sec document

DEF 14A 1 def14a05558_05242007.htm sec document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant

Filed by a party other than the registrant

Check the appropriate box:

/_/ Preliminary Proxy Statement

/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

/X/ Definitive Proxy Statement

/_/ Definitive Additional Materials

/_/ Soliciting Material Pursuant to ss.240.14a-12

Empire Resorts, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ No fee required.

/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/_/ Fee paid previously with preliminary materials.

/_/ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or Schedule and the date
of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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EMPIRE RESORTS, INC.
701 N. Green Valley Parkway, Suite 200
Henderson, NV 89074

NOTICE OF MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2007

To the Stockholders of Empire Resorts, Inc.:

You are cordially invited to attend the annual meeting (the "Meeting") of
the stockholders of Empire Resorts, Inc. (the "Company"), to be held at
Monticello Raceway, on May 24, 2007, at 10:00 a.m. local time for the following
purposes:

(1) to elect three (3) Class I directors to serve on the Company's Board
of Directors until the stockholders' annual meeting in 2010; and

(2) to transact any such other business as may properly come before the
Meeting or any postponement or adjournment thereof.

The Board of Directors of the Company has fixed April 2, 2007 as the
record date (the "Record Date") for the determination of stockholders entitled
to notice of, and to vote at, the Meeting or any postponement or adjournment
thereof. Accordingly, only stockholders of record at the close of business on
the Record Date are entitled to notice of, and shall be entitled to vote at, the
Meeting or any postponement or adjournment thereof.

You are requested to fill in, date and sign the enclosed proxy card(s),
which are being solicited by the Company's Board of Directors. Submitting a
proxy will not prevent you from voting in person, should you so desire, but will
help to secure a quorum and will avoid added solicitation costs. You may revoke
your proxy at any time before it is voted at the Meeting.

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOUR VOTE IS
IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, SIGN
AND PROMPTLY MAIL YOUR PROXY IN THE RETURN ENVELOPE PROVIDED.

By Order of the Board of Directors,

/s/ John Sharpe /s/ Robert H. Friedman
---------------------------- -----------------------------
John Sharpe Robert H. Friedman
Chairman of the Board Secretary

April 24, 2007

EMPIRE RESORTS, INC.
701 N. Green Valley Parkway, Suite 200
Henderson, NV 89074

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

PROXY STATEMENT
------------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:00 A.M. AT MONTICELLO RACEWAY, ROUTE 17B
MONTICELLO, NEW YORK 12701 ON MAY 24, 2007

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Empire Resorts, Inc. (the "Company") for
use at the Annual Meeting of Stockholders of the Company and at all adjournments
and postponements thereof (the "Meeting"). The Meeting is to be held at 10:00
a.m. local time on May 24, 2007 at Monticello Raceway, Route 17B, Monticello,
New York 12701. This Proxy Statement, with the accompanying Notice of Meeting
and form of proxy, are first being sent to stockholders on or about April 24,
2007.

A proxy card is enclosed. Even if you plan to attend the Meeting in
person, you should date, sign and return the enclosed proxy card as soon as
possible to be sure that your shares will be voted at the Meeting. A postage
prepaid envelope has been provided for your convenience. Please note that even
after submitting your proxy card, you can revoke it and/or change your vote
prior to the Meeting as described below.

The cost of preparing, assembling, printing and mailing this Proxy
Statement and the accompanying form of proxy, and the cost of soliciting proxies
relating to the Meeting, will be borne by the Company. Some banks and brokers
have customers who beneficially own Common Stock listed of record in the names
of nominees. The Company intends to request banks and brokers to solicit such
customers and will reimburse them for their reasonable out-of-pocket expenses
for such solicitations. If any additional solicitation of the holders of the
Company's outstanding shares of Common Stock, Series B Preferred Stock and
Series E Preferred Stock is deemed necessary, the Company (through its directors
and officers) anticipates making such solicitation directly. The solicitation of
proxies by mail may be supplemented by telephone, telegram and personal
solicitation by officers, directors and other employees of the Company, but no
additional compensation will be paid to such individuals.

PURPOSE OF THE MEETING

At the Meeting, the Company's stockholders will be asked to consider and
vote upon the following matters: (i) a proposal to elect three (3) Class I
directors to serve until the stockholders' annual meeting in 2010 and (ii) such
other business as may properly come before the Meeting.

VOTING AND SOLICITATION OF PROXIES

All shares of Common Stock, Series B Preferred Stock and Series E
Preferred Stock represented at the Meeting by properly executed proxies, unless
received after the vote at the Meeting or previously revoked as described below,
will be voted in accordance with the instructions thereon, or where a properly
signed proxy is returned and no instructions are given, FOR (1) the election of
all Class I director nominees. If any other matter should come before the
Meeting, or any nominee is not available for election, the person(s) named as a

proxy will have authority to vote all proxies not marked to the contrary in
their discretion as they deem advisable. At this time, the Company does not know
of any matters that may properly come before the Meeting other than the
proposals described in this Proxy.

Any proxy may be revoked by the person giving it at any time before it is
voted. A proxy may be revoked by filing with the Secretary of the Company
(Monticello Raceway, Route 17B, Monticello, New York) either (i) a written
notice of revocation bearing a date later than the date of such proxy or (ii) a
subsequent proxy relating to the same shares, or by attending the Meeting and
voting in person (although attendance at the Meeting will not, in and of itself,
constitute revocation of a proxy).

SHARES ENTITLED TO VOTE

The close of business on April 2, 2007 has been fixed as the record date
(the "Record Date") for determining the stockholders entitled to notice of and
to vote at the Meeting. As of the Record Date, there were 29,469,886 shares of
Common Stock, 44,258 shares of Series B Preferred Stock, 1,730,697 shares of the
Company's Series E Preferred Stock issued and outstanding and entitled to vote.

Each share of Common Stock entitles the holder thereof to one vote, each
share of Series B Preferred Stock entitles the holder thereof to eight-tenths
(.8) of a vote and each share of Series E Preferred Stock entitles the holder
thereof to twenty five hundredths (.25) of a vote. Accordingly, a total of
29,937,966 votes may be cast at the Meeting. The holders of shares of Common
Stock, Series B Preferred Stock and Series E Preferred Stock entitled to cast a
majority of all votes that could be cast by the holders of all of the
outstanding shares of Common Stock, Series B Preferred Stock and Series E
Preferred Stock, present in person or represented by proxy at the Meeting,
constitute a quorum.

A broker who holds shares in "street name" will not be entitled to vote
without instructions from the beneficial owner of such shares. This inability to
vote is referred to as a broker non-vote. Stockholder abstentions and broker
non-votes will be counted for purposes of determining the existence of a quorum
at the Meeting.

VOTE REQUIRED

If a quorum is present at the Meeting, either in person or by proxy, then
a plurality of the votes cast will be sufficient to elect the three Class I
director nominees.

NO APPRAISAL RIGHTS

Under the General Corporation Law of the State of Delaware, stockholders
of the Company do not have appraisal rights in connection with any of the
proposals upon which a vote is scheduled to be taken at the Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

The following table sets forth certain April 2, 2007, by (1) all persons
who are beneficial owners of 5% or more of our voting securities stock, (2) each
director, (3) the named officers in the Summary Compensation Table above, and
(4) all directors and executive officers as a group.

The information regarding beneficial ownership of our common stock has
been presented in accordance with the rules of the Securities and Exchange
Commission. Under these rules, a person may be deemed to beneficially own any
shares of capital stock as to which such person, directly or indirectly, has or
shares voting power or investment power, and to beneficially own any shares of
our capital stock as to which such person has the right to acquire voting or
investment power within 60 days through the exercise of any stock option or
other right. The percentage of beneficial ownership as to any person as of a
particular date is calculated by dividing (a) (i) the number of shares
beneficially owned by such person plus (ii) the number of shares as to which
such person has the right to acquire voting or investment power within 60 days
by (b) the total number of shares outstanding as of such date, plus any shares
that such person has the right to acquire from us within 60 days. Including
those shares in the tables does not, however, constitute an admission that the
named stockholder is a direct or indirect beneficial owner of those shares.
Unless otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or shares that power with that person's
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.

Name and Address of Common Stock Beneficially Series B Preferred Series E Preferred Stock
Beneficial Owner(1) Owned Stock Beneficially Owned Beneficially Owned
------------------------------ --------------------------------- ------------------------- ----------------------------
Shares Percentage Shares Percentage Shares Percentage
------ ---------- ------ ---------- ------ ----------
Thomas W. Aro 89,700 (2) * -- -- -- --

Paul A. deBary 220,508 (3) * -- -- -- --

John Sharpe 157,000 (4) * -- -- -- --

David P. Hanlon 933,876 (5) 3.09% -- -- -- --

Joseph E. Bernstein 2,086,143 (6) 7.08% -- -- -- --

Ralph J. Bernstein 2,276,243 (7) 7.72% -- -- -- --

Robert H. Friedman 35,000 (8) * -- -- -- --

Frank Catania 35,000 (9) * -- -- -- --

Ronald J. Radcliffe 89,000 (10) * -- -- -- --

Hilda Manuel 49,500 (11) * -- -- -- --

Concord Associates, L.P. 3,500,000 (12) 11.89% -- -- -- --
c/o Cappelli Enterprises,
Inc.
115 Stevens Avenue
Valhalla, NY 10595
Attention: Louis R. Cappelli

Wells Fargo & Company 1,608,845 (13) 5.47% -- -- -- --
420 Montgomery Street
San Francisco, CA 94104

Directors and Officers as a 5,971,970 19.39% -- -- -- --
Group

Patricia Cohen -- -- 44,258 100% -- --
8306 Tibet Butler Drive
Windmere, FL 34786

Stanley Tollman -- -- -- -- 152,817 8.8%
c/o Bryanston Group, Inc.
2424 Route 52
Hopewell Junction, NY
12533
---------------------------
* less than 1%

(1) Unless otherwise indicated, the address of each stockholder, director,
and executive officer listed above is Empire Resorts, Inc., c/o
Monticello Raceway, Route 17B, P.O. Box 5013, Monticello, New York,
12701.

(2) Includes 4,200 shares of common stock owned directly by Thomas W. Aro
and options that are currently exercisable into 85,500 shares of
common stock. Does not include options that will be exercisable into
10,000 shares of common stock on December 16, 2007 and into an
additional 10,000 shares of common stock on December 16, 2008.

(3) Includes 152,913 shares of common stock owned directly by Paul deBary,
12,595 shares of common stock held in an individual retirement account
for Mr. deBary's benefit and options that are currently exercisable
into 55,000 shares of common stock.

(4) Includes 2,000 shares of common stock owned directly by John Sharpe
and options that are currently exercisable into 155,000 shares of
common stock.

(5) Consists of 172,276 shares of restricted stock and options that are
currently exercisable into 761,600 shares of common stock. Does not
include 88,747 shares of restricted stock which vest on May 23, 2007,
and options that will be exercisable into 354,991 shares of common
stock which become exercisable on May 23, 2007.

(6) Includes 2,031,143 shares of common stock owned directly by Mr.
Bernstein and options that are currently exercisable into 55,000
shares of common stock.

(7) Includes 2,221,243 shares of common stock owned directly by Ralph J.
Bernstein and options that are currently exercisable into 55,000
shares of common stock.

(8) Consists of options that are currently exercisable into 35,000 shares
of common stock.

(9) Consists of options that are currently exercisable into 35,000 shares
of common stock.

(10) Consists of options that are currently exercisable into 89,000 shares
of common stock. Does not include options that will be exercisable
into 51,000 shares of common stock on May 23, 2007, 20,000 shares of
common stock on August 10, 2007 and into 20,000 shares of common stock
on August 10, 2008.

(11) Consists of options that are currently exercisable into 49,500 shares
of common stock. Does not include options that will be exercisable
into 16,666 shares of common stock on August 10, 2007, into 2,833
shares of common stock on December 16, 2007, into 16,668 shares of
common stock on August 10, 2008 and into an additional 2,834 shares of
common stock on December 16, 2008.

(12) Includes 2,500,000 shares of common stock owned directly by Concord
Associates Limited Partnership and options that are currently
exercisable into 1,000,000 shares of common stock.

(13) According to a Schedule 13G filed by Wells Fargo & Company filed on
February 2, 2007, it and Wells Capital Management Incorporated, Wells
Fargo Funds Management, LLC and Wells Fargo Bank, National Association
have sole dispositive power and sole voting power with respect to the
1,608,845 shares.

PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to Proposal No. 1, the nominees listed below have been nominated
to serve as Class I directors until the 2010 Annual Meeting of Stockholders
(subject to their respective earlier removal, death or resignation) and until
their successors are elected and qualified. Unless such authority is withheld,
proxies will be voted for the election of the persons named below, who are all
now serving as directors and each of whom has been designated as a nominee. If,
for any reason not presently known, any person is not available to serve as
director, another person who may be nominated will be voted for in the
discretion of the proxies.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF
THE NOMINEES

NOMINEE INFORMATION

JOHN SHARPE. John Sharpe, 64, is our Chairman of the Board of Directors.
Most recently, Mr. Sharpe 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, and helped create Four Seasons' renowned reputation for the
highest level of service in the worldwide hospitality industry. In 1999, Mr.
Sharpe was bestowed with the "Corporate Hotelier of the World" award by Hotels
Magazine, Inc. Mr. Sharpe also received the "Silver Plate" award from the
International Food Manufacturers Association, and the "Gold Award" from the
Ontario Hostelry Institute. Mr. Sharpe graduated with a B.S. in hotel
administration from Cornell University and is a former trustee of the Culinary
Institute of America, and former chair of the Industry Advisory Council at the
Cornell Hotel School. Mr. Sharpe previously served as executive-in-residence,
School of Hotel Administration, Cornell University; chair, board of governors,
Ryerson University, Toronto, Canada, and co-chair, American Hotel Foundation,
Washington, D.C. Mr. Sharpe has served as a director since August 2003 and
became Chairman of the Board in May 2005.

RALPH J. BERNSTEIN. Ralph J. Bernstein, 48, is a co-founder and
general partner of Americas Partners, a real estate development and
investment firm, and, since 1981 has been responsible for the acquisition,
renovation, development and financing of several million square feet of
commercial space. Mr. Bernstein also serves as a director for Air Methods
Corporation, a publicly traded company that provides air medical emergency
transport services and systems throughout the United States of America. Mr.
Bernstein received a B.A. in economics from the University of California at
Davis. Mr. Bernstein has served as a director since August 2003.

PAUL A. DEBARY. Paul A. deBary, 60, is a managing director at
Marquette deBary Co., Inc., a New York based broker-dealer, where he serves
as a financial advisor for state and local government agencies, public and
private corporations and non-profit organizations. Prior to assuming his
current position, Mr. deBary was a managing director in the Public Finance
Department of Prudential Securities from 1994 to 1997. Mr. deBary was also a
partner in the law firm of Hawkins, Delafield & Wood in New York from 1975 to
1994. Mr. deBary received an AB in 1968, and an M.B.A. and J.D. in 1971 from
Columbia University. Mr. deBary is a member of the American Bar Association,
the New York State Bar Association, the Association of the Bar of the City of
New York and the National Association of Bond Lawyers. Mr. deBary is also a
member of the Board of Managers of Teleoptic Digital Imaging, LLC, and serves
as a director of several non-profit organizations, including New
Neighborhoods, Inc., AA Alumni Foundation and the Society of Columbia

Graduates. Mr. deBary is the co-trustee of the Catskill Litigation Trust.
Mr. deBary has served as a director since March 2002.

CLASS II DIRECTORS

DAVID P. HANLON. David P. Hanlon, 62, is currently our Company's Chief
Executive Officer and President and a member of the Board of Directors. He
previously served as Vice Chairman of the Board and has been a director since
2003. Prior to starting his own gaming consulting business in 2000, in which
he advised a number of Indian and international gaming ventures, Mr. Hanlon
was President and Chief Operating Officer of Rio Suites Hotel & Casino from
1996-1999, a period in which the Rio Suites Hotel & Casino underwent a major
expansion. From 1994-1995, Mr. Hanlon served as President and Chief
Executive Officer of International Game Technology, the world's leading
manufacturer of microprocessor gaming machines. From 1988-1993, Mr. Hanlon
served as President and Chief Executive Officer of Merv Griffin's Resorts
International, and prior to that, 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, an M.B.A. in Finance from the Wharton School, University of
Pennsylvania, and he completed the Advanced Management Program at the Harvard
Business School.

ROBERT H. FRIEDMAN. Robert H. Friedman, 54, has served as our
Secretary since May 2004. Mr. Friedman has been a partner with Olshan
Grundman Frome Rosenzweig & Wolosky LLP, a New York City law firm, since
August 1992. Prior to that time and since September 1983 he was associated
with Cahill Gordon & Reindel, also a New York City law firm. Mr. Friedman
specializes in corporate and securities law matters. Mr. Friedman received
his B.A. and J.D. degrees from Rutgers University, and has been on the
faculty of the Practicing Law Institute since August 2000. Mr. Friedman
became a director in July 2005.

CLASS III DIRECTORS

JOSEPH E. BERNSTEIN. Joseph E. Bernstein, 57, started his career as a
corporate tax attorney on Wall Street at Cahill Gordon & Reindel and as an
international tax attorney at Rosenman & Colin. He later started his own
international tax practice. Since the early 1980s, Mr. Bernstein (along with
his brother Ralph, and their partner, Morad Tahbaz, through Americas Tower
Partners) has been involved in the development of three million square feet
of commercial property in Manhattan, including Americas Tower, a 50-story
office building on Avenue of the Americas and 46th Street in New York City,
serving as US headquarters to Israel's largest bank, Bank Hapoalim. Mr.
Bernstein is the co-trustee of the Catskill Litigation Trust. Mr. Bernstein
has served as a director since August 2003.

FRANK CATANIA. Frank Catania, 65, has been a principal at Catania
Consulting Group and a lawyer at Catania & Associates since January 1999.
Prior to this, he was the assistant attorney general and director of New
Jersey's Division of Gaming Enforcement, a position he took in 1994. Mr.
Catania was a managing partner at the law offices of Catania & Harrington up
until that time and was engaged in all aspects of civil and criminal
litigation, real estate transactions, and corporate representation. He was
also elected and served as the assemblyman for New Jersey's 35th Legislative
District from 1990 through 1994. Mr. Catania is currently a member of the
International Masters of Gaming Law association and was chairman of the
International Association of Gaming Regulators from 1998 to 1999. He has a
J.D. from Seton Hall University School of Law and a B.A. from Rutgers
College. Mr. Catania became a director in November 2005.

Ralph J. Bernstein and Joseph E. Bernstein are brothers.

DIRECTOR INDEPENDENCE

The Board of Directors evaluates the independence of each nominee for
election as a Director of our Company in accordance with the Marketplace Rules
of the NASDAQ Stock Market LLC ("Nasdaq"). Pursuant to these rules, a majority
of our Board of Directors must be "independent directors" within the meaning of
the Nasdaq listing standards, and all directors who sit on our Corporate
Governance and Nominating Committee, Audit Committee and Compensation Committee
must also be independent directors.

The Nasdaq definition of independent director includes a series of
objective tests, such as the director is not, and was not during the last three
years, an employee of the Company and has not received certain payments from, or
engaged in various types of business dealings with, the Company. In addition, as
further required by the Nasdaq Marketplace Rules, the Board of Directors has
made a subjective determination as to each independent director that no
relationships exist which, in the opinion of the Board of Directors, would
interfere with such individual's exercise of independent judgment in carrying
out his or her responsibilities as a director. In making these determinations,
the Board of Directors reviewed and discussed information provided by the
directors with regard to each director's business and personal activities as
they may relate to Company and its management.

As a result, the Board of Directors has affirmatively determined that none
of our directors has a material relationship with the Company other than Mr.
Hanlon, our President and Chief Executive Officer, who is a full time employee
of the Company, and that all members of our Audit Committee, Compensation
Committee and Corporate Governance and Nominating Committee are independent
directors.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met on thirteen occasions during the fiscal year
ended December 31, 2006. During the time that he served as a director during
2006, each of the directors attended at least 75% of the meetings held by the
Board of Directors. There are three committees of the Board of Directors: the
audit committee, the compensation committee and the corporate governance and
nominations committee.

AUDIT COMMITTEE

The Company has a separately-designated standing audit committee as
defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In addition, the Company's Board of Directors
adopted a written charter for the audit committee, a copy of which is included
as APPENDIX A to this Proxy Statement, and which is available, free of charge,
from the Company by writing to Investor Relations at Empire Resorts, Inc., 701
N. Green Valley Parkway, Suite 200, Henderson, NV 89074 or calling (702)
990-3355.

The members of the audit committee are Paul A. deBary (chairman of the
committee), John Sharpe, Ralph J. Bernstein and Frank Catania. Each of Messrs.
deBary, Sharpe, Bernstein and Catania is independent from the Company, as
independence is defined in Rule 4200(a)(15) of the listing standards of the
National Association of Securities Dealers (the "NASD"). Our board of directors
believes that Mr. Paul A. deBary is an audit committee financial expert, as such
term is defined in Item 407(d)(5) of Regulation S-K.

The primary purpose of the audit committee is to assist the Board of
Directors in fulfilling its responsibility to oversee the Company's financial
reporting activities. The audit committee is responsible for reviewing with both
the Company's independent certified public accountants and management, the

Company's accounting and reporting principles, policies and practices, as well
as the Company's accounting, financial and operating controls and staff. The
audit committee has reviewed and discussed the audited financial statements of
the Company with management, has discussed with the independent auditors the
matters required to be discussed by SAS 61, as amended. Additionally, the audit
committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
audit committees) and has discussed with the independent accountant the
independent accountant's independence. Based upon such review and discussion,
the audit committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K for
the last fiscal year for filing with the Securities and Exchange Commission (the
"SEC").

The audit committee met on six occasions during the fiscal year ended
December 31, 2006. Each of the members of the audit committee attended each of
the meetings held by the audit committee during the time he served as a member
of the committee.

Paul A. deBary, Chairman
John Sharpe
Ralph J. Bernstein
Frank Catania

CORPORATE GOVERNANCE AND NOMINATIONS COMMITTEE

The corporate governance and nominations committee recommends appropriate
governance practices, recommends criteria for service as a director and reviews
candidates to serve as directors. The corporate governance and nominations
committee has adopted a written charter, a copy of which is included as APPENDIX
B to this Proxy Statement. The members of the corporate governance and
nominations committee are John Sharpe, Ralph J. Bernstein, Robert H. Friedman
and Frank Catania. Each of Messrs. Sharpe, Bernstein, Friedman and Catania is
independent from the Company, as independence is defined in Rule 4200(a)(15) of
the NASD listing standards.

The corporate governance and nominations committee develops, recommends
and oversees implementation of corporate governance principles for the Company.
In addition, it considers recommendations for director nominees from a wide
variety of sources, including members of the Company's board, business contacts,
community leaders, third-party advisory services and members of management. The
corporate governance and nominations also considers stockholder recommendations
for director nominees that are properly received in accordance with applicable
rules and regulations of the SEC.

The board believes that all of its directors should have the highest
personal integrity and have a record of exceptional ability and judgment. The
board also believes that its directors should ideally reflect a mix of
experience and other qualifications. There is no firm requirement of minimum
qualifications or skills that candidates must possess. The corporate governance
and nominations committee evaluates director candidates based on a number of
qualifications, including their independence, judgment, leadership ability,
expertise in the industry, experience developing and analyzing business
strategies, financial literacy, risk management skills, and, for incumbent
directors, his or her past performance. In making its recommendations, the
corporate governance and nominations committee seeks out outstanding talent
among minority groups and women.

Stockholders wishing to nominate a candidate for director at the annual
stockholders meeting must give written notice to Empire Resorts, Inc., 701 N.

Green Valley Parkway, Suite 200, Henderson, NV 89074, Attention: Investor
Relations either by personal delivery or by United States mail, postage prepaid.
The stockholder's notice must be received by the Company not later than the
close of business on the 120th calendar day prior to the date on which notice of
the prior year's annual meeting was first mailed to stockholders. The
stockholder's written notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act, including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; and (b) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination is made
(i) the name and address of such stockholder, as they appear on the Company's
books, and of such beneficial owner, (ii) the class and number of shares of the
Company which are owned beneficially and of record by such stockholder and such
beneficial owner and (iii) a representation that the stockholder is a holder of
record of shares of the Company and intends to appear in person or by proxy at
the meeting to propose such business.

The corporate governance and nominations committee initially evaluates a
prospective nominee on the basis of his or her resume and other background
information that has been made available to the committee. A member of the
corporate governance and nominations committee will contact for further review
those candidates who the committee believes are qualified, who may fulfill a
specific board need and who would otherwise best make a contribution to the
board. If, after further discussions with the candidate, and other further
review and consideration as necessary, the corporate governance and nominations
committee believes that it has identified a qualified candidate, it will make a
recommendation to the board.

The corporate governance and nominations committee met on four occasions
during the fiscal year ended December 31, 2006. Each of the members of the
corporate governance and nominations committee attended each of the meetings
held by the corporate governance and nominations committee during the time each
director served as a member of the committee.

COMPENSATION COMMITTEE

The compensation committee, which is comprised of Joseph E. Bernstein
(chairman of the committee), Paul A. deBary and Ralph J. Bernstein, is
responsible for establishing and reviewing the appropriate compensation of
directors and officers of the Company, for reviewing employee compensation plans
and for considering and making grants and awards under, and administering, the
Company's equity incentive plans. The compensation committee has adopted a
written charter, a copy of which is included as APPENDIX C to this Proxy
Statement. During fiscal 2006, there were four meetings of the compensation
committee. Each of the members of the compensation committee attended each of
the meetings held by the compensation committee during the time such director
served as a member of the committee. In addition, the compensation committee
acted on one occasion by unanimous written consent.

CODE OF ETHICS

The Company adopted a code of ethics that is available on its internet
website (www.empireresorts.com) and will be provided in print without charge to
any stockholder who submits a request in writing to Empire Resorts, Inc., 701 N.
Green Valley Parkway, Suite 200, Henderson, NV 89074, Attention: Investor
Relations. The code of ethics applies to each director and officer, including
the Chief Financial Officer and Chief Executive Officer, and all of other
employees of the Company and its subsidiaries. The code of ethics provides that
any waiver of the code of ethics may be made only by the Company's Board of
Directors.

PROCEDURES FOR CONTACTING DIRECTORS

The Board of Directors has established a process for stockholders to send
communications to the Board of Directors. Stockholders may communicate with the
board generally or a specific director at any time by writing to: Empire
Resorts, Inc., 701 N. Green Valley Parkway, Suite 200, Henderson, NV 89074,
Attention: Investor Relations. The Company reviews all messages received, and
forwards any message that reasonably appears to be a communication from a
stockholder about a matter of stockholder interest that is intended for
communication to the Board of Directors. Communications are sent as soon as
practicable to the director to whom they are addressed, or if addressed to the
Board of Directors generally, to the chairman of the corporate governance and
nominations committee. Because other appropriate avenues of communication exist
for matters that are not of stockholder interest, such as general business
complaints or employee grievances, communications that do not relate to matters
of stockholder interest are not forwarded to the Board of Directors.

EXECUTIVE OFFICERS

The executive officers of the Company are:

David P. Hanlon Chief Executive Officer and President

Ronald J.Radcliffe Chief Financial Officer and Treasurer

Thomas W. Aro Chief Operating Officer

Hilda A. Manuel Senior Vice President for Native American Affairs and
Chief Compliance Officer

Information with respect to Mr. Hanlon is set forth above under "Class II
Directors" on page 7.

RONALD J. RADCLIFFE. Ronald J. Radcliffe, 63, joined us as our Chief
Financial Officer in May 2005. Mr. Radcliffe was previously 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 also 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 an Indian 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 C.P.A. and received a B.S.
in business administration in 1968 from the University of Nevada.

THOMAS W. ARO. Thomas W. Aro, 63, is our Chief Operating Officer and was a
member of our Board of Directors from 1994 through July 2003. Mr. Aro was also
our Executive Vice President since our formation in 1993 through November 11,
2003 and served as our Secretary from 1998 until May 2004. Mr. Aro also serves
as our Chief Operating Officer of our gaming subsidiaries and has over 30 years
experience in the hospitality and gaming industries. Mr. Aro received a B.S.
from the University of Arizona and is a licensed C.P.A.

HILDA A. MANUEL. Hilda A. Manuel, 55, joined us in March 2005 as our
Senior Vice President for Native American Affairs and Chief Compliance Officer.

From February 2003 through December 2004, Ms. Manuel served as deputy general
counsel for the Gila River Indian Community, where she supervised general
employees and attorneys with respect to civil and criminal matters. From May
2000 through March 2002, Ms. Manuel served as special counsel to the law firm of
Steptoe & Johnson, LLP, where she oversaw business development with Indian
tribes and Indian organizations, along with supervising the management of cases
for Indian clients. From October 1994 through April 2000, Ms. Manuel served as
the Deputy Commissioner of the Bureau of Indian Affairs (the "BIA") for the U.S.
Department of the Interior. As Deputy Commissioner, Ms. Manuel was responsible
for the overall management of the BIA, including the maintenance of
government-to-government relationships with Indian tribes, protecting trust
resources and the trust assets of Indian tribes, the fiscal administration and
expenditure of $2.8 billion in appropriated funds and the supervision of 12
regional offices, 83 tribe-agencies and over 13,000 employees. From February
1992 through May 1994, Ms. Manuel served as Staff Director for the Indian Gaming
Management Office of the BIA, where she was responsible for implementing the
responsibilities of the Secretary of the Interior under the Indian Gaming
Regulatory Act of 1988, along with supervising acts related to the approval of
Class III gaming tribal-state compacts, fee to trust land acquisitions for
gaming purposes, revenue allocation plans, including per capita distributions of
gaming revenues, and the development of policy guidelines and directives on
gaming related issues within the authority of the Secretary of the Interior.
Finally, from May 1991 through February 1992, Ms. Manuel served as Division
Chief for Tribal Government Affairs for the BIA and from February 1990 through
July 1991, Ms. Manuel was a Judicial Services Specialist for the BIA.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE

The compensation committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. The compensation committee consists of Joseph E. Bernstein
(chairman of the committee), Paul A. deBary and Ralph J. Bernstein.

The compensation committee has full authority to engage attorneys,
accountants and consultants and to solicit input from our executives concerning
compensation matters. To date, the compensation committee has determined that it
was not advisable to place substantial reliance on executive compensation
consultants in connection with establishing executive compensation programs and
setting appropriate compensation amounts.

GENERAL COMPENSATION OBJECTIVES AND GUIDELINES

The compensation committee's executive compensation philosophy is to base
management's pay, in part, on the achievement of the Company's performance
goals, to provide competitive levels of compensation, to recognize and reward
individual initiative, achievement and length of service to the Company, to
assist the Company to retain and attract the best qualified management, and to
enhance long term stockholder value. In retaining and attracting the best
qualified management personnel, the Company targets offering compensation and
benefits that place it near the top quartile of its industry.

The compensation committee strongly believes that the caliber of the
management personnel makes a significant difference in the Company's long term
success and it is the philosophy of the compensation committee to provide
officers with the opportunity to realize potentially significant financial gains
through the grants of stock options and issuance of restricted stock. The
compensation committee also believes that the potential for equity ownership by
management is beneficial in aligning management and stockholders' interest in
the enhancement of stockholder value.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), prohibits a publicly held corporation, such as the Company, from
claiming a deduction on its federal income tax return for compensation in excess
of $1 million paid for a given fiscal year to the chief executive officer (or
person acting in that capacity) at the close of the corporation's fiscal year
and the four most highly compensated officers of the corporation, other than the
chief executive officer, at the end of the corporation's fiscal year. The $1
million compensation deduction limitation does not apply to "performance-based
compensation". The Company believes that, with certain exceptions, any
compensation received by executive officers in connection with the exercise of
options granted under the 1993, 1998, 2004 or 2005 stock option plans qualifies
as "performance-based compensation." The policy of the compensation committee is
to the extent reasonable to qualify the Company's executive officers'
compensation for deductibility under Section 162(m) and other applicable tax
laws. However, the compensation committee believes that providing an appropriate
level of cash compensation and maintaining flexibility in determining
compensation are also important issues which must be balanced with preserving a
tax deduction for amounts in excess of $1,000,000.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

David P. Hanlon's salary was $500,000 in 2006. Mr. Hanlon's
compensation as contemplated under his employment agreement was determined by
the compensation committee based on the factors described in the "Salaries"
and "Annual Bonuses" paragraphs below.

SALARIES

Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at other companies (base salaries are targeted to be competitive with
the top quartile of the industry). The Company believes that it is necessary to
position executive officers' base salaries at or above these levels in order to
attract, retain and motivate its executive officers. In addition, the
compensation committee considers the recommendations of the Company's Chief
Executive Officer and Chief Financial Officer. Annual salary adjustments are
determined by (i) considering various factors, tangible and intangible, achieved
by the Company; (ii) the overall performance of the executive; (iii) the length
of the executive's service to the Company; and (iv) any increased
responsibilities assumed by the executive. There are no restrictions on salary
adjustments of the Company. The Company has employment agreements with certain
of its executive officers, which sets the base salaries and other terms and
conditions of employment for such individuals.

ANNUAL BONUSES

The compensation committee evaluates the performance of the Company's
executives on an annual basis. Bonuses may be based upon the level of personal
achievement by individual participants and the Company's performance, including,
but not limited to, (i) the Company's actual stock price performance and stock
price performance relative to its competitors and (ii) the Company's actual
performance as compared to the Company's projected performance goals. In 2006,
no bonuses were awarded, but bonuses may be awarded in future years.

2005 EQUITY INCENTIVE PLAN

Equity-based compensation is through options to purchase shares of the
Company's common stock and grants of restricted stock, which assists the Company
to provide competitive levels of total compensation and increases the link
between the creation of stockholder value. Additionally, the plan encourages

participants to focus on long-term Company performance and provides an
opportunity for executives and certain employees to increase their ownership in
the Company through grants of the Company's common stock. These grants are
periodically recommended by the Committee and granted to participants based upon
their respective level of contribution and responsibility for the success of the
Company. In granting these options, the Committee may establish any conditions
or restrictions it deems appropriate and are granted at the Nasdaq Global
Market's closing price on the day of the grant.

401(k) PLAN

Our eligible employees may participate in a Company-sponsored 401(k) benefit
plan. The plan permits employees to defer up to 15% of their salary up to
statutory maximums and provides for matching contributions by us of up to 100 %
of the first 3% of salary deferral and 66.7% of the next 3% of salary deferral.
Other compensation the Summary Compensation Table in 2006 is our matching
contributions for those made by the individuals reported in the table.

SUMMARY COMPENSATION TABLE

The following table sets forth all information concerning the compensation
received, for the fiscal year ended December 31, 2006, for services rendered to
us by David P. Hanlon, our chief executive officer, Ronald J. Radcliffe, our
chief financial officer, and each of our two other most highly compensated
executive officers.

SUMMARY COMPENSATION TABLE

All Other
Stock Option Compen-
Name and Principal Position Year Salary Bonus Awards(1) Awards(1) Sation(2) Total
--------------------------- ---- ------ ----- --------- --------- --------- -----
David P. Hanlon
Chief Executive Officer 2006 $ 500,000 $ -- $ 529,633 $1,377,829 $ 8,800 $2,416,262
Ronald J. Radcliffe
Chief Financial Officer 2006 275,000 -- -- 352,269 8,800 636,069
Thomas W. Aro
Chief Operating Officer 2006 195,000 -- -- 109,840 7,800 312,640
Hilda Manuel
Sr. VP for Native
American Affairs 2006 160,192 -- -- 159,724 2,000 321,916

(1) These amounts represent the dollar amount recognized for financial
reporting purposes for the year ended December 31, 2006 for the value of
prior year and current year grants of restricted stock and stock options
allocable to that year and are computed in accordance with SFAS No. 123R.
Please see Notes B and K to our consolidated financial statements
contained in our Form 10-K for the year ended December 31, 2006 for more
information on these issues.
(2) These amounts reflect the Company matching contributions associated with
amounts by the individuals to our 401 (k) benefit plan. See Note N our
consolidated financial statements contained in our Form-K for the year
ended December 31, 2006 for more information on this plan.

GRANT OF PLAN-BASED AWARDS

The following table sets forth information concerning grants of plan-based
awards made by us during 2006, to each of the named executive officers:

All Other Option Grant Date Fair
Awards: Exercise or Value of Stock
Number of Securities Base Price of and Option
Name Grant Date Underlying Options Option Awards Awards (1)
---- ---------- ------------------ ------------- ----------
Ronald J. Radcliffe 8/10/06 60,000 $ 5.53 $ 291,600

Hilda Manuel 8/10/06 50,000 $ 5.53 243,000

(1) These amounts reflect the aggregate grant date fair value of options
granted in the year ended December 31, 2006 under our 2005 Equity
Incentive Plan computed in accordance with SFAS No. 123R. Please see Notes
B and K to our consolidated financial statements contained in our Form
10-K for the year ended December 31, 2006 for more information.

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED
AWARDS TABLE

EMPLOYMENT AGREEMENTS

On May 23, 2005, we entered into an employment agreement with David P.
Hanlon which sets forth terms and provisions governing Mr. Hanlon's employment
as our Chief Executive Officer and President. This agreement provides for an
initial term of three years at an annual base salary of $500,000. In addition,
Mr. Hanlon is entitled to participate in any annual bonus plan or equity based
incentive programs maintained by us for our 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 our common stock
pursuant to the 2005 Equity Incentive Plan, subject to stockholder 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, which approval was received on August 17, 2005. We
also granted Mr. Hanlon 261,023 restricted shares, pursuant to our 2005 Equity
Incentive Plan, vesting 33% on the grant date, 33% on the first anniversary of
grant, and 34% on the second anniversary of the grant. We 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.

On May 23, 2005, we entered into an employment agreement with Ronald J.
Radcliffe which sets forth terms and provisions governing Mr. Radcliffe's
employment as our Chief Financial Officer. This agreement provides for an
initial term of three years at an annual base salary of $275,000. In addition,
Mr. Radcliffe is entitled to participate in any annual bonus plan or equity
based incentive programs maintained by us for our 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 our common
stock pursuant to our 2005 Equity Incentive Plan, subject to stockholder
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, which approval was obtained on August 17, 2005.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information concerning the outstanding
equity awards of each of the named executive officers as of December 31, 2006:

Option Awards Stock Awards
------------------------------------------------------------------------ ------------------------------------
Number of Securities Number of Securities Number of Shares Market Value of
Underlying Underlying Option Option or Units of Shares or Units
Unexercised Options: Unexercised Options: Exercise Expiration Stock That of Stock That
Name Exercisable Unexercisable Price Date Have Not Vested Have Not Vested
------------------- ---------------------- ---------------------- ---------- ------------- ------------------ ----------------
David P. Hanlon 7,500 -- $ 7.00 8/15/13 (1) -- --
5,000 -- $ 11.97 3/24/14 (2) -- --
50,000 -- $ 8.11 11/12/07 (3) -- --
10,000 -- $ 8.51 1/7/10 (4) -- --
689,101 354,991 $ 3.99 5/23/15 (5) -- --
-- -- -- -- 88,747 $769,436

Ronald J. Radcliffe 70,000 50,000 $ 3.99 5/23/15 (7) -- --
20,000 40,000 $ 5.53 8/10/16 (8) -- --

Thomas W. Aro 5,500 -- $ 4.40 6/30/09 (9) -- --
38,000 -- $ 2.12 1/9/11 (10) -- --
50,000 -- $ 14.25 5/20/14 (11) -- --
10,000 20,000 $ 6.75 12/16/15 (12) -- --

Hilda Manuel 30,000 $ 8.26 3/18/15 (13) -- --
2,833 5,667 $ 6.75 12/16/15 (14) -- --
16,667 33,333 $ 5.53 8/10/16 (15) -- --

Unless otherwise noted, option grants have a term of ten years. Grants to Mr.
Hanlon prior to May 23, 2005 were made to him in his capacity as a Director.

(1) Granted and vested 8/5/03. (2) Granted and vested 3/24/04.
(3) Granted and vested 11/12/04 - three year term. (4) Granted and vested
1/7/05 - five year term.
(5) Grant date 5/23/05 effective upon shareholder approval received on
8/17/05; vesting 33% 90 days after grant, 33% one year after grant and 34%
two years after grant.
(6) Total restricted shares granted 5/23/05 - 261,023 effective upon
shareholder approval received on 8/17/05; vesting 33% 90 days after grant,
33% one year after grant and 34% two years after grant.
(7) Total options granted 5/23/05 - 150,000 effective upon shareholder
approval received on 8/17/05; vesting 33% 90 days after grant, 33% one
year after grant and 34% two years after grant. Options on 30,000 shares
exercised on December 20, 2006.
(8) Grant date 8/10/06; vesting 33.3% 90 days after grant, 33.3% one year
after grant and 33.3% two years after grant.
(9) Grant date 6/30/99; vesting 33.3% one year after grant, 33.3% two years
after grant and 33.3% three years after grant.
(10) Grant date 1/9/03; vesting 33.3% one year after grant, 33.3% two years
after grant and 33.3% three years after grant - eight year term.
(11) Grant date 5/20/04; vesting 50% on date of grant and 50% one year after
grant.
(12) Grant date 12/16/05; vesting 33.3% one year after grant, 33.3% two years
after grant and 33.3% three years after grant.
(13) Grant date 3/18/05; vesting one year.
(14) Grant date 12/16/05; vesting 33.3% one year after grant, 33.3% two years
after grant and 33.3% three years after grant.
(15) Grant date 8/10/06; vesting 33.3% 90 days after grant, 33.3% one year
after grant and 33.3% two years after grant.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth information concerning the exercising of
stock options of each of the named executive officers in December 31, 2006:

Option Awards Stock Awards
-------------------------- --------------------------
Number of Number of
Shares Value Shares Value
Acquired On Realized On Acquired On Realized On
Name Exercise Exercise Vesting Vesting
----------------------- ------------ ------------ ------------ -------------
David P. Hanlon -- -- 86,138 $474,620

Ronald J. Radcliffe 30,000 $153,116 -- --

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The employment agreements for each of David P. Hanlon and Ronald J.
Radcliffe provide for potential payments upon termination, or, in the case of
Mr. Hanlon, a change-in-control. In the event that we terminate either Mr.
Hanlon or Mr. Radcliffe's employment with Cause or Mr. Hanlon or Mr. Radcliffe
resigns without Good Reason, our obligations are limited generally to paying
such executive's base salary through the termination date. In the event that we
terminate Mr. Hanlon's employment without Cause or her terminates his employment
without Good Reason, the vesting of stock options and restricted stock shall be
treated in accordance with the terms of the relevant plan, provided, however,
that if Mr. Hanlon terminates his employment without Good Reason and the basis
for such determination is based upon a good faith conclusion by Mr. Hanlon and
the Board that the direction that the Company is going is inconsistent with the
direction that Mr. Hanlon and the Board anticipated as of the commencement of
Mr. Hanlon's employment, then the stock options granted pursuant to Mr. Hanlon's
employment agreement may be exercised for a period of one year following such
termination.

In the event that we terminate Mr. Hanlon's employment without Cause or
Mr. Hanlon resigns with Good Reason, we are generally obligated to continue to
pay Mr. Hanlon's compensation for the remainder of the term of Mr. Hanlon's
employment agreement and accelerate the vesting of the options and restricted
shares granted at the commencement of this agreement. If Mr. Hanlon terminates
his employment within one year following a Change of Control, we shall pay such
cash compensation in a lump sum.

In the event that we terminate Mr. Radcliffe's employment without Cause or
Mr. Radcliffe resigns with Good Reason, we are generally obligated to continue
to pay Mr. Radcliffe's compensation for a period of six months following such
termination.

For purposes of their employment agreements, "Cause" is defined as the
executive (i) pleading "guilty" or "no contest" to or being 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 such executive's fraud or dishonesty, (ii)
in carrying out his duties, engaging 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) such 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 such executive's employment or (iv) such executive's material
breach of his employment agreement.

For purposes of their employment agreements, "Good Reason" is defined as
the occurrence of any of the following without such executive's prior written
consent: (i) the failure to appoint or continue such executive in their current
position with the Company; (ii) a material diminution in such executive's
duties, or the assignment to such executive of duties materially inconsistent
with his duties, positions, authority, responsibilities and reporting
requirements, or the assignment of duties which materially impair such
executive's ability to function in his current position with the Company; (iii)
a reduction in or a material delay in payment of such executive's total cash
compensation and benefits from those required to be provided in accordance with
the provisions of such executive's employment agreement; or (iv) the failure of
the Company to obtain the assumption in writing of its obligation to perform
such executive's employment agreement by any successor to all or substantially
all of the assets of the Company not later than the effective date of such
transaction. In addition, the definition of "Good Reason" in Mr. Hanlon's
employment agreement also includes (i) the failure of the Board or a nominating
committee thereof to nominate Executive for election to the Board of Directors;
(ii) a change in the reporting structure so that Mr. Hanlon no longer reports
directly to the Board or a committee thereof; (iii) the Company, the Board or
any person controlling the Company Mr. Hanlon 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 Mr. Hanlon's obligations under his
employment agreement; (iv) any termination by Mr. Hanlon of his employment for
any reason other than death or disability within one year of a Change in Control
of the Company; or (v) a material breach by the Company of any of the provisions
of Mr. Hanlon's employment agreement.

For the purposes of Mr. Hanlon's employment 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 Securities
Exchange Act 0f 1934, as amended), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company's
then outstanding securities; 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 employment agreements of each of Mr. Hanlon and Mr. Radcliffe provide
for non-competition and non-solicitation periods for the period that the
executive is employed by the Company, plus the greater of (i) one year following
the voluntary termination of such executive's employment without Good Reason,
(ii) one year following termination of the such executive by the Company for
Cause, or (iii) the balance of the period that the executive is continuing to
receive his base salary.

DIRECTOR COMPENSATION

Directors who are also our officers are not separately compensated for
their service as directors. Our non-employee directors received the following
aggregate amounts of compensation for 2006.

Fees Earned or
Name Paid in Cash Option Awards Total
------------------------ -------------- --------------- ---------
John Sharpe $79,000 $38,300 (1)(2) $117,300
Joseph E. Bernstein $38,000 $38,300 (1)(2) $76,300
Ralph J. Bernstein $48,500 $38,300 (1)(2) $86,800
Frank Catania $40,000 $38,300 (1)(2) $78,300
Paul A. deBary $65,750 $106,050 (1)(3) $171,800
Robert H. Friedman $32,000 $38,300 (1)(2) $70,300

(1) Grant date aggregate fair value of options granted in the year ended
December 31, 2006 under our 2005 Equity Incentive Plan computed in
accordance with SFAS No. 123R. Please see Notes B and K to our
consolidated financial statements contained in our Form 10-K for the year
ended December 31, 2006 for more information.
(2) Grant date 3/8/06; securities underlying options -10,000 with ten year
term.
(3) Grant date 3/8/06; securities underlying options - 15,000. Grant date
8/10/06; securities underlying options - 10,000. Ten year term for both
grants.

CASH COMPENSATION

During 2006, each non-employee member of the Company's Board of Directors
received $20,000 per year and $1,000 per meeting attended in person and $500 per
meeting attended telephonically. Directors that also serve on committees of the
Board of Directors, other than the audit committee, receive an additional $1,000
per committee meeting, other than employee members, with the chairperson
receiving $2,500 per meeting. With respect to the audit committee, its
chairperson receives an additional annual payment of $10,000, and each audit
committee member (including the chairperson) receives $2,500 per audit committee
meeting.

STOCK COMPENSATION

Each non-employee member of the Company's Board of Directors receives an
annual grant of 10,000 stock options at the common stock's then current fair
market value, and since August 2003 each newly elected or appointed non-employee
director received a one time grant of 15,000 stock options at the common stock's
then current fair market value. All stock options granted to the members of the
Company's Board of Directors vest immediately.

CHAIRMAN COMPENSATION

On May 23, 2005, the Company's Board of Directors ratified the
compensation committee's approval of compensation of $50,000 per year for the
position of non-executive Chairman of the Board and a grant of 50,000 options to
purchase shares of the Company's common stock vesting immediately with a term of
10 years at the initiation of service for any new non-executive Chairman of the
Board. John Sharpe, who became the Company's Chairman of the Board on such date,
abstained from all votes of the Board of Directors related to the establishment
of this compensation.

RECENT DEVELOPMENTS

On March 8, 2006, the Board of Directors approved compensation of $25,000
per year and an annual grant of 5,000 options to purchase shares of the
Company's common stock for the chairman of the audit committee. On March 8,
2006, the Board of Directors also approved compensation of $1,000 per meeting
attended in person and $500 per meeting attended telephonically by the members
of each of the audit committee, compensation committee and corporate governance
and nominations committee as full compensation for service on such committees
(other than with respect to the chairman of the audit committee). On August 10,
2006, the Board of Directors approved an increase in the annual option grant to
the chairman of the audit committee from 5,000 options to 15,0000 options. Paul
A. deBary, the chairman of the audit committee, abstained from all votes of the
Board of Directors related to the compensation of the audit committee chairman.

REPORT BY THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with management and, based on such review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis
be included in this Proxy Statement.

Joseph E. Bernstein, Chairman
Paul A. deBary
Ralph J. Bernstein

COMPENSATION COMMITTEE INTERLOCKS

There were no transactions between any member of the Compensation
Committee and the Company during the fiscal year ended December 31, 2006. No
member of the Compensation Committee was an officer or employee of the Company
or any subsidiary of the Company during fiscal 2006.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers and directors, and persons who beneficially own more than
ten percent of our common stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than ten percent beneficial owners are
required by Securities and Exchange Commission regulations to furnish us with
copies of all Section 16(a) forms they file. Based upon a review of the copies
of such forms furnished to us and written representations from our executive
officers and directors, we believe that during the year ended December 31, 2006
there were no delinquent filers except that each of Ralph J. Bernstein, John
Sharpe, Frank Catania, Hilda Manuel, Ronald J. Radcliffe and Paul A. deBary
filed a late Form 4 for a one transaction.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no relationships or related party transactions that occurred in
the fiscal year ending December 31, 2006. Currently the Board of Directors does
not have a written policy regarding related person transactions. The Company
intends that all future transactions between it and its officers, directors,
director nominees, principal stockholders and their immediate family members
will be approved by a majority of its independent and disinterested directors,
and will be on terms no less favorable to it than it could obtain from
unaffiliated third parties.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected Friedman LLP ("Friedman") as the
Company's independent auditors for the fiscal year ending December 31, 2007.

The audit committee reviews and approves the audit and non-audit services
to be provided by the Company's independent auditors during the year, considers
the effect that performing those services might have on audit independence and
approves management's engagement of the Company's independent auditors to
perform those services. The audit committee reserves the right to appoint a
different independent auditors at any time during the year if the Board of
Directors and the audit committee believe that a change is in the best interest
of the Company and its stockholders.

Friedman was originally engaged as the Company's independent auditors in
February 2002. Friedman has audited the Company's financial statements for the
fiscal years ended December 31, 2001 through December 31, 2006. A representative
of Friedman will be present at the Annual Meeting, will have an opportunity to
make a statement if he or she desires to do so, and will be available to respond
to questions.

FEES BILLED TO COMPANY BY FRIEDMAN DURING FISCAL 2005 AND 2006

AUDIT FEES

The aggregate fees billed by Friedman for professional fees rendered in
connection with the audit of the Company's annual financial statements and its
review of the Company's financial statements included in the Company's quarterly
reports on Forms 10-Q, including services related thereto, were approximately
$607,322 for the fiscal year ended December 31, 2006 and approximately $418,194
for the fiscal year ended December 31, 2005.

AUDIT-RELATED FEES

The aggregate fees billed by Friedman for assurance and related services
that are reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported as "Audit Fees," including
services rendered in connection with capital raising efforts, preparation of
registration statements and consultations regarding financial accounting and
reporting matters not classified as audit, were approximately $23,590 for the
fiscal year ended December 31, 2006 and approximately $83,486 for the fiscal
year ended December 31, 2005.

TAX FEES

The aggregate fees billed by Friedman for professional services rendered
for tax compliance, tax advice and tax planning were approximately $39,277 for
the fiscal year ended December 31, 2006 and approximately $77,068 for the fiscal
year ended December 31, 2005. The services comprising the fees reported as "Tax
Fees" include tax return preparation in various jurisdictions, consultation
regarding various tax issues, and support provided to management in connection
with income and other tax audits.

ALL OTHER FEES

Other than the fees described above, there were no other fees billed by
Friedman for products and services rendered to the Company for the fiscal years
ended December 31, 2006 or December 31, 2005.

PRE-APPROVAL POLICIES AND PROCEDURES

All audit and non-audit services to be performed by the Company's
independent accountant must be approved in advance by the audit committee.
Consistent with applicable law, limited amounts of services, other than audit,
review or attest services, may be approved by one or more members of the audit
committee pursuant to authority delegated by the audit committee, provided each
such approved service is reported to the full audit committee at its next
meeting.

All of the engagements and fees for the Company's fiscal year ended
December 31, 2006 were approved by the audit committee. In connection with the
audit of the Company's financial statements for the fiscal years ended December
31, 2006 and December 31, 2005, Friedman only used full-time, permanent
employees.

The audit committee of the Board of Directors considered whether the
provision of non-audit services by Friedman was compatible with its ability to
maintain independence from an audit standpoint and concluded that Friedman's
independence was not compromised.

STOCKHOLDER PROPOSALS

We expect that the Company's 2008 annual meeting of stockholders will be
held on or about May 22, 2008. The SEC has adopted regulations that govern the
inclusion of stockholder proposals in the Company's annual proxy materials. For
a stockholder proposal to be included in the proxy statement for the Company's
2008 annual meeting of stockholders, as applicable, including a proposal for the
election of a director, the proposal must have been received by the company at
its principal offices no later than December 25, 2007. If the Company is not
notified of a stockholder proposal by March 10, 2008, then its Board of
Directors will have discretionary authority to vote on the stockholder proposal,
even though the stockholder proposal is not discussed in the proxy statement. In
order to curtail any controversy as to the date on which a stockholder proposal
was received by the company, it is suggested that stockholder proposals be
submitted by certified mail, return receipt requested, and be addressed to
Empire Resorts, Inc., 701 N. Green Valley Parkway, Suite 200, Henderson, NV
89074, Attention: Investor Relations.

OTHER MATTERS

As of the date of this proxy statement/prospectus, the Company's Board of
Directors does not know of any matter that will be presented for consideration
at the meeting other than as described in this proxy statement/prospectus.

Robert H. Friedman
Secretary

April 24, 2007

APPENDIX A

EMPIRE RESORTS BOARD OF DIRECTORS

AUDIT COMMITTEE CHARTER

I. PURPOSE AND AUTHORITY

The purpose of the Audit Committee (the "Committee") of the Board of Directors
(the "Board") of Empire Resorts is:

1. To assist the Board in fulfilling its responsibilities for
generally overseeing: (a) Empire Resorts' financial reporting
processes and the audit of Empire Resorts' financial
statements, including the integrity of Empire Resorts'
financial statements, (b) Empire Resorts' compliance with
legal and regulatory requirements, (c) the independent
registered public accounting firm's qualifications and
independence, (d) the performance of Empire Resorts' internal
audit function and independent registered public accounting
firm, and (e) risk assessment and risk management;

2. To prepare any report of the Committee that may be required
by the proxy rules of the U.S. Securities and Exchange
Commission (the "SEC") to be included in Empire Resorts'
annual proxy statement;

3. To oversee the finance and investment functions of Empire
Resorts; and

4. To perform such other duties and responsibilities as are
enumerated in and consistent with this charter.

II. MEMBERSHIP

1. MEMBERSHIP AND APPOINTMENT. The Committee will consist of at
least three directors whom the Board appoints and such number
of additional directors as the Board deems appropriate and
appoints.

2. QUALIFICATIONS; INDEPENDENCE. Each director on the Committee
will have such qualifications as the Board determines. In
addition, each director on the Committee will be independent
within the meaning of applicable laws or listing standards,
and will meet applicable listing standard financial literacy
requirements, each as the Board determines. Finally, at least
one director on the Committee will be an "audit committee
financial expert," as determined by the Board in accordance
with SEC rules. In addition, no director on the Committee may
have participated in the preparation of the financial
statements of Empire Resorts' or any of Empire Resorts'
current subsidiaries at any time during the past three years.

3. REMOVAL. The entire Committee or any individual director on
the Committee may be removed with or without cause by the
affirmative vote of a majority of the Board upon the
recommendation of the Corporate Governance Committee.

4. CHAIRMAN. The Board may designate a Chairman of the Committee
(the "Chairman"). In the absence of such designation, the
Committee may designate the Chairman by majority vote of the
Committee. The Chairman may appoint another member of the

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Committee to serve as Chairman at any meeting at which the
Chairman is absent. From time to time the Chairman may
establish such other rules as are necessary and proper for
the conduct of the business of the Committee.

III. PROCEDURES

1. NUMBER OF MEETINGS. The Committee will convene at least four
times each year, with additional meetings as appropriate.

2. AGENDA. The Chairman will establish the agenda, with input
from management and other directors on the Committee and the
Board as appropriate.

3. EXECUTIVE AND PRIVATE SESSIONS. The Committee will meet
regularly in separate executive sessions at which only
Committee members are present and in private sessions with
each of: representatives of management, the internal auditors
and the independent registered public accounting firm.

4. DELEGATION OF AUTHORITY.

a. The Committee may create a subcommittee of the
Committee consisting of one or more directors on the
Committee and may delegate any of its duties and
responsibilities to such subcommittee, unless
otherwise prohibited by applicable laws or listing
standards.

b. The Committee may delegate any of its duties and
responsibilities to one or more directors on the
Committee, another director or other persons, unless
otherwise prohibited by applicable laws or listing
standards.

c. Any subcommittee, director or other person may
provide a written or oral report to the Committee,
as appropriate, regarding any activities undertaken
pursuant to such delegation.

d. The Committee may terminate any such subcommittee
and revoke any such delegation at any time.

5. AUTHORITY TO RETAIN ADVISORS. In the course of its duties,
the Committee will have sole authority, at Empire Resorts'
expense, to engage and terminate consultants or advisors, as
the Committee deems advisable, including the sole authority
to approve the consultant or advisor's fees and other
retention terms.

6. CHARTER REVIEW. The Committee annually will review and
reassess the adequacy of this charter and will submit any
recommended changes to the charter to the Corporate
Governance Committee and the Board for approval.

7. PERFORMANCE REVIEW. The Committee annually will undertake an
evaluation assessing its performance with respect to its
purposes and its duties and tasks set forth in this charter,
and will report the results of such evaluation to the
Corporate Governance Committee and the Board.

8. REPORTING TO THE BOARD. The Committee will report regularly
to the Board with respect to the Committee's activities.

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9. OPEN ACCESS. The Committee will be given open access to
Empire Resorts' internal auditors, Board Chairman, Empire
Resorts' executives and independent registered public
accounting firm, as well as Empire Resorts' books, records,
facilities and other personnel.

IV. RESPONSIBILITIES

The following responsibilities of the Committee are set forth as a guide to the
Committee with the understanding that the Committee may alter or supplement them
as appropriate under the circumstances to the extent permitted by applicable
laws and listing standards.

1. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The Committee
will appoint, evaluate and establish the basis for
compensation of the independent registered public accounting
firm, which will report directly to the Committee, and
oversee the rotation of the independent registered public
accounting firm's lead audit and concurring partners at least
once every five years and the rotation of other audit
partners, with applicable time-out periods, in accordance
with SEC regulations. The Committee will determine whether to
retain or, if appropriate, terminate the independent
registered public accounting firm.

2. AUDIT AND NON-AUDIT SERVICES AND FEES. The Committee will
review and approve in advance the scope of the fiscal year's
independent audit and the audit fees, establish policies for
the independent registered public accounting firm's
activities and any fees beyond the core audit, approve in
advance all non-audit services to be performed by the
independent registered public accounting firm that are not
otherwise prohibited by law and associated fees, and monitor
the fees paid to the independent registered public accounting
firm. The Committee may delegate to the Chairman the
authority, within agreed limits, to pre-approve audit-related
and non-audit services not prohibited by law to be performed
by the independent registered public accounting firm. The
Chairman will report any decisions to pre-approve such
services to the full Committee.

3. RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM. The Committee will review and, where appropriate,
discuss with the independent registered public accounting
firm its annual written statement delineating all
relationships or services between the independent registered
public accounting firm and Empire Resorts, or any other
relationships or services that may impact its objectivity and
independence.

4. HIRING POLICES. The Committee will set policies for the
hiring of employees or former employees of the independent
registered public accounting firm by the Company, and monitor
compliance with such policies.

5. ANNUAL AUDITED AND QUARTERLY FINANCIAL STATEMENTS; OTHER
MATTERS. The Committee will:

a. Review and discuss, as appropriate, with management
and the independent registered public accounting
firm Empire Resorts' annual audited and quarterly
financial statements, including Empire Resorts'
disclosures in "Management's Discussion and Analysis
of Financial Condition and Results of Operations;"
and

b. Review with management and the independent
registered public accounting firm:

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i. the results of the independent registered
public accounting firm's audit and the
independent registered public accounting
firm's opinion on the annual financial
statements;

ii. analyses prepared by management or the
independent registered public accounting
firm setting forth significant financial
reporting issues and judgments made in
connection with the preparation of the
financial statements, including analyses of
the effects of alternative GAAP methods on
the financial statements;

iii. the independent registered public
accounting firm's judgments on the quality,
not just the acceptability, and consistent
application of Empire Resorts' accounting
principles, the reasonableness of
significant judgments, clarity of
disclosures and underlying estimates in the
financial statements;

iv. major issues regarding accounting
principles and financial statement
presentations, including changes in
accounting principles or application
thereof, significant judgment areas, and
significant and complex transactions;

v. the effectiveness and adequacy of Empire
Resorts' internal auditing; and

vi. any disagreements between management and
the independent registered public
accounting firm, about matters that
individually or in the aggregate could be
significant to Empire Resorts' financial
statements or the independent registered
public accounting firm's report, and any
serious difficulties the independent
registered public accounting firm
encountered in dealing with management
related to the performance of the audit and
management's response.

6. INCLUSION OF AUDITED FINANCIAL STATEMENTS IN 10-K. The
Committee will make recommendations to the Board as to
whether the audited financial statements should be included
in Empire Resorts' Annual Report on Form 10-K.

7. REGULATORY AND ACCOUNTING INITIATIVES AND OFF-BALANCE SHEET
STRUCTURES. The Committee will review the effect of
regulatory and accounting initiatives, as well as off-balance
sheet structures, on Empire Resorts' financial statements.

8. EARNINGS PRESS RELEASES, CORPORATE POLICIES AND EARNINGS
GUIDANCE. The Committee will review and, where appropriate,
discuss earnings press releases, as well as corporate
policies with respect to financial information and earnings
guidance provided to analysts and ratings agencies.

9. REPORT FROM INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. At
least annually, the Committee will obtain from and review a
report by the independent registered public accounting firm
describing (a) the independent registered public accounting
firm's internal quality control procedures, and (b) any
material issues raised by the most recent internal
quality-control review, or peer review, or by any
governmental or professional inquiry or investigation within
the preceding five years regarding any audit performed by the

A-4

independent registered public accounting firm, and any steps
taken to deal with any such issues.

10. DISCLOSURE CONTROLS AND PROCEDURES. The Committee will review
the adequacy and effectiveness of Empire Resorts' disclosure
controls and procedures.

11. INTERNAL CONTROLS. The Committee will review the adequacy and
effectiveness of Empire Resorts' internal controls, including
any significant deficiencies in such controls and significant
changes or material weaknesses in such controls reported by
the independent registered public accounting firm, the
internal auditors or management and any special audit steps
adopted in light of material control deficiencies, and any
fraud, whether or not material, that involves management or
other Empire Resorts' employees who have a significant role
in such controls.

12. INFORMATION SECURITY. The Committee will review the adequacy
and effectiveness of Empire Resorts' information security
policies and the internal controls regarding information
security.

13. INTERNAL AUDIT. The Committee will review the overall scope,
qualifications, resources, activities, reports,
organizational structure and effectiveness of the internal
audit function.

14. DIRECTOR OF INTERNAL AUDIT. The Committee will approve the
appointment, replacement, reassignment or dismissal of the
Director of Internal Audit.

15. COMPLIANCE. The Committee will oversee Empire Resorts'
compliance programs with respect to legal and regulatory
requirements, and review with management and the Director of
Internal Audit or Chief Compliance Officer, as appropriate,
the results of their review of compliance with applicable
laws, regulations and listing standards, Empire Resorts'
Business Ethics Policy and internal audit reports.

16. COMPLAINTS AND SUBMISSIONS. The Committee will oversee
procedures established for the receipt, retention and
treatment of complaints on accounting, internal accounting
controls or auditing matters, as well as for confidential,
anonymous submissions by Empire Resorts' employees of
concerns regarding questionable accounting or auditing
matters and compliance with Empire Resorts' Business Ethics
and Whistleblower Policies.

17. ATTORNEYS' REPORTS. The Committee will receive and, if
appropriate, respond to attorneys' reports of evidence of
material violations of securities laws and breaches of
fiduciary duty and similar violations of U.S. or state law.

18. RISKS. The Committee will review and assess risks facing
Empire Resorts' and management's approach to addressing these
risks, including significant risks or exposures relating to
litigation and other proceedings and regulatory matters that
may have a significant impact on Empire Resorts' financial
statements.

19. REGULATORY INVESTIGATIONS. The Committee will review the
results of significant investigations, examinations or
reviews performed by regulatory authorities and management's
response.

A-5

20. RELATED PARTY TRANSACTIONS. The Committee will review and
approve all "related party transactions," as defined in
applicable SEC rules.

21. INVESTIGATIONS. The Committee will conduct or authorize
investigations into any matters within the Committee's scope
of responsibilities.

22. TREASURY MATTERS. The Committee will review or oversee
significant treasury matters such as capital structure,
derivative policy, global liquidity, fixed income
investments, borrowings, currency exposure, dividend policy,
share issuance and repurchase, capital spending, and risk
management identification and coverage.

23. LOANS AND OBLIGATIONS. The Committee will oversee Empire
Resorts' loans, loan guarantees of third party debt and
obligations and outsourcings.

24. COORDINATION WITH THE COMPENSATION COMMITTEE. The Committee
will coordinate, as appropriate, with the Compensation
Committee regarding the cost, finding and financial impact of
equity compensation and benefits.

A-6

APPENDIX B

EMPIRE RESORTS, INC.
BOARD OF DIRECTORS
CORPORATE GOVERNANCE AND NOMINATIONS COMMITTEE
CHARTER
------------------------------------------------------------------------------

This Charter governs the operations of the Corporate Governance and
Nominations Committee of the Board of Directors of Empire Resorts, Inc. (the
"Company"). The purposes of the Committee are (i) to develop and recommend to
the Board, and to oversee the implementation and operation of, a set of
corporate governance principles applicable to in the Company; (ii) to determine
the slate of director nominees for election to the Board and to fill vacancies
occurring between annual meetings of shareholders, and (iii) to recommend
individuals to the Board for nomination as members of the standing committees of
the Board. The Committee will report to the Board on a regular basis and not
less than once a year.

ORGANIZATION

The Committee will have three members, or such greater number as may be
determined from time to time by the Board. The initial members of the Committee
will be appointed by the Board. Candidates to fill subsequent vacancies in the
Committee will be appointed by the Board based on nominations by the Committee.
Members will serve at the pleasure of the Board and for such term or terms as
the Board may determine.

Except as may be determined by the Board under the rules of the NASDAQ
Stock Market, Inc., the Committee will consist solely of "Independent
Directors." Independent Directors means those directors who are neither officers
nor employees of the Company, or its subsidiaries nor have a relationship which,
in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director, and who are
otherwise "independent" under the NASDAQ rules.

As provided under the NASDAQ rules for the nominations committee, if the
Committee three has at least three members, one director who is not independent
and is not a current officer or employee, or a person who is a relative by
blood, marriage or adoption of, or who has the same residence as any current
officer or employee, may be appointed to the Committee if the Board, under
exceptional and limited circumstances, determines that such individual's
membership on the Committee is required by the best interests of the Company and
its shareholders, and the Board discloses, in the next annual meeting proxy
statement subsequent to such determination, the nature of the relationship, and
the reasons for the determination. Any such member appointed to the Committee
may serve for up to two years.

As also provided under the NASDAQ rules for the nominations committee, if
the Committee has at least three members, one director who owns 20% or more of
the Company's common stock or voting power outstanding, and is not independent
because such director is also an officer, may be appointed to the Committee if
the Board determines that such individual's membership on the Committee is
required by the best interests of the Company and its shareholders, and the
Board discloses, in the next annual meeting proxy statement subsequent to such
determination, the nature of the relationship, and the reasons for the
determination. This exception is available only if no director who is not
independent is appointed to the Committee under the provisions of the
immediately preceding paragraph.

B-1

STRUCTURE AND PROCESS

The Board will designate one member of the Committee as its chairperson.
In the event of a tie vote on any issue, the chairperson's vote will decide the
issue. The Committee will meet in person or telephonically at least twice a year
in conjunction with regularly scheduled meetings of the Board and at such other
regularly scheduled times and places as may be determined by the Committee
chairperson, with further meetings to occur, or actions to be taken by unanimous
written consent, when deemed necessary or desirable by the Committee or its
chairperson.

DUTIES AND RESPONSIBILITIES

The following are the duties and responsibilities of the Committee:

1. To assist the Board in organizing itself to discharge its duties and
responsibilities properly and effectively. To make recommendations to the Board
from time to time as to changes that the Committee believes to be desirable
concerning the size of the Board or any committee thereof.

2. To identify individuals believed to be qualified to become Board
members, and to determine the nominees to stand for election as directors at the
annual meeting of shareholders or, if applicable, at a special meeting of
shareholders. In the case of a vacancy in the office of a director (including a
vacancy created by an increase in the size of the Board), the Committee will
determine a nominee to fill such vacancy either through appointment by the Board
or through election by shareholders. In nominating candidates, the Committee
will take into consideration such factors as it deems appropriate. These factors
may include judgment, skill, diversity, experience with businesses and other
organizations of comparable size, the interplay of the candidate's experience
with the experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any committees of the
Board. The Committee may consider candidates proposed by management, but is not
required to do so.

3. To develop and recommend to the Board standards to be applied in making
determinations as to the absence of relationships between a director or
prospective director and the Company, its subsidiaries, or any entity with which
the Company does business which, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director. To monitor ongoing compliance with Board and Board committee
membership criteria.

4. In the case of a director nominee to fill a Board vacancy created by an
increase in the size of the Board, to make a recommendation to the Board as to
the class of directors in which the individual should serve.

5. To identify Board members qualified to fill vacancies on any committee
of the Board other than this Committee, and to recommend that the Board appoint
the identified member or members to the respective committee. In nominating a
candidate for committee membership, the Committee will take into consideration
the factors set forth in the charter of that committee, if any, as well as any
other factors it deems appropriate, including without limitation the consistency
of the candidate's experience with the goals of the committee and the interplay
of the candidate's experience with the experience of other committee members.

6. To establish procedures for the Committee to exercise oversight of the
evaluation of the Board and management.

B-2

7. To receive, through the Committee's chairperson, interested-party
communications directed to the non-management directors.

8. To develop and recommend to the Board a set of corporate governance
principles' applicable to the Company, to oversee the implementation and
operation of the corporate governance principles, and to review those principles
at least once a year.

9. To review and report to the Board concerning the corporate governance
implications of proposed changes to the charter of any committee of the Board.

10. To prepare and issue the evaluation required under "Performance
Evaluation" below.

11. To perform any other duties or responsibilities expressly assigned to
the Committee by the Board from time to time relating to corporate governance or
to the nomination of Board and committee members.

PERFORMANCE EVALUATION

The Committee will produce and provide to the Board an annual performance
evaluation of the Committee, which evaluation will compare the performance of
the Committee with the requirements of this charter. The performance evaluation
will also recommend to the Board any improvements to the Committee's charter
deemed necessary or desirable by the Committee. The performance evaluation by
the Committee will be conducted in such manner as the Committee deems
appropriate. The report to the Board may take the form of an oral report by the
chairperson of the Committee or any other member of the Committee designated by
the Committee to make this report.

RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate, and approve the fees and other retention terms of special
counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management. The authority to retain consultants
or search firms used to identify director candidates shall be vested solely in
the Committee.

AMENDMENT

This Charter and any provision contained herein may be amended or repealed
by the Board of Directors.

B-3

APPENDIX C

EMPIRE RESORTS, INC.
BOARD OF DIRECTORS
COMPENSATION COMMITTEE
CHARTER

This Charter governs the operations of the Compensation Committee of the Board
of Directors of Empire Resorts, Inc. (the "Company"). The purpose of the
Committee is to discharge the Committee's responsibilities relating to
compensation of the Company's executives and to produce an annual report on
executive compensation for inclusion in the Company's proxy statement, in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").

ORGANIZATION

The Committee will have three members, or such greater number as may be
determined from time to time by the Board. The initial members of the Committee
will be appointed by the Board. Candidates to fill subsequent vacancies in the
Committee will be appointed by the Board based on nominations by the Corporate
Governance and Nominations Committee of the Board. Members will serve at the
pleasure of the Board and for such term or terms as the Board may determine.

Except as may be determined by the Board under the rules of the NASDAQ Stock
Market, Inc. ("NASDAQ"), the Committee will consist solely of "Independent
Directors". Independent Directors means those directors who neither are officers
or employees of the Company or its subsidiaries nor have a relationship which,
in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director, and who are
otherwise "independent" under the NASDAQ rules.

As provided under the NASDAQ rules, if the Committee has at least three members,
one director who is not independent and is not a current officer or employee,
and not a person who is a relative by blood, marriage or adoption of, or who has
the same residence as any current officer or employee, may be appointed to the
Committee if the Board, under exceptional and limited circumstances, determines
that such individual's membership on the Committee is required by the best
interests of the Company and its shareholders, and the Board discloses, in the
next annual meeting proxy statement subsequent to such determination, the nature
of the relationship, and the reasons for the determination. Any such member
appointed to the Committee may only serve for up to two years.

STRUCTURE AND PROCESS

The Board will designate one member of the Committee as its chairperson. In the
event of a tie vote on any issue, the chairperson's vote will decide the issue.
The Committee will meet in person or telephonically at least twice a year in
conjunction with regularly scheduled meetings of the Board and at such other
regularly scheduled times and places as may be determined by the Committee
chairperson, with further meetings to occur, or actions to be taken by unanimous
written consent, when deemed necessary or desirable by the Committee or its
chairperson.

The Committee may, to the extent consistent with the maintenance of the
confidentiality of compensation discussions, invite the Company's Chief
Executive Officer ("CEO") to participate in meetings of the Committee, but if
present during any deliberations of the Committee, the CEO may not vote. The CEO
may not be present during any discussions and deliberations of the Committee
regarding the CEO's compensation.

C-1

DUTIES AND RESPONSIBILITIES

The following are the duties and responsibilities of the Committee:

1. To establish the Company's general compensation policy, in consultation
with the Company's senior management, and to oversee the development and
implementation of compensation programs.

2. To review and approve corporate goals and objectives relevant to the
compensation of the CEO, and, in conjunction with the Corporate Governance and
Nominations Committee, to evaluate the performance of the CEO at least annually
in light of those goals and objectives and to communicate the results of such
evaluation to the CEO and the Board, and to have the sole authority to determine
the CEO's compensation level based on this evaluation, subject to ratification
by the independent directors on the Board.. In determining the long-term
incentive component of CEO compensation, the Committee will consider, among
other factors, the Company's performance and relative stockholder return , the
value of similar incentive awards to CEOs at comparable companies, the awards
given to the CEO in past years, and such other factors as the Committee may be
determine to be appropriate.

3. To review and approve the compensation of all other "officers" of the
Company (as defined in Section 16 of the Securities Exchange Act of 1934, as
amended and Rule 16a-1, hereinafter referred to as the "Section 16 Officers").

4. To make recommendations to the Board with respect to the Company's
development of incentive compensation plans and equity-based plans, to oversee
the activities of the individuals and committees responsible for administering
these plans, and to discharge any responsibilities imposed on the Committee by
any of these plans.

5. To approve issuances under, or any material amendment of, any tax
qualified, non-discriminatory employee benefit plan or parallel nonqualified
plan pursuant to which a director, officer, employee or consultant will acquire
stock or options.

6. To approve issuances under, or any material amendment of, any stock
option or other similar plan pursuant to which a person not previously an
employee or director of the Company, as an inducement material to the
individual's entering into employment with the Company, will acquire stock or
options.

7. In consultation with management, to oversee regulatory compliance with
respect to compensation matters, including overseeing the Company's policies on
structuring compensation programs to preserve tax deductibility, and, as and
when required, establishing performance goals and certifying that performance
goals have been attained for purposes of Section 162(m) of the Internal Revenue
Code.

8. To review and approve any severance or similar termination payments
proposed to be made to any current or former Section 16 Officer.

9. To prepare and issue the evaluations and reports required under
"Committee Reports" below.

10. To perform any other duties or responsibilities expressly assigned to
the Committee by the Board from time to time relating to the Company's
compensation programs.

C-2

COMMITTEE REPORTS

The Committee will produce the following reports and provide them to the Board.

1. An annual report of the Compensation Committee on executive
compensation for inclusion in the Company's annual proxy statement in accordance
with applicable SEC rules and regulations.

2. An annual performance evaluation of the Committee, which evaluation
must compare the performance of the Committee with the requirements of this
charter. The performance evaluation should also recommend to the Board any
improvements to this charter deemed necessary or desirable by the Committee. The
performance evaluation by the Committee will be conducted in such manner as the
Committee deems appropriate. The report to the Board may take the form of an
oral report by the chairperson of the Committee or any other member of the
Committee designated by the Committee to make this report.

3. A summary of the actions taken at each Committee meeting, which will be
presented to the Board as soon as reasonably practicable thereafter, but in any
event no later than at the next Board meeting.

RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select, retain,
terminate, and approve the fees and other retention terms of special counsel or
other experts or consultants, as it deems appropriate, without seeking approval
of the Board or management. The authority to retain compensation consultants to
assist in the evaluation of director, CEO or executive officer compensation
shall be vested solely in this Committee.

AMENDMENT

This Charter and any provision contained herein may be amended or repealed by
the Board of Directors.

C-3

EMPIRE RESORTS, INC.
701 N. GREEN VALLEY PARKWAY, SUITE 200
HENDERSON, NV 89074
-----------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
---------------------

The undersigned hereby appoints David P. Hanlon and John Sharpe as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them acting singly, to represent and vote, as designated
below, all the shares of Common Stock of Empire Resorts, Inc. (the "Company")
held of record by the undersigned on April 2, 2007 at the Annual Meeting of
Stockholders to be held on May 24, 2007 or any adjournment or postponement
thereof.

Please specify your vote by checking the box to the left of your choice
for the proposal below.

To elect the following individuals as Class I directors to the Board of
Directors of the Company:

Ralph J. Bernstein o FOR o WITHHOLD
Paul A. deBary o FOR o WITHHOLD
John Sharpe o FOR o WITHHOLD

This proxy, when properly executed, will be voted in the manner directed
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the Proposal.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

------------------------------------------
Signature

------------------------------------------
Signature if held jointly

Dated: , 2007