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Exhibit 10.1: Settlement Agreement and Release

This Settlement Agreement and Release (the "Agreement") is made and entered into
by and between Youbet.com,  Inc., a Delaware corporation ("Youbet"),  and Joseph
J.  Hasson  (the  "Employee"),  and  inures to the  benefit  of the  above-named
parties'  current,  former  and  future  parents,  subsidiaries,   predecessors,
successors,   joint  venturers,   related  and/or  affiliated   persons,   trust
beneficiaries,   directors,  officers,  stockholders,   attorneys,  accountants,
insurers, reinsurers, agents, employees and assigns, as applicable.

                                    RECITALS

         A.  WHEREAS,   Youbet  believes  that  Employee,   from  time  to  time
thereafter,  has been subject to certain reporting and restrictive  requirements
relating to trading Youbet  securities,  including  Section 16 of the Securities
Exchange Act of 1934 (the "Act").

         B. WHEREAS,  Youbet was recently  advised of potential  issues that may
exist under Section 16(b) of the Act related to Employee's trading activities in
Youbet securities during the period November 20, 2002 through and including June
3, 2003. (The period of time commencing  November 20, 2002, through June 3, 2003
is referred to herein as the "Transaction  Period.") Youbet reviewed  Employee's
trading  activities in its securities  during the  Transaction  Period,  and has
concluded  that such  activities  may have  resulted  in  Employee  not being in
compliance with all of the requirements of Section 16(b) of the Act.

         C.  WHEREAS,  Employee  represents  and warrants  that he has fully and
accurately  responded to Youbet's  request for information on April 30, 2003 and
thereafter   regarding  his  transactions  in  Youbet   securities   during  the
Transaction  Period.  Although  Employee does not  acknowledge  violation of any
provisions of the Act, he represents that, in the event that any conduct was out
of compliance with Section 16(b) of the Act, such conduct was  unintentional and
without knowledge of the requirements and provisions of Section 16(b).

         D.  WHEREAS,  despite  his lack of  certainty  that any of his  conduct
violated  Section  16(b) of the Act,  for  purposes  of  settlement  and without
admitting any such violation, the Employee, after consultation with his counsel,
accepts  the  accuracy of the amount set forth  below,  and agrees to deliver to
Youbet in accordance with the terms hereof,  the alleged profits  recoverable by
Youbet as a result of any  purported  violation by the Employee of Section 16(b)
of the Act, in the amount of $19,652.32.

         E.  WHEREAS,  Employee has  delivered or will deliver on or before July
31, 2003 to Youbet cash and other  personal  property with a present fair market
value in the amount of  Nineteen  Thousand  Six  Hundred  Fifty-Two  dollars and
thirty-two  cents plus accrued  interest at the applicable  federal rate,  which
interest shall accrue from the date(s) of any applicable trade(s).

         F. WHEREAS,  both Youbet and Employee wish to resolve any past, current
and future  disputes and claims  between them arising from or related to Section
16(b) of the Act and related  securities  trading  policies of Youbet during the
Transaction Period.

NOW,  THEREFORE,  for and in  consideration  of the payment  described  above in
Recital E and the execution of this Agreement and the mutual covenants contained
in  the  following  paragraphs,   Youbet  and  Employee  agree  as  follows:



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         1.  Incorporation of Recitals.  The Recitals and  identification of the
parties to, and  beneficiaries  of, this Agreement are incorporated by reference
as though fully set forth herein.


         2.  Release.  Youbet,  for  itself and its  current,  former and future
parents, subsidiaries, predecessors, successors, joint venturers, related and/or
affiliated persons,  trust  beneficiaries,  directors,  officers,  stockholders,
attorneys,  accountants,  insurers,  reinsurers,  agents, employees and assigns,
(whether express,  by implication,  or by operation of law) and Employee,  fully
and forever release and discharge each other with respect to any and all claims,
liabilities,  causes of action that either party had, now has or hereafter  can,
shall or may  have,  either  directly  or  indirectly,  relating  to  Employee's
potential  or actual  violation  of Section  16(b) of the Act or any policies of
Youbet relating to trading in securities arising during the Transaction  Period.
As an  example  of  the  foregoing  release,  but  not as a  limitation,  Youbet
specifically  acknowledges and agrees that any purported conduct of the Employee
during the  Transaction  Period  relating to Section  16(b) of the Act shall not
constitute  a  basis  for  any  termination  of  employment,  or  revocation  or
diminution of rights or eligibility under the Company Bonus Plan.

         3. Severability of Provisions.  The parties  acknowledge and agree that
if any  provision of this  Agreement is found to be  unenforceable,  it will not
affect the enforceability of the remaining provisions and the courts may enforce
all remaining provisions to the full extent permitted by law.

         4.  Integrated  Agreement.  The parties  acknowledge  and agree that no
promises or representations were made to them that do not appear herein and that
this Agreement  contains the entire  agreement of the parties and supersedes any
prior agreements on the subject matter thereof.  The parties further acknowledge
and agree that parole  evidence shall not be required to interpret the intent of
the parties.

         5. Voluntary Execution.  The parties acknowledge that each has read and
understands this Agreement and that each is signing this Agreement  voluntarily,
without  coercion,  and based upon his or its own judgment,  and not in reliance
upon any  representations  or promises made by the other party, other than those
contained within this Agreement.

         6. Agreement  Does Not Control  Undisclosed  Transactions.  The parties
acknowledge  and agree that,  in the event that the Employee did not  accurately
respond to the request for  information on April 30, 2003 in connection with the
review  by Youbet of  possible  non-compliance  with  Section  16(b),  then this
Agreement  does not apply to any inaccurate  information  or  undisclosed  trade
during the period  commencing  November  20, 2002 and ending  June 3, 2003.  The
parties retain all of their  respective  rights and remedies with respect to any
information requested and not disclosed.

         7.  Waiver,  Amendment  and  Modification  of  Agreement.  The  parties
acknowledge  and agree that no waiver,  amendment or  modification of any of the
terms of this Agreement  shall be effective  unless in writing and signed by all
parties hereto. No waiver of any term,  condition or default of any term of this
Agreement  shall be  construed  as a waiver  of any  other  term,  condition  or
default.

         8.  Authority  to Enter  into  Agreement.  Each  party  represents  and
warrants that, as of the date of the execution of this  Agreement,  he or it has
the sole right and authority to execute this Agreement,  and that such party has
not sold, assigned, transferred, conveyed or otherwise disposed of any claims or
demands  relating to any right  surrendered  by virtue of this  Agreement.  Each
party further  represents and warrants that he or it has had the  opportunity to
consult  with,  and  has  consulted,   legal  counsel  in  connection  with  the
negotiation  and  execution  of this  Agreement.  Each  party and its  signatory
represents that the signatory is either a party or a business  representative or
assignee of, and is fully authorized to execute this Agreement on behalf of, the
party for whom he or she signs.



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         9.  California Law. The parties agree that this Agreement and its terms
shall be construed under California law.

         10. Venue.  The parties agree that all disputes and claims arising from
this Agreement must be brought in the United States, in a California state court
in and for the County of Los Angeles or in the United States  District Court for
the Central District of California.

         11. Drafting.  The parties agree that this Agreement shall be construed
without  regard to the drafter of the same and shall be construed as though each
party to this Agreement  participated equally in the preparation and drafting of
this Agreement.

         12.  Headings.  The headings used in this Agreement are for the purpose
of organization only and are not intended to inform,  alter or control the terms
of this Agreement.

         13. Facsimile  Signature.  Facsimile signatures on this Agreement shall
be treated as original  signatures.  14.  Counterparts.  This  Agreement  may be
signed in counterparts,  and said counterparts shall be treated as though signed
as one document.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on the date and year written below.


Dated: June 27, 2003                    "Youbet"

                                        Youbet.com, Inc.,
                                        a Delaware corporation



                                        By: /s/ GARY SPROULE
                                            ----------------------------------


                                        Print Name: Gary Sproule
                                                    --------------------------

                                        Its: Chief Financial Officer
                                             ---------------------------------

Dated: June 27, 2003                    "Employee"



                                        /s/ JOSEPH J. HASSON
                                        --------------------------------------
                                        Joseph J. Hasson




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