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): May 23, 2005
                                                           ------------

                              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) 807-0001
                                                    --------------

                                      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 May 23, 2005, in connection with appointment of David P. Hanlon as Chief
Executive  Officer and President of Empire Resorts,  Inc. (the  "Company"),  the
Company entered into an employment  agreement (the "Hanlon  Agreement") with Mr.
Hanlon,  which sets forth terms and provisions governing Mr. Hanlon's employment
as Chief  Executive  Officer and President of the Company.  A copy of the Hanlon
Agreement  is  attached  hereto  as  EXHIBIT  99.1 and  incorporated  herein  by
reference.  The following summary of the Hanlon Agreement does not purport to be
complete  and is subject to and  qualified  in its  entirety by reference to the
actual text of such agreement.

     The Hanlon  Agreement  provides  for an initial  term of three  years at an
annual base salary of  $500,000.  In addition,  Mr.  Hanlon shall be entitled to
participate  in any  annual  bonus  plan  or  equity  based  incentive  programs
maintained  by the Company for its senior  executives.  In  connection  with his
employment, Mr. Hanlon received an option grant of a 10-year non-qualified stock
option to purchase  1,044,092  shares of the Company's  common stock pursuant to
the 2005 Equity Incentive Plan, subject to shareholder  approval, at an exercise
price per share of $3.99,  vesting 33% 90 days  following the grant date, 33% on
the first  anniversary  of the grant and 34% on the  second  anniversary  of the
grant. Mr. Hanlon received an additional  option grant of a non-qualified  stock
option to purchase  720,000  shares,  subject to  shareholder  approval  and the
closing of transaction  among the Company,  Empire Resorts Holdings Inc., Empire
Resorts Sub, Inc., Concord  Associates Limited  Partnership and Sullivan Resorts
(the  "Concord  Transaction"),  vesting  33% on the  later  to  occur of (i) the
closing of the Concord Transaction and (ii) 90 days following the date of grant,
33% on the first  anniversary of the grant and 34% on the second  anniversary of
the grant.  The Company  also  granted Mr.  Hanlon  261,023  restricted  shares,
pursuant to the 2005 Equity  Incentive  Plan,  subject to shareholder  approval,
vesting 33% on the grant date, 33% on the first anniversary of grant, and 34% on
the second  anniversary of the grant. Mr. Hanlon received an additional grant of
180,000  restricted shares,  subject to shareholder  approval and the closing of
the Concord Transaction, vesting 33% on grant date, 33% on first anniversary and
34% on second anniversary.

     The Company has agreed to provide certain benefits to Mr. Hanlon, including
maintaining a term life insurance policy on the life of Mr. Hanlon in the amount
of  $2,000,000  and  reimbursement  for  relocation  expenses  and  expenses for
temporary housing.

     In the event that the Company terminates Mr. Hanlon's employment with Cause
(as defined in the Hanlon  Agreement) or Mr. Hanlon resigns  without Good Reason
(as defined in the Hanlon  Agreement),  the  Company's  obligations  are limited
generally to paying Mr. Hanlon his base salary through the termination  date. In
the event that the Company  terminates Mr. Hanlon's  employment without Cause or
Mr.  Hanlon  resigns  with Good Reason,  the Company is  generally  obligated to
continue to pay Mr. Hanlon's  compensation  for the remainder of the term of the
Hanlon Agreement and accelerate the vesting of the options and restricted shares
granted at the commencement of the Hanlon Agreement If Mr. Hanlon terminates his
employment  within  one year  following  a Change  of  Control  (as such term is
defined in the Hanlon  Agreement),  the Company shall pay such cash compensation
in a lump sum.



     In addition,  on May 23, 2005, in connection with  appointment of Ronald J.
Radcliffe as Chief Financial Officer of the Company, the Company entered into an
employment agreement (the "Radcliffe Agreement") with Mr. Radcliffe,  which sets
forth  terms  and  provisions  governing  Mr.  Radcliffe's  employment  as Chief
Financial Officer of the Company. A copy of the Radcliffe  Agreement is attached
hereto as EXHIBIT  99.2 and  incorporated  herein by  reference.  The  following
summary  of the  Radcliffe  Agreement  does not  purport to be  complete  and is
subject to and qualified in its entirety by reference to the actual text of such
agreement.

     The Radcliffe  Agreement  provides for an initial term of three years at an
annual base salary of $275,000. In addition,  Mr. Radcliffe shall be entitled to
participate  in any  annual  bonus  plan  or  equity  based  incentive  programs
maintained  by the Company for its senior  executives.  In  connection  with his
employment,  Mr. Radcliffe  received an option grant of a 10-year  non-qualified
stock option to purchase  150,000 shares of the Company's  common stock pursuant
to the 2005  Equity  Incentive  Plan,  subject to  shareholder  approval,  at an
exercise price per share of $3.99, vesting 33% 90 days following the grant date,
33% on the first  anniversary of the grant and 34% on the second  anniversary of
the grant.

     In the event that the Company  terminates Mr.  Radcliffe's  employment with
Cause (as defined in the Radcliffe  Agreement) or Mr. Radcliffe  resigns without
Good Reason (as defined in the Radcliffe  Agreement),  the Company's obligations
are  limited  generally  to paying Mr.  Radcliffe  his base  salary  through the
termination  date.  In the event that the  Company  terminates  Mr.  Radcliffe's
employment  without Cause or Mr. Radcliffe resigns with Good Reason, the Company
is generally  obligated to continue to pay Mr.  Radcliffe's  compensation  for a
period of six months following such termination.

     On May 23, 2005, the Board of Directors  approved the 2005 Equity Incentive
Plan,  which will be  submitted to the  stockholders  for approval at the annual
meeting of  stockholders.  The 2005  Equity  Incentive  Plan will be filed as an
exhibit to the  Company's  2005 proxy  statement  and will not become  effective
unless approved by the stockholders of the Company.

Item 1.02  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

     In connection with the  resignations of Robert A. Berman as Chief Executive
Officer of the Company and Scott A. Kaniewksi as Chief Financial  Officer of the
Company as discussed  below in Item 5.02,  the Amended and  Restated  Employment
Agreement by and between the Company and Robert A.  Berman,  dated as of January
12, 2004, and the Amended and Restated  Employment  Agreement by and between the
Company and Scott A. Kaniewski, dated as of January 12, 2004, were terminated.

Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;  ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS.

     On May 24,  2005,  the  Company  issued  a  press  release  announcing  the
resignations and appointments of certain principal officers and directors of the
Company, a copy of which press release is annexed hereto as EXHIBIT 99.3.

     On May 23, 2005,  Robert A. Berman resigned as Chief  Executive  Officer of
the  Company,  Scott A.  Kaniewski  resigned as Chief  Financial  Officer of the



Company, Morad Tahbaz resigned as President and as a director of the Company and
David  Matheson  resigned as Chairman of the Board of  Directors of the Company.
Mr. Berman and Mr. Matheson will continue to serve as directors of the Company.

     David P. Hanlon was  appointed  by the Board of  Directors  to serve as the
Chief  Executive  Officer and President of the Company.  In such  capacity,  Mr.
Hanlon will serve as the principal executive officer of the Company.  Mr. Hanlon
will  continue  to serve as a  director  of the  Company.  Robert A.  Berman was
appointed to replace Mr.  Hanlon as the Vice  Chairman of the Board of Directors
of the Company.  Ronald J.  Radcliffe was appointed by the Board of Directors to
serve as the Chief  Financial  Officer of the  Company.  In such  capacity,  Mr.
Radcliffe will serve as the principal financial officer and principal accounting
officer of the Company.  John Sharpe was  appointed by the Board of Directors to
serve as the Chairman of the Board of Directors of the Company.

     David P. Hanlon,  60, has served as a director and Vice  Chairman  Board of
the Company since 2003. Prior to starting his own gaming consulting  business in
2000, in which he advised a number of Native American and  international  gaming
ventures,  Mr.  Hanlon served as president  and chief  operating  officer of Rio
Suites Hotel Casino,  from 1996-1999,  where he guided the corporation through a
major expansion.  From 1994-1995,  he served as president & CEO of International
Game  Technology,  the world's  leading  manufacturer of  microprocessor  gaming
machines. From 1988-1993, he served as president & CEO of Merv Griffin's Resorts
International.  Prior to this,  Mr.  Hanlon  served  as  president  of  Harrah's
Atlantic City (Harrah's Marina and Trump Plaza). Mr. Hanlon's education includes
a B.S. in Hotel  Administration from Cornell  University,  an M.S. in Accounting
and an M.B.A.  in Finance from the Wharton School,  University of  Pennsylvania,
and an Advanced Management Program at the Harvard Business School.

     Ronald J. Radcliffe,  61, was chief financial  officer,  treasurer and vice
president of the Rio Suites Hotel & Casino in Las Vegas from 1996-2000, where he
negotiated  the sale of the company to Harrah's  Entertainment,  Inc. He was the
lead company  representative  in the  company's  $125 million  secondary  public
offering,  negotiating  a $300 million  revolving  line of credit,  and a public
offering of $125 million in subordinated  debt. In 2001, Mr. Radcliffe started a
gaming  consultancy  business,  and in  2002  became  chief  financial  officer,
treasurer,  vice  president  and  principal of Siren  Gaming,  LLC, a management
company for a Native American casino. From 1993 to 1995, Mr. Radcliffe was chief
financial  officer,  treasurer and vice president of Mikohn Gaming  Corporation,
Las Vegas, NV. Prior to this, he was vice chairman,  president,  chief operating
officer and chief  financial  officer  for Sahara  Resorts,  Las Vegas,  NV. Mr.
Radcliffe is a licensed CPA who graduated with a B.S. in Business Administration
in 1968 from the University of Nevada.

     John  Sharpe,  62, has served as a director of the Company  since 2003.  He
most recently  served as president and chief  operating  officer of Four Seasons
Hotels & Resorts,  from which he  retired  in 1999,  after 23 years of  service.
During  his tenure at Four  Seasons,  the  world's  largest  operator  of luxury
hotels,  Mr. Sharpe  directed  worldwide hotel  operations,  marketing and human
resources.  Mr. Sharpe  received  numerous  industry and public  service  awards
including,  in 1999,  the  "Corporate  Hotelier of the World"  award from Hotels
Magazine,  Inc. Mr.  Sharpe has also  received  the "Silver  Plate" award of the
International  Food  Manufacturers  Association,  and the  "Gold  Award"  of the
Ontario  Hostelry  Institute.   Mr.  Sharpe  graduated  with  a  B.S.  in  Hotel
Administration  from Cornell University and is currently a trustee and treasurer



of the  Culinary  Institute of America,  and a member of the  Industry  Advisory
Council  of the  Cornell  Hotel  School.  He  currently  serves  on the board of
Fairmont Hotels & Resorts, Toronto, Canada.

Item 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

EXHIBIT NO.    EXHIBIT
- -----------    -------

    99.1       Employment  Agreement  dated as of May 23,  2005  between  Empire
               Resorts,  Inc.  and David P. Hanlon  (filed  without  exhibits or
               schedules,  all of which  are  available  upon  request,  without
               cost).

    99.2       Employment  Agreement  dated as of May 23,  2005  between  Empire
               Resorts, Inc. and Ronald J. Radcliffe.

    99.3       Press Release of Empire Resorts, Inc. dated May 24, 2005.








                                   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: May 27, 2005                     By: /s/ David P. Hanlon
                                            -----------------------------
                                            Name:  David P. Hanlon
                                            Title: Chief Executive Officer

EX-99.1

                                                                    EXHIBIT 99.1


                              EMPLOYMENT AGREEMENT

            This  EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of
May 23, 2005 (the "Commencement  Date"), by and between Empire Resorts,  Inc., a
Delaware  corporation  (the  "Company"),  and David P. Hanlon (the  "Executive")
(hereinafter collectively referred to as "the Parties").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS,  the Company  desires to employ the  Executive and to enter
into an agreement  embodying  the terms of such  employment  (together  with its
Exhibit,  this  "Agreement")  and the  Executive  desires  to  enter  into  this
Agreement and to accept such employment,  subject to the terms and provisions of
this Agreement;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants and promises of the parties contained herein,  the parties,  intending
to be legally bound, hereby agree as follows:

            1. TERM. The term of employment  under this  Agreement  shall be for
the  period  beginning  on  the  Commencement  Date  and  ending  on  the  third
anniversary of the Commencement  Date (the "Initial Term");  PROVIDED,  HOWEVER,
that the Initial Term shall thereafter be automatically  extended for additional
one-year periods  (together with the Initial Term, the "Term") unless either the
Company or the Executive  gives the other written notice at least 180 days prior
to the then-scheduled  expiration of the Term that such Party is electing not to
so extend the Term.  Notwithstanding  the  foregoing,  the Term shall end on the
date on which the Executive's  employment is earlier  terminated by either party
in accordance with the provisions of Section 11 of this Agreement.

            2. EMPLOYMENT.

               (a) POSITION.  The Executive  shall be employed by the Company as
the Chief Executive  Officer and President of the Company as of the Commencement
Date. The Executive  shall be responsible  for the day-to-day  operations of the
Company  and  exercise  the  authority  customarily  performed,  undertaken  and
exercised by persons  employed in a similar  executive  capacity.  The Executive
shall  report to the Board of  Directors.  The  Executive's  principal  place of
employment  shall,  from time to time,  be at such  location  that is reasonably
convenient  for  him to  exercise  day to day  supervision  over  the  Company's
operations and development projects.

               (b) BOARD MEMBERSHIP.  The Executive is currently a member of the
Board of  Directors of the  Company.  The Company  shall use its best efforts to
cause the  Executive to be nominated  for election to the Board during the Term,
subject at all times to the  Company's  obligations  under  applicable  laws and
regulations.

               (c) OBLIGATIONS. The Executive agrees to devote substantially his
full  business  time and  attention  to the business and affairs of the Company.
Anything  herein to the contrary  notwithstanding,  nothing  shall  preclude the
Executive from (i) continuing his activities with respect to projects summarized
in  Exhibit  A  hereto,  (ii)  serving  on the  boards  of  directors  of  trade
associations  and/or  charitable  organizations,  (iii)  engaging in  charitable







activities and community affairs, and (iv) managing his personal investments and
affairs,  provided that the  activities  described in the preceding  clauses (i)
through (iv) do not  materially  interfere  with the proper  performance  of his
duties and  responsibilities  hereunder and do not  interfere  with his devoting
substantially  his  full  business  time and  attention  to the  affairs  of the
Company.

            3. BASE SALARY. The Company agrees to pay or cause to be paid to the
Executive  commencing no later than the Commencement  Date and during the Term a
base salary at the rate of $500,000 per year or such larger  amount as the Board
may from time to time determine (the "Base Salary"). The Executive's Base Salary
shall be reviewed annually by the Compensation  Committee of the Board, with the
first  review to occur in or around June 2006,  and shall be subject to increase
from  time to time as  determined  in the sole  discretion  of the  Compensation
Committee of the Board. Such Base Salary shall be payable in accordance with the
Company's customary practices applicable to its executive officers.

            4. BONUS.

               (a) The Executive  shall be entitled to participate in any annual
bonus plan maintained by the Company for its senior executives on such terms and
conditions as may be determined from time to time by the Compensation  Committee
of the Board. The payment of any such bonus shall be in the absolute  discretion
of the Board or Compensation Committee.

               (b) Any bonus for 2005 will be prorated  based on  achievement of
targets  and  actual  commencement  of  employment.  The  bonus for 2005 will be
payable at the time  bonuses  are paid to the  Company's  executive  officers in
February 2006.

            5.  EQUITY   COMPENSATION.   The  Executive  shall  be  entitled  to
participate in the Company's equity based incentive  programs to the extent such
programs are put into place and maintained for the Company's  senior  executives
on such  terms  and  conditions  as may be  determined  from time to time by the
Compensation  Committee  of the  Board,  consistent  with  this  Agreement,  and
commensurate with his position.

            6. SIGN-ON ARRANGEMENTS.

               (a) SIGN-ON STOCK OPTION GRANTS.

                   (i) As of the  Commencement  Date the Company shall grant the
            Executive a 10-year non-qualified stock option to purchase 1,044,092
            shares of the  Company's  common  stock  pursuant to the 2005 Equity
            Incentive  Plan  (the  "Plan"),  representing  4% of  the  currently
            outstanding  shares  of  common  stock of the  Company,  subject  to
            shareholder  approval,  at an exercise price per share as determined
            under the Plan, vesting 33% 90 days following the grant date, 33% on
            the first anniversary of the grant and 34% on the second anniversary
            of the grant, and subject to earlier vesting as provided herein. The
            grant will be documented in the form attached hereto as Exhibit B.

                   (ii) As of the Commencement Date, the Company shall grant the
            Executive  an  additional  non-qualified  stock  option to  purchase
            720,000 shares,  subject to shareholder  approval and the closing of
            transaction among the Company,  Empire Resorts Holdings Inc., Empire
            Resorts  Sub,  Inc.,  Concord  Associates  Limited  Partnership  and

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            Sullivan  Resorts  (the  "Concord  Transaction"),  so that his total
            number of options will still represent 4% of the common stock of the
            Company,  vesting  33% or the later to occur of (i)  closing  of the
            Concord  Transaction  and (ii) 90 days  following the date of grant,
            33% on the first  anniversary  of the  grant  and 34% on the  second
            anniversary.  The  grant  will be  documented  in the form  attached
            hereto as Exhibit C. In the event the Concord  Transaction  does not
            close, this grant will be canceled.

               (b) SIGN-ON RESTRICTED STOCK GRANTS.

                   (i) As of the Commencement  Date, the Company shall grant the
            Executive 261,023 restricted  shares,  pursuant to the Plan, subject
            to shareholder approval, representing 1% of the Company, vesting 33%
            on the grant date, 33% on the first anniversary of grant, and 34% on
            the second  anniversary of the grant, and subject to earlier vesting
            as  provided  herein.  The  grant  will be  documented  in the  form
            attached hereto as Exhibit D.

                   (ii) As of the Commencement Date, the Company shall grant the
            Executive an additional grant of 180,000 restricted shares,  subject
            to shareholder  approval and the closing of the Concord transaction,
            vesting  33% on  grant  date,  33% on first  anniversary  and 34% on
            second  anniversary,  so that his total  number of shares will still
            represent 1% of the  Company.  The grant will be  documented  in the
            form  attached  hereto  as  Exhibit  E.  In the  event  the  Concord
            transaction does not close, this grant will be canceled.

                   (iii) The Company  will use its best  efforts to register the
            shares so that the Executive  will be able to sell shares to pay his
            tax liability.

                   (iv) The  Executive  shall have the right to make an Internal
            Revenue  Code  Section  83(b)  elections  for the  restricted  share
            grants.

                   (v) The Company will take all necessary action to ensure that
            shares are duly authorized,  validly paid and registered for sale by
            the  Executive  for so long as such  shares  may not be freely  sold
            without such registration.

            7. EMPLOYEE BENEFITS. The Executive shall be entitled to participate
in all employee benefit plans,  practices and programs maintained by the Company
and made available to senior level executive officers generally and as may be in
effect from time to time. The Executive's participation in such plans, practices
and programs  shall be on the same basis and terms as are  applicable  to senior
level executive officers of the Company generally.  Such level of benefits shall
be at a level commensurate with his position.

            8. OTHER BENEFITS.

               (a) LIFE  INSURANCE.  The  Company  shall  maintain  a term  life
insurance  policy on the life of the Executive in the amount of $2,000,000 which
shall be  payable  to  Executive's  beneficiaries.  The  Company  shall  pay the
premiums  with  respect  to such  term  life  insurance  policy  for the  period
commencing on the Commencement Date and ending on the later to occur of the last
day of the Term and the last day of the period during which welfare benefits are

                                       3





continued pursuant to Section 12(f) of this Agreement. The Company may also take
out `Key Man" life  insurance  on the life of Executive in such amounts that the
Company  shall  determine,  and the  Executive  shall  fully  cooperate  in such
efforts.

               (b)  VACATION.  The  Executive  shall be  entitled to annual paid
vacation of six weeks, in accordance with the policies periodically  established
by the Board for similarly situated executive officers of the Company.

               (c)  PERQUISITES.  The Executive shall be entitled to perquisites
on the same basis as provided to other  senior level  executive  officers at the
Company.

            9. EXPENSES.

               (a)  The   Executive   shall  be  entitled   to  receive   prompt
reimbursement of all expenses  reasonably incurred by him in connection with the
performance  of his duties  hereunder  or for  promoting,  pursuing or otherwise
furthering the business or interests of the Company,  in each case in accordance
with  policies  established  by the Board from time to time and upon  receipt of
appropriate documentation.

               (b) The Executive shall be entitled to reimbursement for:

                   (i) Relocation  expenses,  including any applicable  broker's
            expenses,  incurred by Executive and his family in  relocating  from
            Las  Vegas,  Nevada  to New  York,  provided  that in the  event the
            Executive voluntarily  terminates his employment within 12 months of
            moving,  he shall be  required  to  reimburse  the  Company for such
            moving expenses; and

                   (ii)  Expenses of temporary  housing in New York and periodic
            commutation  expenses  between  Nevada  and New  York  prior  to his
            relocation (which shall not be greater than weekly).

            10.  AIRCRAFT  TRAVEL.  The Executive shall endeavor to use business
class air travel,  but may use first class when business  class is not available
or it is  otherwise  reasonable  under  the  circumstances  and  shall  exercise
reasonable prudence not to incur unnecessary travel expenses.

            11. TERMINATION.

               (a) DEATH. The Executive's  employment  hereunder shall terminate
upon the Executive's death.

               (b) DISABILITY.  If during the term of this Agreement,  Executive
shall become ill, mentally or physically disabled, or otherwise incapacitated so
as to be unable  regularly to perform the duties of his position for a period in
excess of 120 days  ("Disability"),  then the  Company  shall  have the right to
terminate  Executive's  employment  with the  Company  upon  written  notice  to
Executive.

               (c)  CAUSE.  The  Company  shall be  entitled  to  terminate  the
Executive's  employment  for "Cause." For  purposes of this  Agreement,  "Cause"
shall mean that the  Executive  (i) pleads  "guilty"  or "no  contest"  to or is

                                       4





convicted of an act which is defined as a felony  under  federal or state law or
as a crime  under  federal  or state law  which  involves  Executive's  fraud or
dishonesty, (ii) in carrying out his duties, engages in conduct that constitutes
willful neglect or willful misconduct;  provided such plea, conviction,  neglect
or  misconduct  results  in  material  economic  harm  to  the  Company,   (iii)
Executive's  failure to obtain or maintain required licenses in the jurisdiction
where the Company currently operates or has plans to operate,  in either case as
of the commencement of Executive's  employment or (iv) the Executive's  material
breach of this Agreement.

               The  Executive's   employment  with  the  Company  shall  not  be
terminated for Cause unless he has been given written notice by the Board of its
intention to so terminate his employment (but only if susceptible to cure), such
notice (i) to state in detail the  particular act or acts or failure or failures
to act that  constitute the grounds on which the proposed  termination for Cause
is based and (ii) to be given  within 6 months after the Board knew of such acts
or failures  to act.  The  Executive  shall have 10 days after the date that the
Preliminary  Notice  of Cause is given  in which to cure  such  conduct,  to the
extent such cure is possible.

               (d) GOOD REASON.  The  Executive  may  terminate  his  employment
hereunder for "Good Reason" by delivering to the Company  written  notice of his
intention  to  terminate  his  employment  which  identifies  the  act  or  acts
constituting  Good Reason in  reasonable  detail.  The  Executive  may give such
notice with or without  conditions,  including the right to withdraw such notice
if the Company does not agree there are facts which constitute Good Reason.  The
Company shall have 60 days in which to cure.

            For  purposes  of this  Agreement,  "Good  Reason"  shall  mean  the
occurrence  of  any of the  following  without  the  Executive's  prior  written
consent: (i) the failure to appoint or continue the Executive as Chief Executive
Officer  or  President  of  the  Company;  (ii)  a  material  diminution  in the
Executive's  duties,  or the  assignment to the  Executive of duties  materially
inconsistent  with  his  duties,  positions,  authority,   responsibilities  and
reporting  requirements  as set  forth in  Section 2 of this  Agreement,  or the
assignment of duties which materially impair the Executive's ability to function
as the Chief Executive  Officer and President of the Company;  (iii) the failure
of the  Board or a  nominating  committee  thereof  to  nominate  Executive  for
election to the Board of Directors;  (iv) a reduction in or a material  delay in
payment of the  Executive's  total cash  compensation  and  benefits  from those
required to be provided in accordance with the provisions of this Agreement; (v)
a change in the reporting structure so that Executive no longer reports directly
to the Board or a committee thereof;  (vi) the Company,  the Board or any person
controlling  the Company  requires the Executive to relocate his principal place
of employment to a location  other than New York State or Nevada,  other than on
travel reasonably  required to carry out the Executive's  obligations under this
Agreement;  (vii) any  termination by Executive of his employment for any reason
other  than  death or  Disability  within one year of a Change in Control of the
Company (as defined in Section 12(h) of this Agreement; (viii) a material breach
by the Company of any of the provisions of this  Agreement;  or (ix) the failure
of the Company to obtain the  assumption in writing of its obligation to perform
this Agreement by any successor to all or substantially all of the assets of the
Company not later than the effective date of such transaction.

                                       5





               (e) WITHOUT  CAUSE.  The Company may  terminate  the  Executive's
employment  hereunder,  without Cause, at any time and for any reason (or for no
reason) by giving the Executive a Notice of Termination.

               (f)  VOLUNTARY.   The  Executive  may  terminate  his  employment
hereunder  at any time and for any reason  other than Good Reason or  Disability
(or for no reason) by giving the Company a Notice of Termination. Such voluntary
termination shall not be deemed a breach of this Agreement

               (g) NOTICE OF  TERMINATION.  For  purposes of this  Agreement,  a
"Notice  of  Termination"  shall  mean a notice  which  indicates  the  specific
termination  provision  in this  Agreement  relied  upon and which sets forth in
reasonable detail, if applicable, the facts and circumstances claimed to provide
a basis for  termination of the  Executive's  employment  under the provision so
indicated.   For  purposes  of  this  Agreement,  no  purported  termination  of
employment  which  requires a Notice of Termination  shall be effective  without
such Notice of Termination. The Termination Date (as defined below) specified in
such  Notice of  Termination  shall be no less than two weeks  from the date the
Notice of Termination is given;  PROVIDED,  HOWEVER, that (i) if the Executive's
employment is terminated by the Company due to Disability, the date specified in
the Notice of Termination  shall be at least 30 days from the date the Notice of
Termination  is given to the Executive and (ii) if the Executive  terminates his
employment  in  accordance  with  Section  11(f)  of this  Agreement,  the  date
specified in the Notice of  Termination  shall be at least 30 days from the date
the Notice of Termination is given to the Company.

               (h) TERMINATION DATE.  "Termination  Date" shall mean the date of
the termination of the Executive's  employment with the Company and specifically
(i) in the case of the Executive's death, his date of death; (ii) in the case of
a  termination  of the  Executive's  employment  for Cause,  the  relevant  date
specified  in  Section  11(c)  of  this  Agreement;  (iii)  in the  case  of the
expiration of the Term of this Agreement in accordance  with Section 1, the date
of such  expiration;  and (iv) in all other  cases,  the date  specified  in the
Notice of Termination.

            12. COMPENSATION UPON TERMINATION OF EMPLOYMENT.

               (a) FOR CAUSE;  WITHOUT GOOD  REASON.  If during the term of this
Agreement,  the Executive's employment under this Agreement is terminated by the
Company  for Cause or by the  Executive  without  Good Reason (and other than by
reason of the Executive's  death or  Disability),  the Company's sole obligation
hereunder shall be to pay the Executive the following  amounts earned  hereunder
but not paid as of the Termination Date ((i) through (iv) collectively, "Accrued
Compensation"):

                   (i) Base Salary through the Termination Date;

                   (ii) any other compensation which has been earned, accrued or
            is  owing,  under  the  terms of the  applicable  plan,  program  or
            practice,  to the Executive as of the Termination Date but not paid,
            including,  without limitation, any incentive awards under the Bonus
            Plan;

                   (iii)  reimbursement  of  any  and  all  reasonable  expenses
            incurred   in   connection   with   the   Executive's   duties   and
            responsibilities  under this  Agreement in accordance  with policies

                                       6





            established  by the  Board  from  time to time and upon  receipt  of
            appropriate documentation;

                   (iv)  other  or  additional   benefits  and  entitlements  in
            accordance with applicable  plans,  programs and arrangements of the
            Company; and

                   (v) other  than as set forth  herein,  the  vesting  of stock
            options and restricted stock shall be treated in accordance with the
            terms of the relevant plan, provided,  however, .that if Executive's
            employment hereunder is terminated by Executive without Good Reason,
            and the basis of such determination by the Executive is based upon a
            good faith  conclusion  by the  Executive and the Board of Directors
            that the direction  that the Company is going is  inconsistent  with
            the  direction  that  the  Executive  and  the  Board  of  Directors
            anticipated  that the  Company  would go as of the  commencement  of
            employment hereunder (i.e.  acquisitions and development),  then the
            stock options granted hereunder may be exercised for a period of one
            year following such termination  notwithstanding to the contrary set
            forth in the Plan.

               (b)  WITHOUT  CAUSE  OR  FOR  GOOD  REASON.  If  the  Executive's
employment  hereunder  is  terminated  by the  Company  without  Cause or by the
Executive for Good Reason,  the Company's sole obligation  hereunder shall be as
follows:

                   (i)  the  Company   shall  pay  the   Executive  the  Accrued
            Compensation;

                   (ii) the Company shall pay the Executive a Pro-rata Bonus, at
            such time as other  participants  in the Bonus  Plan are paid  their
            respective bonuses in respect of that fiscal year;

                   (iii) if the Company has obtained "key man" life insurance in
            such amounts sufficient to cover this obligation (whether or not the
            Company has maintained such  insurance),  the Company shall continue
            to pay the Executive  Base Salary and target bonus for the remainder
            of the Term (the "Salary Continuation Period"), based on Executive's
            annual  Base  Salary  and  his  target  bonus  for  the  year of his
            termination, in equal installments, in accordance with the Company's
            customary payroll practices to its executive officers;

                   (iv) the Company shall continue to pay the premiums  provided
            for in Section 8(a) of this  Agreement for the time period set forth
            therein;

                   (v) all stock  options  as forth on  Schedules  B and C shall
            vest on the Termination Date and remain  exercisable for four years,
            but not longer than the scheduled term of the option; and

                   (vi) all  restricted  shares set forth on  Schedules  D and E
            shall vest on the Termination Date;

                   (vii) In the event the Executive  terminates  his  employment
            for Good Reason following a Change of Control as provided in Section
            11(d),  the Company  shall pay the  benefits  described  in Sections
            12(b)(i), (ii) and (iii) in a lump sum.

                                       7





               (c)  DISABILITY.  If  the  Executive's  employment  hereunder  is
terminated by the Company by reason of the Executive's Disability, the Company's
sole obligation hereunder shall be as follows:

                   (i)  the  Company   shall  pay  the   Executive  the  Accrued
            Compensation;

                   (ii) the  Executive  shall be entitled to benefits  under the
            Company's regular and any supplemental  long-term disability plan or
            plans;

                   (iii) the Company shall pay the  Executive a Pro-rata  Bonus,
            at such time as other  participants in the Bonus Plan are paid their
            respective bonuses in respect of that fiscal year;

                   (iv) the Company shall continue to pay the premiums  provided
            for in Section 8(a) of this  Agreement for the time period set forth
            therein;

                   (v) stock  options  as set forth on  Schedules  B and C shall
            vest on the Termination Date and remain  exercisable for a period of
            four years,  but not longer than the  scheduled  term of the option;
            and

                   (vi)  restricted  stock set forth on  Schedules D and E shall
            vest on the Termination Date.

               (d) DEATH. If the Executive's  employment hereunder is terminated
due to his death, the Company's sole obligation hereunder shall be as follows:

                   (i) the  Company  shall  pay the  Executive's  estate  or his
            beneficiaries (as the case may be) the Accrued Compensation;

                   (ii)  the  Company  shall  pay  the  Executive's   estate  or
            beneficiaries   (as  the  case  may  be),  at  such  time  as  other
            participants in the Bonus Plan are paid their respective  bonuses in
            respect of that fiscal  year,  a Pro-Rata  Bonus with respect to the
            fiscal year in which the Termination Date occurs;

                   (iii)  the  Company  shall  provide  such  assistance  as  is
            necessary to facilitate the payment of the life  insurance  proceeds
            provided  for in Section 8(a) of this  Agreement to the  Executive's
            beneficiary or beneficiaries;

                   (iv) stock  options  shall vest on the  Termination  Date and
            shall remain  exercisable  for a period of one year,  but not longer
            than the scheduled term of the option; and

                   (v)  restricted  stock and other equity  awards shall vest on
            the Termination Date.

               (e)  DETERMINATION  OF BASE SALARY.  For purposes of this Section
12, Base Salary shall be determined by the Base Salary at the annualized rate in
effect on the Termination Date.

                                       8





               (f) CONTINUATION OF EMPLOYEE BENEFITS.  Notwithstanding  anything
to the contrary, in addition to any amounts payable above, the Company shall, at
its expense, during the Salary Continuation Period, provide to the Executive and
his  beneficiaries  continued  participation  in all  medical,  dental,  vision,
prescription drug, hospitalization and life insurance coverages and in all other
employee  welfare and pension benefit plans,  programs and arrangements in which
the Executive was participating immediately prior to the Termination Date. COBRA
benefits will commence after the Salary Continuation Period. Notwithstanding the
foregoing,  the Company's  obligation  to provide  welfare  benefits  under this
Section  12(f)  shall be reduced to the extent  that  equivalent  coverages  and
benefits are provided under the plans,  programs or arrangements of a subsequent
employer.

               (g) NO MITIGATION;  NO OFFSET. In the event of any termination of
his employment  hereunder,  the Executive  shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation provided to the Executive in any subsequent  employment,  except as
provided in Section 12(f) of this Agreement.

               (h) CHANGE OF CONTROL.  For purposes of this Agreement,  the term
"Change of  Control"  shall be deemed to have  occurred as of the first day that
any one or more of the following conditions is satisfied:

                   (i) Any person is or becomes the "beneficial  owner" (as that
            term is defined in Rule 13d-3 under the Exchange  Act),  directly or
            indirectly, of securities of the Company representing 50% or more of
            the  combined  voting  power  of  the  Company's  then   outstanding
            securities(other  than  current  shareholders   resulting  from  the
            Concord Transaction); or

                   (ii)  Any  of  the  following   occur:   (A)  any  merger  or
            consolidation  of the Company,  other than a merger or consolidation
            in which the voting  securities of the Company  immediately prior to
            the  merger  or  consolidation  continue  to  represent  (either  by
            remaining  outstanding  or being  converted  into  securities of the
            surviving  entity) 20% or more of the  combined  voting power of the
            Company  or  surviving  entity   immediately  after  the  merger  or
            consolidation  with another entity; (B) any sale,  exchange,  lease,
            mortgage,  pledge,  transfer,  or  other  disposition  (in a  single
            transaction  or  a  series  of  related   transactions)  of  all  or
            substantially all of the assets or earning power of the Company on a
            consolidated  basis; (C) any complete  liquidation or dissolution of
            the  Company;  (D)  any  reorganization,   reverse  stock  split  or
            recapitalization  of the  Company  that would  result in a Change of
            Control as  otherwise  defined  herein;  or (E) any  transaction  or
            series of related transactions having,  directly or indirectly,  the
            same effect as any of the foregoing.

The Concord  Transaction  (as currently  contemplated or in any amended form) is
specifically excluded from the events constituting a Change of Control.

                   (i)  RELEASE.  In exchange  for the payment by the Company of
            the amounts  contemplated  by Section 12(b) of this  Agreement,  the

                                       9





            Executive  agrees to execute  such form of release  with  respect to
            claims for such payment as is mutually and reasonably  acceptable to
            the Company and the Executive.

            13. EMPLOYEE COVENANTS.

               (a) UNAUTHORIZED DISCLOSURE.  The Executive shall not, during the
term of this Agreement and thereafter,  make any  Unauthorized  Disclosure.  For
purposes of this Agreement,  "Unauthorized  Disclosure" shall mean disclosure by
the  Executive  without  the prior  written  consent of the Board to any person,
other  than an  employee  of the  Company  or a  person  to whom  disclosure  is
reasonably  necessary or appropriate in connection  with the  performance by the
Executive  of  his  duties  as an  executive  officer  of  the  Company,  of any
confidential  information  relating to the  business or prospects of the Company
including,  but not limited to, any confidential information with respect to any
of the  Company's  customers,  products,  methods of  distribution,  strategies,
business and marketing plans and business policies and practices,  except (i) to
the extent  disclosure is or may be required by law, by a court of law or by any
governmental  agency or other  person or entity with  apparent  jurisdiction  to
require him to divulge,  disclose or make available such  information or (ii) in
confidence  to an  attorney  or  other  advisor  for  the  purpose  of  securing
professional  advice  concerning the Executive's  personal matters provided such
attorney or other advisor  agrees to observe these  confidentiality  provisions.
Unauthorized  Disclosure  shall  not  include  the  use  or  disclosure  by  the
Executive,  without consent, of any information known generally to the public or
known  within  the  Company's  trade or  industry  (other  than as a  result  of
disclosure  by him in  violation of this Section  13(a)).  This  confidentiality
covenant has no temporal, geographical or territorial restriction.

               (b) NON-COMPETITION.  During the Non-Competition Period described
below,  the  Executive  shall not,  directly  or  indirectly,  without the prior
written consent of the Company, own, manage, operate, join, control, be employed
by,  consult with or  participate  in the  ownership,  management,  operation or
control of, or be connected with (as a stockholder,  partner,  or otherwise) the
gaming  industry in the  geographic  areas where the Company is operating or has
plans to operate as of the beginning of the  Non-Competition  Period;  PROVIDED,
HOWEVER, that the "beneficial  ownership" (as that term is defined in Rule 13d-3
under the Exchange Act) by the  Executive  after his  termination  of employment
with the Company,  either  individually or as a member of a "group" for purposes
of Section  13(d)(3)  under the  Exchange  Act and the  regulations  promulgated
thereunder,  of not more than two  percent  (2%) of the  voting  stock of any of
these  corporations  which are  publicly  held shall not be a violation  of this
Agreement.

               (c) NON-SOLICITATION. During the Non-Competition Period described
below,  the Executive  shall not,  either  directly or  indirectly,  alone or in
conjunction with another person, interfere with or harm, or attempt to interfere
with  or  harm,  the  relationship  of  the  Company,  its  subsidiaries  and/or
affiliates, with any person who at any time was an employee of the Company.

               (d) For purposes of this Agreement,  the "Non-Competition Period"
means the period that Executive is employed by the Company,  plus the greater of
(i) one year  following  the voluntary  termination  of  Executive's  employment
without Good Reason, (ii) one year following termination of the Executive by the
Company for Cause, or (iii) the balance of the Salary Continuation Period.

                                       10





               (e) REMEDIES.  The Executive  agrees that any breach of the terms
of this Section 13 would result in irreparable  injury and damage to the Company
for which the  Company  would  have no  adequate  remedy at law;  the  Executive
therefore  also agrees that in the event of said breach or any threat of breach,
the Company shall be entitled to seek an immediate  injunction  and  restraining
order to prevent such breach and/or threatened breach and/or continued breach by
the  Executive,  in addition  to any other  remedies to which the Company may be
entitled at law or in equity.  The Executive and the Company  further agree that
the  provisions of the covenants not to compete and solicit are  reasonable  and
that the  Company  would  not  have  entered  into  this  Agreement  but for the
inclusion of such  covenants  herein.  Should a court or  arbitrator  determine,
however,  that any provision of the covenants is unreasonable,  either in period
of time,  geographical  area,  or otherwise,  the parties  hereto agree that the
covenants  should be  interpreted  and enforced to the maximum extent which such
court or arbitrator deems reasonable.

            14. CERTAIN ADDITIONAL PAYMENTS.

               (a) In the event it shall be determined that any payment, benefit
or  distribution  of any  type to or for the  benefit  of the  Executive  by the
Company,  any of its  affiliates,  or  any  person  who  acquires  ownership  or
effective  control of the Company or ownership of a  substantial  portion of the
Company's  assets  (within the meaning of Section 280G of the  Internal  Revenue
Code of 1986, as amended (the "Code"),  and the  regulations  thereunder) or any
affiliate of such person,  whether paid or payable,  received or receivable,  or
distributed  or  distributable  pursuant  to the  terms  of  this  Agreement  or
otherwise  (the  "Total  Payments"),  is or would be  subject  to the excise tax
imposed by Section  4999 of the Code or any similar  successor  provision or any
interest or penalties with respect to such excise tax (such excise tax, together
with any such  interest  and  penalties,  are  collectively  referred  to as the
"Excise  Tax"),  then the  Executive  shall be entitled to receive an additional
payment (the  "Gross-Up  Payment")  in an amount such that after  payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the
Executive  retains  an amount of the  Gross-Up  Payment  equal to the Excise Tax
imposed upon the Total Payments (not including the Gross-Up Payment).

               (b) All  determinations  as to whether any of the Total  Payments
are  "parachute  payments"  (within  the  meaning of Section  280G of the Code),
whether a Gross-Up Payment is required,  the amount of such Gross-Up Payment and
any amounts relevant to the last sentence of Section 14(a),  shall be made by an
independent  accounting firm selected by the Company from among the largest four
accounting  firms in the United States (the "Accounting  Firm").  The Accounting
Firm shall  provide  its  determination  (the  "Determination"),  together  with
detailed supporting  calculations,  regarding the amount of any Gross-Up Payment
and any other relevant  matter,  both to the Company and the  Executive,  within
fifteen days of the Termination Date, if applicable,  or such earlier time as is
requested by the Company or the Executive (if the Executive  reasonably believes
that  any of the  Total  Payments  may  be  subject  to  the  Excise  Tax).  Any
determination  by the Accounting  Firm shall be binding upon the Company and the
Executive.  As a result of uncertainty in the application of Section 4999 of the
Code at the time of the initial  determination by the Accounting Firm hereunder,
it may be  determined  that the  Company  should  have  made  Gross-Up  Payments
("Underpayment"),  or that Gross-Up  Payments will have been made by the Company
which  should not have been made  ("Overpayment").  In either  such  event,  the

                                       11





Accounting  Firm shall  determine the amount of the  Underpayment or Overpayment
that  has  occurred.  In  the  case  of an  Underpayment,  the  amount  of  such
Underpayment  shall be promptly paid by the Company to or for the benefit of the
Executive. In the case of an Overpayment,  the Executive shall, at the direction
and  expense  of the  Company,  take  such  steps  as are  reasonably  necessary
(including  the filing of returns  and claims  for  refund),  follow  reasonable
instructions  from, and procedures  established  by, the Company,  and otherwise
reasonably cooperate with the Company to correct such Overpayment. The Executive
and the Company  shall each  reasonably  cooperate  with the other in connection
with any  administrative  or judicial  proceedings  concerning  the existence or
amount of liability for Excise Tax with respect to the Total Payments.

            15. SECTION 409A.

            It is the  intention  of the  Parties  that  this  Agreement  comply
strictly  with  the  provisions  of  Section  409A  of  the  Code  and  Treasury
Regulations and other Internal Revenue Service guidance  promulgated  thereunder
(the "Section 409A Rules").  Accordingly,  this  Agreement,  including,  but not
limited to, any provisions  relating to severance  payments and the terms of any
grants of  restricted  stock or options  hereunder,  may be amended from time to
time as may be necessary or appropriate to comply with the Section 409A Rules.

            16. WITHHOLDING OF TAXES.

            The  Company  may take  such  actions  as it may  deem  appropriate,
consistent  with  applicable  law,  in  connection  with any  compensation  paid
pursuant  to  this  Agreement  with  respect  to the  withholding  of any  taxes
(including income or employment taxes) or any other tax matters,  including, but
not limited to, requiring the Executive to furnish to the Company any applicable
withholding  taxes prior to the issuance of stock pursuant to an option grant or
the vesting of restricted stock.

            17. INDEMNIFICATION; INSURANCE; LIMITATION OF LIABILITY.

               (a) The Company agrees that if the Executive is made a party,  or
is threatened to be made a party,  to any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative (a "Proceeding"), by reason of
the fact that he is or was a director,  officer or employee of the Company or is
or was serving at the request of the  Company as a  director,  officer,  member,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  including service with respect to employee benefit plans, the
Executive  shall be indemnified  and held harmless by the Company to the fullest
extent  legally  permitted  or  authorized  by  the  Company's   certificate  of
incorporation  or bylaws or resolutions of the Company's Board against all cost,
expense,  liability and loss (including,  without  limitation,  attorneys' fees,
judgments,  fines,  ERISA excise  taxes or other  liabilities  or penalties  and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Executive in connection therewith, and such indemnification shall continue as to
the Executive even if he has ceased to be a director,  member, employee or agent
of the Company or other entity and shall inure to the benefit of the Executive's
heirs, executors and administrators.  The Company shall advance to the Executive
all costs and expenses  incurred by him in connection with a Proceeding within a
reasonable  time.  Such request shall include an undertaking by the Executive to

                                       12





repay the amount of such advance if it shall ultimately be determined that he is
not entitled by law to be indemnified against such costs and expenses;  provided
that the amount of such  obligation  to repay shall be limited to the  after-tax
amount of any such advance  except to the extent the Executive is able to offset
such taxes incurred on the advance by the tax benefit, if any, attributable to a
deduction realized by him for the repayment.

               (b)  Neither the  failure of the  Company  (including  its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of any Proceeding  concerning payment of amounts claimed by the
Executive  under  Section 17(a) above that  indemnification  of the Executive is
proper  because  he  has  met  the  applicable   standard  of  conduct,   nor  a
determination by the Company (including its Board,  independent legal counsel or
stockholders)  that  the  Executive  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  in any  judicial  proceeding  that  the
Executive has not met the applicable standard of conduct.

               (c) The Company  agrees to continue and maintain a directors' and
officers' liability insurance policy covering the Executive,  until such time as
actions  against the  Executive  are no longer  permitted by law, with terms and
conditions no less favorable  than the most favorable  coverage then applying to
any other senior level executive officer or director of the Company.

            18. REPRESENTATIONS.

               (a) The  Executive  represents  and warrants that he has the free
and unfettered right to enter into this Agreement and to perform his obligations
under it and that he knows of no  agreement  between  him and any other  person,
firm or  organization,  or any law or regulation,  that would be violated by the
performance of his obligations under this Agreement.

               (b)  The  Company  represents  that  (i)  the  execution  of this
agreement and the provision of all benefits and grants provided herein have been
duly authorized by the Company,  including,  where  necessary,  by the Board and
Compensation  Committee,  (ii) the execution,  delivery and  performance of this
Agreement does not violate any law, regulation,  order, decree,  agreement, plan
or corporate  governance  document of the Company,  (iii) upon the execution and
delivery of this agreement,  it shall be the valid and binding obligation of the
Company  enforceable  in accordance  with its terms,  (iv) there are no material
investigations  by any  governmental  authority of the Company or its affiliates
pending,  or to the actual  knowledge  of the Company,  threatened,  and Company
senior management knows of no facts that would warrant such  investigation,  (v)
there are no facts or  circumstances  that may  result in a  material  financial
restatement,  and (vi) it will use its  commercially  reasonable best efforts to
obtain  "key  man"  life  insurance  on the life of  Executive  as  promptly  as
reasonably  practicable  in order to fund the  obligations  of the Company under
Section 12(b)(iii) hereof.

            19. SUCCESSORS AND ASSIGNS.

               (a) This  Agreement  shall be binding upon and shall inure to the
benefit of the Company, its successors and assigns and the Company shall require
any successor or assign to expressly  assume and agree to perform this Agreement

                                       13





in the same manner and to the same extent that the Company  would be required to
perform it if no such  succession or assignment  had taken place.  The term "the
Company" as used herein shall include any such successors and assigns.  The term
"successors and assigns" as used herein shall mean a corporation or other entity
acquiring  or  otherwise   succeeding  to,   directly  or  indirectly,   all  or
substantially  all the  assets  and  business  of the  Company  (including  this
Agreement) whether by operation of law or otherwise.

               (b) Neither this  Agreement  nor any right or interest  hereunder
shall be assignable or transferable by the Executive, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal personal representative.

            20.  ARBITRATION.  Except with  respect to the remedies set forth in
Section 13(e) hereof,  if in the event of any  controversy  or claim between the
Company or any of its affiliates and the Executive arising out of or relating to
this  Agreement,  either party  delivers to the other party a written demand for
arbitration of a controversy or claim,  then such claim or controversy  shall be
submitted to binding arbitration.  The binding arbitration shall be administered
by the American Arbitration  Association under its Commercial Arbitration Rules.
The  arbitration  shall take place in New York,  NY. Each of the Company and the
Executive  shall  appoint  one  person  to act  as an  arbitrator,  and a  third
arbitrator shall be chosen by the first two arbitrators (such three arbitrators,
the  "Panel").  The Panel  shall have no  authority  to award  punitive  damages
against the Company or the Executive.  The arbitrator shall have no authority to
add  to,  alter,  amend  or  refuse  to  enforce  any  portion  of the  disputed
agreements.  The Company and the Executive  each waive any right to a jury trial
or to petition for stay in any action or  proceeding  of any kind arising out of
or relating to this  Agreement.  Pending the  resolution of any claim under this
Section 18, the Executive (and his beneficiaries)  shall continue to receive all
payments and benefits  due under this  Agreement,  except to the extent that the
arbitrator(s) otherwise provide.

            21. FEES AND EXPENSES.  The Company shall pay the  reasonable  legal
fees reasonably incurred by the Executive in connection with the negotiation and
execution of this  Agreement.  In addition,  the Company  agrees to pay promptly
upon presentation of an invoice from the Executive, to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably  incur as
a result of (a) any contest by the Company of the validity or enforceability of,
or liability under,  any provision of this Agreement,  (b) any effort to enforce
the  Executive's  rights  hereunder or (c) any dispute between the Executive and
the Company relating to this Agreement; provided that the claim by the Executive
is made in good faith and upon a reasonable basis.

            22.  NOTICE.  For the  purposes of this  Agreement,  notices and all
other  communications  provided for in the  Agreement  (including  the Notice of
Termination)  shall be in  writing  and shall be deemed to have been duly  given
when  personally  delivered  or sent by  registered  or certified  mail,  return
receipt  requested,  postage  prepaid,  or upon  receipt if  overnight  delivery
service or facsimile is used, addressed as follows:

                                       14




            TO THE EXECUTIVE:

            David P. Hanlon
            7174 Durango Street
            Las Vegas, NV  89120

            with a copy to:

            Sara Stewart Champion
            Vedder, Price, Kaufman & Kammholz, P.C.
            805 Third Avenue
            New York, NY 10022

            TO THE COMPANY:

            Empire Resorts, Inc.
            P.O. Box 5013
            Monticello, New York  12701-5193


            with a copy to:

            Robert H. Friedman
            Olshan Grundman Frome Rosenzweig & Wolosky LLP
            Park Avenue Tower
            65 East 55th Street
            New York, New York  10022

            23.  SETTLEMENT  OF CLAIMS.  The  Company's  obligation  to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder  shall  not be  affected  by  any  circumstances,  including,  without
limitation, any set-off, counterclaim,  recoupment, defense or other right which
the Company may have against the Executive or others.

            24.  SURVIVORSHIP.  Except as otherwise set forth in this Agreement,
the respective rights and obligations of the Executive and the Company hereunder
shall survive any termination of the Executive's employment.

            25.  MISCELLANEOUS.  No provision of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing  and signed by the  Executive  and the  Company.  No waiver by either
party  hereto  at any time of any  breach  by the  other  party  hereto  of,  or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the same or at any prior or  subsequent  time.  No  agreement  or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

                                       15





            26. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York without giving
effect to the conflict of law principles thereof.

            27.  SEVERABILITY.  The provisions of this Agreement shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

            28.  ENTIRE  AGREEMENT.   This  Agreement   constitutes  the  entire
agreement  between the parties hereto and supersedes  all prior  agreements,  if
any,  understandings  and  arrangements,  oral or  written,  between the parties
hereto with respect to the subject matter hereof. This Agreement may be executed
in one or more counterparts.

                                       16





            IN WITNESS  WHEREOF,  the Company has caused  this  Agreement  to be
executed by its duly  authorized  officer and the  Executive  has executed  this
Agreement as of the day and year first above written.

                                         THE COMPANY:

                                         EMPIRE RESORTS, INC.

                                         By: /s/ John Sharpe
                                             -------------------
                                             John Sharpe
                                             Chairman of the Board


                                         THE EXECUTIVE:



                                         /s/ David P. Hanlon
                                         -------------------
                                         David P. Hanlon

                                       17

EX-99.2

                                                                    EXHIBIT 99.2


                              EMPLOYMENT AGREEMENT

            This  EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of
May 23, 2005 (the "Commencement  Date"), by and between Empire Resorts,  Inc., a
Delaware  corporation  (the "Company"),  and Ronald Radcliffe (the  "Executive")
(hereinafter collectively referred to as "the Parties").

                              W I T N E S S E T H:
                               - - - - - - - - - -

            WHEREAS,  the Company  desires to employ the  Executive and to enter
into an agreement  embodying  the terms of such  employment  (together  with its
Exhibit,  this  "Agreement")  and the  Executive  desires  to  enter  into  this
Agreement and to accept such employment,  subject to the terms and provisions of
this Agreement;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants and promises of the parties contained herein,  the parties,  intending
to be legally bound, hereby agree as follows:

            1. TERM. The term of employment  under this  Agreement  shall be for
the  period  beginning  on  the  Commencement  Date  and  ending  on  the  third
anniversary of the Commencement Date (the "Initial Term").  Notwithstanding  the
foregoing, the Term shall end on the date on which the Executive's employment is
earlier  terminated by either party in accordance with the provisions of Section
10 of this Agreement.

            2. EMPLOYMENT.

               (a) POSITION.  The Executive  shall be employed by the Company as
its Chief Financial Officer as of the Commencement  Date. The Executive shall be
responsible for those  functions and operations as are typically  performed by a
chief  financial  officer.  The  Executive  shall report to the Chief  Executive
Officer.

               (b) OBLIGATIONS. The Executive agrees to devote substantially his
full  business  time and  attention  to the business and affairs of the Company.
Anything  herein to the contrary  notwithstanding,  nothing  shall  preclude the
Executive  from (i)  serving on the boards of  directors  of trade  associations
and/or  charitable  organizations,  (ii) engaging in charitable  activities  and
community  affairs,  and (iii)  managing his personal  investments  and affairs,
provided  that the  activities  described in the  preceding  clauses (i) through
(iii) do not materially  interfere with the proper performance of his duties and
responsibilities  hereunder and do not interfere with his devoting substantially
his full business time and attention to the affairs of the Company.

            3. BASE SALARY. The Company agrees to pay or cause to be paid to the
Executive  commencing no later than the Commencement  Date and during the Term a
base salary at the rate of $275,000 per year or such larger  amount as the Board
may from time to time determine (the "Base  Salary").  Such Base Salary shall be
payable in accordance with the Company's customary  practices  applicable to its
executive officers.

            4. BONUS.  The  Executive  shall be entitled to  participate  in any
annual bonus plan  maintained  by the Company for its senior  executives on such
terms and conditions as may be determined from time to time by the  Compensation







Committee  of the Board.  The payment of any such bonus shall be in the absolute
discretion of the Board or Compensation Committee.

            5.  EQUITY   COMPENSATION.   The  Executive  shall  be  entitled  to
participate in the Company's equity based incentive  programs to the extent such
programs are put into place and maintained for the Company's  senior  executives
on such  terms  and  conditions  as may be  determined  from time to time by the
Compensation  Committee  of the  Board,  consistent  with  this  Agreement,  and
commensurate with his position.

            6. OPTION GRANT. As of the Commencement Date the Company shall grant
the Executive a 10-year non-qualified stock option to purchase 150,000 shares of
the  Company's  common  stock  pursuant to the 2005 Equity  Incentive  Plan (the
"Plan"),  subject to  shareholder  approval,  at an exercise  price per share as
determined under the Plan,  vesting 33% 90 days following the grant date, 33% on
the first  anniversary  of the grant and 34% on the  second  anniversary  of the
grant, and subject to earlier vesting as provided herein.

            7. EMPLOYEE BENEFITS. The Executive shall be entitled to participate
in all employee benefit plans,  practices and programs maintained by the Company
and made available to senior level executive officers generally and as may be in
effect from time to time. The Executive's participation in such plans, practices
and programs  shall be on the same basis and terms as are  applicable  to senior
level executive officers of the Company generally.  Such level of benefits shall
be at a level commensurate with his position.

            8. OTHER BENEFITS.

               (a)  VACATION.  The  Executive  shall be  entitled to annual paid
vacation of four weeks, in accordance with the policies periodically established
by the Board for similarly situated executive officers of the Company.

               (b)  PERQUISITES.  The Executive shall be entitled to perquisites
on the same basis as provided to other  senior level  executive  officers at the
Company.

            9. EXPENSES.

               (a)  The   Executive   shall  be  entitled   to  receive   prompt
reimbursement of all expenses  reasonably incurred by him in connection with the
performance  of his duties  hereunder  or for  promoting,  pursuing or otherwise
furthering the business or interests of the Company,  in each case in accordance
with  policies  established  by the Board from time to time and upon  receipt of
appropriate documentation.

               (b) The Executive shall be entitled to reimbursement for expenses
of  temporary  housing in New York and  periodic  commutation  expenses  between
Nevada and New York (which shall not be greater than weekly).

            10. TERMINATION.

               (a) DEATH. The Executive's  employment  hereunder shall terminate
upon the Executive's death.

                                       2





               (b) DISABILITY.  If during the term of this Agreement,  Executive
shall become ill, mentally or physically disabled, or otherwise incapacitated so
as to be unable  regularly to perform the duties of his position for a period in
excess of 120 days  ("Disability"),  then the  Company  shall  have the right to
terminate  Executive's  employment  with the  Company  upon  written  notice  to
Executive.

               (c)  CAUSE.  The  Company  shall be  entitled  to  terminate  the
Executive's  employment  for "Cause." For  purposes of this  Agreement,  "Cause"
shall mean that the  Executive  (i) pleads  "guilty"  or "no  contest"  to or is
convicted of an act which is defined as a felony  under  federal or state law or
as a crime  under  federal  or state law  which  involves  Executive's  fraud or
dishonesty, (ii) in carrying out his duties, engages in conduct that constitutes
willful neglect or willful misconduct;  provided such plea, conviction,  neglect
or  misconduct  results  in  material  economic  harm  to  the  Company,   (iii)
Executive's  failure to obtain or maintain required licenses in the jurisdiction
where the Company currently operates or has plans to operate,  in either case as
of the commencement of Executive's  employment or (iv) the Executive's  material
breach of this Agreement.

               The  Executive's   employment  with  the  Company  shall  not  be
terminated for Cause unless he has been given written notice by the Board of its
intention to so terminate his employment (but only if susceptible to cure), such
notice (i) to state in detail the  particular act or acts or failure or failures
to act that  constitute the grounds on which the proposed  termination for Cause
is based and (ii) to be given  within 6 months after the Board knew of such acts
or failures  to act.  The  Executive  shall have 10 days after the date that the
Preliminary  Notice  of Cause is given  in which to cure  such  conduct,  to the
extent such cure is possible.

               (d) GOOD REASON.  The  Executive  may  terminate  his  employment
hereunder for "Good Reason" by delivering to the Company  written  notice of his
intention  to  terminate  his  employment  which  identifies  the  act  or  acts
constituting  Good Reason in  reasonable  detail.  The  Executive  may give such
notice with or without  conditions,  including the right to withdraw such notice
if the Company does not agree there are facts which constitute Good Reason.  The
Company shall have 60 days in which to cure.

            For  purposes  of this  Agreement,  "Good  Reason"  shall  mean  the
occurrence  of  any of the  following  without  the  Executive's  prior  written
consent: (i) the failure to appoint or continue the Executive as Chief Financial
Officer of the Company; (ii) a material diminution in the Executive's duties, or
the  assignment  to the  Executive of duties  materially  inconsistent  with his
duties, positions, authority, responsibilities and reporting requirements as set
forth  in  Section  2 of this  Agreement,  or the  assignment  of  duties  which
materially  impair the  Executive's  ability to function as the Chief  Financial
Officer of the Company;  (iii) a reduction in or a material  delay in payment of
the Executive's  total cash  compensation and benefits from those required to be
provided  in  accordance  with the  provisions  of this  Agreement;  or (iv) the
failure of the Company to obtain the  assumption in writing of its obligation to
perform this  Agreement  by any  successor  to all or  substantially  all of the
assets of the Company not later than the effective date of such transaction.

                                       3





               (e) WITHOUT  CAUSE.  The Company may  terminate  the  Executive's
employment  hereunder,  without Cause, at any time and for any reason (or for no
reason) by giving the Executive a Notice of Termination.

               (f)  VOLUNTARY.   The  Executive  may  terminate  his  employment
hereunder  at any time and for any reason  other than Good Reason or  Disability
(or for no reason) by giving the Company a Notice of Termination. Such voluntary
termination shall not be deemed a breach of this Agreement

               (g) NOTICE OF  TERMINATION.  For  purposes of this  Agreement,  a
"Notice  of  Termination"  shall  mean a notice  which  indicates  the  specific
termination  provision  in this  Agreement  relied  upon and which sets forth in
reasonable detail, if applicable, the facts and circumstances claimed to provide
a basis for  termination of the  Executive's  employment  under the provision so
indicated.   For  purposes  of  this  Agreement,  no  purported  termination  of
employment  which  requires a Notice of Termination  shall be effective  without
such Notice of Termination. The Termination Date (as defined below) specified in
such  Notice of  Termination  shall be no less than two weeks  from the date the
Notice of Termination is given;  PROVIDED,  HOWEVER, that (i) if the Executive's
employment is terminated by the Company due to Disability, the date specified in
the Notice of Termination  shall be at least 30 days from the date the Notice of
Termination  is given to the Executive and (ii) if the Executive  terminates his
employment  in  accordance  with  Section  10(f)  of this  Agreement,  the  date
specified in the Notice of  Termination  shall be at least 30 days from the date
the Notice of Termination is given to the Company.

               (h) TERMINATION DATE.  "Termination  Date" shall mean the date of
the termination of the Executive's  employment with the Company and specifically
(i) in the case of the Executive's death, his date of death; (ii) in the case of
a  termination  of the  Executive's  employment  for Cause,  the  relevant  date
specified  in  Section  10(c)  of  this  Agreement;  (iii)  in the  case  of the
expiration of the Term of this Agreement in accordance  with Section 1, the date
of such  expiration;  and (iv) in all other  cases,  the date  specified  in the
Notice of Termination.

            11. COMPENSATION UPON TERMINATION OF EMPLOYMENT.

               (a) FOR CAUSE;  WITHOUT GOOD  REASON.  If during the term of this
Agreement,  the Executive's employment under this Agreement is terminated by the
Company  for Cause or by the  Executive  without  Good Reason (and other than by
reason of the Executive's  death or  Disability),  the Company's sole obligation
hereunder shall be to pay the Executive the following  amounts earned  hereunder
but not paid as of the Termination Date ((i) through (iv) collectively, "Accrued
Compensation"):

                   (i) Base Salary through the Termination Date;

                   (ii)  reimbursement  of  any  and  all  reasonable   expenses
            incurred   in   connection   with   the   Executive's   duties   and
            responsibilities  under this  Agreement in accordance  with policies
            established  by the  Board  from  time to time and upon  receipt  of
            appropriate documentation; and

                   (iii)  other  or  additional  benefits  and  entitlements  in
            accordance with applicable  plans,  programs and arrangements of the
            Company.

                                       4





               (b)  WITHOUT  CAUSE  OR  FOR  GOOD  REASON.  If  the  Executive's
employment  hereunder  is  terminated  by the  Company  without  Cause or by the
Executive for Good Reason,  the Company's sole obligation  hereunder shall be as
follows:

                   (i)  the  Company   shall  pay  the   Executive  the  Accrued
            Compensation;

                   (ii) the Company shall pay the Executive a Pro-rata Bonus, at
            such time as other  participants  in the Bonus  Plan are paid  their
            respective bonuses in respect of that fiscal year;

                   (iii) the Company shall  continue to pay the  Executive  Base
            Salary for a period of six (6)  months  following  such  termination
            (the  "Salary  Continuation  Period"),  in  equal  installments,  in
            accordance  with the Company's  customary  payroll  practices to its
            executive officers;

               (c)  DISABILITY.  If  the  Executive's  employment  hereunder  is
terminated by the Company by reason of the Executive's Disability, the Company's
sole obligation hereunder shall be as follows:

                   (i)  the  Company   shall  pay  the   Executive  the  Accrued
            Compensation; and

                   (ii) the  Executive  shall be entitled to benefits  under the
            Company's regular and any supplemental  long-term disability plan or
            plans;

               (d) DEATH. If the Executive's  employment hereunder is terminated
due to his death,  the Company's sole  obligation  hereunder shall be to pay the
Executive's  estate  or his  beneficiaries  (as the  case  may  be) the  Accrued
Compensation.

               (e) DETERMINATION  OF BASE  SALARY.  For purposes of this Section
11, Base Salary shall be determined by the Base Salary at the annualized rate in
effect on the Termination Date.

               (f) CONTINUATION OF EMPLOYEE BENEFITS.  Notwithstanding  anything
to the contrary, in addition to any amounts payable above, the Company shall, at
its expense, during the Salary Continuation Period, provide to the Executive and
his  beneficiaries  continued  participation  in all  medical,  dental,  vision,
prescription drug, hospitalization and life insurance coverages and in all other
employee  welfare and pension benefit plans,  programs and arrangements in which
the Executive was participating immediately prior to the Termination Date. COBRA
benefits will commence after the Salary Continuation Period. Notwithstanding the
foregoing,  the Company's  obligation  to provide  welfare  benefits  under this
Section  11(f)  shall be reduced to the extent  that  equivalent  coverages  and
benefits are provided under the plans,  programs or arrangements of a subsequent
employer.

               (g) NO MITIGATION;  NO OFFSET. In the event of any termination of
his employment  hereunder,  the Executive  shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment

                                       5





or otherwise and no such payment shall be offset or reduced by the amount of any
compensation provided to the Executive in any subsequent  employment,  except as
provided in Section 11(f) of this Agreement.

               (h)  RELEASE.  In exchange  for the payment by the Company of the
amounts contemplated by Section 11(b) of this Agreement, the Executive agrees to
execute  such form of release  with  respect  to claims  for such  payment as is
mutually and reasonably acceptable to the Company and the Executive.

            12. EMPLOYEE COVENANTS.

               (a) UNAUTHORIZED DISCLOSURE.  The Executive shall not, during the
term of this Agreement and thereafter,  make any  Unauthorized  Disclosure.  For
purposes of this Agreement,  "Unauthorized  Disclosure" shall mean disclosure by
the  Executive  without  the prior  written  consent of the Board to any person,
other  than an  employee  of the  Company  or a  person  to whom  disclosure  is
reasonably  necessary or appropriate in connection  with the  performance by the
Executive  of  his  duties  as an  executive  officer  of  the  Company,  of any
confidential  information  relating to the  business or prospects of the Company
including,  but not limited to, any confidential information with respect to any
of the  Company's  customers,  products,  methods of  distribution,  strategies,
business and marketing plans and business policies and practices,  except (i) to
the extent  disclosure is or may be required by law, by a court of law or by any
governmental  agency or other  person or entity with  apparent  jurisdiction  to
require him to divulge,  disclose or make available such  information or (ii) in
confidence  to an  attorney  or  other  advisor  for  the  purpose  of  securing
professional  advice  concerning the Executive's  personal matters provided such
attorney or other advisor  agrees to observe these  confidentiality  provisions.
Unauthorized  Disclosure  shall  not  include  the  use  or  disclosure  by  the
Executive,  without consent, of any information known generally to the public or
known  within  the  Company's  trade or  industry  (other  than as a  result  of
disclosure  by him in  violation of this Section  12(a)).  This  confidentiality
covenant has no temporal, geographical or territorial restriction.

               (b) NON-COMPETITION.  During the Non-Competition Period described
below,  the  Executive  shall not,  directly  or  indirectly,  without the prior
written consent of the Company, own, manage, operate, join, control, be employed
by,  consult with or  participate  in the  ownership,  management,  operation or
control of, or be connected with (as a stockholder,  partner,  or otherwise) the
gaming  industry in the  geographic  areas where the Company is operating or has
plans  to  operate  as of the  beginning  of  the  Non-Competition  Period.

               (c) NON-SOLICITATION. During the Non-Competition Period described
below,  the Executive  shall not,  either  directly or  indirectly,  alone or in
conjunction with another person, interfere with or harm, or attempt to interfere
with  or  harm,  the  relationship  of  the  Company,  its  subsidiaries  and/or
affiliates, with any person who at any time was an employee of the Company.

               (d) For purposes of this Agreement,  the "Non-Competition Period"
means  the  greater  of (i) one year  following  the  voluntary  termination  of
Executive's  employment without Good Reason, (ii) one year following termination
of the  Executive  by the Company for Cause,  or (iii) the balance of the Salary
Continuation Period.

                                       6





               (e) REMEDIES.  The Executive  agrees that any breach of the terms
of this Section 12 would result in irreparable  injury and damage to the Company
for which the  Company  would  have no  adequate  remedy at law;  the  Executive
therefore  also agrees that in the event of said breach or any threat of breach,
the Company shall be entitled to seek an immediate  injunction  and  restraining
order to prevent such breach and/or threatened breach and/or continued breach by
the  Executive,  in addition  to any other  remedies to which the Company may be
entitled at law or in equity.  The Executive and the Company  further agree that
the  provisions of the covenants not to compete and solicit are  reasonable  and
that the  Company  would  not  have  entered  into  this  Agreement  but for the
inclusion of such  covenants  herein.  Should a court or  arbitrator  determine,
however,  that any provision of the covenants is unreasonable,  either in period
of time,  geographical  area,  or otherwise,  the parties  hereto agree that the
covenants  should be  interpreted  and enforced to the maximum extent which such
court or arbitrator deems reasonable.

            13. SECTION 409A.

            It is the  intention  of the  Parties  that  this  Agreement  comply
strictly  with  the  provisions  of  Section  409A  of  the  Code  and  Treasury
Regulations and other Internal Revenue Service guidance  promulgated  thereunder
(the "Section 409A Rules").  Accordingly,  this  Agreement,  including,  but not
limited to, any provisions  relating to severance  payments and the terms of any
grants of  restricted  stock or options  hereunder,  may be amended from time to
time as may be necessary or appropriate to comply with the Section 409A Rules.

            14. WITHHOLDING OF TAXES.

            The  Company  may take  such  actions  as it may  deem  appropriate,
consistent  with  applicable  law,  in  connection  with any  compensation  paid
pursuant  to  this  Agreement  with  respect  to the  withholding  of any  taxes
(including income or employment taxes) or any other tax matters,  including, but
not limited to, requiring the Executive to furnish to the Company any applicable
withholding  taxes prior to the issuance of stock pursuant to an option grant or
the vesting of restricted stock.

            15. INDEMNIFICATION; INSURANCE; LIMITATION OF LIABILITY.

               (a) The Company agrees that if the Executive is made a party,  or
is threatened to be made a party,  to any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative (a "Proceeding"), by reason of
the fact that he is or was a director,  officer or employee of the Company or is
or was serving at the request of the  Company as a  director,  officer,  member,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  including service with respect to employee benefit plans, the
Executive  shall be indemnified  and held harmless by the Company to the fullest
extent  legally  permitted  or  authorized  by  the  Company's   certificate  of
incorporation  or bylaws or resolutions of the Company's Board against all cost,
expense,  liability and loss (including,  without  limitation,  attorneys' fees,
judgments,  fines,  ERISA excise  taxes or other  liabilities  or penalties  and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Executive in connection therewith, and such indemnification shall continue as to
the Executive even if he has ceased to be a director,  member, employee or agent
of the Company or other entity and shall inure to the benefit of the Executive's

                                       7





heirs, executors and administrators.  The Company shall advance to the Executive
all costs and expenses  incurred by him in connection with a Proceeding within a
reasonable  time.  Such request shall include an undertaking by the Executive to
repay the amount of such advance if it shall ultimately be determined that he is
not entitled by law to be indemnified against such costs and expenses;  provided
that the amount of such  obligation  to repay shall be limited to the  after-tax
amount of any such advance  except to the extent the Executive is able to offset
such taxes incurred on the advance by the tax benefit, if any, attributable to a
deduction realized by him for the repayment.

               (b)  Neither the  failure of the  Company  (including  its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of any Proceeding  concerning payment of amounts claimed by the
Executive  under  Section 15(a) above that  indemnification  of the Executive is
proper  because  he  has  met  the  applicable   standard  of  conduct,   nor  a
determination by the Company (including its Board,  independent legal counsel or
stockholders)  that  the  Executive  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  in any  judicial  proceeding  that  the
Executive has not met the applicable standard of conduct.

               (c) The Company  agrees to continue and maintain a directors' and
officers' liability insurance policy covering the Executive,  until such time as
actions  against the  Executive  are no longer  permitted by law, with terms and
conditions no less favorable  than the most favorable  coverage then applying to
any other senior level executive officer or director of the Company.

            16. REPRESENTATIONS.

               (a) The  Executive  represents  and warrants that he has the free
and unfettered right to enter into this Agreement and to perform his obligations
under it and that he knows of no  agreement  between  him and any other  person,
firm or  organization,  or any law or regulation,  that would be violated by the
performance of his obligations under this Agreement.

               (b)  The  Company  represents  that  (i)  the  execution  of this
agreement and the provision of all benefits and grants provided herein have been
duly authorized by the Company,  including,  where  necessary,  by the Board and
Compensation  Committee,  (ii) the execution,  delivery and  performance of this
Agreement does not violate any law, regulation,  order, decree,  agreement, plan
or corporate  governance  document of the Company,  (iii) upon the execution and
delivery of this agreement,  it shall be the valid and binding obligation of the
Company  enforceable  in accordance  with its terms,  (iv) there are no material
investigations  by any  governmental  authority of the Company or its affiliates
pending,  or to the actual  knowledge  of the Company,  threatened,  and Company
senior management knows of no facts that would warrant such  investigation,  (v)
there are no facts or  circumstances  that may  result in a  material  financial
restatement.

            17. SUCCESSORS AND ASSIGNS.

               (a) This  Agreement  shall be binding upon and shall inure to the
benefit of the Company, its successors and assigns and the Company shall require
any successor or assign to expressly  assume and agree to perform this Agreement

                                       8





in the same manner and to the same extent that the Company  would be required to
perform it if no such  succession or assignment  had taken place.  The term "the
Company" as used herein shall include any such successors and assigns.  The term
"successors and assigns" as used herein shall mean a corporation or other entity
acquiring  or  otherwise   succeeding  to,   directly  or  indirectly,   all  or
substantially  all the  assets  and  business  of the  Company  (including  this
Agreement) whether by operation of law or otherwise.

               (b) Neither this  Agreement  nor any right or interest  hereunder
shall be assignable or transferable by the Executive, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal personal representative.

            18.  ARBITRATION.  Except with  respect to the remedies set forth in
Section 12(e) hereof,  if in the event of any  controversy  or claim between the
Company or any of its affiliates and the Executive arising out of or relating to
this  Agreement,  either party  delivers to the other party a written demand for
arbitration of a controversy or claim,  then such claim or controversy  shall be
submitted to binding arbitration.  The binding arbitration shall be administered
by the American Arbitration  Association under its Commercial Arbitration Rules.
The  arbitration  shall take place in New York,  NY. Each of the Company and the
Executive  shall  appoint  one  person  to act  as an  arbitrator,  and a  third
arbitrator shall be chosen by the first two arbitrators (such three arbitrators,
the  "Panel").  The Panel  shall have no  authority  to award  punitive  damages
against the Company or the Executive.  The arbitrator shall have no authority to
add  to,  alter,  amend  or  refuse  to  enforce  any  portion  of the  disputed
agreements.  The Company and the Executive  each waive any right to a jury trial
or to petition for stay in any action or  proceeding  of any kind arising out of
or relating to this  Agreement.  Pending the  resolution of any claim under this
Section 18, the Executive (and his beneficiaries)  shall continue to receive all
payments and benefits  due under this  Agreement,  except to the extent that the
arbitrator(s) otherwise provide.

            19.  NOTICE.  For the  purposes of this  Agreement,  notices and all
other  communications  provided for in the  Agreement  (including  the Notice of
Termination)  shall be in  writing  and shall be deemed to have been duly  given
when  personally  delivered  or sent by  registered  or certified  mail,  return
receipt  requested,  postage  prepaid,  or upon  receipt if  overnight  delivery
service or facsimile is used, addressed as follows:

            TO THE EXECUTIVE:

            Ronald Radcliffe
            [address]


            TO THE COMPANY:

            Empire Resorts, Inc.
            P.O. Box 5013
            Monticello, New York  12701-5193

                                       9





            with a copy to:

            Robert H. Friedman
            Olshan Grundman Frome Rosenzweig & Wolosky LLP
            Park Avenue Tower
            65 East 55th Street
            New York, New York  10022


            20.  SETTLEMENT  OF CLAIMS.  The  Company's  obligation  to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder  shall  not be  affected  by  any  circumstances,  including,  without
limitation, any set-off, counterclaim,  recoupment, defense or other right which
the Company may have against the Executive or others.

            21.  SURVIVORSHIP.  Except as otherwise set forth in this Agreement,
the respective rights and obligations of the Executive and the Company hereunder
shall survive any termination of the Executive's employment.

            22.  MISCELLANEOUS.  No provision of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing  and signed by the  Executive  and the  Company.  No waiver by either
party  hereto  at any time of any  breach  by the  other  party  hereto  of,  or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the same or at any prior or  subsequent  time.  No  agreement  or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

            23.  GOVERNING  LAW.  This  Agreement   shall  be  governed  by  and
construed  and  enforced  in  accordance  with the laws of the State of New York
without giving effect to the conflict of law principles thereof.

            24.  SEVERABILITY.  The provisions of this Agreement shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

            25.  ENTIRE  AGREEMENT.   This  Agreement   constitutes  the  entire
agreement  between the parties hereto and supersedes  all prior  agreements,  if
any,  understandings  and  arrangements,  oral or  written,  between the parties
hereto with respect to the subject matter hereof. This Agreement may be executed
in one or more counterparts.

                                       10





            IN WITNESS  WHEREOF,  the Company has caused  this  Agreement  to be
executed by its duly  authorized  officer and the  Executive  has executed  this
Agreement as of the day and year first above written.

                                         THE COMPANY:

                                         EMPIRE RESORTS, INC.

                                         By: /s/ David P. Hanlon
                                             -----------------------
                                             David P. Hanlon
                                             Chief Executive Officer


                                         THE EXECUTIVE:



                                         /s/ Ronald Radcliffe
                                         --------------------
                                         Ronald Radcliffe


                                       11

EX-99.3

                                                                    EXHIBIT 99.3



            EMPIRE RESORTS APPOINTS INDUSTRY VETERANS TO LEAD COMPANY

MONTICELLO, NY - MAY 24, 2005 - Empire Resorts, Inc.

                    JOHN SHARPE ELECTED CHAIRMAN OF THE BOARD
                     FORMER PRESIDENT OF FOUR SEASONS HOTELS
                                       ---
                      DAVID P. HANLON NAMED CEO & PRESIDENT
                 FORMER CEO OF RESORTS INTERNATIONAL AND IGT AND
                  PRESIDENT & COO OF RIO SUITES HOTEL & CASINO
                                       ---
        RONALD J. RADCLIFFE APPOINTED CHIEF FINANCIAL OFFICER & TREASURER
                     FORMER CFO OF RIO SUITES HOTEL & CASINO


Empire Resorts, Inc. (NASDAQ:  NYNY) announced that, effective May 23, its board
of directors has elected John Sharpe as chairman, named David P. Hanlon as chief
executive  officer and  president,  and appointed  Ronald J.  Radcliffe as chief
financial officer and treasurer.

Mr.  Hanlon,  60,  brings  over 25 years  experience  in the  gaming  and resort
industries, having led the implementation of successful growth strategies at Rio
Suites  Hotel &  Casino,  Resorts  International,  Harrah's  Atlantic  City  and
International  Game  Technology.  Mr. Hanlon's  involvement  with Empire Resorts
began in 2003,  when he was elected  director and vice chairman of the company's
board of  directors.  As the chief  executive  officer and  president  of Empire
Resorts,  Mr.  Hanlon has been charged by the board to implement  the  company's
growth strategy:  further building Empire's video game machine business with the
New York State Lottery at the Monticello  Raceway;  developing  Native  American
gaming  opportunities  at the  Monticello  Raceway and  Concord  Hotel & Resort;
driving future  development of resort and golf properties at the Concord Hotel &
Resort and Grossinger's Hotel & Resort - scheduled to be merged into the company
in the third  quarter  of 2005.  In  addition  to  developing  gaming and resort
opportunities  in New York  State,  Mr.  Hanlon is  tasked  with  exploring  the
expansion of the company's geographic footprint by cultivating attractive gaming
and resort opportunities throughout the United States.

Mr. Hanlon, chief executive officer and president, said, "Empire Resorts is at a
critical juncture in its corporate history.  The video gaming business is now on
solid ground and generating positive cash flow. This business, the completion of
our  merger,  and  the  new  management  team's  industry  and  capital  markets
expertise,  positions  Empire Resorts to take  advantage of the numerous  growth
opportunities  presently  available to us in New York State and beyond. In my 20
plus years of involvement in the gaming and resort  industry,  I have never been
more excited about an opportunity than I am about  implementing  Empire's growth
strategy and building a sustainable growth business."







Ronald J. Radcliffe,  61, the company's newly appointed chief financial officer,
previously  worked with Mr.  Hanlon at the Rio Suites  Hotel & Casino,  where he
served as chief  financial  officer  from 1996 to 2000 and was  instrumental  in
negotiating the sale of the company to Harrah's Entertainment,  Inc. He was also
lead  representative in the Rio's public equity and debt offerings,  aggregating
over $500 million.

In  conjunction  with these  appointments,  the  company  announced  that Robert
Berman, the prior chief executive officer,  has been appointed vice chairman and
that David Matheson, the prior chairman,  will remain a director.  Morad Tahbaz,
the former  president  of the Empire  Resorts,  has  resigned  from the board to
pursue other business interests. Mr. Hanlon will assume his responsibilities.

"The new management team has the vision, experience,  credentials and dedication
to take Empire to the next level in gaming and resort development.  With David's
industry  expertise and Ron's capital  markets  experience,  we are now squarely
focused on improving operating results and pursuing growth in new markets," said
John Sharpe,  chairman of the board. "I would also like to take this opportunity
to express the board's and my personal  gratitude to our former chairman,  David
Matheson, and our prior management team - Robert Berman, Morad Tahbaz, and Scott
Kaniewski - for bringing the company to its current  position as a viable public
gaming and resort development company.  They have done a tremendous job. While I
will continue to work with Mr. Berman and Mr.  Matheson as directors,  the board
joins me in thanking  Mr.  Tahbaz and Mr.  Kaniewski  for their  dedication  and
tireless efforts on behalf of the company and its shareholders."


Following are the biographies of the newly appointed management team:

DAVID P. HANLON, CHIEF EXECUTIVE OFFICER AND PRESIDENT
Prior to  starting  his own  gaming  consulting  business  in 2000,  in which he
advised a number of Native  American  and  international  gaming  ventures,  Mr.
Hanlon  served as  president  and chief  operating  officer of Rio Suites  Hotel
Casino,  from  1996-1999,  where  he  guided  the  corporation  through  a major
expansion.  From 1994-1995,  he served as president & CEO of International  Game
Technology,  the world's leading manufacturer of microprocessor gaming machines.
From  1988-1993,  he  served  as  president  & CEO  of  Merv  Griffin's  Resorts
International.  Prior to this,  Mr.  Hanlon  served  as  president  of  Harrah's
Atlantic City (Harrah's Marina and Trump Plaza). Mr. Hanlon's education includes
a B.S. in Hotel  Administration from Cornell  University,  an M.S. in Accounting
and an M.B.A.  in Finance from the Wharton School,  University of  Pennsylvania,
and an Advanced Management Program at the Harvard Business School.

RONALD J. RADCLIFFE, CHIEF FINANCIAL OFFICER
Mr. Radcliffe was chief financial  officer,  treasurer and vice president of the
Rio Suites Hotel & Casino in Las Vegas from  1996-2000,  where he negotiated the
sale of the company to  Harrah's  Entertainment,  Inc.  He was the lead  company
representative   in  the  company's  $125  million  secondary  public  offering,
negotiating a $300 million  revolving line of credit,  and a public  offering of
$125 million in  subordinated  debt.  In 2001,  Mr.  Radcliffe  started a gaming
consultancy  business,  and in 2002 became chief financial  officer,  treasurer,
vice  president and principal of Siren Gaming,  LLC, a management  company for a
Native  American  casino.  From 1993 to 1995, Mr.  Radcliffe was chief financial
officer,  treasurer and vice president of Mikohn Gaming Corporation,  Las Vegas,
NV. Prior to this, he was vice chairman,  president, chief operating officer and
chief financial  officer for Sahara Resorts,  Las Vegas,  NV. Mr. Radcliffe is a
licensed CPA who graduated with a B.S. in Business  Administration  in 1968 from
the University of Nevada.

JOHN SHARPE, CHAIRMAN OF THE BOARD
Mr.  Sharpe,  62, has served as a director  of the company  since 2003.  He most
recently served as president and chief operating  officer of Four Seasons Hotels
& Resorts, from which he retired in 1999, after 23 years of service.  During his
tenure at Four  Seasons,  the world's  largest  operator of luxury  hotels,  Mr.
Sharpe directed worldwide hotel operations,  marketing and human resources.  Mr.
Sharpe received numerous industry and public service awards including,  in 1999,
the  "Corporate  Hotelier of the World"  award from Hotels  Magazine,  Inc.  Mr.
Sharpe has also  received  the "Silver  Plate" award of the  International  Food
Manufacturers  Association,  and  the  "Gold  Award"  of  the  Ontario  Hostelry







Institute. Mr. Sharpe graduated with a B.S. in Hotel Administration from Cornell
University and is currently a trustee and treasurer of the Culinary Institute of
America,  and a member of the  Industry  Advisory  Council of the Cornell  Hotel
School. He currently serves on the board of Fairmont Hotels & Resorts,  Toronto,
Canada.


ABOUT EMPIRE RESORTS, INC.
Empire  operates the  Monticello  Raceway and is involved in the  development of
other legal  gaming  venues in New York.  Empire  opened  Mighty M Gaming at the
Raceway site on June 30, 2004. The facility features 1,718 video gaming machines
and amenities such as a 350-seat buffet and live nightly entertainment. Together
with the Cayuga  Nation,  Empire has  announced  plans to develop a $500 million
"Class III" Native American casino and resort on a site adjacent to the Raceway.
In addition, Empire has announced plans to develop a second casino and resort in
the Catskills with the Seneca Cayuga Tribe of Oklahoma.

STATEMENTS IN THIS PRESS RELEASE  REGARDING THE COMPANY'S  BUSINESS THAT ARE NOT
HISTORICAL  FACTS  ARE  "FORWARD-LOOKING  STATEMENTS"  THAT  INVOLVE  RISKS  AND
UNCERTAINTIES,  INCLUDING  THE  NEED FOR  REGULATORY  APPROVALS,  FINANCING  AND
SUCCESSFUL COMPLETION OF CONSTRUCTION. THE COMPANY WISHES TO CAUTION READERS NOT
TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS, WHICH STATEMENTS ARE
MADE PURSUANT TO THE PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF 1994, AND AS
SUCH,  SPEAK ONLY AS OF THE DATE MADE.  TO THE EXTENT THE  CONTENT OF THIS PRESS
RELEASE  INCLUDES  FORWARD-LOOKING  STATEMENTS,  THEY INVOLVE  VARIOUS RISKS AND
UNCERTAINTIES  INCLUDING  (I) THE RISK THAT THE VARIOUS  APPROVALS  NECESSARY AS
DESCRIBED  HEREIN AND OTHER  APPROVALS  REQUIRED TO BE OBTAINED  FROM THE UNITED
STATES  CONGRESS,  THE BUREAU OF INDIAN  AFFAIRS,  THE  NATIONAL  INDIAN  GAMING
REGULATORY  COMMISSION,  THE GOVERNOR OF THE STATE OF NEW YORK AND VARIOUS OTHER
FEDERAL,  STATE AND LOCAL GOVERNMENTAL ENTITIES ARE NOT RECEIVED,  (II) THE RISK
THAT FINANCING  NECESSARY FOR THE PROPOSED  PROGRAMS OR PROJECTS MAY NOT BE ABLE
TO  BE  OBTAINED  BECAUSE  OF  CREDIT  FACTORS,   MARKET   CONDITIONS  OR  OTHER
CONTINGENCIES,  (III) THE RISK THAT SOVEREIGN  NATIVE  AMERICAN  GOVERNMENTS MAY
EXERCISE  CERTAIN BROAD RIGHTS WITH REGARD TO TERMINATION OF ITS AGREEMENTS WITH
THE COMPANY (IV) THE RISK OF  NON-COMPLIANCE  BY VARIOUS  COUNTERPARTIES  OF THE
RELATED  AGREEMENTS,  AND (V) GENERAL  RISKS  AFFECTING THE COMPANY AS DESCRIBED
FROM  TIME TO TIME IN IT'S  REPORTS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION.  FOR A FULL DISCUSSION OF SUCH RISKS AND UNCERTAINTIES,  WHICH COULD
CAUSE  ACTUAL  RESULTS TO DIFFER  FROM THOSE  CONTAINED  IN THE  FORWARD-LOOKING
STATEMENTS,  SEE "RISK FACTORS" IN THE COMPANY'S  ANNUAL REPORT OR FORM 10-K FOR
THE MOST RECENTLY ENDED FISCAL YEAR.

EMPIRE RESORTS CONTACT:                     INVESTOR CONTACT:
Charles A. Degliomini                       Jody Burfening
VP, Communications & Government Relations   Lippert/Heilshorn & Associates, Inc.
(845) 807-0001                              (212) 838-3777
                                            jburfening@lhai.com