SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 4)

YOUBET.COM, INC.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

987413 10 1

(CUSIP Number)

Stephen H. Kay

Executive Vice President, General Counsel and Secretary

Gemstar-TV Guide International, Inc.

6922 Hollywood Boulevard, 12th Floor

Los Angeles, CA 90028

(323) 817-4600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 19, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 11 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 987413 10 1

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gemstar-TV Guide International, Inc. 95-4782077
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS 00
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   7.     SOLE VOTING POWER           25,614,008 shares           See Item 5.   8.     SHARED VOTING POWER           0   9.     SOLE DISPOSITIVE POWER           25,614,008 shares           See Item 5. 10.     SHARED DISPOSITIVE POWER           0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,614,008 See Item 5.
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51%* See Item 5. *   Includes shares issuable upon exercise of a warrant beneficially owned by the Reporting Person but does not include shares issuable upon exercise of outstanding convertible securities held by any other person.
14.	TYPE OF REPORTING PERSON CO

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CUSIP NO. 987413 10 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(AMENDMENT NO. 4)

Statement of

GEMSTAR-TV GUIDE INTERNATIONAL, INC.

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

YOUBET.COM, INC.

This amended Statement on Schedule 13D/A (this “Amendment”) relates to the common stock, par value $.001 per share (the “Common Stock”), of Youbet.com, Inc., a Delaware corporation (the “Issuer”). This Amendment amends and supplements the Statement on Schedule 13D filed by Gemstar-TV Guide International, Inc., a Delaware corporation (“Gemstar” or the “Reporting Person”), with the Securities and Exchange Commission (the “Commission”) on June 3, 2002 (the “Original Statement”), as amended by Amendment No. 1 on Schedule 13D/A filed by the Reporting Person with the Commission on September 12, 2003 (Amendment No. 1”), Amendment No. 2 on Schedule 13 D/A filed by the Reporting Person with the Commission on November 17, 2003 (“Amendment No. 2”), and Amendment No. 3 on Schedule 13D/A filed by the Reporting Person with the Commission on December 9, 2003 (“Amendment No. 3”). The Original Statement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 are collectively referred to herein as the “Statement”. This Amendment constitutes Amendment No. 4 to the Original Statement. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed thereto in the Statement.

Item 2. Identity and Background.

Schedule 1 attached to this Amendment amends and restates Schedule 1 as previously filed with the Statement and contains the following information concerning each director, executive officer or controlling person of the Reporting Person: (i) name and residence or business address; (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 1 is incorporated herein by reference.

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To the knowledge of the Reporting Person, each of the persons named on Schedule 1 (the “Schedule 1 Persons”) is a United States citizen. During the last five years, neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the Reporting Person) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the Reporting Person) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and restated as follows:

On September 5, 2003, TVG filed a Verified Complaint for Injunctive Relief (the “Complaint”) with the Delaware Court of Chancery naming David M. Marshall (Vice Chairman of the Board of the Issuer) (“Marshall”), Charles F. Champion (Chairman of the Board and CEO of the Issuer), Gary Adelson (Director of the Issuer), Guy Chipparoni (Director of the Issuer), James Edgar (Director of the Issuer), Joseph F. Barletta (Director of the Issuer), and the Issuer as defendants (collectively, the “Defendants”). TVG determined to pursue the lawsuit following a review of the Issuer’s disclosure in its Proxy Statement for the Annual Meeting filed with the Commission on Form DEF14A on August 25, 2003 (the “Proxy Statement”) and after communications with the Issuer. In the Proxy Statement, the Issuer’s board of directors (the “Board”) recommended that the Issuer’s stockholders adopt two amendments to the Issuer’s certificate of incorporation (the “Charter”). The first amendment would have classified the Board (the “Classified Board Provision”). The second amendment would have required the approval of 66 ²/3% of the Issuer’s outstanding Common Stock for any future amendments to the Issuer’s Charter or Bylaws, including the Classified Board Provision (the “Supermajority Voting Provision”, together with the Classified Board Provision, the “Charter Amendments”).

The Complaint alleges that: (a) the individual defendants in their capacity as directors breached their fiduciary duty of disclosure by filing the Proxy Statement containing material false and misleading statements and omitting material facts regarding the Warrant Issuance Agreement, the Warrants and the rights of TVG, and (b) by proposing the Charter Amendments, the Board breached its fiduciary duty.

The Complaint requests that the Court of Chancery enter judgement in favor of TVG by: (i) enjoining the Issuer, its officers, agents, employees, representatives and all other persons acting in concert or participation with them from taking any action to proceed with the meeting of stockholders pending the issuance of corrective disclosures; (ii) requiring that the Issuer give its stockholders advance notice of any adjournment of the annual meeting of stockholders (the “Annual Meeting”) which was scheduled for September 26, 2003, and set a new record date in connection with the adjourned meeting that post-dates the date of the announcement of the adjournment; (iii) enjoining the Issuer, its officers, agents, employees, representatives and all other persons acting in concert or participation with them from taking any action to implement or

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adopt the Classified Board Provision or the Supermajority Voting Provision; (iv) determining that the Board breached their fiduciary duties in connection with the approval and recommendation of the Classified Board Provisions and the Supermajority Voting Provision; (v) granting recissory damages or other equitable relief to TVG in an amount to be determined at trial; (vi) awarding TVG its fees and costs in this litigation, including attorneys fees; and (vii) granting such other and further relief as the Court may deem just and proper.

TVG filed a Motion for Preliminary Injunction with the Court of Chancery on September 5, 2003 seeking to enjoin the Defendants from: (i) relying on, implementing, applying or enforcing the Classified Board Provision, the Supermajority Voting Provision, or the Charter Amendments as a whole, or (ii) convening the Annual Meeting until after the Defendants issue corrective disclosures and the market has time to digest the information. TVG also filed a Motion for Expedited Proceedings with the Court of Chancery on September 5, 2003 requesting a shortened time for Defendants to answer, expedited discovery, and a prompt hearing date. The Court of Chancery held a hearing on TVG’s application for preliminary injunction based on its claim for breach of the fiduciary duty of disclosure on September 24, 2003 with Chancellor William B. Chandler, III presiding. In his memorandum opinion issued September 25, 2003 (the “Opinion”), Chancellor Chandler granted TVG’s application for a preliminary injunction and entered an order barring the Issuer from proceeding with a stockholder vote on the Charter Amendments because the Issuer’s board of directors had breached its fiduciary duty of disclosure by issuing the Proxy Statement, which the Chancellor found was “false and misleading”. As a result of the injunction, the Issuer postponed its Annual Meeting. The foregoing description of the Opinion is qualified in its entirety by reference to the text of the Opinion, which is filed as Exhibit 7(d) to Amendment No. 2.

TVG filed a Demand for Arbitration on September 8, 2003 with the American Arbitration Association (“AAA”) against the Issuer (the “Demand”) on the grounds that: (i) a dispute has arisen over whether the Issuer has breached its obligations under the Warrant Issuance Agreement and the Additional Warrant, and (ii) the disputes are referable to arbitration pursuant to the Warrant Issuance Agreement. TVG is seeking to enforce its rights under the Warrant Issuance Agreement and the Additional Warrant. The Demand alleges that the Issuer’s actions in proceeding with the Charter Amendments breach multiple provisions of the Warrant Issuance Agreement and the Additional Warrant, as well as the implied covenant of good faith and fair dealing. In addition, TVG is seeking adjustments to the Additional Warrant Exercise Price in accordance with the terms of the Additional Warrant. The Demand for Arbitration seeks: (i) an award of damages against the Issuer in an amount to be determined by arbitration; (ii) a declaration that the Classified Board Provision and the Supermajority Voting Provision constitute a breach of the Warrant Issuance Agreement and/or the Additional Warrant; (iii) an injunction barring the Issuer, its officers, agents, employees, representatives and all other persons acting in concert or participation with them from taking any action to implement or adopt the Classified Board Provision or the Supermajority Voting Provision; (iv) an injunction requiring the Issuer, its officers, agents, employees, representatives and all other persons acting in concert or participation with them to perform its obligations under the Warrant Issuance Agreement and Additional Warrant to adjust the Additional Warrant Exercise Price and to comply with the provision of the Additional Warrant requiring that the Issuer notify TVG whenever there is an event that causes an adjustment in the Additional Warrant Exercise Price and certify to TVG the details of the event and the new Additional Warrant Exercise Price; (v) an order directing the

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CUSIP NO. 987413 10 1

Issuer to reduce the Additional Warrant Exercise Price of the Additional Warrant in accordance with the terms of the Warrant Issuance Agreement and Additional Warrant; and (vi) an award of TVG’s costs of arbitration, including reasonable attorneys fees.

TVG filed an Application for Emergency Relief on September 8, 2003 with the AAA against the Issuer (the “Application”) on the grounds that: (i) the Demand concerns, among other things, whether the Charter Amendments, violate the Issuer’s obligations under the Warrant Issuance Agreement and the Additional Warrant; (ii) the Charter Amendments are scheduled to be voted on at the Issuer’s Annual Meeting which was scheduled for September 26, 2003; (iii) if adopted, the Charter Amendments will inflict irreparable harm on TVG; and (iv) emergency injunctive relief is necessary to prevent the Issuer from proceeding with the Annual Meeting and implementing the Charter Amendments. TVG sought an expedited hearing on its claims that the Charter Amendments breached the Warrant Issuance Agreement and the Additional Warrant to be held sufficiently in advance of the Annual Meeting to allow the arbitrator to rule and, if appropriate, enjoin the Issuer, its officers, agents, employees, representatives and all other persons acting in concert or participation with them from taking any action to proceed with the Annual Meeting or to implement or adopt the Classified Board Provision or the Supermajority Voting Provision.

On September 11, 2003, counsel to TVG and the Issuer held an administrative teleconference with a representative of the AAA. The representative advised TVG and the Issuer that unless the parties agreed, the arbitration would not be handled on an emergency basis, an arbitration panel would not be appointed prior to the date of the Annual Meeting and a hearing in advance of the Annual Meeting would not be held. The Issuer declined to agree to an emergency hearing or otherwise to shorten the time periods for appointing an arbitrator. The representative of AAA stated that the arbitration therefore would proceed under the expedited rules, and that the Issuer’s response to the Demand would be due on September 25, 2003. The Issuer did not file a response to the Demand and subsequently took the position that a response was not required. The parties have mutually agreed on an arbitrator. A preliminary hearing was held before the arbitrator on November 4, 2003 at which the arbitrator adopted the discovery and briefing schedule that had been agreed upon by the parties. As a result of the agreed-upon schedule, the arbitrator determined that the arbitration no longer will proceed under the rules for expedited proceeding. The parties completed discovery in December 2003, and an arbitration hearing was scheduled to be held on January 26 and 27, 2004.

On November 10, 2003, TVG delivered a letter (the “Board Representation Letter”) to the Issuer exercising its right pursuant to Section 4.05 of the Warrant Issuance Agreement (“Section 4.05”) to designate a number of directors to the Board in a ratio based on TVG’s overall ownership of Common Stock (the “Designating Right”). Based on TVG’s current ownership of Common Stock, TVG believes it is entitled to designate a number of directors to the Board in a ratio of one TVG designee for every five total directors. TVG believes it is currently entitled to designate one director. Pursuant to Section 4.05, the Issuer is obligated at each annual or special meeting of the stockholders of the Issuer at which members of the Board are to be elected to use its best efforts to cause the Board or any authorized committee thereof to nominate and recommend the election to the Board of the directors designated by TVG. In addition, the Board Representation Letter provided notice to the Issuer that to the extent the Issuer increases the size of the Board prior to or in connection with the Issuer’s next annual or

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CUSIP NO. 987413 10 1

special meeting of stockholders such that TVG would be entitled to identify additional director designees pursuant to Section 4.05, TVG wishes to exercise its right to identify additional director designees. The foregoing descriptions of the Board Representation Letter and the Warrant Issuance Agreement are qualified in their entirety by reference to the text of the documents, which are filed as Exhibit 7(e) to Amendment No. 2 and as Exhibit 7(a), to the Original Statement, respectively.

In accordance with its Designating Right, on December 5, 2003, TVG delivered a letter (the “Designating Letter”) to the Issuer designating Mr. Robert Decker as its director designee to the Board. Mr. Decker has agreed to serve as TVG’s director designee, to be nominated as a director of the Issuer, and to serve as a director if elected. The foregoing description of the Designating Letter is qualified in its entirety by reference to the text of the document, which is filed as Exhibit 7(f) to Amendment No. 3.

On January 14, 2004, the parties notified the Delaware Court of Chancery and the AAA that they had reached a verbal agreement in principle to settle their dispute and requested that all deadlines be extended without prejudice in order to allow the parties to memorialize their agreement in principle.

On February 19, 2004, the Issuer, TVG and Charles F. Champion entered into a Settlement Agreement (the “Settlement Agreement”) with respect to the actions pending in the Delaware Chancery Court (the “Chancery Action”) and before the AAA (the “Arbitration Proceeding”). Pursuant to the Settlement Agreement: (i) the Additional Warrant Exercise Price was reduced to $36.5 million, (ii) the Issuer agreed to issue to TVG 1,000,000 shares of Common Stock (the “Termination Shares”) if TVG notifies the Issuer prior to 5:00 p.m. on April 1, 2004 that it does not intend to exercise the Additional Warrant, (iii) the Issuer agreed to pay TVG $725,000 as reimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding, one-half of which was paid to TVG on February 27, 2004 in the form of 124,144 shares of Common Stock (the “Initial Settlement Shares”) and the balance of which will be paid prior to July 2, 2004 in cash or shares of Common Stock, at the election of the Issuer; (iv) TVG agreed that prior to April 1, 2004, it would not exercise or transfer the Additional Warrant and would discuss in good faith a possible arrangement or transaction involving TVG’s and the Issuer’s respective advance deposit wagering operations; (v) the Issuer agreed to withdraw the Charter Amendments and the Proxy Statement, (vi) the Issuer agreed to certain restrictive covenants until the Additional Warrant is either exercised or expires, including a restriction on its ability to amend (or seek approval to amend) the Charter and restrictions on its ability to enter into certain types of agreements, including certain agreements with its officers and directors, (vii) certain officers of the Issuer entered into agreements reducing the severance benefits payable to them following a change of control of the Issuer, and (viii) the Issuer and TVG agreed to seek dismissal of the Chancery Action and the Arbitration Proceeding. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached hereto as Exhibit 7(g).

The Reporting Person currently holds its interests in the Issuer for investment purposes.

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The Reporting Person intends to continuously review its investment in the Issuer and may in the future determine: (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or by exercising the Additional Warrant; (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the market, in privately negotiated transactions or otherwise; or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally, the existing contractual and business relationship the Reporting Person has with the Issuer; other business opportunities available to the Reporting Person; developments with respect to the business of the Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

Other than as set forth in the Statement, the Reporting Person has no present plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those enumerated in this paragraph.

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Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated to read in its entirety as follows:

(a) As a result of its exercise of the Initial Warrant and the issuance to TVG of the Initial Settlement Shares, TVG holds of record 4,008,794 shares of Common Stock. The Additional Warrant is exercisable for a number of shares of Common Stock which, when aggregated with the Initial Warrant Shares, will equal fifty-one percent (51%) of the total number of shares of Common Stock outstanding after giving effect to the issuance of the shares of Common Stock upon exercise of the Additional Warrant. Based upon 28,374,911 shares of Common Stock outstanding as of October 24, 2003, as reported by the Issuer in its Quarterly Report on Form 10-QSB for the period ended September 30, 2003 filed on October 31, 2003, (i) the Additional Warrant is exercisable for 21,605,214 shares of Common Stock, and (ii) the Reporting Person presently owns, in the aggregate, through its indirect control of TVG, 25,614,008 shares of Common Stock after giving effect to the issuance of shares of Common Stock upon exercise of the Additional Warrant.

In the event TVG notifies Youbet prior to April 1, 2004 that it does not intend to exercise the Additional Warrant and Youbet issues to TVG the Termination Shares, the Reporting Person would own, in the aggregate, through its indirect control of TVG, 5,008,794 shares of Common Stock after giving effect to the issuance of the Termination Shares (and assuming no other acquisition or disposition of shares of Common Stock by the Reporting Person). Based upon 28,374,911 shares of Common Stock outstanding as of October 24, 2003, and after giving effect to the issuance to TVG of the Initial Settlement Shares on February 27, 2004 and assuming the issuance to TVG of the Termination Shares, such 5,008,794 shares of Common Stock beneficially owned by the Reporting Person would represent 16.9% of the total number of shares of Common Stock outstanding.

Except as described in the preceding paragraph, to the knowledge of the Reporting Person, none of the Schedule 1 Persons beneficially owns any shares of Common Stock.

(b) Gemstar, through its control of TVG and subject to limitations under the Delaware General Corporation Law, has the power to direct the voting and disposition of the shares of Common Stock owned of record by TVG, and would have the power to direct the voting and disposition of the Termination Shares and the shares of Common Stock issuable to TVG upon exercise of the Additional Warrant.

(c) No transactions with respect to the Common Stock have been effected by any of the Schedule 1 Persons during the past 60 days.

(d) None.

(e) Not applicable.

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Item 7. Materials to be Filed as Exhibits

The following documents are filed as exhibits to this Amendment:

Exhibit No.	Exhibit
7(g)	Settlement Agreement, dated as of February 19, 2004, by and between Youbet.com, Inc. and ODS Technologies, L.P. d/b/a TVG Network, and, for purposes of Section 2.2(a) only, Charles F. Champion.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 1, 2004

GEMSTAR-TV GUIDE INTERNATIONAL, INC.
By:	/s/ Stephen H. Kay
Name:	Stephen H. Kay
Title:	Executive Vice President, General Counsel and Secretary

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SCHEDULE 1

DIRECTORS AND EXECUTIVE OFFICERS

OF

GEMSTAR-TV GUIDE INTERNATIONAL, INC.

The name and present principal occupation of each director and executive officer of Gemstar-TV Guide International, Inc. (“Gemstar”) are set forth below. Unless otherwise noted, the business address for each person listed below, is c/o Gemstar-TV Guide International, Inc., 6922 Hollywood Boulevard, 12th Floor, Los Angeles, California 90028. All executive officers and directors listed on this Schedule 1 are United States citizens.

Name	Title	Address
Ian Aaron	President, TV Guide Television Group
Christine Aguilera	President, SkyMall, Inc.
Peter Chernin	Director of Gemstar; Executive Director, President and Chief Operating Officer of The News Corporation Limited; Director, Chairman and Chief Executive Officer of News America Incorporated; Director, President and Chief Operating Officer of Fox Entertainment Group, Inc.; Director of Hughes Electronics Corporation	10201 West Pico Boulevard Los Angeles, CA 90035
Richard Cusick	Senior Vice President of Gemstar, Business Development and Strategic Planning
David F. DeVoe	Director of Gemstar; Executive Director, Senior Executive Vice President, Chief Financial Officer and Finance Director of The News Corporation Limited; Director and Senior Executive Vice President of News America Incorporated; Director, Senior Executive Vice President and Chief Financial Officer of Fox Entertainment Group, Inc.; Director of STAR Group Limited; Director of British Sky Broadcasting Group plc; Director of NDS Group plc; Director of Hughes Electronics Corporation	1211 Avenue of the Americas New York, New York 10036
Gloria Dickey	Executive Vice President of Gemstar, Administration

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Name	Title	Address
Nicholas Donatiello, Jr.	Director of Gemstar; President and Chief Executive Officer of Odyssey Ventures, Inc.	550 Fifteenth Street San Francisco, California 94103
Raymond Hopkins	Executive Vice President of Gemstar, Affiliate Sales & Marketing
Stephen H. Kay	Executive Vice President and General Counsel of Gemstar
Perry A. Lerner	Director of Gemstar; Partner of Lerner & Squire, LLP	500 Park Avenue, Suite 510 New York, New York 10022
Christine Levesque	Executive Vice President of Gemstar, Communication, Marketing & Government Affairs
John P. Loughlin	President, TV Guide Publishing Group
Douglas B. Macrae	President, TV Guide Consumer Electronics Group	209 Burlington Road Bedford, Massachusetts 01730
James E. Meyer	Director of Gemstar; President of Aegis Ventures, Incorporated	902 East 66th Street, Suite A Indianapolis, Indiana 46220
K. Rupert Murdoch	Director of Gemstar; Executive Director, Chairman and Chief Executive of The News Corporation Limited; Director of News International, plc; Director of News Limited; Director of News America Incorporated; Director of STAR Group Limited; Chairman of British Sky Broadcasting Group plc; Director, Chairman and Chief Executive Officer of Fox Entertainment Group, Inc.; Director of China Netcom Corporation (Hong Kong) Limited; Director of Hughes Electronics Corporation	1211 Avenue of the Americas New York, New York 10036.

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Name	Title	Address
Lachlan K. Murdoch	Director of Gemstar; Executive Director and Deputy Chief Operating Officer of The News Corporation Limited; Director and Chairman of Queensland Press Limited; Chairman of News Limited; Deputy Chairman of STAR Group Limited; Director of FOXTEL Management Pty. Ltd.; Director of NDS Group plc; Chairman of Fox Television Stations, Inc.	1211 Avenue of the Americas New York, New York 10036
Jeff Shell	Chief Executive Officer and Director of Gemstar (Principal Executive Officer)
Brian D. Urban	Chief Financial Officer of Gemstar (Principal Financial Officer)

EX-7.(G)

Exhibit 7(g)

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (this “Agreement”), dated as of February 19, 2004, by and between Youbet.com, Inc., a Delaware corporation (“Youbet”) and ODS Technologies, L.P. d/b/a TVG Network, a Delaware limited partnership (“TVG”) and, solely for the purposes of Section 2.2(a), Charles F. Champion (“Champion”).

WITNESSETH:

WHEREAS, on September 5, 2003, TVG commenced the Chancery Action by filing a Verified Complaint for Injunctive Relief seeking injunctive relief and damages in connection with Youbet’s attempt to obtain stockholder approval for the Proposed Amendments.

WHEREAS, on September 8, 2003 TVG commenced the Arbitration Proceeding by filing a Demand for Arbitration seeking, among other things, injunctive relief, declaratory relief and damages on the grounds that (i) Youbet’s actions in proceeding with the Proposed Amendments breached certain provisions of the Warrant Issuance Agreement and the TVG Warrant, and (ii) Youbet’s failure to adjust the Exercise Price of the TVG Warrant as a result of the Rice-Voelker Transaction breached the terms of the TVG Warrant.

WHEREAS, the parties hereto desire to settle the claims and disputes between them relating to the Chancery Action and the Arbitration Proceeding.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

AGREEMENTS CONCERNING THE TVG WARRANT; SETTLEMENT PAYMENT

SECTION 1.1 Adjustment to the Exercise Price. TVG and Youbet acknowledge and agree that as a result of the Rice-Voelker Transaction and the Other Shares, and in accordance with Section 7 of the TVG Warrant, the Exercise Price of the TVG Warrant shall be reduced to $36,500,000. TVG and Youbet further acknowledge and agree that such reduction in the Exercise Price of the TVG Warrant as a result of the Rice-Voelker Transaction and the Other Shares shall not limit in any manner the application of Section 7 of the TVG Warrant to any other issuance of securities or other transactions to which Section 7 would otherwise apply, including any issuance or transaction occurring prior to, on, or after the date hereof.

SECTION 1.2 Early Termination Share Issuance. If at any time prior to 5:00 p.m. (Pacific Time) on April 1, 2004 TVG provides notice (the “Warrant Termination Notice”) to Youbet in accordance with Section 5.7 that it does not intend to exercise the TVG Warrant, then (i) effective upon receipt of the Warrant Termination Notice and tender of the original TVG Warrant to Youbet, the TVG Warrant shall terminate and shall no longer be exercisable, and (ii) Youbet shall issue to TVG 1,000,000 shares of Youbet Common Stock (the “Termination Shares”). Not later than the third Business Day following the date Youbet receives the Warrant Termination Notice, Youbet shall deliver (or cause Youbet’s transfer agent to deliver) a certificate to TVG evidencing the Termination Shares, registered in the name of TVG. The

Termination Shares, upon issuance to TVG, shall be deemed “Registrable Securities” under Section 4.06 of the Warrant Issuance Agreement, and the Warrant Issuance Agreement shall be deemed amended hereby, mutatis mutandis, to provide that the provisions of such Section 4.06 shall thereafter apply in all respects to the Termination Shares.

SECTION 1.3 Settlement Payment. Youbet shall pay to TVG an amount equal to $725,000 (the “Settlement Amount”) as reimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The Settlement Payment shall be paid as follows:

(i) Not later than three (3) Business Days following the date of this Agreement, Youbet shall issue (or cause its transfer agent to issue) to TVG a certificate, registered in the name of TVG, evidencing 124,144 shares of Youbet Common Stock (the “Initial Settlement Payment”).

(ii) Promptly after the date of this Agreement, Youbet shall file a claim (the “D&O Claim”), and use its best efforts to secure recovery, under its existing Directors’ and Officers’ liability insurance policy, for an amount equal to 50% of the Settlement Amount (the “Remaining Settlement Amount”). All proceeds recovered by Youbet in respect of such claim prior to July 1, 2004 shall be paid to TVG in cash within five (5) days of Youbet’s receipt of such proceeds and shall be credited against Youbet’s payment obligation to TVG in respect of the Settlement Amount. To the extent that TVG has not received the full amount of the Remaining Settlement Amount from Youbet by July 1, 2004, Youbet shall pay to TVG an amount equal to the difference between (A) the Remaining Settlement Amount, and (B) the aggregate amount of proceeds recovered by Youbet in respect of the D&O Claim and actually paid to TVG prior to July 1, 2004 (such difference being referred herein to as the “Remaining Settlement Payment”). The Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on July 2, 2004 in cash, or, at the option of Youbet, in a number of shares of Youbet Common Stock equal to the quotient obtained by dividing (x) the Remaining Settlement Payment, by (y) the average closing sale price of a share of Youbet Common Stock on the Nasdaq SmallCap Market during the twenty trading days ending on July 1, 2004. All of the shares of Youbet Common Stock issued to TVG in respect of the Initial Settlement Payment, and any shares that may be issued to TVG in respect of the Remaining Settlement Payment, shall, upon issuance, be deemed “Registrable Securities” under Section 4.06 of the Warrant Issuance Agreement, and such Warrant Issuance Agreement shall be deemed amended hereby, mutatis mutandis, to provide that the provisions of such Section 4.06 shall apply in all respects to such shares of Youbet Common Stock.

(iii) The Exercise Price of the TVG Warrant shall not be adjusted as a result of any payment of all or a portion of the Settlement Amount through the issuance of shares of Youbet Common Stock.

SECTION 1.4 Standstill. TVG covenants and agrees that during the period from the date of this Agreement to April 1, 2004, (i) it will not exercise the TVG Warrant, or transfer the TVG Warrant to any Person (as hereinafter defined), including any “Permitted Transferee” (as defined in the TVG Warrant), and (ii) that it will discuss in good faith with Youbet a possible arrangement or transaction involving their respective advance deposit wagering operations;

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provided, however, nothing contained in this Section 1.4 shall require TVG to enter into any such arrangement or transaction, or restrict or otherwise limit the ability of TVG to at any time enter into a transaction with any other Person relating to its advance deposit wagering operations.

SECTION 1.5 Share Numbers; Recapitalization, Exchanges, etc. The share numbers, per share amounts and other amounts set forth in this Agreement shall be appropriately adjusted to reflect any stock splits, reverse splits, stock dividends and other similar events affecting the Youbet Common Stock. The provisions of this Agreement shall apply to the full extent set forth herein, and shall be revised as necessary in a manner designed to effect the intentions of this Agreement, with respect to (a) the Termination Shares and any shares of Youbet Common Stock issued in respect of the Settlement Amount, (b) any and all securities into which such Termination Shares or shares of Youbet Common Stock issued in respect of the Settlement Amount are converted, exchanged or substituted in any recapitalization or other capital reorganization by Youbet and (c) any and all securities of Youbet or any successor or assign or acquiror of Youbet (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in conversion of, in exchange for or in substitution of, such securities of Youbet.

ARTICLE 2

COVENANTS

SECTION 2.1 Certain Restrictions. (a) Until the earliest to occur of (i) the expiration of the TVG Warrant, (ii) the earlier termination of the TVG Warrant in accordance with Section 1.2 hereof, and (iii) if the TVG Warrant is exercised, the date Youbet issues to the Holder (as defined in the TVG Warrant) of the TVG Warrant the Warrant Shares (as defined in the TVG Warrant), Youbet covenants and agrees that it will not:

(A) make or permit any change or amendments to the Youbet Charter or Youbet Bylaws, or initiate, propose or otherwise solicit Youbet’s stockholders for the approval of any change to the Youbet Charter or Youbet Bylaws, other than the changes incorporated into the form of Bylaws attached hereto as Exhibit A;

(B) provide, or enter into any contract, agreement or arrangement that provides, or amend, modify or change any existing contract, agreement or arrangement to provide, that the existence or occurrence of a Change of Control (as hereinafter defined) with respect to Youbet or any of its subsidiaries would (with or without due notice or lapse of time or both) give rise to any right of prepayment or repayment or to increased payments under, or give rise to or accelerate any material obligation under, any contract, agreement or arrangement to which Youbet or any of its subsidiaries or any of their respective assets, are or become subject or bound; and

(C) except as specifically contemplated by this Agreement, enter into any new agreement or amend any existing agreement with any officer or director of Youbet (or, any Affiliate or Associate of any officer or director of Youbet), that would substantially change the economic terms or the duration of any agreement with such officer or director existing on the date hereof; or;

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(D) take any action that in any way could adversely affect TVG’s interest in the TVG Warrant or the shares of Youbet Common Stock issuable upon exercise thereof, including without limitation, any action that imposes or may impose any limitation on the ability of TVG to appoint a majority of the members of Youbet’s board of directors immediately after the exercise of the TVG Warrant by TVG.

(b) Youbet covenants and agrees to immediately withdraw the Proposed Amendments and the Revised Proxy Statement.

SECTION 2.2 Severance Agreements. (a) Youbet and Champion agree that effective upon the execution and delivery of this Agreement, that certain Supplement to Employment Agreement, dated as of August 27, 2003, between TVG and Champion, shall terminate in each and every respect, with no further liability or obligation (including any contingent obligation) thereunder on the part of either party . Each of Youbet and Champion represents and warrants to TVG that no other Contract exists which provides that the existence of a Change of Control with respect to Youbet or any of its subsidiaries would (with or without due notice or lapse of time or both) give rise to or accelerate any severance, retention, retirement, bonus or other payment or benefit to Champion other than the issuance to Champion of options to purchase 750,000 shares of Youbet Common Stock at a per share exercise price equal to the fair market value of a share of Youbet Common Stock on the date of grant (which will be within 10 days of the date of a Change of Control).

(b) Youbet represents and warrants to TVG that (i) Exhibits B, C, and D contain true and complete copies each Amended Supplement, (ii) Exhibits E and F contain true and complete copies of each Amended Severance Agreement, and (iii) each Amended Supplement and Amended Severance Agreement (A) has been duly authorized by all necessary corporate action on the part of Youbet, (B) has been duly executed and delivered by Youbet, and (C) upon execution and delivery of this Agreement, will be a valid and binding obligation of Youbet, enforceable against Youbet (and, to the knowledge of Youbet, each Group 1 Executive) in accordance with its terms. Youbet further represents and warrants to TVG that, except for the Amended Supplements and Amended Severance Agreements, no other Contract exists which provides that the existence of a Change of Control of Youbet or any of its subsidiaries would (with or without due notice or lapse of time or both) give rise to or accelerate any severance, retention, retirement, bonus or other payment or benefit to any Group 1 Executive.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Representations and Warranties of Youbet. Youbet represents and warrants to TVG as follows:

(a) Youbet is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to carry on its business as now conducted and to own its assets. Youbet has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

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(b) The board of directors of Youbet has approved the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by Youbet, and constitutes the legal, valid and binding obligation of Youbet, enforceable against Youbet in accordance with its terms.

(c) The execution and delivery by Youbet of this Agreement does not, and the performance by Youbet of its obligations hereunder and the consummation of the transactions contemplated hereby will not:

(i) conflict with or violate the Youbet Charter or Youbet Bylaws;

(ii) require any consent, approval, order or authorization of or other action by any Governmental Agency or Authority (as hereinafter defined) or any registration, qualification, declaration or filing with or notice to any Governmental Agency or Authority in each case on the part of or with respect to Youbet;

(iii) require, on the part of Youbet, any consent by or approval (including any approval of the stockholders of Youbet) or authorization of or notice to any other Person, whether under any license or other Contract or otherwise, which has not been obtained;

(iv) conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or create any rights of termination, cancellation or acceleration in any Person under any material Contract to which Youbet is a party (any such conflict, violation, breach or default, a “Violation”); or

(v) result in a Violation of, under or pursuant to any Law or Judgment (each as defined below) applicable to Youbet or by which it, or any of its material assets are bound or affected.

(d) Each of (i) the Termination Shares, (ii) the shares of Youbet Common Stock issued pursuant to Section 1.3(i) in respect of the Initial Settlement Payment, and (iii) the shares of Youbet Common Stock, if any, issued pursuant to Section 1.3(ii) in respect of the Remaining Settlement Payment shall, when issued in accordance with this Agreement, be duly and validly issued and fully paid and non-assessable, and no stockholder of Youbet will have any preemptive right of subscription or purchase in respect thereof, and will be free and clear of any Liens or Restrictions whatsoever (other than restrictions on transfer under federal or state securities laws).

(e) Since May 18, 2001, Youbet has not issued or sold any shares of Youbet Common Stock or securities exchangeable or exercisable for, or convertible into, shares of Youbet Common Stock for consideration of less than $2.50 per share, other than (i) shares of Youbet Common Stock issued upon exercise of options and warrants listed on Schedule 2.03 of the Warrant Issuance Agreement, (ii) warrants to purchase an aggregate of 200,000 shares of Youbet Common Stock issued on March 21, 2002 to corporations controlled by David M. Marshall and Lawrence Lucas; (iii) warrants issued in connection with the Rice-Voelker Transaction, (iv) stock options issued pursuant to the Youbet 1998 Stock Option Plan which remain outstanding and unexercised on the date hereof, and (v) the securities listed on Schedule 1.1.

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SECTION 3.2 Representations and Warranties of TVG. TVG represents and warrants to Youbet as follows:

(a) TVG is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power to carry on its business as now conducted and to own its assets. TVG has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

(b) The General Partner of TVG has approved the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by TVG and constitutes the legal, valid and binding obligation of TVG, enforceable against TVG in accordance with its terms.

(c) The execution and delivery by TVG of this Agreement does not, and the performance by TVG of its obligations hereunder and the consummation of the transactions contemplated hereby will not:

(i) conflict with or violate TVG’s Certificate of Limited Partnership or Agreement of Limited Partnership;

(ii) require any consent, approval, order or authorization of or other action by any Governmental Agency or Authority or any registration, qualification, declaration or filing with or notice to any Governmental Agency or Authority in each case on the part of or with respect to TVG;

(iii) require, on the part of TVG, any consent by or approval (including any approval of the limited partners of TVG) or authorization of or notice to any other Person, whether under any license or other Contract or otherwise, which has not been obtained;

(iv) result in any Violation under any material Contract to which TVG is a party; or

(v) result in a Violation of, under or pursuant to any Law or Judgment applicable to TVG or by which it, or any of its material assets are bound or affected.

ARTICLE 4

TERMINATION OF LITIGATION AND RELATED MATTERS

SECTION 4.1 Dismissal of Litigation. TVG and Youbet agree to immediately take all actions necessary to seek the dismissal of the Chancery Action and the Arbitration Proceeding with prejudice. In that connection, as promptly as practicable, TVG shall cause to be delivered (i) to the Court of Chancery of the State of Delaware a stipulation of dismissal concerning the Chancery Action substantially in the form attached hereto as Exhibit G and (ii) to the American Arbitration Association a stipulation of dismissal concerning the Arbitration Proceeding substantially in the form attached hereto as Exhibit H. To the extent that any such dismissal may require entry of an order, the parties hereto shall use their best efforts to secure that order.

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SECTION 4.2 Release of Claims. (a) TVG and its subsidiaries, parents, affiliates, predecessors, successors, officers, directors, agents, attorneys, employees and assigns (collectively, the “TVG Parties”) hereby forever release, waive, acquit and discharge Youbet and its subsidiaries, affiliates, predecessors, successors, officers, directors, agents, attorneys, employees and assigns (collectively, the “Youbet Parties”) of and from all liabilities, claims, actions, causes of actions, suits, demands and damages arising from or related to (i) the actions taken by the Youbet Parties prior to the date of this Agreement to implement or adopt the Classified Board Provision or the Supermajority Voting Provision, and (ii) the adjustment to the Exercise Price of the TVG Warrant as a result of the Rice-Voelker Transaction and the Other Shares; provided, however, that nothing contained in this Section 4.2(a) shall be construed to constitute a release or a covenant not to sue on the part of the TVG Parties with respect to any claims or causes of action any TVG Party may have against any of the Youbet Parties (A) relating to or arising out of the License and Content Agreement, dated May 18, 2001, between TVG and Youbet, (B) seeking an adjustment to the Exercise Price of the TVG Warrant in connection with any transaction or share issuance other than the Rice-Voelker Transaction or the Other Shares, (C) relating to or arising out of any Contract between Youbet and any of its officers or directors (including any Contract providing for severance, retirement, termination or retention payments); and (D) with respect to the enforcement or breach of this Agreement.

(b) Each of the Youbet Parties hereby forever releases, waives, acquits and discharges each of the TVG Parties of and from all liabilities, claims, actions, causes of action, suits, demands and damages arising from or related to the Chancery Action, the Arbitration Proceeding or any of the matters alleged therein.

ARTICLE 5

MISCELLANEOUS

SECTION 5.1 Entire Agreement; Amendments. This Agreement, together with all Schedules and Exhibits hereto, constitute the entire understanding of the parties with respect to the transactions contemplated hereunder. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

SECTION 5.2 Expenses. Except as otherwise provided herein, TVG and Youbet shall each pay its own expenses incident to the negotiation, preparation, and carrying out of this Agreement, including all fees and expenses of its counsel for all activities of such counsel.

SECTION 5.3 Survival. All representations, warranties and covenants shall survive the consummation of the transactions contemplated hereby.

SECTION 5.4 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.

SECTION 5.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.

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SECTION 5.6 Counterparts. This Agreement may be executed by facsimile and in multiple counterparts, all of which shall be considered one and the same instrument and shall become effective when all counterparts have been signed by each party hereto and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart.

SECTION 5.7 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand or by a reputable national overnight delivery service, or mailed by registered or certified mail, return receipt requested, or sent via facsimile, with confirmation of receipt, to the parties at the following address or at such other address for a party as shall be specified by notice hereunder:

if to Youbet, to:

Youbet.com, Inc.

5901 DeSoto Avenue

Woodland Hills, California 91367

Attention: Victor Gallo

Telephone: (818) 688-2100

Facsimile No.: (818) 688-2101

with a copy to:

Howrey Simon Arnold & White, LLP

1299 Pennsylvania Avenue, N.W.

Washington, D.C. 20004-2402

Attention: Alan M. Fisch

Telephone: (202) 783-0800

Facsimile No.: (202) 383-6610

if to TVG, to:

TVG Network

6701 Center Drive West

Suite 160

Los Angeles, California 90045

Attention: John Hindman

Telephone: (310) 242-9520

Facsimile No.: (310) 242-9521

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with copies to:

Richards, Layton & Finger, P.A.

One Rodney Square

P.O. Box 551

Wilmington, Delaware 19899

Attention:  Kevin G. Abrams

                  J. Travis Laster

Telephone: (302) 651-7720

Facsimile: (302) 658-6548

and to:

Baker Botts L.L.P.

30 Rockefeller Plaza

New York, New York 10112

Attention: Lee D. Charles

Telephone: (212) 408-2500

Facsimile No.: (212) 408-2501

Any such notice shall be deemed to have been given (a) upon actual delivery, if delivered by hand, (b) on the next Business Day following deposit of such notice, properly addressed with carriage prepaid, with a reputable national overnight delivery service, (c) on the third Business Day following deposit of such notice, properly addressed with postage prepaid, with the United States Postal Service if mailed by registered or certified mail, return receipt requested, or (d) upon sending such notice, if sent via facsimile, with confirmation of receipt.

SECTION 5.8 Successors and Assigns. This Agreement may not be assigned (either voluntarily or involuntarily) by any party hereto without the express written consent of the other party. Any attempted assignment in violation of this Section shall be void and ineffective for all purposes.

SECTION 5.9 Governing Law and Venue; Consent to Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to the conflict of law principles thereof. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware, so long as such court shall have subject matter jurisdiction over such suit, action or proceedings, or alternatively in any state or federal court located within the State of Delaware. The parties hereto irrevocably waive, to the fullest extent permitted by law, any objection that the parties may now or hereafter have to the personal jurisdiction of such court, the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process of such party as provided in Section 5.7 shall be deemed effective service of process on such party.

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SECTION 5.10 Specific Enforcement. The parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in connection therewith, that the non-breaching parties would be irreparably damaged in the event any provision of this Agreement is not performed in accordance with its specific terms or were otherwise breached and that the non-breaching parties shall be entitled to equitable relief (including injunction and specific performance) in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction, as a remedy for any material breach or to prevent any material breach of this Agreement. Such remedies shall not be deemed to be exclusive remedies for a breach or anticipatory breach of this Agreement, but shall be in addition to all other remedies available at law or equity.

SECTION 5.11 Rules of Construction. The parties hereto acknowledge that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

SECTION 5.12 Press Release and Announcements. No party shall issue any press release or other public announcement relating to the subject matter of this Agreement or the transactions contemplated hereunder without prior approval of the other party, except that Youbet may issue the press release attached hereto as Exhibit I.

ARTICLE 6

DEFINITIONS

SECTION 6.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings specified below unless the context otherwise requires:

Affiliate: As defined in Rule 12b-2 of the Securities Exchange Act of 1934.

Agreement: This Settlement Agreement and the Schedules and Exhibits attached hereto.

Amended Severance Agreement: The Amendments, each dated as of February 17, 2004, to the Severance Agreements, dated August 27, 2003, between Youbet and each of Arcelia Padilla and Michael Stark, in the forms set forth as Exhibits E and F

Amended Supplements: The Amendments, each dated as of February 17, 2004, to the Supplement to Employment Agreements, each dated as of August 27, 2003, between Youbet and each of Gary Sproule, Michael Veitch and Victor Gallo, in the form set forth as Exhibits B, C and D.

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Arbitration Proceeding: The proceeding filed with the American Arbitration Association, captioned ODS Technologies, L.P. v. Youbet.com, Inc., Case No. 14 168 01898 03.

Associate: As defined in Rule 12b-2 of the Securities Exchange Act of 1934.

Beneficially Own and Beneficial Ownership: With respect to any securities shall mean having beneficial ownership as determined pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934 including pursuant to any agreement, arrangement or understanding, whether or not in writing.

Business Day: Any day other than Saturday, Sunday or a day in which banks are required or permitted to close in New York, New York.

Chancery Action: The action in the Court of Chancery of the State of Delaware captioned ODS Technologies, L.P. v. David M. Marshall, Charles F. Champion, Gary Adelson, Guy Chipparoni, James Edgar, Joseph F. Barletta and Youbet.com, Inc., Civil Action No. 20527.

Change of Control: Any (i) change in the direct or indirect record or beneficial ownership of any equity securities of Youbet, (ii) merger, consolidation, statutory share exchange or other similar transaction involving Youbet or any of its subsidiaries, or (iii) change in the composition of the board of directors of Youbet or any of Youbet’s subsidiaries.

Classified Board Provision: The proposed amendments to the Youbet Charter and Youbet Bylaws that would classify the Youbet Board.

Contract: Any agreement, contract, license, indenture, lease, mortgage, license, plan, arrangement, commitment or instrument (whether written or oral).

D&O Claim: As defined in Section 1.3.

Exercise Price: As defined in the TVG Warrant.

Governmental Agency or Authority: Any nation or government, any state, or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

Group 1 Executives: Each of Gary W. Sproule, Michael J. Veitch, Victor Gallo, Michael Stark and Archie Padilla.

Initial Settlement Payment: As defined in Section 1.3.

Judgment: Any judgment, writ, order or decree of or by any court, judge, justice or magistrate, including any bankruptcy court or judge, and any order of or by any other Governmental Agency or Authority.

Law: The common law and any statute, ordinance, code or other law, rule, regulation, order, technical or other standard, requirement or procedure enacted, adopted, applied or followed by any Governmental Agency or Authority (including any court).

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Lien: Any mortgage, pledge, lien, encumbrance, charge, adverse claim or restriction of any kind affecting title or resulting in an encumbrance against property, real or personal, tangible or intangible, or a security interest of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, any third party option or other agreement to sell and any filing of or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction).

License Agreement: As defined in Section 4.3.

Other Shares: Those shares of Youbet common stock issued since May 18, 2001 for consideration of less than $2.50 per share upon exercise of certain stock options and warrants which are listed on Schedule 1.1 hereto, representing 508,435 shares in the aggregate.

Party; Parties: As the context requires, either or both of TVG or Youbet, collectively.

Person: Any individual, partnership, joint venture, corporation, company, trust, incorporated organization, Governmental Agency or Authority, business association or any other entity.

Proposed Amendments: The Classified Board Provision and the Supermajority Voting Provision.

Remaining Settlement Amount: As defined in Section 1.3

Remaining Settlement Payment: As defined in Section 1.3.

Restrictions: With respect to any capital stock or other security, any voting or other trust or agreement, option, warrant, escrow arrangement, proxy, buy-sell agreement, power of attorney or other Contract, arrangement or understanding, any Judgment or any Law (other than the Securities Act of 1933 and customary securities or “blue sky” laws of any jurisdiction restricting the transfer of securities) which, conditionally or unconditionally, (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of or issue, or otherwise results or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may result in any Person acquiring, (x) any of such capital stock or other security; (y) any of the proceeds of, or any distributions paid or which are or may become payable with respect to, any of such capital stock or other security; or (z) any interest in such capital stock or other security or any such proceeds or distributions; (ii) restricts or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock or other security or any such proceeds or distributions; or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may create a Lien or purported Lien on such capital stock or other security, proceeds or distributions.

Revised Proxy Statement: The Revised Proxy Statement on Schedule 14A filed by Youbet with the SEC on November 17, 2003.

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Rice-Voelker Warrants: Warrants to purchase an aggregate of 2,998,400 shares that Youbet repriced and extended in connection with the Rice-Voelker Transaction.

Rice-Voelker Transaction: The financing transaction effective February 18, 2003, in which Youbet issued $2 million in short term notes to investors.

SEC: The U.S. Securities and Exchange Commission.

Settlement Amount: As defined in Section 1.3.

Supermajority Voting Provision: The proposed amendments to the Youbet Charter and Youbet Bylaws that would eliminate the power of the Youbet Board to amend the Youbet Bylaws and require the approval of 66 ²/3% of Youbet’s outstanding common stock for any future amendments to the Youbet Charter or Youbet Bylaws.

Termination Shares: As defined in Section 1.2.

TVG Parties: As defined in Section 4.3.

TVG Warrant: The warrant dated September 20, 2001 issued by Youbet to TVG pursuant to the Warrant Issuance Agreement.

Violation: As defined in Section 3.1(c)(iv).

Warrant Issuance Agreement: The Warrant Issuance Agreement, dated as of May 18, 2001, between TVG and Youbet.

Warrant Termination Notice: As defined in Section 1.2.

Youbet Board: The board of directors of Youbet.

Youbet Bylaws: The Bylaws of Youbet.

Youbet Charter: The certificate of incorporation of Youbet.

Youbet Common Stock: The common stock, par value $.001 per share, of Youbet.

Youbet Parties: As defined in Section 4.3.

SECTION 6.2 Terms Generally. The definitions in Section 6.1 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”. The words “herein”, “hereof” and “hereunder” and words of similar import refer to this Agreement (including the Exhibits and Schedules) in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless the context shall

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otherwise require, any references to any statute or regulation are to it as amended and supplemented. 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first referred to above.

YOUBET.COM, INC.
By:	/S/  GARY SPROULE
	Name: Gary Sproule
	Title: CFO and Secretary
ODS TECHNOLOGIES, L.P.
d/b/a TVG NETWORK
By:	TV Guide, Inc., a General Partner

By:	/S/  RYAN O’HARA
	Name: Ryan O’Hara
	Title:

For purposes of Section 2.2(a) only:

/S/  CHARLES F. CHAMPION

CHARLES F. CHAMPION

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