**Exhibit 10.2****SOLOMON EMPLOYMENT AGREEMENT**This Employment Agreement (“Agreement”) dated as of July 20, 2004 is by and betweenYoubet.com, Inc., a Delaware corporation (“the Company”), and Scott A. Solomon (“Executive”), inconnection with the Company’s engagement of Executive for personal services.**1. EMPLOYMENT; DUTIES AND ACCEPTANCE:**Employment by Company.The Company hereby engages Executive, and Executive hereby agrees to serve as General Counselof the Company on the terms and conditions of this Agreement. Throughout the Term of thisAgreement, Executive shall, subject to the provisions contained herein, devote substantially all ofhis work time to the employment described hereunder. Executive shall report solely to thePresident and Chief Executive Officer.Location of Employment.Other than in connection with occasional business travel, the Executive shall render hisservices at the Company’s offices at 5901 De Soto Avenue, Woodland Hills, California.Duties.Executive shall have the following duties:(a) Responsible for Corporate compliance program, liaison with gaming regulators,interpretation, change, and enforcement of new legislature and gaming regulations.(b) Direct all legal activities of the Company.(c) Support the Chief Executive Officer in the management of compliance of gaming rules andregulations both domestically and internationally.(d) Participate and advise in mergers and acquisition projects and due diligence, and drivethe integration of newly acquired operations.(e) Manage and ensure SEC compliance and filings.(f) Manage the legal department budget and staff.(g) If selected, act as the Secretary of the Company.(h) Advise the Board as requested from time to time.(i) Perform such other Executive duties, consistent with the duties of a General Counsel, asthe President and Chief Executive Officer may reasonably require.**2. TERM:**The term of Executive’s employment hereunder shall commence as of August 2, 2004 (the“Effective Time”) and end on July 31, 2006 (the “Term”) unless sooner terminated pursuant toSection 7 hereof. Unless either party shall have given the other at least 60 days prior noticethat the Term shall not be extended, the term shall be automatically extended for successiveone-year periods until either partyshall have given the other party not less than 60 days notice that any such additional termshall not be extended.
 
 

 
**3. COMPENSATION AND BENEFITS:**(a) Salary.During the first year of the Term, the Executive shall receive a salary (the “Annual Salary”)at the rate of $225,000 per annum. During the second year of the Term, Executive shall receive anAnnual Salary of $250,000 per annum. All salary shall be less such deductions as shall be requiredto be withheld by applicable law and regulations and shall be pro-rated for any period that doesnot constitute a full twelve (12) month period. Based on the Executive and the Company’sperformance, the annual salary may be increased at the discretion of the Chief Executive Officer.(b) Bonuses.Executive shall be entitled to participate in the Company Bonus Plan at the Executive level,not less than 35%, subject to offset for the minimum bonus payments made during such period.Executive shall receive a minimum bonus of 17.5% of his then annual salary, paid quarterly on a prorata basis.(i) For each year of the Term, the Executive level bonus shall be based on mutually agreedupon business objectives.(ii) The business objectives for years one and two of the Term shall be determined before thestart of each year of the Term. For purposes of determining profitability, the applicable periodshall be August 1 to July 31 and shall be based on EBITDA, excluding any extraordinary items, asreflected in the Company’s securities filings.(c) Stock Options.Executive is hereby granted 150,000 stock options pursuant to the Company’s 1998 Stock OptionPlan. The 150,000 stock options will have an exercise price equal to the closing price of theCompany’s Common Stock on date of employment. The stock options are five (5) year options andshall vest ratably over four (4) years.Any unvested options shall terminate as provided in the Company’s 1998 Stock Option Plan or asotherwise set forth herein.All unvested options shall automatically become vested Options upon a “Change of Control”.In the event the Company is unable to issue stock options, or all of them, to Executive asdescribed in this Agreement, the Company and Executive agree to restructure this agreement withrespect to those affected stock options with a non-stock option structure that is substantially,equivalently, and effectively the same to Executive from a financial perspective.(d) Severance.Upon “Change of Control” the Company has the option to terminate the Executive’s employment.If Executive’s employment with the Company is terminated upon or within 18 months after a Change ofControl, (1) Executive shall be entitled to receive through the date of Executive’s terminationExecutive’s Annual Salary, any earned and unpaid bonus, accrued and unused vacation, if any, andFringe Benefits, and (2) in addition, the Company shall provide the Executive with the followingseverance benefits (the“Severance Benefits”): severance pay, in a lump sum, equal to one (1) year of his then AnnualSalary, minimum bonus and the continuation of his Fringe Benefits for that period of time.
 
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For purposes of this Agreement, the term “Change of Control” shall mean, a merger, acquisitionor other corporate transaction where (1) substantially all the Company’s assets or thirty-onepercent (31%) or more of the outstanding common stock of the Company is sold or acquired, or (2)upon the consummation of any transaction involving over thirty-one percent (31%) of the assets oroutstanding stock of the Company, the Company’s existing Board as of the date immediately precedingthe consummation of the transaction no longer constitute a majority of the Board as of any datewithin the twelve (12) consecutive months subsequent to consummation of the transaction.**4. PARTICIPATION IN EXECUTIVE BENEFIT PLANS:**(a) Fringe Benefits. Executive shall be permitted during the Term to participate inany group life, medical, hospitalization, dental, health and accident and disability plans,supplemental health care plans and plans providing for life insurance coverage, and any other plansand benefits, generally maintained by Company for Executives of the stature and rank of Executiveduring the Term hereof, each in accordance with the terms and conditions of such plans(collectively referred to herein as “Fringe Benefits”); provided, however, that Company shall notbe required to establish or maintain any such Fringe Benefits.(b) Vacation. Executive shall accrue, in addition to personal days and days on whichCompany is closed, paid vacation days at the rate of 6.16 hours per pay period or up to four (4)weeks per year.(c) Expenses. The Company will reimburse Executive for actual and necessary traveland accommodation costs, Bar Association dues and continuing legal education fees, entertainmentand other business expenses incurred as a necessary part of discharging the Executive’s dutieshereunder, subject to receipt of reasonable and appropriate documentation by the Company and inaccordance with Company policy. The Company will also reimburse Executive $600 per month for allbusiness related operating expenses of Executive’s automobile. Executive will receive or bereimbursed for a cellular phone.**5. CERTAIN COVENANTS OF EXECUTIVE:**Without in any way limiting or waiving any right or remedy accorded to Company or anylimitation placed upon Executive by law, Executive agrees as follows:(a) Confidential Information: Executive agrees that, neither during the Termnor at anytime thereafter shall Executive (i) disclose to any person, firm or corporation notemployed by the Company or any affiliate of either (the “Protected Company”) or not engaged torender services to any Protected Company or (ii) use for the benefit of himself, or others, anyconfidential information of any Protected Company obtained by the Executive prior to the executionof this Agreement, during the Term or any time thereafter, including, without limitation,“know-how,” trade secrets, details of suppliers, pricing policies, financial data, operationalmethods, marketing and sales information or strategies, product development techniques or plans orany strategies relating thereto, technical processes, designs and design projects, and otherproprietary information of any Protected Company; provided, however, that this provision shall notpreclude the Executive from (x) upon advice of counsel and notice to the Company, making anydisclosure required by any applicable law or (y) using or disclosing information known generally tothe public (other than information known generally to the public as a result of any violation ofthis Section 5(a)).
 
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(b) Property of Company. Any interest in trademarks, service-marks, copyrights,copyright applications, patents, patent applications, slogans, developments and processes which theExecutive, during the Term, may develop relating to the business of the Company in which theCompany may then be engaged and any memoranda, notes, lists, records and other documents (and allcopies thereof) made or compiled by the Executive or made available to the Executive concerning thebusiness of any Protected Company shall belong and remain in the possession of any ProtectedCompany, and shall be delivered to the Company promptly upon the termination of the Executive’semployment with Company or at any other time on request.(c) Non-Interference. Executive will not, during the Term hereof and for a period ofone (1) year after the Term induce any person who is an employee of the Company to terminate hisrelationship with the Company.(d) Non-Competition. Without the prior written consent of the Company, Employee shallnot be employed by the Internet gaming divisions of Magna, Inc., TVG, Inc. or by any other Internetgaming division of a direct competitor of the Company during, or for one year after the terminationof, his employment with the Company. The parties agree that, as of the date this Agreement isbeing executed, the only existing competitors of the Company are the Internet gaming divisions ofMagna, Inc. and TVG, Inc.**6. OTHER PROVISIONS:**(a) Rights and Remedies Upon Breach. If the Executive breaches, or threatens tocommit a breach of, any of the provisions of Section 5 hereof (the “Restrictive Covenants”), theCompany shall have the following rights and remedies, each of which rights and remedies shall beindependent of the other and severally enforceable, and all of which rights and remedies shall bein addition to, and not in lieu of, any other rights and remedies available to the Company at lawor in equity.(b) Accounting. The right and remedy to require the Executive to account for and payover to the Company all compensation, profits, monies, accruals, increments or other benefits(collectively “Benefits”) derived or received by the Executive as a result of any transactionsconstituting a breach of any of the Restrictive Covenants, and the Executive shall account for andpay over such Benefits to the Company.(c) Severability of Covenants. If any court determines that any of the RestrictiveCovenants, or any part thereof, is invalid or unenforceable, the remainder of theRestrictive Covenants shall not thereby be affected and shall be given full effect, without regardto the invalid portions.(d) Blue-Penciling. If any court construes any of the Restrictive Covenants, or anypart thereof, to be unenforceable because of the duration or geographic scope of such provision,such court shall have the power to reduce the duration or scope of such provision and, in itsreduced form, such provision shall then be enforceable.(e) Enforceability in Jurisdictions. The parties intend to and hereby conferjurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within thegeographical scope of such Restrictive Covenants. If the courts of any one or more of suchjurisdictions hold the Restrictive Covenants unenforceable by reason of the breadth of such scopeor otherwise, it is the intention of the parties that such determination not bar or in any wayaffect Company’s right to the relief provided in this Section 6 in the courts of any otherjurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of suchRestrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as theyrelate to each jurisdiction being, for this purpose, severable into diverse and independentcovenants.
 
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(f) Injunctive Relief. Executive agrees and understands that the remedy at law forany breach by Executive of the provisions of Section 5 hereof may be inadequate and that damagesresulting from such breach may not be susceptible to being measured in monetary terms.Accordingly, it is acknowledged that upon Executive’s breach of any provision of Section 5 hereof,the Company shall be entitled to seek to obtain from any court of competent jurisdiction injunctiverelief to prevent the continuation of such breach. Nothing contained herein shall be deemed tolimit the Company’s remedies at law or in equity for any breach of the provisions of Section 5hereof which may be available to the Company.(g) Company is a publicly traded corporation duly organized, validly existing and in goodstanding under the laws of the jurisdiction in which it was organized, and has all requisite powerand authority to own, lease or operate its properties and to carry on its business as it ispresently being operated and in the place where such properties are owned, leased or operated andsuch business is conducted. Company, to the best of its knowledge, is presently in compliance withall state and federal securities laws and regulations and there are no pending or threatenedinvestigations or actions thereunder. Company is, to the best of its knowledge, in compliance withall local, state and federal laws and regulations, including, but not limited to those pertainingto pari-mutuel wagering and account wagering and there is no threatened or pending litigation byany Party or investigations by regulatory bodies other than those suits, actions or other matterspreviously disclosed to Executive.(h) Company represents and warrants that the execution, delivery and performance of thisAgreement and the consummation by it of the transactions contemplated hereby and thereby, have beenduly authorized by all requisite action, including, but not limited to, authorizing resolutions andconsents, and no further action or approval is required to permit Company to consummate thetransactions contemplated hereby and thereby. This Agreement when executed and delivered inaccordance with the terms thereof, will constitute, the legal, valid and binding obligations ofCompany, enforceable in accordance with its terms. Company and the officer signing on behalf ofCompany, has full power, authority and legal right to enter into this Agreement and to consummatethe transactions contemplated hereby. The making and performance of this Agreement and theconsummation of the transactions contemplated hereby in accordance with the terms hereof andthereof will not (a) conflict with the articles of incorporation or the bylaws of Company, (b)result in any breach or termination of, or constitute a default under, or constitute an event thatwith notice or lapse of time, or both, would become a default under, or create any rights oftermination, cancellation or acceleration in any person under, any contract, or violate any order,writ, injunction or decree, to which Company is a party, by which any of the business or operationsof Company or rights of Executive may be affected.**7. TERMINATION:**(a) Termination for Cause. The Company shall have the option to terminate Executiveupon the occurrence of any of the following:(i) the Executive’s theft or embezzlement of the Company’s money, equipment, or securities;(ii) the Executive’s conviction of a felony (other than a traffic violation) which results inmaterial injury to the Company;(iii) the Executive’s willful act of disloyalty that is intended to and/or results inmaterial injury to the Company;(iv) the failure of the Executive to be licensable under the California Bar Association in hiscapacity as General Counsel of the Company;(v) the Executive’s chronic alcoholism or addiction to non-medically prescribed drugs; or
 
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(vi) breach by the Executive of his confidentiality, no solicitation, and non-competitioncovenants contained in his employment agreement with the Company.Any act or omission of the Executive based upon authority given pursuant to the Articles ofIncorporation of the Company or Bylaws of the Company or a resolution duly adopted by the Company’sBoard of Directors or based upon the advice of counsel for the Company shall be conclusively deemedto be done by Executive in good faith and in the best interests of the Company.If Executive’s services are terminated for cause as set forth in this subsection, Executive’sservices shall cease as of such effective date of termination and all compensation shall cease asof such effective date.(b) Termination With Good Reason or Without Cause. If during the Term, or anyadditional term, the Executive resigns for Good Reason or is terminated by the Company withoutCause:As used herein, Good Reason shall mean only:(i) withdrawal by the Company from Executive of any substantial part of his duties then beingperformed, or responsibility or authority then being carried, by Executive, or a material change inthe Executive’s reporting lines;(ii) assignment by the Company to Executive of substantial additional duties orresponsibilities which are inconsistent with the duties or responsibilities then being carried byExecutive;(iii) material reduction in the level of Executive’s responsibility, authority, autonomy,title, or compensation;(iv) the Company’s material breach of Executive employment agreement (or any other agreementbetween Executive and the Company); and the failure of the Company to cure such breach withinthirty (30) days of notice thereof;(v) material fraud on the part of the Company; or(vi) discontinuance of the active operation of business of the Company, or insolvency of theCompany, or the filing by or against the Company of a petition in bankruptcy or for reorganizationor restructuring pursuant to applicable insolvency or bankruptcy law.The Company will pay Executive (a) his salary and unused vacation pay through the last day ofhis employment with the Company, (b) his unpaid reimbursable business expenses incurred by himthrough the last day of his employment with the Company and (c) his then Annual Salary and minimumbonus, in a lump sum, and continue his benefits for a period of one year.**8. EXECUTIVE’S REPRESENTATIONS AND WARRANTIES:**(a) Right to Enter Into Agreement. Executive has the unfettered right to enter intothis entire Agreement on all of the terms, covenants and conditions hereof; and Executive has notdone or permitted to be done anything, which may curtail or impair any of the rights granted toCompany herein.(b) Breach Under Other Agreement or Arrangement. Neither the execution and deliveryof this Agreement nor the performance by Executive of any of his obligations hereunder willconstitute a violation or breach of, or a default under, any agreement, arrangement orunderstanding, or any other restriction of any kind, to which Executive is a party or by whichExecutive is bound.(c) Services Rendered Deemed Special, Etc. Executive acknowledges and agrees that theservices to be rendered by him hereunder are of a special, unique, extraordinary and intellectualcharacter which gives them peculiar value, the loss of which cannot be adequately compensated forin an action at law and that a breach of any term, condition or covenant hereof will causeirreparable harm andinjury to the Company and in addition to any other available remedy the Company will beentitled to seek injunctive relief.
 
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**9. USE OF NAME:**The Company shall have the right during the Term hereof to use Executive’s name, biography andapproved likenesses in connection with Company’s business, including advertising their products andservices; and the Company may grant such rights to others, but not for use as a direct endorsement.**10. ARBITRATION:**Any dispute whatsoever arising out of or referable to this Agreement, including, withoutlimitation, any dispute as to the rights and entitlements and performance of the parties under thisAgreement or concerning the termination of Executive’s employment or of this Agreement or itsconstruction or its validity or enforcement, or as to the arbitrator’s jurisdiction, or as to theability to arbitrate any such dispute, shall be submitted to final and binding arbitration in LosAngeles, California by and pursuant to the Labor Arbitration Rules of the American ArbitrationAssociation with discovery proceedings pursuant to Section 1283.05 of the California Code of CivilProcedure. The arbitrator shall be entitled to award any relief, which might be available at lawor in equity, including that of a provisional, permanent or injunctive nature. The prevailingparty in such arbitration as determined by the arbitrator, or in any proceedings in respect thereofas determined by the person presiding, shall be entitled to receive its or his reasonableattorneys’ fees incurred in connection therewith.**11. NOTICES:**(a) Delivery. Any notice, consent or other communication under this Agreement shallbe in writing and shall be delivered personally, telexed, sent by facsimile transmission orovernight courier (regularly providing proof of delivery) or sent by registered, certified, orexpress mail and shall be deemed given when so delivered personally, telexed, sent by facsimiletransmission or overnight courier, or if mailed two (2) days after the date of deposit in theUnited States mail as follows: to the parties at the following addresses (or at such other addressas a party may specify by notice in accordance with the provisions hereof to the other):If to Executive, to his address at:22243 Via LeonardoCalabasas, CA 91302If to Company, to its address at:Youbet.com, Inc.5901 Desoto AvenueWoodland Hills, CA 91367Attention: Chief Executive OfficerFax (818) 668-2121(b) Change of Address. Either party may change its address for notice hereunder bynotice to the other party in accordance with this Section 11.
 
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**12. COMPLETE AGREEMENT; MODIFICATION AND TERMINATION:**This Agreement contains a complete statement of all the arrangements between the parties withrespect to the matters covered hereby and, supersedes all existing agreements between the partiesconcerning the subject matter hereof. This Agreement may be amended, modified, superseded orcanceled, and the terms and conditions hereof may be waiver, by the party waiving compliance. Nodelay on the part of any party in exercising any shall operate as a waiver thereof, nor shall anywaiver on the part of any party of any such right or remedy, nor any single or partial exercise ofany such right or remedy preclude any other or further exercise thereof or the exercise of anyother right or remedy.**13. HEADINGS:**The headings in this Agreement are solely for the convenience of reference and shall notaffect its interpretation.**14. INDEMNIFICATION:**The Company will indemnify, defend, and hold Executive harmless from and against any and alldemands, actions, claims, suits, liabilities, losses, damages, fees (including reasonableattorneys’ fees) and expenses relating to any acts or omissions to act in the course or scope ofhis duties he performs on behalf of the Company while employed by it and/or while serving as anExecutive and/or director of the Company, and to provide indemnification and Executives anddirectors liability insurance to him at least to the same extent that it provides suchindemnification and insurance to the Executives and directors of the Company. Executive will havethe option to select his own counsel or be represented by counsel for the Company. The provisionsherein shall survive the termination of Executive’s employment with the Company for any reason.**15. ATTORNEYS’ FEES:**If either the Company or the Executive brings an action to enforce the Executive’s employmentagreement, the prevailing party will be entitled to recover its/his reasonable attorneys’ fees.WHEREFORE, the parties hereto have executed this Agreement as of the day and year first abovewritten.              /s/ Scott A. Solomon   Scott A. Solomon      Agreed to and Accepted: