EXHIBIT 10.4



                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 a line of credit from BOCA FIRST CAPITOL, LLLP, a Florida limited
liability  limited  partnership  (hereinafter  referred  to as  "Boca  Loan"  or
"Pledgee") in the amount of FOUR MILLION DOLLARS and NO/CENTS ($4,000,000.00);

         WHEREAS,  the Pledger has borrowed  Three Million  Dollars and No/Cents
($3,000,000.00)  from private  investors,  with net proceeds  from such investor
loan in the amount of Two  Million  One Hundred  Thousand  Dollars and  No/Cents
($2,100,000); and

         WHEREAS,  the  Pledger  has agreed to pledge to Pledgee TWO MILLION ONE
HUNDRED THOUSAND DOLLARS AND NO/CENTS  ($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,  junior only to the Pledge Agreement between
the Pledgee and Noble  International  Investments,  Inc.  ("Noble"),  is made as
collateral  security  for the  repayment,  according  to its terms,  of the full
amount due under this Agreement, the Business Loan dated April 25, 2002, between
Pledger,  and Pledgee,  the Promissory Note of same date, and any  modifications
therein ("Boca Note"), or other Business Loan Documents, (all such documents are
collectively referred to as the "Loan Documents").

2. Possession of the Investor  Proceeds.  Pledger shall retain possession of the
Property.  Pledger  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 Loan Documents,  or would result from such action,  the
Pledger  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  Pledgee  will  not  object  to the cash
substitution.   Such  Substitute  Collateral  shall  include  any  improvements,
replacements,  accessions,  and additions to it. Pledgee 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  Pledgee of such  participations  but shall not
have to receive approval Pledgee to assign such loan participation interest.

4.  Perfected  Interest in  Substitute  Collateral.  As long as the Boca Loan is
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 Loan  Documents;  subject only to the
senior  security  interest  held by  Noble  in the  Collateral  subject  to this
Agreement or 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


<PAGE>

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 Pledger  defaults in the payment of any installment
 of the Boca Loan  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 Loan Documents; or

                  (b) If the Pledger becomes in default under the Loan Documents
 governing the loan represented by the Boca Note; or

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

         then the Pledged Collateral and any Substitute Collateral,  which shall
at the time of receipt  thereof  be applied to payment of the Boca Note,  may be
sold,  transferred  and  delivered  in  whole  or in  part,  together  with  any
substitutes  thereof,  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 Boca Note 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 Pledger 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 Pledger  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 Pledgor,  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
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 senior interest on the  Collateral,  then to any sums Pledgee may


<PAGE>

pay, or incur, in enforcing its rights under the Loan  Documents,  including the
Boca Note and/or this Pledge,  and second to the payment of any sums the Pledgor
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 Boca
Note or the Loan  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 Boca  Note,  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 Business Loan Agreement,  Mortgage and Security Agreements dated April
25, 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 Boca Note 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, 7100 Camino Real Blvd.,  Suite 402, Boca Raton,  Florida 33433 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.


<PAGE>


         13. Business Loan  Agreement.  This Pledge is subject to the provisions
of Exhibit "A" of that certain  Secured Note Purchase  Agreement and Exhibit "B"
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/
                                         ------------------------------------
                                         By: Michael G. Todd, President
--------------------




                                         PLEDGEE:
                                         NOBLE INTERNATIONAL
                                         INVESTMENTS, INC.






ACKNOWLEDGEMENT:

STATE OF Arkansas

COUNTY OF Pulaski } ss.

On this 24th day of April 2004, before me, a notary public,  personally appeared
Tommy L. Lasiter known to me ( or satisfactory proven) to be the person(s) whose
name (s) Tommy L. Lasiter  subscribe to the within  instrument and  acknowledged
that he executed the same, with the  relinquishment and waiver of all the rights
of homestead exemption,  statutory redemption,  appraisment,  curtesy and dower,
for  the  consideration  and  purposes  theirin  mentioned  and  set  forth.

My commission expires:

                                         /s/ Virginia Lingg James
                                         ------------------------
                                             Notary Public

[Notary Seal of
Virginia Lingg James]




                                         PLEDGEE:  BOCA FIRST CAPITAL LLLP
                                                   Addison Capital Group, LLC.,
                                                   General Partner




                                              /s/  Howard Bloom
                                              ----------------------------------
                                              By:  Howard Bloom, Managing Member



/s/ illegible
---------------------------------------


Notary on Next Page



<PAGE>



State of Florida
County of

The foregoing instrument was acknowledged before me this 19 Day of November 2003
by MICHAEL G. TODD,  PRESIDENT  OF  CAPITOL  COMMUNITIES  CORPORATION,  A NEVADA
CORPORATION,   who  is   personally   known  to  me,  or  who  has  produced  as
identification.


                                          (Signature of Person   Acknowledgment)


                                           -------------------------------------
                                           Printed Name
                                           Notary public

                                                      [Seal of Evelyn R.Gregory
                                                       Notary Public State of
                                                       Florida Commission No.
                                                       DD009106
                                                       My Commission
                                                       Exp. Apr. 9, 2035]



State of
County of


The foregoing  instrument  was  acknowledged  before me this 19 day of November,
2004 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.




(Signature of Person Taking Acknowledgment:



Printed Name
Notary Public

                                                  [Seal of Evelyn R.Gregory
                                                   Notary Public State of
                                                   Florida Commission No.
                                                   DD009106
                                                   My Commission
                                                   Exp. Apr. 9, 2035]