**Exhibit
      14.1**




**YTB
      International, Inc. Code of Business Ethics Summary**




The
      Board
      of Directors of YTB International, Inc. (with its subsidiaries, the “Company”)
      has adopted this code of ethics (this “Code”) to:




oPromote
      honest and
      ethical conduct, including fair dealing and the ethical handling of conflicts
      of
      interest;




oPromote
      full, fair, accurate, timely and understandable
      disclosure;




oPromote
      compliance with applicable laws and governmental
      rules and regulations;




oEnsure
      the protection of the Company’s legitimate
      business interests, including corporate opportunities, assets and confidential
      information; and




oDeter
      wrongdoing.




All
      directors, officers and employees of the Company are expected to be familiar
      with the Code and to adhere to those principles and procedures set forth in
      the
      Code that apply to them. The Company’s more detailed policies and procedures set
      forth in Policies and Procedures Manual are separate requirements and are not
      part of this Code. Any questions regarding the Code should be addressed with
      the
      Company’s “Code of Ethics Contact Person,” initially Thayer Lindauer.




From
      time
      to time, the Company may waive some provisions of this Code. Any waiver of
      the
      Code for executive officers or directors of the Company may be made only by
      the
      Board of Directors, acting as a committee of the whole, and must be promptly
      disclosed as required by SEC. Any waiver for other employees may be made only
      by
      Thayer Lindauer (YTB, Inc. General Counsel), in his capacity as Code of Conduct
      Contact person in consultation with the Board and corporate and counsel as
      appropriate.




*Honest
      and Candid Conduct*




Each
      director, officer and employee owes a duty to the Company to act with integrity.
      Integrity requires, among other things, being honest and candid. Deceit and
      subordination of principle are inconsistent with integrity.




Accordingly,
      each director, officer and employee of the Company must:




oAct
      with integrity, including being honest and candid
      while still maintaining the confidentiality of information where required or
      consistent with the Company’s policies.




oObserve
      both the form and spirit of laws and
      governmental rules and regulations, accounting standards and Company
      policies.




oAdhere
      to a high standard of business
      ethics.




*Conflicts
      of Interest*




A
      “conflict of interest” occurs when an individual’s private interest interferes
      or appears to interfere with the interests of the Company. A conflict of
      interest can arise when a director, officer or employee takes actions or has
      interests that may make it difficult to perform his or her Company work
      objectively and effectively. For example, a conflict of interest would arise
      if
      a director, officer or employee, or a member or his or her family, receives
      improper personal benefits as a result of his or her position in the Company.
      Any material transaction or relationship that could reasonably be expected
      to
      give rise to a conflict of interest should be discussed with the Code of Ethics
      Contact Person.





Service
      to the Company should never be subordinated to personal gain and advantage.
      Conflicts of interest should, wherever possible, be avoided. Conflict of
      interest situations involving directors, executive officers and other employees
      who occupy supervisory positions or who have discretionary authority in dealing
      with any third party specified below may include the following:




oAny
      significant ownership interest in any supplier,
      customer or client;




oAny
      consulting or employment relationship with any
      customer or clients, supplier or competitor; or 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;




oThe
      receipt of non-nominal gifts or excessive
      entertainment from any company with which the Company has current or prospective
      business dealings;




oBeing
      in the position of supervising, reviewing or
      having any influence on the job evaluation, pay or benefit of any immediate
      family member; and




oSelling
      anything to the Company or buying anything from
      the Company, except on the same terms and conditions as comparable directors,
      officers or employees are permitted to so purchase or sell.




Such
      situations, if material, should always be discussed with the Code of Ethics
      Contact Person. Approval of any such material transaction or relationship,
      including those listed above, is also required. Anything that would present
      a
      conflict for a director, officer or employee would likely also present a
      conflict if it is related to a member of his or her family.




*Disclosure*




Each
      director, officer or employee involved in the Company’s disclosure process,
      including the Chief Executive Officer, the Chief Financial Officer, the Chief
      Accounting Officer, the Chairman of the Company and any President and/or Chief
      Executive Officer of an operating subsidiary (or any officer serving a similar
      function) (the “Senior Officers” for these purposes), is required to be familiar
      with and comply with the Company’s disclosure controls and procedures and
      internal control over financial reporting, to the extent relevant to his or
      her
      area of responsibility, so that the Company’s public reports and documents files
      with the Securities and Exchange Commission (“SEC”) comply in all material
      respects with the applicable federal securities laws and SEC rules. In addition,
      each such person having direct or supervisory authority regarding these SEC
      filings or the Company’s other public communications concerning its general
      business, results, financial condition and prospects 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. Each director, officer or employee who is involved
      in
      the Company’s disclosure process, including without limitation the Senior
      Officers, must:




oFamiliarize
      himself or herself with the disclosure
      requirements applicable to the Company a well as the business and financial
      operations of the Company.




oNot
      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 auditors, governmental
      regulators and self-regulatory organizations.




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




*Compliance*




It
      is the
      Company’s policy to comply with all applicable laws, rules and regulations. It
      is the personal responsibility of each employee, officer and director to adhere
      to the standards and restrictions imposed by those laws, rules and
      regulations.




It
      is
      against Company policy and in many circumstances illegal for a director, officer
      or employee to profit from undisclosed information relating to the Company
      or
      any other company. Any director, officer or employee may not purchase or sell
      any of the Company’s securities while in possession of material nonpublic
      information relating to the Company. Also, any director, officer or employee
      may
      not purchase or sell securities of any other company while in possession of
      any
      material nonpublic information relating to that company. Any director, officer
      or employee who is uncertain about the legal rules involving a purchase or
      sale
      of any Company securities or any securities in companies that he or she is
      familiar with by virtue of his or her work for the Company, should consult
      with
      the Company’s securities counsel before making any such purchase of
      sale.









*Reporting
      and Accountability*




Is
      responsible for applying this Code to specific situations in which questions
      are
      presented to it and has the authority to interpret this Code in any particular
      situation. Any director, officer or employee who becomes aware of any existing
      or potential violation of this Code is required to notify the Code of Ethics
      Contact Person promptly. Failure to do so is itself a violation of this Code.
      Any questions relating to how this Code should be interpreted or applied should
      be addressed to the Code of Ethics Contact Person. A director, officer or
      employee who is unsure of whether a situation violates this Code should discuss
      the situation with the Code of Ethics Contact Person to prevent possible
      misunderstandings and embarrassment at a later date.




Each
      director, officer or employee must:




oNotify
      the Code of Ethics Contact Person promptly of any
      existing or potential violation of this Code.




oNot
      retaliate against any other director, officer or
      employee for reports of potential violations that are made in good
      faith.




The
      Board, acting as a committee of the whole, in consultation with the Company’s
      corporate counsel, shall take all action they collectively consider appropriate
      to investigate any reported violations. If a violation has occurred, the Company
      will take such disciplinary or preventive action as it deems appropriate, after
      consultation with the Board, in the case of a director or Senior Officer, or
      the
      Code of Ethics Contact Person in the case of any other employee.




Upon
      being notified that a violation has occurred, the Board of Directors or the
      Code
      of Ethics Contact Person, as the case may be, will take such disciplinary or
      preventive action as it deems appropriate, up to and including dismissal or,
      in
      the event of criminal or other serious violations of law, notification of
      appropriate governmental authorities.




All
      employees are reminded that, from time to time, the Company may waive some
      provisions of this Code. Any waiver of the Code for executive officers or
      directors of the Company may be made only by the Board of Directors, acting
      as a
      committee of the whole, and must be promptly disclosed as required by SEC.
      Any
      waiver for other employees may be made only by Thayer Lindauer (YTB, Inc.
      General Counsel), in his capacity as Code of Conduct Contact person in
      consultation with the Board and corporate and counsel as
      appropriate.




*Corporate
      Opportunities*




Directors,
      officers and employees owe a duty to the Company to advance the Company’s
      business interests when the opportunity to do so arises. Directors, officers
      and
      employees are prohibited from taking (or directing to a third party) a business
      opportunity that is discovered through the use of corporate property,
      information or position, unless the Company has already been offered the
      opportunity and turned it down. More generally, directors, officers and
      employees are prohibited from using corporate property, information or position
      for personal gain and from competing with the Company.




Sometimes
      the line between personal and Company benefits is difficult to draw, and
      sometimes there are bother personal and Company benefits in certain activities.
      Directors, officers and employees who intend to make use of Company property
      or
      services in a manner not solely for the benefit of the Company should consult
      beforehand with the Code of Ethics Contact Person.




*Confidentiality*




In
      carrying out the Company’s business, directors, officers and employees often
      learn confidential or proprietary information about the Company, its customers
      or clients, suppliers, or joint venture parties. Directors, officers and
      employees must maintain the confidentiality of all information so entrusted
      to
      the, except when disclosure is authorized or legally mandated. Confidential
      or
      proprietary information of the Company, and of other companies, includes any
      non-public information that would be harmful to the relevant company or useful
      or helpful to competitors if disclosed.









*Fair
      Dealing*




The
      Company has a history of succeeding through honest business competition. The
      Company does not seek competitive advantages through illegal or unethical
      business practices. Each director, officer and employee should endeavor to
      deal
      fairly with the Company’s customers or clients, service providers, suppliers,
      competitors and employees. No director, officer or employee should take unfair
      advantage of anyone through manipulation, concealment, abuse or privileged
      information, misrepresentation of material facts, or any unfair dealing
      practice.




*Protection
      and Proper use of Company Assets*




All
      directors, officers and employees should protect the Company’s assets and ensure
      their efficient use. All Company assets should be used only for legitimate
      business purposes.