EXHIBIT 10.3



            COLLATERAL SECURITY AGREEMENT (INVESTOR PROCEEDS PLEDGE)

         WHEREAS,   CAPITOL   DEVELOPMENT   OF  ARKANSAS,   INC.,   an  Arkansas
corporation,   and  CAPITOL  FIRST   CORPORATION   (formerly  known  as  Capitol
Communities  Corporation),  a Nevada corporation (hereinafter referred to as the
"Pledger") has borrowed or has agreed to borrow from private  investors  ("Noble
Note Holders"),  represented by NOBLE INTERNATIONAL INVESTMENTS, INC., a Florida
corporation ("Noble") hereinafter referred to as "Pledgee") the principal sum of
THREE MILLION and NO/ lOOths DOLLARS ($3,000,000.00); and

         WHEREAS, the Pledger has agreed to pledge to the Noble Note Holders TWO
MILLION ONE HUNDRED THOUSAND AND NO/LOOTHS  DOLLARS  ($2,100,000.00)  ("Investor
Proceeds"  or  "Collateral")  in  Investor  Proceeds,  and any real or  personal
property acquired with the Investor Proceeds.

         NOW, THEREFORE, in consideration of the Investor Proceed and other good
and valuable  thereof,  the Pledger does hereby assign,  transfer,  set over and
pledge to Pledgee the  property  ("Property")  listed on EXHIBIT  "A",  attached
hereto and made a part  hereof,  and on any real or personal  property  acquired
with  proceeds  from such  property,  Pledgee  and the Pledger  hereby  agree as
follows:

1.  Purpose  of  Pledge.  This  Pledge is made as  collateral  security  for the
repayment,  according to its terms, of the full amount due under this Agreement,
the Secured Note Purchase  Agreement dated  September 11, 2003 between  Pledger,
Capitol Development of Arkansas, Inc., Pledgee, and certain investors identified
therein (the "Purchase Agreement"), the Note Purchase Documents (as such term is
defined in the Purchase  Agreement) or other Business Loan Documents,  (all such
documents are collectively referred to as the "Purchase Documents").

2.  Possession of the Investor Proceeds.  Pledger shall retain possession of the
Property.  Pledgor  shall  provide  Pledgee  with a  monthly  accounting  of the
Collateral in possession of the Pledger, if requested.

3.  Substitution  of Collateral.  If no Event of Default has occurred under this
Agreement,  or the other Purchase  Documents,  or would result from such action,
the Pledgor may replace all or any portion of the Collateral  with other real or
personal  property,  subject,  however to the written  consent of Pledgee in its
sole discretion, which consent may be based upon various factors, including, but
not  limited  to, the value of the  replacement  of real or  personal  property;
provided however,  that if such Substitute Collateral is cash in the same amount
or less  of the  original  pledge,  that  Noble  will  not  object  to the  cash
substitution.   Such  Substitute  Collateral  shall  include  any  improvements,
replacements,  accessions,  and  additions  to it. Noble also  acknowledges  and
agrees that if the  Collateral is in the form of a loan to third  parties,  that
Pledgor may, at its sole discretion,  assign loan participation  interest in any
such loan. Pledgor shall notify Noble of such  participations but shall not have
to receive approval from Noble and/or Pledgee to assign such loan  participation
interest.

4.  Perfected Interest in Substitute Collateral.  As long as the Noble Notes are
outstanding,  Pledgor  agrees to take such  further  action  and enter into such
further documents and agreements as may be requested by the Pledgee, to provide,
grant,  protect and continue a first priority  security interest in favor of the
Pledgee on the  Collateral  and any  Substitute  Collateral  which  secures  the
obligations under this Agreement and the Purchase Documents.  Noble acknowledges
and agrees that Boca First Capital  LLLP, a Florida  limited  liability  limited
partnership,  shall be granted a junior  security  interest in the Collateral or


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any Substitute Collateral.  Pledger hereby irrevocably authorizes Pledgee at any
time and from time to time to file in any Uniform  Commercial Code  jurisdiction
any Financing  Statements and amendments thereto describing the Collateral,  and
Pledger agrees to promptly  furnish any information  necessary for the filing of
such Financing  Statements as Pledgee may request.  Pledger hereby  appoints the
Pledgee as its  attorney-in-fact,  which  appointment is a power coupled with an
interest and is irrevocable,  for the purpose of executing any and all Financing
Statements or continuations or amendments  thereof, or other documents necessary
to perfect or continue  perfection of the rights of the Pledgee  hereunder.  The
powers conferred on the Pledgee  hereunder are solely to protect its interest in
the  Collateral  and shall not  impose  any duty  upon it to  exercise  any such
powers.

5.  Event of Default and  Remedies.  If any one of the following  events (herein
called "Event of Default") shall occur and be continuing:

                  (a) If the Pledgor  defaults in the payment of any installment
 of the Noble  Notes when the same shall have  become  due,  either by the terms
 thereof, or otherwise, as herein provided and such default continues beyond any
 grace period provided in the Noble Notes; or

                  (b) If the  Pledgor  becomes  in  default  under the  Purchase
 Documents or the loan  agreements  governing the loan  represented by the Noble
 Notes; or

                  (c) If the  Corporation or the Pledgor become in default under
 any  mortgage,  security  agreement or other  document or  instrument  given to
 provide or create collateral security for the Noble Notes;

                  then the Pledged  Collateral  and any  Substitute  Collateral,
which  shall at the time of  receipt  thereof be applied to payment of the Noble
Notes, may be sold, transferred and delivered in whole or in part, together with
any substitutes  therefor,  or additions thereto, at any public or private sale,
for cash,  upon  credit,  for present or future  delivery,  all at the option of
Pledgee upon  Pledgee's  (i) declaring the Noble Notes due and payable under the
terms  hereof,  or declaring  other  liability  mentioned or referred to in this
Pledge as being outstanding and overdue,  and (ii) giving not less than ten (10)
days written notice of such sale to Pledgor by personal delivery,  or registered
or  certified  mail,  return  receipt  requested,  addressed to their last known
address. All rights and remedies of Pledgee upon an Event of Default,  including
any sale,  transfer or delivery of the Pledged  Collateral,  and any  Substitute
Collateral, shall occur in Palm Beach County, Florida.

6.  Notice of Default.  The Pledgee shall  deliver to Pledgor  promptly upon the
occurrence of any Event of Default,  a written  notice  thereof,  specifying the
nature  thereof.  A written  notice from Pledgee to any nominee that an Event of
Default  exists  shall be  sufficient  evidence  of that  fact to such  nominee.
Notwithstanding  any provision to the contrary in this Agreement,  Pledgor shall
have ten (10) days to cure any default after notice of such default.

7.  Sale of Pledged Collateral  By Pledgee.  Upon Event of Default,  the Pledgee
shall be entitled  to the  Collateral.  Any sale,  as  provided  herein,  of the
Collateral  or any  Substitute  Collateral  by Pledgee,  or its nominee,  may be
adjourned from time to time, if a public sale, by  announcement  at the time and
place appointed for any such sale, and without further notice,  such sale may be
made at the time  and  place to which  the same  shall be so  adjourned,  unless
otherwise provided by law. At such sale, Pledgee, or its nominee, shall be under
no duty to sell all of the Pledged  Collateral or any  Substitute  Collateral on
the date  fixed in the  notice,  but  beginning  on such date,  Pledgee,  or its
nominee, may sell the same from day to day until all, or a portion thereof, have
been sold to pay all amounts secured by this Pledge. At any such sale,  Pledgee,
or any of its  employees  or  assigns,  as the case may be or its  nominee,  may
become the purchaser of the whole, or any part, of the Pledged Collateral or any
Substitute Collateral, free from any trust, claim, right or equity of redemption
of the Pledger,  which are expressly waived and released. In case of any sale on
credit,  or for  future  delivery,  the  Pledged  Collateral  or any  Substitute
Collateral  sold may be  retained  by the  Pledgee,  or its  nominee,  until the
selling  price  is paid by the  purchaser,  but  neither  the  Pledgee,  nor its
nominee,  shall incur any  liability in case of failure of the purchaser to take
up and pay for the Pledged Collateral or any Substitute Collateral so sold. Upon
the sale of any Pledged Collateral or any Substitute Collateral hereunder, after


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deducting all costs and expenses of collection,  Pledgee, or its nominee,  shall
apply the residue of the  proceeds of the sale,  or sales,  so made first to the
payment of any sums Pledgee may pay, or incur, in enforcing its rights under the
Purchase Documents,  including the Noble Notes and/or this Pledge, and second to
the payment of any sums the Pledger may be, or become liable to pay under any of
those  instruments,  and  shall  pay the  excess,  if any,  to the  Pledgor.  No
purchaser at such sale, or sales, except the Pledgee,  or its nominee,  shall be
responsible for the application of the purchase money.

         7. Waiver.  Waiver or acquiescence in any default, or failure to insist
upon strict  performance  by Pledgor of any  warranties  or  agreements  in this
Collateral Security  Agreement,  shall not constitute a waiver of any subsequent
or other  default or  failure.  Pledgee's  acceptance  of partial or  delinquent
payments or its  exercise or failure to exercise  any right or remedy  shall not
constitute a modification of this Collateral  Security Agreement or of the Noble
Notes  or the  Purchase  Documents.  The  taking  of  this  Collateral  Security
Agreement  shall not waive or impair  any  other  security  Pledgee  may have or
hereafter  acquire for the payment of the Noble  Notes,  nor shall the taking of
any such additional  security waive or impair this Collateral Security Agreement
but  Pledgee  may  resort to any  security  it may have in the order it may deem
proper, and  notwithstanding any collateral  security,  Pledgee shall retain its
rights under the Control and Security Agreement dated September 11, 2003 and its
right of setoff against the Pledgor.

         8. Release of Pledged  Collateral  and Any Substitute  Collateral.  The
Pledgee shall release the Pledged  Collateral and any  Substitute  Collateral to
the  Pledgor  when the Noble  Notes  shall  have  been  paid in full;  provided,
however,  that if at such time there shall be due from Pledgor under this Pledge
additional  charges which theretofore arose as a result of the default under any
of the  aforesaid  instruments  then  Pledgee  shall  not  release  the  Pledged
Collateral or Substitute Collateral to the Pledgor until such additional charges
shall have been paid in full;  and the Pledgee  shall execute and deliver to the
Pledgor, or cause to be executed and delivered,  to the Pledgor such instruments
as may be necessary to cancel this Pledge,  and reinvest the Pledged  Collateral
and/or Substitute Collateral in the Pledgor free and clear of the lien hereof.

         9.  Notices.  All  communications   provided  for  hereunder  shall  be
addressed to Capitol First Corporation,  7100 Camino Real Blvd., Suite 402, Boca
Raton,  Florida  33433,  if to Capitol  Development  of  Arkansas,  Inc.,  10605
Maumelle  Blvd.,  Maumelle,  Arkansas  72113,  if to the Pledgor;  and if to the
Pledgee at 6501 Congress Avenue, Suite 100, Boca Raton, Florida 33487 or to such
other  address with respect to any of the parties as such party shall notify the
other in writing.

         10.  Applicable  Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.

         11. Successors and Assigns, etc. All of the covenants and provisions in
this Pledge by, or for the  benefit  of, the Pledgee and the Pledger  shall bind
and inure to the  benefit  of their  respective  successors,  heirs,  executors,
administrators and assigns.

         12. Additional Security.  This Pledge is without prejudice to the right
of Pledgee to enforce collection of the Noble Notes due and payable, by suit, or
in any lawful  manner,  or resort to any other  security  for the payment of the
said Noble  Notes,  this Pledge being  additional,  cumulative,  and  concurrent
security for the payment of the said Notes.  The  enumeration of certain rights,
privileges  and options in this  Pledge as vested in Pledgee and its  successors
and assigns,  is not and shall not be construed as a waiver of, nor to impair in
any way other rights of Pledgee and its successors or assigns,  either at law or
in  equity,  independent  of this  instrument,  concerning  this,  or any of the
liabilities,  obligations,  indebtedness, or collateral security involved in the
said Noble Notes.

         13. Business Loan  Agreement.  This Pledge is subject to the provisions
of Exhibit "A" of that certain  Secured Note Purchase  Agreement and Exhibit "B"


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of that certain  Control and Security  Agreement both dated  September 11, 2003,
and entered into by and between  Pledger and  Pledgee,  and any  amendments  and
modifications thereof.

         14.  Representation  and Warranty of Pledgor.  Pledger  represents  and
warrants  that  Pledger  owns  and  holds  the  Collateral  and  any  Substitute
Collateral, free and clear of any lien or encumbrances; except for a junior lien
held by Boca First Capital LLLP. In the presence of:

         IN WITNESS WHEREOF, the Pledgor has executed and delivered this Pledge,
this 19 day of November 2003.



                                    PLEDGOR:

                                    CAPITOL COMMUNITIES CORPORATION

                                /s/ Michael G. Todd
                                -----------------------------------
                                    Michael G. Todd, President




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

                                      PLEDGOR:
                                      CAPITOL DEVELOPMENT OF ARKANSAS, INC.

In the presence of:
                                  /s/ Michael G. Todd
                                      ----------------------------------------
---------------------                 By: Michael G. Todd, President

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







                                      PLEDGEE:
                                      NOBLE INTERNATIONAL
                                      INVESTMENTS, INC.





Notary on Next Page

State of Flordia
County of Palm Beach
          ----------




The foregoing  instrument was acknowledged  before me this 19th day of November,
2003 by MICHAEL G. TODD, PRESIDENT OF CAPITOL COMMUNITIES CORPORATION,  A NEVADA
CORPORATION, who is


Printed Name Notary Public
personally known to me, or who has produced _______________ as identification.






 State of Florida
 County of Palm Beach


The foregoing  instrument was  acknowledged  before me this 19th day of November
2003, by MICHAEL G. TODD, PRESIDENT OF CAPITOL DEVELOPMENT OF ARKANSAS, INC., AN
ARKANSAS  CORPORATION,  who is  personally  known  to me,  or who  has  produced
______________ as identification.


                                    /s/ illegible
                                    ------------------------------------------
                                    (Signature of Person taking Acknowledgment)