U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            CITY CAPITAL CORPORATION
                            ------------------------
             (Exact Name of Registrant as Specified in its Charter)


                   Nevada                                   22-2774460
 -------------------------------------------              -------------
(State or Other Jurisdiction of Incorporation            (I.R.S. Employer
                or Organization)                         Identification No.)

 2535 Pilot Knob Road, Suite 118
 Mendota Heights, Minnesota                                   55120
 --------------------------------------                     --------
(Address of Principal Executive Offices)                   (Zip Code)


                Amended and Restated Non-Employee Directors and
               Consultants Retainer Stock Plan (Amendment No. 4)
                ------------------------------------------------
                            (Full Title of the Plan)

                               Ephren Taylor, Jr.
                            City Capital Corporation
                        2535 Pilot Knob Road, Suite 118
                        Mendota Heights, Minnesota 55120
                                 (651) 452-1606
           ----------------------------------------------------------
           (Name, Address, and Telephone Number of Agent for Service)


                                    With a copy to:
                            Kenneth Eade, Attorney at Law
                             190 N. Canon Drive, Suite 420
                            Beverly Hills, California 90210
                                    (310) 275-3055


                        CALCULATION OF REGISTRATION FEE
                        -------------------------------

Title of        Amount to be   Proposed         Proposed        Amount of
Securities      Registered     Maximum          Aggregate       Registration
to be                          Offering Price   Offering Price  Fee
Registered                     Per Share
------------    -------------  --------------   --------------  ------------
Common Stock    20,000,000 (1)   $0.10 (2)       $2,000,000         $61.40

                                                                         1
(1)(2)  The Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 4) authorizes a total of 20,000,000 shares,
none of which have been registered. This offering price per share is calculated
under Rule 457(h)(1) pursuant to the deemed issuance price as set forth in the
Plan (see Exhibit 4 to this Form S-8).

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

         See Item 2 below.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall
be provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-K/A for the fiscal year
   ended December 31, 2005, filed on August 8, 2006.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the
     Form 10-K/A referred to in (a) above, which consist of a Form 10Q/A
     Filed on August 11, 2006, a Form 10-Q filed on August 14, 2006, a Form
     8-K filed October 5, 2006, a Form 8-K filed November 13, 2006, a Form
     10Q filed November 14, 2006, a Definitive 14c filed December 12, 2006,
     and a Form 8-K filed February 8, 2007.

     (c)  A description of the Registrant's securities contained in the
     Registration Statement on Form 10-SB filed by the Registrant to
     register the common stock under the Securities Exchange Act,
     including all amendments filed for the purpose of updating such
     common stock description.
                                                                            2
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Common Stock, $0.001 par value.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         No named expert or counsel was hired on a contingent basis, will
         receive a direct or indirect interest in the issuer.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation or bylaws
     regarding liability of directors and officers of the Registrant.

(b)  Nevada Revised Statutes.

     "NRS 78.138 Directors and officers: Exercise of powers; performance
      of duties; presumptions and considerations; liability to corporation and
      stockholders.

     (7)  Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200,
452.270, 668.045 and 694A.030, a director or officer is not individually liable
to the corporation or its stockholders for any damages as a result of any act
or failure to act in his capacity as a director or officer unless it is proven
that:

     (a)  His act or failure to act constituted a breach of his
          fiduciary duties as a director or officer; and

     (b)  His breach of those duties involved intentional misconduct,
          fraud or a knowing violation of law."

Indemnification.

(a)  Articles of Incorporation.

     There are no provisions in the articles of incorporation regarding
     indemnification of directors and officers of the Registrant.

(b)  Bylaws.

     The bylaws of the Registrant provide the following with respect to
     indemnification:
                                                                         3
"Section 1. Definitions. For purposes of this Article, "Indemnitee" shall mean
each Director or Officer who was or is a party to, or is threatened to be made
a party to, or is otherwise involved in, any Proceeding (as hereinafter
defined), by reason of the fact that he or she is or was a Director or Officer
of this Corporation or is or was serving in any capacity at the request of this
Corporation as a Director, Officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation, partnership, joint venture,
trust, or other enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without limitation, an action,
suit or proceeding by or in the right of this Corporation), whether civil,
criminal, administrative or investigative.

    Section 2. Indemnification. Each Indemnitee shall be indemnified and held
harmless by this Corporation for all actions taken by him or her, and for all
omissions (regardless of the date of any such action or omission), to the
fullest extent permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines, taxes,
penalties, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding. Indemnification
pursuant to this Section shall continue as to an Indemnitee who has ceased to
be a Director or Officer and shall inure to the benefit of his or her heirs,
executors and administrators. This Corporation may, by action of its Board of
Directors, and to the extent provided in such action, indemnify employees and
other persons as though they were Indemnitees. The rights to indemnification as
provided in this Article shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute, provision of this
Corporation's Articles of Incorporation or Bylaws, agreement, vote of
stockholders or Directors, or otherwise.

     Section 3. Financial Arrangements. This Corporation may purchase and
maintain insurance or make other financial arrangements on behalf of any person
who is or was a Director, Officer, employee or agent of this Corporation, or is
or was serving at the request of this Corporation in such capacity for another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by
him or her in such capacity, whether or not this Corporation has the authority
to indemnify him or her against such liability and expenses.

     The other financial arrangements which may be made by this Corporation may
include, but are not limited to, (a) creating a trust fund; (b) establishing a
program of self-insurance; (c) securing its obligation of indemnification by
granting a security interest or other lien on any of this Corporation's assets,
and (d) establishing a letter of credit, guarantee or surety. No financial
arrangement made pursuant to this section may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud, or a knowing
violation of law, except with respect to advancing expenses or indemnification
ordered by a court. Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by this Corporation or any
other person approved by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this Corporation. In the
absence of fraud:
                                                                          4
     (a)  the decision of the Board of Directors as to the propriety of
     the terms and conditions of any insurance or other financial
     arrangement made pursuant to this section, and the choice of the
     person to provide the insurance or other financial arrangement is
     conclusive; and

     (b)  the insurance or other financial arrangement is not void or
     voidable; does not subject any Director approving it to personal
     liability for his action; and even if a Director approving the
     insurance or other financial arrangement is a beneficiary of the
     insurance or other financial arrangement.

     Section 4.  Contract of Indemnification.  The provisions of this  Article
relating to indemnification shall constitute a contract between  this
Corporation and each of its Directors and Officers, which may be  modified as
to any Director or Officer only with that person's consent  or as specifically
provided in this section. Notwithstanding any other  provision of the Bylaws
relating to their amendment generally, any  repeal or amendment of this Article
which is adverse to any Director or  Officer shall apply to such Director or
Officer only on a prospective  basis and shall not limit the rights of an
Indemnitee to indemnification  with respect to any action or failure to act
occurring prior to the time  of such repeal or amendment. Notwithstanding any
other provision of  these Bylaws, no repeal or amendment of these Bylaws shall
affect any or  all of this Article so as to limit or reduce the indemnification
in any  manner unless adopted by (a) the unanimous vote of the Directors of
this  Corporation then serving, or (b) the stockholders as set forth in
Article XII hereof; provided that no such amendment shall have  retroactive
effect inconsistent with the preceding sentence.

     Section 5. Nevada Law. References in this Article to Nevada law or to any
provision thereof shall be to such law as it existed on the date these Bylaws
were adopted or as such law thereafter may be changed; provided that (a) in the
case of any change which expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses which this
Corporation may provide, the rights to limited liability, to indemnification
and to the advancement of expenses provided in this Corporation's Articles of
Incorporation, these Bylaws, or both shall continue as theretofore to the
extent permitted by law; and (b) if such change permits this Corporation,
without the requirement of any further action by stockholders or Directors, to
limit further the liability of Indemnitees or to provide broader
indemnification rights or rights to the advancement of expenses than this
Corporation was permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and advancement of
expenses shall be so broadened to the extent permitted by law."

     The board of directors may from time to time adopt further bylaws  with
respect to indemnification and may amend these bylaws to provide at   all times
the fullest indemnification permitted by the Nevada Revised  Statutes.

(c)  Nevada Revised Statutes.

     "NRS 78.7502 Discretionary and mandatory indemnification of  officers,
directors, employees and agents: General provisions.
                                                                         5
     1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he:

     (a) Is not liable pursuant to NRS 78.138 [directors and officers
     duty to exercise their powers in good faith and with a view to the
     interests of the corporation]; or

     (b) Acted in good faith and in a manner which he reasonably
     believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was
     unlawful.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, or
that, with respect to any criminal action or proceeding, he had reasonable
cause to believe that his  conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
     believed to be in or not opposed to the best interests of the
     corporation.

Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

     3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
                                                                         6
     NRS 78.751 Authorization required for discretionary  indemnification;
advancement of expenses; limitation on indemnification  and advancement of
expenses.

     1.  Any discretionary indemnification pursuant to NRS 78.7502, unless
ordered by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
     consisting of directors who were not parties to the action, suit or
     proceeding;

     (c) If a majority vote of a quorum consisting of directors who were
     not parties to the action, suit or proceeding so orders, by
     independent legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
     action, suit or proceeding cannot be obtained, by independent legal
     counsel in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

     3.  The indemnification pursuant to NRS 78.7502 and advancement of
expenses authorized in or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
     indemnification or advancement of expenses may be entitled under
     the articles of incorporation or any bylaw, agreement, vote of
     stockholders or disinterested directors or otherwise, for either an
     action in his official capacity or an action in another capacity
     while holding his office, except that indemnification, unless
     ordered by a court pursuant to NRS 78.7502 or for the advancement
     of expenses made pursuant to subsection 2, may not be made to or on
     behalf of any director or officer if a final adjudication
     establishes that his acts or omissions involved intentional
     misconduct, fraud or a knowing violation of the law and was
     material to the cause of action.

     (b) Continues for a person who has ceased to be a director,
     officer, employee or agent and inures to the benefit of the heirs,
     executors and administrators of such a person.

     NRS 78.752  Insurance and other financial arrangements against
     liability of directors, officers, employees and agents.
                                                                         7
     (1)  A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in
his capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.

     (2)  The other financial arrangements made by the corporation
          pursuant to subsection 1 may include the following:

     (a)  The creation of a trust fund.

     (b)  The establishment of a program of self-insurance.

     (c)  The securing of its obligation of indemnification by
     granting a security interest or other lien on any assets of the
     corporation.

     (d)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

     (3)  Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the board of directors, even if all or part of the other
person's stock or other securities is owned by the
corporation.

     (4)  In the absence of fraud:

     (a)  The decision of the board of directors as to the propriety of
     the terms and conditions of any insurance or other financial
     arrangement made pursuant to this section and the choice of the
     person to provide the insurance or other financial arrangement is
     conclusive; and

     (b)  The insurance or other financial arrangement:

          (i)  Is not void or voidable; and

          (ii)  Does not subject any director approving it to
          personal liability for his action, even if a director
          approving the insurance or other financial arrangement is a
          beneficiary of the insurance or other financial arrangement.

     (5)  A corporation or its subsidiary which provides self-insurance  for
itself or for another affiliated corporation pursuant to this  section is not
subject to the provisions of Title 57 of NRS."
                                                                         8
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

          (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

          (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

          (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial  information
                                                                         9
     (h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorize, in the City of Mendota Heights, State of Minnesota, on February 28,
2007.

                                       City Capital Corporation

                                   By: Ephren Taylor, Jr.
                                       ----------------------------------
                                       Ephren Taylor, Jr. Principal Executive
                                       Officer
                                                                        10
                           Special Power of Attorney

The undersigned constitute and appoint Ephren Taylor, Jr. their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting such attorney-in-fact the full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:


    Signature                        Title                        Date
----------------------     ---------------------------         -----------
/s/ Ephren Taylor, Jr.     Principal Executive Officer        February 28, 2007

/s/ Gary Borglund          President/Secretary/               February 28, 2007
    Gary Borglund          Treasurer/Chief Financial
                           Officer (principal financial
                           and accounting
                           officer)/Chairman of the Board

/s/ Richard Overdorff       Director                         February 28, 2007
Richard Overdorff

/s/ Phillip St. James       Director                         February 28,2007
Phillip St. James

/s/ Donald McCarthy         Director                         February 28, 2007
Donald McCarthy

/s/ Emerson Brantley        Director                         February 28, 2007
Emerson Brantley

                                                                        11
                                 EXHIBIT INDEX
                                 -------------

Number                           Description
------                   -----------------------------
4      Amended and Restated Non-Employee Directors and Consultants
       Retainer Stock Plan (Amendment No. 4), dated February 28, 2007

5      Opinion Re: Legality and Consent of Counsel

23.1   Consent of Accountant

24     Special Power of Attorney (see signature page).


                           AMENDED AND RESTATED
                        CITY CAPITAL CORPORATION
                        EMPLOYEES AND CONSULTANTS
                          RETAINER STOCK PLAN
                           (AMENDMENT NO. 4)

1.  Introduction.

This plan shall be known as Amended and Restated City Capital Corporation
Employees and Consultants Retainer Stock Plan (Amendment No. 4) is hereinafter
referred to as the "Plan".  The purposes of the Plan are to enable City Capital
Corporation, a Nevada corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining employees, Directors
and Consultants capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the  rules and
regulations thereunder. References to any provision of the  Code or rule or
regulation thereunder shall be deemed to include any  amended or successor
provision, rule or regulation.

"Board of Directors" means the Board of Directors that administers the Plan, as
more fully  defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Consultant" means any person or entity (i) Who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, is in a position to make; or who has previously made, a significant
contribution to the success of the Company.

"Date of Grant" means the day the Board of Directors authorized the grant of an
Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the  Company
for a Participant representing the Participant's interest in the  shares
credited to such Deferred Stock  Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors  of
the Company.

"Dividend Equivalent" for a given dividend or other distribution means a
number of shares of Common Stock having a Fair Market Value, as of the  record
date for such dividend or distribution, equal to the amount of  cash, plus the
fair market value on the date of distribution of any  property that is
distributed with respect to one share of Common Stock  pursuant to such
dividend or distribution; such fair market value to be  determined by the Board
of Directors in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest  reported
sales prices of the Common Stock on the NYSE Composite Tape or,  if not listed
on such exchange, on any other national securities  exchange on which the
Common Stock is listed or quoted on NASDAQ or any other quotation system on the
last trading day prior to the date with respect to which the Fair Market Value
is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective February 28, 2007 ("Effective
Date").

4.  Eligibility.

Each individual who is an employee or Consultant on the Effective Date  and
each individual who becomes an employee or Consultant thereafter  during the
term of the Plan, shall be a participant ("Participant") in  the Plan, in each
case during such period as such individual remains an employee or Consultant.
Each credit of shares of Common Stock pursuant to the  Plan shall be evidenced
by a written agreement duly executed and  delivered by or on behalf of the
Company and a Participant, if such an  agreement is required by the Company to
assure compliance with all  applicable laws and regulations.

5.  Administration of the Plan.

The Board of Directors will be responsible for the administration of this Plan,
 and will grant Awards under this Plan. Subject to the express provisions of
this Plan and applicable law, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
 to in this Section shall be conclusive. The Board of Directors shall have sole
 and absolute discretion to amend this Plan. No member of the Board of
Directors   shall be liable for any act or omission in connection with the
administration   of this Plan unless it resulted from the member's willful
misconduct.

6.  Stock Subject to the Plan.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 20 million shares which number represents 20 million shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
 as it deems advisable.

7.  Grants of Awards.

Except as otherwise provided herein, the Board of Directors shall have complete
 discretion to determine when and to which Employees and Consultants Awards are
 to be granted, and the number of shares of Common Stock as to which Awards
granted to each Employee and Consultant will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation,
the date of exercise, exercise price and term of any Award which   constitutes
an option or warrant to purchase Common Stock). No grant will be   made if, in
the judgment of the Board of Directors, such a grant would   constitute a
public distribution within the meaning of the Securities Act of   1933, as
amended (the Act), or the rules and regulations promulgated   thereunder.

8.  Delivery of Stock Certificates.

As promptly as practicable after authorizing the grant of an Award, the Company
 shall deliver to the person who is the recipient of the Award, a certificate
or   certificates registered in that person's name, representing the number of
shares of Common Stock that were granted. If applicable, each certificate shall
 bear a legend to indicate that the Common Stock represented by the certificate
 was issued in a transaction which was not registered under the Act, and may
only be sold or transferred in a transaction that is registered under the Act
or is exempt from the registration requirements of the Act.

9.  Right to Continued Engagement.

Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge
any Consultant or to terminate any consulting relationship at any time.

10.  Grants of Shares.

Commencing on the Effective Date, the amount for service to employees or
consultants payable in shares of Common Stock ("Stock Retainer") pursuant to
this Plan at the deemed issuance price of ten cents ($0.10).



11.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to  Section 8
above shall be issued in the name of the Participant, and from  and after the
date of such issuance the Participant shall be entitled to  all rights of a
shareholder with respect to Common Stock for all such  shares issued in his or
her name, including the right to vote the  shares, and the Participant shall
receive all dividends and other  distributions paid or made with respect
thereto.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the  Plan,
any change in corporate capitalization, such as a stock split,  combination of
shares, exchange of shares, warrants or rights offering  to purchase Common
Stock at a price below its fair market value,  reclassification, or
recapitalization, or a corporate transaction, such  as any merger,
consolidation, separation, including a spin-off, or other  extraordinary
distribution of stock or property of the Company, any  reorganization (whether
or not such reorganization comes within the  definition of such term in Section
368 of the Code) or any partial or  complete liquidation of the Company (each
of the foregoing a  "Transaction"), in each case other than any such
Transaction which  constitutes a Change of Control (as defined below), (i) the
number and kind of shares or other property subject to the Plan shall likewise
be appropriately adjusted to reflect the effectiveness of any such Transaction
and (ii) the Board of Directors shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Board of Directors
shall be binding and conclusive on all persons.    (b)  For purposes of this
Plan, Change of Control shall mean any of the  following events:

(i)   The acquisition by any individual, entity or group (within the  meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act  of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial  ownership (within the
meaning of Rule 13d-3 promulgated under the  Exchange Act) of twenty percent
(20%) or more of either (a) the then  outstanding shares of common stock of the
Company ("Outstanding Company  Common Stock") or (b) the combined voting power
of the then outstanding  voting securities of the Company entitled to vote
generally in the  election of directors ("Outstanding Company Voting
Securities");  provided, however, that the following acquisitions shall not
constitute  a Change of Control:  (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion  privilege
unless the security being so converted was itself acquired  directly from the
Company), (b) any acquisition by the Company, (c) any  acquisition by any
employee benefit plan (or related trust) sponsored or  maintained by the
Company or any corporation controlled by the Company  or (d) any acquisition by
any corporation pursuant to a reorganization,  merger or consolidation, if,
following such reorganization, merger or  consolidation, the conditions
described in clauses (a), (b) and (c) of  paragraph (iii) of this Section 12(d)
are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of  the
Company (as of the date hereof, "Incumbent Board") cease for any  reason to
constitute at least a majority of the Board; provided,  however, that any
individual becoming a director subsequent to the date  hereof whose election,
or nomination for election by the Company's  shareholders, was approved by a
vote of at least a majority of the  directors then comprising the Incumbent
Board shall be considered as  though such individual were a member of the
Incumbent Board, but  excluding, for this purpose, any such individual who's
initial  assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a  Person
other than the Board; or

(iii)   Approval by the shareholders of the Company of reorganization,  merger,
binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more  than
sixty percent (60%) of, respectively, the then outstanding shares  of common
stock of the corporation resulting from such reorganization,  merger, binding
share exchange or consolidation and the combined voting  power of the then
outstanding voting securities of such corporation  entitled to vote generally
in the election of directors is then  beneficially owned, directly or
indirectly, by all or substantially all  of the individuals and entities who
were the beneficial owners,  respectively, of the Outstanding Company Common
Stock and Outstanding  Company Voting Securities immediately prior to such
reorganization,  merger, binding share exchange or consolidation in
substantially the  same proportions as their ownership, immediately prior to
such  reorganization, merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting  Securities, as
the case may be, (b) no Person (excluding the Company,  any employee benefit
plan (or related trust) of the Company or such  corporation resulting from such
reorganization, merger, binding share  exchange or consolidation and any Person
beneficially owning,  immediately prior to such reorganization, merger, binding
share exchange  or consolidation, directly or indirectly, twenty percent (20%)
or more  of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or  indirectly,
twenty percent (20%) or more of, respectively, the then  outstanding shares of
common stock of the corporation resulting from  such reorganization, merger,
binding share exchange or consolidation or  the combined voting power of the
then outstanding voting securities of  such corporation entitled to vote
generally in the election of directors  and (c) at least a majority of the
members of the board of directors of  the corporation resulting from such
reorganization, merger, binding  share exchange or consolidation were members
of the Incumbent Board at  the time of the execution of the initial agreement
providing for such  reorganization, merger, binding share exchange or
consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other  disposition
of all or substantially all of the assets of the Company,  other than to a
corporation, with respect to which following such sale  or other disposition,
(x) more than sixty percent (60%) of,  respectively, the then outstanding
shares of common stock of such  corporation and the combined voting power of
the then outstanding voting  securities of such corporation entitled to vote
generally in the  election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities  who
were the beneficial owners, respectively, of the Outstanding Company  Common
Stock and Outstanding Company Voting Securities immediately prior  to such sale
or other disposition in substantially the same proportion  as their ownership,
immediately prior to such sale or other disposition,  of the Outstanding
Company Common Stock and Outstanding Company Voting  Securities, as the case
may be, (y) no Person (excluding the Company and  any employee benefit plan (or
related trust) of the Company or such  corporation and any Person beneficially
owning, immediately prior to  such sale or other disposition, directly or
indirectly, twenty percent  (20%) or more of the Outstanding Company Common
Stock or Outstanding  Company Voting Securities, as the case may be)
beneficially owns,  directly or indirectly, twenty percent (20%) or more of,
respectively,  the then outstanding shares of common stock of such corporation
and the  combined voting power of the then outstanding voting securities of
such  corporation entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the  execution
of the initial agreement or action of the Board providing for  such sale or
other disposition of assets of the Company.

13.  Laws and Regulations.

(a)  The obligation of the Company to sell and deliver shares of Common   Stock
on the grant of an Award under this Plan shall be subject to the   condition
that counsel for the Company be satisfied that the sale and delivery   thereof
will not violate the Act or any other applicable laws, rules or   regulations.

(b) This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.

(c) Grants of Awards under this Plan are subject to any registration or other
qualification of such shares under any state or federal law or regulation, or
the maintaining in effect of any such registration or other qualification which
the Board of Directors shall, upon the advice of counsel, deem necessary or
advisable.

14.  Termination of Plan.


The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.

15.  Delivery of Plan.

A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
 granting of the Award and establishing the terms, if any, of participation.

16.  Miscellaneous.

(a)  The Company shall have the right to require, prior to the issuance  or
delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Board of Directors for the
withholding of any taxes required by law to be withheld with respect to  the
issuance or delivery of such shares, including without limitation by  the
withholding of shares that would otherwise be so issued or  delivered, by
withholding from any other payment due to the Participant,  or by a cash
payment to the Company by the Participant.

(b)  Nothing contained in the Plan shall prevent the Company from  adopting
other or additional compensation arrangements for the  Participants.

17.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and  construed
in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, this Plan has been executed as of the 28th day of February,
2007.



City Capital Corporation


    By:   Ephren Taylor, Jr.



          ---------------------------
          Ephren Taylor, Jr.
          Principal Executive Officer



                           AMENDED AND RESTATED
                        CITY CAPITAL CORPORATION
                        EMPLOYEES AND CONSULTANTS
                          RETAINER STOCK PLAN
                           (AMENDMENT NO. 4)

1.  Introduction.

This plan shall be known as Amended and Restated City Capital Corporation
Employees and Consultants Retainer Stock Plan (Amendment No. 4) is hereinafter
referred to as the "Plan".  The purposes of the Plan are to enable City Capital
Corporation, a Nevada corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining employees, Directors
and Consultants capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the  rules and
regulations thereunder. References to any provision of the  Code or rule or
regulation thereunder shall be deemed to include any  amended or successor
provision, rule or regulation.

"Board of Directors" means the Board of Directors that administers the Plan, as
more fully  defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Consultant" means any person or entity (i) Who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, is in a position to make; or who has previously made, a significant
contribution to the success of the Company.

"Date of Grant" means the day the Board of Directors authorized the grant of an
Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the  Company
for a Participant representing the Participant's interest in the  shares
credited to such Deferred Stock  Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors  of
the Company.

"Dividend Equivalent" for a given dividend or other distribution means a
number of shares of Common Stock having a Fair Market Value, as of the  record
date for such dividend or distribution, equal to the amount of  cash, plus the
fair market value on the date of distribution of any  property that is
distributed with respect to one share of Common Stock  pursuant to such
dividend or distribution; such fair market value to be  determined by the Board
of Directors in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest  reported
sales prices of the Common Stock on the NYSE Composite Tape or,  if not listed
on such exchange, on any other national securities  exchange on which the
Common Stock is listed or quoted on NASDAQ or any other quotation system on the
last trading day prior to the date with respect to which the Fair Market Value
is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective February 28, 2007 ("Effective
Date").

4.  Eligibility.

Each individual who is an employee or Consultant on the Effective Date  and
each individual who becomes an employee or Consultant thereafter  during the
term of the Plan, shall be a participant ("Participant") in  the Plan, in each
case during such period as such individual remains an employee or Consultant.
Each credit of shares of Common Stock pursuant to the  Plan shall be evidenced
by a written agreement duly executed and  delivered by or on behalf of the
Company and a Participant, if such an  agreement is required by the Company to
assure compliance with all  applicable laws and regulations.

5.  Administration of the Plan.

The Board of Directors will be responsible for the administration of this Plan,
 and will grant Awards under this Plan. Subject to the express provisions of
this Plan and applicable law, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
 to in this Section shall be conclusive. The Board of Directors shall have sole
 and absolute discretion to amend this Plan. No member of the Board of
Directors   shall be liable for any act or omission in connection with the
administration   of this Plan unless it resulted from the member's willful
misconduct.

6.  Stock Subject to the Plan.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 20 million shares which number represents 20 million shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
 as it deems advisable.

7.  Grants of Awards.

Except as otherwise provided herein, the Board of Directors shall have complete
 discretion to determine when and to which Employees and Consultants Awards are
 to be granted, and the number of shares of Common Stock as to which Awards
granted to each Employee and Consultant will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation,
the date of exercise, exercise price and term of any Award which   constitutes
an option or warrant to purchase Common Stock). No grant will be   made if, in
the judgment of the Board of Directors, such a grant would   constitute a
public distribution within the meaning of the Securities Act of   1933, as
amended (the Act), or the rules and regulations promulgated   thereunder.

8.  Delivery of Stock Certificates.

As promptly as practicable after authorizing the grant of an Award, the Company
 shall deliver to the person who is the recipient of the Award, a certificate
or   certificates registered in that person's name, representing the number of
shares of Common Stock that were granted. If applicable, each certificate shall
 bear a legend to indicate that the Common Stock represented by the certificate
 was issued in a transaction which was not registered under the Act, and may
only be sold or transferred in a transaction that is registered under the Act
or is exempt from the registration requirements of the Act.

9.  Right to Continued Engagement.

Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge
any Consultant or to terminate any consulting relationship at any time.

10.  Grants of Shares.

Commencing on the Effective Date, the amount for service to employees or
consultants payable in shares of Common Stock ("Stock Retainer") pursuant to
this Plan at the deemed issuance price of ten cents ($0.10).



11.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to  Section 8
above shall be issued in the name of the Participant, and from  and after the
date of such issuance the Participant shall be entitled to  all rights of a
shareholder with respect to Common Stock for all such  shares issued in his or
her name, including the right to vote the  shares, and the Participant shall
receive all dividends and other  distributions paid or made with respect
thereto.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the  Plan,
any change in corporate capitalization, such as a stock split,  combination of
shares, exchange of shares, warrants or rights offering  to purchase Common
Stock at a price below its fair market value,  reclassification, or
recapitalization, or a corporate transaction, such  as any merger,
consolidation, separation, including a spin-off, or other  extraordinary
distribution of stock or property of the Company, any  reorganization (whether
or not such reorganization comes within the  definition of such term in Section
368 of the Code) or any partial or  complete liquidation of the Company (each
of the foregoing a  "Transaction"), in each case other than any such
Transaction which  constitutes a Change of Control (as defined below), (i) the
number and kind of shares or other property subject to the Plan shall likewise
be appropriately adjusted to reflect the effectiveness of any such Transaction
and (ii) the Board of Directors shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Board of Directors
shall be binding and conclusive on all persons.    (b)  For purposes of this
Plan, Change of Control shall mean any of the  following events:

(i)   The acquisition by any individual, entity or group (within the  meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act  of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial  ownership (within the
meaning of Rule 13d-3 promulgated under the  Exchange Act) of twenty percent
(20%) or more of either (a) the then  outstanding shares of common stock of the
Company ("Outstanding Company  Common Stock") or (b) the combined voting power
of the then outstanding  voting securities of the Company entitled to vote
generally in the  election of directors ("Outstanding Company Voting
Securities");  provided, however, that the following acquisitions shall not
constitute  a Change of Control:  (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion  privilege
unless the security being so converted was itself acquired  directly from the
Company), (b) any acquisition by the Company, (c) any  acquisition by any
employee benefit plan (or related trust) sponsored or  maintained by the
Company or any corporation controlled by the Company  or (d) any acquisition by
any corporation pursuant to a reorganization,  merger or consolidation, if,
following such reorganization, merger or  consolidation, the conditions
described in clauses (a), (b) and (c) of  paragraph (iii) of this Section 12(d)
are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of  the
Company (as of the date hereof, "Incumbent Board") cease for any  reason to
constitute at least a majority of the Board; provided,  however, that any
individual becoming a director subsequent to the date  hereof whose election,
or nomination for election by the Company's  shareholders, was approved by a
vote of at least a majority of the  directors then comprising the Incumbent
Board shall be considered as  though such individual were a member of the
Incumbent Board, but  excluding, for this purpose, any such individual who's
initial  assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a  Person
other than the Board; or

(iii)   Approval by the shareholders of the Company of reorganization,  merger,
binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more  than
sixty percent (60%) of, respectively, the then outstanding shares  of common
stock of the corporation resulting from such reorganization,  merger, binding
share exchange or consolidation and the combined voting  power of the then
outstanding voting securities of such corporation  entitled to vote generally
in the election of directors is then  beneficially owned, directly or
indirectly, by all or substantially all  of the individuals and entities who
were the beneficial owners,  respectively, of the Outstanding Company Common
Stock and Outstanding  Company Voting Securities immediately prior to such
reorganization,  merger, binding share exchange or consolidation in
substantially the  same proportions as their ownership, immediately prior to
such  reorganization, merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting  Securities, as
the case may be, (b) no Person (excluding the Company,  any employee benefit
plan (or related trust) of the Company or such  corporation resulting from such
reorganization, merger, binding share  exchange or consolidation and any Person
beneficially owning,  immediately prior to such reorganization, merger, binding
share exchange  or consolidation, directly or indirectly, twenty percent (20%)
or more  of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or  indirectly,
twenty percent (20%) or more of, respectively, the then  outstanding shares of
common stock of the corporation resulting from  such reorganization, merger,
binding share exchange or consolidation or  the combined voting power of the
then outstanding voting securities of  such corporation entitled to vote
generally in the election of directors  and (c) at least a majority of the
members of the board of directors of  the corporation resulting from such
reorganization, merger, binding  share exchange or consolidation were members
of the Incumbent Board at  the time of the execution of the initial agreement
providing for such  reorganization, merger, binding share exchange or
consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other  disposition
of all or substantially all of the assets of the Company,  other than to a
corporation, with respect to which following such sale  or other disposition,
(x) more than sixty percent (60%) of,  respectively, the then outstanding
shares of common stock of such  corporation and the combined voting power of
the then outstanding voting  securities of such corporation entitled to vote
generally in the  election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities  who
were the beneficial owners, respectively, of the Outstanding Company  Common
Stock and Outstanding Company Voting Securities immediately prior  to such sale
or other disposition in substantially the same proportion  as their ownership,
immediately prior to such sale or other disposition,  of the Outstanding
Company Common Stock and Outstanding Company Voting  Securities, as the case
may be, (y) no Person (excluding the Company and  any employee benefit plan (or
related trust) of the Company or such  corporation and any Person beneficially
owning, immediately prior to  such sale or other disposition, directly or
indirectly, twenty percent  (20%) or more of the Outstanding Company Common
Stock or Outstanding  Company Voting Securities, as the case may be)
beneficially owns,  directly or indirectly, twenty percent (20%) or more of,
respectively,  the then outstanding shares of common stock of such corporation
and the  combined voting power of the then outstanding voting securities of
such  corporation entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the  execution
of the initial agreement or action of the Board providing for  such sale or
other disposition of assets of the Company.

13.  Laws and Regulations.

(a)  The obligation of the Company to sell and deliver shares of Common   Stock
on the grant of an Award under this Plan shall be subject to the   condition
that counsel for the Company be satisfied that the sale and delivery   thereof
will not violate the Act or any other applicable laws, rules or   regulations.

(b) This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.

(c) Grants of Awards under this Plan are subject to any registration or other
qualification of such shares under any state or federal law or regulation, or
the maintaining in effect of any such registration or other qualification which
the Board of Directors shall, upon the advice of counsel, deem necessary or
advisable.

14.  Termination of Plan.


The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.

15.  Delivery of Plan.

A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
 granting of the Award and establishing the terms, if any, of participation.

16.  Miscellaneous.

(a)  The Company shall have the right to require, prior to the issuance  or
delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Board of Directors for the
withholding of any taxes required by law to be withheld with respect to  the
issuance or delivery of such shares, including without limitation by  the
withholding of shares that would otherwise be so issued or  delivered, by
withholding from any other payment due to the Participant,  or by a cash
payment to the Company by the Participant.

(b)  Nothing contained in the Plan shall prevent the Company from  adopting
other or additional compensation arrangements for the  Participants.

17.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and  construed
in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, this Plan has been executed as of the 28th day of February,
2007.



City Capital Corporation


    By:   Ephren Taylor, Jr.



          ---------------------------
          Ephren Taylor, Jr.
          Principal Executive Officer
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 68971}]
{"company-data": {"conformed-name": "CITY CAPITAL CORP", "cik": "0000793986", "assigned-sic": "4841", "irs-number": "222774460", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-141650", "film-number": "07727371"}, "business-address": {"street1": "2535 PILOT KNOB ROAD", "street2": "#118", "city": "MENDOTA HEIGHTS", "state": "MN", "zip": "55120", "phone": "6514521606"}, "mail-address": {"street1": "2535 PILOT KNOB ROAD", "street2": "#118", "city": "MENDOTA HEIGHTS", "state": "MN", "zip": "55120"}, "former-company": [{"former-conformed-name": "SYNTHETIC TURF CORP OF AMERICA", "date-changed": "20021114"}, {"former-conformed-name": "JUSTWEBIT COM INC", "date-changed": "19990830"}, {"former-conformed-name": "SUPERIOR WIRELESS COMMUNICATIONS INC", "date-changed": "19970627"}]}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CITY CAPITAL CORPORATION
                            ------------------------
             (Exact Name of Registrant as Specified in its Charter)

                   Nevada                                   22-2774460
 -------------------------------------------              -------------
(State or Other Jurisdiction of Incorporation            (I.R.S. Employer
                or Organization)                         Identification No.)

 2535 Pilot Knob Road, Suite 118
 Mendota Heights, Minnesota                                   55120
 --------------------------------------                     --------
(Address of Principal Executive Offices)                   (Zip Code)

                Amended and Restated Non-Employee Directors and
               Consultants Retainer Stock Plan (Amendment No. 4)
                ------------------------------------------------
                            (Full Title of the Plan)

                               Ephren Taylor, Jr.
                            City Capital Corporation
                        2535 Pilot Knob Road, Suite 118
                        Mendota Heights, Minnesota 55120
                                 (651) 452-1606
           ----------------------------------------------------------
           (Name, Address, and Telephone Number of Agent for Service)

                                    With a copy to:
                            Kenneth Eade, Attorney at Law
                             190 N. Canon Drive, Suite 420
                            Beverly Hills, California 90210
                                    (310) 275-3055

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------

Title of        Amount to be   Proposed         Proposed        Amount of
Securities      Registered     Maximum          Aggregate       Registration
to be                          Offering Price   Offering Price  Fee
Registered                     Per Share
------------    -------------  --------------   --------------  ------------
Common Stock    20,000,000 (1)   $0.10 (2)       $2,000,000         $61.40

                                                                         1
(1)(2)  The Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 4) authorizes a total of 20,000,000 shares,
none of which have been registered. This offering price per share is calculated
under Rule 457(h)(1) pursuant to the deemed issuance price as set forth in the
Plan (see Exhibit 4 to this Form S-8).

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

         See Item 2 below.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall
be provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-K/A for the fiscal year
   ended December 31, 2005, filed on August 8, 2006.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the
     Form 10-K/A referred to in (a) above, which consist of a Form 10Q/A
     Filed on August 11, 2006, a Form 10-Q filed on August 14, 2006, a Form
     8-K filed October 5, 2006, a Form 8-K filed November 13, 2006, a Form
     10Q filed November 14, 2006, a Definitive 14c filed December 12, 2006,
     and a Form 8-K filed February 8, 2007.

     (c)  A description of the Registrant's securities contained in the
     Registration Statement on Form 10-SB filed by the Registrant to
     register the common stock under the Securities Exchange Act,
     including all amendments filed for the purpose of updating such
     common stock description.
                                                                            2
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Common Stock, $0.001 par value.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         No named expert or counsel was hired on a contingent basis, will
         receive a direct or indirect interest in the issuer.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation or bylaws
     regarding liability of directors and officers of the Registrant.

(b)  Nevada Revised Statutes.

     "NRS 78.138 Directors and officers: Exercise of powers; performance
      of duties; presumptions and considerations; liability to corporation and
      stockholders.

     (7)  Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200,
452.270, 668.045 and 694A.030, a director or officer is not individually liable
to the corporation or its stockholders for any damages as a result of any act
or failure to act in his capacity as a director or officer unless it is proven
that:

     (a)  His act or failure to act constituted a breach of his
          fiduciary duties as a director or officer; and

     (b)  His breach of those duties involved intentional misconduct,
          fraud or a knowing violation of law."

Indemnification.

(a)  Articles of Incorporation.

     There are no provisions in the articles of incorporation regarding
     indemnification of directors and officers of the Registrant.

(b)  Bylaws.

     The bylaws of the Registrant provide the following with respect to
     indemnification:
                                                                         3
"Section 1. Definitions. For purposes of this Article, "Indemnitee" shall mean
each Director or Officer who was or is a party to, or is threatened to be made
a party to, or is otherwise involved in, any Proceeding (as hereinafter
defined), by reason of the fact that he or she is or was a Director or Officer
of this Corporation or is or was serving in any capacity at the request of this
Corporation as a Director, Officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation, partnership, joint venture,
trust, or other enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without limitation, an action,
suit or proceeding by or in the right of this Corporation), whether civil,
criminal, administrative or investigative.

    Section 2. Indemnification. Each Indemnitee shall be indemnified and held
harmless by this Corporation for all actions taken by him or her, and for all
omissions (regardless of the date of any such action or omission), to the
fullest extent permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines, taxes,
penalties, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding. Indemnification
pursuant to this Section shall continue as to an Indemnitee who has ceased to
be a Director or Officer and shall inure to the benefit of his or her heirs,
executors and administrators. This Corporation may, by action of its Board of
Directors, and to the extent provided in such action, indemnify employees and
other persons as though they were Indemnitees. The rights to indemnification as
provided in this Article shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute, provision of this
Corporation's Articles of Incorporation or Bylaws, agreement, vote of
stockholders or Directors, or otherwise.

     Section 3. Financial Arrangements. This Corporation may purchase and
maintain insurance or make other financial arrangements on behalf of any person
who is or was a Director, Officer, employee or agent of this Corporation, or is
or was serving at the request of this Corporation in such capacity for another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by
him or her in such capacity, whether or not this Corporation has the authority
to indemnify him or her against such liability and expenses.

     The other financial arrangements which may be made by this Corporation may
include, but are not limited to, (a) creating a trust fund; (b) establishing a
program of self-insurance; (c) securing its obligation of indemnification by
granting a security interest or other lien on any of this Corporation's assets,
and (d) establishing a letter of credit, guarantee or surety. No financial
arrangement made pursuant to this section may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud, or a knowing
violation of law, except with respect to advancing expenses or indemnification
ordered by a court. Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by this Corporation or any
other person approved by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this Corporation. In the
absence of fraud:
                                                                          4
     (a)  the decision of the Board of Directors as to the propriety of
     the terms and conditions of any insurance or other financial
     arrangement made pursuant to this section, and the choice of the
     person to provide the insurance or other financial arrangement is
     conclusive; and

     (b)  the insurance or other financial arrangement is not void or
     voidable; does not subject any Director approving it to personal
     liability for his action; and even if a Director approving the
     insurance or other financial arrangement is a beneficiary of the
     insurance or other financial arrangement.

     Section 4.  Contract of Indemnification.  The provisions of this  Article
relating to indemnification shall constitute a contract between  this
Corporation and each of its Directors and Officers, which may be  modified as
to any Director or Officer only with that person's consent  or as specifically
provided in this section. Notwithstanding any other  provision of the Bylaws
relating to their amendment generally, any  repeal or amendment of this Article
which is adverse to any Director or  Officer shall apply to such Director or
Officer only on a prospective  basis and shall not limit the rights of an
Indemnitee to indemnification  with respect to any action or failure to act
occurring prior to the time  of such repeal or amendment. Notwithstanding any
other provision of  these Bylaws, no repeal or amendment of these Bylaws shall
affect any or  all of this Article so as to limit or reduce the indemnification
in any  manner unless adopted by (a) the unanimous vote of the Directors of
this  Corporation then serving, or (b) the stockholders as set forth in
Article XII hereof; provided that no such amendment shall have  retroactive
effect inconsistent with the preceding sentence.

     Section 5. Nevada Law. References in this Article to Nevada law or to any
provision thereof shall be to such law as it existed on the date these Bylaws
were adopted or as such law thereafter may be changed; provided that (a) in the
case of any change which expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses which this
Corporation may provide, the rights to limited liability, to indemnification
and to the advancement of expenses provided in this Corporation's Articles of
Incorporation, these Bylaws, or both shall continue as theretofore to the
extent permitted by law; and (b) if such change permits this Corporation,
without the requirement of any further action by stockholders or Directors, to
limit further the liability of Indemnitees or to provide broader
indemnification rights or rights to the advancement of expenses than this
Corporation was permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and advancement of
expenses shall be so broadened to the extent permitted by law."

     The board of directors may from time to time adopt further bylaws  with
respect to indemnification and may amend these bylaws to provide at   all times
the fullest indemnification permitted by the Nevada Revised  Statutes.

(c)  Nevada Revised Statutes.

     "NRS 78.7502 Discretionary and mandatory indemnification of  officers,
directors, employees and agents: General provisions.
                                                                         5
     1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he:

     (a) Is not liable pursuant to NRS 78.138 [directors and officers
     duty to exercise their powers in good faith and with a view to the
     interests of the corporation]; or

     (b) Acted in good faith and in a manner which he reasonably
     believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was
     unlawful.

The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, or
that, with respect to any criminal action or proceeding, he had reasonable
cause to believe that his  conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
     believed to be in or not opposed to the best interests of the
     corporation.

Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

     3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
                                                                         6
     NRS 78.751 Authorization required for discretionary  indemnification;
advancement of expenses; limitation on indemnification  and advancement of
expenses.

     1.  Any discretionary indemnification pursuant to NRS 78.7502, unless
ordered by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
     consisting of directors who were not parties to the action, suit or
     proceeding;

     (c) If a majority vote of a quorum consisting of directors who were
     not parties to the action, suit or proceeding so orders, by
     independent legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
     action, suit or proceeding cannot be obtained, by independent legal
     counsel in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

     3.  The indemnification pursuant to NRS 78.7502 and advancement of
expenses authorized in or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
     indemnification or advancement of expenses may be entitled under
     the articles of incorporation or any bylaw, agreement, vote of
     stockholders or disinterested directors or otherwise, for either an
     action in his official capacity or an action in another capacity
     while holding his office, except that indemnification, unless
     ordered by a court pursuant to NRS 78.7502 or for the advancement
     of expenses made pursuant to subsection 2, may not be made to or on
     behalf of any director or officer if a final adjudication
     establishes that his acts or omissions involved intentional
     misconduct, fraud or a knowing violation of the law and was
     material to the cause of action.

     (b) Continues for a person who has ceased to be a director,
     officer, employee or agent and inures to the benefit of the heirs,
     executors and administrators of such a person.

     NRS 78.752  Insurance and other financial arrangements against
     liability of directors, officers, employees and agents.
                                                                         7
     (1)  A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in
his capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.

     (2)  The other financial arrangements made by the corporation
          pursuant to subsection 1 may include the following:

     (a)  The creation of a trust fund.

     (b)  The establishment of a program of self-insurance.

     (c)  The securing of its obligation of indemnification by
     granting a security interest or other lien on any assets of the
     corporation.

     (d)  The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

     (3)  Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the board of directors, even if all or part of the other
person's stock or other securities is owned by the
corporation.

     (4)  In the absence of fraud:

     (a)  The decision of the board of directors as to the propriety of
     the terms and conditions of any insurance or other financial
     arrangement made pursuant to this section and the choice of the
     person to provide the insurance or other financial arrangement is
     conclusive; and

     (b)  The insurance or other financial arrangement:

          (i)  Is not void or voidable; and

          (ii)  Does not subject any director approving it to
          personal liability for his action, even if a director
          approving the insurance or other financial arrangement is a
          beneficiary of the insurance or other financial arrangement.

     (5)  A corporation or its subsidiary which provides self-insurance  for
itself or for another affiliated corporation pursuant to this  section is not
subject to the provisions of Title 57 of NRS."
                                                                         8
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

          (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

          (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

          (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial  information
                                                                         9
     (h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorize, in the City of Mendota Heights, State of Minnesota, on February 28,
2007.

                                       City Capital Corporation

                                   By: Ephren Taylor, Jr.
                                       ----------------------------------
                                       Ephren Taylor, Jr. Principal Executive
                                       Officer
                                                                        10
                           Special Power of Attorney

The undersigned constitute and appoint Ephren Taylor, Jr. their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission,
granting such attorney-in-fact the full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

    Signature                        Title                        Date
----------------------     ---------------------------         -----------
/s/ Ephren Taylor, Jr.     Principal Executive Officer        February 28, 2007

/s/ Gary Borglund          President/Secretary/               February 28, 2007
    Gary Borglund          Treasurer/Chief Financial
                           Officer (principal financial
                           and accounting
                           officer)/Chairman of the Board

/s/ Richard Overdorff       Director                         February 28, 2007
Richard Overdorff

/s/ Phillip St. James       Director                         February 28,2007
Phillip St. James

/s/ Donald McCarthy         Director                         February 28, 2007
Donald McCarthy

/s/ Emerson Brantley        Director                         February 28, 2007
Emerson Brantley

                                                                        11
                                 EXHIBIT INDEX
                                 -------------

Number                           Description
------                   -----------------------------
4      Amended and Restated Non-Employee Directors and Consultants
       Retainer Stock Plan (Amendment No. 4), dated February 28, 2007

5      Opinion Re: Legality and Consent of Counsel

23.1   Consent of Accountant

24     Special Power of Attorney (see signature page).

                           AMENDED AND RESTATED
                        CITY CAPITAL CORPORATION
                        EMPLOYEES AND CONSULTANTS
                          RETAINER STOCK PLAN
                           (AMENDMENT NO. 4)

1.  Introduction.

This plan shall be known as Amended and Restated City Capital Corporation
Employees and Consultants Retainer Stock Plan (Amendment No. 4) is hereinafter
referred to as the "Plan".  The purposes of the Plan are to enable City Capital
Corporation, a Nevada corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining employees, Directors
and Consultants capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the  rules and
regulations thereunder. References to any provision of the  Code or rule or
regulation thereunder shall be deemed to include any  amended or successor
provision, rule or regulation.

"Board of Directors" means the Board of Directors that administers the Plan, as
more fully  defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Consultant" means any person or entity (i) Who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, is in a position to make; or who has previously made, a significant
contribution to the success of the Company.

"Date of Grant" means the day the Board of Directors authorized the grant of an
Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the  Company
for a Participant representing the Participant's interest in the  shares
credited to such Deferred Stock  Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors  of
the Company.

"Dividend Equivalent" for a given dividend or other distribution means a
number of shares of Common Stock having a Fair Market Value, as of the  record
date for such dividend or distribution, equal to the amount of  cash, plus the
fair market value on the date of distribution of any  property that is
distributed with respect to one share of Common Stock  pursuant to such
dividend or distribution; such fair market value to be  determined by the Board
of Directors in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest  reported
sales prices of the Common Stock on the NYSE Composite Tape or,  if not listed
on such exchange, on any other national securities  exchange on which the
Common Stock is listed or quoted on NASDAQ or any other quotation system on the
last trading day prior to the date with respect to which the Fair Market Value
is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective February 28, 2007 ("Effective
Date").

4.  Eligibility.

Each individual who is an employee or Consultant on the Effective Date  and
each individual who becomes an employee or Consultant thereafter  during the
term of the Plan, shall be a participant ("Participant") in  the Plan, in each
case during such period as such individual remains an employee or Consultant.
Each credit of shares of Common Stock pursuant to the  Plan shall be evidenced
by a written agreement duly executed and  delivered by or on behalf of the
Company and a Participant, if such an  agreement is required by the Company to
assure compliance with all  applicable laws and regulations.

5.  Administration of the Plan.

The Board of Directors will be responsible for the administration of this Plan,
 and will grant Awards under this Plan. Subject to the express provisions of
this Plan and applicable law, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
 to in this Section shall be conclusive. The Board of Directors shall have sole
 and absolute discretion to amend this Plan. No member of the Board of
Directors   shall be liable for any act or omission in connection with the
administration   of this Plan unless it resulted from the member's willful
misconduct.

6.  Stock Subject to the Plan.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 20 million shares which number represents 20 million shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
 as it deems advisable.

7.  Grants of Awards.

Except as otherwise provided herein, the Board of Directors shall have complete
 discretion to determine when and to which Employees and Consultants Awards are
 to be granted, and the number of shares of Common Stock as to which Awards
granted to each Employee and Consultant will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation,
the date of exercise, exercise price and term of any Award which   constitutes
an option or warrant to purchase Common Stock). No grant will be   made if, in
the judgment of the Board of Directors, such a grant would   constitute a
public distribution within the meaning of the Securities Act of   1933, as
amended (the Act), or the rules and regulations promulgated   thereunder.

8.  Delivery of Stock Certificates.

As promptly as practicable after authorizing the grant of an Award, the Company
 shall deliver to the person who is the recipient of the Award, a certificate
or   certificates registered in that person's name, representing the number of
shares of Common Stock that were granted. If applicable, each certificate shall
 bear a legend to indicate that the Common Stock represented by the certificate
 was issued in a transaction which was not registered under the Act, and may
only be sold or transferred in a transaction that is registered under the Act
or is exempt from the registration requirements of the Act.

9.  Right to Continued Engagement.

Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge
any Consultant or to terminate any consulting relationship at any time.

10.  Grants of Shares.

Commencing on the Effective Date, the amount for service to employees or
consultants payable in shares of Common Stock ("Stock Retainer") pursuant to
this Plan at the deemed issuance price of ten cents ($0.10).

11.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to  Section 8
above shall be issued in the name of the Participant, and from  and after the
date of such issuance the Participant shall be entitled to  all rights of a
shareholder with respect to Common Stock for all such  shares issued in his or
her name, including the right to vote the  shares, and the Participant shall
receive all dividends and other  distributions paid or made with respect
thereto.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the  Plan,
any change in corporate capitalization, such as a stock split,  combination of
shares, exchange of shares, warrants or rights offering  to purchase Common
Stock at a price below its fair market value,  reclassification, or
recapitalization, or a corporate transaction, such  as any merger,
consolidation, separation, including a spin-off, or other  extraordinary
distribution of stock or property of the Company, any  reorganization (whether
or not such reorganization comes within the  definition of such term in Section
368 of the Code) or any partial or  complete liquidation of the Company (each
of the foregoing a  "Transaction"), in each case other than any such
Transaction which  constitutes a Change of Control (as defined below), (i) the
number and kind of shares or other property subject to the Plan shall likewise
be appropriately adjusted to reflect the effectiveness of any such Transaction
and (ii) the Board of Directors shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Board of Directors
shall be binding and conclusive on all persons.    (b)  For purposes of this
Plan, Change of Control shall mean any of the  following events:

(i)   The acquisition by any individual, entity or group (within the  meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act  of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial  ownership (within the
meaning of Rule 13d-3 promulgated under the  Exchange Act) of twenty percent
(20%) or more of either (a) the then  outstanding shares of common stock of the
Company ("Outstanding Company  Common Stock") or (b) the combined voting power
of the then outstanding  voting securities of the Company entitled to vote
generally in the  election of directors ("Outstanding Company Voting
Securities");  provided, however, that the following acquisitions shall not
constitute  a Change of Control:  (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion  privilege
unless the security being so converted was itself acquired  directly from the
Company), (b) any acquisition by the Company, (c) any  acquisition by any
employee benefit plan (or related trust) sponsored or  maintained by the
Company or any corporation controlled by the Company  or (d) any acquisition by
any corporation pursuant to a reorganization,  merger or consolidation, if,
following such reorganization, merger or  consolidation, the conditions
described in clauses (a), (b) and (c) of  paragraph (iii) of this Section 12(d)
are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of  the
Company (as of the date hereof, "Incumbent Board") cease for any  reason to
constitute at least a majority of the Board; provided,  however, that any
individual becoming a director subsequent to the date  hereof whose election,
or nomination for election by the Company's  shareholders, was approved by a
vote of at least a majority of the  directors then comprising the Incumbent
Board shall be considered as  though such individual were a member of the
Incumbent Board, but  excluding, for this purpose, any such individual who's
initial  assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a  Person
other than the Board; or

(iii)   Approval by the shareholders of the Company of reorganization,  merger,
binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more  than
sixty percent (60%) of, respectively, the then outstanding shares  of common
stock of the corporation resulting from such reorganization,  merger, binding
share exchange or consolidation and the combined voting  power of the then
outstanding voting securities of such corporation  entitled to vote generally
in the election of directors is then  beneficially owned, directly or
indirectly, by all or substantially all  of the individuals and entities who
were the beneficial owners,  respectively, of the Outstanding Company Common
Stock and Outstanding  Company Voting Securities immediately prior to such
reorganization,  merger, binding share exchange or consolidation in
substantially the  same proportions as their ownership, immediately prior to
such  reorganization, merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting  Securities, as
the case may be, (b) no Person (excluding the Company,  any employee benefit
plan (or related trust) of the Company or such  corporation resulting from such
reorganization, merger, binding share  exchange or consolidation and any Person
beneficially owning,  immediately prior to such reorganization, merger, binding
share exchange  or consolidation, directly or indirectly, twenty percent (20%)
or more  of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or  indirectly,
twenty percent (20%) or more of, respectively, the then  outstanding shares of
common stock of the corporation resulting from  such reorganization, merger,
binding share exchange or consolidation or  the combined voting power of the
then outstanding voting securities of  such corporation entitled to vote
generally in the election of directors  and (c) at least a majority of the
members of the board of directors of  the corporation resulting from such
reorganization, merger, binding  share exchange or consolidation were members
of the Incumbent Board at  the time of the execution of the initial agreement
providing for such  reorganization, merger, binding share exchange or
consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other  disposition
of all or substantially all of the assets of the Company,  other than to a
corporation, with respect to which following such sale  or other disposition,
(x) more than sixty percent (60%) of,  respectively, the then outstanding
shares of common stock of such  corporation and the combined voting power of
the then outstanding voting  securities of such corporation entitled to vote
generally in the  election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities  who
were the beneficial owners, respectively, of the Outstanding Company  Common
Stock and Outstanding Company Voting Securities immediately prior  to such sale
or other disposition in substantially the same proportion  as their ownership,
immediately prior to such sale or other disposition,  of the Outstanding
Company Common Stock and Outstanding Company Voting  Securities, as the case
may be, (y) no Person (excluding the Company and  any employee benefit plan (or
related trust) of the Company or such  corporation and any Person beneficially
owning, immediately prior to  such sale or other disposition, directly or
indirectly, twenty percent  (20%) or more of the Outstanding Company Common
Stock or Outstanding  Company Voting Securities, as the case may be)
beneficially owns,  directly or indirectly, twenty percent (20%) or more of,
respectively,  the then outstanding shares of common stock of such corporation
and the  combined voting power of the then outstanding voting securities of
such  corporation entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the  execution
of the initial agreement or action of the Board providing for  such sale or
other disposition of assets of the Company.

13.  Laws and Regulations.

(a)  The obligation of the Company to sell and deliver shares of Common   Stock
on the grant of an Award under this Plan shall be subject to the   condition
that counsel for the Company be satisfied that the sale and delivery   thereof
will not violate the Act or any other applicable laws, rules or   regulations.

(b) This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.

(c) Grants of Awards under this Plan are subject to any registration or other
qualification of such shares under any state or federal law or regulation, or
the maintaining in effect of any such registration or other qualification which
the Board of Directors shall, upon the advice of counsel, deem necessary or
advisable.

14.  Termination of Plan.

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.

15.  Delivery of Plan.

A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
 granting of the Award and establishing the terms, if any, of participation.

16.  Miscellaneous.

(a)  The Company shall have the right to require, prior to the issuance  or
delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Board of Directors for the
withholding of any taxes required by law to be withheld with respect to  the
issuance or delivery of such shares, including without limitation by  the
withholding of shares that would otherwise be so issued or  delivered, by
withholding from any other payment due to the Participant,  or by a cash
payment to the Company by the Participant.

(b)  Nothing contained in the Plan shall prevent the Company from  adopting
other or additional compensation arrangements for the  Participants.

17.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and  construed
in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, this Plan has been executed as of the 28th day of February,
2007.

City Capital Corporation

    By:   Ephren Taylor, Jr.

          ---------------------------
          Ephren Taylor, Jr.
          Principal Executive Officer

                           AMENDED AND RESTATED
                        CITY CAPITAL CORPORATION
                        EMPLOYEES AND CONSULTANTS
                          RETAINER STOCK PLAN
                           (AMENDMENT NO. 4)

1.  Introduction.

This plan shall be known as Amended and Restated City Capital Corporation
Employees and Consultants Retainer Stock Plan (Amendment No. 4) is hereinafter
referred to as the "Plan".  The purposes of the Plan are to enable City Capital
Corporation, a Nevada corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining employees, Directors
and Consultants capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the  rules and
regulations thereunder. References to any provision of the  Code or rule or
regulation thereunder shall be deemed to include any  amended or successor
provision, rule or regulation.

"Board of Directors" means the Board of Directors that administers the Plan, as
more fully  defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Consultant" means any person or entity (i) Who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, is in a position to make; or who has previously made, a significant
contribution to the success of the Company.

"Date of Grant" means the day the Board of Directors authorized the grant of an
Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the  Company
for a Participant representing the Participant's interest in the  shares
credited to such Deferred Stock  Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors  of
the Company.

"Dividend Equivalent" for a given dividend or other distribution means a
number of shares of Common Stock having a Fair Market Value, as of the  record
date for such dividend or distribution, equal to the amount of  cash, plus the
fair market value on the date of distribution of any  property that is
distributed with respect to one share of Common Stock  pursuant to such
dividend or distribution; such fair market value to be  determined by the Board
of Directors in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest  reported
sales prices of the Common Stock on the NYSE Composite Tape or,  if not listed
on such exchange, on any other national securities  exchange on which the
Common Stock is listed or quoted on NASDAQ or any other quotation system on the
last trading day prior to the date with respect to which the Fair Market Value
is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan was adopted by the Board effective February 28, 2007 ("Effective
Date").

4.  Eligibility.

Each individual who is an employee or Consultant on the Effective Date  and
each individual who becomes an employee or Consultant thereafter  during the
term of the Plan, shall be a participant ("Participant") in  the Plan, in each
case during such period as such individual remains an employee or Consultant.
Each credit of shares of Common Stock pursuant to the  Plan shall be evidenced
by a written agreement duly executed and  delivered by or on behalf of the
Company and a Participant, if such an  agreement is required by the Company to
assure compliance with all  applicable laws and regulations.

5.  Administration of the Plan.

The Board of Directors will be responsible for the administration of this Plan,
 and will grant Awards under this Plan. Subject to the express provisions of
this Plan and applicable law, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
 to in this Section shall be conclusive. The Board of Directors shall have sole
 and absolute discretion to amend this Plan. No member of the Board of
Directors   shall be liable for any act or omission in connection with the
administration   of this Plan unless it resulted from the member's willful
misconduct.

6.  Stock Subject to the Plan.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 20 million shares which number represents 20 million shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
 as it deems advisable.

7.  Grants of Awards.

Except as otherwise provided herein, the Board of Directors shall have complete
 discretion to determine when and to which Employees and Consultants Awards are
 to be granted, and the number of shares of Common Stock as to which Awards
granted to each Employee and Consultant will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation,
the date of exercise, exercise price and term of any Award which   constitutes
an option or warrant to purchase Common Stock). No grant will be   made if, in
the judgment of the Board of Directors, such a grant would   constitute a
public distribution within the meaning of the Securities Act of   1933, as
amended (the Act), or the rules and regulations promulgated   thereunder.

8.  Delivery of Stock Certificates.

As promptly as practicable after authorizing the grant of an Award, the Company
 shall deliver to the person who is the recipient of the Award, a certificate
or   certificates registered in that person's name, representing the number of
shares of Common Stock that were granted. If applicable, each certificate shall
 bear a legend to indicate that the Common Stock represented by the certificate
 was issued in a transaction which was not registered under the Act, and may
only be sold or transferred in a transaction that is registered under the Act
or is exempt from the registration requirements of the Act.

9.  Right to Continued Engagement.

Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge
any Consultant or to terminate any consulting relationship at any time.

10.  Grants of Shares.

Commencing on the Effective Date, the amount for service to employees or
consultants payable in shares of Common Stock ("Stock Retainer") pursuant to
this Plan at the deemed issuance price of ten cents ($0.10).

11.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to  Section 8
above shall be issued in the name of the Participant, and from  and after the
date of such issuance the Participant shall be entitled to  all rights of a
shareholder with respect to Common Stock for all such  shares issued in his or
her name, including the right to vote the  shares, and the Participant shall
receive all dividends and other  distributions paid or made with respect
thereto.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the  Plan,
any change in corporate capitalization, such as a stock split,  combination of
shares, exchange of shares, warrants or rights offering  to purchase Common
Stock at a price below its fair market value,  reclassification, or
recapitalization, or a corporate transaction, such  as any merger,
consolidation, separation, including a spin-off, or other  extraordinary
distribution of stock or property of the Company, any  reorganization (whether
or not such reorganization comes within the  definition of such term in Section
368 of the Code) or any partial or  complete liquidation of the Company (each
of the foregoing a  "Transaction"), in each case other than any such
Transaction which  constitutes a Change of Control (as defined below), (i) the
number and kind of shares or other property subject to the Plan shall likewise
be appropriately adjusted to reflect the effectiveness of any such Transaction
and (ii) the Board of Directors shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Board of Directors
shall be binding and conclusive on all persons.    (b)  For purposes of this
Plan, Change of Control shall mean any of the  following events:

(i)   The acquisition by any individual, entity or group (within the  meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act  of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial  ownership (within the
meaning of Rule 13d-3 promulgated under the  Exchange Act) of twenty percent
(20%) or more of either (a) the then  outstanding shares of common stock of the
Company ("Outstanding Company  Common Stock") or (b) the combined voting power
of the then outstanding  voting securities of the Company entitled to vote
generally in the  election of directors ("Outstanding Company Voting
Securities");  provided, however, that the following acquisitions shall not
constitute  a Change of Control:  (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion  privilege
unless the security being so converted was itself acquired  directly from the
Company), (b) any acquisition by the Company, (c) any  acquisition by any
employee benefit plan (or related trust) sponsored or  maintained by the
Company or any corporation controlled by the Company  or (d) any acquisition by
any corporation pursuant to a reorganization,  merger or consolidation, if,
following such reorganization, merger or  consolidation, the conditions
described in clauses (a), (b) and (c) of  paragraph (iii) of this Section 12(d)
are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of  the
Company (as of the date hereof, "Incumbent Board") cease for any  reason to
constitute at least a majority of the Board; provided,  however, that any
individual becoming a director subsequent to the date  hereof whose election,
or nomination for election by the Company's  shareholders, was approved by a
vote of at least a majority of the  directors then comprising the Incumbent
Board shall be considered as  though such individual were a member of the
Incumbent Board, but  excluding, for this purpose, any such individual who's
initial  assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a  Person
other than the Board; or

(iii)   Approval by the shareholders of the Company of reorganization,  merger,
binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more  than
sixty percent (60%) of, respectively, the then outstanding shares  of common
stock of the corporation resulting from such reorganization,  merger, binding
share exchange or consolidation and the combined voting  power of the then
outstanding voting securities of such corporation  entitled to vote generally
in the election of directors is then  beneficially owned, directly or
indirectly, by all or substantially all  of the individuals and entities who
were the beneficial owners,  respectively, of the Outstanding Company Common
Stock and Outstanding  Company Voting Securities immediately prior to such
reorganization,  merger, binding share exchange or consolidation in
substantially the  same proportions as their ownership, immediately prior to
such  reorganization, merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting  Securities, as
the case may be, (b) no Person (excluding the Company,  any employee benefit
plan (or related trust) of the Company or such  corporation resulting from such
reorganization, merger, binding share  exchange or consolidation and any Person
beneficially owning,  immediately prior to such reorganization, merger, binding
share exchange  or consolidation, directly or indirectly, twenty percent (20%)
or more  of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or  indirectly,
twenty percent (20%) or more of, respectively, the then  outstanding shares of
common stock of the corporation resulting from  such reorganization, merger,
binding share exchange or consolidation or  the combined voting power of the
then outstanding voting securities of  such corporation entitled to vote
generally in the election of directors  and (c) at least a majority of the
members of the board of directors of  the corporation resulting from such
reorganization, merger, binding  share exchange or consolidation were members
of the Incumbent Board at  the time of the execution of the initial agreement
providing for such  reorganization, merger, binding share exchange or
consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other  disposition
of all or substantially all of the assets of the Company,  other than to a
corporation, with respect to which following such sale  or other disposition,
(x) more than sixty percent (60%) of,  respectively, the then outstanding
shares of common stock of such  corporation and the combined voting power of
the then outstanding voting  securities of such corporation entitled to vote
generally in the  election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities  who
were the beneficial owners, respectively, of the Outstanding Company  Common
Stock and Outstanding Company Voting Securities immediately prior  to such sale
or other disposition in substantially the same proportion  as their ownership,
immediately prior to such sale or other disposition,  of the Outstanding
Company Common Stock and Outstanding Company Voting  Securities, as the case
may be, (y) no Person (excluding the Company and  any employee benefit plan (or
related trust) of the Company or such  corporation and any Person beneficially
owning, immediately prior to  such sale or other disposition, directly or
indirectly, twenty percent  (20%) or more of the Outstanding Company Common
Stock or Outstanding  Company Voting Securities, as the case may be)
beneficially owns,  directly or indirectly, twenty percent (20%) or more of,
respectively,  the then outstanding shares of common stock of such corporation
and the  combined voting power of the then outstanding voting securities of
such  corporation entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the  execution
of the initial agreement or action of the Board providing for  such sale or
other disposition of assets of the Company.

13.  Laws and Regulations.

(a)  The obligation of the Company to sell and deliver shares of Common   Stock
on the grant of an Award under this Plan shall be subject to the   condition
that counsel for the Company be satisfied that the sale and delivery   thereof
will not violate the Act or any other applicable laws, rules or   regulations.

(b) This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.

(c) Grants of Awards under this Plan are subject to any registration or other
qualification of such shares under any state or federal law or regulation, or
the maintaining in effect of any such registration or other qualification which
the Board of Directors shall, upon the advice of counsel, deem necessary or
advisable.

14.  Termination of Plan.

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.

15.  Delivery of Plan.

A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
 granting of the Award and establishing the terms, if any, of participation.

16.  Miscellaneous.

(a)  The Company shall have the right to require, prior to the issuance  or
delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Board of Directors for the
withholding of any taxes required by law to be withheld with respect to  the
issuance or delivery of such shares, including without limitation by  the
withholding of shares that would otherwise be so issued or  delivered, by
withholding from any other payment due to the Participant,  or by a cash
payment to the Company by the Participant.

(b)  Nothing contained in the Plan shall prevent the Company from  adopting
other or additional compensation arrangements for the  Participants.

17.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and  construed
in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, this Plan has been executed as of the 28th day of February,
2007.

City Capital Corporation

    By:   Ephren Taylor, Jr.

          ---------------------------
          Ephren Taylor, Jr.
          Principal Executive Officer