Youbet.com, Inc.
5901 DeSoto Avenue
Woodland Hills, California 91367

May 9, 2001

Robert M. Fell
Fell & Company, Inc.
3453 Padaro Lane
Carpinteria, California 93013

Dear Bob:

    The Compensation Committee of the Board of Directors on April 12, 2001 and the Board of Directors on May 9, 2001 have approved the following amendments to the Amended and Restated Services Agreement dated as of March 1, 1999 (the "Services Agreement") between Fell & Company, Inc. ("FCI") and Youbet.com, Inc. (the "Company") as set forth below. Capitalized terms used herein without definition shall have the meanings set forth in the Services Agreement. All of the provisions of this letter agreement are subject to the execution of the proposed licensing agreement with ODS Technologies, L.P. and ODS Properties, Inc. and the related agreements under discussion (collectively, the "TVG Agreement"), and none of such provisions will become effective unless the TVG Agreement is so executed.


    The Company will cooperate with FCI to minimize the tax consequences arising from the foregoing amendments.

    Except as amended hereby, the Services Agreement will remain in full force and effect. Please evidence your approval with the foregoing amendments by executing a copy of this letter and returning it to the undersigned.


 

 

Very truly yours,

 

 


Caesar P. Kimmel

Agreed and Accepted:

 

 

Fell & Company, Inc.

 

 


Robert M. Fell
Youbet.com, Inc.
5901 DeSoto Avenue
Woodland Hills, California 91367

 

 

Youbet.com, Inc.
5901 DeSoto Avenue
Woodland Hills, California 91367

As of June 29, 2001

Robert M. Fell
Fell & Company, Inc.
3453 Padaro Lane
Carpinteria, California 93013

Dear Bob:

    This letter is made with reference to that certain letter agreement (the "May 9 Letter") dated May 9, 2001, by and between Fell & Company, Inc. ("FCI") and Youbet.com, Inc. (the "Company"), with respect to amendments to the Amended and Restated Services Agreement dated as of March 1, 1999 (the "Services Agreement") between FCI and the Company. Capitalized terms used herein without definition shall have the meanings set forth in the May 9 Letter. The May 9 Letter is amended as follows:

    Except as amended by this letter, the May 9 Letter and the Services Agreement will remain in full force and effect. Please evidence your approval with the foregoing amendments by executing a copy of this letter and returning it to the undersigned.


 

 

Very truly yours,

 

 


Caesar P. Kimmel

Agreed and Accepted:

 

 

Fell & Company, Inc.

 

 


Robert M. Fell

 

 

Source: OneCLE Business Contracts.