AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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Exhibit 10.23

AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

        This Amendment No. 1 to the Second Amended and Restated Employment Agreement (this "Amendment") is made and entered into effective as of January 30, 2006, and is effective as of October 1, 2005, by and between Seneca Gaming Corporation, a governmental instrumentality of the Seneca Nation of Indians of New York (the "Parent") and John Pasqualoni ("Executive"). Capitalized terms not defined herein shall have the respective meaning ascribed to such terms in the Second Amended and Restated Employment Agreement made and entered into as of April 6, 2005, by and between the Parent and Executive (the "Agreement").

         WHEREAS , the Board of Directors of the Parent adopted resolutions whereby it expressed its desire to amend Executive's Agreement in order for Executive to be paid on a flat salary basis and not awarded bonuses as part of Executive's compensation, and to account for the appointment of Executive as President and Chief Executive Officer in July 2005.

         WHEREAS , pursuant to such resolutions, the Parent and Executive have agreed to amend the Agreement as set forth herein.

         NOW , THEREFORE , in consideration of the above premises and other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and Executive agree as follows:

        1.     Sections 3(a), 3(c), and 3(g) of the Agreement are hereby amended in their entirety to read as set forth below; and the contents of Sections 3(b), 3(d) and 3(e) are hereby deleted in their entirety with the words "Intentionally omitted" inserted in lieu thereof:

        "3.    Compensation .

(a)

Executive shall be paid "Base Compensation" of a minimum annual salary of Nine Hundred Twenty-Three Thousand Seven Hundred and Fifty Dollars ($923,750) for Employer's fiscal year ending September 30, 2006, and an annual salary of Nine Hundred Twenty-Three Thousand Seven Hundred and Fifty Dollars ($923,750) for Employer's fiscal year ending September 30, 2007, with respect to his service for the Employer, with a salary review by the Board each fiscal year thereafter at which time the Board shall determine whether, in its sole discretion, Executive's Base Compensation shall be increased. Said salary shall be payable periodically in accordance with the Employer's regular payroll practice.

(c)

Executive shall also be eligible to receive any additional performance or incentive compensation, which is approved by the Board in its sole discretion. Said additional performance or incentive compensation, if any, shall be in addition to and shall not lessen or reduce the Base Com