YOUBET COM INC
EXHIBIT 10.27
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<TYPE>EX-10.27
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<FILENAME>a2056687zex-10_27.htm
<DESCRIPTION>EXHIBIT 10.27
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="ke1672_exhibit_10.27"> </A>
<A NAME="toc_ke1672_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT 10.27    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ke1672_license_and_content_agreement"> </A>
<A NAME="toc_ke1672_2"> </A>
<BR></FONT><FONT SIZE=2><B>LICENSE AND CONTENT AGREEMENT    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This License and Content Agreement ("Agreement") is entered into on this 18th day of May, 2001 ("Effective Date") by and between ODS Technologies, L.P., a
limited partnership organized and existing under the laws of the State of Delaware, and ODS Properties,&nbsp;Inc., a corporation organized and existing under the laws of the State of Delaware, each
with a place of business at 12421 West Olympic Boulevard, Los Angeles, CA 90064 (collectively, the "TVG Parties"), and Youbet.com,&nbsp;Inc. ("UBET"), a corporation organized and existing under the
laws of the State of Delaware, with a place of business at 5901 DeSoto Avenue, Woodland Hills, CA 91367 (collectively, the "Parties"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the TVG Parties are engaged in the research, design and development of interactive wagering systems; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the TVG Parties own certain intellectual property rights relating to interactive wagering systems, and have certain rights with respect to horse race simulcast audio and
video content and pari-mutuel wagering on horse races; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the TVG Parties desire to grant and UBET desires to accept non-exclusive licenses and rights with respect to such intellectual property rights, simulcast audio
and video content and pari-mutuel wagering on horse races in accordance with the terms, covenants and conditions herein specified and all applicable laws and regulations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the terms, covenants and conditions contained in this Agreement, the Parties agree as follows: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ke1672_section_1_#151;definitions"> </A>
<A NAME="toc_ke1672_3"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 1&#151;DEFINITIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;As used herein, the following terms shall have the meanings set forth below: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.1&nbsp;"Affiliate"
means, with respect to any person or entity, any other person or entity that, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such person or entity, whether through ownership of voting securities or otherwise. For purposes hereof, control shall mean with respect to any person or
entity, any other person or entity that has the ability to elect a majority of such person's or entity's board of directors or similar governing body or the ability (by contract, share ownership or
otherwise) to direct the policies and management of such person or entity. Notwithstanding the foregoing, in no event shall the TVG Parties be considered an Affiliate of UBET for purposes of this
Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.2&nbsp;"Business
Day" means any day other than a day which is a Saturday, Sunday or United States federal legal holiday or federal bank holiday. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.3&nbsp;"Host
Track Fee" means the fee payable to the racing association sponsoring the race on which an account wager is accepted, generally 1.5% to 3.0% of handle. The
Host Track Fees currently in effect are listed in Schedule&nbsp;1.3 attached hereto. The TVG Parties may amend Schedule&nbsp;1.3 from time to time through written notice to UBET; provided,
however, that, with the exception of Breeders Cup races, the Host Track Fee, when added to the amount payable hereunder to TVG Parties, shall not exceed 8.5% of the handle. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.4&nbsp;"Interactive
Television User Interfaces" means interactive wagering user interfaces implemented using systems, networks or equipment that provide television
programming (either alone or in combination with other services) to viewers, including cable television systems, satellite television systems, cable set-top boxes, satellite integrated
receiver-decoders, televisions and television program recording devices. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.5&nbsp;"IVR
User Interfaces" means interactive voice response systems through which users communicate with a Wagering Transaction Management System using conventional
telephones over the public switched telephone network to interactively place account wagers on horse races. </FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;1.6&nbsp;"Ladbroke" means, collectively, Ladbroke USA, Ladbroke Racing Corp., Ladbroke Pennsylvania,&nbsp;Inc., Mountain Laurel Racing,&nbsp;Inc., Washington Trotting
Association,&nbsp;Inc., and their respective Affiliates, successors and assigns, including, without limitation, Magna Entertainment Corp. and its Affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.7&nbsp;"Licensed
Interactive Wagering Systems" means: (i)&nbsp;IVR User Interfaces operated by and for the benefit of UBET; (ii)&nbsp;Personal Computer User Interfaces
operated by and for the benefit of UBET; and (iii)&nbsp;Operator Assisted User Interfaces operated by and for the benefit of UBET. Expressly excluded from the definition of Licensed Interactive
Wagering Systems are (i)&nbsp;Interactive Television User Interfaces, and (ii)&nbsp;systems that use wireless communications technology in connection with wagering, unless otherwise agreed in
writing by the TVG Parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.8&nbsp;"Licensed
Territory" means the United States, its territories, and its possessions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.9&nbsp;"NTRA"
means the National Thoroughbred Racing Association and any of its Affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.10&nbsp;"Operator
Assisted User Interfaces" means systems through which users communicate with a live telephone operator to place account wagers on horse races using a
Wagering Transaction Management System. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.11&nbsp;"Personal
Computer User Interfaces" means interactive wagering user interfaces running on desk-top or lap-top personal computers that
communicate with a Wagering Transaction Management System via the Internet (including virtual private networks) to effectuate interactive account wagers on horse races. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.12&nbsp;"Positive
Cash Flow" means, for any period, the positive difference between (i)&nbsp;the gross cash receipts of UBET and its consolidated subsidiaries for such
period from all sources; </FONT><FONT SIZE=2><I>minus</I></FONT><FONT SIZE=2>, (ii)&nbsp;the gross cash expenditures of UBET for operational purposes for such period, which shall specifically
exclude, without limitation, (A)&nbsp;all capital expenditures, (B)&nbsp;all tax and interest expenses, (C)&nbsp;all depreciation, amortization and other non-cash charges, and
(D)&nbsp;expenditures made from previously established reserves, determined in accordance with generally accepted accounting principles consistently applied. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.13&nbsp;"Source
Market Fee" means the fee payable to the various participants of the horse racing industry (e.g., racing associations, horse owners, etc.) in the state
where the account holder resides, generally the remainder of the takeout or commission on a wager less the Host Track Fee and the fee payable to the TVG Parties set forth in Section&nbsp;4.1(d). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.14&nbsp;"TVG
Designated Non-exclusive Tracks" means the four horse race tracks listed in Schedule&nbsp;1.14 attached hereto with which the TVG Parties have a
non-exclusive relationship with respect to account wagering. Except as provided in the last sentence of this Section&nbsp;1.14, Schedule&nbsp;1.14 may be modified by the TVG Parties
through written notice provided to UBET once each calendar year (including once in the calendar year 2001). Each such modification shall be effective for the calendar year following the calendar year
in which such modification was made. In the event that in any given year the TVG Parties' non-exclusive relationship with a race track now or in the future listed in Schedule&nbsp;1.14
terminates, the TVG Parties may immediately modify Schedule&nbsp;1.14 to replace that race track with another non-exclusive race track, which modification shall be effective upon written
notice to UBET. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.15&nbsp;"TVG
Exclusive Tracks" means the race tracks listed on Schedule&nbsp;1.15 attached hereto. In addition, all race tracks owned, controlled or operated by Magna
Entertainment,&nbsp;Inc. or any of its Affiliates shall be deemed TVG Exclusive Tracks if the TVG Parties reach an agreement with Magna Entertainment,&nbsp;Inc. or any of its Affiliates that
allows the TVG Parties to simulcast and take account wagers on races conducted at such race tracks, regardless of whether such agreement is exclusive or non-exclusive, effective as of the
date such agreement becomes effective. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;1.16&nbsp;"TVG Patent Rights" means the U.S. patents owned by the TVG Parties that are listed in Schedule&nbsp;1.16 attached hereto, and any U.S. patents issued to the TVG
Parties during the Term of this Agreement that include claims in the field of use of the Licensed Interactive Wagering Systems. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.17&nbsp;"UBET
Patent Rights" means any and all patents, utility models and other patent rights of any kind under the laws of all countries in the world, including reissues
and reexaminations thereof, and applications and provisional applications for any of the foregoing, including any divisions, continuations and continuations in part, now owned or acquired during the
Term of this Agreement by UBET or its Affiliates, or any and all patented intellectual property under which UBET or its Affiliates has or will have the right to grant licenses. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.18&nbsp;"Wagering
Transaction Management System" means a system for managing and processing interactive horse race wagering transactions and/or maintaining
end-user horse race wagering accounts. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.19&nbsp;Terms
Generally. The definitions in this Section&nbsp;1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without
limitation". All references herein to Articles, Sections, Attachments and Schedules shall be deemed references to the Articles of, Sections of, and Attachments and Schedules to, this Agreement unless
the context shall otherwise require. Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business") shall be interpreted as a reference to a calendar
day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be
deferred until, or may be taken or given on, the next Business Day. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ke1672_section_2_#151;patent_licenses_and_release"> </A>
<A NAME="toc_ke1672_4"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 2&#151;PATENT LICENSES AND RELEASE    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.1&nbsp;The
TVG Parties hereby grant to UBET a non-exclusive license under the TVG Patent Rights, without the right to grant sublicenses, to make and use within
the Licensed Territory during the Term of this Agreement, Licensed Interactive Wagering Systems to accept and process account wagers through a Wagering Transaction Management System operated by and
for the benefit of UBET within the State of Oregon or such other state(s) approved in writing by the TVG Parties (which approval shall not be unreasonably withheld); provided, however, that no right
or license is granted to UBET in this Section&nbsp;2.1 with respect to account wagering activities conducted through or in connection with Ladbroke (including its successor(s) in interest). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.2&nbsp;The
TVG Parties hereby grant to UBET a non-exclusive license under the TVG Patent Rights, without the right to grant sublicenses, to make and use within
the Licensed Territory during the Term of this Agreement, Licensed Interactive Wagering Systems to accept and process account wagers through a Wagering Transaction Management System operated by any
entity other than UBET; provided, however, that the license granted in this Section&nbsp;2.2 shall be subject to the TVG Parties' prior written approval of any entity operating a Wagering
Transaction Management System, which approval may be granted or withheld in the TVG Parties' sole discretion. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.3&nbsp;UBET
hereby grants to the TVG Parties under the UBET Patent Rights a perpetual, irrevocable, world-wide, royalty-free,
non-exclusive license, with the right to grant sublicenses, to make, have made, use, sell, offer to sell, import, and otherwise dispose of the inventions disclosed and claimed therein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.4&nbsp;The
TVG Parties hereby release UBET and its current Affiliates from all claims, demands and rights of action that the TVG Parties may have on account of any
infringement or alleged infringement of any of the TVG Patent Rights based on the manufacture and use of Licensed Wagering Systems by UBET or its current Affiliates prior to the Effective Date. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ke1672_section_3_#151;simulcast_rights"> </A>
<A NAME="toc_ke1672_5"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 3&#151;SIMULCAST RIGHTS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.1&nbsp;The
TVG Parties hereby grant to UBET a non-exclusive right to: (i)&nbsp;provide within the Licensed Territory during the Term of this Agreement, live
streaming online simulcast audio and video content of live horse races conducted at the TVG Exclusive Tracks through Personal Computer User Interfaces licensed hereunder through which
end-users may place account wagers on such live horse races conducted at the TVG Exclusive Tracks, which account wagers are accepted or processed through a Wagering Transaction Management
System operated by and for the benefit of UBET in the State of Oregon or such other state(s) approved in writing by the TVG Parties (which approval shall not be unreasonably withheld), to the extent
that the TVG Parties have the right to grant such simulcast audio and video content rights; and (ii)&nbsp;accept and process account wagers on live horse races conducted at the TVG Exclusive Tracks
placed using Licensed Interactive Wagering Systems through a Wagering Transaction Management System operated by and for the benefit of UBET in the State of Oregon or such other state(s) approved in
writing by the TVG Parties (which approval shall not be unreasonably withheld), to the extent that the TVG Parties have the right to grant such account wagering rights; provided, however, that no
right or license is granted to UBET in this Section&nbsp;3.1 with respect to account wagering activities conducted through or in connection with Ladbroke. Expressly excluded from this Agreement is
any grant of rights with respect to programming on the TVG Network or any other programming produced by or for the TVG Parties or their Affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.2&nbsp;To
the extent the TVG Parties have the right to grant the simulcast audio and video content rights granted in Section&nbsp;3.1, such simulcast audio and video
content provided to UBET (if provided by the TVG Parties) shall be: (i)&nbsp;the same as that provided to the TVG Parties pursuant to the applicable agreement between the TVG Parties and the
applicable racing association or other participant of the horse racing industry; and (ii)&nbsp;made available to UBET at substantially the same time such simulcast audio and video content is made
available to the TVG Parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.3&nbsp;The
TVG Parties shall make available to UBET such racing information, including odds, scratches, changes, racecards and post times as the TVG Parties receive from
the TVG Exclusive Tracks, at substantially the same time such information is made available to the TVG Parties, to the extent that the TVG Parties have the right to make such information available to
UBET. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.4&nbsp;If
UBET shall be unable to receive streaming online simulcast audio and video content from any TVG Exclusive Track as contemplated by Section&nbsp;3.1 hereof
because of a breach by a third party of any agreement between any TVG Party and any third party, then the TVG Parties shall use their commercially reasonable efforts, in the TVG Parties' reasonable
judgment after taking into account the business interests of the TVG Parties, and in consultation with UBET, to restore UBET's ability to provide streaming online simulcast audio and video content and
accept and process account wagers as contemplated by Section&nbsp;3.1 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.5&nbsp;The
TVG Parties shall use commercially reasonable efforts to assist UBET to obtain the simulcast audio and video content (as set forth in Sections 3.1 and 3.2) and
the information (as set forth in Section&nbsp;3.3) directly from the TVG Exclusive Tracks and to interact directly with the TVG Exclusive Tracks to accept and process wagers (solely in accordance
with the terms and conditions of this Agreement). UBET shall be solely responsible for all costs associated with implementing any of the systems contemplated by this Agreement, including any equipment
used to receive and process such simulcast audio and video content and information, and to accept and process wagers. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ke1672_section_4_#151;consideration"> </A>
<A NAME="toc_ke1672_6"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 4&#151;CONSIDERATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.1&nbsp;In
consideration for the rights and licenses granted by the TVG Parties to UBET herein, UBET shall: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;provide
to the TVG Parties upon signing of this Agreement, the Initial Warrant as defined in, and in accordance with the terms and conditions of, the Warrant
Issuance Agreement dated on the Effective Date (the "Warrant Issuance Agreement"); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;provide
to the TVG Parties, the Additional Warrant as defined in, and in accordance with the terms and conditions of, the Warrant Issuance Agreement; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;pay
to the TVG Parties transaction fees as follows: (i)&nbsp;with respect to account wagers accepted or processed through a Wagering Transaction Management System
operated by a party other than Ladbroke, commencing at such time as UBET shall commence accepting or processing account wagers using a Licensed Interactive Wagering System operated by UBET, UBET shall
charge each wagering account subscriber on such a system a transaction fee of $.25 per wager transaction, of which the first $3.00 received from each subscriber per month shall be retained by UBET,
the next $3.00 shall be paid to the TVG Parties, and any remaining amounts shall be split equally between UBET and the TVG Parties; (ii)&nbsp;with respect to account wagers accepted or processed
through a Wagering Transaction Management System operated by Ladbroke, commencing upon the earlier of (i)&nbsp;such time as UBET shall commence accepting or processing account wagers using a
Licensed Interactive Wagering System operated by UBET or (ii)&nbsp;September&nbsp;1, 2001, UBET shall, at its election, charge each UBET wagering account subscriber on such a system either a
transaction fee per wager transaction of not less than $.25 or a monthly subscription fee of not less than $5.95, and shall pay to the TVG Parties with respect to wagers made by such subscribers
either 50% of such per wager transaction fee or 50% of such monthly subscription fee, as the case may be. In the event that UBET shall commence accepting or processing account wagers using a Licensed
Interactive Wagering System operated by UBET prior to September&nbsp;1, 2001, amounts payable to the TVG Parties pursuant to this Section&nbsp;4.1(c)(ii)&nbsp;shall accrue and shall not be paid
to the TVG Parties until the first day following the first quarterly period that UBET achieves Positive Cash Flow, and then and thereafter only to the extent of Positive Cash Flow. In the event that
UBET shall not have commenced accepting or processing account wagers using a Licensed Interactive Wagering System operated by UBET by September&nbsp;1, 2001, all amounts payable pursuant to this
Section&nbsp;4.1(c)(ii)&nbsp;shall be paid to the TVG Parties commencing with the next quarterly payment hereunder. Notwithstanding the foregoing, in the case of both clauses (i)&nbsp;and (ii),
UBET shall be permitted to waive wager transaction and subscription fees for any subscriber wagering at least $2,500 in any month, provided that UBET shall pay to the TVG Parties 50% of the total
wager transaction and subscription fees received from any such subscriber. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;pay
to the TVG Parties, (i)&nbsp;with respect to account wagers accepted or processed through a Wagering Transaction Management System operated by UBET or any
other entity approved by the TVG Parties other than Ladbroke, 5.5% of all account wagers accepted or processed using Licensed Interactive Wagering Systems, and (ii)&nbsp;with respect to account
wagers accepted or processed through a Wagering Transaction Management System operated by Ladbroke, the entire commission or other consideration paid to UBET with respect to account wagers accepted or
processed using Licensed Interactive Wagering Systems; provided, however, that all amounts payable by UBET to the TVG Parties pursuant to this Section&nbsp;4.1(d)(ii)&nbsp;for the period
commencing on the Effective Date and ending on July&nbsp;31, 2001 shall accrue and shall not be paid to the TVG Parties until the first day following the first quarterly period that UBET achieves
Positive Cash Flow, and then and thereafter such accrued amount shall only be payable to the extent of Positive Cash Flow; and </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<UL>

<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;pay to the TVG Parties, commencing with the first calendar quarter in which UBET achieves Positive Cash Flow and then and thereafter only to the extent of Positive
Cash Flow, the following amounts based on revenues derived from or through the use of Licensed Interactive Wagering Systems: (i)&nbsp;50% of gross advertising revenues, and (ii)&nbsp;50% of the
amount by which the gross operating margin (i.e., revenues less direct costs) from monthly e-commerce revenues exceeds the gross operating margin from e-commerce revenues for
the calendar month preceding the date of this Agreement. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.2&nbsp;In
addition to the consideration set forth in Section&nbsp;4.1 above, with respect to account wagers accepted or processed on races conducted at TVG Exclusive
Tracks from wagering account subscribers with account addresses located in the states of NY, CA, TX, KY, MD, FL, OR, IL, IN, IA, AZ, WA, NM and MA, UBET shall: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;pay
Source Market Fees and Host Track Fees to the TVG Parties in accordance with the agreements between the TVG Parties and the applicable racing association(s) or
other participant(s) of the horse racing industry; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;pay
all applicable state taxes and NTRA fees where Wagering Transaction Management Systems are located (currently 0.25% of handle to the State of Oregon and 0.75%
of handle to the NTRA) and any other applicable taxes and fees in effect from time to time provided that the aggregate of all such taxes and fees do not exceed 1% of handle. To the extent that the
amounts payable under this Section&nbsp;4.2(b) exceed 1% of handle, the excess amount due under Section&nbsp;4.2(b) shall be deducted from the Source Market Fee payable under
Section&nbsp;4.2(a); provided that such amounts do not exceed the Source Market Fee. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.3&nbsp;In
addition to the consideration set forth in Section&nbsp;4.1 above, with respect to account wagers accepted or processed on races conducted at TVG Exclusive
Tracks from account subscribers with account addresses located in states other than those listed in Section&nbsp;4.2 above, UBET shall: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;pay
Host Track Fees to the TVG Parties in accordance with the agreements between the TVG Parties and the applicable racing association(s) or other participant(s) of
the horse racing industry; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;be
responsible for its own Source Market Fee arrangements with racing interests in such other states; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;pay
all applicable state taxes where Wagering Transaction Management Systems are located (currently 0.25% of handle to the State of Oregon) and any other applicable
taxes and fees in effect from time to time. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.3.1&nbsp;In
addition to the consideration set forth in Sections 4.1, 4.2 and 4.3 above, with respect to account wagers accepted or processed using License
Interactive Wagering Systems from subscribers with an account address located within a twenty-five (25)&nbsp;mile radius of any TVG Excusive Track (and provided such address is within
the same state of such TVG Exclusive Track) on races conducted at any track that is not a TVG Exclusive Track, UBET shall pay TVG 10% of all such account wagers. TVG shall retain 50% of such amount
and the remaining 50% shall be divided among and paid to the TVG Exclusive Tracks and UBET's other partner tracks located within the twenty-five (25)&nbsp;mile radius, </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, that such remaining 50%
shall be held in escrow by TVG until such time as the applicable TVG Exclusive Tracks and UBET partner tracks entitled
to such payment hereunder shall have agreed on its division. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;4.4&nbsp;If UBET obtains shareholder approval for the issuance of the Additional Warrant in accordance with the terms and conditions of the Warrant Issuance Agreement on or
before October&nbsp;1, 2001, then the consideration payable by UBET to the TVG Parties pursuant to Section&nbsp;4.1(d) above shall be modified to the following: UBET shall pay to the TVG Parties: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;5.5%
of all account wagers accepted or processed using Licensed Interactive Wagering Systems (other than wagers accepted or processed through a Wagering Transaction
Management System operated by Ladbroke) on races conducted at the TVG Exclusive Tracks; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;the
entire commission or other consideration paid to UBET with respect to account wagers accepted or processed through a Wagering Transaction Management System
operated by Ladbroke on races conducted at the TVG Exclusive Tracks; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;3.0%
of all account wagers accepted or processed using Licensed Interactive Wagering Systems on races conducted at the TVG Designated Non-exclusive
Tracks (including wagers accepted or processed through Wagering Transaction Management Systems operated by Ladbroke). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.5&nbsp;During
the period from the Effective Date until the earlier of (x)&nbsp;the date on which UBET obtains shareholder approval for the issuance of the Additional
Warrant in accordance with the terms and conditions of the Warrant Issuance Agreement, or (y)&nbsp;October&nbsp;1, 2001 and subject to the proviso of Section&nbsp;4.1(d)(ii), UBET may pay into
an interest-bearing escrow account, (i)&nbsp;the difference between the 5.5% payable with respect to account wagers accepted or processed on the TVG Designated Non-exclusive Tracks
pursuant to Section&nbsp;4.1(d), and the 3.0% payable on such account wagers pursuant to Section&nbsp;4.4(b) (the remaining 3.0% shall be paid directly to the TVG Parties during such period in
accordance with the provisions of Section&nbsp;5); and (ii)&nbsp;the 5.5% payable with respect to account wagers accepted or processed on tracks other than the TVG Exclusive Tracks and the TVG
Designated Non-exclusive Tracks pursuant to Section&nbsp;4.1(d). If UBET obtains such shareholder approval on or before October&nbsp;1, 2001, the escrowed amount, together with any
interest thereon, shall be returned to UBET. Otherwise, the escrowed amount, together with any interest thereon, shall be paid to the TVG Parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.6&nbsp;The
Parties acknowledge that the consideration payable by UBET under this Agreement was jointly negotiated and agreed to by the Parties, and that the amounts
payable constitute fair, combined, undivided consideration for the patent license, the TVG Exclusive Track simulcast audio and video content rights, the TVG Exclusive Track account wagering rights,
the TVG Exclusive Track racing information rights, and the release for past infringement of the TVG Patent Rights by UBET. The Parties acknowledge and agree that the undivided consideration payable
under this Agreement was negotiated for purposes of administrative convenience of both parties, and to avoid future disputes between the Parties as to whether or not particular wagering systems and
methods used by UBET use the TVG Patent Rights, and whether or not UBET is using or will use the TVG Exclusive Track simulcast audio and video content, account wagering rights or racing information
rights. Accordingly, in consideration for such administrative convenience and avoidance of future disputes, UBET agrees that it shall pay the full amount of the consideration set forth in this
Section&nbsp;4, in the manner set forth in this Agreement, irrespective of whether or not UBET is using or uses any particular right or license granted herein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.7&nbsp;If
a TVG Party or one or more of their Affiliates shall acquire an interest in the entity that acquires the assets of the New York City Off-Track
Betting Corporation ("New OTB"), UBET shall not at any time during which a TVG Party or its Affiliate owns outstanding equity of New OTB, process or accept account wagers from residents of New York
City; provided that UBET may continue to process and accept account wagers from residents of New York City who were subscribers of UBET as of the date that a TVG Party or its Affiliate or Affiliates,
as the case may be, are notified that New OTB is the successful bidder for the assets of such New York City Off-Track Betting Corporation. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kf1672_section_5_#151;audit_provisions"> </A>
<A NAME="toc_kf1672_1"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 5&#151;AUDIT PROVISIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.1&nbsp;Not
later than the last day of each January, April, July and October, UBET shall furnish to the TVG Parties a written report of all amounts due pursuant to
Section&nbsp;4 for the quarterly periods ended the last day of the preceding December, March, June and September, respectively, and shall pay to the TVG Parties all amounts due to the TVG Parties.
Such report shall contain appropriate line items and other information as the TVG Parties shall reasonably request through written notice provided to UBET. If no amount is accrued during any quarterly
period, a written statement to that effect shall be furnished. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.2&nbsp;Payments
provided for in this Agreement, when overdue, shall bear interest at a rate per annum equal to five percent (5%) in excess of the "Prime Rate" published by
The Wall Street Journal on the date such payment is due, and for the time period until payment is received by the TVG Parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.3&nbsp;Each
royalty report shall be certified by the Chief Financial Officer (or equivalent) of UBET to be correct to the best of UBET's knowledge and information. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.4&nbsp;If
this Agreement is for any reason terminated before all of the payments herein provided for have been made, UBET shall within thirty (30)&nbsp;days after the
termination of this Agreement, submit a terminal report and pay to the TVG Parties any remaining unpaid balance even though the due date as set forth above provided has not been reached. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.5&nbsp;UBET
shall keep records in sufficient detail to permit the determination of royalties and other payments payable hereunder. Such records shall be maintained for at
least thirty-six (36)&nbsp;months. At the reasonable request of the TVG Parties, UBET will permit an independent auditor to examine during ordinary business hours such records and other
documents as may be necessary to verify or determine royalties and other payments paid or payable under this Agreement (in no event shall requests made by the TVG Parties on a semi-annual
basis pursuant to this Section&nbsp;5.5 be deemed unreasonable). Such auditor shall be instructed to report to both Parties only the amount of any payments which are due and payable. With respect to
any particular accounting period, if no request for examination of records for such period is made by the TVG Parties within thirty-six (36)&nbsp;months after the end of such period, the
right to examine such records for such period shall terminate. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.6&nbsp;The
fees and expenses of the independent auditor performing any examination of records relative to payments due under this Agreement shall be borne by the TVG
Parties. However, if an error resulting in an underpayment of more than ten percent (10%) of the total payments thereof respectively due is discovered for any period examined, then the total fees and
expenses of the independent auditor for such period shall be borne by UBET. In any case, any underpayment or overpayment, uncovered as a result of any such examination of records, together with
interest computed based on the "Prime Rate" published by the Wall Street Journal on the date the underpayment or overpayment is reported to the Parties shall be paid by the applicable party. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.7&nbsp;Any
payments due under this Agreement, other than amounts subject to a bona fide dispute for which one party has notified the other in writing prior to the date any
such payment is due, not received within thirty (30)&nbsp;Business Days of the date when due shall be considered delinquent. Acceptance of any delinquent payment hereunder shall not be deemed a
waiver of any rights or remedies the accepting party has or may have at law or otherwise, including, without limitation, the right to dispute the accuracy or completeness of any payment, report or
other information supplied by the other party. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;5.8&nbsp;Accounting reports, as described in this Section&nbsp;5, shall be (i)&nbsp;faxed and then mailed, or (ii)&nbsp;sent by overnight courier, to the following
address: </FONT></P>

<UL>

<P><FONT SIZE=2>TVG<BR>
12421 West Olympic Blvd.<BR>
Los Angeles, CA 90064<BR>
Attention: Chief Financial Officer<BR>
Copy to: General Counsel<BR>
Telecopy Number: (310)&nbsp;689-2501 </FONT></P>

</UL>

<P><FONT SIZE=2>The
TVG Parties may change their address and contact information by providing written notice to UBET. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.9&nbsp;All
payments and other sums of money due under this Agreement shall be paid in United States dollars and made from and to bank accounts located within the United
States. Payments shall be paid via automated clearing house payment, check sent by overnight delivery or bank wire transfer as specified by the payee through written notice. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kf1672_section_6_#151;term_and_termination"> </A>
<A NAME="toc_kf1672_2"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 6&#151;TERM AND TERMINATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.1&nbsp;This
Agreement shall come into effect as of the Effective Date; however, the rights and licenses granted to UBET under Sections 2.1 and 3 shall not come into effect
until UBET has established a Wagering Transaction Management System in the State of Oregon or such other state(s) approved in writing by the TVG Parties (which approval shall not be unreasonably
withheld), and has received all of the necessary state licenses to operate such Wagering Transaction Management System. This Agreement shall remain effective until terminated pursuant to Sections 6.2
or 6.3, 6.4 or 6.5 (the "Term"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.2&nbsp;The
Term of this Agreement shall remain in effect until the later of (x)&nbsp;10&nbsp;years from the Effective Date, (y)&nbsp;the date of expiration of the
last to expire of the TVG Patent Rights, or (z)&nbsp;the date on which the last of the TVG Parties' agreements with their track partners terminates, subject to the early termination provisions
provided for in Sections 6.3, 6.4 and 6.5. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.3&nbsp;The
TVG Parties may terminate this Agreement, and the rights and licenses granted hereunder, and shall have no further obligation to UBET in the event that:
(i)&nbsp;UBET has not obtained the necessary state licenses and has not opened a Wagering Transaction Management System in the State of Oregon or such other state(s) approved in writing by the TVG
Parties (which approval shall not be unreasonably withheld) by the date that is one hundred eighty (180)&nbsp;days following the Effective Date, or thereafter ceases to operate a Wagering
Transaction Management System in the State of Oregon or such other approved state(s) for its own benefit; or (ii)&nbsp;UBET brings any legal action against the TVG Parties or any of their
Affiliates, including their parent, Gemstar-TV Guide International,&nbsp;Inc. If, however, in connection with any such legal action, it is finally determined that the TVG Parties (or the
applicable Affiliate of the TVG Parties) had acted in bad faith with respect to any claims that are subject of such action, then this Agreement shall be reinstated. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;6.4&nbsp;Either Party may terminate this Agreement upon written notice to the other party in the event that the other Party breaches a material obligation hereunder, and
fails to cure such breach within thirty (30)&nbsp;days after written notice by the non-breaching party. Without limiting the generality of the foregoing, (i)&nbsp;the failure of UBET
to comply with any of the provisions of Section&nbsp;4 shall be deemed a material breach of this Agreement, (ii)&nbsp;UBET shall not be deemed to have breached this Agreement if it shall cease
accepting and/or processing account wagers from residents of any state, provided that UBET shall use its commercially reasonable efforts, in the exercise of its reasonable judgment after taking into
account its business interests, to contest any pending or threatened state or local action alleging that it is or making it unlawful for UBET to accept and/or process account wagers in such state, and
(iii)&nbsp;the failure of the TVG Parties to provide to UBET the simulcast audio and video content rights, account wagering rights or racing information rights described in Section&nbsp;3 with
respect to any TVG Exclusive Track as a result of such TVG Exclusive Track not having granted to the TVG Parties its consent therefore shall not be deemed a breach of this Agreement nor shall it
effect UBET's payment obligations pursuant to Section&nbsp;4 with respect to any such TVG Exclusive Track. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.5&nbsp;This
Agreement may be terminated at any time during the Term by the mutual written agreement of the Parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.6&nbsp;The
provisions of Sections 2.3, 4 and 5, and any other provision which by its nature is intended to survive termination of this Agreement, shall survive any
termination of this Agreement. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kf1672_section_7_#151;representations_and_warranties"> </A>
<A NAME="toc_kf1672_3"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 7&#151;REPRESENTATIONS AND WARRANTIES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.1&nbsp;THE
TVG PARTIES MAKE NO REPRESENTATIONS, EXPRESS OR IMPLIED, AND MAKE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SIMULCAST AUDIO
AND VIDEO CONTENT, RACING INFORMATION OR THE TVG PATENT RIGHTS LICENSED HEREUNDER OR ANY WARRANTY AS TO INTELLECTUAL PROPERTY VALIDITY, ENFORCEABILITY, NON-INFRINGEMENT, SCOPE OR OTHER
WARRANTY. WITHOUT LIMITING THE FOREGOING SENTENCE, THE TVG PARTIES MAKE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, THAT THE SIMULCAST AUDIO AND VIDEO CONTENT, RACING INFORMATION OR LICENSED
INTERACTIVE WAGERING SYSTEMS DO NOT DIRECTLY OR CONTRIBUTORILY INFRINGE ANY THIRD PARTY PATENT, COPYRIGHT, MASK WORK, TRADE SECRET, TRADEMARK, OR OTHER PROPRIETARY RIGHT, AND THE PARTIES AGREE WITHOUT
LIMITATION THAT THE TVG PARTIES DO NOT WARRANT AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.2&nbsp;THE
TVG PARTIES SHALL NOT BE LIABLE TO UBET, ITS CUSTOMERS OR ANY OTHER ENTITY CLAIMING THROUGH OR UNDER UBET FOR ANY LOSS OF PROFITS OR INCOME, LOSS OF DATA OR
OTHER TANGIBLE BUSINESS LOSS OR OTHER CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF THE TVG PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.3&nbsp;UBET
MAKE NO REPRESENTATIONS, EXPRESS OR IMPLIED, AND MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE UBET PATENT RIGHTS
LICENSED HEREUNDER OR ANY WARRANTY AS TO INTELLECTUAL PROPERTY VALIDITY, ENFORCEABILITY, NON-INFRINGEMENT, SCOPE OR OTHER WARRANTY. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;7.4&nbsp;THE PARTIES ACKNOWLEDGE THAT THE LIMITS ON WARRANTIES AND LIABILITIES CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF THIS AGREEMENT AND THE
BARGAIN NEGOTIATED BY THE PARTIES AND SET FORTH HEREIN AND THAT THIS AGREEMENT WOULD NOT HAVE BEEN CONSUMMATED WITHOUT SUCH LIMITS. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.5&nbsp;The
rights and licenses provided for under this Agreement are limited to those expressly stated. Neither Party nor any third party shall have any implied rights or
licenses under or arising from this Agreement. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kf1672_section_8_#151;miscellaneous_terms"> </A>
<A NAME="toc_kf1672_4"> </A>
<BR></FONT><FONT SIZE=2><B>SECTION 8&#151;MISCELLANEOUS TERMS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.1&nbsp;Except
as set forth in Section&nbsp;4.1(c) above, UBET shall have the exclusive right to determine the fees it will charge its subscribers. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.2&nbsp;This
Agreement is personal to UBET and shall not be assignable by UBET without the prior written consent of the TVG Parties. Further, it may not be transferred,
including in bankruptcy or insolvency proceedings, either in whole or in part and whether by operation of law or otherwise, without the prior written consent of the TVG Parties. Any consent, which may
be withheld at the TVG Parties' sole discretion, to an assignment or transfer shall be conditioned, in part, on the recipient undertaking in writing to assume all of the obligations of this Agreement
that it would have been required to undertake had it been an original party to this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.3&nbsp;This
Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the State of Delaware, without regard
to the conflict of laws rules thereof. The Parties agree that the exclusive jurisdiction and venue for any action brought between the Parties under this Agreement not subject to Section&nbsp;8.15
hereof shall be the state and federal courts in Delaware, and each of the Parties agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purpose. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.4&nbsp;Except
as otherwise expressly set forth in this Agreement, no waiver, consent, amendment, modification or change of terms of this Agreement shall bind any Party
unless in writing signed by the Parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. Either of the
Parties to this Agreement may by written instrument (i)&nbsp;waive any inaccuracies in any of the representations or warranties made to it by the other Party contained in this Agreement or in any
instruments and documents delivered to it pursuant to this Agreement, (ii)&nbsp;waive compliance by the other Party with the covenants or agreements made to it by the other Party contained in this
Agreement, or (iii)&nbsp;waive performance of any of the obligations or other acts of the other Party hereto. The delay or failure on the part of either Party to insist, in any one instance or more,
upon strict performance of any of the terms or conditions to this Agreement, or to exercise any right or privilege herein conferred shall not be construed as a waiver of any such terms, conditions,
rights or privileges but the same shall continue and remain in full force and effect. All rights and remedies are cumulative to, and not exclusive of, any rights or remedies that may be otherwise
available unless explicitly provided otherwise. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.5&nbsp;UBET
agrees to mark Licensed Interactive Wagering Systems with the numbers of the patents included in the TVG Patent Rights in accordance with the reasonable
requirements of the TVG Parties as provided to UBET from time to time through written notice. UBET further agrees to use its reasonable efforts to obtain from each of its account wagering subscribers
the name of the cable or satellite operator providing multi-channel television service to such account wagering subscriber and to provide such information, together with the account wagering activity
of such subscriber, to the TVG Parties. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;8.6&nbsp;The TVG Parties agree to mark any products sold by the TVG Parties that use the UBET Patent Rights with the numbers of the patents included in the UBET Patent
Rights in accordance with the reasonable requirements of UBET as provided to the TVG Parties from time to time through written notice. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.7&nbsp;All
notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to
have been duly given on (i)&nbsp;the day on which delivered personally or by telecopy (with prompt confirmation by mail) during a Business Day to the appropriate location listed as the address
below, (ii)&nbsp;three business days after the posting thereof by United States registered or certified first class mail, return receipt requested, with postage and fees prepaid or (iii)&nbsp;one
business day after deposit thereof for overnight delivery. Such notices, requests, demands, waivers or other communications shall be addressed as follows: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>if
to the TVG Parties, to: </FONT></DD></DL>
<UL>

<P><FONT SIZE=2>TVG<BR>
12421 West Olympic Boulevard<BR>
Los Angeles, California 90064<BR>
Attn: Mark Wilson, President and CEO<BR>
Telecopy No.: (310)&nbsp;689-2501 </FONT></P>

<P><FONT SIZE=2>with
copies to: </FONT></P>

<P><FONT SIZE=2>Lee
D. Charles, Esq.<BR>
Baker Botts L.L.P.<BR>
599 Lexington Avenue<BR>
New York, New York 10022<BR>
Telecopy No.: (212)&nbsp;705-5125 </FONT></P>

<P><FONT SIZE=2>Joseph
M. Guiliano, Esq.<BR>
Fish&nbsp;&amp; Neave<BR>
1251 Avenue of the Americas<BR>
New York, New York 10020<BR>
Telecopy No.: (212)&nbsp;596-9090 </FONT></P>

</UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>if
to UBET, to: </FONT></DD></DL>
<UL>

<P><FONT SIZE=2>Youbet.com,&nbsp;Inc.<BR>
5901 DeSoto Avenue<BR>
Woodland Hills, California 90367<BR>
Attn: Chief Executive Officer<BR>
Telecopy No.: (818)&nbsp;668-2101 </FONT></P>

<P><FONT SIZE=2>with
a copy to: </FONT></P>

<P><FONT SIZE=2>Christensen,
Miller, Fink, Jacobs,<BR>
Glaser, Weil&nbsp;&amp; Shapiro, LLP<BR>
2121 Avenue of the Stars<BR>
Los Angeles, California 90067<BR>
Attn: Stephen D. Silbert, Esq.<BR>
Telecopy No.: (310)&nbsp;556-2920 </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>or
to such other person or address as any party shall specify by notice in writing to the other party. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>12</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;8.8&nbsp;This Agreement, the Warrant Issuance Agreement (including the Exhibits, Schedules and other documents referred to herein and therein) and the Warrants constitute
the entire agreements between the Parties and, except as expressly provided herein, supersede all prior agreements and understandings, oral and written, between the Parties with respect to the subject
matter hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.9&nbsp;This
Agreement has been jointly negotiated and drafted by the Parties and, in construing and interpreting this Agreement, no provision shall be construed or
interpreted for or against any of the Parties because such provision, or any other provision, or the Agreement as a whole, was purportedly drafted by a particular Party. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.10&nbsp;Nothing
in this Agreement shall be deemed to create any joint venture, partnership or principal-agent relationship between UBET and the TVG Parties, and neither
shall hold itself out in its advertising or in any other manner which would indicate any such relationship with the other. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.11&nbsp;This
Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same
instrument. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.12&nbsp;If
any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable in any
jurisdiction in which this Agreement is being performed or enforced, the remainder of this Agreement shall be valid and enforceable, and the Parties shall use their best efforts to negotiate a
substitute valid and enforceable provision while preserving to the fullest extent possible the intent and agreements of the Parties set forth herein. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.13&nbsp;This
Agreement shall be binding upon and inure to the benefit of each Party, and nothing in this Agreement, unless expressly otherwise provided, is intended to
confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement is intended to relieve or discharge the obligation of any
third person to any Party to this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.14&nbsp;Captions
and headings contained in this Agreement have been included for ease of reference and convenience and do not form&nbsp;a part of this Agreement and
shall not be considered in interpreting or construing this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.15&nbsp;Any
dispute or controversy arising out of or relating to this Agreement, other than infringement, validity or enforceability of the TVG Patent Rights, shall be
settled by an expedited arbitration proceeding before a single arbitrator with experience in arbitrations involving patent licenses, to be held in the City of Wilmington, Delaware in accordance with
the rules then in effect of the American Arbitration Association or any successor thereto. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of an
arbitrator shall be final, conclusive, and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The losing Party in such
arbitration shall pay all costs and expenses of such arbitration and all the reasonable attorney's fees and expenses of the other Party thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.16&nbsp;From
and after the Effective Date, each of the TVG Parties and UBET shall, at any time and from time to time, make, execute and deliver, or cause to be made,
executed and delivered, such instruments, agreements, consents and assurances, and take or cause to be taken all such actions as may reasonably be requested by the other party for the effectual
consummation of this Agreement and the transactions contemplated thereby. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.17&nbsp;Except
as otherwise provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby, shall be paid by the party incurring such costs and expenses. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.18&nbsp;UBET
and TVG shall discuss in good faith UBET having the right to lease any unused capacity at the TVG/NTRA Oregon hub at the cost to TVG. TVG shall have the right
to lease any unused facilities and/or bandwith at UBET's facility at UBET's cost. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>13</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;Intending to be bound thereby, the Parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date. </FONT></P>

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<TD COLSPAN=2><FONT SIZE=2><B>OVERLAND EXPRESS, INC.</B></FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2><B>ODS TECHNOLOGIES, L.P. YOUBET.COM, INC.</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><HR NOSHADE></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
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</TR>
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<TD WIDTH="8%"><FONT SIZE=2><BR>
Name:</FONT></TD>
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&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
Name:</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><HR NOSHADE></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
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</TR>
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<TD WIDTH="8%"><FONT SIZE=2><BR>
Title:</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
Title:</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><HR NOSHADE></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD COLSPAN=2><BR><FONT SIZE=2><B>ODS PROPERTIES, INC.</B></FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><HR NOSHADE></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2><BR>
Name:</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><HR NOSHADE></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
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</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2><BR>
Title:</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%" ALIGN="CENTER"><HR NOSHADE></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="38%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>14</FONT></P>

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<BR>
<P><br><A NAME="01WLA1671_2">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_ke1672_1">EXHIBIT 10.27</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ke1672_2">LICENSE AND CONTENT AGREEMENT</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ke1672_3">SECTION 1&#151;DEFINITIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ke1672_4">SECTION 2&#151;PATENT LICENSES AND RELEASE</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ke1672_5">SECTION 3&#151;SIMULCAST RIGHTS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ke1672_6">SECTION 4&#151;CONSIDERATION</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kf1672_1">SECTION 5&#151;AUDIT PROVISIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kf1672_2">SECTION 6&#151;TERM AND TERMINATION</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kf1672_3">SECTION 7&#151;REPRESENTATIONS AND WARRANTIES</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kf1672_4">SECTION 8&#151;MISCELLANEOUS TERMS</A></FONT><BR>

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