sec document




                                                                    Exhibit 10.1

EMPIRE       ------------------------------------------------------------------
RESORTS, INC.
                                                         204 STATE ROUTE 17B
                                                         MONTICELLO, NY 12701
                                                         PHONE: (845) 807-0001
                                                         FAX: (845) 807-0000


December 19, 2005


Cayuga Nation of New York
P.O. Box 250
Hamburg, New York 14075-0250
Attention: Gary Wheeler

Cayuga Catskill Gaming Authority
c/o Cayuga Nation of New York
P.O. Box 250
Hamburg, New York 14075-0250
Attention: Tim Twoguns


Gentlemen,

     On June 29,  2005,  representatives  of the Cayuga  Nation of New York (the
"Nation") and the Cayuga Catskill Gaming  Authority (the  "Authority")  met with
representatives of Empire Resorts,  Inc.("Empire") and agreed to extend the Land
Purchase Agreement and the April 3, 2003 Letter Agreement (as previously amended
pursuant to the First Amendment of Letter Agreement) relating to the development
of a casino on land within the  Monticello  Raceway  site to  December  31, 2005
(such   agreement  as  amended  to  date  referred  to  herein  as  the  "Letter
Agreement").

     In addition, on July 22, 2005, representatives of the Nation, the Authority
and Empire  further  agreed to a potential  change in the location of the Cayuga
Catskill  Resort to a larger  site to  include  more land over  which the Nation
could exercise  governmental  authority.  In return,  the Nation agreed to allow
Empire to work with the St. Regis Mohawk Tribe to return to the Raceway site and
obtain the remaining approvals necessary to build a resort casino.

     The  Letter  Agreement  is  expiring.  Unfortunately,  our  efforts to move
forward  on the  Cayuga  Project  have been  frustrated  by a number of  factors
including the 2nd Circuit Court of Appeals decision dismissing the Nation's land
claims,  the continuing  internal disputes among leadership  factions within the
Nation,  and a New York  legislative  stalemate.  Thus, we have not been able to
move forward with the necessary  Federal and State  approvals to accomplish  our
goals within the extension date of December 31, 2005.


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                                                         204 STATE ROUTE 17B
                                                         MONTICELLO, NY 12701
                                                         PHONE: (845) 807-0001
                                                         FAX: (845) 807-0000


     The purpose of this letter is to signify our mutual desire and agreement to
continue to work with the Nation and the  Authority  to develop a casino  resort
and hotel at the Concord  site or on such other  suitable  property  that Empire
Resorts  currently  owns,  may  acquire in the future or may  acquire  rights to
develop.  In addition,  and as previously agreed,  this letter will also confirm
our agreement to terminate any arrangement with the Nation respecting hotels and
commercial  facilities  in,  around  and near the  Raceway  site.  It is further
acknowledged  that the  reimbursement by Empire of all future costs and expenses
of the Nation in connection with the acquisition and development of the Property
shall be subject to the reasonable concurrence of Empire.

     By signing this letter, the parties  acknowledge a mutual agreement to move
forward on this basis.  Upon the  determination of a new site the parties hereto
will seek to revise all related agreements to conform to the new site, including
the dates of performance  and or termination of relevant  documents.  We believe
that a realistic  time frame given the current  political  climate is 12 months,
and as such we request  that the  extension  expire,  unless  extended by mutual
agreement of the parties, on December 31, 2006.

     If the terms described herein properly reflect your  understandings and you
agree to accept the terms, please sign in the respective spaces provided for the
Nation and the Authority below.

     Thank you for your  support of the Project.  We look forward to  continuing
our  relationship  with the Cayuga Nation to develop a premier  resort hotel and
casino in the Catskills.


For Empire Resorts, Inc.:  /s/ David P. Hanlon
                           --------------------------
                           David P. Hanlon, President
                             & Chief Executive Officer




ACKNOWLEDGED AND AGREED:
CAYUGA NATION OF NEW YORK


BY:  /s/ Timothy Twoguns
     -------------------------------------------
     Timothy Twoguns, Turtle Clan Representative


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                                                         204 STATE ROUTE 17B
                                                         MONTICELLO, NY 12701
                                                         PHONE: (845) 807-0001
                                                         FAX: (845) 807-0000


By: /s/ Gary Wheeler
    -----------------------------------------
    Gary Wheeler, Turtle Clan Representative


By: /s/ Michael W. Wheeler
    -----------------------------------------
    Michael W. Wheeler, Heron Clan Member


CAYUGA CATSKILLL GAMING AUTHORITY

BY:  /s/ Timothy W. Twoguns
     ----------------------------------------
     Timothy W. Twoguns, Member


MONTICELLO RACEWAY MANAGEMENT, INC.


BY:  /s/ David P. Hanlon
     ----------------------------------------
     David P. Hanlon

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