Filed by Bowne Pure Compliance





Exhibit 10.6




Intellectual Property Security Agreement




This Intellectual Property Security Agreement (this “Agreement”) is made and entered into as
of December 3, 2008, by and among National City Bank, a national banking association (“Lender”),
Youbet.com, Inc., a Delaware corporation (“Youbet”), United Tote Company, a Montana corporation
(“United Tote”), and Youbet Services Corporation, a Delaware corporation (“Youbet Services”)
(Youbet, United Tote and Youbet Services are each individually a “Borrower” and collectively the
“Borrowers”).



W I T N E S S E T H:




WHEREAS, contemporaneously herewith, Lender is providing certain extensions of credit, loans
and other financial accommodations (the “Financial Accommodations”) to Borrowers pursuant to that
certain Loan and Security Agreement of even date herewith by and among Lender and Borrowers (as
amended or restated from time to time, the “Loan Agreement”) and the “Other Agreements” (as defined
in the Loan Agreement) (the Loan Agreement, together with the Other Agreements are collectively the
“Loan Documents”);



WHEREAS, pursuant to the Loan Documents, Borrowers granted to Lender a first position priority
security interest and lien in and to all of Borrowers’ assets, including, without limitation, all
Intellectual Property and all other intellectual or proprietary rights or interests of any kind,
nature or description whatsoever; and



WHEREAS, Lender is willing to provide the Financial Accommodations to Borrowers, provided,
among other things, Borrowers execute and deliver this Agreement to Lender.



NOW, THEREFORE, in consideration of the Financial Accommodations, the mutual promises and
understandings of Borrowers and Lender set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrowers covenant unto and agree
with Lender as follows:



1. Incorporation of Loan Agreement; Conflicts. The Loan Documents and the terms and
provisions thereof are hereby incorporated herein in their entirety by this reference thereto. All
terms in this Agreement, including the Schedules, which have an initial capital letter where not
required by the rules of grammar, and which are not otherwise defined herein, are used herein as
defined in the Loan Agreement. In the event of any ambiguity or conflict between the terms and
conditions of this Agreement and the terms and conditions of the Loan Documents, the terms and
conditions of the Loan Agreement shall control.



2. Grant of Security Interest. To secure the full and timely payment and performance
of the Liabilities, each Borrower hereby grants and conveys to Lender a first position priority
security interest and lien in and to all of such Borrower’s right, title and interest in and to all
of its now owned or existing and hereafter acquired or arising Intellectual Property including,
without limitation, the following (collectively the “Intellectual Property Collateral”):



A. (i) domain names, trademarks, service marks, trademark and service mark registrations and
applications therefor, including, without limitation, the trademarks, trademark registrations and
applications listed on Schedule “A”, (ii) renewals thereof, (iii) all income, royalties, damages
and payments now or hereafter due or payable under or with respect thereto, including, without
limitation, damages and payments for past or future infringements thereof, (iv) the right to sue
for past, present and future infringements thereof, (v) all goodwill thereof, and (vi) all rights
corresponding thereto throughout the world (collectively the “Trademarks”);


 


 









 





B. (i) inventions (whether patented, patentable or unpatentable and whether or not reduced to
practice), discoveries, improvements, patents, and applications therefor, including, without
limitation, the inventions and improvements claimed in connection therewith, and the patents, and
the applications listed on Schedule “B”, (ii) renewals, reissues, divisions, continuations,
allowances, adjustments, extensions, revisions, reexaminations and continuations-in-part thereof,
(iii) all income, royalties, damages and payments now or hereafter due or payable under or with
respect thereto, including, without limitation, damages and payments for past or future
infringements thereof, (iv) the right to sue for past, present and future infringements thereof;
and (v) all rights corresponding thereto throughout the world (collectively the “Patents”);



C. (i) works of authorship (whether published or unpublished), software, copyrights and
applications for registration, including, without limitation, the copyright registrations and
applications for registration listed on Schedule “C”, (ii) renewals and extensions thereof, (iii)
all income, royalties, damages and payments now or hereafter due or payable under or with respect
thereto, including, without limitation, damages and payments for past or future infringements
thereof, (iv) the right to sue for past, present and future infringements thereof, and (v) all
rights corresponding thereto throughout the world (collectively the “Copyrights”); and



D. (i) license agreements to or for all or any portion of Intellectual Property Collateral,
whether such Borrower is a licensor or licensee under any such license agreement, (ii) renewals and
restatements thereof, (iii) the right to prepare for sale, sell and advertise for sale all
“Inventory” as defined in the Loan Agreement now or hereafter owned by such Borrower and now or
hereafter covered by such licenses, (iv) all income, royalties, damages and payments now or
hereafter due or payable under or with respect thereto, including, without limitation, damages and
payments for past or future breach or violations thereof, and (v) all rights corresponding thereto
throughout the world (collectively the “Licenses”). Set forth on Schedule “D” is a listing of all
Licenses, except for the following Licenses used in the ordinary course of such Borrower’s
business: (the “Non-Scheduled Licenses”) (a) commercially available off-the-shelf software license
agreements, (b) tote contracts for systems, equipment, software and services (including Enterprise
Wagering Solution® systems), and (c) agreements for the licensing of simulcasting or wagering
rights or data and handicapping products.




E. provided that the Intellectual Property Collateral shall not include Excluded Assets.



This Agreement is made for collateral purposes only. Borrowers acknowledge and agree that upon the
occurrence and continuance of an Event of Default, and upon written notice to Borrowers, the
Intellectual Property Collateral shall be promptly conveyed to Lender without any further action by
any party, and Lender shall have the power to use and/or sell the Intellectual Property Collateral
(subject to the terms of any Licenses). Borrowers covenant and agree to execute and deliver to
Lender all agreements, instruments, documents and other written matter that Lender may reasonably
request, in form and substance reasonably acceptable to Lender, to perfect and maintain perfected
Lender’s security interest and lien in and to the Intellectual Property Collateral (to the extent
one can perfect by such agreements, instruments, documents or other written materials) and to
consummate the transactions contemplated by this Paragraph 2.


 


2









 






3. Restrictions on Future Agreements.



A. Except as permitted by the Loan Documents, Borrowers agree that until the Liabilities shall
have been paid and satisfied in full (except for those Liabilities which survive termination of the
Loan Agreement) and the Loan Documents have been terminated, Borrowers will not, without Lender’s
prior written consent, not to be unreasonably withheld, enter into any document, instrument or
agreement which is inconsistent with Borrowers’ obligations under this Agreement, except as
permitted by the Loan Documents. Except as permitted by the Loan Documents and subject to each
Borrowers’ reasonable business judgment, Borrowers further agree that they will not take any
action, or permit any action to be taken by others subject to their control, including licensees,
or fail to take any action, which would affect the validity or enforcement of the security interest
granted to Lender under this Agreement.



B. Except with regard to the Non-Scheduled Licenses, each Borrower hereby represents and
warrants to the Lender that such Borrower has not granted any license to any Person in connection
with the Intellectual Property Collateral. Each Borrower hereby covenants unto Lender that until
the Liabilities shall have been paid and satisfied in full (except for those Liabilities which
survive termination of the Loan Agreement) and the Loan Documents have been terminated, except as
expressly permitted in the Loan Documents, such Borrower shall not grant any license to any third
party in connection with the Intellectual Property Collateral without Lender’s prior written
consent, not to be unreasonably withheld.



4. Trademarks, Patents, Copyrights and Licenses. Each Borrower represents and
warrants that the Trademarks, Patents, Copyrights and Licenses listed on Schedules “A”, “B”, “C”
and “D”, respectively, constitute all of the registered Trademarks, Patents and Copyrights owned
or used by such Borrower and the Licenses (excluding, however, the Non-Scheduled Licenses) each
such Borrower is a party, grantor or beneficiary. If, prior to payment of the Liabilities in full
(except for those Liabilities which survive termination of the Loan Agreement), such Borrower shall
(i) file for or register any Trademarks, Patents or Copyrights or become a party, grantor or
beneficiary to any Licenses (excluding, however, any Non-Scheduled License), or (ii) become
entitled to the benefit of any application for or registration of any Trademark, Patent, Copyright
or License (excluding, however, any Non-Scheduled License) renewal, the provisions of Paragraph 2
above shall automatically apply thereto and such Borrower shall provide Lender with prompt notice
thereof. Borrowers hereby authorize Lender to modify this Agreement by amending Schedules “A”,
“B”, “C” and “D” to include any future Trademarks, Patents, Copyrights and/or Licenses.



5. Royalties; Term. Each Borrower hereby agrees that the use by Lender of all
Intellectual Property Collateral after the occurrence and continuance of an Event of Default as
described above shall be without any liability for royalties or other related charges from Lender
to Borrowers. The term of the security interest granted herein shall extend until the payment to
Lender of the Liabilities in full (except for those Liabilities which survive termination of the
Loan Agreement) and the termination of the Loan Documents.



6. Lender’s Right to Inspect. Subject to the Loan Documents, Lender shall have the
right to inspect Borrowers’ premises and to examine Borrowers’ books, records and operations,
including, without limitation, Borrowers’ quality control processes. Upon the occurrence and
continuance of an Event of Default, Borrowers agree that Lender shall have the right to establish
such additional product or services quality controls as Lender, in its reasonable discretion, may
deem necessary to assure maintenance of the quality of products or services provided by Borrowers
under the Intellectual Property Collateral. Except as expressly permitted in the Loan Documents,
each Borrower agrees (i) not to sell or assign its interest in, or grant any licenses under, the
Intellectual Property Collateral; (ii) to maintain the
quality of any and all products produced or services provided in connection with the
Intellectual Property Collateral consistent with the quality of said products as of the date
hereof, in Borrowers’ reasonable business judgment; and (iii) not to adversely change or alter the
quality of said products or services in any way without Lender’s prior written consent, not to be
unreasonably withheld.


 


3









 





7. Nature and Termination of Lender’s Security Interest. This Agreement is made for
collateral purposes only. Except as otherwise provided in Paragraphs 3, 6 and 13 hereof, nothing
contained herein shall be deemed to limit in any way Borrowers’ right to use the Intellectual
Property Collateral or to grant to Lender any right to use the Intellectual Property Collateral
prior to the occurrence and continuance of an Event of Default. Upon payment in full in cash of
the Liabilities in accordance with the provisions of the Loan Agreement (except for those
Liabilities which survive termination of the Loan Agreement) and the termination of the Loan
Documents, the security interest granted hereby shall automatically terminate and all rights to the
Intellectual Property Collateral shall revert to Borrowers and Lender agrees to promptly take all
actions reasonably requested by the Borrowers to evidence such release. At such time, Lender shall
authorize the filing of appropriate releases to release such security interests in the Intellectual
Property Collateral.



8. Duties of Borrowers. Borrowers shall have the duty, in its reasonable business
judgment, (i) to prosecute diligently any Trademark, Patent and Copyright registration pending as
of the date hereof or at any time hereafter, until the Liabilities shall have been paid in full
(except for those Liabilities which survive termination of the Loan Agreement), (ii) to make
applications for registration for Trademarks, Patents and Copyrights, as appropriate, and (iii) to
preserve and maintain all Intellectual Property Collateral. Any expenses incurred in connection
with such applications shall be borne by Borrowers. Subject to each Borrower’s reasonable business
judgment, Borrowers shall not abandon any material Intellectual Property Collateral (other than
patents expiring at the end of their statutory terms), without the consent of Lender.



9. Lender’s Right to Sue. Upon the occurrence and continuance of an Event of
Default, Lender shall have the right, but shall in no way be obligated, to bring suit in its own
name or in the name of a Borrower to enforce the Intellectual Property Collateral. If Lender shall
commence any such suit, Borrowers shall, at the request of Lender, do any and all acts and execute
any and all instruments, documents and agreements reasonably required by Lender to enforce such
Intellectual Property Collateral, and Borrowers shall, within thirty (30) days of receipt of a
detailed written statement setting forth such costs and expenses, reimburse and indemnify Lender
for all out-of-pocket costs, other costs and expenses incurred by Lender in the exercise of its
rights and remedies under this Paragraph 9.



10. Waivers. Lender’s failure at any time or times hereafter to require strict
performance by Borrowers of any provision of this Agreement shall not waive, affect or diminish any
right of Lender thereafter to demand strict compliance and performance therewith. Any suspension
or waiver by Lender of an Event of Default shall not suspend, waive or affect any other Event of
Default, whether same is prior or subsequent thereto and whether of the same or a different type.
None of the undertakings, agreements, warranties, covenants and representations of Borrowers
contained in this Agreement and no Event of Default by Borrowers shall be deemed to have been
suspended or waived by Lender unless such suspension or waiver is in writing signed by an officer
of Lender and directed to Borrowers specifying such suspension or waiver.



11. Severability. The provisions of this Agreement are severable, and if any clause
or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then
such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.


 


4









 





12. Modification. This Agreement cannot be altered, amended or modified in any way,
except as specifically provided in Paragraph 4 hereof or by a writing signed by the parties hereto.



13. Cumulative Remedies; Power of Attorney; Effect on Loan Agreement. All of Lender’s
rights and remedies with respect to the Intellectual Property Collateral, whether established
hereby, by the Loan Documents, by any other agreements or by law shall be cumulative and may be
exercised singularly or concurrently. Each Borrower hereby authorizes Lender to make, constitute
and appoint any officer or agent of Lender as Lender may select, in its sole discretion, as such
Borrower’s true and lawful attorney-in-fact, with power, upon the occurrence and continuance of an
Event of Default and commencement by Lender of any of its rights and remedies whatsoever, whether
pursuant to this Agreement, the Loan Documents, at law, in equity or otherwise, to (a) endorse such
Borrower’s name on all applications, documents, papers and instruments necessary or desirable for
Lender in connection with selling the Intellectual Property Collateral, (b) take any other actions
with respect to the Intellectual Property Collateral as Lender determines, (c) assign, pledge,
sell, convey or otherwise transfer title in or dispose of the Intellectual Property Collateral to
any Person as Lender may determine, and (d) grant or issue any non-exclusive license under the
Intellectual Property Collateral, to any Person; provided that, with respect to rights to use any
Trademark with products or services, Lender shall ensure that quality of such products and services
shall be equal to or better than the quality prior to the Event of Default. This power of attorney
shall be irrevocable until the Liabilities shall have been paid in full (except for those
Liabilities which survive termination of the Loan Agreement) and all financing arrangements between
Borrowers and Lender have been terminated. Each Borrower shall defend, indemnify and hold Lender
harmless from and against any and all claims of infringement or violation of any Person’s
intellectual property or proprietary rights arising from or relating to Lender’s use or license of
the Intellectual Property Collateral, if consistent with Borrowers’ prior use of such Intellectual
Property Collateral.



Borrowers acknowledge and agree that this Agreement is not intended to limit or restrict in
any way the rights and remedies of Lender under the Loan Documents, at law or in equity, but rather
is in addition to and intended to facilitate the exercise of such rights and remedies.



14. Binding Effect; Benefits. This Agreement shall be binding upon the parties hereto
and their successors and assigns, and shall inure to the benefit of Lender, its nominees,
successors and assigns.



15. Notice. Any and all notices, exercises, demands, requests, consents,
designations, waivers and other communications required or desired hereunder shall be delivered to
the parties hereto at their addresses set forth in the Loan Agreement and shall be effective as set
forth in the Loan Agreement.



16. Governing Law. This Agreement shall be deemed to have been executed and delivered
in Chicago, Illinois, and shall be governed by and construed in accordance with the internal laws
(as opposed to conflicts of law provisions) of the State of Illinois.



17. Joint and Several. All references to “Borrowers” and “Borrower” shall mean
Youbet, United Tote and Youbet Services, both individually and collectively, and jointly and
severally, and all representations, warranties, duties, covenants, agreements and obligations of
Borrowers shall be the individual and collective representations, warranties, duties, covenants,
agreements and obligations of each of Youbet, United Tote and Youbet Services.



[signature page follows]




 


5









 







IN WITNESS WHEREOF, the duly authorized officers, members or managers, as applicable, of the
parties hereto have executed this Agreement as of the date first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	Youbet.com, Inc.,

a Delaware corporation	 	 	 	United Tote Company, 

a Montana corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ James Burk
 

	 	 
	 	By:
	 	/s/ James Burk


	 	 
	 

	 	 Name: James Burk
	 	 	 	 
	 	Name: James Burk	 	 
	 

	 	Title: Chief Financial Officer
	 	 	 	 
	 	 Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Youbet Services Corporation,

a Delaware corporation	 	 	 	National City Bank,

a national banking association	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael D. Nelson
	 	 	 	By:
	 	/s/ Brian F. Hewett	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Michael D. Nelson
	 	 	 	 
	 	Name: Brian F. Hewett	 	 
	 

	 	Title: Treasurer
	 	 	 	 
	 	Title: Senior Vice President	 	 






[Signature Page to Intellectual Property Security Agreement]



 


6









 




SCHEDULE A

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT




Trademarks and Trademark Registrations



Registrations:



United Tote Company




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Registration	 
	Trademark	 	Serial No.	 	 	Filing Date	 	 	Issue Date	 	 	Number	 
	STAMPEDE	 	 	003773512	 	 	 	04/16/04	 	 	 	4/16/2004	 	 	 	003773512	 
	ADD-A-BET	 	 	78/331,458	 	 	 	11/21/2003	 	 	 	4/5/2005	 	 	 	2938996	 
	ADD-A-BET	 	 	003773462	 	 	 	04/16/2004	 	 	 	4/16/2004	 	 	 	003773462	 
	FASTBET	 	 	78/608,008	 	 	 	4/13/2005	 	 	 	1/9/2007	 	 	 	3197535	 
	ENTERPRISE WAGERING SOLUTION	 	 	78/631,812	 	 	 	5/17/2005	 	 	 	10/07/06	 	 	 	3,167,726	 
	UNITED TOTE and Logo Design	 	 	77/090,430	 	 	 	1/24/2007	 	 	 	5/6/2008	 	 	 	3,421,362	 
	UNITED TOTE SYSTEM 1000	 	 	73/698,312	 	 	 	11/30/1987	 	 	 	4/25/1989	 	 	 	1,536,143	 
	TOUCH TOTE	 	 	73/698,311	 	 	 	11/30/1987	 	 	 	4/11/1989	 	 	 	1,533,999	 





 


 









 




Youbet.com, Inc.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	Application	 	 	Registration	 	 	Registration	 
	Country	 	Title	 	Date	 	 	Number	 	 	Date	 	 	Number	 
	 
	AR
	 	YOUBET.COM	 	10-Feb-2000	 	 	2267516	 	 	28-Aug-2001	 	 	1841862	 
	AR
	 	YOUBET.COM	 	10-Feb-2000	 	 	2267517	 	 	28-Aug-2001	 	 	1841863	 
	AU
	 	YOUBET.COM	 	09-Sep-1999	 	 	806605	 	 	25-Nov-2002	 	 	806605	 
	AU
	 	YOUBET.COM & RACING HORSE DEVICE	 	09-Sep-1999	 	 	806606	 	 	29-Aug-2002	 	 	806606	 
	AU
	 	YOUBET.COM	 	09-Feb-2000	 	 	822991	 	 	30-Sep-2002	 	 	822991	 
	BR
	 	YOUBET.COM	 	11-Feb-2000	 	 	822449161	 	 	13-Dec-2005	 	 	822449161	 
	BR
	 	YOUBET.COM	 	11-Feb-2000	 	 	822449170	 	 	13-Dec-2005	 	 	822449170	 
	CN
	 	YOUBET.COM	 	12-Feb-2000	 	 	1686427	 	 	21-Dec-2001	 	 	1686427	 
	CN
	 	YOUBET.COM	 	12-Feb-2000	 	 	2020037	 	 	21-Dec-2003	 	 	2020037	 
	EM
	 	YOUBET.COM	 	09-Feb-2000	 	 	1499185	 	 	11-Apr-2001	 	 	1499185	 
	JP
	 	YOUBET.COM	 	14-Feb-2000	 	 	2000-011534	 	 	14-Feb-2000	 	 	4622618	 
	MX
	 	YOUBET.COM	 	09-Feb-2000	 	 	409810	 	 	28-Mar-2000	 	 	648020	 
	MX
	 	YOUBET.COM	 	09-Feb-2000	 	 	409811	 	 	28-Mar-2000	 	 	648021	 
	SG
	 	YOUBET.COM	 	10-Feb-2000	 	 	T00/01945H	 	 	13-Aug-1999	 	 	T00/01954H	 
	SG
	 	YOUBET.COM	 	13-Aug-1999	 	 	T00/01946F	 	 	13-Aug-1999	 	 	T00/01946F	 
	SG
	 	YOUBET.COM	 	10-Feb-2000	 	 	T00/01947D	 	 	13-Aug-1999	 	 	T00/01974D	 
	VE
	 	YOUBET.COM	 	10-Feb-2000	 	 	2000-002055	 	 	19-Nov-2001	 	 	P-234412	 
	VE
	 	YOUBET.COM	 	10-Feb-2000	 	 	2000-002048	 	 	27-Aug-2001	 	 	S-017140	 
	US
	 	YOUBET.COM	 	13-Aug-1999	 	 	75/774968	 	 	21-May-2002	 	 	2570630	 
	US
	 	YOUBET.COM	 	13-Aug-1999	 	 	75/774690	 	 	02-Jul-2002	 	 	2587113	 
	US
	 	YOUBET.COM & LOGO	 	13-Aug-1999	 	 	75/774974	 	 	21-May-2002	 	 	2570631	 
	US
	 	YOUBET.COM & LOGO	 	13-Aug-1999	 	 	75/774243	 	 	28-May-2002	 	 	2572594	 
	US
	 	YOUBET.COM HARNESS	 	11-Mar-2004	 	 	78/382828	 	 	22-Mar-2005	 	 	2935037	 
	US
	 	YOUBET.COM HARNESS & HARNESS DESIGN	 	11-Mar-2004	 	 	78/382826	 	 	22-Mar-2005	 	 	2935036	 
	US
	 	YOUBET ANYWHERE	 	11-Mar-2004	 	 	78/382800	 	 	08-Nov-2005	 	 	3014081	 
	US
	 	INSIDETRACK	 	27-Jan-2000	 	 	75/904334	 	 	10-Dec-2002	 	 	2660075	 
	US
	 	TRACKVIEW	 	03-Sep-1999	 	 	75/792343	 	 	12-Sep-2000	 	 	2385449	 
	US
	 	PLAYERS TRUST	 	06-Nov-2002	 	 	76/464743	 	 	21-Sep-2004	 	 	2887919	 
	US
	 	YOUBET EXPRESS	 	26-Jan-2001	 	 	76/199644	 	 	22-Oct-2002	 	 	2640695	 
	US
	 	 YOUBET.COM TOTALACCESS	 	20-Aug-2001	 	 	76/301518	 	 	09-Sep-2004	 	 	2882222	 
	US
	 	YOUBET MOBILE	 	26-Feb-2001	 	 	76/215225	 	 	15-Mar-2005	 	 	2933504	 
	US
	 	KING CONTEST	 	07-Aug-2006	 	 	78/946592	 	 	22-Jul-08	 	 	3474063	 
	US
	 	THE DESK JOCKEY	 	23-Oct-2000	 	 	76/150,820	 	 	6-Aug-2002	 	 	2603831	 
	US
	 	INSIDETRACK	 	27-Jan-2000	 	 	75/903,719	 	 	1-Oct-2002	 	 	2,628,807	 
	US
	 	MAKE THE BET. FEEL THE RUSH. ALL ONLINE.	 	3-Sep-1999	 	 	75/792,809	 	 	15-Oct-2002	 	 	2,635,987	 
	US
	 	YOUBET.COM	 	13-Aug-1999	 	 	75/774,832	 	 	14-Nov-2000	 	 	2,570,629	 
	US
	 	YOUBET.COM	 	13-Aug-1999	 	 	75/774,242	 	 	28-May-2002	 	 	2,572,593	 
	US
	 	YOU BET	 	15-Feb-1996	 	 	75/058,267	 	 	12-May-1998	 	 	2,157,307	 
	US
	 	YOU BET	 	15-Feb-1996	 	 	75/058,259	 	 	19-Nov-2002	 	 	2,652,085	 






 


 









 





Applications:




United Tote Company




	 	 	 	 	 
	Trademark	 	Serial No.	 	Filing Date
	ENTERBET
	 	77/090,452	 	1/24/2007
	UNITED TOTE and Logo Design
	 	2,760,567 (9)	 	7/24/2007
	 
	 	2,760,568 (41)	 	 
	 
	 	2,760,569 (42)	 	 
	UNITED TOTE and Logo Design
	 	829249184 (41)
829249192 (42)
829249206 (9)	 	7/24/2007
	UNITED TOTE and Logo Design
	 	4-2007-007829	 	7/23/2007
	UNITED TOTE and Logo Design
	 	7/23/2007	 	7/23/2007





Youbet.com, Inc.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Application	 	 	Application	 	 	 	 
	Title	 	Date	 	 	Number	 	 	Status	 
	 
	YOU IN?
	 	30-Sep-2008	 	 	77/582761	 	 	Pending
	YOUBET ADVANTAGE
	 	31-May-2006	 	 	78/897492	 	 	Published
	IRACENOW
	 	27-May-2005	 	 	4683347	 	 	Pending






 


 









 




SCHEDULE B

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT




Patents and Patent Registrations




United Tote Company




	 	 	 	 	 
	Title	 	Serial. No.	 	Filing Date
	METHODS OF PARI-MUTUEL WAGERING BASED UPON FIXED ODDS AND/OR SHARE PURCHASE

	 	10/690,474
	 	10/21/2003
	METHODS OF PARI-MUTUEL WAGERING BASED UPON FIXED ODDS AND/OR SHARE PURCHASE

	 	2004283700

(based on

10/690,474)
	 	10/20/2004
	METHODS OF PARI-MUTUEL WAGERING BASED UPON FIXED ODDS AND/OR SHARE PURCHASE

	 	2,549,012

(based on

10/690,474)
	 	10/20/2004
	METHODS AND SYSTEMS FOR CONDUCTING PARI-MUTUEL WAGERS

	 	10/704,533
	 	11/7/2003
	METHODS AND SYSTEMS FOR PRESENTING PARI-MUTUEL BETTING OPTIONS AND CONSTRUCTING WAGERS

	 	10/727,154
	 	12/2/2003
	SYSTEMS AND METHODS FOR ACCESSING, MANIPULATING AND USING FUNDS ASSOCIATED WITH PARI-MUTUEL WAGERING

	 	10/731,701
	 	12/8/2003
	METHODS AND SYSTEMS FOR COMMUNICATING PARIMUTUEL WAGER DETAILS AND RESULTS

	 	10/987,953
	 	11/12/2004
	METHOD AND SYSTEM FOR VIEWING IMAGES OF A PARI-MUTUEL GAMING ACTIVITY

	 	10/923,193
	 	8/19/2004
	METHOD AND APPARATUS FOR ENHANCING A WAGERING EXPERIENCE USING A WAGERING TERMINAL ADAPTABLE TO A SELF-SERVICE
MODE

	 	11/005,810
	 	12/7/2004
	METHOD AND APPARATUS FOR ENHANCING A WAGERING EXPERIENCE USING A WAGERING TERMINAL ADAPTABLE TO A SELF-SERVICE MODE

	 	2,593,181

(based on

10/005,810)
	 	12/02/2005
	METHOD AND APPARATUS FOR ENHANCING A WAGERING EXPERIENCE USING A WAGERING TERMINAL ADAPTABLE TO A SELF-SERVICE MODE

	 	1-2007-501186

(based on

10/005,810)
	 	12/02/2005
	METHODS AND SYSTEMS FOR CONDUCTING PARI-MUTUEL WAGERS

	 	10/982,546
	 	11/5/2004
	METHODS AND SYSTEMS FOR CONDUCTING PARI-MUTUEL WAGERS

	 	2004290395

(based on

10/982,546)
	 	11/05/2004
	METHODS AND SYSTEMS FOR CONDUCTING PARI-MUTUEL WAGERS

	 	2,547,500

(based on

10/982,546)
	 	11/05/2004
	METHODS AND SYSTEMS FOR PRESENTING PARI-MUTUEL BETTING OPTIONS AND CONSTRUCTING WAGERS

	 	11/001,578
	 	12/1/2004
	METHODS AND SYSTEMS FOR PRESENTING PARI-MUTUEL BETTING OPTIONS AND CONSTRUCTING WAGERS

	 	2004297887

(based on

11/001,578)
	 	12/01/2004
	METHODS AND SYSTEMS FOR PRESENTING PARI-MUTUEL BETTING OPTIONS AND CONSTRUCTING WAGERS

	 	2,547,447

(based on

11/001,578)
	 	12/01/2004
	METHODS AND SYSTEMS FOR PRESENTING PARI-MUTUEL BETTING OPTIONS AND CONSTRUCTING WAGERS

	 	04812555.3

(based on
11/001,578)
	 	12/01/2004
	SYSTEMS AND METHODS FOR ACCESSING, MANIPULATING AND USING FUNDS ASSOCIATED WITH PARI-MUTUEL WAGERING

	 	11/083,792
	 	3/17/2005
	METHODS AND SYSTEMS FOR CONDUCTING A CONTEST WAGERING ACTIVITY

	 	11/079,923
	 	3/14/2005
	SYSTEMS AND METHODS FOR ACCESSING, MANIPULATING AND USING FUNDS ASSOCIATED WITH LOTTERY-TYPE GAMES

	 	11/223,217
	 	9/9/2005
	SYSTEMS AND METHODS FOR ACCESSING, MANIPULATING AND USING FUNDS ASSOCIATED WITH LOTTERY-TYPE GAMES

	 	2006302916

(based on

11/223,217)
	 	09/07/2006
	SYSTEMS AND METHODS FOR ACCESSING, MANIPULATING AND USING FUNDS ASSOCIATED WITH LOTTERY-TYPE GAMES

	 	2,621,193

(based on

11/223,217)
	 	09/07/2006
	SYSTEMS AND METHODS FOR ACCESSING, MANIPULATING AND USING FUNDS ASSOCIATED WITH LOTTERY-TYPE GAMES

	 	2008-7008526

(based on

11/223,217)
	 	09/07/2006
	METHODS AND SYSTEMS FOR PROVIDING ENHANCED VALUE OF LOTTERY-TYPE TICKETS

	 	11/267,012
	 	11/4/2005
	METHODS AND SYSTEMS FOR PROVIDING ENHANCED VALUE OF LOTTERY-TYPE TICKETS

	 	2006291279

(based on

11/267,012)
	 	09/07/2006
	METHODS AND SYSTEMS FOR PROVIDING ENHANCED VALUE OF LOTTERY-TYPE TICKETS

	 	2,621,954

(based on

11/267,012)
	 	09/07/2006
	METHODS AND SYSTEMS FOR PROVIDING ENHANCED VALUE OF LOTTERY-TYPE TICKETS

	 	2008-7008499

(based on

11/267,012)
	 	09/07/2006







 














 





Youbet.com, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	Application	 	 	 
	Country	 	Title	 	Date	 	Number	 	Status	 
	US
	 	MULTIPLE RACE TRACK ONLINE WAGERING WORKSPACE AND DATA PREPARATION AND DELIVERY METHOD	 	14-Sep-2004	 	10/940865	 	Published
	US
	 	SYSTEM AND METHODS OF CALCULATING GROWTH OF SUBSCRIBERS AND INCOME FROM SUBSCRIBERS	 	21-Mar-2006	 	11/277100	 	Published
	US
	 	METHOD FOR PERMITTING CANCELLATION OF A WAGER	 	14-Apr-2006	 	11/279834	 	Published
	US
	 	ONLINE WAGERING - PLAYER REWARDS MODEL	 	09-Mar-2007	 	11/684295	 	Published






 


 









 





SCHEDULE C

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT




Copyrights and Copyright Applications




None.




 


 









 







SCHEDULE D

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT




License Agreements



ODS Technologies, L.P., ODS Properties, Inc. and Youbet.com, Inc., dated May 18, 2001.