YTB INTERNATIONAL, INC. 2007 SALES DIRECTOR BONUS PLAN

The purpose of the YTB International, Inc. 2007 Sales Director Bonus Plan (the “ Plan ”) is to provide designated Sales Directors who perform services for YTB International, Inc. (the “ Company ”) and its YourTravelBiz.com, Inc. subsidiary and who reach certain performance criteria with the opportunity to receive grants of nonqualified stock options. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting the Company’s shareholders, and will align the economic interests of the participants with those of the shareholders.

1.    Administration

(a)    Committee . The Plan shall be administered and interpreted by the Board of Directors of the Company or by the compensation committee consisting of members of the Board, which shall be appointed by the Board. The committee may delegate authority to one or more subcommittees as it deems appropriate. To the extent that a committee or subcommittee administers the Plan, references in the Plan to the “Board” shall be deemed to refer to the committee or subcommittee.

(b)    Board Authority . Consistent with the terms of the Plan, the Board shall have the sole authority to (i) determine the individuals to whom grants shall be made under the Plan and (ii) deal with any other matters arising under the Plan.

(c)    Board Determinations . The Board shall administer and interpret the Plan consistent with the terms of the Plan. The Board’s interpretations of the Plan and all determinations made by the Board pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Board shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

2.    Grants

Awards under the Plan shall consist of grants of nonqualified stock options as described in Section 5 (“ Options ”). All Options shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Board deems appropriate and as are specified in writing by the Board to the individual in a grant instrument or an amendment to the grant instrument (the “ Grant Instrument ”). All Grants shall be made conditional upon the Grantee’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determination of the Board shall be final and binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest under such Grant. The Board shall approve the form and provisions of each Grant Instrument.

3.    Shares Subject to the Plan

(a)    Shares Authorized . Following the effective date of the Company’s proposed reclassification of its common stock to be voted upon at the June 11, 2007 Annual Meeting of Stockholders (the “ Proposed Reclassification ”), the aggregate number of shares of Class A common stock of the Company (“ Company Stock ”) that may be issued or transferred under the Plan is 40,000,000 shares, subject to adjustment as described below. The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, the shares subject to such Grants shall again be available for purposes of the Plan.

(b)    Adjustments . If, following the Proposed Reclassification, there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for Grants, the maximum number of shares of Company Stock that any individual participating in the Plan may be granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued under the Plan, and the price per share of such Grants may be appropriately adjusted by the Board to reflect any increase or decrease in the number of, or change in the kind or value of, issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Board shall be final, binding and conclusive.

4.    Eligibility for Participation

(a)    Eligible Persons . All Sales Directors who perform services for the Company or any of its parents or subsidiaries shall be eligible to participate in the Plan. Sales Directors who receive Grants under this Plan shall hereinafter be referred to as “ Grantees .”

(b)    Selection of Grantees . Sales Directors who as of June 30 ^th or December 31 ^st of any calendar year (or the business day preceding such date) (a “ Measurement Date ”) meet the following conditions shall receive an Option grant as set forth in Section 5:

(i)    A Sales Director needs to have the greater of 2,000 or the next level of number of Referring Travel Agents (“ RTAs ”) in his or her downline organization;

(ii)    A Sales Director must increase the absolute number of RTAs in his or her downline from the number required for the achievement level at which the Sales Director received his or her last prior award to the number required for the next achievement level;

(iii)    A Sales Director must satisfy the applicable balance level among his or her downlines;

(iv)    During the prior twelve month period that includes the Measurement Date, a Sales Director must have held no less than eight (8) RTA certification meetings and attended all Sales Director meetings called by our senior management; and

(v)    A Sales Director may not have become a representative for any other network marketing company.

5.    Granting of Options

(a)    Option Grants . On the fifteenth (15 ^th ) day after the applicable Measurement Date, (January 15 ^th or July 15 ^th , or if such date is not a business day, the next business day following such date) (the “ Grant Date ”) the Company shall grant Options to eligible Sales Directors.

(b)    Shares Underlying Option .

(i)    The number of shares underlying each Option grant shall equal the Number of Units assigned to the Sales Director based upon the criteria set forth in (ii) below divided by fifty percent (50%) of the Fair Market Value (as defined below) of a share of Company Stock on the Grant Date.

(ii)    The Number of Units assigned to each Sales Director shall be based upon the following:

(c)    Type of Option and Price.

(i)    No Options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). All options will be treated as nonqualified stock options.

(ii)    The purchase price (the “ Exercise Price ”) of Company Stock subject to an Option shall be equal to fifty percent (50%) of the Fair Market Value (as defined below) of a share of Company Stock on the Grant Date.

(iii)    If the Company Stock is publicly traded, then the Fair Market Value per share shall be determined as follows: (x) if the principal trading market for the Company Stock is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the latest preceding date upon which a sale was reported prior to the relevant date, or (y) if the Company Stock is not principally traded on such exchange or market, the mean between the last reported “bid” and “asked” prices of Company Stock on the latest preceding date for which such information was reported prior to the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Board determines. If the Company Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set forth above, the Fair Market Value per share shall be as determined by the Board.

(d)    Option Term . The term of any Option shall not exceed three (3) years from the Grant Date. All options not otherwise exercised prior to the earlier of (i) the exercise dates set forth in (e) below or (ii) the expiration of their term shall terminate as of the end of the term.

(e)    Vesting and Exercisability of Options.  

(i)    All Options shall be 100% vested upon the Grant Date.

(ii)    Except as provided in (iii) below, Options may only be exercised on the following dates:

To the extent that application of the percentages set forth in the above table would lead to the issuance of fractional shares of Company Stock on any exercise date, the percentage of the Option exercisable as of such exercise date and as of the other two exercise dates shall be adjusted as minimally as possible (either up or down) so as to allow for the issuance of the nearest whole number of shares upon each such exercise date while preserving the total number of shares issuable upon exercise of the Option as a whole.

(iii)    Notwithstanding (ii) above, to the extent that the Fair Market Value of the Company Stock exceeds the Exercise Price upon the earliest to occur of the following per