Amendment

Plan and Agreement for Corporate Separation




EXHIBIT 10.40


                              FIRST AMENDMENT TO
                  PLAN AND AGREEMENT FOR CORPORATE SEPARATION

             This FIRST AMENDMENT (this "Amendment"), dated effective June 14,
          1999, amends that PLAN AND AGREEMENT FOR CORPORATE SEPARATION (the
          "Agreement") made effective March 31. 1999, among Capitol Communities
          Corporation, a Nevada corporation (hereinafter called the Corporation)
          and Charlie Corporation, a Nevada corporation (hereinafter called
          "Charlie").

                    1. Section 2.5 of the Agreement is hereby amended to
                    provide as follows:

                       "2.5.  Conveyance of Certain CPCY Shares. K. L. Martin
                              ----------------------------------
                    ("Martin") and Joseph J. Lombardi ("Lombardi") each hold
                    16,667 shares of the common capital stock of the
                    Corporation. In addition, certificates for 50,000 shares of
                    the common capital stock of the Corporation (the "NonVestcd
                    Shares") are held in the name of each of Martin and Lombardi
                    and are not vested in either Martin or Lombard[ The
                    Corporation and Martin entered into a Stock Option Agreement
                    dated as of April 30, 1998 (the "Martin Option Agreement"),
                    pursuant to which Martin was given the option to acquire
                    shares of stock of the Corporation as provided therein,
                    though Martin has not exercised any rights pursuant to the
                    Martin Option Agreement. The Corporation and Lombardi
                    entered into a Stock Option Agreement dated as of April 30,
                    1998 (the "Lombardi Option Agreement"), pursuant to which
                    Lombardi was given the option to acquire shares of stock of
                    the Corporation as provided therein, though Lombardi has not
                    exercised any rights pursuant to the Lombardi Option
                    Agreement. Both Lombardi and Martin were employees of
                    Resorts or one of their subsidiaries. As of the effective
                    date of this Agreement, Resorts (through its subsidiary,
                    Capitol Club, has terminated Lombardi and Martin as its
                    employees pursuant to its employment agreements with
                    Lombardi and Martin. Therefore, the Martin Option Agreement
                    and the Lombardi Option Agreement have terminated by their
                    terms and the NonVested Shares have been forfeited to the
                    Corporation. Resorts and the Corporation have entered into a
                    Settlement Agreement and Mutual Release with each of Martin
                    and Lombardi, copies of which are marked Exhibits "A-1" and
                    "A-2" respectively (the "Settlement Agreements"). The
                    Corporation agrees to pay to each of Martin and Lombardi the
                    Initial Settlement Payment in the amount of $10,000.00 and
                    issue to each of Martin and Lombardi 6,666 shares of the
                    Corporation as provided in Section 4 of each of the
                    Settlement Agreements. One or before June 30, 1999, Resorts
                    shall reimburse to the Corporation the total sum of $10,000
                    of those payments made by the Corporation to Martin and
                    Lombardi. Resorts covenants to be solely responsible for all
                    other obligations to Martin and Lombardi pursuant to the
                    Settlement Agreements and shall indemnify the Corporation
                    from and such continuing obligations pursuant to the
                    Settlement Agreements."

FIRST AMENDMENT TO AGREEMENT FOR CORPORATE SEPARATION/PAGE 1


   2. Except as set forth herein, all other terms of the Agreement are hereby
   affirmed.

             In witness whereof the parties have executed this Agreement the day
   and year first above written.



                                         CAPITOL COMMUNITIES CORPORATION


                                         By: /s/ Michael G. Todd
                                                 President

                                         CHARLIE CORPORATION

                                         By: /s/ Herbert E. Russell
                                                 President

FIRST AMENDMENT TO AGREEMENT FOR CORPORATE SEPARATION/PAGE 2