other 
obligations of Assignor under the Construction Documents in accordance with the 
terms thereof.

          Section 5. Amendment of Construction Documents.

          (a) Each reference in the Construction Documents to Assignor, to 
"ALCO" or to "Owner" shall hereafter mean and refer instead to Assignee.

          (b) All notices to Assignee under the Construction Documents shall be 
directed to:

                    Capstone Capital of Virginia, Inc.
                    c/o Capstone Capital Corporation
                    1000 Urban Center Drive, Suite 630
                    Birmingham, Alabama 35242

          (c) The parties agree that the "Approved Budget" as referred to in the
Construction Documents is the budget attached hereto as Exhibit "B".

          (d) In all other respects, the Construction Documents are confirmed 
and ratified.


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The execution of this Agreement by the parties hereto shall be effective to 
modify and amend the Construction Documents as provided herein and to 
substitute Assignee for Assignor without further documentation; provided, 
however, that each of the parties hereto agrees to execute such other documents 
or instruments as any other party may reasonably request to evidence the 
amendment and substitution effected herein.

     Section 6. Reaffirmation of Covenants. BCC hereby reaffirms the 
representations set forth in Section 3.1 of the Development Agreement.

     Section 7. Consent and Release. BCC hereby consents to the assignment and 
assumption evidenced hereby and releases Assignor from all liabilities with 
respect to the Indebtedness and otherwise under the Construction Documents.

     Section 8. Capitalized Terms. All capitalized terms used but not 
otherwise defined herein shall have the meanings assigned to such terms in the 
Construction Documents.

     Section 9. Miscellaneous.

     a. Waiver. No consent or waiver, express or implied, by any party to this 
Agreement to or of any breach or default by any other party to this Agreement 
in the performance by such other party of the obligations thereof under this 
Agreement shall be deemed or construed to be a consent or waiver to or of any 
other breach or default in the performance by such other party of the same or 
any other obligations of such other party under this Agreement. Failure on the 
part of any party to this Agreement to complain of any act of failure to act of 
any other party to this Agreement or to declare such other party in default, 
irrespective of how long such failure continues, shall not constitute a waiver 
by such party of the rights thereof under this Agreement.

     b. Severability, Complete Agreement. If any provision of this Agreement or 
the application thereof to any Person or circumstance shall be invalid or 
unenforceable to any extent, the remainder of this Agreement and the 
application of such provisions to any other Person or circumstance shall not be 
affected thereby, and such provisions shall be enforced to the greatest extent 
permitted by law. This Agreement and the instruments executed in connection 
herewith constitute the full and complete agreement of the parties and 
supersedes all prior negotiations, correspondence, and memoranda relating to 
the subject matter hereof.

     c. Amendment. Neither this Agreement nor any provision hereof may be 
changed, waived, discharged or terminated orally, but only by an instrument in 
writing signed by the party against whom enforcement of the change, waiver, 
discharge or termination is sought.

     d. Headings; Number and Gender. The headings of the sections, paragraphs 
and subdivisions of this Agreement are for convenience of reference only, are 
not to be considered a part hereof and shall not limit or otherwise affect any 
of the terms hereof.

     e. Counterparts. This Agreement may be executed in any number of 
counterparts, each of which shall be deemed to be an original and all of which 
together shall comprise but a single instrument.


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     f.   Binding Agreement. The provisions of this Agreement shall apply to,
inure to the benefit of, and bind Lessee and Lessor and their respective
successors and assigns thereof.

     g.   Interpretations. No provisions of this Agreement shall be construed
against or interpreted to the disadvantage of any party to this Agreement by any
court or other governmental or judicial authority by reason of such party's
having or being deemed to have structured or dictated such provision.

     h.   Relationship of Parties. No express or implied term, provision or
condition of this Agreement, considered without reference to any other or
external agreement, shall or shall be deemed to constitute the parties of this
Agreement as partners or joint ventures.

     i.   Controlling Law. The validity, interpretation, enforcement and effect
of this Agreement shall be governed by, and construed in accordance with, the
laws of the State of Alabama.




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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of 
the date first above written.

                                                  Assignor:

                                                  ALCO II, L.L.C., a North
                                                  Carolina limited liability
                                                  company

                                                  By:
                                                  Title:


                                                  Assignee:

                                                  CAPSTONE CAPITAL OF VIRGINIA,
                                                  INC., an Alabama corporation

                                                  By:___________________________
                                                  Title:________________________


                                                  BCC:
                                                  BCC DEVELOPMENT MANAGEMENT
                                                  CO., a Delaware corporation

                                                  By:___________________________
                                                  Title:________________________


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