ASSIGNMENT AND ASSUMPTION AGREEMENT

  

                                                                   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.

            ASSUMPTION OF LIABILITIES. For good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  Montice