0000950129-06-001398 Sample Contracts

Manufacturers and Traders Trust Company] February 9, 2006
Youbet Com Inc • February 13th, 2006 • Services-miscellaneous amusement & recreation • Maryland

Pursuant to a Credit Agreement dated September 5, 2003, as amended by a First Amendment dated January 4, 2005, a Second Amendment dated June 13, 2005, a Third Amendment dated August 22, 2005, and a Fourth Amendment dated November 23, 2005 (as so amended, the “Credit Agreement”) by and among United Tote Company (“Borrower”) and Manufacturers and Traders Trust Company (“Lender”), Lender has made certain loans and financial accommodations available to Borrower. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

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STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York

THIS STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is made as of February 10, 2006, by and among Youbet.com, Inc., a Delaware corporation (the “Corporation”), and UT Group, LLC, a Delaware limited liability company (the “Holder”).

CREDIT AGREEMENT MARYLAND
Credit Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Maryland

Borrower:United Tote Company a(n)o individualþ corporationo general partnershipo limited liability companyo organized under the laws of Montana having its chief executive office at 11505 Susquehanna Trail, Glen Rock, Pennsylvania

THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York

portions of the Escrow Funds in an account maintained by the Escrow Agent (the “Escrow Account”); and (iii) invest and disburse the Escrow Funds, in each case in accordance with the terms and conditions of this Agreement.

MANAGEMENT RETENTION AGREEMENT
Management Retention Agreement • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • New York

THIS MANAGEMENT RETENTION AGREEMENT (this “Agreement”) is entered into as of February 10, 2006, by and among Youbet.com, Inc., a Delaware corporation (“Youbet”), UT Group, LLC, a Delaware limited liability company (“Seller”), Joe Tracy (“Tracy”) and Terry Woods (“Woods” and together with Tracy, the “Executives”).

CONTINUING GUARANTY (Business Organization) Maryland
Continuing Guaranty • February 13th, 2006 • Youbet Com Inc • Services-miscellaneous amusement & recreation • Maryland
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