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                                                                   EXHIBIT 10.4


THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
OR, IF APPLICABLE, STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT  AS TO THIS NOTE UNDER  SAID ACT OR AN  OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO YOUBET.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


                                      NOTE
                                      ----

                  FOR VALUE RECEIVED,  Youbet.com,  Inc. a Delaware  corporation
(the  "Borrower"),  hereby  promises to pay to Richard  Gilder (the "Holder") or
order, without demand, the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000), with
interest at the rate of 10% per annum. The principal amount of the Note shall be
due and payable on February 11, 2005 (the "Maturity Date").

                  The following terms shall apply to this Note:

                                    ARTICLE I

                                     PAYMENT

                  1.1  Payment of Interest.  Interest shall be paid quarterly in
                       --------------------
arrears commencing on May 11, 2003.


                  1.3  Maturity.  On the  Maturity  Date,  the entire  principal
                       --------
amount  and any unpaid  accrued  interest  shall be paid to the  Holder  without
offset or deduction of any kind.

                  1.4  Prepayment.  Any  prepayment  shall  include  all accrued
                       ----------
interest  to the  date of such  prepayment.  This  Note may be  prepaid  without
penalty prior to the Maturity Date upon at least 15 days notice.

                                   ARTICLE II

                                EVENTS OF DEFAULT

                  2.1 Events of Default.  The occurrence of any of the following
                      -----------------
events of  default  ("Event  of  Default")  shall,  at the  option of the Holder
hereof,  make the principal  balance then remaining  unpaid hereon and all other
amounts  payable  hereunder  immediately  due and payable,  all without  demand,
presentment  or notice,  or grace  period,  all of which  hereby  are  expressly
waived, except as set forth below:


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                  (a) Failure to Pay  Principal  and/or  Interest.  The Borrower
                      -------------------------------------------
fails to pay any  installment of principal or interest  hereon when due and such
failure continues for a period of ten (10) days after the due date.

                  (b) Breach of  Covenant.  The  Borrower  breaches any material
                      --------------------
covenant or other term or condition of this Note,  the Note  Purchase  Agreement
entered into by the Holder and Borrower in connection  with this Note (the "Note
Purchase  Agreement"),  and the Intercreditors  Agreement,  each dated as of the
date hereof,  (together  with the Note  Purchase  Agreement,  collectively,  the
"Transactional  Documents") in any material respect and such breach,  if subject
to cure,  continues  for a period of ten (10) days after  written  notice to the
Borrower from the Holder.

                  (c) Breach of  Representations  and  Warranties.  Any material
                      --------------------------------------------
representation  or warranty  of the  Borrower  made herein in any  Transactional
Document shall be false or misleading in any material respect.

                  (d) Receiver or Trustee. The Borrower shall make an assignment
                      -------------------
for the benefit of creditors,  or apply for or consent to the  appointment  of a
receiver  or  trustee  for it or for a  substantial  part  of  its  property  or
business; or such a receiver or trustee shall otherwise be appointed.

                  (e)  Judgments.  Any money  judgment,  writ or  similar  final
                       ---------
process,  shall be entered or filed  against  Borrower or any of its property or
other assets for more than  $500,000,  and shall remain  unvacated,  unbonded or
unstayed for a period of forty-five (45) days.

                  (f)  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or
                       ----------
liquidation  proceedings or other proceedings or relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Borrower and if instituted  against Borrower are not dismissed within 60 days of
initiation.

                  (g) Cross  Default.  The Company  shall  default in any of its
                      ---------------
obligations  under any mortgage,  indenture or instrument,  other than the lease
for the premises  located at 5901 DeSoto  Avenue,  Woodland  Hills,  California,
under  which  there may be issued any  indebtedness  of the Company in an amount
exceeding  $500,000 and such default shall result in such indebtedness  becoming
or being declared due and payable prior to the date on which it would  otherwise
become due and payable.

                  2.2 Enforcement.  Upon the occurrence of any Event of Default,
                      -----------
the Holder may  thereupon  proceed to protect and  enforce its rights  either by
suit in  equity  and/or by  action  at law or by other  appropriate  proceedings
whether for the  specific  performance  (to the extent  permitted by law) of any
covenant or  agreement  contained  in this Note or in aid of the exercise of any
power granted in this Note, and proceed to enforce the payment of this Note held
by it, and to enforce any other legal or equitable right of such Holder.

                  2.3 Waiver;  Release. Except as expressly provided for herein,
                      ----------------
the  Company  specifically  (i)  waives  all rights it may have (A) to notice of
nonpayment,  notice of  default,  demand,  presentment,  protest  and  notice of

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protest with respect to any of the  obligations  hereunder  and (B) to notice of
acceptance  hereof or of any other action taken in reliance  hereon,  notice and
opportunity  to be heard  before the  exercise by the Holder of the  remedies of
self-help,  set-off,  or other  summary  procedures  and all other  demands  and
notices of any type or  description  except for cure periods;  and (ii) releases
the Holder, its officers,  directors,  agents,  employees and attorneys from all
claims for loss or damage caused by any act or failure to act on the part of the
Holder,  its officers,  attorneys,  agents,  directors and employees  except for
gross negligence or willful misconduct.

                  2.4 Intercreditors Agreement.  Notwithstanding anything herein
                      ------------------------
to the contrary,  all of Holder's rights hereunder shall be subject to the terms
of the  Intercreditors  Agreement dated as of the date hereof among Holder,  the
Borrower  and other  holders of notes of the Borrower of which this Note is part
of a series of notes. To the extent of any conflict  between the  Intercreditors
Agreement and this Note, the provisions of the  Intercreditors  Agreement  shall
prevail.

                                   ARTICLE III

                                  MISCELLANEOUS

                  3.1 Failure or Indulgence  Not Waiver.  No failure or delay on
                      ---------------------------------
the part of Holder  hereof in the  exercise  of any  power,  right or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  3.2  Notices.  Any notice  herein  required or permitted to be
                       -------
given  shall  be in  writing  and  may  be  personally  served  or  sent  by fax
transmission  (with copy sent by  certified or  registered  mail or by overnight
courier).  For the purposes hereof,  the address and fax number of the Holder is
as set  forth on the  first  page  hereof.  The  address  and fax  number of the
Borrower  shall  be  5901  DeSoto  Avenue,  Woodland  Hills,  California  91367,
facsimile  number:  (818)  668-2101.  Both  Holder and  Borrower  may change the
address  and fax number for  service by service of notice to the other as herein
provided.

                  3.3  Amendment  Provision.  The term "Note" and all  reference
                       --------------------
thereto,  as used  throughout  this  instrument,  shall mean this  instrument as
originally executed, or if later amended or supplemented,  then as so amended or
supplemented.

                  3.4  Assignability.  This  Note  shall  be  binding  upon  the
                       --------------
Borrower and its successors  and assigns,  and shall inure to the benefit of the
Holder and its successors and assigns, and may be assigned by the Holder.

                  3.5 Cost of  Collection.  If default is made in the payment of
                      -------------------
this Note,  Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys' fees.


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                  3.6 Maximum Payments. Nothing contained herein shall be deemed
                      ----------------
to  establish  or require the payment of a rate of interest or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

                  3.7  Governing  Law and Venue.  This Note shall be governed by
                       ------------------------
and interpreted in accordance  with the laws of the State of California  without
regard to the  principles  of conflict of laws.  In the event of any  litigation
regarding  the   interpretation   or  application  of  this  Note,  the  parties
irrevocably  consent  to  jurisdiction  in any of the  state or  federal  courts
located in the City of Los Angeles,  State of California  and waive their rights
to  object  to  venue  in any  such  court,  regardless  of the  convenience  or
inconvenience  thereof  to any party.  Service  of  process in any civil  action
relating to or arising out of this Agreement or the transaction(s)  contemplated
herein may be  accomplished  in any manner  provided by law. The parties  hereto
agree that a final, non-appealable judgment in any such suit or proceeding shall
be  conclusive  and  may be  enforced  in  other  jurisdictions  by suit on such
judgment or in any other lawful manner.

         IN WITNESS  WHEREOF,  Borrower has caused this Note to be signed in its
name by its President on this 11th day of February, 2003.

                                                     YOUBET.COM, INC.


                                                     By: /S/Charles Champion
                                                      -------------------------
                                                     Name: Charles Champion
                                                     Title:   President



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