**Exhibit 10.6****WAIVER****THIS WAIVER**(this “Waiver”), dated as of November 8, 2007, is entered into by and between**WELLS FARGO FOOTHILL, INC.**, a California corporation, as arranger and administrative agent (in suchcapacity, “Agent”) for the Lenders (as defined below), the Lenders, **YOUBET.COM, INC.**, a Delawarecorporation (“Parent”), and **UNITED TOTE COMPANY**, a Montana corporation (“United Tote”, and togetherwith Parent, each individually a “Borrower”, and individually and collectively, jointly andseverally, the “Borrowers”).**RECITALS**A. Borrowers, the lenders signatory thereto (the “Lenders”) and Agent have previously enteredinto that certain Credit Agreement dated as of July 27, 2006 (as the same has been or may bemodified, supplemented, restated or amended from time to time, the “Credit Agreement”), pursuant towhich the Lenders have made certain loans and financial accommodations available to Borrowers.Terms used herein without definition shall have the meanings ascribed to them in the CreditAgreement.B. An Event of Default has occurred and is continuing under the Credit Agreement due to theBorrowers’ having, when measured for the fiscal quarter ended September 30, 2007, a Leverage Ratioin excess of the amount permitted under Section 6.16(c) of the Credit Agreement (the “KnownExisting Default”).C. Borrowers have requested that Agent and the Lenders waive the Known Existing Default whichAgent and the Lenders are willing to do pursuant to the terms and conditions set forth herein.D. Borrowers are entering into this Waiver with the understanding and agreement that, exceptas specifically provided herein, none of Agent’s or any Lender’s rights or remedies as set forth inthe Credit Agreement are being waived or modified by the terms of this Waiver.**AGREEMENT**NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:1. Waiver of Known Existing Default. Agent and the Lenders hereby waive enforcement of theirrights against Borrowers arising from the Known Existing Default; provided, however, nothing hereinshall be deemed a waiver with respect to any other or future failure of Borrowers to comply fullywith Section 6.16(c) of the Credit Agreement. This waiver shall be effective only for the specificdefault comprising the Known Existing Default, and in no event shall this waiver be deemed to be awaiver of enforcement of Agent’s or any Lender’s rights with respect to any other Defaults orEvents of Default now existing or hereafter arising. Nothing contained in this Amendment nor anycommunications between any Borrower and Agent or any Borrower and any Lender shall be a waiver ofany rights or remedies Agent or any Lender has ormay have against any Borrower, except as specifically provided herein. Except as specificallyprovided herein, Agent hereby reserves and preserves all of its and the Lenders’ rights andremedies against each Borrower under the Credit Agreement and the other Loan Documents.
 
 

 
2. Conditions Precedent to Effectiveness of this Waiver. This Waiver shall not becomeeffective until all of the following conditions precedent shall have been satisfied in the solediscretion of Agent or waived by Agent:(a) Waiver. Agent shall have received this Waiver fully executed by all parties hereto.(b) Representations and Warranties. The representations and warranties set forth herein shallbe true and correct.3. Release; Covenant Not to Sue.(a) Each Borrower hereby absolutely and unconditionally releases and forever discharges Agentand each Lender, and any and all participants, parent corporations, subsidiary corporations,affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with allof the present and former directors, officers, agents and employees of any of the foregoing (each a"Released Party”), from any and all claims, demands or causes of action of any kind, nature ordescription, whether arising in law or equity or upon contract or tort or under any state orfederal law or otherwise, which such Borrower has had, now has or has made claim to have againstany such person for or by reason of any act, omission, matter, cause or thing whatsoever arisingfrom the beginning of time to and including the date of this Waiver, whether such claims, demandsand causes of action are matured or unmatured or known or unknown. It is the intention of eachBorrower in providing this release that the same shall be effective as a bar to each and everyclaim, demand and cause of action specified, and in furtherance of this intention it waives andrelinquishes all rights and benefits under Section 1542 of the Civil Code of the State ofCalifornia, which provides:“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWNBY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”Each Borrower acknowledges that it may hereafter discover facts different from or in addition tothose now known or believed to be true with respect to such claims, demands, or causes of actionand agree that this instrument shall be and remain effective in all respects notwithstanding anysuch differences or additional facts. Each Borrower understands, acknowledges and agrees that therelease set forth above may be pleaded as a full and complete defense and may be used as a basisfor an injunction against any action, suit or other proceeding which may be instituted, prosecutedor attempted in breach of the provisions of such release.
 
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(b) Each Borrower, on behalf of itselfand its successors, assigns, and other legal representatives, hereby absolutely, unconditionallyand irrevocably, covenants and agrees with and in favor of each Released Party abovethat it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any ReleasedParty on the basis of any claim released, remised and discharged by such Borrower pursuant to theabove release. If any Borrower or any of its successors, assigns or other legal representationsviolates the foregoing covenant, such Borrower, for itself and its successors, assigns and legalrepresentatives, agrees to pay, in addition to such other damages as any Released Party may sustainas a result of such violation, all attorneys’ fees and costs incurred by such Released Party as aresult of such violation.4. Representations and Warranties. Each Borrower represents and warrants as follows:(a) Authority. Each Borrower has the requisite corporate power and authority to execute anddeliver this Waiver, and to perform its obligations hereunder and under the Loan Documents (asamended or modified hereby) to which it is a party. The execution, delivery and performance byeach Borrower of this Waiver have been duly approved by all necessary corporate action, havereceived all necessary governmental approval, if any, and do not contravene any law or anycontractual restriction binding on any Borrower. No other corporate proceedings are necessary toconsummate such transactions.(b) Enforceability. This Waiver has been duly executed and delivered by each Borrower. ThisWaiver and each Loan Document (as amended or modified hereby) is the legal, valid and bindingobligation of each Borrower, enforceable against each Borrower in accordance with its terms, and isin full force and effect.(c) Representations and Warranties. The representations and warranties contained in each LoanDocument (other than any such representations or warranties that, by their terms, are specificallymade as of a date other than the date hereof) are correct in all material respects on and as of thedate hereof as though made on and as of the date hereof.(d) No Default. Other than the Known Existing Default, no event has occurred and iscontinuing that constitutes a Default or Event of Default.5. Choice of Law. The validity of this Waiver, the construction, interpretation, andenforcement hereof, and the rights of the parties hereto with respect to all matters arisinghereunder or related hereto shall be determined under, governed by, and construed in accordancewith the laws of the State of California.6. Counterparts. This Waiver may be executed in any number of counterparts and by differentparties and separate counterparts, each of which when so executed and delivered, shall be deemed anoriginal, and all of which, when taken together, shall constitute one and the same instrument.Delivery of an executed counterpart of a signature page to this Waiver by telefacsimile shall beeffective as delivery of a manually executed counterpart of this Waiver.7. Reference to and Effect on the Loan Documents.(a) The Credit Agreement and all other Loan Documents, are and shall continue to be in fullforce and effect and are hereby in all respects ratified and confirmedand shall constitute the legal, valid, binding and enforceable obligations of each Borrower toAgent and Lenders without defense, offset, claim or contribution.
 
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(b) The execution, delivery and effectiveness of this Waiver shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under anyof the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.8. Ratification. Each Borrower hereby restates, ratifies and reaffirms each and every termand condition set forth in the Credit Agreement, as amended hereby, and the Loan Documentseffective as of the date hereof.9. Estoppel. To induce Agent and Lenders to enter into this Waiver and to induce Agent andLenders to continue to make advances to Borrowers under the Credit Agreement, each Borrower herebyacknowledges and agrees that, after giving effect to this Waiver, as of the date hereof, thereexists no Default or Event of Default and no right of offset, defense, counterclaim or objection infavor of any Borrower as against Agent or any Lender with respect to the Obligations.10. Integration. This Waiver, together with the other Loan Documents, incorporates allnegotiations of the parties hereto with respect to the subject matter hereof and is the finalexpression and agreement of the parties hereto with respect to the subject matter hereof.11. Severability. In case any provision in this Waiver shall be invalid, illegal orunenforceable, such provision shall be severable from the remainder of this Waiver and thevalidity, legality and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.12. Submission of Waiver. The submission of this Waiver to the parties or their agents orattorneys for review or signature does not constitute a commitment by Agent or any Lender to waiveany of their respective rights and remedies under the Loan Documents, and this Waiver shall have nobinding force or effect until all of the conditions to the effectiveness of this Waiver have beensatisfied as set forth herein.[Remainder of Page Left Intentionally Blank]
 
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IN WITNESS WHEREOF, the parties have entered into this Waiver as of the date first above written.       **YOUBET.COM, INC.,**  a Delaware corporation       By: /s/ James A. Burk       Name: James A. Burk       Title: CFO            **UNITED TOTE COMPANY,**  a Montana corporation       By: /s/ Gary Sproule       Name: Gary Sproule       Title: Secretary            **WELLS FARGO FOOTHILL, INC.,**  a California corporation, as Agent and as a Lender       By: /s/ Michael Ganann       Name: Michael Ganann       Title: Vice President     
 
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