Exhibit 10.20


                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                              EMPIRE RESORTS, INC.

                                       AND

                                ROBERT A. BERMAN








     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as
of January 12, 2004, by and between  EMPIRE  RESORTS,  INC. (the  "COMPANY"),  a
corporation duly organized and existing under the laws of the State of Delaware,
with offices at Monticello Raceway,  Route 17B, Monticello,  New York 12701, and
ROBERT A. BERMAN (the "EMPLOYEE"), an individual residing at 735 Starlight Road,
Monticello, New York 12701.

     WHEREAS,  pursuant  to  that  certain  Amended  and  Restated  Contribution
Agreement (the "CONTRIBUTION AGREEMENT"),  dated as of February 8 , 2002, by and
between  the  Company  and  Watertone  Holdings,  LP  ("WATERTONE"),   Watertone
transferred  and contributed to the New York Gaming LLC (the "LLC") a portion of
Watertone's interest in Catskill Development, L.L.C. ("CATSKILL");

     WHEREAS, pursuant to that certain Employment Agreement,  dated February 12,
2002,  between the Company and the Employee,  the Employee has, and continues to
serve as the Company's principal  executive officer (the "ORIGINAL  AGREEMENT");
and

     WHEREAS,  the Company and the  Employee now desire to amend and restate the
Original Agreement as provided herein.

     NOW  THEREFORE,   in  consideration  of  the  respective   representations,
warranties,  agreements and covenants  contained herein, and for such other good
and  valuable  consideration,  the  receipt and legal  sufficiency  of which are
hereby acknowledged, the parties hereto hereby agree that the Original Agreement
is hereby amended and restated in its entirety as follows:

1. EMPLOYMENT; TITLE; DUTIES AND RESPONSIBILITIES.

     (a) The Company  hereby  agrees to employ the  Employee,  and the  Employee
hereby  agrees to serve the  Company,  on the  terms  and  conditions  set forth
herein,  as the Chief  Executive  Officer  of the  Company,  with  such  powers,
authorities,  responsibilities and duties as may be assigned to him from time to
time by any Senior Officer (as hereinafter defined) or the Board of Directors of
the Company (the "BOARD").

     (b) During the Term (as hereinafter  defined),  the Employee shall,  during
business hours, devote all of his time, energy, skills, expertise, knowledge and
abilities on an exclusive basis to the performance of his duties and obligations
hereunder  and shall,  consistent  with the Company's  Policies (as  hereinafter
defined)  and as  directed  or  requested  from time to time by the Board or any
Senior Officer, diligently, conscientiously and in good faith render and perform
such services in such areas and places as are so directed or requested of him to
carry out his duties; PROVIDED,  HOWEVER, that the foregoing shall not be deemed
to prohibit the Employee, outside of normal business hours, from engaging in any
other business activities that do not conflict or interfere with his obligations
to the Company or its Affiliates (as  hereinafter  defined) as set forth in this
Agreement.  The Employee, at all times during the Term, shall adhere to and obey
all Company  Policies that have been furnished or provided to him or of which he
has  otherwise  become or been  made  aware.  For  purposes  of this  Agreement,
"COMPANY POLICIES" means,  collectively,  the practices,  rules,  procedures and
polices of the Company as in effect from time to time,  whether or not set forth
in writing in any Company manual or other  directive or as may be imposed on the





Company  under  applicable  law, and "SENIOR  OFFICER"  means (if other than the
Employee) the Chairman of the Board of the Company.  Without limiting the effect
or generality of the foregoing, the Employee shall at all times during the Term:

     (1)  faithfully,  diligently and timely  perform such duties,  and exercise
     such powers,  as may from time to time be assigned to, or vested in, him by
     the Board or any Senior Officer;

     (2) obey all lawful and  reasonable  directions  of the Board or any Senior
     Officer;

     (3) use his best  efforts and  endeavors  to promote the  interests  of the
     Company and its Affiliates;

     (4) keep the Board (or such  persons(s)  as may have been  designated  from
     time to time by the Board)  promptly  and fully  informed (in writing if so
     requested)  of his conduct of the  business  and affairs of the Company and
     provide such explanations as the Board may from time to time request;

     (5)  subject to the proviso in the first  sentence  of SECTION  1(b) above,
     devote all of his  professional  and  business  time to the  conduct of the
     business of the Company  (and,  if so  requested by the Board or any Senior
     Officer,  one or  more of its  Affiliates)  and to the  performance  of his
     duties hereunder;

     (6) except with respect to the Consolidation (as hereinafter defined),  not
     at any time engage in any self  dealing or  conflict  of  interest  that is
     material  to  the  Company  or  any of  its  Affiliates  or to any  client,
     customer,  supplier or vendor of the  Company or of any of its  Affiliates;
     and

     (7) not at any time  make any  materially  untrue or  misleading  statement
     relating  to  the  Company  or  any of  its  Affiliates  or to any  client,
     customer, supplier or vendor of the Company or of any of its Affiliates.

     (c) In addition,  the Employee  shall perform such other  functions for the
Company,  including  taking  positions with Affiliates and performing  duties on
their  behalf,  as may be  assigned to him from time to time by the Board or any
Senior Officer.  As used in this Agreement,  "AFFILIATE" of any person means any
entity  (1)  that  such  person  (directly  or  indirectly  through  one or more
subsidiaries or other entities, or by contract or otherwise) controls,  (2) that
(directly or indirectly  through one or more subsidiaries or other entities,  or
by contract,  overlapping  directors or management or otherwise),  controls such
person or is under common  control  with such  person,  (3) in which such person
(directly or indirectly  through one or more subsidiaries or other entities,  or
by  contract  or  otherwise)  owns (of  record or  beneficially)  or  holds,  or
otherwise  has the right to vote,  at least a five per cent  (5%) of the  equity
interest thereof or therein, (4) that, individually or with others with which it
is acting as a group or with a common goal,  (directly or indirectly through one
or more  subsidiaries or other  entities,  or by contract or otherwise) owns (of
record or beneficially) or holds, or otherwise has the right to vote, at least a
ten per cent (10%) of the equity  interest of or in such  person,  (5) for which
such person,  if an  individual,  is serving or acting as an officer,  employee,
sales agent or representative,  consultant or adviser or in any similar capacity
or (6) for which such person, if an individual, is acting or serving as a member

                                       2




of its board of  directors or other  governing  body.  Notwithstanding  anything
contained herein to the contrary,  the Employee shall not be obligated hereunder
to devote more time to performing his duties hereunder to the Company and/or its
Affiliates than is generally expected of other executives of the Company.

     (d) The Company shall  reimburse the Employee for all  reasonable  expenses
expended by the Employee in connection  with the  investigation  of the Employee
(as an officer or director of the  Company) or any finding or  determination  of
suitability  of the  Employee  (as an officer or director of the Company) by any
Gaming Authority (as defined in the Contribution Agreement).

     2. TERM OF EMPLOYMENT.
        ------------------

     This  Agreement is terminable at will by either the Employee or the Company
upon 30 days prior written notice,  and (b) the amounts then due thereunder from
the date of the closing shall be limited to the amounts due under  Sections 4, 5
and 6 of  this  Agreement  (including,  without  limitation,  any and all of the
Employee's  salary  due  hereunder  or under  the  Original  Agreement  that the
Employee may have agreed to, or in the future agrees to, defer ($9,834.93 though
the date hereof)).

     3. TRAVEL.
        ------

     Travel during the Employee's employment shall be in accordance with Company
Policies  as in effect  from time to time.  The  Employee  shall be  entitled to
reimbursement for employment-related travel in accordance with SECTION 5 below.

     4. COMPENSATION.
        ------------

     (a)  As  compensation  for  his  services  and  in  consideration  for  the
Employee's  covenants  contained  in this  Agreement,  the Company  shall pay to
Employee a salary that on an annualized  basis will equal Three Hundred Thousand
Dollars ($300,000). Such annual salary shall be payable in equal installments on
a bi-weekly basis and in accordance  with Company  Policies and shall be subject
to applicable federal, state and local withholdings and deductions.

     (b) The  Company  shall be  entitled  to  withhold  from any  payments  due
hereunder taxes, FICA,  contributory  insurance  participations and other normal
deductions, all in accordance with Company Policies.

     5. EXPENSE REIMBURSEMENT.
        ---------------------

     The Company shall, consistent with Company Policies, reimburse the Employee
for  reasonable   out-of-pocket   business  expenses  incurred  by  him  in  his
performance of services  hereunder to or for the Company or any Affiliate of the
Company, upon submission of reasonable documentation therefor.

     6. OPTION AWARDS.
        -------------

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     All previously  granted Company stock options and vesting  schedules of the
Employee  shall remain in effect.  The Company may, from time to time,  elect to
grant the Executive additional stock options.

     7. OTHER BENEFITS.
        --------------

     (a) Subject to his  qualifying  therefor  and  complying  with all relevant
Company  Policies,  the Employee shall be entitled to participate in all benefit
plans,  retirement plans, programs and arrangements of the Company, if any, made
available to its officers or  generally  to its  employees,  on a basis at least
equal to that extended to other senior management employees of the Company.

     (b) The  Employee  shall be  entitled  to  twenty  (20)  days per year paid
vacation and five (5) paid personal days in accordance with the Company Policies
in effect  from  time to time.  Unused  vacation  and  personal  days may not be
carried over to a subsequent  year,  and the Company shall have no obligation to
compensate Employee for any unused vacation or personal days upon the expiration
or earlier termination of this Agreement or Employee's employment hereunder.

     8.  REPRESENTATIONS  AND  WARRANTIES  OF  EMPLOYEE.   The  Employee  hereby
represents and warrants to the Company,  in order to induce the Company to enter
into this Agreement and employ him hereunder, as follows:

     (a) The Employee has not been convicted of any felony or any other criminal
offense  that  is  punishable  with or by six (6)  months  or more  imprisonment
(regardless  of whether  Employee has actually  been  imprisoned or sentenced to
imprisonment).

     (b) The Employee is under no contractual  or other  impediment to undertake
the offices and/or employment provided or contemplated hereunder or otherwise to
perform  hereunder  and that,  by so doing,  he will not be in  violation of any
commitment, agreement or obligation to any other person or entity.

     9. CONFIDENTIAL/PROPRIETARY INFORMATION; NON-SOLICITATION; NON-COMPETITION.

     (a) During the Term and thereafter,  Employee  shall,  and shall cause each
and all of his agents, representatives and Affiliates:

     (1) to treat all Confidential  Information (as hereinafter  defined) in the
     strictest confidence;

     (2) not to disclose, publish, distribute,  disseminate,  reproduce, utilize
     or  make  accessible  in  any  manner  or  in  any  form  any  Confidential
     Information  other than in connection with performing the services required
     of the Employee under this Agreement; and

     (3) not to reproduce,  retain,  copy, publish,  plagiarize,  appropriate or
     otherwise utilize (as a model, precedent,  form, template or otherwise), or
     refer to in way, any of the Company's marketing materials, forms of letters

                                       4




     or  agreements  or other  business  documents or any part or portion of, or
     excerpt from, any of the foregoing.

     (b) As used  herein,  "CONFIDENTIAL  INFORMATION"  means  any  proprietary,
confidential  and/or other  non-public  information of, relating to or regarding
the business or interests  of the Company or any of its  Affiliates,  including,
without  limitation,  (1)  any  trade  secrets,  know-how,   databases,  company
policies, procedures and techniques,  correspondence,  agreements, negotiations,
offering packages, business descriptions and profiles, business plans, financial
information, product literature and technical projects of, regarding or relating
to the Company or any of its  Affiliates or the business,  operations,  products
and/or services of the Company or any of its Affiliates, (2) any research datum,
result or report  regarding the Company or any of its  Affiliates or any aspects
of the business, operations, business dealings, prospects or financial condition
or financial  results of the Company or any of its  Affiliates,  (3) any report,
analysis,  study, invention,  process or other work product developed by, for or
on  behalf  of  the  Company  or  any  of  its  Affiliates,  including,  without
limitation,  that  developed  by the  Employee,  whether on the  premises of the
Company or elsewhere and whether or not developed  during normal  business hours
or on normal  business  days, and (4) any list of customers,  clients,  vendors,
suppliers or prospects of the Company or any of its Affiliates.  Notwithstanding
the  foregoing,  the  provisions  of  this  Agreement  shall  not  apply  to any
Confidential  Information to the extent,  but only to the extent,  that the same
is, or has become,  publicly  known under  circumstances  involving no breach of
this Agreement or any other agreement of  confidentiality  or has been disclosed
pursuant to an order or requirement of a court,  administrative  agency or other
governmental body of competent authority, PROVIDED HOWEVER, that the Company has
been given appropriate and reasonable notice of such proceeding and a reasonable
opportunity to contest such  disclosure.  Without limiting the generality of the
foregoing,  except as consented to in writing by the Board or a Senior  Officer,
the Employee shall not in any way or at any time disclose or publish the name(s)
or  description(s)  of any  transaction by the Company or any of its Affiliates,
whether contemplated,  pending or completed, or the identity of any party to any
such transaction.

     (c) All business, financial, product and technical records, information and
literature relating to the business or operations, or any product or service, of
the Company or any of its Affiliates (all such business,  financial, product and
technical  records,  information and literature  being  hereinafter  referred to
collectively as "BUSINESS RECORDS"), including, without limitation, Confidential
Information,  fee agreements,  confidentiality  agreements,  papers,  databases,
contact records, documents and correspondence and studies containing information
relating to the Company or any of its  Affiliates  or any  transaction  (whether
contemplated,  pending or completed) by the Company or any of its Affiliates, in
all cases  irrespective of the manner in which such  information was obtained or
is  kept  or  stored,  made or kept by the  Employee  or  under  the  Employee's
possession,  custody or control or in the possession,  custody or control of any
agent and  representative  of the  Employee,  shall be and  remain  the sole and
exclusive property of the Company and shall be surrendered to the Company at the
time of the  expiration or earlier  termination  of this Agreement or Employee's
employment hereunder for any reason whatsoever or, if earlier,  upon the request
of the Company.  Upon such  expiration or  termination or earlier  request,  the
Employee  shall not,  and shall  cause his or her  agents,  representatives  and
Affiliates not to, retain,  publish or disclose,  or otherwise use,  without the
prior written consent of a Senior Officer, any Business Records.

                                       5




     (d) Employee  hereby  assigns,  transfers and conveys to the Company all of
his respective right,  title and interest in and to any and all Company Property
(as hereinafter  defined).  If any Company Property is deemed in any way to fall
within  the  definition  of "work for hire" as such term is defined in 17 U.S.C.
ss.101,  such  Company  Property  shall be  considered  "work  for hire" and the
Company  shall  be  deemed  the  author  and  sole  and  exclusive  owner of any
copyrights  and  other  rights  and  interests  therein.  If any of the  Company
Property is considered to be work not included in the categories of work covered
by the "work for hire" definition  contained in 17 U.S.C.  ss.101,  such Company
Property shall be owned by the Company or assigned or transferred completely and
exclusively  to the  Company.  The  Employee  agrees  promptly  to  execute  any
instruments,  and to do all things, reasonably requested by the Company in order
more fully to vest in the Company all ownership rights in all Company  Property.
As used herein,  "COMPANY PROPERTY" means each and all of every idea, invention,
writing,  composition  and/or  computer  program  (whether or not  patentable or
protected by copyright  and  including,  without  limitation,  any  Confidential
Information)  that  relates to the  business or affairs of the Company or any of
its  Affiliates  and either (i) that has been  conceived,  created,  invented or
otherwise  developed in whole or in part by the Employee or (ii) with respect to
the  conception,  creation,  invention or development of which Employee may have
aided during the term of his employment by the Company.

     (e) In furtherance of the covenants  contained herein and as a condition to
the  continuation  of the Employee's  employment  hereunder,  the Employee shall
execute and deliver to the Company such further  agreements  and  commitments as
the  Company  may from time to time  reasonably  request  in order more fully to
protect  the  Company's   rights  and  interests  in  and  to  the  Confidential
Information, the Business Records and proprietary and other rights and interests
in and with respect to its business prospects.

     10. INJUNCTIVE RELIEF; INDEPENDENCE AND SEVERABILITY OF COVENANTS.

     (a) The Employee  acknowledges  and agrees that, in the event of any breach
or likely breach of any of the covenants of SECTION 9 above, the Company and any
relevant  Affiliate(s)  would be irreparably  harmed and could not be made whole
solely by monetary  damages.  It is  accordingly  agreed that such  Persons,  in
addition  to any  other  remedies  to which  they may be  entitled  at law or in
equity,  shall be entitled to equitable  relief (in the form of an injunction or
otherwise)  in  respect  of such  breach or  likely  breach  (or any  threatened
breach).  In the event the  Company  seeks any  equitable  relief or remedy with
respect to any such  threatened or actual  breach,  violation or default (1) the
Employee  will not seek to oppose or defend  against  such  equitable  relief or
remedy on the ground that the  Company  has an adequate  remedy at law or on any
other  similar or  related  ground  and (2) no bond or other  security  shall be
required for, or as a condition to, the seeking or granting of any injunction or
other equitable  relief.  It is intended to grant full third-party  rights under
this provision.

     (b) The  Employee  acknowledges  and agrees  that the  covenants  and other
provisions set forth in SECTION 9 above and in this SECTION 10 be enforceable to
the fullest extent  possible under  applicable law.

                                       6




     (c) For the  purposes of this  SECTION 10, the state and federal  courts of
the State of New York will be the  proper  and  exclusive  forums  for any legal
controversy arising in connection with this Agreement.

     11. MISCELLANEOUS.

         (A) INDEMNIFICATION.

         (1)  Each  of  the  parties  hereto  (an  "INDEMNIFYING  PARTY")  shall
         indemnify and hold  harmless the other party hereto (and,  with respect
         to any  breach  of  SECTION 9 above,  the  Company's  Affiliates)  (the
         "INDEMNIFIED   PARTY")  from  and  against,  and  shall  reimburse  the
         Indemnified Party for, any and all liabilities,  losses, damages, costs
         and expenses (including, without limitation, reasonable attorneys' fees
         and other legal costs, including those related to any appeal, and costs
         of any investigation)  (all of the foregoing,  collectively,  "LOSSES")
         that have been suffered or incurred by the  Indemnified  Party and that
         have resulted from, or been  occasioned by, (a) any breach or violation
         by the  Indemnifying  Party  of  any  of  its  or his  representations,
         warranties,  covenants and other agreements set forth herein or (b) any
         claim  asserted by any third party that,  if true,  would  constitute a
         breach  or  violation  by the  Indemnifying  Party of any of its or his
         representations,  warranties,  covenants and other agreements set forth
         herein (any such claim, a "THIRD-PARTY CLAIM").

         (2) If the  Indemnified  Party shall  receive  notice of, or  otherwise
         become aware of the assertion of, any Third-Party Claim with respect to
         which the Indemnified Party intends to seek indemnification  under this
         SUBSECTION  (a), then the  Indemnified  Party shall give prompt written
         notice thereof to the Indemnifying Party, which notice shall include or
         be accompanied  with a copy of any summons,  complaint or other written
         evidence of such  Third-Party  Claim to the extent  that such  summons,
         complaint  or  other  written   evidence  has  been  received  by  such
         Indemnified  Party or by any  attorney  or  other  agent  thereof.  The
         failure of the  Indemnified  Party to give such  notice or to give such
         notice  promptly  shall  not  relieve  the  Indemnifying  Party  of its
         obligation to indemnify the Indemnified Party under this SUBSECTION (a)
         except to the extent  that the failure to give such notice or the delay
         in giving such notice has materially  prejudiced the Indemnifying Party
         in its or his ability to defend  against such  Third-Party  Claim.  The
         Indemnifying  Party shall, with counsel selected by it (which selection
         shall  be  subject  to the  approval  of the  Indemnified  Party,  such
         approval not to be  unreasonably  withheld or delayed),  be entitled to
         defend  against and settle any Third Party  Claim;  PROVIDED,  HOWEVER,
         that the Indemnifying  Party's right to do so shall be conditioned upon
         its or his having confirmed in writing to the Indemnified  Party its or
         his obligation to indemnify the Indemnified  Party with respect to such
         Claim (any such  confirmation,  a "NOTICE TO INDEMNIFY") and, PROVIDED,
         further,  HOWEVER, that the Indemnifying Party shall not be entitled to
         enter into any  settlement  of any such Claim without the prior written
         consent  of  the  Indemnified   Party,   which  consent  shall  not  be
         unreasonably  withheld or delayed.  Notwithstanding  anything contained
         herein  to  the  contrary,   the  Indemnifying  Party's  obligation  to
         indemnify the Indemnifying  Parties against any Third-Party Claim shall
         be conditioned  upon the  Indemnifying  Party providing full and timely
         cooperation in the defense of such Claim.

          (3) Notwithstanding anything contained herein to the contrary,  except
          as provided in the next following  sentence,  the  Indemnifying  Party
          shall not be  obligated  to indemnify  the  Indemnified  Party for, or
          otherwise pay, any attorneys' fees or other legal or related costs (or
          any  costs  of  any   investigation)   suffered  or  incurred  by  the
          Indemnified  Party in connection with any Third-Party  Claim after the
          Indemnified Party receive any Notice to Indemnify with respect to such
          Claim;  PROVIDED,  HOWEVER,  that,  if,  after  giving  any  Notice to
          Indemnify,  the  Indemnifying  Party  reverses its or his position and
          claims that it or he is not  required  to  Indemnify  the  Indemnified
          Party  against  the  Third-Party   Claim,   then,  in  the  event  the
          Indemnifying Party is obligated hereunder to indemnify the Indemnified
          Party with respect to such Claim,  the  Indemnifying  Party shall bear
          and  pay  the  reasonable  attorneys'  fees  and  other  legal  costs,
          including those related to any appeal, and costs of any investigation,
          incurred by the  Indemnified  Party after the  Indemnifying  Party has
          reversed its or his position and claimed that it or he is not required
          to Indemnify the Indemnified Party against such Claim. Notwithstanding
          the  foregoing,  if there is a legitimate  and good faith  conflict of
          interest between the Indemnifying  Party and the Indemnified  Party in
          connection  with  the  defense  of any  Third-Party  Claim so that one
          counsel  or law firm  could not  properly  represent  both  parties in
          connection with such defense, then the Indemnified Party, in the event
          it or he is obligated  hereunder to indemnify  the  Indemnified  Party
          with  respect  to such  Claim,  shall  bear  and  pay  the  reasonable
          attorneys' fees and other legal costs,  including those related to any
          appeal,  and costs of any  investigation,  incurred by the Indemnified
          Party in  connection  with such  defense,  regardless  of whether  the
          Indemnifying  Party  has  given  a  Notice  to  Indemnify.   Under  no
          circumstances,  however,  shall the Indemnifying Party be obligated to
          pay for the  attorneys'  fees or  related  legal fees of more than one
          attorney or law firm.

     (b) NOTICES. All notices, demands, requests,  consents,  approvals or other
communications  (each  of  the  foregoing,  a  "NOTICE")  required  to be  given
hereunder  or pursuant  hereto to either  party  hereto  shall be in writing and
shall be (a)  personally  delivered,  (b) sent by both  registered  to certified
mail,  postage  prepaid and return  receipt  requested,  and regular first class
mail,  (b) sent both by  facsimile  transmission  with  receipt of  transmission
confirmed  electronically or by telephone and by regular first class mail or (c)
sent by reputable  overnight  courier  service with charges prepaid and delivery
confirmed,  to the intended  recipient at its or his  respective  address as set
forth below; PROVIDED, HOWEVER, that, if a party sending any Notice has received
written notice in accordance  with this  SUBSECTION (b) of a more recent address
for any  intended  recipient  referred  to below,  any  Notice to such  intended
recipient  shall be delivered or sent to it or him at the most recent address of
which such party has received such a notice:

     if to the Company:

     Empire Resorts, Inc.
     Route 17B
     Monticello, New York 12701
     Attn: Chairman of the Board
     Facsimile number: (845) 791-1547

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     if to Employee:

     Robert Berman
     735 Starlight Road
     Monticello, New York 12701

     Facsimile number: _________

Any Notice  delivered  or sent as provided  above shall be deemed  given when so
delivered or sent and shall be deemed  received (i) when  personally  delivered,
(ii) three (3) business  days after being mailed as above  provided,  (iii) when
sent by facsimile  transmission  as above  provided or (iv) one (1) business day
after  being sent by  courier as above  provided;  PROVIDED,  HOWEVER,  that any
Notice  specifying  a new  address  to which any  Notice  shall be sent shall be
deemed received only when actually received.

     (c) ENTIRE AGREEMENT.  This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter  contained  herein,  constitutes the entire  agreement of the
parties with respect to such subject matter and  supersedes,  and merges herein,
all  prior  and  contemporaneous  negotiations,  discussions,   representations,
understandings and agreements between the parties, whether oral or written, with
respect such subject matter. No representation,  warranty, restriction, promise,
undertaking or other agreement with respect to such subject matter has been made
or given by either party hereto other than those set forth in this Agreement.

     (d)  AMENDMENT  AND WAIVER.  This  Agreement  may be  amended,  modified or
supplemented only to the extent expressly set forth in writing that is signed by
the party to be charged  therewith  and that sets forth therein that its purpose
is to amend,  modify or  supplement  this  Agreement or some term,  condition or
provision  hereof.  No  waiver  of any  term,  condition  or  provision  of this
Agreement  or of any breach or  violation  of this  Agreement  or any  provision
hereof shall be effective  except to the extent  expressly  set forth in writing
that is  signed by the  party to be  charged  therewith.  Without  limiting  the
generality of the foregoing,  no conduct  (including,  without  limitation,  any
failure or delay in  enforcing  this  Agreement or any  provision  hereof or any
acceptance  or retention of payment) or course of conduct by either party hereto
shall be deemed to  constitute a waiver by such party of the breach or violation
of this  Agreement or of any  provision  hereof by the other party  hereto.  Any
waiver may be made in advance or after the right waived has arisen or the breach
or default waived has occurred, and any waiver may be conditional.  No waiver of
any breach or violation of any agreement or provision  herein contained shall be
deemed a waiver of any preceding or succeeding  breach or violation  thereof nor
of any other agreement or provision herein contained.  No waiver or extension of
time for  performance  of any  obligations  or acts  shall be deemed a waiver or

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extension of the time for performance of any other obligations or acts.

     (e)  ASSIGNMENT;  NO THIRD  PARTY  BENEFICIARIES.  This  Agreement  and the
rights,  duties and  obligations  hereunder  may not be assigned or delegated by
either  party  hereto,  without  the prior  written  consent of the other  party
hereto;  PROVIDED that,  consistent with the terms hereof,  the Company may from
time to time direct that the Employee serve as a director  and/or officer of, or
otherwise provide services to or work for, any Affiliate of the Company.  Except
as provided in the preceding sentence, any purported assignment or delegation of
rights,  duties or obligations  hereunder made without the prior written consent
of the  other  party  hereto  shall  be null and  void  and of no  effect.  This
Agreement  and the  provisions  hereof  shall be  binding  upon and  enforceable
against  each of the  parties  and  their  respective  executors,  heirs,  legal
representatives,  administrators,  successors and assigns and shall inure to the
benefit  of and be  enforceable  by each of the  parties  and  their  respective
executors,   heirs,  legal  representatives,   administrators,   successors  and
permitted assigns.  Except as contemplated under SECTION 11 above and SUBSECTION
(a) of this  SECTION 11, this  Agreement is not intended to confer any rights or
benefits on any Persons other than as set forth above.

     (f)  SEVERABILITY.  This  Agreement  shall  be  deemed  severable,  and the
invalidity or  unenforceability of any term or provision hereof shall not affect
the  validity  or  enforceability  of this  Agreement  or of any  other  term or
provision  hereof.  The  parties  intend  that  this  Agreement  and each of the
provisions   hereof  be  enforced  to  the  fullest  extent  permitted  by  law.
Accordingly, in lieu of any such invalid or unenforceable term or provision, the
parties  hereto  intend that there shall be added as a part of this  Agreement a
provision as similar in terms to such invalid or unenforceable  provision as may
be possible and be valid and enforceable.

     (g) FURTHER  ASSURANCES.  Each party hereto,  upon the request of any other
party  hereto,  shall do all such  further  acts and  execute,  acknowledge  and
deliver all such  further  instruments  and  documents  as may be  necessary  or
desirable  to carry out the  transactions  contemplated  by, and the purpose and
intent of, this Agreement.

     (h) TITLES AND  HEADINGS;  RULES OF  INTERPRETATION.  Titles,  captions and
headings of the sections,  articles and other subdivisions of this Agreement are
for  convenience  of  reference  only and shall not affect the  construction  or
interpretation  of any provision of this  Agreement.  References to Sections and
Articles  refer to sections  and  articles of this  Agreement  unless  otherwise
stated. Words such as "herein,"  "hereinafter," "hereof," "hereto," "hereby" and
"hereunder," and words of like import,  unless the context  requires  otherwise,
refer to this  Agreement  taken as a whole  and not to any  particular  Section,
Article or other provision  hereof.  As used in this  Agreement,  the masculine,
feminine and neuter genders shall be deemed to include the others if the context
requires, and if the context requires, the use of the singular shall include the
plural and visa versa.  This  Agreement  is the  product of mutual  negotiations
between the parties and their respective counsels,  and no party shall be deemed
the draftsperson hereof or of any portion or provision hereof.  Accordingly,  in
the event of any ambiguity or  inconsistency in any provision of this Agreement,
the same  shall not be  interpreted  against  either  party  hereto as the party
responsible for drafting such provision.

                                       10




     (i) WAIVER OF JURY  TRIAL;  CONSENT TO  JURISDICTION.  EACH OF THE  PARTIES
HERETO  EXPRESSLY  WAIVES ITS OR HIS RIGHT TO A JURY  TRIAL WITH  RESPECT TO ANY
SUIT,  LITIGATION OR OTHER JUDICIAL PROCEEDING RELATING TO THIS AGREEMENT OR ANY
DISPUTE HEREUNDER OR RELATING HERETO.

     (j) GOVERNING LAW; JURISDICTION OF COURTS. This Agreement shall be governed
by,  interpreted under and construed in accordance with the internal laws of the
State of New York  applicable to contracts  executed and to be performed in that
State  without  giving  effect to the choice of conflict of laws  principles  or
provisions thereof.  Each of the parties hereto agrees that any dispute under or
with respect to this Agreement  shall be determined  before the state or federal
courts  situated in the City,  County and State of New York,  which courts shall
have exclusive  jurisdiction over and with respect to any such dispute, and each
of the parties hereto hereby  irrevocably  submits to the  jurisdiction  of such
courts.  Each party hereby agrees not to raise any defense or  objection,  under
the theory of forum non conviens or otherwise,  with respect to the jurisdiction
of any such  court.  In  addition to such other  method as may  available  under
applicable law, each party agrees that any summons, complaint or other papers or
process in  connection  with any such  dispute may be served on it or him in the
same manner in which a Notice may be given to it or him  pursuant to  SUBSECTION
(b) of this SECTION 11.

     (k) COUNTERPARTS. This Agreement may be executed in counterparts and by one
or more of the parties  hereto in separate  counterparts,  each of which when so
executed  shall be deemed an  original  and all of which  taken  together  shall
constitute one and the same instrument.


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


                                        EMPIRE RESORTS, INC.




/s/ Robert Berman                       By: /s/ Thomas W. Aro
------------------                          ------------------------------------
ROBERT BERMAN                               Name:    Thomas W. Aro
                                            Title:   Executive Vice President

                                       11