CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into this 1st day of September, 2009, by and between Empire Resorts, Inc. ("Empire") and Ralph J. Bernstein (the "Consultant").

WHEREAS, the Consultant has specialized and unique skills, knowledge and contacts with respect to the gaming industry and real estate 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 September 1, 2009 and ending on August 31, 2010 (such period, the “Term”), the Consultant agrees to make himself available at all times to provide to Empire the consulting services (the “Consulting Services”) described on Exhibit A hereto.  Consultant shall report to the Chief Executive Officer of Empire or such other person acting in such capacity or such other person as may be designated by the Board of Directors of Empire and, as a precondition to payment of the Consultant’s monthly fee, shall submit a monthly report to the Chief Executive Officer summarizing the Consultant’s activities for the prior month for presentation to the Empire’s Board of Directors.  Consultant shall not have any responsibility or authority for the supervision or management of the employees of Empire or its subsidiaries.  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 that are submitted for reimbursement to the Empire’s Chief Financial Officer, or, in the absence of a full-time Chief Financial Officer, the chairperson on the Compensation Committee of the Board of Directors of Empire, within thirty (30) days of the incurrence of such expense.

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 Contractor Status .  The relationship of the Consultant to Empire in performing the Consulting Services shall be that of an independent contractor, and nothing contained in this Agreement shall c