EXHIBIT 10.28

WARRANT ISSUANCE AGREEMENT

WARRANT ISSUANCE AGREEMENT (this "Agreement"), dated as of May 18, 2001, by and between
YOUBET.COM, INC., a Delaware corporation ("UBET") and ODS TECHNOLOGIES, L.P., a Delaware limited partnership
("TVG").

RECITALS

WHEREAS,
UBET and TVG are parties to a License and Content Agreement (the "License Agreement"), dated as of the date hereof, relating
to the grant by TVG to UBET of a non-exclusive license to use, subject to the terms thereof, (i) TVG's patented systems, platforms, methods and technologies for the making of
pari-mutuel wagers on horse races using telephones and online using personal computers and other devices approved by the TVG in its business judgment, and (ii) certain horsetrack
simulcast audio, video and data content for the purpose of streaming such content online and the agreement of each track to accept wagers based on such content;

WHEREAS,
UBET and TVG have made the execution and delivery of this Agreement a condition to the execution and delivery of the License Agreement; and

WHEREAS,
UBET intends, subject to the terms and conditions set forth in this Agreement, to issue to TVG certain warrants representing the right to purchase shares of common stock, par
value $.001 per share, of UBET ("UBET Common Stock").

NOW,
THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I    ISSUANCE OF WARRANTS

SECTION
1.01.  Issuance of Initial Warrant. UBET, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, shall issue to TVG a
warrant (the "Initial Warrant") to purchase an aggregate of 3,884,650 shares of UBET Common Stock (as the same may be adjusted pursuant to the terms of the Initial Warrant, the "Initial Warrant
Shares"). The Initial Warrant shall be evidenced by, and have the terms (including adjustment terms) set forth in, the Warrant Certificate attached hereto as Exhibit A.

SECTION
1.02.  Issuance of Additional Warrant. Subject only to (i) the approval of UBET's stockholders of the Warrant Proposal as provided in
Section 4.01, and (ii) the License Agreement not having been terminated according to its terms, immediately following the UBET Stockholders Meeting (as hereinafter defined), UBET, for
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, shall issue to TVG a warrant (the "Additional Warrant") to purchase a number of shares of UBET Common Stock
which, when aggregated with the number of Initial Warrant Shares, shall equal 51.0% of the sum of (i) the total number of shares of UBET Common Stock outstanding on the date the Additional
Warrant is exercised (the "Additional Warrant Exercise Date"), (ii) the total number of shares of UBET Common Stock issuable upon exercise of the Additional Warrant, and (iii) the total
number of Initial Warrant Shares then issuable upon exercise of the Initial Warrant (as the same may be adjusted pursuant to the terms of the Additional Warrant, the "Additional Warrant Shares"). The
Additional Warrant shall be evidenced by, and have terms (including adjustment terms) set forth in, the Warrant Certificate attached hereto as Exhibit B.

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ARTICLE II    REPRESENTATIONS AND WARRANTIES OF UBET

UBET hereby represents and warrants to TVG as follows:

SECTION
2.01.  Organization and Qualification. UBET (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of
Delaware, (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (iii) is duly
qualified or licensed and in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such
qualification or license necessary, except in such jurisdictions where the failure to be so duly qualified or licensed or in good standing has not had, either individually or in the aggregate, a
material adverse effect on the business, assets, results of operations or financial condition of UBET. UBET has delivered to TVG true and complete copies of its Certificate of Incorporation and
By-laws, each as amended through and in effect on the date hereof. UBET has no Subsidiaries.

SECTION
2.02.  Authorization and Validity. Except as set forth on Schedule 2.02, UBET has all requisite corporate power and authority to enter into this
Agreement and the License Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, provided however, that the issuance of the
Additional Warrant pursuant to Section 1.02 shall require the adoption of the Warrant Proposal by UBET's stockholders as provided in Section 4.01. The execution, delivery and performance
by UBET of this Agreement and the License Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of UBET (the "UBET
Board") and by all other necessary corporate action on the part of UBET, subject, in the case of the issuance of the Additional Warrant pursuant to Section 1.02, to the adoption of the Warrant
Proposal by UBET's stockholders as provided as in Section 4.01. This Agreement and the License Agreement have been duly executed and delivered by UBET and each is a valid and binding obligation
of UBET, enforceable against UBET in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, or by principles governing the availability of equitable remedies).

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SECTION 2.03.  Capitalization.



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SECTION
2.04.  Reports and Financial Statements. UBET has heretofore made available to TVG true and complete copies of all reports, registration statements, definitive
proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by UBET with the Securities and Exchange Commission (the "Commission") since
March 30, 2000 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred
to as the "UBET Commission Filings"). The UBET Commission Filings constitute all of the documents (other than preliminary material) that UBET was required to file with the Commission since such date.
As of their respective dates, each of the UBET Commission Filings complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"),
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations under each such Act, and none of the UBET Commission Filings contained as of such date any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading. When filed with the Commission, the financial statements included in the UBET Commission Filings complied as to form in all material respects with the applicable rules and regulations
of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in
the notes or schedules thereto), and such financial statements fairly present the financial position of UBET as at the dates thereof and the results of its operations and its cash flows for the
periods then ended, subject, in the case of the unaudited interim financial statements, to year-end audit adjustments, none of which are expected to be material in nature or amount. Since
December 31, 2000, except in the ordinary course of business or as disclosed in the UBET Commission Filings filed with the Commission prior to the date hereof, as of the date hereof, UBET has
not incurred any liability or obligation of any kind which, in any case or in the aggregate, would have a material adverse effect on the business, assets, results of operations or financial condition
of UBET.

SECTION
2.05.  No Approvals or Notices Required; No Conflict with Instruments. Except as set forth on Schedule 2.05, the execution and delivery by UBET of this
Agreement and the License Agreement do not, and the performance by UBET of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:



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SECTION
2.06.  Absence of Certain Changes or Events. Except as otherwise disclosed in the UBET Commission Filings filed with the Commission prior to the date hereof or
as set forth on Schedule 2.06, during the period commencing on January 1, 2001 and ending on the date of this Agreement, there has not been any material adverse change in, and no event
has occurred and no condition exists which,
individually or together with other events or conditions (excepting therefrom general market and economic conditions), has had a material adverse effect on, the business, assets, results of operations
or financial condition of UBET.

SECTION
2.07.  Legal Proceedings. Except as set forth in the UBET Commission Filings filed with the Commission prior to the date hereof or as set forth on
Schedule 2.07, there is no suit, action or proceeding pending or, to the knowledge of UBET, any investigation pending or any suit, action, proceeding or investigation threatened, against,
involving or affecting UBET or its properties or rights,

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nor is there any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator outstanding against UBET, which does or will
(i) result in the modification, termination, suspension, impairment or reformation of any material contract to which UBET is a party; (ii) materially adversely affect the manner in which
UBET conducts its business; (iii) materially adversely affect the ability of UBET or TVG to consummate any of the transactions contemplated by this Agreement or the License Agreement; or
(iv) have a material adverse effect on the business, assets, results of operations or financial condition of UBET.

SECTION
2.08.  Compliance With Regulatory Requirements. Except as set forth in the UBET Commission Filings filed with the Commission prior to the date hereof or as set
forth on Schedule 2.08, UBET is in compliance with, and has conducted its business so as to comply with, all applicable laws, rules, regulations, ordinances and codes, domestic or foreign,
including laws, rules, regulations, ordinances and codes relating to the protection of the environment, except where the failure so to comply has not had, and may reasonably be expected not to have,
either individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of UBET. The UBET Common Stock is registered pursuant to
Section 12(g) of the Exchange Act and is listed on the Nasdaq National Market, and, except as set forth on Schedule 2.08, UBET has taken no action designed to, or which is likely to have
the effect of, terminating the registration of the UBET Common Stock under the Exchange Act or delisting the UBET Common Stock from the Nasdaq National Market. Provided that any shares of UBET Common
Stock are then listed on the Nasdaq National Market, the Initial Warrant Shares, upon exercise of the Initial Warrant, and the Additional Warrant Shares, upon exercise of the Additional Warrant, will
be approved for listing on the Nasdaq National Market.

SECTION
2.09.  Brokers or Finders. No agent, broker, investment banker, financial advisor or other person or entity is or will be entitled, by reason of any agreement,
act or statement by UBET or any of its directors, officers, employees or affiliates, to any financial advisory, broker's, finder's or similar fee or commission, to reimbursement of expenses or to
indemnification or contribution in connection with any of the transactions contemplated by this Agreement or the License Agreement, and UBET agrees to indemnify and hold TVG harmless from and against
any and all claims, liabilities or obligations with respect to any such fees, commissions, expenses or claims for indemnification or contribution asserted by any person on the basis of any act or
statement made by UBET or any of its directors, officers, employees or affiliates.

SECTION
2.10.  Intellectual Property.



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SECTION
2.11.  Compliance with Charter and Contracts.



SECTION
2.12.  Disclosure. Neither this Agreement, nor any other agreement, document, certificate or other written instrument delivered pursuant hereto, contains or
will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements herein and therein, when taken together, not misleading.

SECTION
2.13.  Section 203 of the DGCL. Prior to the execution of this Agreement, the UBET Board has approved the transactions contemplated by this Agreement and
the License Agreement, including the acquisition by TVG of the Initial Warrant Shares and the Additional Warrant Shares upon exercise of the Initial Warrant and the Additional Warrant, respectively,
for all purposes, including Section 203 of the Delaware General Corporation Law ("DGCL"), and none of TVG or any "affiliate" or "associate" (as such terms are defined in
Section 203 of the DGCL) shall as a result of the execution of this Agreement, the exercise of the Initial Warrant or the Additional Warrant or consummation of the transactions contemplated by
this Agreement or the License Agreement, be subject to any restrictions of Section 203 of the DGCL.

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF TVG

TVG hereby represents and warrants to UBET as follows:

SECTION
3.01.  Organization and Qualification. TVG (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State
of Delaware, (ii) has all requisite partnership power and authority to own, lease and operate its properties and to carry on its business as

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it is now being conducted and (iii) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature
of the business conducted by it makes such qualification or license necessary, except in such jurisdictions where the failure to be so duly qualified or licensed or in good standing has not had,
either individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of TVG.

SECTION
3.02.  Authorization and Validity of Agreement. TVG has all requisite partnership power and authority to enter into this Agreement and the License Agreement and
to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by TVG of this Agreement and the License
Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary partnership action on the part of TVG. This Agreement and the License
Agreement have been duly executed and delivered by TVG and each is a valid and binding obligation of TVG, enforceable against TVG in accordance with its terms (except insofar as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).

SECTION
3.03.  No Approvals or Notices Required; No Conflict with Instruments. Except as set forth on Schedule 3.03, the execution and delivery by TVG of this
Agreement and the License Agreement do not, and the performance by TVG of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:



SECTION
3.04.  Legal Proceedings. There is no suit, action or proceeding pending or, to the knowledge of TVG, any investigation pending or any suit, action, proceeding
or investigation threatened, against or involving TVG or any of its properties or rights, nor is there any judgment, decree, injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or arbitrator outstanding against TVG, which does or will materially adversely affect the

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ability of TVG to consummate the transactions contemplated by this Agreement or the License Agreement.

SECTION
3.05.  Compliance With Regulatory Requirements. TVG is in compliance with, and has conducted its business so as to comply with, all applicable laws, rules,
regulations, ordinances and codes, domestic or foreign, except where the failure so to comply has not had, and may reasonably be expected not to have, either individually or in the aggregate, a
material adverse effect on the ability of TVG to perform its obligations under this Agreement or the License Agreement.

SECTION
3.06.  Brokers or Finders. No agent, broker, investment banker, financial advisor or other person or entity is or will be entitled, by reason of any agreement,
act or statement by TVG or any of its directors, officers, employees or affiliates, to any financial advisory, broker's, finder's or similar fee or commission, to reimbursement of expenses or to
indemnification or contribution in connection with any of the transactions contemplated by this Agreement or the License Agreement, and TVG agrees to indemnify and hold UBET harmless from and against
any and all claims, liabilities or obligations with respect to any such fees, commissions, expenses or claims for indemnification or contribution asserted by any person on the basis of any act or
statement made by TVG or any of its directors, officers, employees or affiliates.

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SECTION 3.07.  Intellectual Property.



SECTION
3.08.  Compliance with Charter. TVG is not in violation of any terms of its certificate of limited partnership or partnership agreement except where such
violation would not have a material adverse effect on the ability of TVG to perform its obligations under this Agreement or the License Agreement.

SECTION
3.09.  Investment Purpose. TVG is acquiring the Initial Warrant and, provided the Warrant Proposal is adopted by UBET's Stockholders as provided in
Section 4.01, the Additional Warrant, solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof in any transaction which
would be in violation of the securities laws of the United States of America or any state thereof. TVG understands that the certificate representing the Initial Warrant Shares and the Additional
Warrant Shares will contain a legend stating in substance:



TVG
understands and acknowledges that UBET will deliver unlegended certificates in exchange for the certificate bearing such legend only in the event that (i) TVG transfers
shares represented by such certificate pursuant to and in the manner provided for in an effective registration statement covering the transfer or sale of such shares or (ii) TVG shall have
delivered to UBET a letter from the staff of the Commission, or an opinion of counsel in form reasonably satisfactory to UBET to the effect that such legend is not required for the purposes of the
Securities Act.

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ARTICLE IV    CERTAIN COVENANTS

SECTION
4.01. UBET Stockholder Meeting.



SECTION
4.02. Reservation of Shares.  UBET will at all times during the period that the Initial Warrant or the Additional Warrant may be exercised reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized but unissued UBET Common Stock, or its authorized and issued UBET Common Stock held in treasury, for the purpose of
enabling it to satisfy any obligation to issue Initial Warrant Shares upon exercise of the Initial Warrant and Additional Warrant Shares upon exercise of the Additional Warrant, the full number of
Initial Warrant Shares and Additional Warrant Shares deliverable upon the exercise of the Initial Warrant and Additional Warrant, respectively. UBET covenants and agrees that for so long as the
Initial Warrant or the Additional Warrant is outstanding and is exercisable, it will not take any action to increase the par value of the UBET Common Stock or issue any shares of UBET Preferred Stock
which grants the holders thereof the right to vote on any matters on which the holders of UBET Common Stock may vote.

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SECTION 4.03. Obtaining of Certain Governmental Approvals.



SECTION
4.04. Reasonable Efforts.  Subject to the terms and conditions of this Agreement and applicable law, each of the parties shall use its reasonable efforts to
take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this
Agreement as soon as reasonably practicable.

SECTION
4.05. UBET Board Representation.  Following the exercise of the Initial Warrant and/or the Additional Warrant and for so long as TVG beneficially owns at least
5% of the outstanding shares of UBET common stock (the "Director Designation Period"), UBET agrees to use its best efforts to enable TVG to designate a number of directors to the UBET Board in a ratio
based on TVG's overall ownership of UBET Common Stock according to the following formula:

Percentage of Outstanding
Common Stock Owned by TVG

Ratio of TVG's Board Designees
to Total Number of Directors5% to 30%

1/5more than 30% up to 49.9%

2/5more than 49.9% up to 60%

3/5more than 60% up to 79.9%

4/5more than 79.9%

5/5


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In
furtherance of the foregoing, during the Director Designation Period, at each annual or special meeting of the stockholders of UBET at which members of the UBET Board are to be elected, UBET agrees
to use its best efforts to cause the UBET Board (or any authorized committee thereof) to nominate and recommend the election to the UBET Board of a number of directors designated by TVG in the ratio
to the fully constituted UBET Board set forth above, based on the percentage of the outstanding shares of UBET Common Stock owned by TVG as of the record date for such meeting of UBET stockholders.
During the Director Designation Period, UBET agrees (i) to use its best efforts to fill any vacancy created by the resignation, withdrawal or removal of any director designated by TVG with a
new director designated by TVG, and (ii) to not take any action to increase the number of directors constituting the full UBET Board if, as a result of such increase and the filling of
vacancies created thereby, the ratio of directors of the UBET Board designated by TVG to the total number of directors shall be a fraction less than the ratio of TVG-designated directors
to the total number of directors immediately prior to such increase.

SECTION
4.06. Registration Rights.



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The
period of time that UBET is obligated to keep any registration statement effective, or to prepare and file any amendments or supplements thereto, pursuant to
Section 4.06(c)(i) shall be extended by the number of days that any such Holder is unable to sell Registrable Securities due to the matters discussed in
Section 4.06(c)(vi) and (vii) above.



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SECTION
4.07. Rights to Additional Shares.



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SECTION
4.08. Restrictions on Purchases of UBET Common Stock Other than Pursuant to the Warrants.  During the period commencing on the date hereof and ending on the
earliest to occur of (i) the date of the UBET Stockholders Meeting, provided that the Warrant Proposal is not approved at such meeting, (ii) the date upon which UBET issues for cash any
shares of UBET Common Stock, UBET Preferred Stock, or securities exercisable or exchangeable for, or convertible into (with or without consideration) UBET Common Stock or UBET Preferred Stock (other
than (a) shares issuable upon exercise of options or warrants outstanding on the date hereof and (b) options granted to employees and shares issuable upon exercise of such options), or
(iii) the Additional Warrant Exercise Date, TVG will not, and will use its best efforts to cause Gemstar-TV Guide International, Inc. ("Gemstar-TV Guide") and
each Controlled Affiliate of Gemstar-TV Guide to not, purchase any shares of UBET Common Stock other than pursuant to the exercise of the Initial Warrant or the Additional
Warrant. As used in this Section 4.08, a Controlled Affiliate of Gemstar-TV Guide shall mean any corporation, partnership, limited liability company, trust or individual that
Gemstar-TV Guide has the power to direct, or cause the direction of, the management and policies of, whether through the ownership of voting securities, by contract, or by membership or
involvement in the board of directors, management committee or other management structure of such entity.

SECTION
4.09 Ladbroke Agreement.  For so long as the License Agreement is in effect, UBET agrees that it shall not amend that certain Telecommunications Facilitation
System Agreement, dated as of June 23, 1997, with Mount Laurel Racing, Inc. and Washington Trotting Association, Inc., in a manner that would reduce the percentage rate payable to
UBET with respect to commissions on account wagers under such agreement.

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ARTICLE V    MISCELLANEOUS

SECTION
5.01.Further Assurances.From and after the date hereof, each of TVG and UBET shall, at any
time and from time to time, make, execute and deliver, or cause to be made, executed and delivered, such instruments, agreements, consents and assurances and take or cause to be taken all such actions
as may reasonably be requested by the other party hereto for the effectual consummation and confirmation of this Agreement and the transactions contemplated hereby.

SECTION
5.02.Expenses.Except as otherwise provided herein, all costs and expenses, including, without
limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.

SECTION
5.03.Notices.All notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given on (i) the day on which delivered personally or by telecopy (with prompt confirmation
by mail) during a business day to the appropriate location listed as the address below, (ii) three business days after the posting thereof by United States registered or certified first class
mail, return receipt requested, with postage and fees prepaid or (iii) one business day after deposit thereof for overnight delivery via Federal Express or other nationally recognized overnight
delivery service. Such notices, requests, demands, waivers or other communications shall be addressed as follows:





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or
to such other person or address as any party shall specify by notice in writing to the other party.

SECTION
5.04.Entire Agreement.This Agreement and the License Agreement (including the Exhibits,
Schedules and other documents referred to herein and therein) constitute the entire agreements between the parties and, except as expressly provided herein, supersede all prior agreements and
understandings, oral and written, between the parties with respect to the subject matter hereof.

SECTION
5.05.Assignment; Binding Effect; Benefit.Neither this Agreement nor any of the rights,
benefits or obligations hereunder may be assigned by any party without the prior written consent of the other party; provided, however, that the rights granted to TVG under Section 4.06 may be
assigned in connection with any transfer or assignment of the Initial Warrant, the Additional Warrant, the Initial Warrant Shares or the Additional Warrant Shares, provided such transferee
(i) is a permitted transferee under the Initial Warrant or Additional Warrant, as applicable, and (ii) executes a written agreement, in form and substance reasonably satisfactory to
UBET, pursuant to which such transferee agrees to be bound by all of the provisions of Section 4.06, as applicable, as if such transferee were a "Holder" thereunder. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Nothing in this Agreement, expressed or implied,
is intended to confer on any person other than the parties or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

SECTION
5.06.Amendment.This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties.

SECTION
5.07.Extension; Waiver.TVG or UBET may, to the extent legally allowed, (i) extend the
time specified herein for the performance of any of the obligations of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or
in any document delivered pursuant hereto, or (iii) waive compliance by the other party with any of the agreements or covenants of such other party contained herein. Any agreement on the part
of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. No such waiver shall constitute a waiver of, or estoppel with
respect to, any subsequent or other breach or failure to comply strictly with the provisions of this Agreement. The failure of any party to insist on strict compliance with this Agreement or to assert
any of its rights or remedies hereunder or with respect hereto shall not constitute a waiver of such rights or remedies. Whenever this Agreement requires or permits consent or approval by any party,
such consent or approval shall be effective if given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 5.07.

SECTION
5.08.Survival.The representations and warranties made by UBET in Article II shall
survive for a period of two years from the date of this Agreement, except for the representations and warranties contained in Section 2.03(b) and Section 2.03(c) which shall survive for
a period of one year following the expiration date of the Additional Warrant. All covenants and agreements of the parties contained in this Agreement shall survive indefinitely (except as may
otherwise be expressly provided for by their terms).

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SECTION 5.09.Arbitration.Any dispute or controversy arising out of or relating to this Agreement, the
Initial Warrant or the Additional Warrant shall be settled by an expedited arbitration proceeding to be held in the City of Wilmington, Delaware in accordance with the rules then in effect of the
American Arbitration Association or any successor thereto. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The losing party in such arbitration shall pay all the
costs and expenses of such arbitration and all the reasonable attorneys' fees and expenses of the other party thereto.

SECTION
5.10.Interpretation.When a reference is made in this Agreement to Sections, Articles,
Exhibits or Schedules, such reference shall be to a Section, Article, Exhibit or Schedule (as the case may be) of this Agreement unless otherwise indicated. When a reference is made in this Agreement
to a "party" or "parties", such reference shall be to a party or parties to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed
to be followed by the words "without limitation". The use of any gender herein shall be deemed to be or include the other genders and the use of the singular herein shall be deemed to be or include
the plural (and vice versa), wherever appropriate. The use of the words "hereof", "herein", "hereunder" and words of similar import shall refer to this entire Agreement, and not to any particular
article, section, subsection, clause, paragraph or other subdivision of this Agreement, unless the context clearly indicates otherwise.

SECTION
5.11.Counterparts.This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

SECTION
5.12.

SECTION
5.13.Applicable Law.This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws rules thereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

| |  | YOUBET.COM, INC.      
| |  | ----------------------
| |  | By:                   
| |  |                       
| |  |                       
| |  | ODS TECHNOLOGIES, L.P.
| |  | By:                   
| |  | By:                   
| |  |                       
| |  |                       

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TABLE OF CONTENTS

|              |  |                                                                                    |  | Page
|------------- |  | ---------------------------------------------------------------------------------- |  | ----
|              |  | Article I. Issuance of Warrants                                                    |  |     
|Section 1.01. |  | Issuance Of Initial Warrant                                                        |  | 1   
|Section 1.02. |  | Issuance Of Additional Warrant                                                     |  | 1   
|              |  | Article II. Representations and Warranties of UBET                                 |  |     
|Section 2.01. |  | Organization And Qualification                                                     |  | 2   
|Section 2.02. |  | Authorization And Validity                                                         |  | 2   
|Section 2.03. |  | Capitalization                                                                     |  | 3   
|Section 2.04. |  | Reports And Financial Statements                                                   |  | 4   
|Section 2.05. |  | No Approvals Or Notices Required; No Conflict With Instruments                     |  | 4   
|Section 2.06. |  | Absence Of Certain Changes Or Events                                               |  | 5   
|Section 2.07. |  | Legal Proceedings                                                                  |  | 5   
|Section 2.08. |  | Compliance With Regulatory Requirements                                            |  | 6   
|Section 2.09. |  | Brokers Or Finders                                                                 |  | 6   
|Section 2.10. |  | Intellectual Property                                                              |  | 6   
|Section 2.11. |  | Compliance With Charter And Contracts                                              |  | 7   
|Section 2.12. |  | Disclosure                                                                         |  | 7   
|Section 2.13. |  | Section 203 Of The DGCL                                                            |  | 7   
|              |  | Article III. Representations and Warranties of TVG                                 |  |     
|Section 3.01. |  | Organization And Qualification                                                     |  | 7   
|Section 3.02. |  | Authorization And Validity Of Agreement                                            |  | 8   
|Section 3.03. |  | No Approvals Or Notices Required; No Conflict With Instruments                     |  | 8   
|Section 3.04. |  | Legal Proceedings                                                                  |  | 8   
|Section 3.05. |  | Compliance With Regulatory Requirements                                            |  | 9   
|Section 3.06. |  | Brokers Or Finders                                                                 |  | 9   
|Section 3.07. |  | Intellectual Property                                                              |  | 10  
|Section 3.08  |  | Compliance with Charter                                                            |  | 10  
|Section 3.09. |  | Investment Purpose                                                                 |  | 10  
|              |  | Article IV. Certain Covenants                                                      |  |     
|Section 4.01. |  | UBET Stockholder Meeting                                                           |  | 11  
|Section 4.02. |  | Reservation Of Shares                                                              |  | 11  
|Section 4.03. |  | Obtaining Of Certain Governmental Approvals                                        |  | 12  
|Section 4.04. |  | Reasonable Efforts                                                                 |  | 12  
|Section 4.05. |  | UBET Board Representation                                                          |  | 12  
|Section 4.06. |  | Registration Rights.                                                               |  | 13  
|Section 4.07. |  | Rights To Additional Shares                                                        |  | 21  
|Section 4.08. |  | Restrictions On Purchases Of UBET Common Stock Other Than Pursuant To The Warrants |  | 22  
|Section 4.09. |  | Ladbroke Agreement                                                                 |  | 22  
|              |  | Article V. Miscellaneous                                                           |  |     
|Section 5.01. |  | Further Assurances                                                                 |  | 24  
|Section 5.02. |  | Expenses                                                                           |  | 24  
|Section 5.03. |  | Notices                                                                            |  | 24  

27

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|Section 5.04. |  | Entire Agreement                    |  | 25
|------------- |  | ----------------------------------- |  | --
|Section 5.05. |  | Assignment; Binding Effect; Benefit |  | 25
|Section 5.06. |  | Amendment                           |  | 25
|Section 5.07. |  | Extension; Waiver                   |  | 25
|Section 5.08. |  | Survival                            |  | 25
|Section 5.09. |  | Arbitration                         |  | 26
|Section 5.10. |  | Interpretation                      |  | 26
|Section 5.11. |  | Counterparts                        |  | 26
|Section 5.12. |  | Applicable Law                      |  | 26

28

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WARRANT ISSUANCE AGREEMENT

Between

YOUBET.COM, INC.

and

ODS TECHNOLOGIES, L.P.

Dated as of May 18, 2001

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