0001362310-07-001675 Sample Contracts

August 3, 2007
Waiver of Events of Default • August 9th, 2007 • Youbet Com Inc • Services-miscellaneous amusement & recreation

Reference is hereby made to that certain Credit Agreement dated as of July 27, 2006, as amended by that certain First Amendment to Credit Agreement and Waiver dated as of March 14, 2007 (as amended, restated, supplemented, or modified from time to time, the “Credit Agreement”), by and among WELLS FARGO FOOTHILL, INC., a California corporation, as administrative agent (in such capacity, “Agent”) for the Lenders (as defined below), YOUBET.COM, INC., a Delaware corporation (“Administrative Borrower”), the other borrowers signatory thereto (the “Borrowers”) and the lenders signatory thereto (the “Lenders”). Initially capitalized terms used herein without definition shall have the meaning set forth in the Credit Agreement.

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YOUBET.COM, INC. EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 9th, 2007 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California

This Stock Option Agreement (“Agreement”) is made and entered into as of the Date of Grant indicated above by and between Youbet.com, Inc., a Delaware corporation (the “Company”), and the Participant named above.

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