CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into this 19th day of August, 2009, by and between Empire Resorts, Inc. ("Empire") and Au Fook Yew

(the "Consultant").

WHEREAS, the Consultant has specialized and unique skills, knowledge and contacts with respect to the gaming industry and casino development; and

WHEREAS, Empire desires to retain the Consultant as a consultant in order to assist Empire in expanding Empire’s presence in the gaming industry and casino development.

NOW, THEREFORE, in consideration of the terms and mutual undertakings herein contained, Empire and the Consultant hereby agree as follows:

1.            Consulting Services; Term .  Commencing on the Initial Closing (as such term is defined in the Investment Agreement dated as of the date hereof, by and between Empire and Kien Huat Realty III Limited (the “Investment Agreement”)) and ending on the third anniversary of the Initial Closing (such period, the “Term”), the Consultant agrees to provide to Empire the consulting services (the “Consulting Services”) described on Exhibit A hereto, provided that, with respect to the Consulting Services, the Consultant will not spend more than thirty (30) percent of his time in the United States.  The Term may be extended by mutual agreement of the parties hereto in accordance with Section 7(c).  Upon the expiration of the Term, (i) Empire will pay (or cause to be paid) all accrued but unpaid Consulting Compensation and expense reimbursements as of the date of such expiration; and (ii) this Agreement will terminate except that Sections 3, 5, 6 and 7 will continue in full force and effect.

2.            Compensation and Expenses .  As compensation for performing the Consulting Services, Empire will pay (or cause to be paid) to the Consultant the Consulting Compensation set forth on Exhibit A hereto (the "Consulting Compensation").  Empire will reimburse the Consultant for all reasonable, documented out-of-pocket expenses incurred by the Consultant in performing the Consulting Services.

3.            Confidentiality .  In connection with performing the Consulting Services, the Consultant may come into possession of information regarding Empire and its partners, manager, affiliates and their respective employees, officers and directors (collectively, "Confidential Information").  During and after the Term, the Consultant agrees to refrain from disclosing any Confidential Information to any person or entity, except to the extent (i) required by subpoena or other legal proceeding (and only after prior notice to Empire); (ii) required in connection with performing the Consulting Services; (iii) Confidential Information is or becomes generally available to the public through no action or omission of the Consultant; or (iv) Empire has consented in writing to such disclosure.  Upon the expiration of the Term and upon the request of Empire, the Consultant will return to Empire all Confidential Information that has been provided to the Consultant.

4.            Independent Co