Exhibit 4.1**REGISTRATION RIGHTS AGREEMENT**     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 1, 2005, andentered into, by and between YOUBET.COM, INC., a Delaware corporation (the “Company”), andLOUIS J. TAVANO, JAMES SCOTT and RICHARD M. TAVANO (the “Principals” and each a“Principal”).     This Agreement is made pursuant to the Stock Purchase Agreement dated as of June 1, 2005 byand among the Company, the Principals and the other parties named therein (the “PurchaseAgreement”). In order to induce the Principals to enter into the Purchase Agreement, theCompany has agreed to provide the registration rights set forth herein. The execution of thisAgreement is a condition to closing under the Purchase Agreement.     The parties hereby agree as follows:     1. Definitions. Capitalized terms used but not defined herein shall have the meaningsgiven to such terms in the Purchase Agreement. As used in this Agreement, the followingcapitalized terms shall have the following meanings:          Claims: A term defined under Section 7(a) hereof.          Common Stock: Common stock of the Company, however designated, which is not limitedas to the amount of dividends, or which is not limited as to the amount of distributions uponliquidation or dissolution of the Company.          Company: Youbet.com, Inc.          Equity Securities: Common Stock of the Company issued to the Principals pursuant toSections 1.3(a)(ii) and 1.3(a)(iii) of the Purchase Agreement.          Exchange Act: The Securities Exchange Act of 1934, as amended from time to time.          Holder: A Person as defined under Section 2(b) hereof.          Insiders: A term defined under Section 4 hereof.          Misstatement: The existence of any fact which results in the Registration Statement,the Prospectus or any document incorporated therein by reference containing an untrue statement ofmaterial fact or omitting to state a material fact required to be stated therein or necessary tomake statements therein, in light of the circumstances, not misleading.          NASD: NASD, Inc.          Piggyback Registration: A registration pursuant to Section 3 hereof.          Prospectus: The prospectus included in any Registration Statement, as amended orsupplemented by any prospectus supplement with respect to the terms of the offering of any
-1-

 
portion of the Registrable Securities covered by the Registration Statement and by all otheramendments and supplements to the prospectus, including post-effective amendments and all materialincorporated by reference in such prospectus.          Registration Expenses: See Section 6 hereof.          Registrable Securities: The Equity Securities and any other securities issued orissuable with respect to the Equity Securities by way of a stock dividend or stock split or inconnection with a combination of shares, recapitalization, merger, consolidation or otherreorganization; provided that a security ceases to be a Registrable Security when it is nolonger a Transfer Restricted Security.          Registration Statement: Any Registration Statement of the Company under theSecurities Act on an appropriate form which covers Registrable Securities pursuant to theprovisions of this Agreement, including the Prospectus, amendments (including post-effectiveamendments), and supplements to such Registration Statement and all exhibits to and all materialincorporated by reference in such Registration Statement.          Securities Act: The Securities Act of 1933, as amended from time to time.          SEC: The Securities and Exchange Commission or any successor thereto.          Transfer Restricted Securities: Securities acquired by the Holder thereof other thanpursuant to an effective registration under Section 5 of the Securities Act or pursuant to Rule 144made under the Securities Act; provided that a Security that has ceased to be a TransferRestricted Security cannot thereafter become a Transfer Restricted Security.          Underwritten Offering: A registration in which securities of the Company are to beissued by the Company and sold to an underwriter for distribution to the public.     2. Securities Subject to this Agreement.          (a) Registrable Securities. The securities entitled to the benefits of this Agreementare the Registrable Securities. Notwithstanding anything to the contrary set forth in thisAgreement, Registrable Securities shall exclude all “Unvested Shares” (as defined in theRestricted Stock Agreement) and all “Lock Up Securities” (as defined in the Lock-UpAgreement).          (b) Holders of Registrable Securities. A Person is deemed to be a Holder ofRegistrable Securities (a “Holder”) whenever such Person owns Registrable Securities.     3. Piggyback Registration.          (a) Inclusion in Registration. Subject to the provisions of Section 9 below, if atany time, to the extent that Holder then holds Registrable Securities, the Company shall determine(including pursuant to a demand of any stockholder of the Company) to file a registration statementunder the Securities Act relating to a proposed sale to the public of any of
-2-

 
its securities, either for its own account or the account of a security Holder or Holders, theCompany shall:               (i) promptly give to each Holder of a Registrable Security written notice thereof(which notice shall include the proposed offering price and the plan of distribution);               (ii) include in such registration (and any related qualification under blue sky lawsor other compliance) all the Registrable Securities specified in a written request or requests,made within 20 days after such written notice from the Company, by any Holder of RegistrableSecurities;               (iii) if the registration statement is to cover an Underwritten Offering, use allreasonable efforts to cause the managing underwriter or underwriters of such proposed UnderwrittenOffering to permit the Registrable Securities requested to be included in the RegistrationStatement for such offering to be included on the same terms and conditions as any similarsecurities of the Company included therein; *provided, however*, that if, in connection with anUnderwritten Offering involving an underwriting of Common Stock to be issued by the Company, themanaging underwriter shall impose a limitation on the number of shares of such Common Stock whichmay be included in any such registration statement because, in such underwriter’s judgment, suchlimitation is necessary to effect an orderly public distribution, and such limitation is imposedpro rata with respect to all securities whose holders have a contractual, incidental or “piggyback”right to include such securities in the registration statement and as to which inclusion has beenrequested pursuant to such right and there is first excluded from such registration statement allshares of Common Stock sought to be included therein by (i) any director, officer or employee ofthe Company, (ii) any holder thereof not having any such contractual, incidental registrationrights, and (iii) any holder thereof having contractual, incidental or “piggyback” registrationrights subordinate and junior to the rights of the Holders of Registrable Securities, then theCompany shall be obligated to include in such registration statement only such limited portion(which may be none) of the Registrable Securities with respect to which such Holder has requestedinclusion hereunder; and               (iv) the Company shall bear all Registration Expenses in connection with a piggybackregistration, except that each Holder of the Registrable Securities whose Registrable Securitiesare included in such Registration shall pay its pro rata share of the Underwriters’ Commissionsincurred in such Registration, in accordance with the amount of Registrable Securities sold by allsuch Holders.          (b) Time of Exercise. Holders of Registrable Securities may exercise piggybackregistration rights under this Section 3 at any time or from time to time, so long as such Holderscontinue to hold Registrable Securities. The terms of this Section 3 shall not apply to anyRegistration Statement filed by the Company relating solely to employees’ stock option or purchaseplans or any Registration Statement filed on Form S-4 or S-8 or any successor form thereto, nor toany Registration Statement as to which Holder’s registration rights are not otherwise applicable(because Holder’s Equity Securities may be sold pursuant to the term of Section 8 of this Agreementor are then subject to the Lock Up Agreement and/or Restricted Stock Agreement).
-3-

 
          (c) Withdrawal. At any time prior to the effectiveness of a Registration Statementwith the SEC, any Holder of Registrable Securities may withdraw such Holder’s request for inclusionof Registrable Securities in any piggyback registration under this Section 3 by giving writtennotice to the Company of its election to withdraw prior to the effectiveness of the RegistrationStatement, provided that such Holder shall be responsible for all Registration Expenses of suchHolder which may be incurred pursuant to such withdrawal. The Company may also elect to withdraw aRegistration Statement filed pursuant to this Section 3 at any time prior to the effectiveness ofsuch Registration Statement. Notwithstanding any such withdrawal by the Company, the Company shallpay all Registration Expenses incurred in such piggyback registration as provided in Section3(a)(iv).     4. Hold Back Agreements. Except as part of an underwritten registration involving theRegistrable Securities, each Holder of Registrable Securities whose Registrable Securities arecovered by a Registration Statement filed pursuant to Section 3 hereof agrees that such Holder willnot, (on the conditions that all “Insiders” (as defined below) likewise agree), effect any publicsale or distribution of securities of the Company of the same class as the securities included insuch Registration Statement, including a sale pursuant to Rule 144 under the Securities Act, duringthe 7 day period prior to, and during the 90 days with respect to each other Underwritten Offeringmade pursuant to such Registration Statement, in each case to the extent timely requested inwriting by the managing underwriters. Each Holder of Registrable Securities shall sign anagreement with the underwriters to such effect if so requested by the managing underwriters in suchUnderwritten Offering; provided that all Insiders do so. “Insiders” means (i) directorsand officers of the Company or any Affiliate thereof and (ii) any Persons who beneficially ownshares of Common Stock issued and outstanding on the date hereof and are involved on the datehereof in the management of the Company.     5. Registration Procedures. In connection with the Company’s registration obligationspursuant to Section 3 hereof, the Company shall use all reasonable efforts to effect suchregistration to permit the sale of such Registrable Securities in accordance with the intendedmethod or methods of disposition thereof, and pursuant thereto the Company will as expeditiously aspracticable:          (a) before filing a Registration Statement or Prospectus or any amendments or supplementsthereto, furnish to the Holders of the Registrable Securities covered by such RegistrationStatement and the underwriters, if any, copies of all such documents proposed to be filed, whichdocuments shall be made available for prior review by such Holders and underwriters;          (b) prepare and file with the SEC such amendments and post effective amendments to anyRegistration Statement, and such amendments or supplements to the Registration Statement orProspectus, as may be reasonably requested by any Holder of Registrable Securities or anyunderwriter of Registrable Securities or as may be required by the rules, regulations orinstructions applicable to the registration form utilized by the Company or by the Securities Actor otherwise necessary to keep such Registration Statement effective until (i) the completion bythe underwriters of the distribution pursuant to an Underwritten Offering or (ii) nine months afterthe effectiveness of any registration statement not involving an Underwritten Offering and (iii)file the Prospectus as supplemented pursuant to Rule 424 under
-4-

 
the Securities Act; and comply with the provisions of the Securities Act with respect to thedisposition of all securities covered by such Registration Statement during the foregoing period inaccordance with the intended methods of disposition by the sellers thereof set forth in suchRegistration Statement or supplement to the Prospectus;          (c) unless the Company objects in writing on reasonable grounds, if requested by the managingunderwriter or underwriters or a Holder of Registrable Securities being sold in connection with anUnderwritten Offering, immediately incorporate in a Prospectus supplement or post effectiveamendment such necessary information as the managing underwriters or the Holders of a majority innumber of the Registrable Securities being sold reasonably request to have included thereinrelating to the plan of distribution with respect to such Registrable Securities, including,without limitation, information with respect to the amount of Registrable Securities being sold tosuch underwriters, the purchase price being paid therefor by such underwriters and with respect toany other terms of the underwritten (or best efforts underwritten) offering of the RegistrableSecurities to be sold in such offering; and make all required filings of such Prospectus supplementor post effective amendment as soon as notified of the matters to be incorporated in suchProspectus supplement or post-effective amendment;          (d) at the request of any selling Holder of Registrable Securities, furnish to such sellingHolder of Registrable Securities and to each managing underwriter, without charge, at least onesigned copy of the Registration Statement and any post-effective amendment thereto, includingfinancial statements and schedules, all documents incorporated therein by reference and allexhibits (including those incorporated by reference);          (e) deliver to each selling Holder of Registrable Securities and the underwriters, if any,without charge, as many copies of the Prospectus (including each preliminary prospectus) and anyamendment or supplement thereto as such Persons may reasonably request; the Company consents to theuse of such Prospectus (or preliminary prospectus) or any amendment or supplement thereto by eachof the selling Holders of Registrable Securities and the underwriters, if any, in connection withthe offering and sale of the Registrable Securities covered by such Prospectus (or preliminaryprospectus) or any amendment or supplement thereto;          (f) make available to a representative of the Holders of a majority in number of theRegistrable Securities, any underwriter participating in any disposition pursuant to suchRegistration Statement, and any attorney or accountant retained by the sellers or underwriter, allfinancial and other records, pertinent corporate documents and properties of the Company, and causethe Company’s officers, directors and employees to supply all information reasonably requested byany such representative, underwriter, attorney or accountant in connection with the registration,with respect to each at such time or times as the Company shall reasonably determine; provided thatany records, information or documents that are designated by the Company in writing as confidentialshall be kept confidential by such Persons unless disclosure of such records, information ordocuments is required by court or administrative order;          (g) otherwise use all best efforts to comply with all applicable rules and regulations of theSEC, and make generally available to its security Holders earnings statements satisfying theprovisions of Section 11(a) of the Securities Act, no later than 30 days after the end
-5-

 
of any 12 month period (or 45 or 90 days if the end of such 12 month period coincides with theend of a fiscal quarter or fiscal year, respectively, of the Company, or such shorter period as theSEC shall require from time to time with respect to the filing by a reporting company of suchdocuments on Forms 10-Q or 10-K, respectively) (1) commencing at the end of any month in whichRegistrable Securities are sold to underwriters in an Underwritten Offering or (2) if not sold tounderwriters in such an offering, beginning with the first month commencing after the effectivedate of the Registration Statement, which statements shall cover said 12-month periods;          (h) cooperate and assist in any filings required to be made with the NASD and in theperformance of any due diligence investigation by any underwriter (including any “qualifiedindependent underwriter” that is required to be retained in accordance with the rules andregulations of the NASD);          (i) promptly prior to the filing of any document which is to be incorporated by reference intothe Registration Statement or the Prospectus (after initial filing of the Registration Statement)provide copies of such document to counsel to the selling Holders of Registrable Securities and tothe managing underwriters, if any, make the Company’s representatives available for discussion ofsuch document and make such changes in such document prior to the filing thereof as counsel forsuch selling Holders or underwriters may reasonably request.          (j) use its best efforts to register or qualify the Registrable Securities covered by saidregistration statement under the applicable securities or “blue sky” laws of such jurisdiction asany selling Holder may reasonably request;          (k) furnish to each selling holder a “signed counterpart” of: (i) an opinion of counsel forthe Company, dated the effective date of the Registration Statement; and (ii) “comfort” letterssigned by the Company’s independent public accountants who have examined and reported on theCompany’s financial statements included in the registration statement, to the extent permitted bythe standards of the American Institute of Certified Public Accountants, covering substantially thesame matters with respect to the Registration Statement (and the prospectus included therein) and(in the case of the accountants’ “comfort” letters) with respect to events subsequent to the dateof the financial statements, as are customarily covered in opinions of issuer’s counsel and inaccountants’ “comfort” letters delivered to the underwriters in underwritten public offerings ofsecurities, to the extent that the Company is required to deliver or cause the delivery of suchopinion or “comfort” letters to the underwriters in an underwritten public offering of securities;and          (l) furnish to each selling Holder a copy of all documents filed with the Commission inconnection with any such offering of securities.The Company may require each seller of Registrable Securities as to which any registration is beingeffected to furnish to the Company such information regarding such seller and the distribution ofsuch securities as the Company may from time to time reasonably request in writing.     6. Registration Expenses.
-6-

 
          (a) All expenses of the Company’s performance of or compliance with this Agreement, except (i)where the Registration Statement is terminated prior to effectiveness at the request of, orprimarily as a result of the actions of Holders whose Registrable Securities are included in suchregistration and (ii) any underwriting discounts and commissions relating to the RegistrableSecurities, shall be paid by the Company, regardless of whether the Registration Statement becomeseffective, including, without limitation:               (1) all registration and filing fees (including, without limitation, with respect to filingsrequired to be made with the NASD);               (2) fees and expenses of compliance with securities or blue sky laws (including, withoutlimitation, fees and disbursements of counsel for the underwriters in connection with blue skyqualifications of the Registrable Securities and determination of their eligibility for investmentunder the laws of such jurisdictions as the managing underwriters or Holders of RegistrableSecurities being sold may designate);               (3) printing (including, without limitation, expenses of printing or engraving certificatesfor the Registrable Securities in a Form eligible for deposit with The Depositary Trust Company andof printing prospectuses), messenger, telephone and delivery expenses;               (4) fees and disbursements of counsel for the Company but not for the selling Holders of theRegistrable Securities;               (5) fees and disbursements of all independent certified public accountants of the Company(including, without limitation, the expenses of any special audit and “cold comfort” lettersrequired by or incident to such performance);               (6) fees and disbursements of underwriters (excluding discounts, commissions or fees ofunderwriters, selling brokers, dealer managers or similar securities industry professionalsrelating to the distribution of the Registrable Securities or, except as provided in Section6(a)(4), legal expenses of any Person other than the Company);               (7) securities acts liability insurance if the Company so desires or if the underwriters sorequire;               (8) fees and expenses of other Persons retained by the Company; and               (9) fees and expenses associated with any NASD filing required to be made in connection withthe Registration Statement, including, if applicable, the fees and expenses of any “qualifiedindependent underwriter” (and its counsel) that is required to be retained in accordance with therules and regulations of the NASD.          (all such expenses being herein called “Registration Expenses”).          (b) The Company shall, in any event, pay its internal expenses (including, without limitation,all salaries and expenses of its officers and employees performing legal or accounting duties), theexpense of any annual audit, the fees and expenses incurred in connection
-7-

 
with the listing of the securities to be registered on each securities exchange on whichsimilar securities issued by the Company are then listed, rating agency fees and the fees andexpenses of any Person, including special experts, retained by the Company.     7. Indemnification.          (a) Indemnification by the Company. The Company agrees to indemnify and hold harmlesseach Holder of Registrable Securities, its officers, directors, employees and agents and eachPerson who controls such Holder within the meaning of either Section 15 of the Securities Act (eachsuch person being sometimes hereinafter referred to as an “Indemnified Holder”) from andagainst all losses, claims, damages, liabilities and expenses (including reasonable costs ofinvestigation and reasonable legal expenses) (a “Claim”) arising out of or based upon anyuntrue statement or alleged untrue statement of a material fact contained in any RegistrationStatement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectusor in any filing with any state securities commission or agency, or arising out of or based uponany omission or alleged omission to state therein a material fact required to be stated therein ornecessary to make the statements therein not misleading or any violation by the Company of any ruleor regulation promulgated under the Securities Act or any state securities laws or regulationsapplicable to the Company and relating to action or inaction required of the Company in connectionwith such registration. This indemnity shall be in addition to any liability which the Company mayotherwise have.          The foregoing notwithstanding, the Company shall not be liable to the extent that any suchClaim arises out of or is based upon a Misstatement or alleged Misstatement made in any preliminaryprospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus withor prior to the delivery of written confirmation of the sale of Registrable Securities giving riseto such Claim and (ii) the Prospectus would have corrected such untrue statement or omission.          In addition, the Company shall not be liable to the extent that any such Claim arises out ofor is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if such Misstatementor alleged Misstatement is corrected in an amendment or supplement to such Prospectus and (y)having previously been furnished by or on behalf of the Company with copies of the Prospectus as soamended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as soamended or supplemented in any case where such delivery is required by the Securities Act or anystate securities laws prior to or concurrently with the sale to the person who purchased aRegistrable Security from such Indemnified Holder and who is asserting such Claim.          The Company shall also provide customary indemnifications to underwriters, selling brokers,dealer managers and similar securities industry professionals participating in the distribution,their officers and directors and each Person who controls such Persons (within the meaning ofSection 15 of the Securities Act).          If any action or proceeding (including any governmental investigation or inquiry) shall bebrought or asserted against an Indemnified Holder in respect of which indemnity may be sought fromthe Company, such Indemnified Holder shall promptly notify the Company in
-8-

 
writing, and the Company shall assume the defense thereof, including the employment of counselreasonably satisfactory to such Indemnified Holder and the payment of all expenses of such counsel.Such Indemnified Holder shall have the right to employ separate counsel in any such action and toparticipate in the defense thereof, but the fees and expenses of such counsel shall be the expenseof such Indemnified Holder unless (a) the Company has agreed in writing to pay such fees andexpenses, (b) the Company shall have failed to assume promptly the defense of such action orproceeding or shall have failed to employ counsel reasonably satisfactory to such IndemnifiedHolder in any such action or proceeding or (c) the named parties to any such action or proceeding(including any impleaded parties) include both such Indemnified Holder and the Company, and suchIndemnified Holder shall have been advised in writing by counsel that representation of bothparties by the same counsel would be inappropriate due to actual or potential material differinginterests or conflicts between them.          The Company shall not be liable for any settlement of any such action or proceeding effectedwithout its written consent, but if settled with its written consent, or if there shall be a finaljudgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify andhold harmless such Indemnified Holders from and against any loss or liability by reason of suchsettlement or judgment, (which consent shall not be unreasonably withheld), nor shall the Companybe liable in any such case for any Claim to the extent that it arises out of or is based upon aMisstatement or alleged Misstatement that occurs in reliance upon and in conformity with writteninformation furnished expressly for use in connection with such registration by such IndemnifiedHolder.          (b) Indemnification by Holder of Registrable Securities. In the event that theCompany registers any of the Registrable Securities under the Securities Act, each Holder ofRegistrable Securities so registered agrees to indemnify and hold harmless the Company, itsdirectors and officers and each Person, if any, who controls the Company within the meaning ofeither Section 15 of the Securities Act to the same extent as the foregoing indemnity from theCompany to such Holder, but only with respect to information relating to such Holder furnished inwriting by such Holder expressly for use in any Registration Statement or Prospectus, or anyamendment or supplement thereto, or any preliminary prospectus. In case any action or proceedingshall be brought against the Company or its directors or officers or any such controlling person,in respect of which indemnity may be sought against a holder of Registrable Securities, such holdershall have the rights and duties given the Company, and the Company or its directors or officers orsuch controlling person shall have the rights and duties given to each holder, by the precedingparagraph. Notwithstanding anything to the contrary in this Section 7(b), an Indemnified Holder’sobligations hereunder shall be limited to an amount equal to the proceeds received by such Holdersold in such registration.          The Company shall be entitled to receive indemnities from underwriters, selling brokers,dealer managers and similar securities industry professionals participating in the distribution, tothe same extent as provided above with respect to information so furnished in writing by suchPersons specifically for inclusion in any Prospectus or Registration Statement or any amendment orsupplement thereto, or any preliminary prospectus.          (c) Contribution. If the indemnification provided for in this Section 7 isunavailable to an indemnified party under Section 7(a) or Section 7(b) hereof (other than by
-9-

 
reason of exceptions provided in those Sections) in respect of any Claim referred to therein,then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shallcontribute to the amount paid or payable by such indemnified party as a result of such Claim insuch proportion as is appropriate to reflect the relative fault of the Company, on the one hand,and of the Indemnified Holder, on the other hand, in connection with the statements or omissionswhich resulted in such Claim, as well as any other relevant equitable considerations.          The relative fault of the Company, on the one hand, and of the Indemnified Holder, on theother hand, shall be determined by reference to, among other things, whether the Misstatement oralleged Misstatement relates to information supplied by the Company or by the Indemnified Holderand the parties’ relative intent, knowledge, access to information and opportunity to correct orprevent such Misstatement or alleged Misstatement. The amount paid or payable by a party as aresult of the losses, claims, damages, liabilities and expenses referred to above shall be deemedto include, subject to the limitations set forth in the second paragraph of Section 7 (a) hereof,any legal or other fees or expenses reasonably incurred by such party in connection withinvestigating or defending any action or claim.          The Company and each Holder of Registrable Securities agree that it would not be just andequitable if contribution pursuant to this Section 7(c) were determined by pro rata allocation orby any other method of allocation which does not take account of the equitable considerationsreferred to in the immediately preceding paragraph.          Notwithstanding the provisions of this Section 7(c), an Indemnified Holder shall not berequired to contribute any amount in excess of the amount by which the total proceeds received bysuch Indemnified Holder from the sale of the Registrable Securities exceed the amount of anydamages which such Indemnified Holder, or its affiliated Indemnified Holders, has otherwise beenrequired to pay by reason of such Misstatement or alleged Misstatement.          No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any person who was not guilty of suchfraudulent misrepresentation.          The parties agree that the provisions of this Section 7 shall survive termination of thisAgreement.     8. Rule 144. The Company covenants that it shall file the reports required to befiled by it under the Securities Act and the Exchange Act and the rules and regulations adopted bythe SEC thereunder to the extent required from time to time to enable such holder to sellRegistrable Securities without registration under the Securities Act within the limitation of theexemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from timeto time or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request ofany holder of Registrable Securities, the Company shall deliver to such holder a written statementin reasonable detail as to whether it has complied with such information and requirements. TheCompany agrees to use its reasonable efforts to facilitate and expedite transfers of theRegistrable Securities pursuant to Rule 144 under the Securities Act, which efforts shall includetimely notice to its transfer agent to expedite such transfers of Registrable Securities.
-10-

 
     9. Participation in Underwritten Offerings. No Holder of Registrable Securities (orits successors or assigns) may participate in any Underwritten Offering hereunder, including anyoffering pursuant to Section 3 above, unless such Person (a) agrees to sell such Person’ssecurities on the basis provided in any underwriting arrangements approved by the underwriters andother Persons entitled hereunder to approve such arrangements and (b) completes and executes allquestionnaires, powers of attorney, indemnities, underwriting agreements and other documentsrequired under the terms of such underwriting arrangements.     10. Suspension of Sales. Each holder of Registrable Securities agrees by acquisitionof such Registrable Securities that, upon receipt of written notice from the Company that (i) aRegistration Statement or Prospectus contains a Misstatement or alleged Misstatement, or (ii) inthe reasonable determination of the Company, there exist circumstances not yet disclosed to thepublic which would be required to be disclosed in such Registration Statement and the disclosure ofwhich would be materially harmful to the Company, such Holder shall forthwith discontinuedisposition of Registrable Securities until such Holder is advised in writing by the Company (whichshall in no event be more than 30 days after the initial notice) that the use of the Prospectus maybe resumed and has received copies of any additional or supplemental filings which are incorporatedby reference in the Prospectus, and, if so directed by the Company, such holder shall deliver tothe Company (at the Company’s expense) all copies, other than permanent file copies then in suchholder’s possession, of the Prospectus covering such Registrable Securities current at the time ofreceipt of such notice; provided, however, that the Company shall not utilize the right providedunder this Section 10 more than once in any 12-month period.     11. Termination. Except for Section 7 hereof, this Agreement and the rights andobligations of the Company and the Holders hereunder shall terminate on the earlier of (a) thefirst date on which no Registrable Securities remain outstanding or (b) such time as all of suchremaining Registrable Securities may be sold in any consecutive three-month period in accordancewith Rule 144.     12. Miscellaneous.          (a) Governing Law; Consent to Jurisdiction. THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER AND THE INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OFCALIFORNIA (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW) APPLICABLE TO CONTRACTS EXECUTEDAND TO BE PERFORMED IN SUCH STATE. EACH PARTY HERETO CONSENTS TO THE PERSONAL JURISDICTION OF THECOURTS OF THE STATE OF CALIFORNIA IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING IN CONNECTIONWITH THIS AGREEMENT. ANY ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR ANY RIGHTARISING OUT OF THIS AGREEMENT MAY BE BROUGHT AGAINST ANY PARTY IN THE COURTS OF THE STATE OFCALIFORNIA, COUNTY OF LOS ANGELES, OR ALTERNATIVELY, IF INVOLVING RIGHTS TO INDEMNITY ORCONTRIBUTION PURSUANT TO SECTION 7 HEREOF, IN THE SAME FORUM AS THE ACTION OR PROCEEDING GIVINGRISE TO THE CLAIMS FOR INDEMNIFICATION OR CONTRIBUTION. Notwithstanding the foregoing, nothing inthis Section is intended to prevent a party from instituting an action in any
-11-

 
jurisdiction for the sole and exclusive purpose of enforcing a judgment by a court in thejurisdictions referred to in this Section.          (b) Notices. Any notices required or permitted by this Agreement shall be deemedgiven when delivered personally or sent by one party to the other in writing by registered orcertified mail, return receipt requested, addressed as follows:       Principals:         Louis J. Tavano    3061 Sheridan Street, Suite A    Las Vegas, Nevada 89102    Facsimile: (702) 368-1153         James Scott    3061 Sheridan Street, Suite A    Las Vegas, Nevada 89102    Facsimile: (702) 368-1153         Richard M. Tavano    3061 Sheridan Street, Suite A    Las Vegas, Nevada 89102    Facsimile: (702) 368-1153       with a copy (which shall not constitute notice) to:         Kirkpatrick & Lockhart Nicholson Graham LLP    10100 Santa Monica Blvd., 7th Floor    Los Angeles, CA 90067    Attention: Dennis M. P. Ehling    Facsimile: (310) 552-5001       The Company:         Youbet.com, Inc.    5901 DeSoto Avenue    Woodland Hills, California 91367    Attention: Scott Solomon    Facsimile: (818) 668-2101       with a copy (which shall not constitute notice) to:         Sheppard, Mullin, Richter & Hampton LLP    333 South Hope Street, Suite 4800    Los Angeles, California 90071    Attention: David Sands    Facsimile: (213) 443-2743
-12-

 
          Any notice pursuant to this Agreement shall be deemed to be delivered, given, and received forall purposes as of the date received; provided that notices sent by telecopy shall not be effectiveunless such notices are also sent by mail or courier as set forth herein; and provided further,that (i) mail sent via Certified Mail, Return Receipt Requested, certified fee and normal postageprepaid, shall be deemed to have been received on the earlier of actual receipt thereof or the dateof refusal or inability to deliver, indicated on the Receipt for Certified Mail and (ii) mail sentvia Federal Express or other recognized overnight courier shall be deemed delivered one (1)business day after deposit with Federal Express or such other recognized overnight courier service,charges prepaid. The above addresses may be changed from time to time by giving notice thereof inthe manner provided herein.          (c) Integration. This Agreement constitutes the complete and exclusive agreement ofthe parties with respect to the matters set forth herein. The terms of this Agreement may not bemodified except by an instrument in writing signed by all parties hereto.          (d) Closing of Purchase Agreement. The effectiveness of this Agreement is conditionedupon the Closing contemplated under the Purchase Agreement. If such Closing does not occur, thenthis Agreement is rescinded and is of no force and effect.          (e) Waiver. Waiver of the benefit of any provision hereof must be in writing to beeffective. The waiver by any party of a breach of any provision of this Agreement shall notoperate or be construed as a waiver of any subsequent breach. No action taken pursuant to thisAgreement shall be deemed to constitute a waiver by the party taking such action of compliance byany other parties with any of the covenants or other obligations contained herein.          (f) Assignability and Binding Effect. This Agreement shall be binding upon and inureto the benefit of the parties and their respective successors and assigns. The obligations of thePrincipals may not be delegated or assigned. The Company may assign this Agreement provided suchassignment is made in connection with the merger of the Company in which the Company is not thesurviving corporation or the sale of all or substantially all the assets of the Company.          (g) Headings. The captions in this Agreement are for the convenience of referenceonly and do not affect the meaning of any terms or provisions hereof.          (h) Severability. Any provision of this Agreement which is invalid or unenforceablein any jurisdiction shall be ineffective to the extent of such invalidity or unenforceabilitywithout invalidating or rendering unenforceable the remaining provisions hereof, and any suchinvalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction. Furthermore, in lieu of such invalid or unenforceableprovision, there shall be added automatically as a part of this Agreement a provision as similar interms to such invalid or unenforceable provision as may be possible and be valid and enforceable.          (i) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY,UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BYJURY
-13-

 
IN RESPECT OF ANY LITIGATION (WHETHER ARISING IN TORT OR CONTRACT) BASED ON, OR ARISING OUTOF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY PARTY OF THEIRRESPECTIVE RIGHTS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY ACTION TO RESCIND ORCANCEL THIS AGREEMENT OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLYINDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS PROVISION IS A MATERIAL INDUCEMENT TO ENTER INTOTHIS AGREEMENT.          (j) No Waiver; Cumulative Remedies. No failure or delay on the part of any party tothis Agreement in exercising any right, power or remedy hereunder shall operate as a waiverthereof; nor shall any single or partial exercise of any such right, power or remedy preclude anyother or further exercise thereof or the exercise of any other right, power or remedy hereunder.The remedies herein provided are cumulative and not exclusive of any remedies provided by law.          (k) Recovery of Fees by Prevailing Party. In the event of a lawsuit to enforce orinterpret the provisions of this Agreement, the non-prevailing party shall pay the prevailing partyreasonable attorneys’ fees and other costs and expenses in such amount as the court shalldetermine. In addition, such non-prevailing party shall pay reasonable attorneys’ fees incurred bythe prevailing party in enforcing, or on appeal from, a judgment in favor of the prevailing party.The preceding sentence is intended by the parties hereto to be severable from the other provisionsof this Agreement and to survive and not be merged into such judgment.          (l) Further Assurances. Each party agrees (i) to furnish upon request to each otherparty such further information, (ii) to execute and deliver to each other party such otherdocuments, and (iii) to do such other acts and things, all as another party may reasonably requestfor the purpose of carrying out the intent of this Agreement and the documents and transactionsreferred to in this Agreement**.**          (m) Execution in Counterparts. This Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original as against any party whose signatureappears thereon, and all of which shall together constitute one and the same instrument. Ifexecuted in multiple counterparts, this Agreement shall become binding when two or morecounterparts hereto, individually or taken together, bear the signatures of all of the partiesreflected hereon as the signatories. Facsimile counterpart signatures to this Agreement shall beacceptable at the Closing if the originally executed counterpart is delivered within a reasonabletime thereafter. Any photographic, photocopy or similar reproduction copy of this Agreement, withall signatures reproduced on one or more sets of signature pages, shall be considered for allpurposes as if it were an executed counterpart of this Agreement.***[Signature Page Follows]***
-14-

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as ofthe day and year first above written.     **     COMPANY**     **YOUBET.COM, INC.,**  a Delaware corporation         By: /s/ Victor Gallo           Name: Victor Gallo    Title: Vice President         **PRINCIPALS**         /s/ Louis J. Tavano    LOUIS J. TAVANO         /s/ James Scott    JAMES SCOTT         /s/ Richard M. Tavano    RICHARD M. TAVANO  Signature Page to