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ASSIGNMENT AND ASSUMPTION AGREEMENT

Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT | Document Parties: CATSKILL DEVELOPMENT, LLC | MONTICELLO CASINO MANAGEMENT, LLC | New York Gaming, LLC, Fox-Hollow Lane, LLC, Shamrock Strategies, Inc You are currently viewing:
This Assumption Agreement involves

CATSKILL DEVELOPMENT, LLC | MONTICELLO CASINO MANAGEMENT, LLC | New York Gaming, LLC, Fox-Hollow Lane, LLC, Shamrock Strategies, Inc

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Title: ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing Law: New York     Date: 3/3/2005
Industry: Casinos and Gaming     Sector: Services

ASSIGNMENT AND ASSUMPTION AGREEMENT, Parties: catskill development  llc , monticello casino management  llc , new york gaming  llc  fox-hollow lane  llc  shamrock strategies  inc
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EXHIBIT 10.32

                                                                 
EXECUTION COPY

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

            THIS ASSIGNMENT AND ASSUMPTION  AGREEMENT (this
"AGREEMENT") is made
as of January 12, 2004, by and between Catskill Development, 
L.L.C., a New York
limited liability company (the  "ASSIGNOR"),  and Monticello Casino
 Management,
LLC, a New York  limited  liability  company  ("MONTICELLO"), 
pursuant  to that
certain Amended and Restated Securities Contribution  Agreement, 
dated December
12, 2003, by and between  Empire  Resorts,  Inc.;  Alpha 
Monticello,  Inc., the
Assignor, Americas Tower Partners, Monticello Realty L.L.C.,
Watertone Holdings,
LP, New York Gaming,  LLC,  Fox-Hollow  Lane, LLC,  Shamrock 
Strategies,  Inc.,
Clifford A. Ehrlich,  BKB,  LLC,  Robert A. Berman,  Philip B.
Berman,  Scott A.
Kaniewski,  Kaniewski Family Limited  Partnership and KFP Trust
(the "SECURITIES
CONTRIBUTION  AGREEMENT").  Capitalized  terms  used  herein  and
not  otherwise
defined shall have the meanings assigned to them in the Securities 
Contribution
Agreement.

            ASSIGNMENT  OF  ASSETS.  For good and  valuable 
consideration,  the
receipt and sufficiency of which are hereby  acknowledged, 
Assignor does hereby
grant, sell, assign, transfer, convey and set over to Monticello,
its successors
and  assigns,  all of its  assets and  liabilities  relating  to
the  Assignor's
harness, horse racing and other pari-mutuel and gaming operations
except for (i)
its  ownership  interests  in any of its  subsidiaries,  (ii) its
real  property
interest  in 229 acres of land in  Monticello,  New York and  (iii)
 its  claims
related to the Litigation (collectively,  the "Assigned Assets"),
to have and to
hold the same unto Monticello, its successors and assigns, forever.

            ASSUM

 
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