RESTRICTED STOCK AWARD

RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) effective as of the 22 ^nd day of June, 2009 by and between YTB INTERNATIONAL, INC., a Delaware corporation with principal executive offices located at 1901 East Edwardsville Road, Wood River, IL 62095 (the “ Company ”), and __________ (the “ Grantee ”), with an address at c/o YTB International, 1901 East Edwardsville Road, Wood River, IL 62095.

WHEREAS, on ___________ (the “ Grant Date ”), the  Board of Directors (the “ Board ”) of the Company granted to the Grantee a restricted stock award (the “ Award ”) in connection with the Grantee’s election to the Board on ____________;

WHEREAS, pursuant to the Company’s policy  of compensating its non-employee members of the Board, the Award shall consist of shares of the Company’s Class A common stock, $0.001 par value per share (“ Class A Common Stock ”), valued at $40,000, based on the Fair Market Value of the Class A Common Stock as of the Grant Date; and

WHEREAS, the Award   shall be granted under the Company’s 2004 Stock Option and Restricted Stock Plan, as amended and restated (the “ 2004 Plan ”) (all capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in the 2004 Plan).

NOW, THEREFORE, the Company and the Grantee, intending to be legally bound hereby, agree as follows:

(a)            Subject to the terms and conditions of the 2004 Plan and those set forth below in this Agreement, Grantee shall receive an Award of _______ shares of Class A Common Stock (the “ Shares ”).   The Award shall vest in accordance with Section 2 below.

(b)            The Award shall be administered and interpreted by the Board.  The Board may delegate its authority to a committee or subcommittee, which may consist of members of the Board.  Unless otherwise specified in this Agreement, the term “Board” shall include any committee or subcommittee to which the Board has delegated such authority.

(a)            Except as otherwise provided in this Agreement, the number of Shares constituting the Award shall vest ratably according to the vesting schedule set forth below; provided, however, that the Grantee has continued to serve as a director of the Company as of each Vesting Date set forth below.

(b)            Any unvested portion of the Award shall be immediately forfeited upon the Grantee’s failure for any reason to serve as a director of the Company.

(a)            The Grantee may not assign, transfer, pledge, or otherwise dispose of (any such action being hereinafter referred to as a “ Disposition ”) any unvested Shares or rights under this Agreement.  Any attempt to assign, transfer, pledge, or otherwise dispose of any unvested Shares or any rights under this Agreement contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the unvested Shares, shall be null, void, and without effect and shall result in the immediate forfeiture to the Company without consideration of any unvested Shares. The Grantee acknowledges that the Shares are “control securities” under Rule 144 (“ Rule 144 ”) promulgated under the Securities Act of 1933, as amended, and as such, understands that he or she must resell the Shares subject to all conditions and limitations set forth in Rule 144 applicable to control securities. The Grantee understands and agrees that the Company may require, as a condition to any Disposition of the Shares by the Grantee, that the Grantee furnish to the Company a representation letter and an opinion of counsel satisfactory to the Company that such Disposition is permissible under Rule 144.

(b)            The Grantee acknowledges that the Company’s Insider Trading Policy (the “ Insider Trading Policy ”) imposes restrictions upon the Disposition of the Shares and agrees that any Disposition is subject to the terms of the Insider Trading Policy, Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and Section 16(b) of the Exchange Act.

(c)            Notwithstanding any other provision of this Agreement, the award, issuance, vesting and delivery to the Grantee of the Shares and any distributions thereon shall be subject to compliance with all applicable laws and regulations from time to time in effect and with the rules and regulations of any securities exchange on which securities of the Company may then be listed.  The Grantee hereby agrees to take any action and consents to the taking of any action by the Company, with respect to the Shares awarded hereunder, necessary to achieve compliance with such laws, regulations and rules.  Any determination by the Company with respect to the need for any action in order to achieve such compliance with laws, regulations or rules shall be final, binding and conclusive.

(d)            The Grantee hereby agrees to indemnify the Company and hold it harmless from and against any and all damages or liabilities incurred by the Company (including liabilities for attorneys’ fees and disbursements) arising out of any breach by the Grantee of this Agreement, including, without limitation, any attempted disposition of the Shares by the Grantee in violation of this Agreement, applicable securities law requirements, or the Insider Trading Policy.

(e)            The Grantee agrees that any legends required or deemed necessary or appropriate by the Company under federal or state securities laws, may be placed on the certificate(s) representing the Shares.  The following legend shall be placed on the Shares:

NOTICE IS HEREBY GIVEN THAT THE SHARES OF CLASS A COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, GIFTED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH, THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THE AGREEMENT BETWEEN YTB INTERNATIONAL, INC. AND THE GRANTEE (THE “ AGREEMENT ”), A COPY OF WHICH IS ON FILE AT THE OFFICE OF YTB INTERNATIONAL, INC.  NO SUCH TRANSACTION SHALL BE RECOGNIZED AS VALID OR EFFECTIVE UNLESS THERE SHALL HAVE BEEN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT.  IN ADDITION, THE SHARES OF CLASS A COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE DEEMED “CONTROL” SECURITIES AND THEIR RESALE IS SUBJECT TO CERTAIN PROVISIONS OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(f)   &nbs