LOAN MODIFICATION AND RENEWAL AGREEMENT

                        --------------------------------


     THIS LOAN AND NOTE MODIFICATION AGREEMENT (this "Agreement") dated
effective the 14 day of September, 2004, between Boca First Capital LLLP, a
Florida limited liability limited partnership (the "Lender"), Capitol First
Corporation, a Nevada corporation (formerly known as Capitol Communities
Corporation, ("Borrower"), and its subsidiaries (hereinafter collectively the
"Borrower").

     A. Borrower entered into a Business Loan Agreement with Lender dated April
26, 2002 (the "Loan Agreement"), and modified on May 15, 2002 and September 27,
2002, pursuant to which Lender Agreed to loan to BORROWER and BORROWER agreed to
repay any money borrowed of up to $4,000,000.00 ("Line of Credit") from Lender,
and BORROWER executed a Note in favor of Lender on equal dates, evidencing such
obligation to repay and BORROWER grants to Lender a security interest in all of
assets of BORROWER and its subsidiaries, including without limitation the
outstanding 1,000 shares of stock of Capitol Development of Arkansas, Inc.
("CDA") (the "Shares") evidenced by a Stock Pledge Agreement, and a mortgage
(the "CDA Mortgage") on real property located in Maumelle, Arkansas and further
described in Exhibit "A", attached hereto and made a part hereof (hereinafter
collectively the "Loan Documents").

     B. Borrower, as partial consideration for the loan extension, also grants
to Lender the assets described in Exhibit "B", attached hereto and made a part
hereof, including any substitute collateral.

     C. Borrower desires now to renew and modify the terms of the Loan Agreement
and Note and executes this Agreement to evidence such modification and Lender
agrees to such renewal and modification on the terms and conditions described in
this Agreement.

     NOW, THEREFORE, for the consideration described above and other good and
valuable consideration hereby acknowledged by the parties, be it agreed by and
between the Lender and Borrower as follows:

     1. The Borrower hereby delivers to Lender the CDA Mortgage Modification
Agreement and thereby grants to Lender a continuing security interest in
Maumelle, Arkansas, real property to secure the payment of the obligations due
to Lender from Borrower pursuant to the Note, the Modification Agreement, the
Loan Agreement and the Mortgage Modification Agreement.

     2. The Borrower hereby agrees to deliver to Lender a mortgage on any real
property acquired by Borrower, at Lender's written notice ("Notice") to secure
the payment of the obligations due to Lender from Borrower pursuant to the Note,
the Loan Modification Agreement, and the Loan Agreement. Upon notification of
the mortgage request, it shall be the option of Lender to require a paid ALTA
Loan Policy in the full amount of the fair market value of the real property
insuring Lender, issued by a title company approved by Lender. Such mortgage and


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title policy, if requested, shall be provided to Lender by not more than 30 days
of Notice.

     3. Borrower hereby agrees to deliver to Lender any additional mortgages or
collateral required to perfect the interest of the Lender, including any
documentation, mortgages, UCC schedules from Borrower required to secure assets
discussed herein.

     3.1. Borrower hereby agrees to provide to Lender a modified, updated
Schedule B, "Borrower's Assets," on a monthly basis.

     4. Upon execution of this Loan Modification and Renewal Agreement and
Renewal Note, Borrower agrees to pay two and one half percent (2 1/2%) in points
on the total $4,000,000.00 Line of Credit, an amount equal to One Hundred
Thousand Dollars ($100,000.00) to Lender.

     5. Covenants as to the Collateral. So long as any of the Line of Credit
shall remain outstanding, unless Lender shall otherwise consent in writing:

     (a) Further Assurances. Borrower shall, at Borrower's expense, at any time
and from time to time, promptly execute and deliver all further instruments and
documents and take all further action that is necessary or desirable or that
Lender may request in order: (i) to protect and perfect the security interest
created or purported to be created hereby; (ii) to enable Lender to exercise and
enforce its rights and remedies hereunder with respect to the Collateral (or any
part thereof); or (iii) to otherwise effect the purposes of this Agreement,
including, without limitation, furnishing to Lender from time to time reports in
connection with the Collateral as Lender may reasonably request, all in
reasonable detail.

     (b) Disposition of the Collateral. Without the prior written consent of
Lender, Borrower shall not: (i) assign (by operation of law or otherwise),
transfer, substitute or otherwise dispose of the Collateral (or any part
thereof); or (ii) create or suffer to exist any lien, security interest or other
charge or encumbrance upon or with respect to the Collateral except for the
security interest created in favor of Lender; or as otherwise disclosed in
Exhibit "C", attached hereto and made a part hereof.

     (c) Compliance with Loan Documents. Borrower shall, at all times, comply
with all covenants set forth in the Note Renewal Agreement and the Loan
Documents, as amended.

     6. Additional Provisions Concerning the Collateral.

     (a) Borrower hereby irrevocably appoints Lender the Borrower's
attorney-in-fact and proxy, with full authority in the place and stead of
Borrower and in the name of Borrower or otherwise, from time to time in Lender's
discretion, to take any action and to execute any instrument which Lender may
deem necessary or advisable to accomplish the purposes of this Agreement,
including without limitation: (i) to ask, demand, collect, sue for, recover,


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compound, receive and give acquittance and receipts for moneys due and to become
due under or with respect to the Collateral (or any part thereof); (ii) to
receive, endorse and collect any checks, drafts or other instruments, documents
and chattel paper in connection with clause (i); and (iii) to file any claims or
take any action or institute any proceedings which Lender may deem necessary or
desirable for the collection of any of the Collateral or otherwise to enforce
the rights of Lender with respect to any of the Collateral (or any part
thereof). Borrower hereby ratifies and approves all acts of said attorney; and
the attorney, so long as the attorney acts in good faith, shall have no
liability to Borrower for any act or omission as such attorney.

     (b) If Borrower fails to perform any agreement contained herein or other
Loan Documents, Lender may itself perform or cause performance of such agreement
or obligation, and the expenses of Lender incurred in connection therewith shall
be payable by Borrower, and shall be fully secured hereby.

     (c) The powers conferred on Lender hereunder are solely to protect the
Lender's interest in the Collateral and shall not impose any duty upon it to
exercise any such powers.

     (d) Anything herein to the contrary notwithstanding: (i) the exercise by
Lender of any of its rights hereunder shall not release Borrower from any of
Borrower's duties or obligations under the Note and Loan Documents included in
or relating to the Collateral; and (ii) Lender shall not have any obligation or
liability by reason of this Agreement under any agreements included in or
relating to the Collateral, nor shall Lender be obligated to perform any of the
obligations or duties of Borrower thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.

     7. All other terms of the Renewal Note, and all other terms of the Mortgage
Modification Agreement, this Loan Modification and Renewal Agreement, the Loan
Agreement, Stock Pledge and such other instruments as may have been executed
pursuant to the Loan Agreement; except as amended by this Agreement, shall
hereafter remain in full force and effect. All terms of any other instruments
executed by the parties hereto, except as amended by this Agreement, shall
likewise hereafter remain in full force and effect.

Witness:                                Borrower:
                                        Capitol First Corporation


_________________________               /s/ ASHLEY B. BLOOM
                                        ----------------------------------------
                                        By: Ashley B. Bloom, Acting President

_________________________



                        SIGNATURES CONTINUE ON NEXT PAGE


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                                        Borrower:
_________________________               Capitol Development of Arkansas, Inc.


                                        /s/ ASHLEY B. BLOOM
                                        ----------------------------------------
                                        By: Ashley B. Bloom, Acting President
_________________________




                                        Lender:
_________________________               Boca First Capital, LLLP
                                        By Addison Capital Group, LLC, its
                                        General Partner

_________________________
                                        /s/ HOWARD BLOOM
                                        ----------------------------------------
                                        By:  Howard Bloom
                                        Its: Authorized signer/member




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                                    EXHIBIT A
                      CAPITOL DEVELOPMENT OF ARKANSAS, INC.
                   MORTGAGE & MORTGAGE MODIFICATION AGREEMENT



      The mortgage attached to Exhibit 10.10 is incorporated by reference.






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                                    EXHIBIT B
                                BORROWER'S ASSETS

    The financial statements of Capitol First Corporation, as filed from time
   to time with the Securities and Exchange Commission are hereby incorporated
                                  by reference.









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                                    EXHIBIT C
                              CURRENT ENCUMBRANCES

    The financial statements of Capitol First Corporation, as filed from time
   to time with the Securities and Exchange Commission are hereby incorporated
                                  by reference.













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