ASSIGNMENT AND ASSUMPTION AGREEMENT

  
                                                                   Exhibit 10.30


                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     This  Assignment and Assumption  Agreement  (the  "AGREEMENT")  is made and
entered into as of January 12, 2004, by and between (i) New York Gaming,  LLC, a
Georgia limited liability  company (the "ASSIGNOR"),  and (ii) Alpha Monticello,
Inc., a Delaware corporation ( the "ASSIGNEE").

                              W I T N E S S E T H:

     WHEREAS,  the  Assignor  was formed by each of  Watertone  Holdings,  LP, a
Delaware limited  partnership  ("WATERTONE"),  and the Assignee pursuant to that
certain  Amended and Restated  Contribution  Agreement,  dated as of February 8,
2002,  by  and  between  Empire  Resorts,   Inc.   (formerly  Alpha  Hospitality
Corporation),  a Delaware  corporation  ("EMPIRE"),  and Watertone,  whereby the
Assignee,  a wholly owned  subsidiary of Empire,  contributed  575,874 shares of
Empire's  common  stock (the  "EMPIRE  SHARES") to the  Assignor  and  Watertone
contributed  47.5% of Watertone's  29.167%  economic  ownership  interest in the
gaming and  wagering  operations  of Catskill  Development,  L.L.C.,  a New York
limited  liability  company  ("CATSKILL")  and 47.5% of Watertone's 25% economic
ownership  interest  in  Catskill's   horseracing   operations  (together,   the
"WATERTONE INTERESTS") to the Assignor;

     WHEREAS,  pursuant  to the  Assignor's  Operating  Agreement,  dated  as of
February  12,  2002,  the  Assignee has the sole right to direct the Assignee to
take any action with  respect to the  Watertone  Interests,  including,  without
limitation,  the right to direct the transfer and  assignment  of the  Watertone
Interests;

     WHEREAS,  on January 12, 2004, the Assignee directed the Assignor to assign
all of the  Watertone  Interests to the  Assignee,  and the Assignee  desires to
accept such assignment,  together with all the duties and obligations related to
the Watertone Interests (the "ASSIGNMENT"); and

     WHEREAS,  the  transfer of the  Watertone  Interests  contemplated  in this
Agreement  is deemed to have been  approved by a Majority  Vote (as such term is
defined in the First Amended and Restated Operating Agreement of Catskill, dated
as of January 1, 1999 (the "CATSKILL  OPERATING  AGREEMENT",  as the Assignee is
also  a  Voting  Member  of  Catskill  (as  defined  in the  Catskill  Operating
Agreement)  and an  "accredited  investor," as defined in the  Securities Act of
1933, as amended, and exempt from registration.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  of  which  are  hereby  acknowledged,  the  parties  agree  to  the
following:

     1.  RECITALS.  The  foregoing  recitals are hereby  incorporated  herein by
reference and acknowledged as true and correct by the parties hereto.

     2. TRANSFER OF INTEREST.  The Assignor hereby  transfers and assigns all of
its right, title and interest in and to the Watertone Interests to the Assignee,
free and clear of all preemptive  rights,  liens,  claims and encumbrances,  and
consents to the admission of the Assignee as a member of Catskill (in accordance



with the terms of the Catskill Operating  Agreement) in respect of the Watertone
Interests.

     3.  ASSUMPTION.  The Assignee hereby accepts the transfer and assignment of
the  Watertone  Interests  by  the  Assignor,  and  hereby  assumes  all  of the
Assignor's  duties and obligations  under the Catskill  Operating  Agreement and
agrees to be bound by and subject to the terms an