Capitol Communities Corporation

                                       &

                      Capitol Development of Arkansas, Inc.
                            As the Obligated Parties

                            PLACEMENT AGENT AGREEMENT


                                 August 1, 2003


Noble International Investments, Inc.
6501 Congress Avenue, Suite 100
Boca Raton, FL 33487

Ladies and Gentlemen:

         This  agreement  ("Agreement")  confirms  the  terms on  which  Capitol
Communities  Corporation,  a Nevada  Corporation,  and  Capitol  Development  of
Arkansas,  Inc., an Arkansas  Corporation (the "Obligated Parties") have engaged
Noble International Investments, Inc. (the "Placement Agent") in connection with
the proposed  offering and sale by the  Obligated  Parties (the  "Offering")  of
Promissory   Notes  in  the  aggregate   principal  amount  of  $3,000,000  (the
"Securities") in a private placement.

         1.  Exclusive  Engagement.  The  Obligated  Parties  have  engaged  the
Placement  Agent to act as sole  placement  agent  for the  "all or none"  basis
Offering.  The Obligated  Parties  acknowledge  and agree that  Placement  Agent
reserves the right not to participate in the Offering and that Placement Agent's
engagement  hereunder  is not an  agreement  by  Placement  Agent  or any of its
affiliates to underwrite  or purchase any of the  Obligated  Partys'  securities
(including the Securities) or otherwise provide any financing. During the period
of Placement Agent's engagement under this Agreement (as specified in Section 12
hereof),  the Obligated  Parties will not, and will cause its affiliates not to,
initiate,  solicit or enter into any  discussions,  negotiations  or  agreements
involving  the  issuance,  offering  or sale  of the  Securities  (or any  other
securities  of the  Obligated  Parties)  to any third  parties,  except  through
Placement Agent.  Furthermore,  the Obligated  Parties shall not be obligated to
Placement  Agent under this Section 1, in the case of any  consolidation  of the
Obligated  Parties  with, or merger of the  Obligated  Parties  into,  any other
entity,  any  merger  of  another  entity  into  the  Obligated   Parties,   any
reclassification, conversion, exchange or cancellation of outstanding securities
of the Obligated Parties, or any issuance of securities by the Obligated Parties
under a stock  option or  pension  plan to  employees  and  consultants,  and as
provided  in Section  12. In the event that the  Obligated  Parties  receive any
inquiry  concerning  the issuance,  purchase or sale of the  Securities  (or any
other  securities of the Obligated  Parties)  during such period,  the Obligated
Parties will  promptly  inform  Placement  Agent in writing of the terms of such
inquiry  and the  identity  of the party  making  the  inquiry.  Except  for any
investment  in  the  Obligated  Parties's  pension  plan  or  an  exchange  with



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<PAGE>

shareholder's,  employee/consultant  stock  plans or an  exchange  of stock  for
acquisitions.

         2. The Offering.  The Securities will not be registered with the United
States  Securities and Exchange  Commission (the "SEC") or any state  securities
authority  but will be  offered  pursuant  to the  exemption  from  registration
provided by Section 4(2) of the  Securities Act of 1933, as amended (the "Act"),
or under Rule 506 of Regulation D  promulgated  under Act  ("Regulation  D") and
applicable  state  securities  laws. The Securities in the Offering will be sold
only  to  accredited  investors  and  up  to 35  non-accredited  (sophisticated)
investors  (as that term is  defined  in  Regulation  D)  pursuant  to a private
offering  memorandum  to be prepared by the  Obligated  Parties  (the  "Offering
Memorandum").

         3.  Subscription   Procedure.   Each  subscriber  in  the  Offering  (a
"Subscriber") will be required to complete and execute a Subscription  Agreement
and a Purchaser's  Questionnaire in the form attached to the Offering Memorandum
(the  "Subscription  Documents").  The Subscribers will be instructed to deliver
directly to the Placement Agent the completed  Subscription  Documents  together
with a check made  payable to (or  verification  of wire  transfer  to)  Capitol
Communities  and Capitol  Development  of  Arkansas  Escrow  Account  with First
Southern Bancorp for the number of Securities desired to be purchased. After the
Placement  Agent reviews the  Subscription  Documents,  the Placement Agent will
forward a copy of the  Subscription  Documents  that are  properly  completed by
accredited  investors  and up to 35  non-accredited  investors to the  Obligated
Parties.  The Obligated  Parties shall decide as promptly as  practicable  after
they receive  Subscription  Documents from the Placement  Agent (but in no event
later than 3 business  days after receipt of such  documents)  whether or not to
accept the subscription.

         If the Obligated Parties elect not to accept a subscription,  they will
notify the Placement  Agent in writing and that  Subscriber's  check or fed fund
wire will be returned to the Subscriber by the Placement Agent.

         If the Obligated Parties elect to accept a subscription,  an authorized
officer of the Obligated Parties will immediately  counter-sign the Subscription
Documents  (a  "Subscription  Acceptance")  and  forward a copy  thereof  to the
Placement  Agent upon  receipt of which the  Placement  Agent will  forward that
Subscriber's  check to the escrow  account  (the  "Escrow  Account")  or if that
Subscriber's  funds were  transmitted to the Escrow Account by wire, the parties
may independently  verify that such wire was received by First Southern Bancorp.
All checks and wire  transfers  that are deposited  into the Escrow Account will
hereinafter be referred to as "Offering Proceeds."

         4. Closing.  The  completion of the purchase and sale of the Securities
shall  take  place on  September  15,  2003 or sooner if  mutually  agreed  (the
"Closing").  No later than 7 business days after Closing,  the Obligated Parties
shall deliver to each  Subscriber  whose  subscription  has been accepted by the
Obligated  Parties  (hereinafter  referred to as an  "Investor"),  via overnight
courier,  one or more  certificates  or instruments  representing  the number of
Securities  purchased by the  Investor,  registered in the name of the Investor,
and a copy of  that  Investor's  Subscription  Documents  counter-signed  by the



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<PAGE>

Obligated Parties.

         5.  Disbursement of Offering  Proceeds.  The Obligated  Parties and the
Placement  Agent agree that Offering  Proceeds will be disbursed from the Escrow
Account to cover the unpaid but earned  Placement  Agent's  Fees and the Expense
Allowance (as defined  herein).  The Obligated  Parties shall receive funds from
the Escrow Account to satisfy their  obligations for the terms and conditions of
the Securities and for the Use of Proceeds (as defined herein).

         6.  Terms of Engagement.

         Section 6.1 Fees. As compensation for acting as Placement Agent for the
Offering,  the Placement Agent will be entitled to receive a commission equal to
two percent (2%) of the aggregate  offering price of all Securities  sold in the
Offering  (the  "Placement  Agent's Fee") plus two percent (2%) of the aggregate
offering price of all Securities sold in the Offering (the "Expense Allowance"),
plus the Obligated  Parties  shall  forward to the Placement  Agent a refundable
retainer of $20,000.00, which shall be refunded within five days, if there is no
Closing or used by the Obligated  Parties to fulfill its obligation  pursuant to
Section 6.3 of this Agreement,  at the sole option of the Obligated Parties. The
Expense  Allowance is intended to cover the Placement  Agent's expenses incurred
in connection  with the Offering.  The Placement  Agent shall not be required to
make an  accounting  to the  Obligated  Parties  with  respect  to said  Expense
Allowance.

         Section  6.2  Future  Financings.  As  additional  compensation  to the
Placement Agent for its services  hereunder,  the Obligated  Parties agrees that
the Placement  Agent shall be the sole lead  underwriter or sole placement agent
of any  public or  private  offering,  respectively,  of equity  securities  (or
securities  convertible or exercisable into equity  securities) by the Obligated
Parties during the period specified below. The Obligated  Party's  obligation to
appoint the Placement Agent for any of the additional services in this paragraph
shall  terminate  at the  earlier  of (a) 36  months  after the  Closing  of the
Offering  (if the Offering is  completed),  (b) when the  Placement  Agent shall
decline in writing to provide any of the additional  services  described in this
paragraph,  or (c) if the  Offering  is not  completed  and  this  agreement  is
terminated,  then on the date of such  termination.  It is  understood  that the
Placement Agent's Fee, the Expense Allowance and any other benefit (financial or
otherwise)  received  by the  Placement  Agent as a result  of the  transactions
contemplated  by this Agreement do not compensate the Placement Agent for any of
the  additional  services  described in this  paragraph,  and that the Placement
Agent's  performance  of  such  services  shall  be  subject  to  execution  and
negotiation  of separate  agreements  setting forth the terms and  conditions of
such services  (including  without limitation  indemnification  and contribution
provisions)  and the  compensation  payable  therefor.  This engagement does not
constitute a  commitment  by the  Placement  Agent or any of its  affiliates  to
provide any such financing or to underwrite, place or purchase any securities or
an  agreement  by the  Placement  Agent or any such  affiliate to provide such a
commitment.

         Section 6.3 Consulting Agreement.  (a) Simultaneous with the Closing of
the Offering, the Obligated Parties shall enter into a consulting agreement with



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<PAGE>

the  Placement  Agent,  pursuant  to which  the  Placement  Agent  will  provide
financial  consulting  services to the Obligated Parties for a period of six (6)
months  after the final  Closing  Date at a monthly  fee of  $10,000  payable in
advance at the  Closing of the  Offering.  (b) On Closing of the  Offering,  the
Obligated  Parties  shall issue to the  Placement  Agent  and/or its  affiliates
1,000,000 shares of the Obligated Party's common stock with registration rights.

         Section 6.4 Market.  Notwithstanding anything to the contrary contained
herein,  the  Placement  Agent  shall not be  obligated  to make a market in the
Obligated  Party's  Common Stock or publish  research  reports on the  Obligated
Parties.

         Section  6.5  Matters Relating to  Engagement.  The  Obligated  Parties
acknowledges  that the Placement  Agent has been retained  solely to provide the
services set forth in this  Agreement.  In rendering such services,  Noble shall
act as an  independent  contractor,  and any duties of Noble  arising out of its
engagement  hereunder  shall  be  owed  solely  to the  Obligated  Parties.  The
Obligated  Parties  further  acknowledges  that Noble may perform certain of the
services  described herein through one or more of its affiliates.  The Obligated
Parties  acknowledges  and agree that Noble is not, and does not hold itself out
to be, an advisor as to legal,  tax,  accounting  or  regulatory  matters in any
jurisdiction.  The  Obligated  Parties  shall  consult  with  its  own  advisors
concerning  such matters and shall be responsible for making its own independent
investigation  and  appraisal  of the risks,  benefits  and  suitability  of the
transactions  contemplated  by this  letter  agreement,  and Noble shall have no
responsibility or liability to the Obligated Parties with respect thereto.

         7.  Representations  and  Warranties  of  the  Obligated  Parties.  The
Obligated Parties represent and warrant to and agree with Placement Agent that:

         Section  7.1  Organization  of the  Obligated  Parties.  The  Obligated
Parties is are corporations duly organized and validly existing in good standing
under  the laws of the  State of  Nevada  and  Arkansas  and have all  requisite
corporate power and authority to own, lease and operate their  properties and to
carry on their business as now being conducted (and as proposed to be conducted)
and as described in the SEC Documents (as defined  herein).  Except as set forth
in the SEC  Documents,  the  Obligated  Parties  doe  not  have  any  additional
subsidiaries and the Obligated Parties doe not own, directly or indirectly, more
than fifty  percent  (50%) of or  control,  directly  or  indirectly,  any other
business   entity.   The  Obligated   Parties  are  duly  qualified  as  foreign
corporations  to do business and are in good standing in every  jurisdiction  in
which the nature of the business  conducted or property  owned or leased by them
make such qualifications necessary.

         Section 7.2  Authority.  (a) The  Obligated  Parties have the requisite
legal right and  corporate  power and  authority to enter into and perform their
obligations   under  this   Agreement  and  the   transactions   and  agreements
contemplated by this Agreement (including without limitation the issuance of the
Securities and the securities issuable on conversion of the Securities); (b) the
execution and delivery of this  Agreement  and the  execution,  performance  and
consummation  by the  Obligated  Parties  of  the  transactions  and  agreements
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary



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<PAGE>

corporate  action  and no  further  consent or  authorization  of the  Obligated
Parties or their Board of Directors or shareholders  are required;  and (c) this
Agreement and transactions and agreements contemplated herein have been (or upon
execution  will be) duly  executed,  and delivered by the Obligated  Parties and
constitute valid and binding  obligations of the Obligated  Parties  enforceable
against the  Obligated  Parties in accordance  with their terms,  except as such
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws relating to, or affecting  generally the enforcement of,  creditors' rights
and remedies or by other equitable principles of general application.

         Section 7.3  Registration and Reporting.  The Obligated  Party's Common
Stock is  registered  pursuant  to  Section  12(b)  or  12(g) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Obligated  Parties
are in full compliance  with all reporting  requirements of the Exchange Act and
have  filed  all  documents  and  reports   required  to  be  filed   thereunder
(collectively,  the  "SEC  Documents")  that the  Obligated  Parties  have  been
required to file with the  Commission  pursuant  to the  Exchange  Act.  The SEC
Documents  including  any  amendments  hereto,  when  they were  filed  with the
Commission,  conformed  in all  material  respects  to the  requirements  of the
Exchange Act, as applicable,  and the rules, regulations and instructions of the
Commission thereunder.

         Section 7.4  SEC Documents.  As of  their  respective  dates,  the  SEC
Documents  complied in all material  respects with the  requirements  of the Act
and/or the Exchange  Act, as the case may be, and rules and  regulations  of the
SEC promulgated  thereunder and other federal,  state and local laws,  rules and
regulations  applicable  to such SEC  Documents,  and none of the SEC  Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading.  The
financial  statements (together with the related schedules and notes thereto) of
the  Obligated  Parties  included  in the SEC  Documents  comply as to form with
applicable  accounting  requirements  and the published rules and regulations of
the SEC and other applicable  rules and regulations  with respect thereto.  Such
financial  statements  were  prepared  in  accordance  with  generally  accepted
accounting  principles applied on a consistent basis during the periods involved
(except as may be otherwise indicated in such financial  statements or the notes
thereto or in the case of unaudited interim  statements,  to the extent they may
not include  footnotes  or may be condensed  or summary  statements)  and fairly
present in all material respects the financial position of the Obligated Parties
as of the dates  thereof  and the results of  operations  and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
year-end audit adjustments).

         Section 7.5  Valid Issuances.  All of the Obligated Party's outstanding
securities  were issued in full  compliance  with all  federal,  state and local
laws. None of the Obligated Party's  outstanding  securities entitle the holders
thereof to pre-emptive rights.

         Section 7.6  Consents.  The  Obligated  Parties are not required  under
federal,  state  or  local  law,  rule or  regulation  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or



                                       5
<PAGE>

governmental agency in order for it to execute,  deliver or perform any of their
obligations  under this Agreement or issue and sell the Securities in accordance
with the terms hereof (other than any SEC, NASD or state securities filings that
may be required to be made by the Obligated Parties subsequent to any Closing.

         Section 7.7  No Conflicts.  The execution, delivery and  performance of
this Agreement by the Obligated  Parties and the  consummation  by the Obligated
Parties of the transactions contemplated hereby does not and will not (i) result
in a violation of the Obligated  Parties's  Articles of Incorporation or By-Laws
or (ii) conflict  with, or constitute a default (or an event that with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights of termination,  amendment,  acceleration or cancellation of any material
obligation,  agreement,  covenant or condition  contained in any material  bond,
debenture,  note or other evidence of indebtedness or in any material  contract,
indenture,  mortgage,  loan  agreement,  joint  venture  or other  agreement  or
instrument or any "lock-up" or similar  provision of any underwriting or similar
agreement to which the  Obligated  Parties is a party or by which it is bound or
affected, or (iii) result in a violation of any federal, state, local or foreign
law, rule,  regulation,  order,  judgment or decree (including federal and state
securities laws and regulations) applicable to the Obligated Parties or by which
any property or asset of the  Obligated  Parties is bound or affected nor is the
Obligated  Parties  otherwise in violation of, conflict with or in default under
any of the  foregoing.  The  business  of the  Obligated  Parties  is not  being
conducted in violation of any law,  ordinance or regulation of any  governmental
entity.

         Section 7.8  Disclosure.  The Obligated  Parties has no  liabilities or
obligations  (contingent or otherwise) and there are no  circumstances or events
affecting the Obligated  Parties  (directly or indirectly) which are required to
be disclosed in the SEC  Documents  (including  the financial  statements  filed
therewith and the notes and  schedules  attached to such  financial  statements)
which are not  disclosed  in the SEC  Documents.  No event or  circumstance  has
occurred  or exists with  respect to the  Obligated  Parties or its  businesses,
properties, prospects, operations or financial condition, that, under applicable
law, rule or  regulation,  requires  public  disclosure or  announcement  by the
Obligated Parties but which has not been so publicly disclosed or announced.

         Section  7.9  Litigation  and  Other  Proceedings.  Except  as  may  be
accurately set forth in the SEC Documents,  there are no lawsuits or proceedings
pending or threatened  against the Obligated Parties or its executive  officers,
nor has the  Obligated  Parties  received any written or oral notice of any such
action,  suit,  proceeding  or  investigation.  Except  as set  forth in the SEC
Documents,  no judgment,  order,  writ,  injunction  or decree or award has been
issued by, or to the best  knowledge of the  Obligated  Parties  after  diligent
investigation,  requested  of any  court,  arbitrator,  governmental  agency  or
individual.

         Section  7.10  No  Misleading  or  Untrue  Communication.  Neither  the
Obligated  Parties,  nor any  affiliate  or agent of the  Obligated  Parties  in
connection with the transactions  contemplated by this Agreement,  has made, nor
will make, at any time, any oral  communication  in connection with the offer or
sale of the Securities which contained or will contain any untrue statement of a
material  fact or omitted or will omit to state any material  fact  necessary in
order to make such  statements,  in the light of the  circumstances  under which
they were made, not misleading.



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         Section 7.11  No Material Non-Public Information. The Obligated Parties
is not in possession of, nor has the Obligated  Parties or its agents  disclosed
to the Investors,  any material  non-public  information  that (i) if disclosed,
would, or could reasonably be expected to have, an effect on the market price of
the Common Stock or (ii) according to applicable law, rule or regulation, should
have been disclosed  publicly by the Obligated  Parties prior to the date hereof
but which has not been so disclosed.

         Section 7.12  Patents,  Copyrights, etc. The Obligated  Parties owns or
possesses  the  requisite  licenses  or  rights  to  use  all  patents,   patent
applications,  patent rights, inventions,  know-how, trade secrets,  trademarks,
trademark applications, service marks, service names, trade names and copyrights
("Intellectual  Property") necessary to enable it to conduct its business as now
operated (and as contemplated  to be operated in the future).  There is no claim
or action by any person  pertaining  to, or proceeding  pending,  or threatened,
which  challenges  the  right  of the  Obligated  Parties  with  respect  to any
Intellectual  Property  necessary  to enable it to conduct  its  business as now
operated  and as  presently  contemplated  to be  operated  in the  future.  The
Obligated  Party's  current  and  intended  products,   services  and  processes
(including the use by the Obligated Parties of their  Intellectual  Property) do
not  infringe on any  intellectual  property or other rights held by any person;
and the Obligated Parties are unaware of any facts or circumstances  which might
give  rise  to any of the  foregoing.  The  Obligated  Parties  have  taken  all
necessary security measures to protect the secrecy, confidentiality and value of
their Intellectual Property.

         Section 7.13 Tax Status.  The Obligated Parties have filed all federal,
state and foreign  income and all other tax  returns,  reports and  declarations
required by any  jurisdiction to which it is subject and have paid all taxes and
other  governmental  assessments  and  charges and have set aside on their books
provisions  reasonably  adequate  for  the  payment  of all  taxes  for  periods
subsequent to the periods to which such returns,  reports or declarations apply.
There are no unpaid  taxes  claimed  to be due by the  taxing  authority  of any
jurisdiction,   and  the  officers  of  the  Obligated  Parties  after  diligent
investigation  know of no basis for any such claim.  The Obligated  Parties have
not executed a waiver with respect to the statute of limitations relating to the
assessment or collection  of any foreign,  federal,  state or local tax. None of
the Obligated  Parties's  tax returns are presently  being audited by any taxing
authority.

         Section  7.14  Certain  Transactions.  None  of the  Obligated  Party's
officers, directors, employees,  affiliates, advisors or independent contractors
are or have been a party to, or involved in, any transaction,  agreement (verbal
or otherwise) or arrangement with the Obligated  Parties or any third party with
whom  the  Obligated  Parties  conduct  business  (other  than for  services  as
officers,   directors,   employees,    affiliates,   advisors   or   independent
contractors), which require the Obligated Parties to directly or indirectly make
payments in cash or in kind to such parties,  except as disclosed.  There are no
outstanding loans, advances (except normal advances for business expenses in the
ordinary  course of business) or  guarantees  of  indebtedness  by the Obligated
Parties  to or for  the  benefit  of any of the  officers  or  directors  of the
Obligated  Parties or any of the members of the families of any of them,  except
as disclosed.  The  Obligated  Parties have not at any time during the last five



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years made any unlawful  contribution  to any candidate for foreign  office,  or
failed to  disclose  fully any  contribution  in  violation  of law, or made any
payment to any  federal or state  governmental  officer  or  official,  or other
person charged with similar public or quasi-public  duties,  other than payments
required  or  permitted  by the laws of the  United  States of any  jurisdiction
thereof.

         Section 7.15 No Brokers.  The  Obligated  Parties have taken no action,
which  would  give rise to any claim by any person  for  brokerage  commissions,
finder's fees or similar payments relating to this Agreement or the transactions
contemplated  hereby,  except  for the  Placement  Agent's  Fee and the  Expense
Allowance.

         Section 7.16   Environmental Matters.

                  (a)  With respect to the Obligated Parties or any  predecessor
of  the  Obligated  Parties,   there  are  no  past  or  present  violations  of
Environmental  Laws  (as  defined  below),  releases  of any  material  into the
environment, actions, activities, circumstances,  conditions, events, incidents,
or contractual  obligations  which may give rise to any common law environmental
liability  or any  liability  under  the  Environmental  Laws  and  neither  the
Obligated Parties nor any of the aforementioned parties have received any notice
with respect to any of the foregoing, nor is any action pending or threatened in
connection with any of the foregoing.  The term  "Environmental  Laws" means all
federal,  state,  local or foreign laws  relating to pollution or  protection of
human health or the environment  (including,  without  limitation,  ambient air,
surface  water,  groundwater,  land  surface or  subsurface  strata,  emissions,
discharges,   releases  or  threatened   releases  of   chemicals,   pollutants,
contaminants,   or  toxic  or  hazardous  substances  or  wastes  (collectively,
"Hazardous  Materials")  into the  environment,  or  otherwise  relating  to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of  Hazardous  Materials,  as well as all  authorizations,
codes, decrees,  demands or demand letters,  injunctions,  judgments,  licenses,
notices  or  notice  letters,  orders,  permits,  plans or  regulations  issued,
entered, promulgated or approved thereunder.

                  (b) Other than those that are or were stored, used or disposed
of in compliance with applicable law, no Hazardous Materials are contained on or
about  any  real  property  currently  owned,  leased  or used by the  Obligated
Parties,  and no Hazardous Materials were released on or about any real property
previously owned,  leased or used by the Obligated Parties during the period the
property  was  owned,  leased or used by the  Obligated  Parties,  except in the
normal course of the Obligated Parties's business.

                  (c) There  are no  underground  storage  tanks on or under any
real property  owned,  leased or used by the  Obligated  Parties that are not in
compliance with applicable law.

         Section  7.17  Permits;  Compliance.   The  Obligated  Parties  are  in
possession  of  all  franchises,  grants,  authorizations,   licenses,  permits,
easements, variances, exemptions,  consents, certificates,  approvals and orders
necessary  to own,  lease  and  operate  its  properties  and to  carry on their



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<PAGE>

business as they are now being conducted  (collectively,  the "Obligated Parties
Permits"),  and there is no action pending or threatened regarding suspension or
cancellation of any of the Obligated Parties Permits.  The Obligated Parties are
not in  conflict  with,  or in default  or  violation  of, any of the  Obligated
Parties Permits.  The Obligated  Parties have not received any notification with
respect to possible conflicts, defaults or violations of applicable laws.

         Section 7.18 Title to  Property.  The  Obligated  Parties have good and
marketable  title in fee  simple to all real  property  and good and  marketable
title to all personal  property  owned by them which is material to the business
of the Obligated Parties, in each case free and clear of all liens, encumbrances
and defects.  Any real property and facilities held under lease by the Obligated
Parties are held by them under valid, subsisting and enforceable leases.

         Section 7.19 Insurance.  The Obligated  Parties are insured by insurers
of recognized financial responsibility against such losses and risks and in such
mounts as are prudent and  customary in the  businesses  in which the  Obligated
Parties are engaged.  The  Obligated  Parties have not been notified and have no
reason to believe that they will not be able to renew their  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers  as may be  necessary  to  continue  their  business at a cost
materially  similar to the premium currently being paid by the Obligated Parties
for such insurance.

         Section  7.20  Internal  Accounting  Controls.  The  Obligated  Parties
maintains  a system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (a)  transactions  are executed in  accordance  with
management's general or specific  authorizations,  (b) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,
(c) access to assets are permitted only in accordance with management's  general
or specific  authorization  and (d) the recorded  accountability  for assets are
compared  with the  existing  assets at  reasonable  intervals  and  appropriate
actions are taken with respect to any differences.

         Section 7.21  Foreign Corrupt Practices.  Neither the Obligated Parties
nor any director,  officer,  agent, employee or other person acting on behalf of
the Obligated Parties have, in the course of their actions for, or on behalf of,
the Obligated Parties,  used any corporate funds for any unlawful  contribution,
gift,  entertainment or other unlawful expenses relating to political  activity;
made any  direct  or  indirect  unlawful  payment  to any  foreign  or  domestic
government  official  or  employee  from  corporate  funds;  violated  or  is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or
made any bribe, rebate,  payoff,  influence payment,  kickback or other unlawful
payment to any foreign or domestic government official or employee.

         Section 7.22  Employees.  No labor  disturbance by the employees of the
Obligated  Parties exist or are imminent;  no  collective  bargaining  agreement
exists with any of the  Obligated  Party's  employees  and no such  agreement is
imminent.

         Section  7.23  Investment  Company.  The  Obligated  Parties are not an



                                       9
<PAGE>

"investment  company" within the meaning of the Investment  Company Act of 1940,
as amended.

         Section 7.24  Market Activity.  Neither the Obligated  Parties, nor its
affiliates, have taken or will take, directly or indirectly, any action designed
to, or that might be reasonably  expected to, cause or result in manipulation of
the price of the Common Stock.

         8. Covenants of the Obligated  Parties.  The Obligated Parties covenant
and agree with the Placement Agent as follows:

         Section  8.1  Compliance  with  Laws.  The  sale  and  issuance  of the
Securities  shall be made in accordance with the provisions and  requirements of
the Act,  Regulation  D and any  applicable  state and local  law.  Neither  the
Obligated Parties nor any of their affiliates will take any action in connection
with the  Offering;  which would cause the  Offering  not to comply with Section
4(2)  of the  Act or  Rule  506 of  Regulation  D  promulgated  thereunder.  The
Obligated  Parties  will  make a  timely  filing  of Form D (and  all  necessary
amendments)  pursuant to the requirements of Regulation D. The Obligated Parties
shall exercise reasonable care to assure that the Investors are not underwriters
within  the  meaning  of  Section  2(11) of the Act and shall  take all  actions
required by Rule 502(d) of  Regulation  D. The  Obligated  Parties,  in its sole
discretion,  will not accept a  subscription  from an Investor if the  Obligated
Parties have reason to believe that material information supplied by or material
representations or warranties made by such Investor are not fully accurate.  The
Obligated  Parties shall  reasonably  believe,  immediately  prior to making any
sale,  that an  Investor  is an  accredited  investor  or one of a  possible  35
non-accredited   investors,   and   either   alone  or  with   their   purchaser
representative,  has such  knowledge  and  experience  in financial and business
matters that such  Investor is capable of  evaluating  the merits and risks of a
purchase of the Securities  and otherwise  meets the  suitability  standards set
forth in the Offering Memorandum.  The Obligated Parties shall keep the Offering
Memorandum  confidential  and shall  not  distribute  it or any other  materials
related to the transaction  contemplated  hereby,  or otherwise  advertise to or
solicit purchasers of the Securities, without the express written consent of the
Placement Agent. Neither the Obligated Parties nor any of its affiliates nor any
distributor,  independent contractor or any person acting on its or their behalf
(i) have  conducted  or will conduct any general  solicitation  (as that term is
used  in  Regulation  D) or  general  advertising  with  respect  to  any of the
Securities,  or (ii) have made any offers or sales of any  security or solicited
any offers to buy any security  under any  circumstances  that would prevent the
issuance of the Securities from  qualifying from an exemption from  registration
under the Act.

         Section  8.2  Offering  Memorandum.   The  Offering   Memorandum,   the
appendices  and  exhibits   (including  any  SEC  Document)   attached  thereto,
information  incorporated by reference  therein and the financial  statements of
the Obligated  Parties and the related notes thereto included  therein,  and all
amendments and supplements  thereto in the form delivered to the Investors prior
to the Closing will be prepared in compliance  with,  and include the disclosure
required by, the Act and the rules and regulations promulgated  thereunder,  and
will not  contain  any untrue  statement  of a material  fact or omit to state a
material fact required to be stated  therein or necessary to make any statements
therein,  in the light of the  circumstances  under  which  they are  made,  not



                                       10
<PAGE>

misleading.  Each SEC Document included within the Offering Memorandum will be a
true  and  complete  copy of or  excerpt  from  such  document  as  filed by the
Obligated Parties with the SEC.

         Section 8.3 Delivery and  Amendment of Offering  Memorandum.  Up to and
through the final Closing Date if any event shall occur as a result of which the
Offering  Memorandum or any exhibits  thereto would include any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements  therein, in the light of the circumstances under which they were
made,  when such Offering  Memorandum was  delivered,  not misleading or for any
other  reason  it  shall  be  necessary  to amend  or  supplement  the  Offering
Memorandum  or to file  under the  Exchange  Act any  document  incorporated  by
reference  in the  Offering  Memorandum  in order to comply  with the Act or the
Exchange Act, the Obligated Parties shall immediately notify the Placement Agent
in writing to suspend  offers for sale and  solicitations  of  purchases  of the
Securities.  If the Obligated Parties shall determine to amend or supplement the
Offering  Memorandum,  the Obligated  Parties will so advise the Placement Agent
and will promptly prepare an amendment or supplement to the Offering  Memorandum
(or in the case of a document  required under the Exchange Act, prepare and file
such  document  with the SEC) that will  correct  such  statement or omission or
effect such  compliance  and will advise the Placement  Agent when it may resume
offers  for  sale,  and  solicitations  of  purchases,  of the  Securities.  The
Obligated  Parties will  immediately  thereafter  deliver to the Placement Agent
without charge as many copies of the supplemented or amended Offering Memorandum
as the Placement Agent may reasonably  request for the purposes  contemplated by
this Agreement.

         Section 8.4 Use of Proceeds.  The Obligated  Parties will apply the net
proceeds  from the sale of the  Securities  in the  manner  set forth  under the
caption "Use of Proceeds" in the Offering Memorandum.

         Section 8.5  Offering  Expenses.  The  Obligated  Parties  will pay all
expenses,  fees and taxes in connection with (a) the preparation and printing of
copies of the Offering  Memorandum and all amendments and  supplements  thereto,
including in each case all documents  incorporated by reference  therein (b) the
delivery of the Securities, (c) the furnishing of the notes referred to herein.

         Section 8.8  Information  Rights.  For a period of three (3) years from
the Closing,  if requested by the Placement  Agent,  the Obligated  Parties will
deliver to the Placement Agent (a) a copy of each unaudited  quarterly financial
statement and together  with any other  documents or reports which may be issued
by the Obligated Parties to the public, including,  without limitation,  reports
on Forms 8-K, 10-K and 10-Q and exhibits thereto,  (b) reports or communications
(financial or other) of the Obligated  Parties  mailed to its security  holders,
(c) every  press  release  and every  news item and  article  in  respect of the
Obligated  Parties or its affairs which was released by the  Obligated  Parties,
(d)  and  distribute  the  Obligated  Parties's  shareholders  annual  financial
statements  prepared by an  independent  auditor in  conformity  with  generally
accepted accounting  principles,  consistently applied,  which clearly set forth
the  financial  position  of the  Obligated  Parties,  (e) a  duplicate  list of
shareholders of the Obligated Parties at such time as requested by the Placement
Agent together with monthly DTC transfer sheets,  and (f) any other  information



                                       11
<PAGE>

with respect to the Obligated  Parties,  its properties,  or its business as the
Placement Agent may reasonably request;  provided,  however,  that the Obligated
Parties shall not disclose (in any manner) to the  Placement  Agent any document
or information  which contains  material  non-public  information  regarding the
Obligated  Parties  unless  prior  to the  disclosure  of such  information  the
Obligated  Parties  identifies  such  information as being  material  non-public
information  and provides the Placement Agent with the opportunity in writing to
accept or refuse to accept such non-public information for review.

         Section 8.10 Public Information.  The Obligated Parties shall comply in
all respects with their reporting and filing obligations under the Exchange Act,
and will not take any action or file any document  (whether or not  permitted by
said Act or the rules  thereunder)  to terminate or suspend their  reporting and
filing obligations under the Exchange Act. The Obligated Parties will deliver or
make available to the Subscribers  true and complete copies of the SEC Documents
filed prior to any Closing Date. The Obligated  Parties will not disclose to the
Subscribers  any  information  that,   according  to  applicable  law,  rule  or
regulation,  should  have  been  disclosed  publicly  prior  to the date of such
disclosure to the Subscribers by the Obligated Parties,  but which have not been
publically disclosed.

         Section  8.12  Restrictions.  For a period of three (3) years  from the
final Closing Date,  except for the Obligated  Party's Series A Preferred Stock,
the Obligated  Parties shall not (a) redeem any of their securities  outstanding
as of the final  Closing  Date,  or (b) pay any dividends or make any other cash
distribution  in  respect  of their  securities  in excess of the  amount of the
Obligated  Parties's  current or retained  earnings,  or (c) issue any shares of
preferred  stock without the prior written consent of the Placement  Agent.  The
Placement  Agent  shall  either  approve  or  disapprove  any such  contemplated
securities  redemption,  dividend,  distribution  or  issuance  within  five (5)
business days after the Placement Agent receives  written notice of the proposed
action.

         9. Conditions to Placement Agent's Obligations.  The obligations of the
Placement  Agent  hereunder  shall be subject,  in its sole  discretion,  to the
following conditions:

         Section   9.1   Representations,    Warranties   and   Covenants.   All
representations,  warranties  covenants  and other  statements  of the Obligated
Parties herein (including  without limitation those contained in Section 7 and 8
hereof) and in the Offering  Memorandum  shall on all Closing  Dates be true and
correct and the Obligated  Parties shall have performed all of their obligations
hereunder.

         Section 9.2 Disclosure. Except as disclosed in the Offering Memorandum,
subsequent  to the  respective  dates  as of which  information  is given in the
Offering  Memorandum  through and on any Closing Date, there shall not have been
(a)  any  material  adverse  change  in  the  business,   financial   condition,
operations,  assets,  properties  or  prospects  described or referred to in the
Offering  Memorandum,  or the results of  operations,  condition  (financial  or
otherwise)  earnings,  operations,   business  or  business  prospects,  of  the
Obligated  Parties,  (b) any  transaction  that  is  material  to the  Obligated
Parties,  except  transactions  in the ordinary course of business and except as
described in the Offering Memorandum, (c) any obligation that is material to the
Obligated  Parties,  direct or  contingent,  incurred by the Obligated  Parties,
except obligations  incurred in the ordinary course of business,  (d) any change



                                       12
<PAGE>

in the capital stock or outstanding indebtedness of the Obligated Parties, which
is material to the Obligated  Parties,  except for the exercise of stock options
disclosed  as  outstanding,  or (e) any  dividend  or  distribution  of any kind
declared, paid or made on the capital stock of the Obligated Parties.


         9.3  Legal  Opinion  on  Subscription   Date.  The  Obligated   Party's
independent  counsel  shall  deliver to the  Placement  Agent on the  Closing an
opinion substantially in the form of Exhibit A.

         10.  Indemnification.

         (a)  The Obligated Parties agree to indemnify, defend and hold harmless
the Placement  Agent and any person who controls the Placement  Agent within the
meaning  of Section  15 of the Act or  Section  20 of the  Exchange  Act and all
employees of the Placement Agent (the  "Placement  Agent  Affiliates")  from and
against any loss, expense,  liability or claim (including the reasonable cost of
investigation) which, jointly or severally,  any such Placement Agent Affiliates
controlling person may incur insofar as such loss,  expense,  liability or claim
arises out of (i) any  breach by the  Obligated  Parties of any  representation,
warranty or covenant  contained  herein or in any of the  agreements  referenced
herein,  (ii) Placement Agent's service as Placement Agent hereunder,  except as
provided  under  section  10(b),  (iii) or based  upon any untrue  statement  or
alleged untrue statement of a material fact contained in the Offering Memorandum
or Registration  Statement,  (iv) based upon any omission or alleged omission to
state a material fact  required to be stated in either such Offering  Memorandum
or  Registration  Statement  necessary to make the  statements  made therein not
misleading,  or (v) any cause of action, suit or claim, derivative or otherwise,
by any stockholder of the Obligated  Parties based on a breach or alleged breach
by the  Obligated  Parties  or any of  their  officers  or  directors  of  their
fiduciary or other  obligations to the  stockholders  of the Obligated  Parties,
except  insofar as any such loss,  expense,  liability  or claim  based upon any
untrue  statement  of a  material  fact  contained  in  and in  conformity  with
information  furnished in writing by the Placement  Agent or any Placement Agent
Affiliates to the  Obligated  Parties  expressly for use with  reference to such
Placement Agent in such Offering Memorandum.

         If any action is brought  against the Placement  Agent or any Placement
Agent  Affiliate  in  respect  of which  indemnity  may be  sought  against  the
Obligated Parties pursuant to the foregoing paragraph, the Placement Agent shall
notify the Obligated  Parties in writing of the  institution  of such action and
the  Obligated  Parties  shall assume the defense of such action,  including the
employment  of counsel  and  payment  of all  expenses  related  to such  action
including  without  limitation  attorney and paralegal fees. The Placement Agent
and any  Placement  Agent  Affiliate  shall  have the right to employ  their own
counsel  in any such case at the sole  expense of the  Obligated  Parties if the
Obligated  Parties shall not have employed counsel to have charge of the defense
of  such  action  or such  indemnified  party  or the  Placement  Agent  or such
Placement  Agent  Affiliate  shall have  reasonably  concluded that there may be
defenses available to it or them which are different from or additional to those
available to the Obligated  Parties (in which case the  Obligated  Parties shall
not have the  right to  direct  the  defense  of such  action  on  behalf of the
indemnified party or parties), in any of which events such and expenses shall be



                                       13
<PAGE>

borne by the Obligated Parties and paid as incurred.  Anything in this paragraph
to the contrary  notwithstanding,  the Obligated Parties shall not be liable for
any settlement of any such claim or action effected without its written consent.

         (b)  The Placement  Agent  agrees  to  indemnify,  defend  and hold the
Obligated  Parties  harmless  from and against any loss,  expense,  liability or
claim  (including  the  reasonable  cost of  investigation)  which,  jointly  or
severally, the Obligated Parties incurs insofar as such loss, expense, liability
or claim (i) arises out of or is based upon any untrue  statement  of a material
fact contained in and in conformity with information furnished in writing by the
Placement Agent to the Obligated Parties expressly for use with reference to the
Placement Agent in the Offering  Memorandum or Registration  Statement,  or (ii)
arises out of or is based upon the gross negligence or willful misconduct of the
Placement Agent with respect to this Agreement.

         If any action is brought  against the  Obligated  Parties or any of the
Obligated  Parties  Affiliates or any such person in respect of which  indemnity
may be sought against the Placement  Agent pursuant to the foregoing  paragraph,
the Obligated  Parties shall promptly  notify the Placement  Agent in writing of
the  institution of such action and the Placement Agent shall assume the defense
of such action, including the employment of counsel and payment of expenses. The
Obligated  Parties  shall have the right to employ  its own  counsel in any such
case,  but the fees and expenses of such counsel  shall be at the expense of the
Obligated  Parties  unless (i) the  employment  of such counsel  shall have been
authorized in writing by the Placement  Agent in connection  with the defense of
such action, (ii) or the Placement Agent shall not have employed counsel to have
charge of the defense of such  action,  (iii) or such  indemnified  party or the
Obligated  Parties shall have  reasonably  concluded  that there may be defenses
available  to it or them  which  are  different  from  or  additional  to  those
available to the Placement  Agent (in which case the  Placement  Agent shall not
have the right to direct the defense of such action on behalf of the indemnified
party or  parties),  in any of which  events such  reasonable  fees and expenses
shall be borne by the  Placement  Agent and paid as  incurred.  Anything in this
paragraph  to the contrary  notwithstanding,  the  Placement  Agent shall not be
liable for any  settlement  of any such  claim or action  effected  without  the
written consent of the Placement Agent.

         (c)  If  the  indemnification  provided  for  in  this  Section  10  is
unavailable  to an  indemnified  party  under  subsections  (a)  and (b) of this
Section 10 with respect of any losses, expenses,  liabilities or claims referred
to therein,  then each  applicable  indemnifying  party, in lieu of indemnifying
such indemnified  party,  shall contribute to the amount paid or payable by such
indemnified  party as a result of such losses,  expenses,  liabilities or claims
(i) in such  proportion  as is  appropriate  to reflect  the  relative  benefits
received by the Obligated Parties on the one hand and the Placement Agent on the
other  hand  from  the  offering  of the  Securities  or (ii) if the  allocation
provided  by clause  (i)  above is not  permitted  by  applicable  law,  in such
proportion as is appropriate to reflect not only the relative  benefits referred
to in clause (i) above but also the relative  fault of the Obligated  Parties on
the one hand and of the  Placement  Agent on the  other in  connection  with the
statements or omissions which resulted in such losses, expenses,  liabilities or
claims,  as well as any other relevant  equitable  considerations.  The relative
fault of the Obligated Parties on the one hand and of the Placement Agent on the
other shall be  determined  by  reference  to, among other  things,  whether the



                                       14
<PAGE>

untrue  statement or alleged untrue  statement of a material fact or omission or
alleged omission relates to information  supplied by the Obligated Parties or by
the  Placement  Agent and the parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The  amount  paid or  payable  by a party as a result of the  losses,  expenses,
liabilities and claims referred to above shall be deemed to include any legal or
other fees or  expenses  reasonably  incurred by such party in  connection  with
investigating or defending any claim or action.

         (d)  The Obligated Parties and the Placement  Agent agree that it would
not be just and  equitable  if  contribution  pursuant  to this  Section 10 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable  considerations  referred to in subsection (c)
above.  No person  guilty of fraudulent  misrepresentation  shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

         (e) The indemnity and contribution agreements contained in this Section
10 and the covenants,  warranties and  representations  of the Obligated Parties
contained in this Agreement shall remain in full force and effect  regardless of
any  investigation  made by or on behalf of the Placement Agent or any Placement
Agent Affiliate,  or by or on behalf of the Obligated Parties, shall survive any
termination of this Agreement or the issuance and delivery of the Securities and
shall not be deemed to be  exclusive  remedies  with respect to a breach of this
Agreement.  The  Obligated  Parties and the  Placement  Agent agree  promptly to
notify the other of the commencement of any litigation or proceeding  against it
and,  in the case of the  Obligated  Parties,  and in the case of the  Placement
Agent, any Placement Agent  Affiliate,  in connection with the issuance and sale
of the Securities, or in connection with the Offering Memorandum or Registration
Statement.  The  contribution  provisions  contained  in this  Section 10 are in
addition to any other rights or remedies which either party hereto may have with
respect to the other or hereunder.

         11. Survival of Certain Provisions.  The indemnity and other agreements
contained in Section 10 hereof and the  representations and warranties and other
statements of the Obligated  Parties set forth in this  Agreement or made by the
Obligated Parties pursuant to this Agreement (including without limitation those
contained  in Section 7 and 8 hereof)  shall  remain in full  force and  effect,
regardless of (a) any  termination  of this  Agreement or any of the  agreements
referred to herein,  (b) any investigation made by or on behalf of the Placement
Agent or any of its  controlling  persons  or by or on behalf  of the  Obligated
Parties  or any of its  officers,  directors  or  controlling  persons  and  (c)
acceptance of delivery of and payment for Securities.

         12. Effective Time; Termination.

         (a) This Agreement shall become effective on the date hereof.

         (b) The  Placement  Agent  shall  have  the  right  to  terminate  this
Agreement  by  giving  notice as  hereinafter  specified  at any time.  Any such
termination shall be without liability of any party to any other party except as
provided in Sections 4 and 7 hereof,  except that the  Obligated  Parties  shall
remain obligated to pay costs and expenses to the extent provided in Section 6.1



                                       15
<PAGE>

of this Agreement.

         (c) In the event that the Closing  shall not have occurred on or before
September 15, 2003,  this Agreement  shall terminate at the close of business on
such date. Any such termination  shall be without  liability of any party to any
other party except as provided in Section 10 hereof.

         (d) In the event of any  termination  of this Agreement for any reason,
if a private  placement of securities is  consummated  within one year following
such termination by the Obligated  Parties with a party that the Placement Agent
introduced  regarding  the  Obligated  Parties  pursuant  to and as  part of its
engagement by the Obligated  Parties,  the Placement  Agent shall be entitled to
receive the Placement  Agent's Fee and the Expense  Allowance  Placement Agent's
Common Stock and all other amounts  provided for in this  Agreement,  as if this
Agreement had not been terminated.

         (e)  Notwithstanding  any  provision of this  agreement  the  Obligated
Parties shall have the right to terminate the  Placement  Agent's  services upon
payment in full of the Securities upon written notice to the Placement Agent.

         13.  Notice.  Except as otherwise  specifically  provided  herein,  all
statements,  requests,  notices and advice hereunder shall be in writing,  or by
telephone  or  telegram if  subsequently  confirmed  in writing,  and, if to the
Placement Agent, shall be sufficient in all respects if delivered or sent to the
Placement Agent at the address set forth in the Offering Memorandum,  and, if to
the Obligated Parties,  shall be sufficient in all respects if delivered or sent
to the Obligated  Parties at the address of its principal  place of business set
forth in the Offering Memorandum.  Notice shall be deemed given upon the date of
delivery or the date such  notice is sent via  nationally  recognized  overnight
courier.

         14.  Successors and Assigns.  This Agreement  shall inure solely to the
benefit of the  Obligated  Parties  and the  Placement  Agent and, to the extent
provided in Section 14 hereof, to any person or entity named in such Section. No
other person, partnership,  association or corporation shall acquire or have any
right  under or by virtue of this  Agreement.  The term  "successors"  shall not
include any purchaser of any Securities  merely  because of such  purchase.  The
respective  rights and  obligations  of the Obligated  Parties and the Placement
Agent hereunder may not be assigned, transferred or contracted to another.

         15. Governing Law. This Agreement shall be governed by and construed in
accordance  with the  internal  laws of the State of Florida  without  regard to
conflicts of law principles.

         16.  Entire  Agreement.  This  Agreement  is the  complete  and  entire
agreement among the parties with respect to the offer and sale of the Securities
and supersedes all prior written and oral  communications  with respect thereto,
specifically  including  any  engagement  letter  with  respect  to the  matters
addressed  herein between the Obligated  Parties and the Placement  Agent.  This
Agreement may be amended only in a writing signed by both parties hereto.



                                       16
<PAGE>


         17.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


















         Please  confirm that the foregoing  correctly  sets forth the agreement
between us by signing in the space provided below for that purpose.


                                                   Very truly yours,



                                                   CAPITOL COMMUNITIES CORP.


                                                   By: /s/ Michael G. Todd

                                                   Its: President


AGREED AND ACCEPTED:



NOBLE INTERNATIONAL INVESTMENTS, INC.


By:  Nico Pronk
    ----------------------------------

Its: President




                                       17