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 DEAN HELLER                            CERTIFICATE OF
Secretary of State                      AMENDMENT
                                  (PURSUANT TO NRS 78.385 and      OCT 15 2003
202 North Carson Street            78.390)
Carson City, Nevada 89701-4201                          IN THE OFFICE of
(775) 684 5708                                   DEAN HELLER, SECRETARY OF STATE


Important:  Read attached instructions before COMPLETING
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              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR NEVADA PROFIT CORPORATIONS
          (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
                             - REMIT IN DUPLICATE -



1. Name of corporation:  Capitol Communities Corporation



2. The  articles  have been  amended as follows  (provide  article  numbers,  if
available):

   ARTICLE I Name:  The name of the corporation is:  Capitol First Corporation












3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:  64 percent
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4. Officer Signature (Required):


/s/  ASHLEY BLOOM
- ---------------------------------
Ashley Bloom, Vice-President
  & Asst Secretary


                    "If  any  proposed  amendment  would  alter  or  change  any
                    preference or any relative or other right given to any class
                    or series of outstanding  shares, then the amendment must be
                    approved by the vote,  in addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.


IMPORTANT:  Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.