REVOLVING NOTE

Exhibit 10.3

Revolving Note

FOR VALUE RECEIVED, the undersigned, Youbet.com, Inc., a Delaware corporation (“Youbet”), United Tote Company, a Montana corporation (“United Tote”), and Youbet Services Corporation, a Delaware corporation (“Youbet Services”) (Youbet, United Tote and Youbet Services are each individually a “Borrower” and collectively the “Borrowers”), jointly and severally promise to pay to the order of National City Bank, a national banking association (“Lender”), on or before November 30, 2010, the principal sum of Five Million and no/100 Dollars ($5,000,000.00), or, if less, the aggregate unpaid principal amount of all Revolving Loans Lender may have advanced to Borrowers pursuant to Section 2.1(A) of that certain Loan and Security Agreement of even date herewith by and among Lender and Borrowers (as amended, renewed or restated from time to time, the “Loan Agreement”), together with interest thereon from the date hereof at the rates and in accordance with the terms and provisions set forth in the Loan Agreement. Interest shall be calculated on the basis of a three hundred sixty (360) day year for the actual number of days in which any of the Liabilities remain outstanding. Upon maturity or an “Event of Default” (hereinafter defined), whichever is first to occur, interest shall accrue upon the outstanding Liabilities at the Default Rate. Payment of the Liabilities shall be made at One North Franklin, 20 ^th Floor, Chicago, Illinois 60606, or at such other location as Lender may designate in writing from time to time. Capitalized terms used but not otherwise defined herein are used herein as defined in the Loan Agreement.

Each Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Lender on account of the Liabilities, and each Borrower agrees that Lender shall have the continuing exclusive right to apply and reapply any and all payments in such manner and in such order as Lender may deem advisable, including, but not limited to, the payment of any costs, fees and expenses due and owing by Borrowers to Lender.

The full and timely payment of the Liabilities and Borrowers’ full and timely performance of the Covenants are secured by security interests, liens and encumbrances granted by Borrowers to Lender pursuant to the Loan Agreement and the other agreements, instruments, documents and guaranties as heretofore, contemporaneously herewith or may hereafter be executed and delivered to Lender by Borrowers and any other persons and entities, from time to time, as the case may be, evidencing, securing or guarantying the Liabilities and the Covenants (collectively the “Collateral Documents”), including, without limitation: (i) that certain Stock Pledge Agreement of even date herewith executed and delivered by Youbet to Lender, (ii) that certain Intellectual Property Security Agreement of even date herewith by and between Borrowers and Lender, and (iii) all amendments, restatements and renewals of the foregoing.

Upon the occurrence of an Event of Default at the option of Lender or the legal holder hereof, as the case may be, and without demand therefor or notice thereof from Lender to Borrowers or any other Person, all of the Liabilities shall be immediately due and payable and shall be collectible immediately or at any time after the occurrence and during the continuation of such Event of Default. The acceptance by Lender of any partial payment of the Liabilities after an Event of Default will not establish a custom, or waive any of Lender’s rights or remedies pursuant to this Note, the Collateral Documents, at law, in equity or otherwise. Borrowers and every endorser of this Note hereby each waive presentment, demand and protest, and notice of presentment, demand, protest, default, non-payment, maturity, release, compromise, amendment, modification, settlement, extension or renewal of the Liabilities or this Note, the Covenants, the Collateral Documents or any collateral or security for the Liabilities or the Covenants.

Any forbearance by Lender or the legal holder hereof, as the case may be, in exercising any right or remedy pursuant to this Note or the Collateral Documents, at law, in equity or otherwise, shall not be or be deemed a waiver of nor shall preclude the subsequent exercise of any such right or remedy.

If at any time or times before or after an Event of Default, Lender:

A. employs