ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                                   Exhibit 10.29
                                                                  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 ("CATSKILL"),  Monticello Raceway Management,  Inc., a
New York corporation  ("MRMI"),  Monticello Casino  Management,  LLC, a New York
limited liability company ("MCM"),  Monticello Raceway Development Company, LLC,
a New York limited liability company ("MRD") and Mohawk  Management,  LLC, a New
York limited liability company ("MM" and, collectively with Catskill,  MRMI, MCM
and MRD, the "ASSIGNORS") and Empire Resorts, Inc. ("EMPIRE"),  pursuant to that
certain Amended and Restated Securities Contribution  Agreement,  dated December
12, 2003, by and between Empire,  Alpha  Monticello,  Inc.,  Catskill,  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 LIABILITIES. For good and valuable consideration, the receipt
and  sufficiency  of which are hereby  acknowledged,  Assignors do hereby grant,
sell,  assign,  transfer,  convey and set over to  Empire,  its  successors  and
assigns, the Liabilities (accrued solely through the date hereof) other than the
mortgage   currently   encumbering  those  certain  200+/-  acres  of  land  and
improvements  thereon,  located in Monticello,  New York. and currently owned by
Catskill,  to have and to hold the same unto Empire, its successors and assigns,
forever.

     ASSUMPTION OF LIABILITIES. For good and valuable consideration, the receipt
and  sufficiency  of which are hereby  acknowledged,  Empire hereby  assumes and
agrees to be bound by and to pay and  otherwise  to perform  and  discharge  the
Liabilities  (accrued  solely  through the date hereof)  other than the mortgage
currently  encumbering  those  certain  200+/-  acres of land  and  improvements
thereon, located in Monticello, New York and currently owned by Catskill.

     ADDITIONAL DOCUMENTS.  Each party hereby agrees to perform,  execute and/o