TERM NOTE A

Exhibit 10.2

Term Note A

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 Ten Million and no/100 Dollars ($10,000,000.00), or, if less, the aggregate unpaid principal amount of Term Loan A, together with interest thereon from the date hereof at the rates set forth in that certain Loan and Security Agreement of even date herewith by and between Lender and Borrowers, as amended, renewed or restated from time to time (collectively 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 and shall be paid as set forth in the Loan Agreement. 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. Capitalized terms used but not otherwise defined herein are used herein as defined in the Loan Agreement.

Borrowers shall pay the principal portion of the Liabilities evidenced by this Note to Lender as follows: (a) eight (8) successive quarterly principal payments beginning on December 31, 2008, and continuing on the last day of each calendar quarter thereafter through September 30, 2010, each in an amount equal to the product of (i) the percent obtained by dividing the total principal amount drawn on Term Loan A (regardless of repayments) as of each such quarterly payment date by $10,000,000, and (ii) One Million Two Hundred Fifty Thousand and no/100 Dollars ($1,250,000.00), and (b) a final payment of all then outstanding Liabilities evidenced by this Note on November 30, 2010, all without demand therefor or notice thereof from Lender to Borrower or any other person or entity. Interest hereunder shall be paid as set forth in the Loan Agreement. 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 pursuant to Section 12.14 of 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,