EXHIBIT 10.11





                                                      [Filed & Recorded in
                                                      Official Records of
                                                      Carolyn Staley
                                                      Pulaski County
                                                      Circuit/County clerk]


BOCA FIRST CAPITAL, LLLP
Real Estate Subordination Agreement
(Boca First Capital, LLLP to Third Party)










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                                                  [GRAPHIC OMITTED]
                                                   Seal Pulaski County, Arkansas

This instrument was
prepared by and after recording return to:

Brandon Brown P.L.
900 N. Federal Highway
Suite 410
Boca Raton, FL 33432



This  Real  Estate  Subordination  Agreement  ("Agreement")  is  executed  as of
September 30, 2003, by Boca First Capital, LLLP, ("Boca First Capital"),  having
an address of 900 North Federal  Highway,  Suite 410, Boca Raton,  Florida 33432
("Subordinator"),  in favor of No ble I  nternational  I nvestments,  I nc., a F
lorida c orporation,  a s c ollateral  agent for purchasers of notes,  having an
address for notice purposes of 6501 Congress  Avenue,  Suite 100, Boca Raton, FL
33487 ("Junior Lienholder").

Whereas,  Boca First Capital is the owner and holder of, or creditor under,  the
indebtedness  described in and secured by a security  instrument (deed of trust,
deed to secure debt or mortgage) dated  September 27, 2002,  executed by Capitol
Development  of  Arkansas,  Inc.  and which is recorded  on October 2, 2002,  as
Document # 2002182700,  of the land records of Pulaski County, Arkansas, as same
may have been or is to be modified  prior hereto or  contemporaneously  herewith
(the "Senior Lien"),  encumbering the land described therein (said land and such
improvements,  appurtenances and other rights and interests regarding said land,
if any, as are  described in the Senior Lien being called  herein  collectively,
the "Property"); and

Whereas,  Junior Lienholder has been requested to make a loan, line of credit or
other  financial  accommodation  to Capitol  Development  of Arkansas,  Inc. and
Capitol  Communities  Corporation  (jointly and  severally,  "Borrower"),  to be
secured by, without  limitation,  either a deed of trust, deed to secure debt or
mortgage (the "Junior Lien"),  covering,  without  limitation,  the Property and
securing the  indebtedness  therein  including the payment of a promissory note,
line of credit  agreement or other borrowing  agreement made by Borrower and/ or
others payable to the order of Noble International Investments,  Inc., a Florida
corporation,  as  collateral  agent  for  purchasers  of  notes  in the  maximum
principal  face amount of  $3,000,000.00  (the  "Principal  Amount"),  including
provisions for acceleration and payment of collection costs (the  "Obligation");
and

Whereas,  Junior  Lienholder  requires,  as a  condition  to the  making  of the
Obligation, that the Junior Lien be superior to the Senior Lien;

Now, Therefore, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,  and with the understanding by Boca First Capital
that Junior  Lienholder  will rely hereon in making the  Obligation,  Boca First
Capital  agrees and covenants  that the Senior Lien and the rights of Boca First
Capital  thereunder and all other rights of Boca First Capital now or he reafter



<PAGE>


existing in or with respect to the Property with a legal  description  described
in EXHIBIT A, attached  hereto and made a part hereof,  are hereby  subordinated
to, and are and shall remain completely and  unconditionally  subordinate to the
Junior Lien and the rights of the Junior Lienholder thereunder regardless of the
frequency or manner of renewal, extension,  consolidation or modification of the
Junior Lien and/ or the Obligation.

This Subordination Agreement is limited to an amount of $3,000,000.00,  which is
the original amount of the Junior Lienholder's  principal balance; plus interest
and any additional  amounts advanced  pursuant to the provision of said security
instrument  for payment of insurance  premiums,  taxes,  cost of  collection  or
protection  of the value of the  Property or Junior  Lienholder's  rights in the
Property.  This Agreement shall inure to the benefit of Junior Lienholder and be
binding upon Boca First Capital, its successors and assigns and shall be binding
upon any purchaser or purchasers  (at  foreclosure or otherwise) of the Property
or any part  thereof,  and their  respective  heirs,  personal  representatives,
successors and assigns.

/s/ illegible                                  Boca First Capital, LLLC
---------------------------
                   Witness name:
                                                  /s/  illegible
                                                   ---------------------------


                                                By:
                                                Titla:


Boca First Capital, LLLP Acknowledgment:

State of Florida

County of Palm Beach



 On this  the  29th  day of  September,  2003,  before  me,  Howard  Bloom,  the
 undersigned  officer,  appeared who is  personally  known to me or has produced
 _________ as identification, who acknowledged himself to be the Managing Member
 of Boca First Capital,  LLLC, a limited liability limited partnership,  and he,
 as such managing  member,  being  authorized  so to do,  executed the foregoing
 instrument  for the  purposes  therein  contained,  by signing  the name of the
 limited  partnership  by  himself as  managing  member,  hi  witness  whereof I
 hereunto set my hand and official seal.


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 Commission #00186650                Signature of Person Taking Acknowledgement
 Expires: Feb 23, 2007               Commission Expiration Date:
                                                                 --------------
               Bonded Thru
               ----------------------------
               Atlantic Bonding C<<., Inc.
 Seal
                                                                 Exhibit  A



<PAGE>

LEGAL DESCRIPTION

Lands lying in Section 29.  Township 3 North,  flange 13 West.  Pulaski  County.
Arkansas and more particularly described as follows:

Commencing at the  Northwest  Corner of said Section 29: thence North 90 degrees
00 minutes 00 seconds East 2564.28  feet:  thence South 00 degrees 00 minutes 00
seconds  West 611.08 feet to the point of  beginning  which is also on the south
right of way of Odom Boulevard:  thence leaving the said South right of way line
of Odom  Boulevard  along a 143.239-4  degree curve to the right 61.20 feet to a
point  having a chord  bearing  and  distance  of South 81 degrees 31 minutes 11
seconds East 55.40 feet which is also on the west right of way of Naylor  Drive:
thence  continue  along  said  right of way line  South 37 degrees 41 minutes 32
seconds East 30.45 feet:  thence along a 5.6169 degree curve to the right 358.75
feet to a point  having a chord  bearing  and  distance  of South 27  degrees 37
minutes 01  seconds  East  356.90  feet:  thence  South 17 degrees 32 minutes 30
seconds East 251.53 feet;  thence along a 6.1069 degree curve to the left 498.81
feet to a point  having a chord  bearing  and  distance  of South 32  degrees 46
minutes 21  seconds  East  492.96  feet;  thence  South 48 degrees 00 minutes 13
seconds East 642.29 feet: thence along a 5.7569 degree curve to the right 387.16
feet to a point  having a chord  bearing  and  distance  of South 36  degrees 51
minutes 33  seconds  East  384.72  feet:  thence  South 25 degrees 42 minutes 53
seconds  East  31.71  feet;  thence  leaving  said right of way along a 229.1831
degree  curve to the right  38.46  feet to a point  having a chord  bearing  and
distance of South 18 degrees 21 minutes 48 seconds West 34.78 feet which is also
on the west right of way of Millwood Circle; thence continue along said right of
way line South 62 degrees 26 minutes 30 seconds West 22.62 feet;  thence along a
5.7103  degree curve to the left 1492.75 feet to a point having a chord  bearing
and distance of South 16 degrees 40 minutes 41 seconds West 1358.84 feet; thence
South 25 degrees 56 minutes 35 seconds East 441.69  feet:  thence along a 4.2642
degree  curve to the right  385.98  feet to a point  having a chord  bearing and
distance  of South 17 degrees 42 minutes 50 seconds  East  384.65  feet;  thence
leaving  said west right of way South 84  degrees  03  minutes  51 seconds  West
170.32 feet;  thence  North 73 degrees 20 minutes 45 seconds West 1097.68  feet:
thence South 33 degrees 01 minutes 16 seconds West 254.89 feet;  thence South 45
degrees 24  minutes 03 seconds  West  349.34  feet;  thence  South 58 degrees 31
minutes 12  seconds  West  399.77  feet:  thence  North 77 degrees 45 minutes 58
seconds  West  156.73  feet to a point which is also on the east right of way of
Odom  Boulevard:  thence North 77 degrees 45 minutes 58 seconds West 62.24 feet:
thence along  the.-centerline  of proposed  Odom  Boulevard  North 11 degrees 57
minutes 24 seconds East 8.19 feet;  thence  along a 20.8347  degree curve to the
left 266.72  feet to a point  having a chord  bearing  and  distance of North 15
degrees 49  minutes 44 seconds  West  256.39  feet;  thence  North 43 degrees 36
minutes 53 seconds West 729.52 feet;  thence along a 9.5492  degree curve to the
left 221.93  feet to a point  having a chord  bearing  and  distance of North 54
degrees 12  minutes 39 seconds  West  220.67  feet:  thence  North 64 degrees 48
minutes 26 seconds West 622.59 feet;  thence along a 6.3661  degree curve to the
left  1607.78  feet to a point  having a chord  bearing and distance of North 13
degrees 37 minutes 48 seconds  West  1402.36  feet:  thence  North 37 degrees 32
minutes 49 seconds East 1031.88 feet:  thence along a 3.3661 degree curve to the
right  517.56 feet to a point  having a chord  bearing and  distance of North 54
degrees 01  minutes 17 seconds  East  510.46  feet:  thence  North 70 degrees 29
minutes 45 seconds East 406.83 feet:  thence leaving said road centerline  South
19 degrees 30 minutes 15 seconds East 60.00 feet to a point on the east right of
way line of Odom  Boulevard:  thence continue along said right of way line North
70 degrees 29 minutes 45 seconds East 914.54 feet;  thence along a 4.5558 degree
curve to the left 347.34 feet to a point having a chord  bearing and distance of
North 62  degrees  34  minutes  34  seconds  East  346.73  feet to the  point of
beginning containing 250.134 acres more or less.