**EMPLOYMENT
      AGREEMENT**





**EMPLOYMENT
      AGREEMENT** (the
      "Agreement") effective as of the 1 st day of January, 2005
      between **YTB
      INTERNATIONAL, INC.,** a
      Delaware corporation **(F/K/A REZCONNECT TECHNOLOGIES, INC.) ,** a New
      Jersey corporation (the "Corporation"), with principal executive offices located
      at 560 Sylvan Avenue, Englewood Cliffs, NJ 07632; and Derek Brent, residing
      at
      _______________________________, _______________________, _________(the
      "Executive").





**W
      I T N E S E T H:**





**WHEREAS,** the
      Corporation desires to employ Executive as the President of REZConnect
      Technology, Inc., a wholly owned subsidiary of the Corporation, to engage in
      such activities and to render such services under the terms and conditions
      hereof and has authorized and approved the execution of this Agreement;
      and





**WHEREAS,** Executive desires to be employed by the Corporation under the terms and
      conditions hereinafter provided;





**NOW,
      THEREFORE,** in
      consideration of the mutual covenants and undertakings herein contained, the
      parties agree as follows:





**1** **.**  **Employment,
      Duties and Acceptance.**





**1** **.** **1**  **Services.** The
      Corporation hereby employs Executive, for the Term (as hereinafter defined
      in
      Section 2 hereof), to render services to the business and affairs of the
      Corporation in the office referenced in the recitals hereof and, in connection
      therewith, shall perform such duties as directed by the Board of Directors
      of
      the Corporation from time to time, in its reasonable discretion, and shall
      perform such other duties as shall be consistent with the responsibilities
      of
      such office (collectively the "Services"). Executive shall perform activities
      related to such office as he shall reasonably be directed or requested to so
      perform by the its Chief Executive Officer to whom he shall report. Executive
      shall use his best efforts, skill and abilities to promote the interests of
      the
      Corporation and its subsidiaries.





**1** **.** **2**  **Acceptance.** Executive hereby accepts such employment and agrees to render the Services.
      Executive shall not engage in any other business activity or serve in any
      industry, trade, professional, governmental or academic position during the
      term
      of this Agreement, except as may be expressly approved in advance by the Board
      in writing.





**1** **.** **3**  **Representations
      of the Executive.** The
      Executive represents and warrants to the Corporation that his execution and
      delivery of this Agreement, his performance of the Services hereunder and the
      observance of his other obligations contemplated hereby will not (i) violate
      any
      provisions of or require the consent or approval of any party to any agreement,
      letter of intent or other document to which he is a party or (ii) violate or
      conflict with any arbitration award, judgment or decree or other restriction
      of
      any kind to or by which he is subject or bound.








**2** **.**  **Term
      of Employment.**




The
      term
      of Executive's employment under this Agreement (the "Term") shall commence
      on
      January 1, 2005 (the "Commencement Date") and shall terminate on December 31,
      2009 unless sooner terminated pursuant to Sections 9 or 5.2 of this Agreement; *provided,
      however,* if the
      Corporation shall fail to give Executive notice of nonrenewal not less than
      120
      days prior to the scheduled expiration of the Term hereof, the Term shall
      automatically be extended for an additional three (3) year period.
      Notwithstanding anything to the contrary contained herein, the provisions of
      this Agreement governing Protection of Confidential Information shall continue
      in effect as specified in Section 10 hereof.





**3** **.**  **Base
      Salary and Expense Reimbursement.**





**3** **.** **1**  **Base
      Salary.** During
      the Term, as full compensation for the Services, the Corporation agrees to
      pay
      Executive a minimum base salary ("Base Salary") at the annual rate of $120,000
      for the period from January 1, 2005 to December 31, 2005, increasing annually
      thereafter in an amount equal to 6% of the then current Base Salary ("Salary
      Increments"). In the event the Corporation is unable to pay a Salary Increment,
      the Board of Directors of the Corporation may elect to defer such payment.
      In
      the event of deferment, the Salary Increment shall continue to be accrued until
      such time as the Corporation is financially able to make such payments. Base
      Salary is subject to withholding and other applicable taxes, payable during
      the
      term of this Agreement in accordance with the Corporation's customary payment
      practices, but not less frequently than monthly.





**3** **.** **2**  **Business
      Expense Reimbursement.** Upon
      submission to, and approval by an officer of the Corporation designated by
      the
      Board of Directors of the Corporation, of a statement of expenses, reports,
      vouchers or other supporting information, which approval shall be granted or
      withheld based on the Corporation's policies in effect at such time, the
      Corporation shall promptly reimburse Executive for all reasonable business
      expenses actually incurred or paid by him during the Term or renewals thereof
      in
      the performance of the Services, including, but not limited to, expenses for
      entertainment, travel and similar items.




**4** **.**  **Bonuses.**





**4** **.** **1**  **Bonus
      Amount.** In order
      to provide performance-based incentive compensation to the Executive, the
      Corporation hereby agrees to pay the Executive, in addition to the Base Salary
      set forth in Section 3 hereof, a minimum cash bonus in respect of each fiscal
      year during the Executive's employment hereunder (the "Bonus") equal to the
      Applicable Percentage (as defined below) of the Net Pre-Tax Income (as defined
      below) of the Corporation. For purposes hereof, the Applicable Percentage shall
      equal (a) 2.0% if the Net Pre-Tax Income of the Corporation is at least
      $500,000, but less than $1,500,000 (b) 2.25% if the Net Pre-Tax Income of
      the Corporation is at least $1,500,000 but less than $ 3,000,000 and
      (c) 2.5% if the Net Pre-Tax Income of the Corporation is at least $
      3,000,000.




**4** **.** **2**  **Net
      Pre-Tax Income of the Corporation.** For
      purposes hereof, the Net Pre-Tax Income of the Corporation shall be the amount
      determined by the Board of Directors of the Corporation, after consultation
      with
      the independent accountants of the Corporation, to be the Net Pre-Tax Income
      of
      the Corporation with respect to a given fiscal year, which amount shall be
      determined based on the financial statements of the Corporation (a) in a manner
      consistent with generally accepted accounting principles, (b) with regard solely
      to the Corporation and its subsidiaries, (c) so as to exclude the effect of
      any
      elimination of inter-company transfers applied with respect to any entity which
      is not a subsidiary of the Corporation, (d) after adding back any charges for
      management consulting or corporate services or payments with respect to
      non-competition agreements which may be paid to persons who are subject to
      reporting obligations with respect to the Corporation under Section 16(a) of
      the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), or their
      affiliates (other than the Corporation and its subsidiaries), (e) having regard
      to such other matters, if any, as the Board of Directors of the Corporation
      may
      determine to be equitable to consider and (f) without giving effect to any
      Bonus
      paid pursuant to this Section 4.2. The determination of the Board of Directors
      of the Corporation shall be final, conclusive and binding for all purposes,
      absent manifest error.




-2-





**4** **.** **3**  **Determination
      and Payment.** The
      determination of the Applicable Percentage, of the Net Pre-Tax Income and of
      the
      extent to which any Bonus under this Section 4 may be payable (the "Final
      Determination") shall be determined by the Board of Directors (or a subcommittee
      thereof appointed for such purpose) of the Corporation in accordance with the
      terms hereof based on the financial statements of the Corporation and the
      criteria set forth herein with respect to each fiscal year. Such Final
      Determination with respect to any fiscal year shall be made promptly, and in
      any
      event within 15 days, after the Corporation has filed its Annual Report on
      Form
      10-K for each year with the Securities and Exchange Commission. Within 45 days
      after the end of the Corporation's fiscal year, based on the preliminary results
      of the Corporation for such fiscal year, the Corporation shall pay the Executive
      an amount equal to 60% of the estimated minimum cash Bonus based on such
      preliminary results. The balance of the definitive Bonus so determined, if
      any,
      shall be payable to the Executive in a single lump sum no later than thirty
      days
      after the Final Determination has been made. In any event, all matters
      pertaining to the Bonus and to the payment of any Bonus to the Executive
      hereunder, shall be administered and determined by the Board of Directors (or
      a
      subcommittee thereof appointed for such purpose) in its reasonable discretion
      consistent with the terms hereof, the determination of which shall be final,
      conclusive and binding for all purposes, absent manifest error.





**4** **.** **4**  **Partial
      Years.** Notwithstanding anything contained herein to the contrary, no Bonus under this
      Section 4 shall be deemed earned or payable with respect to any fiscal year
      during which this Agreement or the Executive's employment is terminated by
      the
      Corporation for Cause (as such term is hereinafter defined).





**4** **.** **5**  Nothing
      in this Section 4 shall be construed as conferring upon the Executive any right
      (i) normally associated with the ownership of capital stock; (ii) to
      continue in the employ of the Corporation or any affiliate of the Corporation;
      or (iii) to interfere in any way with the right of the Corporation to
      terminate this Agreement in accordance with the provisions hereof. Nothing
      in
      this Agreement shall be construed to imply that any specific assets of the
      Corporation have been set aside to provide for payments under this Agreement.
      Any payments under this Agreement shall be made solely from general assets
      of
      the Corporation existing at the time such payments are due.





-3-


**5** **.**  **Severance.**





**5** **.** **1**  **Termination
      Without Cause.** In the
      event that Executive's employment hereunder shall be terminated by the
      Corporation without Cause (as defined in Section 9.3 hereof) at any time prior
      to the end of the Term, the Executive shall be entitled to receive from the
      Corporation, in addition to any Base Salary earned to the date of termination,
      a
      severance payment in an amount equal to the Executive's Base Salary for the
      preceding two fiscal year of the Corporation and shall be paid in biweekly
      increments during the two (2) years following such termination. In the event
      of
      such termination, the amounts due hereunder shall be payable without offset
      or
      defense or any obligation of the Executive to mitigate damages.





**6** **.**  **Additional
      Benefits.**





**6** **.** **1**  **In
      General.** In
      addition to the compensation, bonuses, expenses and other benefits to be paid
      under Sections 3, 4 and 5 hereof, Executive will be entitled to all rights
      and
      benefits for which he shall be eligible under any insurance, health and medical,
      incentive, bonus, profit-sharing, **** pension
      or other extra compensation or "fringe" benefit plan of the Corporation or
      any
      of its subsidiaries now existing or hereafter adopted for the benefit of the
      executives or employees generally of the Corporation. The provisions of this
      Agreement which incorporate employee benefit packages shall change as and when
      such employee benefit packages change.





**6** **.** **2**  **Automobile.** The
      Corporation shall pay the executive a monthly automobile payment in the amount
      of $600 which is to be utilized in the sole discretion of the Executive. In
      addition, the Corporation shall be responsible for all reasonable costs of
      operating, repairing, maintaining and insuring such automobile..





**6** **.** **3**  **Benefits
      Upon Death or Disability.** In the
      event the Executive’s employment terminates due to the death of the Executive or
      the Executive becomes disabled (as defined in Section 9.2), the Executive’s
      estate shall receive a one time grant of the company’s common stock, $.001 par
      value per share (“Common Stock”), within fifteen (15) days of the termination of
      the Executive’s employment, for such number of shares as calculated as
      follows:




z
      =
      y/x;


z
      =
      number of shares of Common Stock to be received by the Executive’s
      estate.


y
      = then
      current Base Salary.


x
                =
                the closing trading price of the Common Stock on the date of termination
                of Executive’s employment due to death or disability of the Executive as
                reported on the OTCBB or similar public market or in the event there
                is no
                public market for the Common Stock, it shall be the fair market value
                of
                the Common Stock as determined by an independent valuation expert
                who has
                experience in valuing companies in the same industry as the
                Corporation.





The
      equity compensation plan contemplated by this provision is subject to
      stockholder approval.





-4-


**7** **.**  **Vacation.**





The
      Executive shall be entitled each year during the Term of this Agreement to
      a
      vacation period of ___________
      (____)  **[TBD]** weeks,
      during which all salary, compensation, benefits and other rights to which the
      Executive is entitled to hereunder shall be provided in full. Such vacation
      may
      be taken in the Executive's discretion, and such time or times as are not
      inconsistent with the reasonable business needs of the Corporation.





**8** **.**  **Insurability;
      Right to Insure.** Executive represents and warrants to the Corporation that on the date hereof
      he
      is, and upon the commencement of the Term he will be, insurable at standard
      premium rates. Executive agrees that the Corporation shall have the right during
      the Term to insure the life of Executive by a policy or policies of insurance
      in
      such amount or amounts as it may deem necessary or desirable, and the
      Corporation shall be the beneficiary of any such policy or policies and shall
      pay the premiums or other costs thereof. The Corporation shall have the right,
      from time to time, to modify any such policy or policies of insurance or to
      take
      out new insurance on the life of Executive. Executive agrees, upon request,
      at
      any time or times prior to the commencement of or during the Term to sign and
      deliver any and all documents and to submit to any physical or other reasonable
      examinations which may be required in connection with any such policy or
      policies of insurance or modifications thereof.





**9** **.**  **Termination.**





**9** **.** **1**  **Death.** If
      Executive dies during the Term of this Agreement, Executive's employment
      hereunder shall terminate upon his death and all obligations of the Corporation
      hereunder shall terminate on such date, except that Executive's estate or his
      designated beneficiary shall be entitled to: (i) the issuance of the securities
      set forth in Section 6.3 and (ii) payment of any unpaid accrued Base Salary
      through the date of his death. In addition, any accrued and unpaid Bonus shall
      be paid in accordance with Section 4 hereof.





**9** **.** **2**  **Disability.** Subject
      to the provisions of Section 6.1, if Executive shall be unable to perform a
      significant part of his duties and responsibilities in connection with the
      conduct of the business and affairs of the Corporation and such inability lasts
      for (i) a period of at least one hundred twenty (120) consecutive days, or
      (ii)
      periods aggregating at least one hundred eighty (180) days during any three
      hundred sixty five (365) consecutive days, by reason of Executive's physical
      or
      mental disability, whether by reason of injury, illness or similar cause,
      Executive shall be deemed disabled, and the Corporation any time thereafter
      may
      terminate Executive's employment hereunder by reason of the disability. Upon
      delivery to Executive of such notice, all obligations of the Corporation
      hereunder shall terminate, except that Executive shall be entitled to: (a)
      the
      issuance of the securities set forth in Section 6.3 and (b) the payment of
      any
      unpaid accrued Base Salary through the date of termination. In addition, any
      accrued and unpaid Bonus shall be paid in accordance with Section 4 hereof.
      The
      obligations of Executive under Section 10 hereof shall continue notwithstanding
      termination of Executive's employment pursuant to this Section 9.2.




**9** **.** **3**  **Termination
      for Cause.** The
      Corporation may at any time during the Term, without any prior notice, terminate
      this Agreement and discharge Executive for Cause, whereupon the Corporation's
      obligation to pay compensation or other amounts payable hereunder to or for
      the
      benefit of Executive shall terminate on the date of such discharge. As used
      herein the term "Cause" shall mean: (i) a willful and material breach by
      Executive of the terms of this Agreement, (ii) willful violation of specific
      and
      lawful written direction from the Board of Directors of the Corporation;
      provided such direction is not inconsistent with the Executive's duties and
      responsibilities the Executive is holding at the time of the directive; (iii)
      fraud, embezzlement or other material dishonesty by the Executive with respect
      to the Corporation or any of its Affiliates; (iv) conviction of the Executive
      of
      a felony by a federal or state court of competent jurisdiction; (v) Executive's
      willful failure to perform (other than by reason of disability), or gross
      negligence in the performance of the Services; or (vi) ;Executive’s excessive
      absenteeism, alcoholism or drug abuse. The obligations of the Executive under
      Section 10 shall continue notwithstanding termination of the Executive's
      employment pursuant to this Section 9.3.




-5-





**9** **.** **4**  **Termination
      Without Cause.** The
      Corporation shall have the option to terminate this Agreement without Cause
      upon
      ninety (90) days written notice to the Executive. In the event the Corporation
      terminates this Agreement without Cause as defined above, the Corporation shall
      pay the Executive upon termination, the amount required pursuant to Section
      5.1.
      The obligations of the Executive under Section 10 hereof shall continue
      notwithstanding termination of the Executive's employment pursuant to this
      Section 9.4.




**9.5**  **Post
      Agreement Employment** .
      In the
      event Executive remains in the employ of the Corporation following termination
      of this Agreement, by the expiration of the Term or otherwise, then such
      employment shall be at will.




**10** **.**  **Protection
      of Confidential Information; Intellectual Property.**





In
      view
      of the fact that Executive's work for the Corporation will bring him into close
      contact with confidential information and plans for future developments,
      Executive agrees to the following:





**10** **.** **1**  **Secrecy.** To keep
      secret and retain in the strictest confidence all confidential matters of the
      Corporation, including, without limitation, trade "know how" and trade secrets,
      customer lists, pricing policies, marketing plans, technical processes,
      formulae, inventions and research projects, and other business affairs of the
      Corporation, learned by him heretofore or hereafter, and not to disclose them
      to
      anyone inside or outside of the Corporation, except in the course of performing
      the Services hereunder or with the express written consent of the Chief
      Executive Officer or Board of Directors of the Corporation and except to the
      extent such information is already known to the general public.





**10** **.** **2**  **Return
      Memoranda, etc.** To
      deliver promptly to the Corporation on termination of his employment, or at any
      other time as the Chief Executive Officer or the Board of Directors of the
      Corporation may so request, all memoranda, notes, records, reports, manuals,
      drawings, blueprints and other documents (and all copies thereof) relating
      to
      the Corporation's business and all property associated therewith, which he
      may
      then possess or have under his control.





-6-


**10** **.** **3**  **Covenants.**





**10** **.** **3** **.** **1**  **Non-competition.** Executive agrees that at all times while he is employed by the Corporation
      and,
      regardless of the reason for termination of his employment or this Agreement,
      for a period of two (2) years thereafter, he will not, as a principal, agent,
      employee, employer, consultant, stockholder, investor, director or co-partner
      of
      any person, firm, corporation or business entity other than the Corporation,
      or
      in any individual or representative capacity whatsoever, directly or indirectly,
      without the express prior written consent of the Corporation:





**(i)**  engage
      or
      participate in any business whose products or services are competitive with
      that
      of the Corporation, which business is the sale of travel and sale support
      services to the travel industry, and which conducts or solicits business, or
      transacts with supplier or customers located within the United States or Puerto
      Rico;





**(ii)**  aid
      or
      counsel any other person, firm, corporation or business entity to do any of
      the
      above;





**(iii)**  become
      employed by a firm, corporation, partnership or joint venture which competes
      with the business of the Corporation within the United States or Puerto Rico;
      or





**(iv)**  approach,
      solicit business from, or otherwise do business or deal with any customer of
      the
      Corporation in connection with any product or service competitive to any
      provided by the Corporation.





**10** **.** **3** **.** **2**  **Anti-Raiding.** Executive agrees that during the term of his employment hereunder, and,
      thereafter for a period of two (2) years, he will not, as a principal, agent,
      employee, employer, consultant, director or partner of any person, firm,
      corporation or business entity other than the Corporation, or in any individual
      or representative capacity whatsoever, directly or indirectly, without the
      prior
      express written consent of the Corporation approach, counsel or attempt to
      induce any person who is then in the employ of the Corporation to leave the
      employ of the Corporation or employ or attempt to employ any such person or
      persons who at any time during the preceding six months was in the employ of
      the
      Corporation.





**10** **.** **3** **.** **3**  **Executive's
      Acknowledgements.** Executive acknowledges (i) that his position with the Corporation requires
      the
      performance of services which are special, unique, and extraordinary in
      character and places him in a position of confidence and trust with the
      customers and employees of the Corporation, through which, among other things,
      he shall obtain knowledge of the Corporation's "technical information" and
      "know-how" and become acquainted with its customers, in which matters the
      Corporation has substantial proprietary interests; (ii) that the restrictive
      covenants set forth above are necessary in order to protect and maintain such
      proprietary interests and the other legitimate business interests of the
      Corporation; and (iii) that the Corporation would not have entered into this
      Agreement unless such covenants were included herein. Executive also
      acknowledges that the business of the Corporation presently will extend
      throughout the United States and Puerto Rico, and that he will personally
      supervise and engage in such business on behalf of Corporation and, accordingly,
      it is reasonable that the restrictive covenants set forth above are not more
      limited as to geographic area then is set forth therein. Executive also
      represents to the Corporation that the enforcement of such covenants will not
      prevent Executive from earning a livelihood or impose an undue hardship on
      the
      Executive.





-7-


**10.3.4**  **Assignment
      of Rights to Intellectual Property** .
      Executive shall promptly and fully disclose all Intellectual Property to the
      Corporation. Executive hereby assigns and agrees to assign to the Corporation
      (or as otherwise directed by the Corporation) Executive's full right, title
      and
      interest in and to all Intellectual Property. Executive agrees to execute any
      and all applications for domestic and foreign patents, copyrights or other
      proprietary rights and to do such other acts (including without limitation
      the
      execution and delivery of instruments of further assurance or confirmation)
      requested by the Corporation to assign the Intellectual Property to the
      Corporation and to permit the Corporation to enforce any patents, copyrights
      or
      other proprietary rights to the Intellectual Property. Executive will not charge
      the Corporation for time spent, although the Corporation will reimburse
      Executive for any expenses Executive reasonably incurs, in complying with these
      obligations. All copyrightable works that Executive creates shall be considered
      "work made for hire". "Intellectual Property" means inventions, discoveries,
      developments, methods, processes, compositions, works, concepts and ideas
      (whether or not patentable or copyrightable or constituting trade secrets)
      conceived, made, created, developed or reduced to practice by Executive (whether
      alone or with others, whether or not during normal business hours or on or
      off
      Corporation premises) during Executive's employment that relate to either the
      Products or any prospective activity of the Corporation under active
      consideration. “Products” means all products planned, researched, developed,
      tested, manufactured, sold, licensed, leased or otherwise distributed or put
      into use by the Corporation or any of its Affiliates, together with all services
      provided or planned by the Corporation, during Executive's
      employment.





**10** **.** **4**  **Severability.** If any
      of the provisions of this Section 10, or any part thereof, is hereinafter
      construed to be invalid or unenforceable, the same shall not affect the
      remainder of such provision or provisions, which shall be given full effect,
      without regard to the invalid portions. If any of the provisions of this Section
      10, or any part thereof, is held to be unenforceable because of the duration
      of
      such provision, the area covered thereby or the type of conduct restricted
      therein, the parties agree that the court making such determination shall have
      the power to modify the duration, geographic area and/or other terms of such
      provision and, as so modified, said provision(s) shall then be enforceable.
      In
      the event that the courts of any one or more jurisdictions shall hold such
      provisions wholly or partially unenforceable by reason of the scope thereof
      or
      otherwise, it is the intention of the parties hereto that such determination
      not
      bar or in any way affect the Corporation's right to the relief provided for
      herein in the courts of any other jurisdictions as to breaches or threatened
      breaches of such provisions in such other jurisdictions, the above provisions
      as
      they relate to each jurisdiction being, for this purpose, severable into diverse
      and independent covenants.





**10** **.** **5**  **Injunctive
      Relief.** Executive acknowledges and agrees that, because of the unique and extraordinary
      nature of his services, any breach or threatened breach of the provisions of
      Sections 10.1, 10.2, or 10.3 hereof will cause irreparable injury and
      incalculable harm to the Corporation, and the Corporation shall, accordingly,
      be
      entitled to injunctive and other equitable relief for such breach or threatened
      breach and that resort by the Corporation to such injunctive or other equitable
      relief shall not be deemed to waive or to limit in any respect any right or
      remedy which the Corporation may have with respect to such breach or threatened
      breach. The Corporation and Executive agree that any such action for injunctive
      or equitable relief shall be heard in a state or federal court situate in New
      Jersey and each of the parties hereto, hereby agrees to accept service of
      process by registered mail and to otherwise consent to the jurisdiction of
      such
      courts.





-8-


**10** **.** **6**  **Expenses
      of Enforcement of Covenants.** In the
      event that any action, suit or proceeding at law or in equity is brought to
      enforce the covenants contained in Sections 10.1, 10.2, or 10.3 hereof or to
      obtain money damages for the breach thereof, the party prevailing in any such
      action, suit or other proceeding shall be entitled upon demand, to reimbursement
      from the other party for all expenses (including, without limitation, reasonable
      attorneys' fees and disbursements) incurred in connection
      therewith.





**10** **.** **7**  **Separate
      Agreement.** The
      provisions of this Section 10 shall be construed as an agreement on the part
      of
      the Executive independent of any other part of this Agreement or any other
      agreement, and the existence of any claim or cause of action of the Executive
      against the Corporation, whether predicated on this Agreement or otherwise,
      shall not constitute a defense to the enforcement by the Corporation of the
      provisions of this Section 10.





**11** **.**  **Indemnification.**





The
      Corporation shall provide the Executive (including his heirs, executors and
      administrators) with coverage under a standard directors and officer’s liability
      insurance policy at the Corporation's expense to the same extent as provided
      for
      any other director, officer or trustee of the Corporation. In addition, the
      Corporation shall indemnify the Executive (and his heirs, executors and
      administrators) to the fullest extent permitted under the law of its state
      of
      incorporation against all expenses and liabilities reasonably incurred by him
      in
      connection with or arising out of any action, suit or proceeding in which the
      Executive may be involved by reason of his having been a director or officer
      of
      the Corporation or any subsidiary thereof. Such expenses and liabilities shall
      include, but not be limited to, judgments, court costs and attorneys' fees
      and
      the cost of reasonable settlements, such settlements to be approved by the
      Board
      if such action is brought against the Executive in his capacity as a director
      or
      officer of the Corporation or any subsidiary thereof. The Corporation shall,
      upon the request of the Executive, advance to the Executive such amounts as
      necessary to cover expenses, including without limitation legal fees and
      expenses, incurred by the Executive in connection with any suit or proceeding
      in
      which the Executive may be involved by reason of his being or having been a
      director or officer of the Corporation or of any subsidiary thereof. Such
      indemnity and advance of expenses, however, shall not extend to matters as
      to
      which the Executive is finally adjudged to be liable for willful misconduct
      in
      the performance of his duties.





**12** **.**  **Arbitration.**





Except
      with respect to any proceeding brought under Section 10 hereof, any controversy,
      claim, or dispute between the parties, directly or indirectly, concerning this
      Employment Agreement or the breach hereof, or the subject matter hereof,
      including questions concerning the scope and applicability of this arbitration
      clause, shall be finally settled by arbitration in Essex County, New Jersey
      pursuant to the rules then applying of the American Arbitration Association.
      The
      arbitrators shall consist of one representative selected by the Corporation,
      one
      representative selected by the Executive and one representative selected by
      the
      first two arbitrators. The parties agree to expedite the arbitration proceeding
      in every way, so that the arbitration proceeding shall be commenced within
      thirty (30) days after request therefore is made, and shall continue thereafter,
      without interruption, and that the decision of the arbitrators shall be handed
      down within thirty (30) days after the hearings in the arbitration proceedings
      are closed. The arbitrators shall have the right and authority to assess the
      cost of the arbitration proceedings and to determine how their decision or
      determination as to each issue or matter in dispute may be implemented or
      enforced. The decision in writing of any two of the arbitrators shall be binding
      and conclusive on all of the parties to this Agreement. Should either the
      Corporation or the Executive fail to appoint an arbitrator as required by this
      Section 12 within thirty (30) days after receiving written notice from the
      other
      party to do so, the arbitrator appointed by the other party shall act for all
      of
      the parties and his decision in writing shall be binding and conclusive on
      all
      of the parties to this Employment Agreement. Any decision or award of the
      arbitrators shall be final and conclusive on the parties to this Agreement;
      judgment upon such decision or award may be entered in any competent Federal
      or
      state court located in the United States of America; and the application may
      be
      made to such court for confirmation of such decision or award for any order
      of
      enforcement and for any other legal remedies that may be necessary to effectuate
      such decision or award.





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**13** **.**  **Notices.**





All
      notices, requests, consents and other communications required or permitted
      to be
      given hereunder, shall be in writing and shall be deemed to have been duly
      given
      if delivered personally or sent by prepaid telegram, telecopy or mailed first
      class, postage prepaid, by registered or certified mail (notices sent by
      telegram or mailed shall be deemed to have been given on the date sent), to
      the
      parties at their respective addresses hereinabove set forth or to such other
      address as either party shall designate by notice in writing to the other in
      accordance herewith.





**14** **.**  **General** .





**14** **.** **1**  **Governing
      Law.** This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      local laws of the State of New Jersey.





**14** **.** **2**  **Captions.** The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.





**14** **.** **3**  **Entire
      Agreement.** This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof. No representation, promise or inducement has been made by either party
      that is not embodied in this Agreement, and neither party shall be bound by
      or
      liable for any alleged representation, promise or inducement not so set
      forth.





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**14** **.** **4**  **Severability.** If any
      of the provisions of this Agreement shall be unlawful, void, or for any reason,
      unenforceable, such provision shall be deemed severable from, and shall in
      no
      way affect the validity or enforceability of, the remaining portions of this
      Agreement.





**14** **.** **5**  **Waiver.** The
      waiver by any party hereto of a breach of any provision of this Agreement by
      any
      other party shall not operate or be construed as a waiver of any subsequent
      breach of the same provision or any other provision hereof.





**14** **.** **6**  **Counterparts.** This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one and
      the
      same Agreement.





**14** **.** **7**  **Assignability.** This
      Agreement, and Executive's rights and obligations hereunder, may not be assigned
      by Executive. The Corporation may assign its rights, together with its
      obligations, hereunder in connection with any sale, transfer or other
      disposition of all or substantially all of its business or assets; in any event
      the rights and obligations of the Corporation hereunder shall be binding on
      its
      successors or assigns, whether by merger, consolidation or acquisition of all
      or
      substantially all of its business or assets. This Agreement shall inure to
      the
      benefit of, and be binding upon, the Executive and his executors,
      administrators, heirs and legal representatives.





**14** **.** **8**  **Amendment.** This
      Agreement may be amended, modified, superseded, cancelled, renewed or extended
      and the terms or covenants hereof may be waived, only by a written instrument
      executed by both of the parties hereto, or in the case of a waiver, by the
      party
      waiving compliance. No superseding instrument, amendment, modification,
      cancellation, renewal or extension hereof shall require the consent or approval
      of any person other than the parties hereto. The failure of either party at
      any
      time or times to require performance of any provision hereof shall in no matter
      affect the right at a later time to enforce the same. No waiver by either party
      of the breach of any term or covenant contained in this Agreement, whether
      by
      conduct or otherwise, in any one or more instances, shall be deemed to be,
      or
      construed as, a further or continuing waiver of any such breach, or a waiver
      of
      the breach of any other term or covenant contained in this
      Agreement.





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**IN
      WITNESS WHEREOF,** the
      parties have executed this Agreement as of the date first above
      written.




**ATTEST:**
            
            **YTB
              INTERNATIONAL, INC.****(F/K/A REZCONNECT
              TECHNOLOGIES, INC.)**By:
            
            
            By:Name:Title:


**WITNESS:**Derek
                  Brent,*individually*




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