CAPITOL COMMUNITIES CORP
COLLATERAL SECURITY AGREEMENT APRIL 26, 2002
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>6
<FILENAME>capitolex48.txt
<DESCRIPTION>COLLATERAL SECURITY AGREEMENT APRIL 26, 2002
<TEXT>



   EXHIBIT 10.48

                          COLLATERAL SECURITY AGREEMENT
                                 (STOCK PLEDGE)

           WHEREAS,  CAPITOL  COMMUNITIES  CORPORATION,   A  NEVADA  CORPORATION
   (hereinafter  referred  to as the  "Pledgor")  has  borrowed or has agreed to
   borrow from BOCA FIRST CAPITAL,  LLLC, A FLORIDA  LIMITED  LIABILITY  LIMITED
   PARTNERSHIP  (hereinafter  referred to as  "Pledgee")  the  principal  sum of
   THREE-MILLION AND NO/100THS DOLLARS ($3,000,000.00); and

           WHEREAS,  Pledgor  is the owner and  holder of all of the  issued and
   outstanding  capital  stock of CAPITOL  DEVELOPMENT  OF  ARKANSAS,  INC.,  an
   Arkansas corporation (hereinafter referred to as the "Corporation"); and

           WHEREAS,  the  Pledgor  has agreed to  execute  and to deliver to the
   Pledgee a promissory  note,  hereinafter  referred to as the "Note",  for the
   principal amount of THREE-MILLION  and no/100ths DOLLARS  ($3,000,000.00)  to
   evidence the indebtedness  arising in connection with the aforesaid loan made
   or to be made by Pledgee to Pledgor; and

           WHEREAS,  the Pledgor  has agreed  to pledge  to Pledgee  all of  its
   capital stock in  Corporation as security for the Note;

           NOW, THEREFORE, in consideration of the premises and as an inducement
   to the  Pledgee to lend the  principal  sum of  THREE-MILLION  and  no/100ths
   DOLLARS  ($3,000,000.00) to Pledgor and in consideration thereof, the Pledgor
   does hereby  assign,  transfer,  set over and pledge to Pledgee  One-thousand
   (1000) shares of the capital stock of Corporation,  being 100% percent of the
   issued and outstanding  capital stock of  Corporation,  and being 100% of the
   issued and outstanding capital stock of Corporation owned by Pledgor,  (which
   together with all stock dividends or similar  distributions  thereon, and all
   shares,  obligations or securities into which said securities may change,  or
   which may be issued in lieu thereof,  and together with any other  securities
   which  hereafter  may be pledged  hereunder,  are herein  called the "Pledged
   Securities"), and the Pledgee and the Pledgor 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 of  the  Note
   including interest thereon.

           2.  Possession and Use of Pledged Securities.  The Pledged Securities
   shall, immediately upon the execution of this Pledge, be delivered to Pledgee
   together with good and sufficient  duly executed stock powers.  Pledgee shall
   be entitled to receive, and have delivered to it, all stock dividends and all
   amounts paid in cash, or other property, as liquidating  dividends,  or other
   similar distributions on account of Pledged Securities, provided that Pledgee
   shall also be entitled to receive capital gains  distributions,  regular cash
   or extra dividends,  or other  distributions even though same do not decrease
   the percentage of equity  ownership in such  investments.  All  distributions
   received by Pledgee in accordance herewith shall become subject to all of the
   provisions  hereof.  Prior to an  event of  default,  as  hereafter  defined,
   Pledgor shall be entitled to exercise all voting  powers and  privileges of a
   stockholder.


                          Collateral Security Agreement
                                       -1-
<PAGE>

           3.  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 Note 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 Note; or

               (b)  If the Pledgor  becomes in default under the loan  agreement
   governing the loan represented by the Note; 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 Note;

               then the Pledged Securities, other than cash, which shall at  the
   time of receipt  thereof  be applied to  payment of the Note,  may  be  sold,
   transferred and delivered in whole or in part,  together with any substitutes
   therefor,  or  additions  thereto,  at any  broker's  board,  or at 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 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  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 Securities, shall occur in Palm Beach County, Florida.

           5.  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 but failure to promptly  deliver  such notice
   shall not constitute a waiver of any rights of Pledgee under this  Agreement.
   A written  notice from Pledgee to any nominee that an Event of Default exists
   shall be sufficient evidence of that fact to such nominee.

           6.  Sale of Pledged Securities  by  Pledgee.  Any sale,  as  provided
   herein, of Pledged  Securities 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  Securities 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 Securities, 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 Securities 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  Securities  so sold.  Upon the
   sale of any  Pledged  Securities  hereunder,  after  deducting  all costs and
   expenses of collection,  Pledgee, or its nominee,  shall apply the residue of

                         Collateral Security Agreement
                                      -2-
<PAGE>

   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 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.  The Pledgor  agrees that  neither the  Pledgee,  nor its
   nominee,  shall be held  liable  for loss or  damage  resulting  from acts or
   events beyond the reasonable control of the Pledgee, or its nominee, and acts
   of the Pledgee  taken in good faith.  In taking,  or  refraining  from taking
   action  required,  or  permitted,  hereunder,  such nominee  shall follow the
   direction of Pledgee,  if given,  and Pledgor  agrees that such nominee shall
   not be liable  for any  action or  omission  taken  hereunder  in good  faith
   pursuant to instructions from Pledgee.

           8.  Release of Pledged  Securities.  The  Pledgee  shall  release the
   Pledged Securities to the Pledgor when the 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  Securities  to the Pledgor until such  additional  charges shall
   have been paid in full;  and the Pledgee  shall deliver to the Pledgor all of
   the  securities  pledged  under this Pledge,  together with all dividends and
   interest upon the Pledged Securities then held by them, and together with all
   property,  shares of  stock,  or other  securities  into  which  the  Pledged
   Securities  may have been changed or converted  and Pledgee shall execute and
   deliver,  or  cause  to be  executed  and  delivered,  to  the  Pledgor  such
   instruments as may be necessary to cancel this Pledge, and revest the Pledged
   Securities in the Pledgor free and clear of the lien hereof.

           9.  Notices.  All  communications  provided  for  hereunder  shall be
   addressed to the Pledgor at 25550 Hawthorne Blvd.,  Suite 207,  Torrance,  CA
   90505 and to the Pledgee at 900 North Federal Highway, Suite 410, Boca Raton,
   FL 33432 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 Pledgor  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 Note due and payable,  by suit,
   or in any lawful  manner,  or resort to any other security for the payment of
   the said Note,  this Pledge  being  additional,  cumulative,  and  concurrent
   security for the payment of the said Note. 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 Note.

                         Collateral Security Agreement
                                      -3-
<PAGE>


           13. Business Loan Agreement. This Pledge is subject to the provisions
   of section 3 "Default;  Forbearance;  Termination of  Forbearance" of Exhibit
   "A" to that certain Business Loan Agreement dated the date hereof and entered
   into by and between Pledgor and Pledgee.

           14.  Representation  and Warranty of Pledgor.  Pledgor  represent and
   warrant that Pledgor own and hold not less than one-hundred percent (100%) of
   the issued and outstanding capital stock of Corporation,  and that such stock
   is being pledged hereunder.

           IN WITNESS  WHEREOF,  the Pledgor has  executed  and  delivered  this
   Pledge, this 26th day of April, 2002.

   In the presence of:                        PLEDGOR:
                                              CAPITOL COMMUNITIES CORPORATION

   /s/ Ray Baptista                           By: /s/ Michael G. Todd
   ---------------                                --------------------------
       Ray Baptista                               Michael G. Todd, President




                                              PLEDGEE:
                                              BOCA FIRST CAPITAL, LLLP
                                              By:  Addison Capital Group, LLC,
                                                   general partner

   /s/ E.A. Brandon-Brown                     By: /s/ Howard Bloom
   ----------------------                         --------------------------
       E.A. Brandon-Brown                         Howard Bloom, Manager







     State of Florida
     County of  Palm Beach
                ----------

           The foregoing  instrument was acknowledged before me this 26th day of
     April,  2002,  by MICHAEL  G. TODD,  AS  PRESIDENT  OF CAPITOL  COMMUNITIES
     CORPORATION,  A NEVADA  CORPORATION,  who is personally known to me, or who
     has produced _________________ as identification.
                                      /s/ Sharon McDaniel
                                          ------------------
                                      Signature of Person Taking Acknowledgment)
                                      Sharon Mc Daniel
                                      -----------------------------
                                      (Name of Acknowledger Typed, Printed or
                                       Stamped)
                                      (Title or Rank)
                                      (Serial Number, if any)



                         Collateral Security Agreement
                                      -4-
<PAGE>






     State of Florida
     County of Palm Beach
               -----------

           The foregoing  instrument was acknowledged before me this ____ day of
     April,  2002, by HOWARD BLOOM, AS MANAGER OF ADDISON CAPITAL GROUP,  LLC, A
     NEVADA LIMITED LIABILITY COMPANY, AS GENERAL PARTNER OF BOCA FIRST CAPITAL,
     LLLP, A FLORIDA LIMITED  LIABILITY LIMITED  PARTNERSHIP,  who is personally
     known to me, or who has produced _______________ as identification.

                                    /s/Ruth Gregory
                                    (Signature of Person Taking Acknowledgment)
                                    Ruth Gregory
                                    ----------------------------
                                    (Name of Acknowledger Typed, Printed or
                                    Stamped)
                                    (Title or Rank)
                                    (Serial Number, if any)












                         Collateral Security Agreement
                                      -5-

</TEXT>
</DOCUMENT>
