8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 12, 2004
                                                         -----------------

                              EMPIRE RESORTS, INC.
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             (Exact name of registrant as specified in its charter)


    Delaware                            001-12522               13-3714474
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(State or other jurisdiction            (Commission          (IRS Employer
 of incorporation)                      File Number)         Identification No.)


c/o Monticello Raceway, Route 17B, Monticello, NY                  12701
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               (Address of principal executive offices) (zip code)


Registrant's telephone number, including area code: (845) 794-4100
                                                    --------------


                                      N/A
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         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





Item 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On November 12, 2004,  the Company  entered into a binding  agreement  (the
"Letter Agreement") with Concord Associates Limited Partnership and an affiliate
thereof  (collectively,  "Concord Associates")  providing for the acquisition by
the Company from Concord Associates of certain real estate assets, including the
Concord and Grossinger's resorts,  which are located in the Catskill's region of
New York.  The  acquisition  when  completed is expected to allow the Company to
obtain additional casino and hotel development sites,  totaling over 1,200 acres
of  land  which  also  include  the  Monster,   International,   Challenger  and
Grossinger's  golf  courses.  The Letter  Agreement  also  provides that certain
acreage associated with these properties, including related rights and easements
will be retained by Concord Associates.

     The Letter  Agreement  provides  that upon the  closing,  the Company  will
deliver  18,000,000  shares of its common  stock,  subject to  registration  and
governance  rights as are  described  below and  subject  to  anti-dilution  for
specified events occurring prior to or at the closing,  to Concord Associates as
consideration for the transfer of the properties. The obligation of either party
to close the transaction is subject to certain conditions (which may be waived),
including (1) the completion of due diligence  reviews by December 14, 2004, (2)
the  continuing  validity  of  the  respective   material   representations  and
warranties of the parties, (3) the continuing  performance of the material terms
of the agreement by the parties and the  obtaining  all  necessary  consents and
approvals, (4) the absence of material liens and encumbrances on the property to
be conveyed, other than certain permitted encumbrances on the resort properties,
and (5) the absence of any material adverse change or decision, order or similar
ruling restraining or enjoining the transaction.  The permitted  encumbrances on
the resort  properties  include  mortgages and other obligations in an aggregate
amount not to exceed $30 Million,  liens for taxes not yet due and payable,  any
utility easements,  rights of way, and other encumbrances that do not materially
impair the  development,  use or value of the property,  and certain  reciprocal
easements to be entered into at closing. In addition,  the obligation of Concord
Associates is also  conditioned  upon obtaining the approval to this transaction
of the  Bankruptcy  Court having  jurisdiction  over the  bankruptcy  proceeding
involving  Frontline  Capital Corp, the principal owner of one of the beneficial
owners  of  Concord  Associates,  and the  Company's  obligation  to  close  the
transaction is also conditioned upon:

     (a)  Approval by its  shareholders  of the  conveyance of the properties to
          the Company and the  issuance  and delivery of the shares to be issued
          as consideration  therefore in accordance with all applicable  federal
          and state laws; and

     (b)  The first to occur of the  requisite  approvals  for either the Cayuga
          Nation of New York or the Seneca  Cayuga  Tribe of Oklahoma to conduct
          gaming activities  either at or the site of Monticello  Raceway or the
          Concord Resort,  including (i) a definitive binding agreement with the
          State of New York settling all outstanding land claims in the State of
          New York (which  agreement has all requisite  United States  approvals
          (either from Congress  and/or the Department of the Interior),  (ii) a
          binding Compact with the Governor of New York, which has been approved
          by the  Department  of the  Interior  of the  United  States  does not
          require further  legislative  approval by the legislature of the State
          of New York, and (iii) all requisite United States  approvals  (either
          from  Congress  and/or the  Department  of Interior) to take land into

                                       1




          trust  (and the  transfer  thereof) and any  other  federal  approvals
          required to own or operate a Class III Gaming Facility.

     The Company has the option, on 60 days notice, to elect not to purchase the
Concord Resort and Golf Club (which includes the Monster and International  golf
courses) at Closing.  If the Company  exercises  such option in a timely manner,
the Concord Resort and Golf Club will be retained by Concord  Associates and the
debt and other  obligations  relating  to the  properties  to be  assumed by the
Company in  connection  with the  transaction  will be reduced to  approximately
$17.5 million (after deduction of the approximately $7.5 million lessee purchase
option price under the Monster golf course  ground  lease and  approximately  $5
million of debt encumbering the golf courses).  The parties will also enter into
a mutually  acceptable license agreement  providing for the non-exclusive use of
the Concord Resort and Golf Club by guests of the Company's  hotels and casinos,
and providing for the sharing of capital,  operating and  maintenance  costs for
the  Concord  Resort and Golf Club by the  Company  and  Concord  Associates  in
proportion to the annual number of rounds of golf  attributable  to hotel/casino
guests and residents of the retained residential property.

     The  Company  and  Concord  Associates  have  agreed to enter into  certain
additional agreements to provide for the following:

     (a)  Concord  Associates  Board  Representation.  Subject to any applicable
          shareholder  approval,  the initial Board of Directors to be in office
          at the Closing shall be comprised of eleven (11) members,  two of whom
          shall be  designees of Concord  Associates.  These  designees  will be
          members  of  the  class  of  directors  who  will  not be  subject  to
          reelection  until  the  annual  meeting  to be  held in  2008.  Of the
          remaining  nine  members of the initial  Board of  Directors  at least
          seven members of the Board of Directors will be independent. The seven
          initial independent members shall be comprised as follows: (1) Concord
          Associates   will  be  entitled  to  designate   three  of  the  seven
          independent members of the Board of Directors; (2) the Company will be
          entitled to designate three  independent  directors  selected from the
          existing  independent   directors  on  the  Board;  and  (3)  the  six
          independent  directors so selected  will  together  select the seventh
          independent director.  Committee  representation will be proportionate
          to  representation  on the  Board  (except  that  committees  that are
          required to be comprised of independent directors will have comparable
          proportionate independent representatives). To the extent permitted by
          applicable  NASDAQ  rules and by  applicable  law,  for a period of at
          least three years after the Closing,  at least one of the designees of
          Concord  Associates  will be  entitled  to serve  as a member  of each
          committee  of the  Board  of  Directors.  The  Company  will  use  its
          reasonable  commercial  efforts  so that  until  at least  the  annual
          meeting held in 2008 at least two Concord Associates designees will be
          members of the Board of Directors.  All Board members shall be subject
          to suitability  requirements of applicable  state,  federal and tribal
          gaming  regulators.   The  Company  agrees  to  use  all  commercially
          reasonable  efforts,  including  seeking and  obtaining  any  required
          shareholder  approvals of the foregoing at the Stockholders Meeting or
          any other meeting of  shareholders of the Company at which the matters
          related to the Agreement are to be presented to a vote of shareholders
          of the  Company.  The parties  have  further  agreed  that  failure to
          receive such required  shareholder  approval  shall be treated for all

                                       2




          purposes as a failure to satisfy the condition of shareholder approval
          to closing contained in the Agreement.

     (b)  Registration Rights.  Concord Associates will be entitled to unlimited
          demand  registration  rights (although only the first three will be at
          the  Company's  expense and will be entitled  to  piggyback  rights on
          equity   offerings  by  the  Company  (but  in  the  case  of  Concord
          Associates'  exercise  of  piggyback  rights,  the  Company  will have
          priority in the event the underwriter requires cutbacks.) In addition,
          the  underwriter  for  shares  sold  by  Concord  Associates  must  be
          reasonably acceptable to the Company.

     The Company has agreed to take all action necessary to convene a meeting of
holders of shares of its capital stock (the "Stockholders  Meeting") as promptly
as possible to consider and vote upon the adoption of the Agreement.  Subject to
applicable  law,  the Board of  Directors  of the Company  shall  recommend  the
approval and adoption of the  transactions  contemplated by the Agreement,  such
recommendation shall be included in the proxy statement circulated in connection
with the Stockholders  Meeting,  and the Board of Directors of the Company is to
take all lawful action to solicit the adoption  thereof by the holders of shares
of its  capital  stock.  In the  event  that  subsequent  to the  date  of   the
Agreement,  the Board of Directors of the Company reasonably  determines in good
faith after  consultation  with outside counsel that its fiduciary  duties under
applicable law require it to withdraw, modify or qualify its recommendation in a
manner adverse to Concord Associates,  the Board of Directors of the Company may
so  withdraw,  modify  or  qualify  its  recommendation;   however,  subject  to
applicable  law,  unless the  Agreement is theretofore  terminated,  the Company
shall  nevertheless  submit the   Agreement  to the holders of the shares of its
capital stock for adoption at the Stockholders Meeting.

     By their execution of certain letter agreements  concurrently with the date
of the Agreement certain of the Company's  shareholders  (each, a "Stockholder")
holding  approximately  40% in the aggregate of its common stock have covenanted
and agreed pursuant to separate voting agreements  (each, a "Voting  Agreement,"
collectively, the "Voting Agreements") to (i) vote their shares in favor of this
transaction at the Stockholders  Meeting, and (ii) vote their shares against any
Acquisition Proposal and any alternative  transaction  involving the acquisition
by the Company of hotel,  gaming,  or resort  properties in the Catskills at any
applicable  stockholders  meeting.  In addition,  such letter agreements provide
certain  restrictions on the right of each such shareholder to sell or otherwise
dispose  of their  shares,  including  any shares  over  which such  shareholder
directly or  indirectly  (and whether as record  owner,  trustee,  or otherwise)
holds voting power.

     The closing is to take place by August 31, 2005  (subject to  extension) or
the parties will have the right to terminate the Agreement. Each party agrees to
proceed in good faith to enter  into,  by  December  23,  2004,  the  additional
agreements  referenced  in the  Agreement,  including  a  non-exclusive  license
agreement  with  respect to the  Concord  Resort and Golf Club,  the  Reciprocal
Easement Agreements and a Shareholders Agreement between the Company and Concord
Associates,  provided that failure to enter into such additional agreements will
in no way affect or impair the  binding  nature of the  Agreement  and,   in the
event of any dispute over the terms and conditions of any additional  agreement,
such dispute is to be resolved by binding arbitration.

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     Concord  Associates  agrees to use all commercially  reasonable  efforts to
obtain  the  approval  to  this  transaction  of  the  Bankruptcy  Court  having
jurisdiction over the bankruptcy  proceeding  involving Frontline Capital Corp.,
which  approval  is a  condition  to its  obligation  to close.  In  furtherance
thereof,  Concord Associates and its members covenant to cause Frontline Capital
Corp. to promptly petition the Bankruptcy Court for such approval, and recommend
that the Bankruptcy  Court approve this  transaction.  If the  Bankruptcy  Court
disapproves the  transaction,  however,  then Concord  Associates,  upon written
notice to the Company  given within ten days after such  disapproval,  will have
the right to terminate  the  Agreement  and neither  party will have any further
rights  or  obligations  under  it and the  Option  (as  described  in the  next
paragraph) shall no longer be exercisable.

     The Company has granted Concord Associates an irrevocable three year option
to purchase up to  5,188,913  shares of its Common Stock at a price of $7.50 per
share.  The option is  exercisable  in the event that the  Letter  Agreement  is
terminated  in  accordance  with its terms for reasons other than (a) failure of
the due diligence condition to be satisfied by either party as of the completion
of due diligence on December 14, 2004, (b) a material  adverse change (i) in the
properties,  assets, business, prospects, or financial or other condition of (1)
the Resort  Properties  (or  Concord  Associates  to the extent  relevant to the
transactions  contemplated by the Letter Agreement) or (2) the Company,  in each
case to the extent relevant to the transactions  contemplated by, or the ability
to consummate, the transactions, (c) an election by the Company to terminate due
to a default by Concord  Associates in the  performance of the Letter  Agreement
that has a material  adverse effect,  (d) failure to close due to the failure to
satisfy  certain  specified  conditions  to  the  closing  of  the  transactions
contemplated by the Letter Agreement,  or (d) an election by Concord  Associates
to terminate  due to failure to receive  necessary  approvals of the  Bankruptcy
Court having  jurisdiction over the bankruptcy  proceeding  involving  Frontline
Capital Corp.

     The Company has agreed that neither it nor any of its  subsidiaries nor any
of the officers and directors of it or its subsidiaries shall, and that it shall
cause its and its subsidiaries' employees, agents and representatives (including
any investment banker, attorney or accountant ("Representatives") retained by it
or any of its subsidiaries) not to, directly or indirectly,  initiate or solicit
any  inquiries  or the making of any  proposal  or offer  with  respect to (i) a
merger,  reorganization,  share exchange,  consolidation or similar  transaction
involving the Company or any of its subsidiaries, (ii) any purchase of an equity
interest  representing  an  amount  equal to or  greater  than a 15%  voting  or
economic interest in the Company and its subsidiaries  taken as a whole or (iii)
any purchase of assets, securities or ownership interests representing an amount
equal to or greater than 15% of the  consolidated  assets of the Company and its
subsidiaries  taken as a whole (any such  proposal  or offer  being  hereinafter
referred  to as an  "Acquisition  Proposal").  The Company  further  agrees that
neither it nor any of its  subsidiaries nor any of the officers and directors of
it or its subsidiaries  shall, and that it shall cause its and its subsidiaries'
employees, agents and Representatives not to, directly or indirectly,  engage in
any negotiations concerning, or provide any confidential information or data to,
or have any  discussions  with, any person or entity  relating to an Acquisition
Proposal; provided, however, that the foregoing shall not prevent the Company or
its Board of Directors from (x) complying with its disclosure  obligations under
Sections 14d-9 and 14e-2 of the  Securities  Exchange Act of 1934 with regard to
an unsolicited Acquisition Proposal;  provided, however, that if such disclosure
has the effect of withdrawing, modifying or qualifying the recommendation of its

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Board of Directors in a manner adverse to Concord  Associates or the approval of
the transactions  contemplated by the Agreement by the Board of Directors of the
Company,  Concord  Associates  shall have the right to terminate the  Agreement,
after which  termination  the Option  Agreement  shall  remain in full force and
effect and the Grantee  under the Option  Agreement  shall  thereafter  have the
right to exercise the Option;  and (y) at any time prior to, but not after,  the
time the  transactions  contemplated  by the Agreement are adopted by holders of
shares of capital stock of the Company, (A) providing information in response to
a request  therefore by a person or entity who has made an unsolicited bona fide
written  Acquisition  Proposal if the Board of Directors of the Company receives
from  the  person  or  entity  so  requesting   such   information  an  executed
confidentiality   agreement  on  customary   terms;   or  (B)  engaging  in  any
negotiations  or  discussions  with  any  person  or  entity  who  has  made  an
unsolicited bona fide written Acquisition  Proposal if the Board of Directors of
the Company  receives  from such  person or entity an  executed  confidentiality
agreement on customary  terms;  if and only to the extent that, (1) in each such
case  referred  to in clause (A) or (B)  above,  the Board of  Directors  of the
Company  reasonably  determines  in good faith after  consultation  with outside
legal counsel that such action is necessary in order for its directors to comply
with their  respective  fiduciary  duties under applicable law, (2) in each case
referred to in clause (A) or (B) above,  the Board of  Directors  of the Company
reasonably  determines  in good faith  (after  consultation  with its  financial
advisor and outside counsel) that such  Acquisition  Proposal,  if accepted,  is
reasonably  likely to be consummated,  taking into account all legal,  financial
and regulatory aspects of the proposal,  the likelihood of obtaining  financing,
and the person or entity making the proposal,  and if consummated,  would result
in a transaction more favorable to the Company's  stockholders  from a financial
point of view than the  transaction  contemplated  by the Agreement  taking into
account any change in any proposal proposed by Concord Associates and (3) in the
case of clause (A) and (B), Concord  Associates shall have had written notice of
the Company's  intention to take the action  referred to in clause (A) or (B) at
least five  business  days prior to the  taking of such  action by the  Company;
provided, that any more favorable Acquisition Proposal referred to in clause (A)
or (B) above must  involve  50% rather  than the 15% used in the  definition  of
Acquisition  Proposal (any such more favorable  Acquisition Proposal is referred
to in this Agreement as a "Superior Proposal").  The Company agrees that it will
immediately   cease  and  cause  to  be  terminated  any  existing   activities,
discussions or negotiations with any person or entity conducted  heretofore with
respect to any  Acquisition  Proposal.  The Company agrees that it will take the
necessary steps to promptly  inform the  appropriate  individuals or entities of
these  obligations.  The Company agrees that it will notify  Concord  Associates
promptly,  but in any event within 48 hours if any such inquiries,  proposals or
offers are received by, any such  information  is  requested  from,  or any such
discussions or negotiations  are sought to be initiated or continued with, it or
any of its Representatives  indicating, in connection with such notice, the name
of such person or entity and the material  terms and conditions of any proposals
or offers and  thereafter  shall keep Concord  Associates  informed on a current
basis, and, in any event, within 48 hours of any changes in the status and terms
of any such  proposals or offers,  including  whether any such proposal has been
withdrawn or rejected.  The Company  also agrees to provide any  information  to
Concord  Associates  that  it is  providing  to  another  person  or  entity  at
substantially  the same time it provides  it to such other  person or entity and
that it will promptly request each person or entity that has heretofore executed
a   confidentiality   agreement  in  connection  with  its  consideration  of  a
transaction  with the Company to return all confidential  information  furnished
prior to the execution  hereof to or for the benefit of such person or entity by
or on behalf of it or any of its subsidiaries.

                                       5




     During the term of the Agreement,  each party is to work  exclusively  with
each other in connection with any  transaction  involving the direct or indirect
acquisition  hotel,  gaming or resort  properties  in the  Catskills and may not
solicit,  contact,  facilitate or engage in discussions or negotiations with any
third party (other than Native American tribes) with respect thereto.

     Concord  Associates agrees that neither it, nor any of its subsidiaries and
affiliates, will, for a period of twenty years after the Closing, (i) build, own
or operate a gaming facility  located on the retained  property,  or (ii) build,
own or operate a hotel  located on such property that is a competitor of a hotel
developed  on the Concord  property,  provided  that it or its  subsidiaries  or
affiliates may build, own or operate a boutique luxury hotel on such property.

     If the  Company  terminates  the  Agreement  due to its  failure  to obtain
necessary  consents,  it may not  solicit,  contact,  facilitate  or  engage  in
discussions  or  negotiations  with any third party with respect to any property
acquisition  in the Catskills  for a period of eighteen  months  following  such
termination.  Similarly,  if Concord  Associates  terminates the Agreement for a
failure to gain any  required  consent  (other than due to the failure to obtain
Bankruptcy Court approval),  then it shall not solicit,  contact,  facilitate or
engage in discussions or  negotiations  with any third party with respect to any
transfer  of its  property  in the  Catskills  for a period of  eighteen  months
following such termination.

     The  Agreement   requires   consent  from  the  holders  of  the  Company's
convertible  bonds,  relating to the proposed  assumption of certain debt by the
Company at Closing. If the parties determine that such consent is unlikely to be
obtained,  then they will reasonably  cooperate to restructure the  transaction,
with no adverse  effect on either  party,  in such  manner as to  eliminate  the
requirement of such consent.

     If the  shareholders  of the Company fail to approve the transaction at the
Stockholders  Meeting, or if (other than as a result of delays in the SEC review
process)  the  Company   fails  for  any  reason  to  submit  the   transactions
contemplated hereby for shareholder approval by August 20, 2005, or if the Board
of  Directors  changes  its  favorable   recommendation   with  respect  to  the
transaction,  then Concord  Associates has the right to terminate the  Agreement
and the  Option  Agreement  will  remain in full  force and  effect and be fully
binding upon the parties following any such termination.

     If the Company  defaults in the  performance  of its  material  obligations
under the  Agreement  and if such default is not cured within  fifteen  business
days after written notice thereof, then Concord Associates has the right, at its
option, to (x) sue for actual damages suffered as a result of such default,  (y)
institute a suit for specific  performance  of the  Agreement  and/or (z) if the
default has a material  adverse  effect,  terminate the Agreement.  In the event
that the  Concord  Associates  does not  terminate  the   Agreement  following a
default by the Company,  Concord  Associates  has the right to sue for an amount
equal to damages  multiplied by 166%.  In the event of such an uncured  material
default, and until such time as it obtains a non-appealable judgment of specific
performance,  then (i) the Option Agreement will remain in full force and effect
in  accordance  with its terms and shall  continue  to be fully  binding  on the
parties thereto,  (ii) and the Company may not solicit,  contact,  facilitate or
engage in discussions or  negotiations  with any third party with respect to any
acquisition  of  property  in the  Catskills  for a period  of  eighteen  months
following the  initiation of any such suit for damages or specific  performance.
Following any  termination of the  Agreement  arising  from a default that has a

                                       6




material adverse effect,  Concord Associates will have the right to exercise the
Option under the Option Agreement.

     If  Concord  Associates   defaults  in  the  performance  of  its  material
obligations  under the  Agreement  and such default is not cured within  fifteen
business  days after  written  notice,  then the Company  has the right,  at its
option, to (x) sue for actual damages as a result of such default, (y) institute
a suit for specific performance and/or (z) if the default has a material adverse
effect,  terminate  the  Agreement.  In the  event  that  the  Company  does not
terminate the Agreement  following  a default,  the Company shall have the right
to sue for damages. In the event of such an uncured material default,  and until
such time as the  Company  shall  obtain a  non-appealable  judgment of specific
performance,  then Concord Associates shall not solicit, contact,  facilitate or
engage in discussions or  negotiations  with any third party with respect to any
transfer of its  properties  in the  Catskills  for a period of eighteen  months
following the  initiation of any such suit for damages or specific  performance.
Following  any  termination  by the Company  arising  from a default  that has a
material  adverse  effect,  the options will no longer be exercisable  under the
Option Agreement. The provisions of the Agreement concerning default survive the
termination of the Agreement.

     Any claim or dispute between the parties  (including,  without  limitation,
any dispute with respect to the terms and  conditions  of any of the  Additional
Agreements)  arising  under the  Agreement  shall be   definitively  resolved by
binding arbitration.

     A copy of the  Letter  Agreement,  the Option  Agreement  and a form of the
Voting Agreement are filed as Exhibits 2.1, 10.1, and 10.2 respectively, to this
report  and the  contents  of each are  incorporated  herein by  reference.  The
foregoing  description  of the terms and  conditions  of the  Letter  Agreement,
Option  Agreement and Voting  Agreements  described  herein is only a summary of
some of the material  provisions of such  agreements  and does not purport to be
complete and does not restate such agreements in their entirety.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

     Exhibit No.             Exhibits

     2.1                     Letter  Agreement,  dated November 12, 2004, by and
                             among  Empire  Resorts,  Inc.,  Concord  Associates
                             Limited  Partnership  and  Sullivan  Resorts,   LLC
                             (filed without exhibits or schedules,  all of which
                             are available upon request, without cost).

     10.1                    Option  Agreement,  dated November 12, 2004, by and
                             among Empire Resorts,  Inc. and Concord  Associates
                             Limited  Partnership  (filed  without  exhibits  or
                             schedules, all of which are available upon request,
                             without cost).

     10.2                    Form of Voting  Agreement  by and  between  Concord
                             Associates Limited Partnership and Stockholder.

                                       7




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                            EMPIRE RESORTS, INC.


Dated: November 18, 2004                    By: /s/ Scott A. Kaniewski
                                               ---------------------------------
                                               Name:  Scott A. Kaniewski
                                               Title: Chief Financial Officer

                                       8

EX-2

                                                                  EXECUTION COPY


                              EMPIRE RESORTS, INC.
                                    ROUTE 17B
                           MONTICELLO, NEW YORK 12701

                                                       November 12, 2004

Concord Associates Limited Partnership
Sullivan Resorts LLC
115 Stevens Avenue
Valhalla, New York  10595

            Re:  Catskills Properties
                 --------------------
Gentlemen:

     Recently, Empire Resorts, Inc. ("EMPIRE") and Concord Associates Limited
Partnership (Concord Associates Limited Partnership, together with Sullivan
Resorts LLC and any other affiliates thereof that own or lease any portion of
the Resort Properties, as hereinafter defined, "TRANSFEROR") have entered into
discussions concerning properties that we each own in the Catskills region of
New York and are seeking to develop into world class resorts under arrangements
with various federally recognized sovereign Indian tribes or nations permitting
each of us to develop and manage one or more fully licensed Class III gaming
enterprises (each a "Gaming Facility"). Empire and Transferor each contemplate
that, prior to embarking on full scale development of any property, we will have
arranged to secure an agreement with at least one such federally recognized
sovereign entity with respect to the development and management of a Gaming
Facility on the property. As a result of the recent discussions between Empire
and Transferor, the parties now contemplate that we would be able to pursue our
development efforts to achieve the necessary legal approvals for a Gaming
Facility on each of our respective properties more effectively on a joint basis.
The purpose of this Agreement is to set forth the terms that we have agreed upon
relating to the conveyance of certain real estate located in the County of
Sullivan, State of New York, hereinafter referred to as the "Property", by
Transferor to Empire. Contemporaneously with the execution and delivery of this
Agreement, the parties have entered into an Option Agreement dated, as of the
date hereof (the "Option Agreement").

     1. CONVEYANCE OF RESORT PROPERTIES TO EMPIRE.

          (a) Subject to the conditions of closing set forth in this Agreement,
Transferor will convey and Empire (or a subsidiary) will obtain title to the
following properties (the "Resort Properties") located in Sullivan County, New
York:

               (i) Grossinger's Resort Hotel and Golf Course, consisting of an
     approximately 600 acre parcel of land, various hotel buildings, golf course
     and related facilities, as shown on EXHIBIT A-1 attached hereto.

               (ii) The Concord Hotel, consisting of an approximately 163 acre
     parcel of land, hotel buildings, the Challenger golf course and related
     facilities, as shown on EXHIBIT A-2 attached hereto.





               (iii) The Concord Resort and Golf Club, consisting of the
     International golf course, the ground lease for the Monster golf course, a
     club house, and lodging and support facilities, as shown on EXHIBIT A-3
     attached hereto.

          (b) Empire will receive valid leasehold title to the Monster golf
course and valid fee title to the balance of the Resort Properties, free and
clear of all liens and encumbrances other than agreed upon permitted
encumbrances ("Permitted Encumbrances"), by bargain and sale deed without
covenants to the fee estates and an assignment of lease without covenants with
respect to the leasehold. Permitted Encumbrances shall include mortgages and
other obligations of Transferor or its affiliates (consisting of obligations
arising from (x) Transferor's original purchase of the Concord property, and (y)
the exercise by Empire (as provided in Section 3 hereof) of a lessee purchase
option under the ground lease for the Monster golf course) in an aggregate
amount not to exceed $30 Million, liens for taxes not yet due and payable, any
utility easements, rights of way, and other encumbrances that do not materially
impair the development, use or value of the property, and the reciprocal
easement agreements referred to below.

     2. RELATED ASSETS AND CONTRACTS. Together with the Resort Properties,
Empire will receive all right, title and interest of Transferor in and to the
trademarks and service marks associated with the Resort Properties (provided
that Transferor shall retain the right to use or license, without additional
consideration, (x) the name "Concord" in connection with any residential
development projects at Transferor's remaining property, and (y) the name
"Concord" or "Grossinger's" for reasonable uses unrelated to hotel, resort
and/or gaming operations of Empire), and the rights to all revenues and receipts
of Transferor generated by the Resort Properties after the Closing. Unless
Empire shall have assumed or received an assignment with respect to any such
contracts or licenses, all contracts of Transferor related to the operation,
maintenance or other use of the Resort Properties will be terminated. At the
Closing, Empire will offer employment to the existing operations and maintenance
employees at the Concord and Grossinger's on current terms, provided that such
terms are customary and commercially reasonable. At Closing, the parties will
enter into (a) a license agreement providing (i) for the non-exclusive use of
the Concord Resort and Golf Club by residents and guests of the residential
properties intended to be developed by Transferor or its affiliates at the
balance of the Concord site (the "Retained Property"); it being agreed that from
and after the opening of a hotel by Empire on the Concord site, Empire's use of
the Concord Resort and Golf Club shall be limited to use by guests of its
casinos and hotels, (ii) for the sharing of capital, operating and maintenance
costs for the Concord Resort and Golf Club by Empire and Transferor in
proportion to the annual number of rounds of golf attributable to hotel/casino
guests and to the residents of the Retained Property and (iii) other customary
and commercially reasonable terms and conditions, and (b) such other use and/or
reciprocal easement agreements ("REAs") with respect to the Resort Properties
and the Retained Property providing for reasonable ingress and egress to and
from such properties, reasonable shared use of utilities servicing such
properties, the equitable sharing of certain costs and expenses applicable to
such properties, and other commercially reasonable and customary terms and
conditions provided that the same may not materially impair the development, use
or value of the Resort Properties or the Retained Property.

                                      -2-




     3. RETAINED PROPERTY.

          (a) The parties confirm that the Retained Property will not be
conveyed by Transferor to Empire and that Transferor shall have the exclusive
right to develop, operate, maintain, lease or transfer the Retained Property or
any portion thereof. In addition, the parties confirm that (x) the Monster and
International golf courses themselves, plus the property within a 100 foot
setback line from such golf courses (and such additional land which may be
required by applicable law), are intended to be (and will be) conveyed by
Transferor to Empire at the Closing, and (y) certain unsubdivided property
outside of such setback area (the "Additional Property") will be conveyed by
Transferor to Empire at Closing, but such Additional Property is intended by the
parties to be retained and used by Transferor in connection with the Retained
Property. Subsequent to the Closing, Empire will, (i) at Empire's cost as
provided above, exercise the lessee's purchase option under the ground lease for
the Monster golf course, and (ii) at Transferor's cost, cause the Additional
Property to be subdivided and conveyed back to Transferor (for no additional
consideration), which conveyance by Empire shall be free and clear of all liens
and encumbrances other than those applicable to the Additional Property at the
time of its conveyance to Empire and those imposed in connection with the
subdivision and which may arise by reason of circumstances or events occurring
prior to the transfer back of the Additional Property by Empire to Transferor.
Empire will promptly and diligently take all commercially reasonable actions
necessary (or that may be reasonably requested by Transferor) in connection with
such subdivision and transfer, provided that if such subdivision shall not be
completed within a reasonable time period after the Closing, then Empire and
Transferor shall promptly enter into commercially reasonable and customary
agreements and arrangements (whether through a ground lease or otherwise), at no
profit or loss to Empire, to permit Transferor to develop and/or use the
Additional Property in the same manner as if Transferor owned fee title to such
Additional Property. The Additional Property shall in no event include the
clubhouse and maintenance facilities for the golf courses.

          (b) Notwithstanding anything to the contrary herein, Empire shall have
the option, upon written notice given to Transferor given not later than sixty
(60) days prior to the Closing, to elect not to purchase the Concord Resort and
Golf Club at Closing in connection with this transaction, and if Empire
exercises such option in a timely manner, (i) the Concord Resort and Golf Club
will not be conveyed to Empire at Closing but will be retained by Transferor,
(ii) the term "Resort Properties", as used herein, will not include the Concord
Resort and Golf Club, (iii) the debt and other obligations of Transferor to be
assumed by Empire in connection with this transaction will be reduced to
approximately $17.5 million (after deduction of the approximately $7.5 million
lessee purchase option price under the Monster golf course ground lease and
approximately $5 million of debt encumbering the golf courses), (iv) the parties
will enter into a mutually acceptable license agreement providing for the
non-exclusive use of the Concord Resort and Golf Club by guests of Empire's
hotels and casinos, and providing for the sharing of capital, operating and
maintenance costs for the Concord Resort and Golf Club by Empire and Transferor
in proportion to the annual number of rounds of golf attributable to
hotel/casino guests and residents of the Retained Property, and (v) the
provisions of Section 3(a) of this Agreement regarding the subdivision and
reconveyance of the Additional Property shall be terminated and shall be of no
force or effect.

                                      -3-




     4. PURCHASE PRICE. As consideration for the transfer of the Resort
Properties, Empire will issue and deliver to Transferor at Closing 18,000,000
shares of its common stock (the "Purchase Shares"), subject to registration and
governance rights as are provided below and subject to anti-dilution for events
occurring prior to or at the Closing, with mutually agreeable exceptions
including the conversion of Empire's existing convertible debt and existing
preferred stock pursuant to their terms and the issuance by Empire of stock for
cash or in exchange for asset contributions or services (including the issuance
of stock in connection with the exercise of employee stock options) in the
course of Empire's gaming and hospitality business, or to pay required dividends
(in the form of common stock) on Empire's existing preferred stock
(collectively, the "Excluded Shares"). The Purchase Shares will be issued to
Transferor at Closing free and clear of all liens (exclusive of any restrictions
imposed or referred to herein or by applicable federal or state licensing and
securities laws).

     5. BOARD OF DIRECTORS AND SHAREHOLDER/GOVERNANCE RIGHTS. The Additional
Agreements shall further provide for the following:

          (a) TRANSFEROR BOARD REPRESENTATION. Subject to any applicable
shareholder approval, the initial Board of Directors to be in office at the
Closing shall be comprised of eleven (11) members, two (2) of whom shall be
designees of Transferor (such designees or such other individuals designated
from time to time by Transferor to take their place or places, the "Transferor
Designees"). Empire and Transferor agree that the Transferor Designees shall be
members of the class of directors who will not be subject to reelection until
the annual meeting to be held in 2008. Of the remaining nine (9) members of the
initial Board of Directors at least seven (7) members of the Board of Directors
will be independent. Empire and Transferor agree that the seven initial (7)
independent members shall be comprised as follows: (1) In addition to
Transferor's right to designate the Transferor Designees, Transferor will be
entitled to designate three (3) of the seven (7) independent members of the
Board of Directors; (2) Empire will be entitled to designate three (3)
independent directors selected from the existing independent directors on the
Board; and (3) the six (6) independent directors selected pursuant to (1) and
(2) above will together select the seventh independent director. Committee
representation will be proportionate to representation on the Board (except that
committees that are required to be comprised of independent directors will have
comparable proportionate independent representatives). To the extent permitted
by applicable NASDAQ rules and by applicable law, for a period of at least three
years after the Closing, at least one of the Transferor Designees shall be
entitled to serve as a member of each committee of the Board of Directors.
Empire will use its reasonable commercial efforts so that until at least the
annual meeting held in 2008, at least two Transferor Designees will be members
of the Board of Directors. Empire agrees that each of Scott Rechler and Louis
Cappelli are acceptable as Transferor Designees (without limiting Transferor's
rights to make replacements), provided that Scott Rechler and Louis Cappelli are
able to comply with the suitability requirements of applicable state, federal
and tribal gaming regulators with jurisdiction over Empire's operations, and if
Scott Rechler or Louis Cappelli do not so comply, Transferor shall be entitled
to name replacement designees who meet such requirements. All Board members
shall be subject to suitability requirements of applicable state, federal and
tribal gaming regulators. Empire agrees to use all commercially reasonable
efforts to effect the foregoing, including seeking and obtaining any required
shareholder approvals of the foregoing at the Stockholders Meeting (or any
adjournment(s) or postponement(s) thereof), or any other meeting of shareholders
of Empire at which the matters contemplated by this Agreement or this Agreement

                                      -4-




are to be presented to a vote of shareholders of Empire (or any adjournment(s)
or postponement(s) thereof). Empire also agrees that in connection with seeking
and obtaining any required shareholder approvals of the foregoing it shall
undertake the same efforts and comply with the same obligations with respect to
seeking and obtaining such approvals as those set forth in Section 6 of this
Agreement. Notwithstanding anything in this Agreement to the contrary, in the
event that any such required shareholder approval is not obtained for any
reason, the parties agree that such failure shall be treated for all purposes
(including, for purposes of determining the exercisability of the Option and the
termination of this Agreement) as a failure to satisfy the shareholder approval
condition to Closing set forth in Section 12(a)(1) and 13(g) of this Agreement.

          (b) REGISTRATION RIGHTS/PIGGYBACK RIGHTS. Transferor will be entitled
to unlimited demand registration rights (although only the first three (3) will
be at the Empire's expense). The underwriter will be selected by Transferor but
must be reasonably acceptable to Empire. Transferor will be entitled to
piggyback rights on equity offerings by Empire (but in the case of Transferor's
exercise of piggyback rights, Empire will have priority in the event the
underwriter requires cutbacks.)

     6. APPROVAL BY BOARD AND SHAREHOLDERS OF EMPIRE.

          (a) Empire will take, in accordance with applicable law and its
certificate of incorporation and by-laws, all action necessary to convene a
meeting of holders of shares of its capital stock (the "Stockholders Meeting")
as promptly as possible to consider and vote upon the adoption of this
Agreement. Subject to applicable law, the Board of Directors of Empire shall
recommend the approval and adoption of the transactions contemplated by this
Agreement, such recommendation shall be included in the proxy statement
circulated in connection with the Stockholders Meeting, and the Board of
Directors of Empire shall take all lawful action to solicit the adoption thereof
by the holders of shares of its capital stock. In the event that subsequent to
the date of this Agreement, the Board of Directors of Empire reasonably
determines in good faith after consultation with outside counsel that its
fiduciary duties under applicable law require it to withdraw, modify or qualify
its recommendation in a manner adverse to Transferor, the Board of Directors of
Empire may so withdraw, modify or qualify its recommendation; however, subject
to applicable law, unless this Agreement is theretofore terminated, Empire shall
nevertheless submit this Agreement to the holders of the shares of its capital
stock for adoption at the Stockholders Meeting.

          (b) By their execution of certain letter agreements dated as of the
date hereof, certain of Empire's shareholders holding approximately 40% in the
aggregate of Empire's common stock have covenanted and agreed to (i) vote their
shares in favor of this transaction at the Stockholders Meeting, and (ii) vote
their shares against any Acquisition Proposal and any alternative transaction
involving the acquisition by Empire of hotel, gaming, or resort properties in
the Catskills at any applicable stockholders meeting. In addition, such letter
agreements provide certain restrictions on the right of each such shareholder to
sell or otherwise dispose of their shares. In this Section 6(b), references to a
shareholder's "shares" shall be deemed to include any shares over which such
shareholder directly or indirectly (and whether as record owner, trustee, or
otherwise) holds voting power.

                                      -5-




     7. THE CLOSING.

          (a) The closing of the transfer of the Resort Properties and the
issuance of the Purchase Shares (the "Closing") will take place
contemporaneously with the satisfaction of the last remaining closing condition
set forth in Section 12 (and the date of the Closing shall be hereinafter
referred to as the "Closing Date"), provided that if all such closing conditions
shall not have been satisfied by August 31, 2005 (which outside date shall be
subject to extension pursuant to Section 13 hereof), then the parties shall have
such rights to terminate this Agreement as are set forth in Section 13 hereof.
The Closing shall be held at the principal offices of Empire in Monticello, New
York or such other place as shall be mutually agreed upon by the parties. The
parties shall prorate all costs, expenses and fees (as customarily apportioned
in real estate closings) in connection with the Closing and the transfer of the
Resort Properties as of the day immediately preceding the Closing Date, on a
customary and commercially reasonable basis.

          (b) Each of the parties will proceed in good faith to enter into, by
December 23, 2004, the additional agreements referenced in this Agreement,
including a non-exclusive license agreement with respect to the Concord Resort
and Golf Club, the REAs and a Shareholders Agreement between Empire and
Transferor (the "Additional Agreements"), provided that (i) this Agreement is
fully binding on the parties as of the date hereof and failure to enter into the
Additional Agreements shall in no way affect or impair the binding nature of
this Agreement (as provided in Section 19 hereof), and (y) in the event of any
dispute over the terms and conditions of any Additional Agreement, such dispute
shall be resolved by binding arbitration pursuant to Section 15 hereof. The
parties shall enter into an Additional Agreement setting forth customary and
commercially reasonable representations, warranties and interim covenants. The
parties hereby acknowledge and confirm that all material terms and conditions of
the Additional Agreements are described in this Agreement.

          (c) Empire agrees to cooperate with Transferor and to take all
commercially reasonable steps necessary to structure the transaction
contemplated by this Agreement as a transaction in which no gain or loss will be
recognized by Transferor for income tax purposes or otherwise to reduce the tax
effect of the transaction on Transferor and its affiliates (a "Tax Free
Exchange"), provided that Transferor shall be responsible for any additional
taxes payable by Empire as a result of the conveyance of the Resort Property in
a Tax Free Exchange, but only to the extent that such taxes are in excess of the
taxes that would otherwise have been payable by Empire had the contemplated
transaction been a direct transfer of the Resort Property to Empire. The term
"taxes", as used in the preceding sentence, shall include or be deemed to
include any application of net operating losses of Empire in respect of tax
liabilities. The manner in which any Tax Free Exchange is structured shall be
mutually acceptable to tax counsel for both Empire and Transferor (in the
exercise of such tax counsel's reasonable discretion).

     8. CERTAIN PRE-CLOSING COVENANTS.

          (a) Empire covenants that during the term of this Agreement it shall,
and it shall cause its subsidiaries to, operate in the ordinary course of
business consistent with past practice. Without limiting the foregoing, Empire
shall not, and shall not permit any of its subsidiaries to, directly or
indirectly change its or their respective capital structure (except that Empire

                                      -6-



may issue capital stock that complies with the definition of Excluded Shares set
forth in Section 4 herein), pay or declare any dividends (except as dividends on
Empire's preferred stock as provided above) or distributions or repurchase or
otherwise acquire any of their capital stock or commit to do any of the
foregoing. Transferor agrees that, during the term of this Agreement, it shall,
and shall cause its subsidiaries to, operate the Resort Properties in the
ordinary course of business consistent with past practices.

          (b) Subject to the terms and conditions provided herein and to
applicable laws, each of the parties shall use its commercially reasonable
efforts to take, or cause to be taken, all actions, and do, or cause to be done,
and assist and cooperate with the other party in doing, in the most expeditious
manner practicable, all things necessary, proper or advisable to ensure that the
conditions set forth in Section 12 hereof are satisfied and to consummate the
transactions contemplated hereby. Without limiting the generality of the
foregoing, each of Empire and Transferor shall: (i) use their commercially
reasonable efforts to cooperate with one another in (A) timely making any
filings and notifications that are required to be made under applicable laws in
connection with gaming approvals and any other consents, licenses, approvals,
permits, waivers, orders or authorizations that are required to be obtained
under applicable laws from governmental entities or other persons in connection
with the consummation of the transactions contemplated by this Agreement, and
(B) as promptly as practicable, responding to any request for information from
such governmental entities or such other persons; (ii) use its commercially
reasonable efforts to avoid the entry of, or to have vacated, lifted, reversed,
overturned or terminated, any order, judgment, injunction or decree (whether
temporary, preliminary or permanent) or any other judicial, administrative or
legislative action or proceeding that would restrain, prevent or delay the
closing of the transactions contemplated by this Agreement, including, without
limitation, defending through litigation on the merits any claim asserted in any
court by any party; and (iii) use its commercially reasonable efforts to take
any steps necessary to avoid or eliminate any impediment under any applicable
law that may be asserted by any governmental entity or private party with
respect to the transactions contemplated by the Agreement so as to enable the
Closing to occur as soon as reasonably practicable after the date hereof.

          (c) Transferor agrees to use all commercially reasonable efforts to
obtain the approval to this transaction of the Bankruptcy Court having
jurisdiction over the bankruptcy proceeding involving Frontline Capital Corp.
("Frontline"), which approval is a condition to Transferor's obligation to close
hereunder. In furtherance of the foregoing, Transferor and its members covenant
to cause Frontline to (x) promptly petition the Bankruptcy Court for such
approval, and (y) recommend that the Bankruptcy Court approve this transaction.
Notwithstanding the foregoing, in the event that the Bankruptcy Court
disapproves this transaction, then Transferor, upon written notice to Empire
given within ten (10) days after such disapproval, shall have the right to
terminate this Agreement, whereupon (i) this Agreement shall terminate and
neither party shall have any further rights or obligations hereunder, and (ii)
the Option (as defined in the Option Agreement) shall not be exercisable
thereafter.

     9. GAMING FACILITIES. It is the preference of the parties that, subsequent
to the Closing, (a) any Gaming Facility to be developed and operated by Empire
in conjunction with the Seneca Cayuga Nation be located at the Concord, and (b)
any Gaming Facility to be developed and operated by Empire in conjunction with

                                      -7-




the Cayuga Nation be located at the Monticello Raceway.

     10. RESTRICTIONS REGARDING CERTAIN OTHER TRANSACTIONS.

          (a) Empire agrees that neither it nor any of its subsidiaries nor any
of the officers and directors of it or its subsidiaries shall, and that it shall
cause its and its subsidiaries' employees, agents and representatives (including
any investment banker, attorney or accountant ("Representatives") retained by it
or any of its subsidiaries) not to, directly or indirectly, initiate or solicit
any inquiries or the making of any proposal or offer with respect to (i) a
merger, reorganization, share exchange, consolidation or similar transaction
involving Empire or any of its subsidiaries, (ii) any purchase of an equity
interest representing an amount equal to or greater than a 15% voting or
economic interest in Empire and its subsidiaries taken as a whole or (iii) any
purchase of assets, securities or ownership interests representing an amount
equal to or greater than 15% of the consolidated assets of Empire and its
subsidiaries taken as a whole (any such proposal or offer being hereinafter
referred to as an "Acquisition Proposal"). Empire further agrees that neither it
nor any of its subsidiaries nor any of the officers and directors of it or its
subsidiaries shall, and that it shall cause its and its subsidiaries' employees,
agents and Representatives not to, directly or indirectly, engage in any
negotiations concerning, or provide any confidential information or data to, or
have any discussions with, any person or entity relating to an Acquisition
Proposal; provided, however, that the foregoing shall not prevent Empire or its
Board of Directors from (x) complying with its disclosure obligations under
Sections 14d-9 and 14e-2 of the Securities Exchange Act of 1934 with regard to
an unsolicited Acquisition Proposal; provided, however, that if such disclosure
has the effect of withdrawing, modifying or qualifying the recommendation of its
Board of Directors in a manner adverse to Transferor or the approval of the
transactions contemplated by this Agreement by the Board of Directors of Empire,
Transferor shall have the right to terminate this Agreement, after which
termination the Option Agreement shall remain in full force and effect and the
Grantee under the Option Agreement shall thereafter have the right to exercise
the Option; and (y) at any time prior to, but not after, the time the
transactions contemplated by this Agreement are adopted by holders of shares of
capital stock of Empire, (A) providing information in response to a request
therefore by a person or entity who has made an unsolicited bona fide written
Acquisition Proposal if the Board of Directors of Empire receives from the
person or entity so requesting such information an executed confidentiality
agreement on customary terms; or (B) engaging in any negotiations or discussions
with any person or entity who has made an unsolicited bona fide written
Acquisition Proposal if the Board of Directors of Empire receives from such
person or entity an executed confidentiality agreement on customary terms; if
and only to the extent that, (1) in each such case referred to in clause (A) or
(B) above, the Board of Directors of Empire reasonably determines in good faith
after consultation with outside legal counsel that such action is necessary in
order for its directors to comply with their respective fiduciary duties under
applicable law, (2) in each case referred to in clause (A) or (B) above, the
Board of Directors of Empire reasonably determines in good faith (after
consultation with its financial advisor and outside counsel) that such
Acquisition Proposal, if accepted, is reasonably likely to be consummated,
taking into account all legal, financial and regulatory aspects of the proposal,
the likelihood of obtaining financing, and the person or entity making the
proposal, and if consummated, would result in a transaction more favorable to
Empire's stockholders from a financial point of view than the transaction
contemplated by this Agreement taking into account any change in any proposal

                                      -8-




proposed by Transferor and (3) in the case of clause (A) and (B), Transferor
shall have had written notice of Empire's intention to take the action referred
to in clause (A) or (B) at least five business days prior to the taking of such
action by Empire; provided, that any more favorable Acquisition Proposal
referred to in clause (A) or (B) above must involve 50% rather than the 15% used
in the definition of Acquisition Proposal (any such more favorable Acquisition
Proposal is referred to in this Agreement as a "Superior Proposal"). Empire
agrees that it will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any person or entity conducted
heretofore with respect to any Acquisition Proposal. Empire agrees that it will
take the necessary steps to promptly inform the individuals or entities referred
to in the first sentence of this Section of the obligations undertaken in this
Section. Empire agrees that it will notify Transferor promptly, but in any event
within 48 hours if any such inquiries, proposals or offers are received by, any
such information is requested from, or any such discussions or negotiations are
sought to be initiated or continued with, it or any of its Representatives
indicating, in connection with such notice, the name of such person or entity
and the material terms and conditions of any proposals or offers and thereafter
shall keep Transferor informed on a current basis, and, in any event, within 48
hours of any changes in the status and terms of any such proposals or offers,
including whether any such proposal has been withdrawn or rejected. Empire also
agrees to provide any information to Transferor that it is providing to another
person or entity at substantially the same time it provides it to such other
person or entity and that it will promptly request each person or entity that
has heretofore executed a confidentiality agreement in connection with its
consideration of a transaction with Empire to return all confidential
information furnished prior to the execution hereof to or for the benefit of
such person or entity by or on behalf of it or any of its subsidiaries.

          (b) During the term of this Agreement, (i) Empire shall work
exclusively with Transferor (and Indian tribes) in connection with any
transaction involving the direct or indirect acquisition by Empire of hotel,
gaming or resort properties in the Catskills ("Catskills Acquisition"), and (ii)
Empire shall not solicit, contact, facilitate or engage in discussions or
negotiations with any third party (other than Transferor and Indian tribes) with
respect to any Catskills Acquisition.

          (c) During the term of this Agreement, (i) Transferor shall work
exclusively with Empire in connection with any transaction involving the direct
or indirect transfer by Transferor of hotel, gaming or resort properties in the
Catskills ("Catskills Transfer"), and (ii) Transferor shall not solicit,
contact, facilitate or engage in discussions or negotiations with any third
party (other than Empire) with respect to any Catskills Transfer.

          (d) Transferor agrees that neither Transferor, nor any of its
subsidiaries and affiliates, shall, for a period of twenty (20) years after the
Closing, (i) build, own or operate a Gaming Facility located on the Retained
Property, or (ii) build, own or operate a hotel located on the Retained Property
that is a competitor of a hotel developed on the Concord Property, provided that
Transferor or its subsidiaries or affiliates may build, own or operate a
boutique luxury hotel on the Retained Property (the parties hereby agreeing that
a boutique luxury hotel will be deemed not to be a competitor of a hotel
developed on the Concord Property). Other than as set forth in this Agreement,
Transferor's actions with respect to the Retained Property shall not be limited
or restricted pursuant to this Agreement.

                                      -9-




     11. ACCESS FOR DUE DILIGENCE. In connection with each party's due diligence
review and otherwise during the term of this Agreement, each party will give the
other party (and its consultants and representatives) reasonable access to its
books, records, contracts, agreements, financial information, documents,
personnel, and other relevant materials and information, subject to the
Confidentiality Agreement executed by the parties contemporaneously herewith,
and provided that any on-site inspections or testing shall have obtained the
approval of the party owning the applicable property (which approval shall not
be unreasonably withheld or delayed)

     12. CLOSING CONDITIONS.

          (a) Empire's obligation to close the transactions contemplated hereby,
including the issuance of the Purchase Shares and delivery thereof to
Transferor, is subject to the following conditions having been met as of the
Closing Date, except to the extent that the same may have been waived in writing
by Empire:

               (1) The conveyance of the Resort Properties to Empire and the
     issuance and delivery of the shares to be issued by Empire as consideration
     therefore shall have been approved by the shareholders of Empire in
     accordance with all applicable federal and state laws;

               (2) Each of the representations and warranties made by Transferor
     herein and in the Additional Agreements shall be true and correct in all
     material respects on the date made and as of the date of Closing as if made
     again on and as of the date of the Closing, except for such failures as
     would not have a material adverse effect;

               (3) The Resort Properties shall be conveyed to Empire and shall
     be free and clear of any and all liens and encumbrances other than
     Permitted Encumbrances;

               (4) No decision, order or similar ruling shall have been issued
     (and remain in effect) restraining or enjoining the transactions
     contemplated hereby;

               (5) The first to occur of either (1) (x) the execution of a
     definitive binding agreement between the Seneca Cayuga Nation and the State
     of New York settling all outstanding land claims in the State of New York
     (which agreement has all requisite United States approvals (either from
     Congress and/or the Department of the Interior)), (y) the execution of a
     binding Compact between the Seneca Cayuga Nation and the governor of New
     York, which Compact has been approved by the Department of the Interior of
     the United States (and which does not require further legislative approval
     by the legislature of the State of New York) and (z) all requisite United
     States approvals (either from Congress and/or the Department of Interior)
     to take land into trust for the benefit of the Seneca Cayuga Nation (and
     the consummation of the transfer to such trust) for the purpose of
     operating a Class III Gaming Facility, which land into trust would be from
     either the Monticello Property or the Concord Property, and any other
     federal approvals required to own or operate a Class III Gaming Facility,
     with all such agreements and approvals described in the preceding clauses
     (x), (y), and (z) being in full force and effect (collectively (x), (y) and
     (z), the "Requisite Seneca Cayuga Approvals"); and (2) (a) the execution of
     a definitive binding agreement between the Cayuga Nation and the State of

                                      -10-




     New York settling all outstanding land claims in the State of New York
     (which agreement has all requisite United States approvals (either from
     Congress and/or the Department of the Interior)), (b) the execution of a
     binding Compact between the Cayuga Nation and the governor of New York,
     which Compact has been approved by the Department of the Interior of the
     United States (and which does not require further legislative approval by
     the legislature of the State of New York) and (c) all requisite United
     States approvals (either from Congress and/or the Department of Interior)
     to take land into trust for the benefit of the Cayuga Nation (and the
     consummation of the transfer to such trust) for the purpose of operating a
     Class III Gaming Facility, which land into trust would be from either the
     Monticello Property or the Concord Property and any other federal approvals
     required to own or operate a Class III Gaming Facility, with all such
     agreements and approvals described in the preceding clauses (a), (b), and
     (c) being in full force and effect (collectively (a), (b) and (c), the
     "Requisite Cayuga Approvals", and together with the Requisite Seneca Cayuga
     Approvals, the "Requisite Approvals");

               (6) Any internal, third party or court approvals or consents
     required with respect to Empire shall have been obtained (and Empire
     represents that, to the best of its knowledge, such required approvals or
     consents are set forth on Schedule 1 hereto, provided that Empire shall
     have the right, prior to November 19, 2004, to deliver to Transferor an
     amended Schedule 1, setting forth any additional required consents and
     approvals);

               (7) There shall have been no material adverse change to (x) the
     properties, assets, business, prospects, or financial or other condition of
     the Resort Properties (or Transferor to the extent relevant to the
     transactions contemplated, including obtaining gaming licenses), or (y) the
     ability of Transferor to consummate the transactions described herein, from
     the date of completion by Empire of its due diligence review (referred to
     in clause (8) below) through the Closing Date, which determination shall be
     based upon (in the case of clause (x) above) the purposes for which the
     parties intend to develop, operate, use and maintain the Resort Properties
     after the Closing (and not the current use or operation of the Resort
     Properties); and

               (8) Empire shall have (x) completed a due diligence review with
     respect to the Resort Properties and Transferor, which due diligence must
     be completed prior to December 14, 2004 (subject to adequate access to
     documents and information having been provided by Transferor), and (y) in
     performing such due diligence review, Empire shall not have found any
     information (whether or not arising under applicable law) that materially
     and adversely affects (i) the utility or value of the Resort Properties,
     which determination shall be based upon the purposes for which the parties
     intend that the Resort Properties be developed, operated, used and
     maintained after the Closing (and not the current utility or value of the
     Resort Properties), or (ii) the ability of Transferor to consummate the
     transactions contemplated hereby (including in accordance with applicable
     law).

               (9) Transferor shall have performed all of its obligations and
     covenants under this Agreement, the failure of which to be performed shall
     have a material adverse effect on the ability of the parties to consummate

                                      -11-




     the transactions contemplated hereby.

          (b) Transferor's obligation to close the transactions contemplated
hereby, including the transfer of the Resort Properties to Empire, is subject to
the following conditions having been met as of the Closing Date, except to the
extent that the same have been waived in writing by Transferor:

               (1) The Purchase Shares shall be issued to Transferor and shall
     be free and clear of all liens and encumbrances;

               (2) Each of the representations and warranties made by Empire
     herein and in the Additional Agreements shall be true and correct in all
     material respects on the date made and as of the date of Closing as if made
     again on and as of the date of the Closing, except for such failures as
     would not have a material adverse effect;

               (3) No decision, order or similar ruling shall have been issued
     (and remain in effect) restraining or enjoining the transactions
     contemplated hereby;

               (4) There shall have been no material adverse change to (x) the
     properties, assets, business, prospects, or financial or other condition of
     Empire, or (y) the ability of Empire to consummate the transactions
     described herein, from the date of completion by Transferor of its due
     diligence review (referred to in clause (7) below) through the Closing
     Date, which determination shall be based upon (in the case of clause (x)
     above) the hospitality and gaming business intended to be conducted by
     Empire at the Resort Properties after receipt of the Requisite Approvals
     (and not the current properties, assets, business, prospects, or financial
     or other condition of Empire);

               (5) The Requisite Seneca Cayuga Approvals or the Requisite Cayuga
     Approvals shall have been obtained and shall remain in full force and
     effect;

               (6) Any internal, third party or court approvals or consents
     required with respect to Transferor shall have been obtained (and
     Transferor represents that, to the best of its knowledge, such approvals or
     consents are set forth on Schedule 2 hereto, provided that Transferor shall
     have the right, prior to November 19, 2004, to deliver to Empire an amended
     Schedule 2, setting forth any additional required consents and approvals);
     and

               (7) Transferor shall have (x) completed a due diligence review
     with respect to Empire, which due diligence review must be completed prior
     to December 14, 2004 (subject to adequate access to documents and
     information having been provided by Empire), and (y) in performing such due
     diligence review, Transferor shall not have found any information (whether
     or not disclosed in Empire's public filings or arising under applicable
     law) that materially and adversely affects (i) the properties, assets,
     business, prospects, or financial or other condition of Empire, or (ii) the
     ability of Empire to consummate the transactions described herein
     (including in accordance with applicable law) and the ability of Transferor
     to obtain necessary governmental approvals to consummate the issuance of
     the Purchase Shares to Transferor, which determination shall be based upon

                                      -12-




     (in the case of clause (i) above) the hospitality and gaming business
     intended to be conducted by Empire at the Resort Properties after receipt
     of the Requisite Approvals (and not the current properties, assets,
     business, prospects, or financial or other condition of Empire).

               (8) Empire shall have performed all of its obligations and
     covenants under this Agreement and the Empire Shareholders (as hereinafter
     defined) shall have performed all of their obligations under the Empire
     Shareholders Agreement (as hereinafter defined), the failure of which to be
     performed shall have a material adverse effect on the ability of the
     parties to consummate the transactions contemplated hereby.

     13. FAILURE OF CONDITIONS; CERTAIN TERMINATION RIGHTS.

          (a) Subject to this Section 13, in the event that the conditions to
either party's obligation to close hereunder shall not have been satisfied by
August 31, 2005 (for reasons other than a breach or default under this Agreement
by such party), then such party may elect to terminate this Agreement by written
notice to the other party given on or after September 1, 2005 but not later than
September 20, 2005, and if such notice is timely delivered then this Agreement
shall terminate and be of no further force or effect, and neither party shall
have any further rights or obligations hereunder.

          (b) In the event that this Agreement shall terminate in accordance
with its terms, then the Option Agreement shall remain in full force and effect
in accordance with its terms and shall continue to be fully binding on the
parties thereto, and the Option may thereafter be exercised by the Grantee under
the Option Agreement. Notwithstanding the foregoing, the Option shall not be
exercisable by the Grantee under the Option Agreement following the termination
of this Agreement (i) by Empire pursuant to Section 13(a) due to the failure of
the closing conditions set forth in Sections 12(a)(2), 12(a)(3), 12(a)(4),
12(a)(5), 12(a)(7), 12(a)(8) or 12(a)(9) to be satisfied; (ii) by Transferor
pursuant to Section 13(a) due to the failure of the closing conditions set forth
in Section 12(b)(3), 12(b)(4), 12(b)(5), 12(b)(6) or 12(b)(7) to be satisfied,
or (iii) by Empire pursuant to Section 14(b) following a material default
hereunder by Transferor.

          (c) In the event Empire shall terminate this Agreement in accordance
with Section 13(a) due to the failure of the condition set forth in Section
12(a)(6) to be satisfied, Empire shall not solicit, contact, facilitate or
engage in discussions or negotiations with any third party (other than
Transferor and Indian tribes) with respect to any Catskills Acquisition for a
period of eighteen (18) months following such termination.

          (d) Notwithstanding anything to the contrary in Section 13(a) hereof,
in the event that Transferor shall terminate this Agreement pursuant to Section
12(b)(6) (other than due to the failure to obtain Bankruptcy Court approval of
this transaction as described in Section 8(c) hereof), then Transferor shall not
solicit, contact, facilitate or engage in discussions or negotiations with any
third party (other than Empire) with respect to any Catskills Transfer for a
period of eighteen (18) months following such termination.

                                      -13-




          (e) In the event that one or more closing conditions shall not have
been satisfied as of August 31, 2005, but such closing conditions are reasonably
capable of being satisfied within sixty (60) days thereafter, then at the
election of either party, such August 31, 2005 date shall be extended to a date
not later than October 31, 2005, and each party (or the applicable party) shall
use its commercially reasonable efforts to satisfy such closing conditions prior
to such extended outside date. If such closing conditions shall not be satisfied
by such extended outside date, then either party shall have a right to terminate
after such extended outside date pursuant to the procedure set forth in Section
13(a), provided that in such event the termination notice shall be given within
twenty (20) days after such extended outside date. If such closing conditions
(and all other closing conditions) shall have been satisfied prior to such
extended outside date, then the Closing shall occur contemporaneously with the
satisfaction of the last such closing condition (or as soon as practicable
thereafter), as contemplated in Section 7(a).

          (f) With respect to the required consent from the holders of Empire's
convertible bonds, as set forth on Schedule 1 hereof, relating to the proposed
assumption of certain debt by Empire at Closing, if the parties determine that
such consent is unlikely to be obtained by Empire, then the parties shall
reasonably cooperate to restructure the transaction, with no adverse effect on
either party, in such manner as to eliminate the requirement of such consent
(which restructuring may include, without limitation, the pay-off of debt by
Transferor and an increase in the number of Purchase Shares or other
consideration to Transferor in respect of such pay-off).

          (g) If the shareholders of Empire shall fail to approve this
transaction at the Stockholders Meeting, if (other than as a result of delays in
the SEC review process) Empire shall fail for any reason to submit the
transactions contemplated hereby for shareholder approval by August 20, 2005, or
if the Board of Directors of Empire changes its favorable recommendation with
respect to this transaction, then Transferor shall, upon written notice to
Empire, have the right to terminate this Agreement, provided that, in such
event, the Option Agreement shall remain in full force and effect and shall be
fully binding upon the parties following any such termination of this Agreement
by Transferor, and the Option may thereafter be exercised by the Grantee under
the Option Agreement.

          (h) In the event that the due diligence condition for Empire set forth
in Section 12(a)(8), or the due diligence condition for Transferor set forth in
Section 12(b)(7), shall not be satisfied as of the completion of due diligence
on December 14, 2004, then Empire or Transferor, as the case may be, shall have
the right to terminate this Agreement upon written notice to the other party
given not later than December 17, 2004, whereupon this Agreement shall terminate
and neither party shall have any further rights or obligations hereunder, and
the Option shall not thereafter be exercisable by the Grantee under the Option
Agreement.

          (i) In the event that (x) a material adverse change with respect to
Transferor shall occur as set forth in Section 12(a)(7), or (y) a material
adverse change with respect to Empire shall occur as set forth in Section
12(b)(4), then Empire (in the case of (x) above) or Transferor (in the case of
(y) above) shall give written notice (such party being hereinafter referred to
as the "MAC Notice Party") to the other party promptly after obtaining knowledge
of such material adverse change, and if such material adverse change shall not
be substantially cured (in the reasonable judgment of the MAC Notice Party)

                                      -14-




within sixty (60) days after delivery of such notice, then the MAC Notice Party
shall have the right to terminate this Agreement upon written notice to the
other party, whereupon this Agreement shall terminate and neither party shall
have any further rights or obligations under this Agreement, and the Option
shall not thereafter be exercisable by the Grantee under the Option Agreement.

          (j) Notwithstanding anything to the contrary herein, the provisions of
this Section 13 shall survive the termination of this Agreement.

     14. DEFAULT.

          (a) If Empire shall default in the performance of its material
obligations under this Agreement (including, without limitation, the obligations
of Empire pursuant to Sections 6 and 10 hereof), and if such default is not
cured by Empire within fifteen (15) business days after written notice thereof
from Transferor to Empire, then Transferor shall have the right, at Transferor's
option, to (x) sue Empire for actual damages suffered by Transferor as a result
of such default, (y) institute a suit against Empire for specific performance of
Empire's obligations under this Agreement and/or (z) if the default has a
material adverse effect, terminate this Agreement (provided that the remedies
described in clauses (x), (y) and (z) may be sought by Transferor in the
alternative in any pleadings or related documents to the extent permitted by
law). In the event that the Transferor does not terminate this Agreement
following a default by Empire, Transferor shall have the right to sue Empire for
an amount equal to damages multiplied by 166%. In the event of such an uncured
material default, and until such time as Transferor shall obtain a
non-appealable judgment of specific performance against Empire, then (i) the
Option Agreement shall remain in full force and effect in accordance with its
terms and shall continue to be fully binding on the parties thereto, (ii) and
Empire shall not solicit, contact, facilitate or engage in discussions or
negotiations with any third party (other than Transferor) with respect to any
Catskills Acquisition for a period of eighteen (18) months following the
initiation of any such suit for damages or specific performance. Following any
termination of this Agreement by Transferor as described in this Section 14(a)
arising from a default that has a material adverse effect, the Grantee under the
Option Agreement shall have the right to exercise the Option.

          (b) If Transferor shall default in the performance of its material
obligations under this Agreement (including, without limitation, its obligations
under Section 8(c) hereof), and if such default is not cured by Transferor
within fifteen (15) business days after written notice thereof from Empire to
Transferor, then Empire shall have the right, at Empire's option, to (x) sue
Transferor for actual damages suffered by Empire as a result of such default,
(y) institute a suit against Transferor for specific performance of Transferor's
obligations under this Agreement and/or (z) if the default has a material
adverse effect, terminate this Agreement (provided that the remedies described
in clauses (x), (y) and (z) may be sought by Empire in the alternative in any
pleadings or related documents to the extent permitted by law). In the event
that the Empire does not terminate this Agreement following a default by
Transferor, Empire shall have the right to sue Transferor for damages. In the
event of such an uncured material default by Transferor, and until such time as
Empire shall obtain a non-appealable judgment of specific performance against
Transferor, then Transferor shall not solicit, contact, facilitate or engage in
discussions or negotiations with any third party (other than Empire) with
respect to any Catskills Transfer for a period of eighteen (18) months following

                                      -15-




the initiation of any such suit for damages or specific performance. Following
any termination of this Agreement by Empire as described in this Section 14(b)
arising from a default that has a material adverse effect, the Option shall not
be exercisable by Grantee under the Option Agreement.

          (c) Notwithstanding anything to the contrary herein, the provisions of
this Section 14 shall survive the termination of this Agreement.

     15. DISPUTE RESOLUTION. Any claim or dispute between the parties
(including, without limitation, any dispute with respect to the terms and
conditions of any of the Additional Agreements) arising under this Agreement
shall be definitively resolved by binding arbitration. Upon written notice from
either party that such party desires to submit a claim or dispute to
arbitration, the parties shall attempt to mutually agree upon one reputable,
independent arbitrator to arbitrate such claim or dispute. If the parties shall
mutually agree on such arbitrator, then such arbitrator shall be directed to
conduct the arbitration and make a final decision within thirty (30) days after
being appointed. In the event that the parties shall be unable to agree upon one
arbitrator within five (5) business days after delivery of such written notice,
then either party shall have the right to submit such claim or dispute to
binding arbitration by JAMS (formerly Judicial Arbitration and Mediation
Services) and JAMS shall be instructed to conduct such arbitration on an
expedited basis. The parties shall share any costs relating to any such
arbitration. Notwithstanding anything to the contrary herein, the determination
in any such arbitration proceeding shall be final and binding upon the parties.
The provisions of this Section 15 shall survive the termination of this
Agreement.

     16. MUTUAL REPRESENTATIONS. Each party represents and warrants that (i) it
is duly organized, validly existing and in good standing under the laws of the
State of its organization and has all requisite power and authority, (ii) it has
the corporate power and authority to execute and deliver, and taken all
necessary corporate action to authorize the execution, delivery and performance
of, this Agreement, and has all authorizations, licenses, permits and
certifications, necessary for it to own its properties and assets and to carry
on its business as it is now being conducted, (iii) the execution and delivery
by each party of, and the performance and compliance by each party with, the
terms and provisions of this Agreement do not violate in any material respect
any term, condition or provision of (A) such party's organizational or governing
documents; (B) any judgment, order, injunction, decree, regulation or ruling of
any court or other governmental authority to which such party is subject; or (C)
any agreement or contract by which such party is bound, except with respect to
those consents or approvals set forth on Schedules 1 and 2 hereof (as such
Schedules may be supplemented in accordance with the terms hereof); and (iv) no
broker, finder, agent or similar intermediary is entitled to any broker's,
finder's, placement or similar fee or other commission in connection with the
transactions contemplated hereby based on any agreement, arrangement or
understanding with such party.

     17. GOVERNING LAW AND OTHER PROVISIONS. This Agreement is to be governed by
the laws of the State of New York. The agreements contained herein and the
rights, duties and obligations hereunder may not be assigned or delegated by
either party without the prior written consent of the other party hereto. This
Agreement may be executed in counterparts. Notwithstanding anything to the
contrary herein, the provisions of this Section 17 shall survive the termination
of this Agreement.

                                      -16-




     18. CONFIDENTIALITY; RELEASE OF INFORMATION.

          (a) Each party agrees to keep all information with respect to this
Agreement (including, without limitation, information concerning the existence
or the nature of any discussions or negotiations (i) between the parties, (ii)
by any party or their agents with any sovereign Indian tribe or nation, (iii) by
any party or their agents with any Federal or State official or agency or (iv)
by any party or their agents with any nationally recognized gaming company)
confidential, except (x) as expressly agreed upon by the parties, (y)
disclosures to Federal, state and Indian tribal officials or agencies or a
nationally recognized gaming company for the sole purpose of furthering the
goals contemplated by this Agreement and (z) except for disclosures required by
law, by any court or by the rules of the Nasdaq or any stock exchange upon which
the shares of Empire or any affiliate of Transferor are then traded (which to
the extent reasonably practicable shall be made only after reasonable notice to
and consultation with the other party). With respect to any disclosure pursuant
to clause (y), the parties will inform the person or persons to whom disclosure
is made of the confidential nature of such information and will use commercially
reasonable efforts to obtain the agreement of such person or persons to maintain
the confidentiality of the information disclosed. Any press release or other
public announcement of the transactions contemplated by this Agreement will be
subject to the reasonable approval of both parties, except with respect to
legally required publicly filed documents of Empire (in which event Empire shall
endeavor to give Transferor a reasonable opportunity to review such documents
prior to their public filing). Notwithstanding anything to the contrary in this
Agreement, the provisions of this Section 18 shall survive the termination of
this Agreement.

          (b) In addition to, and not in limitation of the foregoing, the
parties confirm that they have entered into a Confidentiality Agreement, dated
as of the date hereof, which Confidentiality Agreement remains in full force and
effect.

     19. BINDING AGREEMENT. This Agreement is intended to be fully binding on
Transferor and Empire. In amplification of and not in limitation of the
foregoing, the parties shall use reasonable and good faith efforts to finalize
and execute the Additional Agreements (which agreements shall be consistent with
the terms of this Agreement) as soon as practicable, and in any event prior to
December 23, 2004, provided that the failure of the parties to enter into the
Additional Agreements shall in no way affect or impair the binding nature of
this Agreement, and this Agreement shall remain in full force and effect
regardless of whether the Additional Agreements are finalized and/or executed.


                  [Remainder of page intentionally left blank]

                                      -17-




     Please indicate your agreement to the foregoing by signing this Agreement
in the space below.


                                  Yours truly,

                                  EMPIRE RESORTS, INC.


                                  By: /s/ Morad Tahbaz
                                     -------------------------------------------
                                     Name:   Morad Tahbaz
                                     Title:  President


ACCEPTED AND AGREED:

CONCORD ASSOCIATES
LIMITED PARTNERSHIP


By: Convention Hotels, Inc., its General Partner



By:   /s/ Louis R. Cappelli
    --------------------------------------------
      Name:  Louis R. Cappelli
      Title:  President


SULLIVAN RESORTS, LLC

By: Catskill Resort Group, LLC
    as Managing Member

    By:  Cappelli Resorts LLC, as Managing Member


         By: /s/ Louis R. Cappelli
            ------------------------------------
            Louis R. Cappelli, Managing Member

    By:  Melville-Catskill, LLC, as Managing Member

         By:  Reckson Strategic Venture Partners, LLC,
              as Managing Member


              By: /s/ Scott Rechler
                 ------------------------------------
                 Scott Rechler, Authorized Signatory


                                      -18-

EX-10

                                                                    Exhibit 10.1


                                                                  EXECUTION COPY


                             STOCK OPTION AGREEMENT


     STOCK OPTION AGREEMENT ("OPTION AGREEMENT") dated November 12, 2004,
between EMPIRE RESORTS, INC., a Delaware corporation, having an address at
Monticello Raceway, Route 17B, Monticello, New York 12701 ("ISSUER"), and
CONCORD ASSOCIATES LIMITED PARTNERSHIP, a New York limited partnership having an
address at 115 Stevens Avenue, Valhalla, New York 10595 ("GRANTEE").

                                    RECITALS

     WHEREAS, Issuer and Grantee are parties to that certain letter agreement
(as amended or supplemented from time to time, the "LETTER AGREEMENT"), dated
the date hereof, pursuant to which Issuer and Grantee have set forth their
agreement with respect to the Resort Properties and the Purchase Shares (as such
terms are defined in the Letter Agreement); the Letter Agreement provides, among
other things, that Issuer shall acquire the Resort Properties from Grantee (the
"TRANSFER") and Issuer shall issue the Purchase Shares to Grantee, in accordance
with the terms and conditions set forth in the Letter Agreement; and

     WHEREAS, as a condition to Grantee's entering into the Letter Agreement,
Grantee has required that Issuer agree, and Issuer has agreed, to grant to
Grantee the Option (as defined below).

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the adequacy of
which is hereby acknowledged and agreed, the parties hereto agree as follows:

     1. CAPITALIZED TERMS. Capitalized terms herein that are not defined in this
Option Agreement shall have the meanings set forth in Annex A hereto.

     2. THE OPTION.

     (a) GRANT OF THE OPTION. Issuer hereby grants to Grantee an irrevocable
option (the "OPTION") to purchase up to 5,188,913 (as adjusted as set forth
herein) authorized and unissued shares of Issuer Common Stock (the "OPTION
SHARES") at a price per share equal to $7.50 (the "EXERCISE PRICE") payable in
cash as provided in Section 2(d).

     (b) OPTION TERM. The Option shall be exercisable at any time and from time
to time following the occurrence of an Exercise Event and shall remain in full
force and effect until the earliest to occur of (i) the consummation of the
Transfer, (ii) the date which is 180 days after the receipt by Grantee of
written notice from Issuer of the occurrence of an Exercise Event and (iii) the
third anniversary of the date hereof (the "OPTION TERM"); provided that with
respect to clauses (ii) and (iii) of this Section 2(b), if the Option cannot be
exercised before the expiration of the applicable period described in clause
(ii) or (iii) as a result of any injunction, order or similar restraint issued
by a court of competent jurisdiction, or if prior notification to, or
Authorization of, any governmental or tribal authority is required in connection
with such exercise, such period shall be extended so that it shall expire on the
10th Business Day after such injunction, order or restraint shall have been
dissolved or when such injunction, order or restraint shall have become
permanent and no longer subject to appeal, or after such prior notification to,
or Authorization of, any governmental or tribal authority is given or obtained,
as the case may be; provided, that if any prior notification to, or
Authorization of, any governmental or tribal authority is required in connection
with such exercise, Grantee and, if applicable, Issuer shall promptly file the
required notice or application for Authorization and Grantee, with the
cooperation of Issuer, shall expeditiously process the same. If the Option is
not theretofore exercised, in whole or in part, the rights and obligations set
forth in this Option Agreement shall terminate at the expiration of the Option
Term.

     (c) EXERCISE OF THE OPTION.

     (i) Grantee may exercise the Option, in whole or in part, at any time and
from time to time during the Option Term. Notwithstanding the expiration of the
Option Term, Grantee shall be entitled to purchase those Option Shares with
respect to which it has exercised the Option in accordance with the terms hereof
prior to the expiration of the Option Term.

     (ii) If Grantee wishes to exercise the Option, it shall send a written
notice (an "EXERCISE NOTICE") (the date of which being herein referred to as the
"NOTICE DATE") to Issuer specifying (A) the total number of the Option Shares it
intends to purchase pursuant to such exercise and (B) a place and a date (the
"OPTION CLOSING DATE") not earlier than three Business Days nor later than 60
calendar days from the Notice Date for the closing of the purchase and sale
pursuant to the Option (the "OPTION CLOSING").

     (iii) If the Option Closing cannot be effected by reason of any applicable
judgment, decree, order, law or regulation, the Option Closing Date shall be
extended to the 10th Business Day (or such earlier time as Grantee may specify)
following the expiration or termination of the restriction imposed by such
judgment, decree, order, law or regulation. Without limiting the foregoing, if
prior notification to, or Authorization of, any governmental or tribal authority
is required in connection with the purchase of such Option Shares, Grantee and,
if applicable, Issuer shall promptly file the required notice or application for
Authorization and Grantee, with the cooperation of Issuer, shall expeditiously
process the same, and the Option Closing Date shall be extended to the 10th
Business Day from the date on which, as the case may be, (i) any required
notification period has expired or been terminated or (ii) such Authorization
has been obtained, and in either event, any requisite waiting period has passed.

     (iv) In the event Grantee receives official notice that an Authorization of
any governmental or tribal authority required for the purchase of Option Shares
would not be issued or granted, Grantee shall be entitled, to the extent legally
permitted, either (x) to exercise the Option in connection with the resale of
Issuer Common Stock or other securities pursuant to a registration statement as
provided in Section 5 or otherwise, or (y) to assign, in whole or in part, this
Option Agreement, or the rights, interests or obligations under this Option
Agreement, including the right to exercise the Option, to one or more third
parties. The provisions of this Section 2(c) and Section 3 shall apply with
appropriate adjustments to any such exercise.

     (v) Without limiting the foregoing, the parties hereto shall use their
reasonable best efforts and cooperate in good faith to satisfy, comply with
and/or bring to fruition, the Option Closing.

                                       2




     (vi) Without limiting the foregoing, with respect to any consent required
to exercise the Option and/or acquire or own any or all of the Option Shares, if
the parties determine that such consent is unlikely to be obtained by Grantee,
then the parties shall reasonably cooperate to restructure the transaction, with
no adverse effect on either party, in such manner as to remove the impediment to
such consent and to provide Grantee with the same economic benefits as currently
provided in this Option Agreement.

     (d) PAYMENT AND DELIVERY OF CERTIFICATES.

     (i) At each Option Closing, Grantee shall pay to Issuer in immediately
available funds by wire transfer to a bank account designated by Issuer an
amount equal to the Exercise Price multiplied by the number of the Option Shares
to be purchased on such Option Closing Date.

     (ii) At each Option Closing, simultaneously with the delivery of
immediately available funds as provided above, Issuer shall deliver to Grantee a
certificate or certificates representing the Option Shares to be purchased at
such Option Closing, which the Option Shares shall be duly authorized, validly
issued, fully paid and nonassessable and free and clear of all claims, liens,
charges, encumbrances and security interests.

     (iii) Without limiting the foregoing, upon the giving by Grantee to Issuer
of an Exercise Notice and the tender of the applicable purchase price in
immediately available funds, Grantee shall be deemed to be the holder of record
of the shares of Issuer Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of Issuer shall then be closed or
that certificates representing such shares of Issuer Common Stock shall not then
be actually delivered to Grantee. Issuer shall pay all expenses, and any and all
United States federal, state and local taxes and other charges that may be
payable in connection with the preparation, issue and delivery of stock
certificates under this Section 2 in the name of Grantee or its successor or
permitted assigns.

     (e) CERTIFICATES. Certificates for the Option Shares delivered at each
Option Closing shall be endorsed with a restrictive legend that shall read
substantially as follows:

     THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
     RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
     PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT DATED AS OF NOVEMBER 12,
     2004. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF
     WITHOUT CHARGE UPON RECEIPT BY EMPIRE RESORTS, INC. OF A WRITTEN REQUEST
     THEREFOR.

A new certificate or certificates evidencing the same number of shares of Issuer
Common Stock will be issued to Grantee in lieu of the certificate bearing the
above legend, and such new certificate shall not bear such legend, insofar as it
applies to the Securities Act, if Grantee shall have delivered to Issuer a copy
of a letter from the staff of the Securities and Exchange Commission, or an
opinion of counsel in form and substance reasonably satisfactory to Issuer, to
the effect that such legend is not required for purposes of the Securities Act.

                                       3




     (f) If at the time of issuance of any Issuer Common Stock pursuant to any
exercise of the Option, Issuer shall have issued any share purchase rights or
similar securities to holders of Issuer Common Stock, then each Option Share
purchased pursuant to the Option shall also include rights with terms
substantially the same as and at least as favorable to Grantee as those issued
to other holders of Issuer Common Stock.

     3. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.

     (a) In the event of any change in Issuer Common Stock by reason of a stock
dividend, stock split, split-up, merger, consolidation, combination,
recapitalization, conversion, exchange of shares, extraordinary or liquidating
dividend or similar transaction, the type and number of shares or securities
subject to the Option and the Exercise Price therefor shall be adjusted
appropriately, and proper provision shall be made in the agreements governing
such transaction, so that Grantee shall receive upon exercise of the Option the
same class and number of outstanding shares or other securities or property that
Grantee would have received in respect of Issuer Common Stock if the Option had
been exercised immediately prior to such event, or the record date therefor, as
applicable.

     (b) If any additional shares of Issuer Common Stock are issued after the
date of this Option Agreement (other than pursuant to an event described in
Section 3(a) above and other than Excluded Shares), the number of shares of
Issuer Common Stock then remaining subject to the Option shall be adjusted so
that, after such issuance of additional shares, such number of shares then
remaining subject to the Option, together with shares theretofore issued
pursuant to the Option, equals 19.9% of the number of shares of Issuer Common
Stock (other than Excluded Shares) then issued and outstanding.

     (c) To the extent any of the provisions of this Option Agreement apply to
the Exercise Price, they shall be deemed to refer to the Exercise Price as
adjusted pursuant to this Section 3.

     4. [Intentionally Omitted]

     5. REGISTRATION RIGHTS.

     (a) Issuer shall, if requested by Grantee at any time and from time to time
during the Registration Period, as expeditiously as practicable, prepare, file
and cause to be made effective up to three registration statements under the
Securities Act in connection with the offering, sale and delivery of any or all
shares of Issuer Common Stock or other securities that have been acquired by or
are issuable to Grantee upon exercise of the Option in accordance with the
intended method of sale or other disposition stated by Grantee, including, at
the sole discretion of Issuer, a "shelf" registration statement under Rule 415
under the Securities Act or any successor provision. Issuer shall use all best
efforts to qualify such shares or other securities under any applicable state
securities laws. Issuer shall use all best efforts to cause each such
registration statement to become effective as soon as practicable, to obtain all
consents or waivers of other parties that are required therefor as soon as
practicable and to keep such registration statement effective for such period
not in excess of 180 days from the date such registration statement first
becomes effective as may be reasonably necessary to effect such sale or other
disposition. The obligations of Issuer hereunder to file a registration

                                       4




statement and to maintain its effectiveness may be suspended for a period of
time (not in excess of 60 days) if the Board of Directors of Issuer shall have
determined in reasonable, good faith that the filing of such registration or the
maintenance of its effectiveness would require disclosure of nonpublic
information that would materially and adversely affect Issuer (but in no event
shall Issuer exercise such suspension right more than once in any twelve month
period). For purposes of determining whether three requests have been made under
this Section 5, only requests relating to a registration statement that has
become effective under the Securities Act and pursuant to which Grantee has
disposed of all shares covered thereby in the manner contemplated therein shall
be counted.

     (b) The Registration Expenses shall be for the account of and shall be paid
by Issuer.

     (c) Grantee shall provide all information reasonably requested by Issuer
for inclusion in any registration statement to be filed hereunder. If during the
Registration Period Issuer shall propose to register under the Securities Act
the offering, sale and delivery of any shares of Issuer Common Stock for cash
for its own account or for any other shareholder of Issuer, it shall, in
addition to Issuer's other obligations under this Section 5, allow Grantee the
right to participate in such registration and underwriting and notify Grantee in
writing not less that 10 days prior to filing a registration statement under the
Securities Act (other than a filing on Form S-4 or S-8 or any successor form)
with respect to such shares; provided, however, that, unless Grantee is
exercising its rights under Section 5(a) hereof, if the managing underwriter of
such offering advises Issuer in writing that in its opinion the number of shares
of Issuer Common Stock requested to be included in such registration exceeds the
number that can be sold in such offering, Issuer shall, after fully including
therein all securities to be sold by Issuer, include the shares requested to be
included therein by Grantee pro rata (based on the number of shares intended to
be included therein) with the shares intended to be included therein by persons
other than Issuer.

     (d) In connection with any offering, sale and delivery of Issuer Common
Stock pursuant to a registration statement effected pursuant to this Section 5,
Issuer and Grantee shall provide each other and each underwriter of the offering
with customary representations, warranties and covenants, including covenants of
indemnification and contribution.

     6. AUTHORIZATION, ETC.

     (a) Issuer hereby represents and warrants to Grantee that:

     (i) Issuer has full corporate authority to execute and deliver this Option
Agreement and to consummate the transactions contemplated hereby;

     (ii) such execution, delivery and consummation have been authorized by the
board of directors of Issuer, and no other corporate proceedings are necessary
therefor;

     (iii) this Option Agreement has been duly and validly executed and
delivered by Issuer and represents a valid and legally binding obligation of
Issuer, enforceable against Issuer in accordance with its terms;

                                       5




     (iv) Issuer has taken all necessary corporate action to authorize and
reserve and permit it to issue and, at all times from the date hereof through
the date of the exercise in full or the expiration or termination of the Option,
shall have reserved for issuance upon exercise of the Option, 5,188,913 shares
of Issuer Common Stock (subject to adjustment as provided herein), all of which,
upon issuance in accordance with the terms of this Option Agreement, shall be
duly authorized, validly issued, fully paid and nonassessable, and shall be
delivered free and clear of all claims, liens, encumbrances and security
interests and not subject to any preemptive rights of any stockholder of Issuer;

     (v) Issuer's board of directors has taken all appropriate and necessary
actions such that Section 203 of the Delaware General Corporation Law is
inapplicable to the execution and delivery of this Option Agreement and to the
consummation of the transactions contemplated hereby;

     (vi) no other "fair price," "moratorium," "control share acquisition" or
other similar anti-takeover statute or regulation as in effect on the date
hereof is applicable to the execution and delivery of this Option Agreement, the
Issuer Common Stock issuable hereunder or to the other transactions contemplated
by this Option Agreement;

     (vii) no anti-takeover provision contained in the Issuer's certificate of
incorporation or its by-laws prohibits or restricts the execution and delivery
of this Option Agreement or, at the time of any exercise of the Option, will
prohibit or restrict the issuance of Issuer Common Stock hereunder or the
consummation of the other transactions contemplated by this Option Agreement;

     (viii) the execution, delivery and performance by Issuer of and under this
Option Agreement does not violate or breach or require any consent or approval
under any law or any contract, instrument, agreement or arrangement to which
Issuer is a party or by which Issuer is bound, except for any consent or
approval under any applicable law required in order for Issuer to issue the
Option Shares.

     (ix) none of Grantee or any of its affiliates shall become responsible or
obligated, contingently or otherwise, for any obligations of any nature of
Issuer or any of its affiliates by virtue of the grant of this Option.

     (b) Issuer hereby agrees that, prior to the termination of the Option
pursuant to Section 2(b), Issuer shall not take, or allow to be taken, any
action that could result in the representations and warranties set forth in
Section 6(a) becoming false or inaccurate.

     (c) Grantee hereby represents and warrants to Issuer that:

     (i) Grantee has full corporate authority to execute and deliver this Option
Agreement and to consummate the transactions contemplated hereby;

     (ii) such execution, delivery and consummation have been authorized by all
requisite corporate action by Grantee, and no other corporate proceedings are
necessary therefor;

                                       6




     (iii) this Option Agreement has been duly and validly executed and
delivered by Grantee and represents a valid and legally binding obligation of
Grantee, enforceable against Grantee in accordance with its terms; and

     (iv) any Issuer Common Stock acquired by Grantee upon exercise of the
Option will be acquired for its own account and not be taken with a view to the
public distribution thereof and will not be transferred or otherwise disposed of
except in compliance with the Securities Act.

     (d) Grantee hereby agrees that, prior to the termination of the Option
pursuant to Section 2(b), Grantee shall not take, or allow to be taken, any
action that could result in the representations and warranties set forth in
Section 6(c) becoming false or inaccurate.

     7. LISTING. If Issuer Common Stock or any other securities then subject to
the Option are then listed on the NYSE or any other national securities exchange
or quotation system, Issuer, upon the occurrence of an Exercise Event, will
promptly file an application to list the shares of Issuer Common Stock or other
securities then subject to the Option on the NYSE or such other national
securities exchange or quotation system and will use its best efforts to cause
such listing application to be approved as promptly as practicable.

     8. REPLACEMENT OF OPTION AGREEMENT. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Option Agreement, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Option Agreement (in the case of mutilation), Issuer will execute and
deliver a new Option Agreement of like tenor and date. Any such new Option
Agreement shall constitute an additional contractual obligation of Issuer,
whether or not the Option Agreement so lost, stolen, destroyed or mutilated
shall at any time be enforceable by anyone.

     9. MISCELLANEOUS.

     (a) EXPENSES. Except as otherwise provided in the Letter Agreement (or,
when and if executed, the Additional Agreements), or as otherwise expressly
provided herein, each of the parties hereto shall bear and pay all costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder.

     (b) COUNTERPARTS. This Option Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

     (c) GOVERNING LAW. This Option Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

     (d) JURISDICTION. Any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Option Agreement or the transactions contemplated hereby may be brought in any
federal or state court located in the State of New York, and each of the parties
hereby consents to the jurisdiction of such courts (and of the appropriate

                                       7




appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 9(e) shall be deemed effective service of
process on such party

     (e) NOTICES. All notices and other communications hereunder shall be in
writing and be mailed first class, certified mail, return receipt requested,
postage pre-paid or by nationally recognized overnight carrier (such as Federal
Express or UPS) or by facsimile, provided that a hard copy of such notice is
also sent the next business day in the manner set forth above and shall be
addressed as follows:

     IF TO GRANTEE:  Concord Associates Limited Partnership.
                     115 Stevens Avenue
                     New York, New York 10595
                     Attn: Louis R. Cappelli

    IF TO ISSUER:    Empire Resorts, Inc.
                     c/o Monticello Raceway
                     Route 17B
                     Monticello, New York 12701
                     Attn: Morad Tahbaz

or such other address as either party shall hereafter have specified by notice
given by the same means. Any notice shall be deemed given (a) by certified mail
three (3) Business Days after delivered to the carrier delivering same, delivery
charges prepaid, or (b) by nationally recognized overnight carrier, the next
business day after delivered to the carrier delivering same, delivery charges
prepaid.

     (f) ASSIGNMENT; BINDING EFFECT. Except as provided in Section 2(c), neither
this Option Agreement nor any of the rights, interests or obligations under this
Option Agreement shall be assigned, in whole or in part, by operation of law or
otherwise by any of the parties without the prior written consent of the other
party hereto, except that it may be assigned by Grantee in whole or in part to
any direct or indirect wholly-owned subsidiary of Grantee, provided that Grantee
shall remain liable for any obligations so assigned. Subject to the preceding
sentence, this Option Agreement will be binding upon, inure to the benefit of,
and be enforceable by, the parties and their respective successors and assigns.

     (g) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Option Agreement
(including Annex A attached hereto), the Letter Agreement (and, when and if
executed, the Additional Agreements) and the Confidentiality Agreement (a)
constitute the entire agreement, and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter of this Option Agreement and (b) are not intended to confer upon
any person other than the parties any rights or remedies.

                                       8




     (h) SEVERABILITY. If any term or other provision of this Option Agreement
is invalid, illegal or incapable of being enforced by any rule or law, or public
policy, all other conditions and provisions of this Option Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Option Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.

     (i) INTERPRETATION. When a reference is made in this Option Agreement to a
Section or Exhibit, such reference shall be to a Section of, or an Exhibit to,
this Option Agreement unless otherwise indicated. The headings contained in this
Option Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Option Agreement. Whenever the words
"include", "includes" or "including" are used in this Option Agreement, they
shall be deemed to be followed by the words "without limitation".

     (j) WAIVER AND AMENDMENT. Each party may waive compliance with any of the
agreements or conditions of the other party contained herein. Notwithstanding
the foregoing, no failure or delay by Issuer or Grantee in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right hereunder. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed on behalf of such party. No amendment, modification or waiver in
respect of this Option Agreement shall be effective against any party unless it
shall be in writing and signed by such party.

     (k) SPECIFIC PERFORMANCE. The parties hereto agree that if for any reason
Grantee or Issuer shall have failed to perform its obligations under this Option
Agreement, then either party hereto seeking to enforce this Option Agreement
against such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief. This provision
is without prejudice to any other rights that either party hereto may have
against the other party hereto for any failure to perform its obligations under
this Option Agreement.

     (l) SURVIVAL. All representations, warranties and covenants contained
herein shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

     (m) FURTHER ASSURANCES.

     (i) In the event of any exercise of the Option by Grantee, Issuer and
Grantee shall execute and deliver all other documents and instruments and take
all other action that may be reasonably necessary in order to consummate the
transactions provided for by such exercise.

                                       9




     (ii) Issuer agrees to maintain, free from preemptive rights, sufficient
authorized but unissued or treasury shares of Issuer Common Stock so that the
Option may be fully exercised without additional authorization of Issuer Common
Stock after giving effect to all other options, warrants, convertible securities
and other rights of third parties to purchase shares of Issuer Common Stock from
Issuer, and to issue the appropriate number of shares of Issuer Common Stock
pursuant to the terms of this Option Agreement.

     (iii) Issuer agrees not to avoid or seek to avoid (whether by charter
amendment or through reorganization, consolidation, merger, issuance of rights,
dissolution or sale of assets, or by any other voluntary act) the observance or
performance of any of the covenants, agreements or conditions to be observed or
performed hereunder by Issuer.

     (n) PUBLIC ANNOUNCEMENT. Grantee and Issuer will consult with each other
before issuing any press release or making (n)any public statement with respect
to this Option Agreement and the transactions contemplated hereby and shall not
issue any press release or make any public statement without the prior consent
of the other party, which shall not be unreasonably withheld. Notwithstanding
the foregoing, any such press release or public statement as may be required by
applicable law, may be issued prior to such consultation, if the party making
the release or statement has used its reasonable best efforts to consult with
the other party.

     (o) REGULATORY APPROVALS; SECTION 16(b). If, in connection with the
exercise of the Option under Section 2(b), prior notification to or
Authorization of any governmental or tribal authority is required, then the
required notice or application for Authorization shall be promptly filed and/or
expeditiously processed by Issuer and periods of time that otherwise would run
pursuant hereto (if any) shall run instead from the date on which any such
required notification period has expired or been terminated or such approval has
been obtained, and in either event, any requisite waiting period shall have
passed. Periods of time that otherwise would run pursuant to Sections 2(b),
2(c), or 5 shall also be extended to the extent necessary to avoid liability
under Section 16(b) of the Exchange Act.

                                       10




     IN WITNESS WHEREOF, Issuer and Grantee have caused this the Option
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the day and year first written above.


                                    CONCORD ASSOCIATES LIMITED
                                    PARTNERSHIP
                                    By: Convention Hotels, Inc.,
                                        its general partner


                                    By: /s/  Louis R. Cappelli
                                       -----------------------------------------
                                       Name:   Louis R. Cappelli
                                       Title:  President


                                    EMPIRE RESORTS, INC.


                                    By: /s/ Morad Tahbaz
                                       -----------------------------------------
                                       Name:  Morad Tahbaz
                                       Title: President





                                                                         ANNEX A


                            SCHEDULE OF DEFINED TERMS

     The following terms when used in the Option Agreement shall have the
meanings set forth below unless the context shall otherwise require:

     "AUTHORIZATION" shall mean any and all permits, licenses, authorizations,
orders, certificates, registrations or other approvals granted by any
governmental or tribal authority or entity.

     "BUSINESS DAY" shall mean a day other than Saturday, Sunday or a federal
holiday in New York City, New York.

     "CONFIDENTIALITY AGREEMENT" shall mean the Confidentiality Agreement,
between Grantee and Issuer, dated as of November 12, 2004, as amended.

     "EXCLUDED SHARES" shall have the meaning ascribed to such term in the
Letter Agreement.

     "EXERCISE EVENT" shall mean the termination of the Letter Agreement and,
when and if executed, the Additional Agreements for any reason in accordance
with their respective terms, except for any termination described in the second
sentence of Section 13(b) of the Letter Agreement or in Section 8(c), 13(h) or
13(i) of the Letter Agreement. For the avoidance of doubt, the termination of
the Letter Agreement shall be deemed not occur in the event that the Letter
Agreement is terminated pursuant to the terms of Additional Agreements, if any,
upon the execution and delivery of any such Additional Agreements and thereafter
the references to Sections 8(c), 13(b), 13(h) and 13(i) of the Letter Agreement
above shall be deemed to refer to the corresponding sections, if any, of the
Additional Agreements.

     "EXERCISE NOTICE" shall have the meaning ascribed to such term in Section
2(c) herein.

     "EXERCISE PRICE" shall have the meaning ascribed to such term in Section
2(a) herein.

     "ISSUER COMMON STOCK" shall mean the common stock, par value $0.01 per
share of Issuer.

     "LETTER AGREEMENT" shall have the meaning ascribed to such term in the
Recitals hereto.

     "NOTICE DATE" shall have the meaning ascribed to such term in Section 2(c)
herein.

     "OPTION" shall mean the Option granted by Issuer to Grantee pursuant to
Section 2(a) herein.

                                      A-1




     "OPTION CLOSING" shall have the meaning ascribed to such term in Section
2(c) herein.

     "OPTION CLOSING DATE" shall have the meaning ascribed to such term in
Section 2(c) herein.

     "OPTION SHARES" shall have the meaning ascribed to such term in Section
2(a) herein.

     "OPTION TERM" shall have the meaning ascribed to such term in Section 2(b)
herein.

     "REGISTRATION EXPENSES" shall mean the expenses associated with the
preparation and filing of any registration statement pursuant to Section 5
hereof and any sale covered thereby (including, without limitation, any fees
related to blue sky qualifications and filing fees in respect of the National
Association of Securities Dealers, Inc.), but excluding underwriting discounts
or commissions or brokers' fees in respect of shares to be sold by Grantee.

     "REGISTRATION PERIOD" shall mean, subject to Section 5 hereof, the period
of three years following the first exercise of the Option by Grantee.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "TRANSFER" shall have the meaning ascribed to such term in the Recitals
hereto.

     "UNEXERCISED OPTION SHARES" shall mean, from and after the Exercise Date
until the expiration of the Option Term, those the Option Shares as to which the
Option remains unexercised from time to time.

                                      A-2

EX-10

                                                                    Exhibit 10.2


                                VOTING AGREEMENT


     VOTING AGREEMENT (this "AGREEMENT"), dated as of November 12, 2004, by and
among ____________________ ("STOCKHOLDER"), Concord Associates Limited
Partnership ("CONCORD") and Sullivan Resorts LLC ("SULLIVAN," together with
Concord and their respective affiliates that own or lease any portion of the
Resort Properties, "TRANSFERORS").

     WHEREAS, simultaneously with the execution hereof, Empire and Transferors
are entering into a Letter Agreement (as amended or supplemented from time to
time, the "LETTER AGREEMENT"), pursuant to which, among other things, Empire
shall acquire the Resort Properties from Transferors (the "TRANSFER") and Empire
shall issue the Purchase Shares to Transferors, in accordance with the terms and
conditions set forth in the Letter Agreement and in the Additional Agreements to
be entered into pursuant to the Letter Agreement (capitalized terms used without
definition herein shall have the meanings ascribed to such terms in the Letter
Agreement);

     WHEREAS, as of the date hereof, Stockholder owns, beneficially and of
record, the outstanding common stock, par value $0.01 per share, of Empire (the
"COMMON STOCK") set forth on Exhibit A hereto (such shares of Common Stock and
any additional shares of Common Stock and any other voting securities of Empire
owned in the future by Stockholder being herein referred to as the "SHARES");

     WHEREAS, the Board of Directors of Empire have, prior to the execution of
this Agreement, duly and validly approved, among other things, the execution and
delivery of this Agreement and the Letter Agreement (and, when and if executed,
the Additional Agreements), and the consummation of the transactions
contemplated by the Letter Agreement (and, when and if executed, the Additional
Agreements), including the Transfer and the governance arrangements for the
initial board of directors of Empire (the "CONTEMPLATED TRANSACTIONS"), and such
approval has not been withdrawn;

     WHEREAS, approval of the Letter Agreement (and, when and if executed, the
Additional Agreements) and the Contemplated Transactions by Empire's
stockholders is a condition to the Closing; and

     WHEREAS, in consideration of Transferors' agreement to enter into the
Letter Agreement (and, when and if executed, the Additional Agreements),
Stockholder, among other things, (i) agrees to vote the Shares in favor of the
Letter Agreement (and, when and if executed, the Additional Agreements) and the
Contemplated Transactions, including the Transfer (subject to the irrevocable
proxy provided for in Section 3 hereof (the "PROXY")), (ii) grants to
Transferors the Proxy covering the Shares to vote in favor of or consent to the
Letter Agreement (and, when and if executed, the Additional Agreements) and the
Contemplated Transactions, including the Transfer, and agrees to grant any
necessary consents, all in accordance with the terms set forth in this
Agreement.

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:





     SECTION 1. AGREEMENT TO VOTE. (a) From and after the date hereof until the
Termination Date (as defined in Section 1(b)), Stockholder hereby agrees to
attend the Stockholders Meeting (or any other meeting of stockholders of Empire
at which the matters contemplated by the Letter Agreement (and, when and if
executed, the Additional Agreements) or this Agreement are to be presented to a
vote of stockholders of Empire), in person or by proxy, and to vote (or cause to
be voted) the Shares for approval and adoption of the Letter Agreement (and,
when and if executed, the Additional Agreements) and the Contemplated
Transactions and any related action reasonably required in furtherance thereof,
and against any action inconsistent therewith, such agreement to vote to apply
also to any adjournment or adjournments or postponement or postponements of the
Stockholders Meeting of Empire (or any such other meeting). Stockholder hereby
further agrees that until the Termination Date, Stockholder shall, from time to
time, in connection with any solicitation for a written consent, including to
call a Stockholders Meeting relating to the Contemplated Transactions, timely
execute and deliver (or cause to be timely executed and delivered) a written
consent with respect to the Shares in favor of the approval of the Contemplated
Transactions and any action required in furtherance thereof.

     (b) From and after the date hereof until the Termination Date, Stockholder
hereby agrees to vote (or cause to be voted) the Shares against (i) any
Acquisition Proposal and any related action reasonably required in furtherance
thereof, (ii) any alternative transaction involving the acquisition by Empire of
hotel, gaming, recreational or resort properties in the Catskills (an
"ALTERNATIVE TRANSACTION"), (iii) any action or agreement that would reasonably
be expected to result in a breach of any covenant, representation or warranty or
any other obligation or agreement of Empire under the Letter Agreement (and,
when and if executed, the Additional Agreements) or that would reasonably be
expected to result in any of the conditions to the obligations of the parties
under the Letter Agreement (and, when and if executed, the Additional
Agreements) not being fulfilled, and (iv) any other matter that would reasonably
be expected to prevent, interfere with or delay consummation of the Contemplated
Transactions, including any transaction that would result in a breach of the
Letter Agreement (and, when and if executed, the Additional Agreements) by
Empire, including, without limitation, any motion to adjourn or postpone a
meeting of the stockholders in which any matters contemplated by the Letter
Agreement (and, when and if executed, the Additional Agreements) or this
Agreement are to be presented to a vote of the stockholders of Empire to a date
that is later than July 31, 2005, in each case, at any meeting of stockholders
of Empire (including any adjournments or postponements thereof). Stockholder
further agrees that, until the Termination Date, in connection with any
solicitation for a unanimous written consent relating to an Acquisition Proposal
or an Alternative Transaction or any other action described in clauses (iii) or
(iv) above, Stockholder will timely execute and deliver (or cause to be timely
executed and delivered) a written consent with respect to the Shares against any
such Acquisition Proposal or Alternative Transaction or other action as
contemplated by the immediately preceding sentence. For purposes hereof, the
term "TERMINATION DATE" shall mean the first to occur of (a) the date of
termination of the Letter Agreement and, when and if executed, the Additional
Agreements in accordance with their respective terms prior to the Closing, and
(b) the date on which the Contemplated Transactions are consummated. For the
avoidance of doubt, the Termination Date shall be deemed not to occur in the
event that the Letter Agreement is terminated pursuant to the terms of
Additional Agreements, if any, upon the execution and delivery of any such
Additional Agreements.

                                      -2-




     (c) The voting agreements contained in this Section 1 shall apply to any
Shares which Stockholder has the power to vote (or direct the voting of) as of
any record date fixed by Empire for a Stockholders Meeting with respect to the
Contemplated Transactions, other than any Exempt Shares disposed of in
accordance with the volume restrictions set forth in Section 2.

     (d) Stockholder agrees to cooperate reasonably with Empire and the other
parties hereto in connection with the Letter Agreement (and, when and if
executed, the Additional Agreements) and the consummation of the Contemplated
Transactions, including without limitation, using its reasonable best efforts in
its capacity as a stockholder to cause the initial Empire board of directors to
be as set forth in Section 5 of the Letter Agreement and the corresponding
provisions of the Additional Agreements, effective as of such date.

     SECTION 7. DISPOSITION OF SHARES. From and after the date hereof until the
first to occur of (1) ninety-first (91st) day after the date hereof, or (2) the
record date fixed by Empire for a Stockholders Meeting with respect to the
Contemplated Transactions (such period, the "FULL RESTRICTION PERIOD"),
Stockholder hereby agrees that Stockholder will not directly or indirectly sell,
pledge, encumber, grant any proxy or enter into any voting or similar agreement
with respect to, transfer or otherwise dispose of (collectively, "TRANSFER"), or
agree or contract to Transfer, any Shares (or any interest therein, including as
a trustee or in a similar fiduciary capacity) with respect to which Stockholder
directly or indirectly controls the right to Transfer. From and after the end of
the Full Restriction Period until the record date fixed by Empire for a
Stockholders Meeting with respect to the Contemplated Transactions, Stockholder
hereby agrees that Stockholder will not directly or indirectly Transfer, or
agree or contract to Transfer, a number of Shares (or any interest therein,
including as a trustee or in a similar fiduciary capacity) with respect to which
Stockholder directly or indirectly controls the right to Transfer greater than
one percent (1%) of the issued and outstanding shares of Common Stock of Empire
in any 90 consecutive day period (such Shares, the "EXEMPT SHARES"); provided
that following the Full Restriction Period, no Transfer (other than the Transfer
of Exempt Shares) shall be permitted or effective unless the transferee (and
each subsequent transferee) agrees (in a manner reasonably acceptable to
Transferors) to be bound in writing to the terms of this Agreement (including,
without limitation, voting provisions and transfer restrictions) with respect to
the Shares so transferred as if it were the initial Stockholder hereunder, and
such Transfer would not invalidate any of Stockholder's or such transferee's
voting power or prevent Stockholder or such transferee from fulfilling such
obligations. Notwithstanding anything in this Section 2 to the contrary,
Stockholder shall be entitled to Transfer Shares solely for purposes of estate
planning for the benefit of such Stockholder's spouse, children, grandchildren
or other living descendants, if such transferees (and each subsequent
transferee) agree (in a manner reasonably acceptable to Transferors) to be bound
in writing to the terms of this Agreement (including without limitation the
voting provisions and transfer restrictions hereof) with respect to the Shares
so transferred as if such transferee were the initial Stockholder hereunder, if
such Transfer would not invalidate any of Stockholder's or such transferee's
voting power or prevent Stockholder or such transferee from fulfilling such
obligations, and if Transferors are reasonably satisfied that such Transfers do
not interfere with the enforceability of the provisions of this Agreement
(including without limitation the voting provisions and transfer restrictions
hereof) or result in a reduction in the number of Shares that would otherwise be
subject to such provisions. Any Transfer of Shares not permitted hereby shall be
null and void.

                                      -3-




     SECTION 3. PROXY WITH RESPECT TO SHARES. Stockholder hereby irrevocably
appoints Transferors as its attorney and proxy, with full power of substitution,
to vote or to act by consent in such manner as such attorney and proxy or its
substitute shall, in its sole discretion, deem proper, and otherwise act with
respect to all of the Shares which it is entitled to vote at any meeting of the
stockholders (whether annual or special and whether or not an adjourned meeting)
of Empire or to act by consent with respect to any action; PROVIDED, HOWEVER,
that Stockholder grants a proxy hereunder only with respect to the following
matters that may be presented to the stockholders of Empire (the "DESIGNATED
MATTERS"): (i) votes or consents with respect to the Letter Agreement (and, when
and if executed, the Additional Agreements) and the Contemplated Transactions,
including the Transfer; (ii) votes or consents with respect to any other matter
relating to the consummation of the Contemplated Transactions with respect to
which Stockholder may be entitled to vote; (iii) votes or consents with respect
to any action or agreement that would reasonably be expected to result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of Empire under the Letter Agreement (and, when and if executed, the
Additional Agreements) or that would reasonably be expected to result in any of
the conditions to the obligations of the parties under the Letter Agreement
(and, when and if executed, the Additional Agreements) not being fulfilled; (iv)
votes or consents with respect to any other matter that would reasonably be
expected to prevent, interfere with or delay consummation of the Contemplated
Transactions, including any transaction that would result in a breach of the
Letter Agreement (and, when and if executed, the Additional Agreements) by
Empire, including, but not limited to, (a) any reorganization or liquidation
involving Empire, (b) any change in the board of directors of Empire, except as
otherwise agreed to in writing by Transferors, or (c) any material change in the
present capitalization of Empire; (v) votes or consents relating to any other
material change in the corporate structure or business of Empire; (vi) votes or
consents in favor and approval of the matters Stockholder has agreed to vote in
favor of in Section 1(a) hereof; and (vii) votes or consents against the matters
Stockholder has agreed to vote against in Section 1(b) hereof. This proxy is
irrevocable, is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration of and as an inducement to
cause Transferors to enter into the transactions contemplated by the Letter
Agreement (and, when and if executed, the Additional Agreements). This proxy
shall revoke any other proxy granted by Stockholder at any time with respect to
the Shares and no subsequent proxies will be given by Stockholder with respect
to the Shares while the Proxy is in effect. In addition, if subsequent to the
date hereof Stockholder is entitled to vote the Shares or act by consent with
respect to the Shares for any purpose, it shall take all actions necessary to
vote, or act by consent with respect to, the Shares pursuant to instructions
received from Transferors; PROVIDED, HOWEVER, that the provisions of this
sentence shall only apply to the Designated Matters. This proxy shall apply to
any Shares which Stockholder has the power to vote (or direct the voting of) as
of any record date fixed by Empire for a Stockholders Meeting with respect to
the Contemplated Transactions, other than any Exempt Shares disposed of in
accordance with the volume restrictions set forth in Section 2.

     SECTION 4. ACQUISITION PROPOSALS. (a) Without limiting Stockholder's other
obligations under this Agreement, Stockholder agrees that it shall not, and
shall cause its representatives (including any investment banker, attorney or
accountant retained by it) ("REPRESENTATIVES") not to, directly or indirectly,
initiate or solicit any inquiries or the making of any proposal or offer with
respect to an Acquisition Proposal. Stockholder further agrees that it shall
not, and shall cause its Representatives not to, directly or indirectly, engage
in any negotiations concerning, or provide any confidential information or data

                                      -4-




to, or have any discussions with, any person or entity relating to an
Acquisition Proposal. Stockholder agrees that it will immediately cease and
cause to be terminated any existing activities, discussions or negotiations with
any person or entity conducted heretofore with respect to any Acquisition
Proposal. Stockholder agrees that it will take the necessary steps to promptly
inform the individuals or entities referred to in the first sentence of this
Section of the obligations undertaken in this Section. Stockholder agrees that
it will notify Transferors promptly, but in any event within 48 hours if any
such inquiries, proposals or offers are received by, any such information is
requested from, or any such discussions or negotiations are sought to be
initiated or continued with, it or any of its Representatives indicating, in
connection with such notice, the name of such person or entity and the material
terms and conditions of any proposals or offers and thereafter shall keep
Transferors informed on a current basis, and, in any event, within 48 hours of
any changes in the status and terms of any such proposals or offers, including
whether any such proposal has been withdrawn or rejected.

     (b) From and after the date hereof until the Termination Date, (i)
Stockholder shall work exclusively with Transferors in connection with any
transaction involving the direct or indirect acquisition by Empire of hotel,
gaming or resort properties in the Catskills ("CATSKILLS ACQUISITION"), and (ii)
Stockholder shall not solicit, contact or engage in discussions or negotiations
with any third party (other than Transferors) with respect to any Catskills
Acquisition.

     (c) Notwithstanding the foregoing, nothing in this Section 4 shall limit or
in any way affect the rights or obligations of Stockholder as a director or
officer of Empire or of Empire's Board of Directors.

    SECTION 5. FURTHER ASSURANCES. Each party shall execute and deliver such
additional  instruments  and other documents and shall take such further actions
as may be  reasonably  necessary or  appropriate  to  effectuate,  carry out and
comply with all of their obligations under this Agreement.  Without limiting the
generality of the foregoing,  prior to the Termination  Date none of the parties
hereto  shall  enter into any  agreement  or  arrangement  (or  alter,  amend or
terminate any existing  agreement or  arrangement)  or take any other action (or
fail to take any other  action) if such  action (or  failure)  would  materially
impair the ability of any party to effectuate,  carry out or comply with all the
terms of this  Agreement.  Stockholder  agrees  to (and to  cause  Stockholder's
affiliates  and  associates  to)  cooperate  with  Empire  and   Transferors  in
connection  with any  filings  required to be made by Empire or  Transferors  in
connection with this Agreement, the Letter Agreement (and, when and if executed,
the Additional Agreements) or the Contemplated Transactions.

     SECTION 6. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. (a) Stockholder
represents and warrants to Transferors, as follows: Stockholder has the power
and authority to execute and deliver this Agreement. This Agreement has been
duly executed and delivered by Stockholder. This Agreement constitutes the valid
and binding agreement of Stockholder enforceable in accordance with its terms.
Stockholder has the full power and authority to vote, or execute a consent, with
respect to, all of the Shares as contemplated hereby. The securities of Empire
described in Exhibit A attached are the only securities of Empire lawfully owned
by Stockholder, and over which Stockholder has the power to vote (or direct the
voting).

                                      -5-




     (b) Stockholder hereby represents and warrants to Transferors, as follows:
Stockholder has good, valid and marketable title to the Shares, free and clear
of all liens, encumbrances, restrictions, options, warrants, rights to purchase
and claims of every kind (other than the encumbrances created by this
Agreement), and has the power to vote (including by an irrevocable power to vote
or execute a consent) such Shares. The execution, delivery and performance by
Stockholder of and under this Agreement does not violate or breach or require
any consent or approval under any law or any contract, instrument, agreement or
arrangement to which Stockholder is a party or by which Stockholder is bound.

     SECTION 7. NO ENCUMBRANCES. Except as expressly contemplated by this
Agreement, Stockholder's Shares and the certificates representing such Shares
are now, and at all times during the term hereof will be, held by Stockholder,
or by a nominee or custodian for the benefit of Stockholder, free and clear of
all liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever, except for
any such encumbrances or proxies arising hereunder.

     SECTION 8. EFFECTIVENESS. It is a condition precedent to the effectiveness
of this Agreement that the Letter Agreement shall have been duly executed and
delivered by the parties thereto.

     SECTION 9. MISCELLANEOUS.

     (a) NOTICES, ETC. All notices, requests, demands or other communications
required by or otherwise with respect to this Agreement shall be in writing and
shall be deemed to have been duly given to any party when delivered personally
(by courier service or otherwise), when delivered by telecopy and confirmed by
return telecopy, or one day after being mailed by courier service that
guarantees overnight delivery, in each case to the applicable addresses set
forth below:

     If to Stockholder, to its address as set forth in the records of Empire

     If to Transferors:    Concord Associates Limited Partnership.
                           115 Stevens Avenue
                           New York, New York 10595
                           Attn: Louis R. Cappelli

     With a copy to:       Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, New York 10019
                           Attn.:  Stephen Gellman

or to such other address as such party shall have  designated by notice so given
to each other party.

     (b) AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated except by an instrument
in writing signed by each of the parties hereto.

                                      -6-




     (c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns, including without limitation in the case of Stockholder,
any trustee, executor, heir, legatee or personal representative succeeding to
the ownership of (or power to vote) Stockholder's Shares or other securities
subject to this Agreement (including as a result of the death, disability or
incapacity of Stockholder).

     (d) ENTIRE AGREEMENT. This Agreement (together with the Letter Agreement
(and, when and if executed, the Additional Agreements)) embodies the entire
agreement and understanding among the parties relating to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter. There are no representations, warranties or covenants by the
parties hereto relating to such subject matter other than those expressly set
forth in this Agreement and the Letter Agreement (and, when and if executed, the
Additional Agreements).

     (e) SEVERABILITY. If any term of this Agreement or the application thereof
to any party or circumstance shall be held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such term to the
other parties or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by applicable law, PROVIDED that in
such event the parties shall negotiate in good faith in an attempt to agree to
another provision (in lieu of the term or application held to be invalid or
unenforceable) that will be valid and enforceable and will carry out the
parties' intentions hereunder.

     (f) SPECIFIC PERFORMANCE. The parties acknowledge that money damages are
not an adequate remedy for violations of this Agreement and that any party may,
in its sole discretion, apply to a court of competent jurisdiction for specific
performance or injunctive or such other relief as such court may deem just and
proper in order to enforce this Agreement or prevent any violation hereof and,
to the extent permitted by applicable law, each party waives any objection to
the imposition of such relief.

     (g) REMEDIES CUMULATIVE. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise or beginning of the
exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.

     (h) NO WAIVER. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other party hereto with
its obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof, shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.

     (i) NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to be for
the benefit of and shall not be enforceable by any Person who or which is not a
party hereto.

                                      -7-




     (j) JURISDICTION; WAIVER OF TRIAL BY JURY. Each party hereby irrevocably
submits to the exclusive jurisdiction of any court of the State of New York or
the United States District Court for the District of New York in any action,
suit or proceeding arising in connection with this Agreement, and agrees that
any such action, suit or proceeding shall be brought only in such court (and
waives any objection based on forum non conveniens or any other objection to
venue therein); PROVIDED, HOWEVER, that such consent to jurisdiction is solely
for the purpose referred to in this paragraph (j) and shall not be deemed to be
a general submission to the jurisdiction of said courts or in the State of New
York other than for such purposes. Each party hereto hereby waives any right to
a trial by jury in connection with any such action, suit or proceeding.

     (k) GOVERNING LAW. This Agreement and all disputes hereunder shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.

     (l) NAME, CAPTIONS, GENDER. The name assigned to this Agreement and the
section captions used herein are for convenience of reference only and shall not
affect the interpretation or construction hereof. Whenever the context may
require, any pronoun used herein shall include the corresponding masculine,
feminine or neuter forms.

     (m) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all, the
parties hereto.

     (n) EXPENSES. Stockholder shall bear its own expenses incurred in
connection with this Agreement and the Letter Agreement (and, when and if
executed, the Additional Agreements) and the transactions contemplated hereby
and thereby.

                                       -8-




     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                                      STOCKHOLDER


                                      ------------------------------------------
                                      Name:


                                      CONCORD ASSOCIATES LIMITED PARTNERSHIP


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      SULLIVAN RESORTS, LLC
                                      By: Catskill Resort Group, LLC
                                          as Managing Member
                                      By: Cappelli Resorts LLC,
                                          as Managing Member


                                      By:
                                         ---------------------------------------
                                         Louis R. Cappelli, Managing Member


                                      By:  Melville-Catskill, LLC,
                                           as Managing Member
                                      By:  Reckson Strategic Venture Partners,
                                           LLC, as Managing Member


                                      By:
                                         ---------------------------------------
                                         Scott Rechler, Authorized Signatory


                      [Signature Page of Voting Agreement]





                                    EXHIBIT A

                     VOTING SECURITIES OWNED BY STOCKHOLDER


                  NUMBER OF SHARES OF EMPIRE VOTING SECURITIES