CAPITOL COMMUNITIES CORP
NOTE MODIFICATION AGREEMENT, DATED MAY 15, 2002
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>5
<FILENAME>capitolex47.txt
<DESCRIPTION>NOTE MODIFICATION AGREEMENT, DATED MAY 15, 2002
<TEXT>
EXHIBIT 10.47

                           NOTE MODIFICATION AGREEMENT

         THIS  AGREEMENT made and entered into this 15th day of May, 2002 by and
between  BOCA  FIRST  CAPITAL,   LLLP,  a  Florida  limited   liability  limited
partnership  (hereinafter  referred to as  ("Holder")  and CAPITAL,  COMMUNITIES
CORPORATION, a Nevada corporation, (hereinafter referred to as ("Maker");

                               W I T N E S S E T H

                  WHEREAS,  Maker  has  heretofore  made in  favor  of  Holder a
         certain  promissory  note  dated  the  25th  day of  April  2002 in the
         original principal amount of THREE MILLION DOLLARS ($3,000,000.00) (the
         "Note"); and

                  WHEREAS, Holder is the owner and holder of the note; and

                  WHEREAS, Maker and Holder desire to modify the note in certain
         particulars;

                  NOW,  THEREFORE,  in  consideration  of  the  mutual  benefits
         accruing  to the  respective  parties  under  the  provisions  of  this
         Agreement it is hereby agreed to as follows:

                  1.       The second paragraph of the note is amended ab initio
                           to read as follows:

                           Interest on the unpaid principal sum outstanding from
                           time to time shall  Accrue at the initial rate of TEN
                           PERCENT  (10.0%)  PER ANNUM.  Effective  on the first
                           business day of the first calendar  quarter after the
                           date of this Note,  and on the first  business day of
                           each  succeeding   calendar  quarter,   the  rate  of
                           interest on this note will  increase or decrease to a
                           rate  which is equal to the  GREATER  of ten  percent
                           (10%) per annum or one percent (1.0%) above the prime
                           rate,  as  published in The Wall Street  Journal,  in
                           effect on that date. Interest, throughout the term of
                           this note shall be calculated on then basis of actual
                           days elapsed divided by 360.

                  2.       This  modification is made upon the express agreement
         and understanding  that,  except as herein  specifically set forth, the
         Note shall remain unmodified and in full force and effect. In the event
         of any conflict  between the terms and  provisions  of the Note and the
         terms and provisions of this Note Modification Agreement, the terms and
         agreements of this Note Modification Agreement shall take precedence

                  3.       This agreement shall be binding upon and inure to the
         benefit of the successors and assigns of the respective parties hereto.
         This agreement may be signed by  counterparts  which,  taken  together,
         shall form one and the same original.  Facsimile  signatures shall, for
         the purposes of this agreement, constitute originals.

                  IN WITNESS WHEREOF,  the parties have hereunto set their hands
         and seals the day and year first above written.

         In the presence of:                HOLDER:
                                            CAPITOL COMMUNITIES CORPORATION,
                                            a, Nevada corporation,

                                            By:  /s/ Michael G. Todd
                                                 ---------------------------
                                                 Michael G.  Todd, President
         /s/ Ray Baptista
         ----------------
             Ray Baptista                   BOCA FIRST CAPITAL LLLP,
                                            a Florida limited liability limited
                                            partnership
                                            By: Addison Capital Group, LLC,
                                                   general partner
         /s/ Jennifer Free
         -----------------
             Jennifer free                  By: /s/ Howard Bloom
                                                -------------------------
                                                    Howard Bloom, Manager






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