YTB International, Inc. Code of
Ethics




The Board
of Directors of YTB International, Inc. (the “Company” or “YTB”) has adopted
this Code of Ethics (this “Code”)
to:




·
            define
      the Company’s expectations for the ethical conduct of its
      business;




·
            promote
      honesty and fair dealing, including the ethical handling of actual or
      apparent conflicts of interest;





·
            promote
      full, fair, accurate, timely and understandable disclosure of relevant
      Company information;





·
            promote
      compliance with applicable laws, rules and regulations, including, but not
      limited to, the rules of (i) the United States Securities and Exchange
      Commission; (ii) the National Association of Securities Dealers; and (iii)
      generally accepted accounting
principles;





·
            encourage
      prompt reporting of violations of this Code;
and





·
            deter
      wrongdoing and create accountability for adherence to this
      Code.




YTB’s
officers, directors, employees, and other individuals in comparable capacities
(collectively, “Company Personnel”)
are expected to be familiar with this Code and to adhere to the principles and
procedures set forth herein.  Additional policies and procedures of
the Company shall include, but shall not be limited to, (i) the Whistleblower
Policy, (ii) the Disclosure Controls and Procedures Policy and (iii) the Policy
Statement Regarding Insider Trading.  Company Personnel should be
familiar with the policies and procedures set forth in these documents (as and
when adopted), as well as all other policies and procedures, applicable to their
conduct.  For questions regarding this Code, the initial contact
person is the Company’s Corporate Compliance Officer, Robert M. Van
Patten.  The persons serving as the Company’s Corporate Compliance
Officer, directors and executive officers may change from time to time, and
shall be identified on the Company’s website located at www.ytbi.com/investor
..




Company
Personnel owe a duty to the Company to act with integrity.  Integrity
requires, among other things, being honest and candid while still maintaining
the confidentiality of information where required or consistent with the
Company’s policies.  Deceit and subordination of principle are
inconsistent with integrity.  In addition, acting with integrity
requires that we observe both the form and spirit of laws and governmental rules
and regulations, accounting standards and Company policies and that we adhere to
a high standard of business ethics.




I.
Conflicts of Interest




Company
Personnel should avoid actual conflicts of interest and the appearance of
conflicts of interest.  A “conflict of interest” occurs when an
individual’s private interest is not aligned with the interests of the
Company.  A conflict of interest can arise when an individual takes
actions or has interests, either directly or indirectly (including the interests
of immediate family members), that compromise the performance of his or her
duties to the Company.  Put another way, the interests of the Company
should never be subordinated to personal gain or advantage.





In
particular, clear conflict of interest situations involving Company Personnel
who occupy supervisory positions or who have discretionary authority in dealing
with a third party may include, among others:




·
            any
      significant ownership interest in, or financial arrangement with, any
      supplier, customer, development partner or competitor of the
      Company;





·
            any
      consulting or employment relationship with any supplier, customer,
      development partner or competitor of the
  Company;





·
            any
      outside business activity that detracts from an individual’s ability to
      devote appropriate time and attention to his or her responsibilities with
      the Company;





·
            the
      receipt, either by Company Personnel or their families, of non-nominal
      gifts or excessive entertainment from any company or individual with which
      the Company has current or prospective business dealings;
    and





·
            selling
      anything to the Company or buying anything from the Company, except on the
      same terms and conditions as a third
party.










Any
proposed transaction or relationship that could reasonably be expected to give
rise to a conflict of interest, or the appearance of a conflict of interest,
must be discussed with the Corporate Compliance Officer and an executive officer
or director, as soon as possible and in any event prior to the date that the
relationship is created or the transaction is entered into by the Company and
such person(s).




In any of
the above circumstances involving “Related Persons,” as defined below, such
transactions or relationships must also be reviewed by the Company’s Audit
Committee, in accordance with current law and U.S. GAAP.  For the
purposes of this Code, a “Related Person” includes any director of the Company,
executive officer of the Company, holder of more than 5% of the Company’s stock
or immediate family member of any such person.  In each such case, the
person involved will work with the Corporate Compliance Officer, the executive
officers or directors, as appropriate, to monitor the conflict of interest (or
appearance thereof) and assure that the individual who has the conflict is
acting in the best interest of the Company and its stockholders.




II.
Disclosure




Anyone
involved in the Company’s disclosure process is required to be familiar with and
comply with the Company’s Disclosure Policy.  Additionally, such
persons must ensure that the Company’s public reports and documents comply in
all material respects with the applicable federal securities
laws.  Supervisory personnel should, to the extent appropriate within
his or her area of responsibility, consult with other Company officers and
employees and take other appropriate steps regarding these disclosures with the
goal of making full, fair, accurate, timely and understandable
disclosure.




Company
Personnel who are involved in the Company’s disclosure process
must:




·
            be
      familiar with the disclosure requirements applicable to the Company as
      well as the business and financial operations of the
    Company;





·
            not
      knowingly misrepresent, or cause others to misrepresent, facts about the
      Company to others, whether within or outside the Company, including to the
      Company’s independent registered public accounting firm, governmental
      regulators and self-regulatory organizations;
  and





·
            properly
      review and critically analyze proposed disclosure for accuracy and
      completeness (or, where appropriate, delegate this task to
      others).




III.
Accurate Reporting of Company Information




It is the
Company’s goal to keep accurate business records to make sure that those records
reflect actual transactions and payments in its system of internal
controls.  Facts should be recorded and reported accurately, honestly,
and objectively.  Company Personnel shall not hide or fail to record
any funds, assets, or transactions.  Furthermore, such persons shall
be accurate and honest in reporting or recording the Company’s business
expenses, time worked, research test results, production data, expense reports,
and all other business-related activities.




IV.
Confidential Business Information




Company
Personnel who learn of confidential business information about YTB or other
companies or persons with whom YTB does business, shall keep such information
confidential, and shall not disclose such information to third parties without
first receiving the proper authority to do so.




V.
Contracts with Third Parties




The
Company sometimes uses outside people or organizations to help conduct its
business and act on its behalf. Where the actions of such third parties may
impact matters described in this Code, Company Personnel should make the third
parties aware of this Code and ensure compliance herewith.  They may
be called agents, representatives, consultants, independent contractors,
distributors, suppliers, or the like.




VI.
Fairness in Competitive Activity




Company
Personnel shall not discuss the following with competitors: prices or pricing
policies (past, present and future), bids, discounts, promotions, costs,
profits, customers, territorial markets, production capacities or plans,
distribution or selling strategies, pending research, and the
like.  The Company shall not use unfair or deceptive acts or
practices, including false or misleading advertising, or any other form of
misrepresentation.


VII.
Gifts and Entertainment




Although
Company Personnel may occasionally exchange modest business courtesies with
customers and suppliers, such activities should not be so substantial as to
create the appearance of attempting to influence purchasing decisions or
contracting decisions.  Company Personnel shall not accept or give any
gifts in the form of cash or cash equivalents.




VIII.
Prohibition against Bribes, Kickbacks, Unlawful Payments, and Other Corrupt
Practices




All of
the Company’s products and services shall be marketed and sold solely on the
basis of price, quality, and service. We do not offer, make, or authorize
payment of money or anything of value, directly or indirectly, in order
to:




1)
              Illegally
      influence the judgment or conduct, or create a desired outcome or action
      by, any individual, customer, company or company representative;
      or


2)
            Obtain
      or retain business, or influence any act or decision of a government
      official, political party, or candidate for political
    office.




In
addition to this Code, Company Personnel should become aware of the laws and
regulations relating to the conduct of business in the travel services and
network marketing industries, including those relating to fraud and abuse, and
privacy protection.




IX.
Reporting and Accountability




The
Company’s Board of Directors is ultimately responsible for applying and
interpreting this Code in any particular situation.  Company Personnel
who become aware of an existing or potential violation of this Code shall notify
the Corporate Compliance Officer promptly.  Failure to report a
violation of this Code is itself a violation of the Code.  In the
event an individual believes that the Corporate Compliance Officer is involved
in a violation of this Code, the Chief Executive Officer and outside counsel to
the Company, Armstrong Teasdale, LLP, should be notified as soon as
possible.




If
Company Personnel are uncomfortable speaking with the Corporate Compliance
Officer about a violation of the Code; such persons may contact Thomas B. Baker,
the Chairman of the Audit Committee of the Board of Directors or any executive
officer.  Company Personnel may also submit a report regarding a
matter confidentially or anonymously.  In order to submit a matter to
Mr. Baker, Company Personnel may contact him as follows:




Mr.
Thomas B. Baker


Chairman
of the Audit Committee


Address:  1901
E. Edwardsville Road, Wood River, IL  62095


Phone:
(618) 655-9477    Fax: (618) 655-9477




In
accordance with the YTB International, Inc. Whistleblower Policy, no one may
retaliate against any person for good faith reports of potential violations of
this Code.




X.
Waiver




From time
to time, the Company may in limited circumstances waive some provisions of this
Code to address equitable concerns raised to the Company’s Board of
Directors.  Such waivers will not be granted unless truly necessary
and warranted, and will only be done in a limited and qualified manner. Any
waiver of this Code for executive officers or directors of the Company may be
made only by the Board of Directors and must be promptly disclosed as required
by Securities and Exchange Commission and the rules of any national securities
exchange on which the Company’s stock may be listed.  Any waiver for
other employees may be made only by the Board of Directors or a committee of the
Board of Directors comprised solely of independent directors.





DECISION
      TESTS
                        When
      trying to make a decision or determine an appropriate course of action
      involving the principles set forth herein, Company Personnel should ask
      themselves:
                        Is
      my action honest and truthful?
                        Is
      my action ethical and legal?
                        Does
      my action comply with YTB’s policies and procedures, as well as with the
      spirit of its policies and procedures?
                        How
      would my action look in the newspaper or on television? Would it appear to
      be improper, or make me feel embarrassed?