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EXHIBIT 10.6




AMENDMENT TO LEASE




     THIS AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of
this 8th day of September, 2003, by and between RONALD G. COX, Trustee of THE R.G.
COX
REVOCABLE TRUST (“Lessor”), and YOUBET.COM, INC., a Delaware corporation
(“Lessee”),
with respect to the following recitals of fact:



     A. Lessor and Lessee are parties to that certain Standard
Industrial/Commercial Single-
Tenant Lease-Gross dated as of March 11, 2000, as amended by letter agreement
dated as of
September 11, 2000 (as amended, the “Lease”), whereby Lessee leases from Lessor
certain real
property located at 5901 DeSoto Avenue, Woodland Hills, California and more
particularly
described in said Lease (the “Premises”). All terms used herein that begin
with capital letters shall
have the same meanings as are ascribed to such terms in the Lease, unless such
terms are
otherwise expressly defined herein.



     B. The parties desire by this Amendment to amend the Lease upon the terms
and
conditions hereinafter more particularly set forth.



     NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the
parties, Lessor and Lessee do hereby agree as follows:



     1. Paragraph 53.3 of the Lease is hereby amended by adding the following
immediately
after the last sentence of said Paragraph 53.3:


“Notwithstanding the foregoing, in lieu of providing a renewal, extension
or
replacement Letter of Credit as provided above, Lessee may provide Lessor
with a Letter of Credit which specifies that the expiration date thereof
shall
be automatically extended for additional successive periods of one year
each from the original expiration date and each future expiration date,
unless
the issuer has notified the beneficiary in writing not less than sixty
(60) days
before any such expiration date that the issuer elects not to renew such
Letter of Credit (with any such written notification to be sent via
certified
mail). The issuer’s giving of any notice to the beneficiary that the
issuer
elects not to renew or extend such Letter of Credit (or any “Substitute
Letter
of Credit” thereafter provided by Lessee as hereinafter set forth) shall
constitute a Default under this Lease unless, within ten (10) days after
Lessor gives written notice thereof to Lessee, Lessee shall provide to
Lessor
(a) another replacement Letter of Credit that satisfies the requirements
of the
foregoing sentence and all other provisions of this Lease applicable to
the
issuance of a Letter of Credit (the “Substitute Letter of Credit”), and
(b) the
written consent of the issuer of the Substitute Letter of Credit to the
assignment by Lessor to Lessor’s lender of Lessor’s rights to the proceeds
of
any draw upon the Substitute Letter of Credit (the “Issuer’s Consent”),
which
Substitute Letter of Credit and Issuer’s Consent shall be in form and
content
satisfactory to Lessor and Lessor’s lender. Upon any such Default, Lessor
(or its lender, if such lender is the beneficiary) shall have the
immediate
right, without notice to Lessee, to draw upon such Letter of Credit (or
Substitute Letter of Credit, as the case may be), and the funds received
shall
be applied and retained by Lessor as provided above. No such drawing by


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 Lessor (or its Lender) shall relieve or release Lessee from its obligation
to
furnish a renewal, extension or replacement Letter of Credit.”




     2. Upon the occurrence of both (A) Lessee’s providing to Lessor and
Lessor’s new
lender, Washington Mutual Bank, F.A. (“Washington Mutual”), a replacement
Letter of Credit
satisfactory to Lessor and Washington Mutual and all other items requested by
Washington Mutual
and/or Lessor in connection with the refinancing of Lessor’s mortgage loan
pertaining to the
Premises (the “Washington Mutual Refinancing”), including but not limited to
(i) an Assignment of
Proceeds, with the Issuer’s Consent thereto executed by the issuer of such
replacement Letter of
Credit, (ii) an executed Tenant Estoppel Certificate, and (iii) an executed and
acknowledged
Subordination, Attornment and Non-Disturbance Agreement, all in form and
content acceptable to
Lessor and Washington Mutual, and (B) the consummation of the Washington Mutual
Refinancing,
Lessor shall authorize and instruct Lessor’s current mortgage lender, Citibank
Commercial Real
Estate or its affiliate (“Citibank”), to return to Lessee the cash proceeds of
the drawing of the original
Letter of Credit that was previously issued by Bank of America, N.A., which
proceeds are now held
by Citibank, exclusive of any interest which may have been earned thereon at
any time (which shall
be retained by Lessor), less the amount of any fees or charges (including but
not limited to wire
transfer fees) which have been or may be charged by Citibank (or its
predecessor, California
Federal Bank) or Washington Mutual for the drawing upon said original Letter of
Credit or the
holding or return of the proceeds thereof (the “Net Proceeds”). The foregoing
is not intended to
provide any assurance to Lessee that any portion of the Net Proceeds would be
returned to Lessee
if the Washington Mutual Refinancing is not consummated for any reason.
However, if the
Washington Mutual Refinancing is not consummated within thirty (30) days after
the date hereof,
Lessor will cause to be returned to Lessee such replacement Letter of Credit
and any of the other
items listed above which may have been provided by Lessee (other than the Net
Proceeds), and
this Amendment shall be of no further force or effect. Lessee further
acknowledges that in order to
procure the return of the Net Proceeds to Lessee, Lessee will be required to
execute such further
written instructions or authorizations as Citibank and/or Washington Mutual may
require, and the
return of the Net Proceeds to Lessee is contingent upon Lessee doing so.



     3. The replacement Letter of Credit referred to in Paragraph 2 above shall
have an
initial expiration date of March 28, 2004, and shall provide for automatic
annual extensions of the
expiration date for successive periods of one year each. Such replacement
Letter of Credit shall be
in the amount of Seven Hundred Five Thousand Seventy-One Dollars ($705,071),
reducing by One
Hundred Seven Thousand Eight Hundred Sixty-Seven Dollars ($107,867) on the day
after the
original March 28, 2004 expiration date and each annual expiration date
thereafter.



     4. This Amendment may be executed in any number of original counterparts.
Any such
counterpart, when executed, shall constitute an original of this Amendment and
all such
counterparts together shall constitute one and the same agreement.



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     5. Except as amended above, the Lease shall be and remain unmodified and
in full
force and effect.



     IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of
the date
first set forth above.



	 	 	 	 	 	 	 
	LESSEE:

	 	 	 	 
	 	LESSOR:
	 
	 	 	 	 	 	 
	YOUBET.COM, INC.,

a Delaware corporation	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	RONALD G. COX, Trustee of

THE R.G. COX REVOCABLE TRUST
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	

	 	
 	 	 	 	 
	Print Name:
	 	 	 	 	 	 
	

	 	
 	 	 	 	 
	Title:
	 	 	 	 	 	 
	

	 	
 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	

	 	
 	 	 	 	 
	Print Name:
	 	 	 	 	 	 
	

	 	
 	 	 	 	 
	Title:
	 	 	 	 	 	 
	

	 	
 	 	 	 	 








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