EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 1, 2009 (the “Effective Date”), by and between Empire Resorts, Inc., a Delaware corporation (the “Company”), and Joseph E. Bernstein (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).

WHEREAS, the Company desires to hire Executive and to employ him as the Chief Executive Officer (“CEO”) of the Company, and the Parties desire to enter into this Agreement embodying the terms of such employment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises of the Parties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

A.           Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Executive as CEO.  Executive shall report directly to the Board of Directors of the Company (the “Board”).

B.           Executive accepts such employment and agrees, during the term of his employment, to devote substantially all his work time and attention to the Company, and agrees faithfully to perform his duties and responsibilities in an efficient, trustworthy and business like manner.  Executive also agrees that the Board shall determine from time to time such other duties as may be assigned to him customary for a Chief Executive Officer.  Executive agrees to carry out and abide by such directions of the Board.  Executive acknowledges that he will perform substantially all his duties in the Company’s New York office or New York City Metro Area..

C.           Anything herein to the contrary notwithstanding, during the Term, nothing shall preclude the Executive from managing his personal affairs and investments, existing real estate development projects, existing legal matters and responsibilities with the Catskill Litigation Trust, provided that none of these activities materially interfere with the proper performance of his duties and responsibilities hereunder.

A.            Base Salary .  During the Term, the Company shall pay to Executive an annual base salary of $500,000, less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures.

B.            Bonus .  The Executive shall be entitled to participate in any annual bonus plan maintained by the Company for its senior executives on such terms and conditions as may be determined from time to time by the Compensation Committee of the Board.  The payment of any such bonus shall be in the absolute discretion of the Board or Compensation Committee.

Joseph E. Bernstein

June 1, 2009

Page 2

C.            Equity Compensation .  The Executive shall be entitled to participate in the Company’s equity based incentive programs to the extent such programs are put into place and maintained for the Company’s senior executives on such terms and conditions as may be determined from time to time by the Compensation Committee of the Board, consistent with this Agreement, and commensurate with his position.

D.            Sign-on Stock Option Grants .  As of the date of execution of this Agreement (“Execution Date”), the Company shall grant the Executive, subject to stockholder approval of an amendment to the Company’s 2005 Equity Incentive Plan (the “Plan”), a 5-year non-qualified stock option to purchase 500,000 shares of the Company’s common stock pursuant to the Plan, at an exercise price per share determined at the close of business on the Execution Date, which shall be the date of grant. The options under this paragraph shall vest 33% six (6) months following the grant date, 33% twelve (12) months following the grant date, and 34% eighteen (18) months following the grant date, and subject to earlier vesting as provided herein.  If this Agreement is not extended as provided herein for an additional 12 months after the initial six-month period of the Term, all of the options granted under this paragraph shall vest on December 31, 2009, provided, however, if Executive is terminated for Cause or if Executive resigns, all options granted hereunder shall be considered in accordance with, and governed by, the Plan. For purposes of this Agreement, “Cause” shall mean that the Executive (i) pleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or as a crime under federal or state law which involves Executive’s fraud or dishonesty, (ii) in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company, (iii) Executive’s failure to apply for, eventually obtain and subsequently maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate, or (iv) the Executive’s material breach of this Agreement.   The options shall not terminate before their ultimate 5-year expiration date because the Term or any extension thereof has previously expired.

E.            Additional Stock Option Grants .  The Company shall grant the Executive, subject to stockholder approval of an amendment to the Company’s Plan, a 10-year non-qualified stock option to purchase 1,000,000 shares of the Company’s common stock pursuant to the Plan, at an exercise price per share determined at the close of business on the Execution Date, which shall be the date of grant, vesting upon the consummation of a Debt Restructure (as defined in 3.B below) with an entity sourced by the Executive before or after the Effective Date, including but not limited to the persons and entities set forth on Exhibit A, their beneficial owners, family members or affiliates. The options shall not terminate before their ultimate 10-year expiration date because the Term or any extension thereof has previously expired.

F.            Previous Stock Option Grants .  Nothing in this Agreement shall affect the terms and conditions relating to the grant of 500,000 stock options to the Executive prior to the date of this Agreement, provided, however, that the April 27, 2009 grant of 250,000 options shall vest upon a Debt Restructure.  The options shall not terminate before their ultimate 5-year expiration date because the Term or any extension thereof has previously expired.

G.            Expenses .  In accordance with Company policy, the Company shall reimburse Executive for all reasonable business expenses properly and necessarily incurred and paid by Executive in the performance of his duties under this Agreement upon his presentment of detailed receipts in the form required by the Company’s policy, however, Executive acknowledges and agrees that the Company shall not reimburse Executive for travel expenses related to travel between Florida and New York.

H.            Benefits .  The Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company and made available to senior level executive officers generally and as may be in effect from time to time.  The Executive’s participation in such plans, practices and programs shall be on the same basis and terms as are applicable to senior level executive officers of the Company generally.  Such level of benefits shall be at a level commensurate with the Executive’s position as Chief Executive Officer.  In addition, all options referenced in Sections 2 D., E., and F. hereof shall be exercisable by the estate of Executive through the respective term of each such option.

I.            Vacation .  Executive shall be entitled to four (4) weeks vacation on an annual basis.

J.            Health Insurance D & O, Indemnification and Other Plans . As of the Effective Date, Executive shall be eligible to participate in the Company’s medical, dental, D & O, and other employee benefit programs, if any, that are provided by the Company for its employees at Executive’s level in accordance with the provisions of any such plans, as the same may be in effect from time to time. Executive shall be entitled to COBRA benefits upon termination of the Term or any extended term.

K.            Assistance.   The Company shall provide the Executive access to a Secretary during business hours. Should the Executive believe that it is necessary to hire a full or part-time executive assistant, the decision to hire such an assistant shall be in the sole discretion of the Board of Directors of the Company and the Company shall determine the appropriate duties and salary level of the assistant.

A.           The term of this Agreement (“Term”) will commence on the Effective Date and shall remain in effect through December 31, 2009 and will continue for a subsequent one (1) year extension if a Debt Restructure, as defined in paragraph 3.B below, has occurred during the initial six month Term.

B.           For purposes of this Agreement, “Debt Restructure” shall be defined as the combination of one or more of a restructuring, refinancing, deferral of puts under the Convertible Secured Notes, a buy out of note holders’ interests in the Convertible Secured Notes, in whole or part, or other similar transaction(s) between the Effective Date and December 31, 2010, relating to all of the Company's existing secured debt obligations under it