STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--GROSS

            (DO NOT USE THIS FORM FOR MULTI-TENANT PROPERTY)



1.  BASIC PROVISIONS ("BASIC PROVISIONS")



    1.1  PARTIES: This Lease ("LEASE"), dated for reference purposes only,

March 11, 2000, is made by and between RONALD G. COX, Trustee of THE R.G. COX

REVOCABLE TRUST ("LESSOR") AND YOUBET.COM, INC., a Delaware corporation

("Lessee") (collectively the "PARTIES," or individually a "PARTY").



    1.2  PREMISES: That certain real property, including all improvements

therein or to be provided by Lessor under the terms of this LEASE, and

commonly known by the street address of 5901 DeSoto Avenue, Woodland Hills

located in the County of Los Angeles, State of California and generally

described as (describe briefly the nature of the property) a commercial

building (the "Building") containing approximately 30,039 useable square feet

and related improvements, (including parking areas) and legally described in

Exhibit "A" attached hereto ("PREMISES"). (See Paragraph 2 for further

provisions.)



    1.3  TERM: Ten (10) years and no months ("ORIGINAL TERM") commencing on

the "Commencement Date" set forth in Paragraph 72 hereof ("COMMENCEMENT DATE")

and ending on the "Expiration Date" set forth in Paragraph 72 hereof.

("EXPIRATION DATE"). (See Paragraph 3 for further provisions.)



    1.4  EARLY POSSESSION: March 15, 2000 ("Early Possession Date"). (SEE

PARAGRAPHS 3.2 and 3.3 FOR FURTHER PROVISIONS.)



    1.5  BASE RENT: $60,078.00 per month ("BASE RENT"), payable on the first

(1st) day of each month commencing on the Commencement Date (See Paragraph 4

for further provisions.)

/X/ If this box is checked, there are provisions in this Lease for the Base

Rent to be adjusted.



    1.6  BASE RENT PAID UPON EXECUTION: $120,156.00 as Base Rent for the

period specified in Paragraph 52 hereof.



    1.7  SECURITY DEPOSIT: $60,078.00 ("SECURITY DEPOSIT"). (See Paragraph 5

for further provisions).



    1.8  PERMITTED USE: general office purposes and other legal uses

consistent with similar quality office buildings in the immediate area of the

Premises, so long as not prohibited by this Lease or the CC & Rs. (See

Paragraph 6 for further provisions.)



    1.9  INSURING PARTY: Lessor is the "INSURING PARTY." $6,353.00 is the

"BASE PREMIUM." (See Paragraph 8 for further provisions.)



    1.10 REAL ESTATE BROKERS: The following real estate brokers

(collectively, the "BROKERS") and brokerage relationships exist in this

transaction and are consented to by the Parties (check applicable boxes):

CB Richard Ellis represents

/X/ Lessor exclusively ("LESSEE'S BROKER"); / / both Lessee and Lessor, and

Lee & Associates represents

/X/ Lessee exclusively ("LESSEE'S BROKER"); / / both Lessee and Lessor. (See

Paragraph 15 for further provisions.)



    1.11 Intentionally Omitted



    1.12 ADDENDA. Attached hereto is an Addendum or Addenda consisting of

Paragraphs _____ through _____ and Exhibits "A," "B," "C," "D," and "E"

all of which constitute a part of this Lease.



2. PREMISES



    2.1  LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases

from Lessor, the Premises, for the term, at the rental, and upon all of the

terms, covenants and conditions set forth in this Lease. Unless otherwise

provided herein, any statement of square footage set forth in this Lease, or

that may have been used in calculating rental, is an approximation which

Lessor and Lessee agree is reasonable and the rental based thereon is not

subject to revision whether or not the actual square footage is more or less.



    2.2  CONDITION. Lessor shall deliver the Premises to Lessee clean and

free of debris on the Early Possession Date and warrants to Lessee that the

existing plumbing, fire sprinkler system, lighting, air conditioning,

heating, and loading doors, if any, in the Premises, other than those

constructed by Lessee, shall be in good operating condition on the Early

Possession Date. If a non-compliance with said warranty exists as of the

Early Possession Date, Lessor shall, except as otherwise provided in this

Lease, promptly after receipt of written notice from Lessee setting forth

with specificity the nature and extent of such non-compliance, rectify same at

Lessor's expense. If Lessee does not give Lessor written notice of a

non-compliance with this warranty within thirty (30) days after the Early

Possession Date, correction of that non-compliance shall be the obligation of

Lessee at Lessee's sole cost and expense.



    2.3  COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE. Lessor

warrants to Lessee that the improvements on the Premises comply with all

applicable covenants or restrictions of record and applicable building codes,

regulations and ordinances in effect on the Commencement Date. Said warranty

does not apply to the use to which Lessee will put the Premises or to any

Alterations or Utility installations (as defined in Paragraph 7.3(a)) made or

to be made by Lessee. If the Premises do not comply with said warranty,

Lessor shall, except as otherwise provided in this Lease, promptly after

receipt of written notice from Lessee setting forth with specificity the

nature and extent of such non-compliance, rectify the same at Lessor's

expense. If Lessee does not give Lessor written notice of a non-compliance

with this warranty within six (6) months following the Commencement Date,

correction of that non-compliance shall be the obligation of Lessee at

Lessee's sole cost and expense.



    2.4  ACCEPTANCE OF PREMISES. Lessee hereby acknowledges: (a) that is has

been advised to satisfy itself with respect to the condition of the Premises

(including by not limited to the electrical and fire sprinkler systems,

security, environmental aspects, compliance with Applicable Law, as defined

in Paragraph 6.3) and the present and future suitability of the Premises for

Lessee's intended use, (b) that Lessee has made such investigation as it

deems necessary with reference to such matters and subject to Paragraphs 2.2

and 2.3 assumes all responsibility therefor as the same relate to Lessee's

occupancy of the Premises and/or the term of this Lease, and (c) that neither

Lessor, nor any of Lessor's agents has made any oral or written

representations or warranties with respect to the said matters other than as

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