THE
EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO.

      2010
EQUITY INCENTIVE PLAN

      


      FORM OF
NONQUALIFIED STOCK OPTION AGREEMENT

      


      This NONQUALIFIED STOCK OPTION
AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the
“Grant Date”), is between The Empire Sports & Entertainment Holdings Co., a
Nevada corporation (the “Company”), and _____________ (the “Optionee”), a
director, officer or employees of, or consultant or advisor to, the Company or a
Subsidiary of the Company (a “Related Corporation”), pursuant to The Empire
Sports & Entertainment Holdings Co. 2010 Equity Incentive Plan (the
“Plan”).

      


      WHEREAS, the Company desires to give
the Optionee the opportunity to purchase shares of common stock of the Company,
par value $0.0001 (“Common Shares”) in accordance with the provisions of the
Plan, a copy of which is attached hereto;

      


      NOW, THEREFORE, in consideration of the
mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto, intending to be legally bound hereby, agree
as follows:

      


      1.           Grant of
Option.  The Company hereby grants to the Optionee the right
and option (the “Option”) to purchase all or any part of an aggregate of
___________________ (______) Common Shares.  The Option is in all
respects limited and conditioned as hereinafter provided, and is subject in all
respects to the terms and conditions of the Plan now in effect and as it may be
amended from time to time (but only to the extent that such amendments apply to
outstanding options).  Such terms and conditions are incorporated
herein by reference, made a part hereof, and shall control in the event of any
conflict with any other terms of this Option Agreement.  The Option
granted hereunder is intended to be a nonqualified stock option (“NQSO”) and
not an
incentive stock option (“ISO”) as such term is defined in section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).

      


      2.           Exercise
Price.  The exercise price of the Common Shares covered by this
Option shall be $_________ per share.  It is the determination of the
committee administering the Plan (the “Committee”) that on the Grant Date the
exercise price was not less than the greater of (i) 100% of the “Fair Market
Value” (as defined in the Plan) of a Common Share, or (ii) the par value of a
Common Share.

      


      3.           Term.  Unless
earlier terminated pursuant to any provision of the Plan or of this Option
Agreement, this Option shall expire on ___________ ___, 20__ (the “Expiration
Date”), which date is not more than 10 years from the Grant
Date.  This Option shall not be exercisable on or after the Expiration
Date.


      
        
           


        

        
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      4.           Exercise of
Option.  The Option shall vest according to the following
schedule, provided that Optionee remains continuously engaged as a director,
officer or employee of, or consultant or advisor to, the Company or a Related
Corporation from the date hereof through the applicable vesting
date:

       

      
        	
                Date
      Installment Becomes Exercisable

              	
                Number
      of Shares

              
	 
      	
                ______
      Shares

              
	 
      	
                an
      additional ______ Shares

              
	 
      	
                an
      additional ______ Shares

              
	 
      	
                an
      additional ______ Shares

              


      

      


      The
Committee may accelerate any vesting date of the Option, in its discretion, if
it deems such acceleration to be desirable.  Once the Option becomes
exercisable, it will remain exercisable until it is exercised or until it
terminates.

      


      5.           Method of Exercising
Option.  Subject to the terms and conditions of this Option
Agreement and the Plan, the Option may be exercised by written notice to the
Company at its principal office.  The form of such notice is attached
hereto and shall state the election to exercise the Option and the number of
whole shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; and shall be accompanied by payment
of the full exercise price of such shares. Only full shares will be
issued.

      


      The exercise price shall be paid to the
Company:

      


      (a)           in
cash, or by certified check, bank draft, or postal or express money
order;

      


      (b)           through
the delivery of Common Shares previously acquired by the Optionee;

      


      (c)           by
delivering a properly executed notice of exercise of the Option to the Company
and a broker, with irrevocable instructions to the broker promptly to deliver to
the Company the amount necessary to pay the exercise price of the
Option;

      


      (d)           in
Common Shares newly acquired by the Optionee upon exercise of the Option;
or

      


      (e)           in
any combination of (a), (b), (c) or (d) above.

      


      In the
event the exercise price is paid, in whole or in part, with Common Shares, the
portion of the exercise price so paid shall be equal to the Fair Market Value of
the Common Shares surrendered on the date of exercise.


      
        
           


        

        
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      Upon receipt of notice of exercise and
payment, the Company shall deliver a certificate or certificates representing
the Common Shares with respect to which the Option is so exercised. The Optionee
shall obtain the rights of a shareholder upon receipt of a certificate(s)
representing such Common Shares.

      


      Such certificate(s) shall be registered
in the name of the person so exercising the Option (or, if the Option is
exercised by the Optionee and if the Optionee so requests in the notice
exercising the Option, shall be registered in the name of the Optionee and the
Optionee’s spouse, jointly, with right of survivorship), and shall be delivered
as provided above to, or upon the written order of, the person exercising the
Option.  In the event the Option is exercised by any person after the
death or disability (as determined in accordance with Section 22(e)(3) of the
Code) of the Optionee, the notice shall be accompanied by appropriate proof of
the right of such person to exercise the Option.  All Common Shares
that are purchased upon exercise of the Option as provided herein shall be fully
paid and non-assessable.

      


      Upon exercise of the Option, Optionee
shall be responsible for all employment and income taxes then or thereafter due
(whether Federal, State or local), and if the Optionee does not remit to the
Company sufficient cash (or, with the consent of the Committee, Common Shares)
to satisfy all applicable withholding requirements, the Company shall be
entitled to satisfy any withholding requirements for any such tax by disposing
of Common Shares at exercise, withholding cash from Optionee’s salary or other
compensation or such other means as the Committee considers appropriate to the
fullest extent permitted by applicable law.  Nothing in the preceding
sentence shall impair or limit the Company’s rights with respect to satisfying
withholding obligations under Section 10 of the Plan.

      


      6.           Non-Transferability of
Option.  This Option is not assignable or transferable, in
whole or in part, by the Optionee other than by will or by the laws of descent
and distribution.  During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee or, in the event of his or her
disability, by his or her guardian or legal representative.

      


      7.           Termination of
Services.  If the Optionee’s services with the Company and all
Related Corporations are terminated for any reason (other than death or
disability) prior to the Expiration Date, then this Option may be exercised by
Optionee, to the extent of the number of Common Shares with respect to which the
Optionee could have exercised it on the date of such termination of services, at
any time prior to the earlier of (i) the Expiration Date, or (ii) three months
after such termination of services.  Any part of the Option that was
not exercisable immediately before the termination of Optionee’s services shall
terminate at that time.

      


      8.           Disability.  If
the Optionee becomes disabled (as determined in accordance with section 22(e)(3)
of the Code) during the period of his or her service and, prior to the
Expiration Date, the Optionee’s services are terminated as a consequence of such
disability, then this Option may be exercised by the Optionee or by the
Optionee’s legal representative, to the extent of the number of Common Shares
with respect to which the Optionee could have exercised it on the date of such
termination of services, at any time prior to the earlier of (i) the Expiration
Date or (ii) one year after such termination of services.  Any part of
the Option that was not exercisable immediately before the Optionee’s
termination of services shall terminate at that time.


      
        
           


        

        
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      9.           Death.  If
the Optionee dies during the period of his or her services and prior to the
Expiration Date, or if the Optionee’s services are terminated for any reason (as
described in Paragraphs 7 and 8) and the Optionee dies following his or her
termination of services but prior to the earliest of (i) the Expiration Date, or
(ii) the expiration of the period determined under Paragraph 7 or 8 (as
applicable to the Optionee), then this Option may be exercised by the Optionee’s
estate, personal representative or beneficiary who acquired the right to
exercise this Option by bequest or inheritance or by reason of the Optionee’s
death, to the extent of the number of Common Shares with respect to which the
Optionee could have exercised it on the date of his or her death, at any time
prior to the earlier of (i) the Expiration Date or (ii) one year after the date
of the Optionee’s death.  Any part of the Option that was not
exercisable immediately before the Optionee’s death shall terminate at that
time.

      


      10.         Securities
Matters.  (a)  If, at any time, counsel to the
Company shall determine that the listing, registration or qualification of the
Common Shares subject to the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of Common Shares hereunder, such
Option may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval, or satisfaction of such
condition shall have been effected or obtained on conditions acceptable to the
Board of Directors.  The Company shall be under no obligation to apply
for or to obtain such listing, registration or qualification, or to satisfy such
condition.  The Committee shall inform the Optionee in writing of any
decision to defer or prohibit the exercise of an Option.  During the
period that the effectiveness of the exercise of an Option has been deferred or
prohibited, the Optionee may, by written notice, withdraw the Optionee’s
decision to exercise and obtain a refund of any amount paid with respect
thereto.

      


      (b)         The
Company may require: (i) the Optionee (or any other person exercising the Option
in the case of the Optionee’s death or Disability) as a condition of exercising
the Option, to give written assurances, in substance and form satisfactory to
the Company, to the effect that such person is acquiring the Common Shares
subject to the Option for his or her own account for investment and not with any
present intention of selling or otherwise distributing the same, and to make
such other representations or covenants; and (ii) that any certificates for
Common Shares delivered in connection with the exercise of the Option bear such
legends, in each case as the Company deems necessary or appropriate, in order to
comply with federal and applicable state securities laws, to comply with
covenants or representations made by the Company in connection with any public
offering of its Common Shares or otherwise.  The Optionee specifically
understands and agrees that the Common Shares, if and when issued upon exercise
of the Option, may be “restricted securities,” as that term is defined in Rule
144 under the Securities Act of 1933 and, accordingly, the Optionee may be
required to hold the shares indefinitely unless they are registered under such
Securities Act of 1933, as amended, or an exemption from such registration is
available.


      
        
           


        

        
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      (c)          The
Optionee shall have no rights as a shareholder with respect to any Common Shares
covered by the Option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) until the date
of issue of a stock certificate to the Optionee for such Common
Shares.  No adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate is
issued.

      


      11.          Governing
Law.  This Option Agreement shall be governed by the applicable
Code provisions to the maximum extent possible.  Otherwise, the laws
of the State of Nevada (without reference to the principles of conflict of laws)
shall govern the operation of, and the rights of the Optionee under, the Plan
and Options granted thereunder.

      


      [SIGNATURE
PAGE FOLLOWS]


      
        
           


        

        
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      IN WITNESS WHEREOF, the parties hereto
have duly executed this Nonqualified Stock Option Agreement as of the ____ day
of ___, 20__.


       

      
        
          	
                  

                    THE
      EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO.

                  

                
	 
      	 
	
                  By:

                	 
      	 
	
                  Name:

                	 
	
                  Title:

                	 
	 
      	 
	 
      	 
	
                  Optionee

                	 


        

      


      
        
           


        

        
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      THE
EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO..

      2010
EQUITY INCENTIVE PLAN

      


      Notice of
Exercise of Nonqualified Stock Option

      


      I hereby exercise the nonqualified
stock option granted to me pursuant to the Nonqualified Stock Option Agreement
dated as of ______________ __, 20__, by The Empire Sports & Entertainment
Holdings Co. (the “Company”), with respect to the following number of shares of
the Company’s common stock (“Shares”), par value $0.0001 per Share, covered by
said option:

       

      
        	
                Number
      of Shares to be purchased:

              	
                _______

              
	 
      	 
      
	
                Purchase
      price per Share:

              	
                $_______

              
	 
      	 
      
	
                Total
      purchase price:

              	
                $_______

              


      

       

      
        	
                ___

              	
                A.

              	
                Enclosed
      is cash or my certified check, bank draft, or postal or express money
      order in the amount of $__________ in full/partial [circle one] payment for
      such Shares;

              


      

      


      and/or

      


      
        	
                ___

              	
                B.

              	
                Enclosed
      is/are _______ Share(s) with a total fair market value of $_______ on
      the date hereof in full/partial [circle one] payment for
      such Shares;

              


      

      


      and/or

      


      
        	
                ___

              	
                C.

              	
                I
      have provided notice to _________ [insert name of broker],
      a broker, who will render full/partial [circle one] payment for
      such Shares.  [Optionee should
      attach to the notice of exercise provided to such broker a copy of this
      Notice of Exercise and irrevocable instructions to pay to the Company the
      full exercise price.]

              


      

      


      and/or

      


      
        	
                

                  ___

                

              	
                D.

              	
                I
      elect to satisfy the payment for Shares purchased hereunder by having the
      Company withhold newly acquired Shares pursuant to the exercise of the
      Option.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Please have the certificate or
certificates representing the purchased Shares registered in the following name
or names*:                                            ;
and sent to                                                 .

       

      
        
          	
                  DATED:
      ____________ __, 20__

                	 
      	 
      	 
	 
      	 
      	
                  Optionee’s
      Signature

                	 


        

      

      

        

      

      
        * Certificates may be registered in the
name of the Optionee alone or in the joint names (with right of survivorship) of
the Optionee and his or her spouse.