This
instrument was prepared by:

    


    When
recorded return to (name, address):

    


    
      
        
          
            
              	
                      Space Above This Line For Recording
      Data

                    	 
      


            

          

        

      

    

    


    MORTGAGE

    


    1.       
DATE AND PARTIES. The
date of this Mortgage (the “Mortgage”) is September 30, 2009 and the parties,
their addresses and tax identification numbers, if required, are as
follows:

     

    
      
        	
                 
      

              	
                MORTGAGOR:

              	
                YTB
      INTERNATIONAL INC, a Delaware
Corporation

              


      

      
        	
                 
      

              	
                1901
      East Edwardsville Road

              


      

      
        	
                 
      

              	
                Wood
      River, Illinois 62095

              


      

      


      
        	
                 
      

              	
                LENDER:

              	
                FH
      PARTNERS LLC, a Texas limited liability
company

              


      

      
        	
                 
      

              	
                P.O.
      Box 8216 (mail only)

              


      

      
        	
                 
      

              	
                6400
      Imperial Drive (delivery only)

              


      

      
        	
                 
      

              	
                Waco,
      McLennan County, Texas
76714-8216

              


      

    

    


    
      	
              2.

            	
              CONVEYANCE. For good and
      valuable consideration, the receipt and sufficiency of which is
      acknowledged, and to secure the Secured Debt (defined below) and
      Mortgagor's performance under this Mortgage, Mortgagor grants, bargains,
      sells, conveys, mortgages and warrants to Lender the following described
      property:

            


    

    


    Two
tracts of land containing 8.84 acres of land, more or less, the first tract
containing 3.84 acres of land, more or less, being part of a 94 acre tract of
land described in Deed Book 384, Page 446 in the Madison County, Illinois
Recorder’s Office and being a part of the Northeast Quarter of Section 26,
Township 5 North, Range 9 West of the Third Principal Meridian, Madison County,
Illinois, and the second tract of land containing 5.0 acres of land, more or
less, being part of the Southeast Quarter of Section 26, Township 5 North, Range
9 West of the Third Principal Meridian in the County of Madison, State of
Illinois, each tract being more particularly described in the attached Exhibit
A.

    


    The
property is located in Madison County, Illinois at Old Alton Edwardsville Road,
Wood River, Illinois, 62095.

    


    The real
property described in this Section 2, together with all rights, easements,
appurtenances, royalties, mineral rights, oil and gas rights, crops, timber, all
diversion payments or third party payments made to crop producers, all water and
riparian rights, wells, ditches, reservoirs, and water stock and all existing
and future improvements, structures, fixtures, and replacements that may now, or
at any time in the future, be part of the real estate described above (is
referred to herein as the “Property”).

    


    3.     
  SECURED DEBT AND
FUTURE ADVANCES. The term “Secured Debt” is defined as
follows:

    


    
      	
            	
              A.

            	
              A
      promissory note dated July 26, 2006 in the original principal amount of
      $2,500,000.00 executed by YTB International Inc., as maker, and payable to
      the order of Meridian Bank, as renewed and extended from time to time,
      which note was transferred and assigned by the Federal Deposit Insurance
      Corporation (the “FDIC”) in its capacity as Receiver of Meridian Bank by
      an Assignment of Loan and Liens from the FDIC in its capacity as Receiver
      for Meridian Bank, as assignor, to FH Partners LLC, as assignee, recorded
      as document number 2009R15102 in the Recorder’s Office, Madison County,
      Illinois on March 26, 2009, which indebtedness has been modified, renewed
      and extended by Mortgagor and Lender pursuant to the terms of a Loan
      Modification, Renewal, and Extension Agreement of even date renewing and
      extending the current balance of the debt in the amount of One Million
      Nine Hundred Eighteen Thousand Three Hundred Thirty Eight And 74/100
      ($1,918,338.74), and all extensions, renewals, modifications or
      substitutions of that
indebtedness.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              B.

            	
              All
      future advances from Lender to Mortgagor or other future obligations of
      Mortgagor to Lender under any promissory note, contract, guaranty, or
      other evidence of debt existing now or executed after this Mortgage
      whether or not this Mortgage is specifically referenced. If more than one
      person signs this Mortgage, each Mortgagor agrees that this Mortgage will
      secure all future advances and future obligations that are given to or
      incurred by any one or more Mortgagor, or any one or more Mortgagor and
      others. All future advances and other future obligations are secured by
      this Mortgage even though all or part may not yet be advanced. All future
      advances and other future obligations are secured as if made on the date
      of this Mortgage. Nothing in this Mortgage shall constitute a commitment
      to make additional or future loans or advances in any amount. Any such
      commitment must be agreed to in a separate
  writing.

            


    

     

    
      	
               
      

            	
              C.

            	
              All
      obligations Mortgagor owes to Lender, which now exist or may later arise,
      to the extent not prohibited by
law.

            

 

    
      	
               
      

            	
              D.

            	
              All
      additional sums advanced and expenses incurred by Lender for insuring,
      preserving or otherwise protecting the Property and its value and any
      other sums advanced and expenses incurred by Lender under the terms of
      this Mortgage.

            


    

    


    
      	
              4.

            	
              PAYMENTS. Mortgagor
      agrees that all payments under the Secured Debt will be paid when due and
      in accordance with the terms of the Secured Debt and this
      Mortgage.

            


    

    


    
      	
              5.

            	
              CLAIMS AGAINST TITLE.
      Mortgagor will pay all taxes, assessments, liens, encumbrances, lease
      payments, ground rents, utilities, and other charges relating to the
      Property when due. Lender may require Mortgagor to provide to Lender
      copies of all notices that such amounts are due and the receipts
      evidencing Mortgagor's payment. Mortgagor will defend title to the
      Property against any claims that would impair the lien of this Mortgage.
      Mortgagor agrees to assign to Lender, as requested by Lender, any rights,
      claims or defenses Mortgagor may have against parties who supply labor or
      materials to maintain or improve the
Property.

            


    

    


    
      	
              6.

            	
              DUE ON SALE OR
      ENCUMBRANCE. Lender may, at its option, declare the entire balance
      of the Secured Debt to be immediately due and payable upon the creation
      of, or contract for the creation of, any lien, encumbrance, transfer or
      sale of the Property. This covenant shall run with the Property and shall
      remain in effect until the Secured Debt is paid in full and this Mortgage
      is released.

            


    

    


    
      	
              7.

            	
              TRANSFER OF AN INTEREST IN THE
      MORTGAGOR. If Mortgagor is an entity other than a natural person
      (such as a corporation or other organization), Lender may demand immediate
      payment if:

            


    

    


    
      
        	   	
                A.

              	
                A
      beneficial interest in Mortgagor is sold or
  transferred.

              


      

    

     

    
      
        	  	
                B.

              	
                There
      is a change in either the identity or number of members of a partnership
      or similar entity.

              


      

    

     

    
      
        	  	
                C.

              	
                There
      is a change in ownership of more than 25 percent of the voting stock of a
      corporation or similar
entity.

              


      

    

    


    However,
Lender may not demand payment in the above situations if it is prohibited by law
as of the date of this Mortgage.

    


    
      	
              8.

            	
              ENTITY WARRANTIES AND
      REPRESENTATIONS. If Mortgagor is an entity other than a natural
      person (such as a corporation or other organization), Mortgagor makes to
      Lender the following warranties and representations which shall continue
      as long as the Secured Debt remains
outstanding:

            


    

    


    
      	
               
      

            	
              A.

            	
              Mortgagor
      is duly organized and validly existing in Mortgagor's state of
      incorporation or organization. Mortgagor is in good standing in all states
      in which Mortgagor transacts business. Mortgagor has the power and
      authority to own the Property and to carry on its business as now being
      conducted and, as applicable, is qualified to do so in each state in which
      Mortgagor operates.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      execution, delivery and performance of this Mortgage by Mortgagor and the
      obligations evidenced by the Secured Debt are within the power of
      Mortgagor, have been duly authorized, have received all necessary
      governmental approval, and will not violate any provision of law, or order
      of court or governmental agency.

            


    

    


    
      	
               
      

            	
              C.

            	
              Other
      than previously disclosed in writing to Lender, Mortgagor has not changed
      its name within the last ten years and has not used any other trade or
      fictitious name. Without Lender's prior written consent, Mortgagor does
      not and will not use any other name and will preserve its existing name,
      trade names and franchises until the Secured Debt is
      satisfied.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.

            	
              PROPERTY CONDITION, ALTERATIONS
      AND INSPECTION. Mortgagor will keep the Property in good condition
      and make all repairs that are reasonably necessary. Mortgagor shall not
      commit or allow any waste, impairment, or deterioration of the Property.
      Mortgagor will keep the Property free of noxious weeds and grasses.
      Mortgagor agrees that the nature of the occupancy and use will not
      substantially change without Lender's prior written consent. Mortgagor
      will not permit any change in any license, restrictive covenant or
      easement without Lender's prior written consent. Mortgagor will notify
      Lender of all demands, proceedings, claims, and actions against Mortgagor,
      and of any loss or damage to the
Property.

            


    

    


    No
portion of the Property will be removed, demolished or materially altered
without Lender's prior written consent except that Mortgagor has the right to
remove items of personal property comprising a part of the Property that become
worn or obsolete, provided that such personal property is replaced with other
personal property at least equal in value to the replaced personal property,
free from any title retention device, security agreement or other encumbrance.
Such replacement of personal property will be deemed subject to the security
interest created by this Mortgage. Mortgagor shall not partition or subdivide
the Property without Lender's prior written consent.

    


    Lender or
Lender's agents may, at Lender's option, enter the Property at any reasonable
time for the purpose of inspecting the Property. Lender shall give Mortgagor
notice at the time of or before an inspection specifying a reasonable purpose
for the inspection. Any inspection of the Property shall be entirely for
Lender's benefit and Mortgagor will in no way rely on Lender's
inspection.

    


    
      	
              10.

            	
              AUTHORITY TO PERFORM. If
      Mortgagor fails to perform any duty or any of the covenants contained in
      this Mortgage, Lender may, without notice, perform or cause them to be
      performed. Mortgagor appoints Lender as attorney in fact to sign
      Mortgagor's name or pay any amount necessary for performance. Lender's
      right to perform for Mortgagor shall not create an obligation to perform,
      and Lender's failure to perform will not preclude Lender from exercising
      any of Lender's other rights under the law or this Mortgage. If any
      construction on the Property is discontinued or not carried on in a
      reasonable manner, Lender may take all steps necessary to protect Lender's
      security interest in the Property, including completion of the
      construction.

            


    

    


    
      	
              11.

            	
              ASSIGNMENT OF LEASES AND
      RENTS. Mortgagor assigns, grants, bargains, conveys, mortgages and
      warrants to Lender as additional security all the right, title and
      interest in the following:

            


    

    


    
      	
               
      

            	
              A.

            	
              Existing
      or future leases, subleases, licenses, guaranties and any other written or
      verbal agreements for the use and occupancy of the Property, including but
      not limited to, any extensions, renewals, modifications or replacements
      (“Leases”).

            


    

    


    
      	
               
      

            	
              B.

            	
              Rents,
      issues and profits, including but not limited to, security deposits,
      minimum rents, percentage rents, additional rents, common area maintenance
      charges, parking charges, real estate taxes, other applicable taxes,
      insurance premium contributions, liquidated damages following default,
      cancellation premiums, "loss of rents" insurance, guest receipts,
      revenues, royalties, proceeds, bonuses, accounts, contract rights, general
      intangibles, and all rights and claims which Mortgagor may have that in
      any way pertain to or are on account of the use or occupancy of the whole
      or any part of the Property
(“Rents”).

            


    

    


    
      	
               
      

            	
              C.

            	
              In
      the event any item listed as Leases or Rents is determined to be personal
      property, this Assignment will also be regarded as a security
      agreement.

            


    

    


    
      	
            	
               
      

            	
              Mortgagor
      will promptly provide Lender with copies of the Leases and will certify
      these Leases are true and correct copies. The existing Leases will be
      provided on execution of the Assignment, and all future Leases and any
      other information with respect to these Leases will be provided
      immediately after they are executed. Mortgagor may collect, receive, enjoy
      and use the Rents so long as Mortgagor is not in default. Mortgagor will
      not collect in advance any Rents due in future lease periods, unless
      Mortgagor first obtains Lender's written consent. Upon default, Mortgagor
      will receive any Rents in trust for Lender and Mortgagor will not
      commingle the Rents with any other funds. When Lender so directs,
      Mortgagor will endorse and deliver any payments of Rents from the Property
      to Lender. Amounts collected will be applied at Lender's discretion to the
      Secured Debts, the costs of managing, protecting and preserving the
      Property, and other necessary expenses. Mortgagor agrees that this
      Mortgage is immediately effective between Mortgagor and Lender and
      effective as to third parties on the recording of this
      Assignment.

            


    

    


    As long
as this Assignment is in effect, Mortgagor warrants and represents that no
default exists under the Leases, and the parties subject to the Leases have not
violated any applicable law on leases, licenses and landlords and tenants.
Mortgagor, at its sole cost and expense, will keep, observe and perform, and
require all other parties to the Leases to comply with the Leases and any
applicable law. If Mortgagor or any party to the Lease defaults or fails to
observe any applicable law, Mortgagor will promptly notify Lender. If Mortgagor
neglects or refuses to enforce compliance with the terms of the Leases, then
Lender may, at Lender's option, enforce compliance.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mortgagor
will not sublet, modify, extend, cancel, or otherwise alter the Leases, or
accept the surrender of the Property covered by the Leases (unless the Leases so
require) without Lender's consent. Mortgagor will not assign, compromise,
subordinate or encumber the Leases and Rents without Lender's prior written
consent. Lender does not assume or become liable for the Property's maintenance,
depreciation, or other losses or damages when Lender acts to manage, protect or
preserve the Property, except for losses and damages due to Lender's gross
negligence or intentional torts. Otherwise, Mortgagor will indemnify Lender and
hold Lender harmless for all liability, loss or damage that Lender may incur
when Lender opts to exercise any of its remedies against any party obligated
under the Leases.

    


    
      	
              12.

            	
              LEASEHOLDS; CONDOMINIUMS;
      PLANNED UNIT DEVELOPMENTS. Mortgagor agrees to comply with the
      provisions of any lease if this Mortgage is on a leasehold. If the
      Property includes a unit in a condominium or a planned unit development,
      Mortgagor will perform all of Mortgagor's duties under the covenants,
      by-laws, or regulations of the condominium or planned unit
      development.

            


    

    


    
      	
              13.

            	
              DEFAULT. Mortgagor will
      be in default if any of the following
occur:

            


       

      
        	
                 
      

              	
                A.

              	
                Any
      party obligated on the Secured Debt fails to make payment when
      due;

              


      

    

     

    
      	
               
      

            	
              B.

            	
              A
      breach of any term or covenant in this Mortgage or any other document
      executed for the purpose of creating, securing or guarantying the Secured
      Debt;

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      making or furnishing of any verbal or written representation, statement or
      warranty to Lender that is false or incorrect in any material respect by
      Mortgagor or any person or entity obligated on the Secured
      Debt;

            


    

    


    
      	
               
      

            	
              D.

            	
              The
      death, dissolution, or insolvency of, appointment of a receiver for, or
      application of any debtor relief law to, Mortgagor or any other person or
      entity obligated on the Secured
Debt;

            


    

    


    
      	
               
      

            	
              E.

            	
              A
      good faith belief by Lender at any time that Lender is insecure with
      respect to any person or entity obligated on the Secured Debt or that the
      prospect of any payment is impaired or the value of the Property is
      impaired;

            


    

    


    
      	
               
      

            	
              F.

            	
              A
      material adverse change in Mortgagor's business including ownership,
      management, and financial conditions, which Lender in its opinion believes
      impairs the value of the Property or repayment of the Secured Debt;
      or

            


    

    


    
      	
               
      

            	
              G.

            	
              Any
      loan proceeds are used for a purpose that will contribute to excessive
      erosion of highly erodible land or to the conversion of wetlands to
      produce an agricultural commodity, as further explained in 7 C.F.R. Part
      1940, Subpart G.

            


    

    


    
      	
              14.

            	
              REMEDIES ON DEFAULT. In
      some instances, federal and state law will require Lender to provide
      Mortgagor with notice of the right to cure or other notices and may
      establish time schedules for foreclosure actions. Subject to these
      limitations, if any, Lender may accelerate the Secured Debt and foreclose
      this Mortgage in a manner provided by law if Mortgagor is in default. Upon
      default, Lender shall have the right, without declaring the whole
      indebtedness due and payable, to foreclose against all or part of the
      Property and shall have the right to possession provided by law. This
      Mortgage shall continue as a lien on any part of the Property not sold on
      foreclosure.

            


    

    


    At the
option of Lender, all or any part of the agreed fees and charges, accrued
interest and principal shall become immediately due and payable, after giving
notice if required by law, upon the occurrence of a default or anytime
thereafter. In addition, Lender shall be entitled to all the remedies provided
by law, the terms of the Secured Debt, this Mortgage and any related documents.
All remedies are distinct, cumulative and not exclusive, and the Lender is
entitled to all remedies provided at law or equity, whether or not expressly set
forth. The acceptance by Lender of any sum in payment or partial payment on the
Secured Debt after the balance is due or is accelerated or after foreclosure
proceedings are filed shall not constitute a waiver of Lender's right to require
complete cure of any existing default. By not exercising any remedy on
Mortgagor's default, Lender does not waive Lender's right to later consider the
event a default if it continues or happens again.

    


    
      	
              15.

            	
              EXPENSES; ADVANCES ON
      COVENANTS; ATTORNEYS' FEES; COLLECTION COSTS. Except when
      prohibited by law, Mortgagor agrees to pay all of Lender's expenses if
      Mortgagor breaches any covenant in this Mortgage. Mortgagor will also pay
      on demand any amount incurred by Lender for insuring, inspecting,
      preserving or otherwise protecting the Property and Lender's security
      interest. These expenses will bear interest from the date of the payment
      until paid in full at the highest interest rate in effect as provided in
      the terms of the Secured Debt. Mortgagor agrees to pay all costs and
      expenses incurred by Lender in collecting, enforcing or protecting
      Lender's rights and remedies under this Mortgage. This amount may include,
      but is not limited to, attorneys' fees, court costs, and other legal
      expenses. This Mortgage shall remain in effect until released. Lender
      agrees to pay for any recordation costs of such
  release.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              16.

            	
              ENVIRONMENTAL LAWS AND
      HAZARDOUS SUBSTANCES. As used in this section, (1) Environmental
      Law means all federal, state and local laws, regulations, ordinances,
      court orders, attorney general opinions or interpretive letters concerning
      the public health, safety, welfare, environment or a hazardous substance;
      and (2) Hazardous Substance means any toxic, radioactive or hazardous
      material, waste, pollutant or contaminant which has characteristics which
      render the substance dangerous or potentially dangerous to the public
      health, safety, welfare or environment. The term includes, without
      limitation, any substances defined as "hazardous material," "toxic
      substances," "hazardous waste" or "hazardous substance" under any
      Environmental Law.

            


    

    


    Mortgagor
represents, warrants and agrees that:

    


    
      	
               
      

            	
              A.

            	
              Except
      as previously disclosed and acknowledged in writing to Lender, no
      Hazardous Substance has been, is, or will be located, transported,
      manufactured, treated, refined, or handled by any person on, under or
      about the Property, except in the ordinary course of business and in
      strict compliance with all applicable Environmental
  Law.

            


    

    


    
      	
               
      

            	
              B.

            	
              Except
      as previously disclosed and acknowledged in writing to Lender, Mortgagor
      has not and will not cause, contribute to, or permit the release of any
      Hazardous Substance on the
Property.

            


    

    


    
      	
               
      

            	
              C.

            	
              Mortgagor
      will immediately notify Lender if (1) a release or threatened release of
      Hazardous Substance occurs on, under or about the Property or migrates or
      threatens to migrate from nearby property; or (2) there is a violation of
      any Environmental Law concerning the Property. In such an event, Mortgagor
      will take all necessary remedial action in accordance with Environmental
      Law.

            


    

    


    
      	
               
      

            	
              D.

            	
              Except
      as previously disclosed and acknowledged in writing to Lender, Mortgagor
      and every tenant have been, are and shall remain in full compliance with
      any applicable Environmental Law and Mortgagor has no knowledge of or
      reason to believe there is any pending or threatened investigation, claim,
      or proceeding of any kind relating to (1) any Hazardous Substance located
      on, under or about the Property; or (2) any violation by Mortgagor or any
      tenant of any Environmental Law. Mortgagor will immediately notify Lender
      in writing as soon as Mortgagor has reason to believe there is any such
      pending or threatened investigation, claim, or proceeding. In such an
      event, Lender has the right, but not the obligation, to participate in any
      such proceeding including the right to receive copies of any documents
      relating to such proceedings.

            


    

    


    
      	
               
      

            	
              E.

            	
              Except
      as previously disclosed and acknowledged in writing to Lender, there are
      no underground storage tanks, private dumps or open wells located on or
      under the Property and no such tank, dump or well will be added unless
      Lender first consents in writing.

            


    

    


    
      	
               
      

            	
              F.

            	
              Mortgagor
      will permit, or cause any tenant to permit, Lender or Lender's agent to
      enter and inspect the Property and review all records at any reasonable
      time to determine (1) the existence, location and nature of any Hazardous
      Substance on, under or about the Property; (2) the existence, location,
      nature, and magnitude of any Hazardous Substance that has been released
      on, under or about the Property; or (3) whether or not Mortgagor and any
      tenant are in compliance with applicable Environmental
  Law.

            


    

    


    
      	
               
      

            	
              G.

            	
              Upon
      Lender's request and at any time, Mortgagor agrees, at Mortgagor's
      expense, to engage a qualified environmental engineer to prepare an
      environmental audit of the Property and to submit the results of such
      audit to Lender. The choice of the environmental engineer who will perform
      such audit is subject to Lender's
approval.

            


    

    


    
      	  	
              H.

            	
              Lender
      may perform any of Mortgagor's obligations under this section at
      Mortgagor's expense.

            


    

    


    
      	
               
      

            	
              I.

            	
              As
      a consequence of any breach of any representation, warranty or promise
      made in this section, (1) Mortgagor will indemnify and hold Lender and
      Lender's successors or assigns harmless from and against all losses,
      claims, demands, liabilities, damages, cleanup, response and remediation
      costs, penalties and expenses, including without limitation all costs of
      litigation and attorneys' fees, which Lender and Lender's successors or
      assigns may sustain; and (2) at Lender's discretion, Lender may release
      this Mortgage and in return Mortgagor will provide Lender with collateral
      of at least equal value to the Property secured by this Mortgage without
      prejudice to any of Lender's rights under this
  Mortgage.

            


    

    


    
      	
               
      

            	
              J.

            	
              Notwithstanding
      any of the language contained in this Mortgage to the contrary, the terms
      of this section shall survive any foreclosure or satisfaction of this
      Mortgage regardless of any passage of title to Lender or any disposition
      by Lender of any or all of the Property. Any claims and defenses to the
      contrary are hereby waived.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              17.

            	
              CONDEMNATION. Mortgagor
      will give Lender prompt notice of any pending or threatened action, by
      private or public entities to purchase or take any or all of the Property
      through condemnation, eminent domain, or any other means. Mortgagor
      authorizes Lender to intervene in Mortgagor's name in any of the above
      described actions or claims. Mortgagor assigns to Lender the proceeds of
      any award or claim for damages connected with a condemnation or other
      taking of all or any part of the Property. Such proceeds shall be
      considered payments and will be applied as provided in this Mortgage. This
      assignment of proceeds is subject to the terms of any prior mortgage, deed
      of trust, security agreement or other lien
  document.

            


    

    


    
      	
              18.

            	
              INSURANCE. Mortgagor
      agrees to maintain insurance as
follows:

            


    

    


    
      	
               
      

            	
              A.

            	
              Mortgagor
      shall keep the Property insured against loss by fire, flood, theft and
      other hazards and risks reasonably associated with the Property due to its
      type and location. This insurance shall be maintained in the amounts and
      for the periods that Lender requires. What Lender requires pursuant to the
      preceding two sentences can change during the term of the Secured Debt.
      The insurance carrier providing the insurance shall be chosen by Mortgagor
      subject to Lender's approval, which shall not be unreasonably withheld. If
      Mortgagor fails to maintain the coverage described above, Lender may, at
      Lender's option, obtain coverage to protect Lender's rights in the
      Property according to the terms of this
  Mortgage.

            


    

    


    
      	
               
      

            	
              B.

            	
              All insurance policies
      and renewals shall be acceptable to Lender and shall include a standard
      "mortgage clause" and, where applicable, "loss payee clause." Mortgagor
      shall immediately notify Lender of cancellation or termination of the
      insurance. Lender shall have the right to hold the policies and renewals.
      If Lender requires, Mortgagor shall immediately give to Lender all
      receipts of paid premiums and renewal notices. Upon loss, Mortgagor shall
      give immediate notice to the insurance carrier and Lender. Lender may make
      proof of loss if not made immediately by
  Mortgagor.

            


    

    


    
      	
               
      

            	
              C.

            	
              Unless
      otherwise agreed in writing, all insurance proceeds shall be applied to
      restoration or repair of the Property or to the Secured Debt, whether or
      not then due, at Lender's option. Any application of proceeds to principal
      shall not extend or postpone the due date of scheduled payment nor change
      the amount of any payment. Any excess will be paid to the Mortgagor. If
      the Property is acquired by Lender, Mortgagor's right to any insurance
      policies and proceeds resulting from damage to the Property before the
      acquisition shall pass to Lender to the extent of the Secured Debt
      immediately before the acquisition.

            


    

    


    
      	
               
      

            	
              D.

            	
              Mortgagor
      agrees to maintain comprehensive general liability insurance naming Lender
      as an additional insured in an amount acceptable to Lender, insuring
      against claims arising from any accident or occurrence in or on the
      Property.

            


    

    


    
      	
               
      

            	
              E.

            	
              Mortgagor
      agrees to maintain rental loss or business interruption insurance, as
      required by Lender, in an amount equal to at least coverage of one year's
      debt service, and required escrow account deposits (if agreed to
      separately in writing), under a form of policy acceptable to
      Lender.

            


    

    


    
      	
              19.

            	
              ESCROW FOR TAXES AND
      INSURANCE. Unless otherwise provided in a separate agreement,
      Mortgagor will not be required to pay to Lender funds for taxes and
      insurance in escrow.

            


    

    


    
      	
              20.

            	
              FINANCIAL REPORTS AND
      ADDITIONAL DOCUMENTS. Mortgagor will provide to Lender upon
      request, any financial statement or information Lender may deem reasonably
      necessary. Mortgagor agrees to sign, deliver, and file any additional
      documents or certifications that Lender may consider necessary to perfect,
      continue, and preserve Mortgagor's obligations under this Mortgage and
      Lender's lien status on the
Property.

            


    

    


    
      	
              21.

            	
              JOINT AND INDIVIDUAL LIABILITY;
      CO-SIGNERS; SUCCESSORS AND ASSIGNS BOUND. All duties under this
      Mortgage are joint and individual. If Mortgagor signs this Mortgage but
      does not sign an evidence of debt, Mortgagor does so only to mortgage
      Mortgagor's interest in the Property to secure payment of the Secured Debt
      and Mortgagor does not agree to be personally liable on the Secured Debt.
      If this Mortgage secures a guaranty between Lender and Mortgagor,
      Mortgagor agrees to waive any rights that may prevent Lender from bringing
      any action or claim against Mortgagor or any party indebted under the
      obligation. These rights may include, but are not limited to, any
      anti-deficiency or one-action laws. Mortgagor agrees that Lender and any
      party to this Mortgage may extend, modify or make any change in the terms
      of this Mortgage or any evidence of debt without Mortgagor's consent. Such
      a change will not release Mortgagor from the terms of this Mortgage. The
      duties and benefits of this Mortgage shall bind and benefit the successors
      and assigns of Mortgagor and
Lender.

            


    

    


    
      	
              22.

            	
              APPLICABLE LAW; SEVERABILITY;
      INTERPRETATION. This Mortgage is governed by the laws of the
      jurisdiction in which Lender is located, except to the extent otherwise
      required by the laws of the jurisdiction where the Property is located.
      This Mortgage is complete and fully integrated. This Mortgage may not be
      amended or modified by oral agreement. Any section in this Mortgage,
      attachments, or any agreement related to the Secured Debt that conflicts
      with applicable law will not be effective, unless that law expressly or
      impliedly permits the variations by written agreement. If any section of
      this Mortgage cannot be enforced according to its terms, that section will
      be severed and will not affect the enforceability of the remainder of this
      Mortgage. Whenever used, the singular shall include the plural and the
      plural the singular. The captions and headings of the sections of this
      Mortgage are for convenience only and are not to be used to interpret or
      define the terms of this Mortgage. Time is of the essence in this
      Mortgage.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              23.

            	
              NOTICE. Unless otherwise
      required by law, any notice shall be given by delivering it or by mailing
      it by first class mail to the appropriate party's address on page 1 of
      this Mortgage, or to any other address designated in writing. Notice to
      one mortgagor will be deemed to be notice to all
    mortgagors.

            


    

    


    
      	
              24.

            	
              WAIVERS. Except to the
      extent prohibited by law, Mortgagor hereby waives and releases any and all
      rights and remedies Mortgagor may now have or acquire in the future
      relating to the right of homestead exemption, redemption, reinstatement,
      appraisement, the marshalling of liens and assets and all other exemptions
      as to the Property.

            


    

    


    
      	
              25.

            	
              MAXIMUM OBLIGATION
      LIMIT. The total principal amount secured by this Mortgage at any
      one time shall not exceed $2,500,000.00.  This limitation of
      amount does not include interest, attorneys fees, and other fees and
      charges validly made pursuant to this Mortgage. Also, this limitation does
      not apply to advances made under the terms of this Mortgage to protect
      Lender's security and to perform any of the covenants contained in this
      Mortgage.

            


    

    


    IN
WITNESS WHEREOF, Mortgagor has duly executed this Mortgage to be effective as of
September 30, 2009.

    


    
      
        
          
            
              
                	 
      	
                        MORTGAGOR:

                      	 
	 
      	 
      	 
	 
      	
                        YTB
      International, Inc.

                      	 
	 
      	 
      	 
      	 
	 
      	
                        By:

                      	
                        /s/
      John D. Clagg, as CFO

                      	 
	 
      	
                        Printed
      Name:

                      	
                        John
      D. Clagg

                      	 
	 
      	
                        Title:

                      	
                        CFO

                      	 


              

            

          

        

      

    

    


    State of
Illinois

    


    County of
Madison

    


    This
instrument was acknowledged before me this 29th day of
September, 2009 by John Clagg, CFO of YTB International, Inc., a Delaware
corporation on behalf of such corporation.

    
      
        
          	
                  /s/
      Sandra J. Pippins

                
	
                  Notary
      Public

                


        

      

    

     


    My
commission expires:

     


    Official
Seal

    Sandra J.
Pippins

    Notary
Public – State of Illinois

    My
Commission Expires 02/07/13

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    To Mortgage dated September
30, 2009

    Executed by YTB
International Inc

    


    TRACT
ONE:

    


    Part of a
94 acre tract of land described in Deed Book 384, Page 446 in the Madison
County, Illinois Recorder’s Office and being a part of the Northeast Quarter of
Section 26, Township 5 North, Range 9 West of the Third Principal Meridian,
Madison County, Illinois and being more particularly described as
follows:

    


    Commencing
at a concrete monument at the Southwest corner of the Northeast Quarter of
Section 26; Thence South 87 Degrees 49 Minutes 28 Seconds East, along the South
line of the Northeast Quarter of Section 26, a distance of 1366.18 feet to the
Southwest corner of said 94 acre tract of land; Thence North 01 Degrees 32
Minutes 28 Seconds East, along the West line of said 94 acre tract of land, a
distance of 13.17 feet to an iron pin on the Northeasterly right-of-way line of
Illinois Route 143 as described in Deed Book 3890, Page 777 in said Recorder’s
Office, said point being the point of beginning of the tract of land hereinafter
described; Thence North 01 Degrees 32 Minutes 28 Seconds East, along said West
line of said 94 acre tract of land, a distance of 482.41 feet to an iron pipe on
the South line of a tract of land described in Deed Book 3352, Page 2115 in said
Recorder’s Office; Thence South 63 Degrees 41 Minutes 43 Seconds East, along
said South line of last stated tract of land, a distance of 15.83 feet to an
iron pin, said point being at a corner of a tract of land described in Deed Book
3352, Page 2113 in said Recorder’s Office; Thence South 51 Degrees 20 Minutes 24
Seconds East, along the Southwesterly line of last stated tract of land, a
distance of 822.51 feet to an iron pin on said South line of the Northeast
Quarter of Section 26; Thence North 87 Degrees 49 Minutes 28 Seconds West, along
said South line of the Northeast Quarter of Section 26, a distance of 648.77
feet to an iron pin on said Northeasterly right-of-way line of Illinois Route
143 as described in Deed Book 3890, Page 777;  Thence North 56 Degrees
31 Minutes 49 Seconds West, along said Northeasterly right-of-way line, a
distance of 25.33 feet to the point of beginning, containing 3.84 acres, more or
less.

    


    TRACT
TWO:

    


    All that
part of the Southeast Quarter of Section 26, Township 5 North, Range 9 West of
the Third Principal Meridian in the County of Madison, State of Illinois,
described as follows:  From the intersection point of the
Northeasterly right-of-way line of State Route 143 and the East line of said
Southeast Quarter of Section 26 said point being located 751.08 feet, more or
less, South of the Northeast corner of said Southeast Quarter; measure North 60
degrees 07 minutes 25 seconds West on the Northeasterly right-of-way line of
State Route 143, a distance of 206.03 feet to the point of beginning; Thence
continuing on the last described line, a distance of 1343.20 feet to a point in
the North line of the Southeast Quarter of said Section 26; Thence South 89
degrees 04 minutes East on the North line of the Southeast Quarter, a distance
of 674.64 feet; Thence South 52 degrees 45 minutes 03 seconds East, a distance
of 130.35 feet; Thence South 36 degrees 02 minutes 57 seconds East, a distance
of 651.66 feet; Thence South 20 degrees 30 minutes 38 seconds East, a distance
of 19.12 feet; Thence South 05 degrees 50 minutes 22 seconds West, a distance of
37.65 feet to the point of beginning, (Excepting from the above described
parcels, a 0.517 acre tract of land along the Northeasterly side of Illinois
Route 143 as conveyed to the Illinois Department of Transportation as recorded
in Deed Book 3890, page 777), in Madison County, Illinois.