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                                                                   EXHIBIT 10.76

                               AMENDMENT NO. 3 TO
                              AMENDED AND RESTATED
                  REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT


         THIS AMENDMENT AGREEMENT is made and entered into this 31st day of
October, 1997, by and among CAPSTONE CAPITAL CORPORATION, a Maryland corporation
(herein called the "Borrower"), NATIONSBANK, NATIONAL ASSOCIATION (successor by
merger of NationsBank, N.A. (South)) (the "Agent"), as Agent for the lenders
(the "Lenders") party to the Amended and Restated Revolving Credit and
Reimbursement Agreement dated June 24, 1996, as amended, among such Lenders,
Borrower and the Agent (the "Agreement") and each of the Lenders party to the
Agreement.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Agent and the Lenders have entered into the
Agreement pursuant to which the Lenders have agreed to make revolving loans to
the Borrower in the principal amount of $180,000,000 as evidenced by the Notes
(as defined in the Agreement); and

         WHEREAS, the parties hereto desire further to amend the Agreement in
the manner herein set forth effective as of the date hereof;

         NOW, THEREFORE, the Borrower, the Agent and the Lenders do hereby agree
as follows:

         1. Definitions. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereby
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.

         2. Amendments. Subject to the conditions hereof, clause (iv) of Section
8.07 of the Agreement is hereby amended, effective as of the date hereof, by
deleting the figure "$75,000,000" and inserting in lieu thereof the figure
"$100,000,000".

         3. Guaranty. Each Subsidiary of the Borrower has joined in the
execution of this Amendment Agreement for the purpose of (i) agreeing to the
amendment to the Agreement and (ii) confirming its guarantee of payment of all
the Obligations.

         4. Representations and Warranties. The Borrower hereby certifies that:

             (a) The representations and warranties made by Borrower in Article
         VI thereof are true on and as of the date hereof except that the
         financial statements referred to in Section 6.01(f) shall be those most
         recently furnished to each Lender pursuant to Section 7.01(a) and (b);


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             (b) There has been no material change in the condition, financial
         or otherwise, of the Borrower and its Subsidiaries since the date of
         the most recent financial reports of the Borrower received by each
         Lender under Section 7.01 thereof, other than changes in the ordinary
         course of business, none of which has been a material adverse change;

             (c) The business and properties of the Borrower and its
         Subsidiaries are not, and since the date of the most recent financial
         report of the Borrower and its Subsidiaries received by each Lender
         under Section 7.01 thereof have not been, adversely affected in any
         substantial way as the result of any fire, explosion, earthquake,
         accident, strike, lockout, combination of workers, flood, embargo,
         riot, activities of armed forces, war or acts of God or the public
         enemy, or cancellation or loss of any major contracts; and

             (d) No event has occurred and no condition exists which, upon the
         consummation of the transaction contemplated hereby, constituted a
         Default or an Event of Default on the part of the Borrower under the
         Agreement or the Notes either immediately or with the lapse of time or
         the giving of notice, or both.

         5. Conditions. As a condition to the effectiveness of this Amendment
Agreement, the Borrower shall deliver, or cause to be delivered to the Agent,
twelve (12) executed counterparts of this Amendment Agreement.

         6. Other Documents. All instruments and documents incident to the
consummation of the transactions contemplated hereby shall be satisfactory in
form and substance to the Agent and its counsel; the Agent shall have received
copies of all additional agreements, instruments and documents which it may
reasonably request in connection therewith, including evidence of the authority
of Borrower to enter into the transactions contemplated by this Amendment
Agreement, in each case such documents, when appropriate, to be certified by
appropriate corporate or governmental authorities; and all proceedings of the
Borrowers relating to the matters provided for herein shall be satisfactory to
the Agent and its counsel.

         7. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement or otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any other party to the other. None of the terms of conditions of this
Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except by writing, signed by all the parties hereto, specifying such
change, modification, waiver or cancellation of such terms or conditions, or of
any proceeding or succeeding breach thereof.



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         8. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.

                                            CAPSTONE CAPITAL CORPORATION
WITNESS:

/s/ Nancy R. Echols                         By: /s/ Andrew L. Kizer
----------------------------------              -------------------------------
                                            Name:   Andrew L. Kizer
/s/ Suzanne H. Duffy                        Title:  Vice President
----------------------------------




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                                   GUARANTORS:

                                       CAPSTONE CAPITAL OF ALABAMA, INC.
                                       CAPSTONE CAPITAL OF PENNSYLVANIA, INC.
                                       CAPSTONE CAPITAL OF CALIFORNIA, INC.
                                       CAPSTONE CAPITAL OF BONITA BAY, INC.
                                       CAPSTONE CAPITAL OF CAPE CORAL, INC.
                                       CAPSTONE CAPITAL OF SARASOTA, INC.
WITNESS:                               CAPSTONE CAPITAL OF TEXAS, INC.
                                       CAPSTONE CAPITAL OF LAS VEGAS, INC.
                                       CAPSTONE CAPITAL OF BAYTOWN, INC.
/s/ Nancy R. Echols
----------------------------
/s/ Suzanne H. Duffy                   By: /s/ Andrew L. Kizer
----------------------------               ----------------------------------
                                       Name:    Andrew L. Kizer
                                       Title:   Vice President


                                       CAPSTONE OF BONITA BAY, LTD.
                                       By its General Partner:
                                       Capstone Capital of Bonita Bay, Inc.

                                       By: /s/ Andrew L. Kizer
                                           ----------------------------------
                                       Name:    Andrew L. Kizer
                                       Title:   Vice President


                                       CAPSTONE OF CAPE CORAL, LTD.
                                       By its General Partner:
                                       Capstone Capital of Cape Coral, Inc.

                                       By: /s/ Andrew L. Kizer
                                           ----------------------------------
                                       Name:    Andrew L. Kizer
                                       Title:   Vice President


                                       CAPSTONE OF SARASOTA, LTD.
                                       By its General Partner:
                                       Capstone Capital of Sarasota, Inc.

                                       By: /s/ Andrew L. Kizer
                                           ----------------------------------
                                       Name:    Andrew L. Kizer
                                       Title:   Vice President


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                                       CAPSTONE CAPITAL OF SAN ANTONIO, LTD.
                                       By its General Partner:
                                       Capstone Capital of Cape Coral, Inc.

                                       By: /s/ Andrew L. Kizer
                                           ----------------------------------
                                       Name:    Andrew L. Kizer
                                       Title:   Vice President


                                       CAPSTONE OF LAS VEGAS, LTD.
                                       By its General Partner:
                                       Capstone Capital of Las Vegas, Inc.

                                       By: /s/ Andrew L. Kizer
                                           ----------------------------------
                                       Name:    Andrew L. Kizer
                                       Title:   Vice President


                                       CAPSTONE OF BAYTOWN, LTD.
                                       By its General Partner:
                                       Capstone Capital of Baytown, Inc.

                                       By: /s/ Andrew L. Kizer
                                           ----------------------------------
                                       Name:    Andrew L. Kizer
                                       Title:   Vice President

                                       NATIONSBANK, NATIONAL ASSOCIATION,
                                       as Agent


                                       By: /s/ Scott S. Ward
                                           ----------------------------------
                                       Name:    Scott S. Ward
                                       Title:   Senior Vice President


                                       AMSOUTH BANK OF ALABAMA


                                       By: /s/ J. Ken DiFatta
                                           ----------------------------------
                                       Name:    J. Ken DiFatta
                                       Title:   Commercial Banking Officer


                                       CREDIT LYONNAIS NEW YORK BRANCH


                                       By: /s/ F. Tavangar
                                           ----------------------------------
                                       Name:    Farboud Tavangar
                                       Title:   First Vice President



                                       NATIONAL CITY BANK OF KENTUCKY


                                       By: /s/ Roderic M. Brown
                                           ----------------------------------
                                       Name:    Roderic M. Brown
                                       Title:   Vice President


                                       CREDITANSTALT CORPORATE FINANCE, INC.

                                       By: /s/ Scott Kray
                                           ----------------------------------
                                       Name:    Scott Kray
                                       Title:   Vice President


                                       By: /s/ Stephen W. Hipp
                                           ----------------------------------
                                       Name:    Stephen W. Hipp
                                       Title:   Associate

                                       THE BANK OF NOVA SCOTIA

                                       By: /s/ W. Brown
                                           ----------------------------------
                                       Name:    W.J. Brown
                                       Title:   Vice President


                                       FIRST COMMERCIAL BANK


                                       By: /s/ J. Michael Phebus, Jr.
                                           ----------------------------------
                                       Name:    J. Michael Phebus, Jr.
                                       Title:   Commercial Loan Officer

                                       THE SUMITOMO BANK, LIMITED


                                       By: /s/ Sybil H. Weldon
                                           ----------------------------------
                                       Name:    Sybil H. Weldon
                                       Title:   Vice President & Mgr.


                                       By: /s/ Lauren P. Carrigan
                                           ----------------------------------
                                       Name:    Lauren P. Carrigan
                                       Title:   Asst. Vice President