**YTB
      INTERNATIONAL, INC.**





**Amended
      and Restated 2004 Stock Option and Restricted Stock Plan**


(Originally
      adopted as of December 8, 2004; amended and restated as of July 31,
      2007)





**Background:**





**A.**  The
      YTB
      International, Inc. (the “ ***Company*** ”)
      2004
      Stock Option and Restricted Stock Plan (the “ ***Plan*** ”)
      was
      originally adopted as of December 8, 2004.





**B.**  As
      of
      July 31, 2007 (the “ ***Amendment
      Effective Date*** ”),
      a
      reclassification of the capital
      stock of the Company was effected and a stock dividend was declared
      (collectively, the “ ***Reclassification*** ”).
      In
      the Reclassification, the stockholders of the Company exchanged each share
      of
      the existing common stock, par value $0.001, of the Company (“ ***Existing
      Common Stock*** ”)
      that
      they had held for one share of the Company’s Class A Common Stock, par value
      $0.001 and two shares of the Company’s Class B Common Stock, par value $0.001
      per share.





**C.**  Prior
      to
      the Amendment Effective Date, (i) 400,000 shares of Existing Common Stock had
      been issued and were outstanding upon the prior exercise of Stock Options (as
      hereinafter defined) previously granted under the Plan, (ii) 225,000 shares
      of
      Existing Common Stock were issuable under the Plan upon the exercise of
      outstanding Stock Options granted thereunder and (iii) 4,375,000 shares of
      Existing Common Stock remained available for issuance under the
      Plan.





**D.**  The
      Company’s Board of Directors has determined that, as a result of the
      Reclassification, it is in the best interests of the Company to amend and
      restate the Plan as of the Amendment Effective Date to clarify the type and
      number of shares available for issuance under the Plan, with respect to awards
      granted prior to, and after, the Amendment Effective Date.





**Section** **1** **.** **Purpose;
      Definitions.**





**1** **.** **1**  **Purpose.** The
      purpose of the Plan is to enable the Company to offer to its key employees,
      officers, directors and consultants whose past, present and/or potential
      contributions to the Company and its Subsidiaries have been, are or will be
      important to the success of the Company, an opportunity to acquire a proprietary
      interest in the Company. The various types of long-term incentive awards which
      may be provided under the Plan will enable the Company to respond to changes
      in
      compensation practices, tax laws, accounting regulations and the size and
      diversity of its businesses.





**1** **.** **2**  **Definitions.** For
      purposes of the Plan, the following terms shall be defined as set forth
      below:





**(** **a** **)**  ***“Agreement”*** means
      the agreement between the Company and the Holder setting forth the terms and
      conditions of an award under the Plan.





**(b)**  “ ***Amendment
      Effective Date*** ”
means
      July 31, 2007, the date on which the Reclassification becomes
      effective.





**(c)**  ***“Board”*** means
      the Board of Directors of the Company.


**YTB
                  International, Inc.****AMENDED
                  AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                  PLAN**
 1





**(d)**  ***“Charter
      Amendment”*** means
      the
      amended and restated certificate of incorporation of the Company, as filed
      with
      the Secretary of State of the State of Delaware on or about the Amendment
      Effective Date.





**(e)**  *“* ***Class
      A Common Stock”*** means
      on
      and after the Amendment Effective Date the Company’s Class A Common Stock, par
      value $0.001 per share, authorized for issuance under the Company’s Certificate
      of Incorporation, as amended by the Charter Amendment.





**(f)**  “ ***Class
      B Common Stock”*** means on
      and after the Amendment Effective Date the Company’s Class B Common Stock, par
      value $0.001 per share, authorized for issuance under the Company’s Certificate
      of Incorporation, as amended by the Charter Amendment.





**(g)**  ***“Code”*** means
      the Internal Revenue Code of 1986, as amended from time to time, and any
      successor thereto and the regulations promulgated thereunder.





**(h)**  ***“Committee”*** means
      the Compensation Committee of the Board or such persons as shall be designated
      by the President of the company, or any other committee of the Board, which
      the
      Board may designate to administer the Plan or any portion thereof. The Committee
      shall consist of disinterested persons appointed by the Board who, during the
      one year period prior to commencement of service on the Committee, shall not
      have participated in, and while serving and for one year after serving on the
      Committee, shall not be eligible for selection as persons to whom awards of
      Stock may be allocated, or to whom Stock Options may be granted under the Plan
      or any other discretionary plan of the Company, under which participants are
      entitled to acquire Stock or Stock Options of the Company. If no Committee
      is so
      designated, then all references in this Plan to “Committee” shall mean the
      Board.





**(i)**  ***“Common
      Stock”*** means
      (A) with respect to periods ending prior to the Amendment Effective Date, the
      Existing Common Stock, and (B) with respect to periods commencing on the
      Amendment Effective Date, the Class A Common Stock. Notwithstanding the
      foregoing, the term “Common Stock,” when referring to any Existing Common Stock
      issued as Restricted Stock or issued or issuable upon exercise of Stock Options
      granted, in each case, prior to the Amendment Effective Date, shall, commencing
      with the Amendment Effective Date, instead be deemed a reference to both Class
      A
      Common Stock and Class B Common Stock, in a ratio of one share of Class A Common
      Stock for every two shares of Class B Common Stock. For example, the number
      and
      type of shares of Common Stock available under the Plan as a result of an award
      of Stock Options to purchase ten thousand (10,000) shares of Common Stock that
      was granted prior to the Amendment Effective Date shall be, commencing on the
      Amendment Effective Date, ten thousand (10,000) shares of Class A Common Stock
      and twenty thousand (20,000) shares of Class B Common Stock in lieu of ten
      thousand (10,000) shares of Existing Common Stock.





**(j)**  ***“Company”*** means
      YTB International, Inc., a corporation organized under the laws of the State
      of
      Delaware.





**(k)**  ***“Continuous
      Status as an Employee”*** means
      the absence of any interruption or termination of service as an Employee.
      Continuous Status as an Employee shall not be considered interrupted in the
      case
      of sick leave, military leave, or any other leave of absence approved by the
      Board.





**(l)**  ***“Employee”*** shall
      mean any person, including officers and directors, employed by the Company
      or
      any Parent or Subsidiary of the Company and for whom a withholding obligation
      exists under Section 3401 of the Code by the employing corporation, as
      applicable. The payment of a director’s fee by the Company shall not be
      sufficient to constitute “employment” by the Company. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


2





**(m)**  ***“Disability”*** means
      disability as determined under procedures established by the Committee for
      purposes of the Plan.





**(n)**  ***“Effective
      Date”*** means
      the date set forth in Section 11.





**(o)**  ***“Existing
      Common Stock”*** means
      the
      common stock, par value $0.001 per share, of the Company authorized for issuance
      under the Company’s Certificate of Incorporation as in effect for all periods
      prior to the effectiveness of the Charter Amendment.





**(p)**  ***“Fair
      Market Value”*** ,
      unless
      otherwise required by any applicable provision of the Code or any regulations
      issued thereunder, means, as of any given date: (i) if the Common Stock is
      listed on a national securities exchange or quoted on the NASDAQ Global Market
      or NASDAQ Capital Market, the last sale price of the Common Stock in the
      principal trading market for the Common Stock on the last trading day preceding
      the date of grant of an award hereunder, as reported by the exchange or NASDAQ,
      as the case may be; (ii) if the Common Stock is not listed on a national
      securities exchange or quoted on the NASDAQ Global Market or NASDAQ Capital
      Market, but is traded in the over-the-counter market, the closing bid price
      for
      the Common Stock on the last trading day preceding the date of grant of an
      award
      hereunder for which such quotations are reported by the National Quotation
      Bureau, Incorporated or similar publisher of such quotations; and (iii) if
      the fair market value of the Common Stock cannot be determined pursuant to
      clause (i) or (ii) above, such price as the Committee shall determine, in good
      faith.





**(q)**  ***“Holder”*** means a
      person who has received an award under the Plan.





**(r)**  ***“Incentive
      Stock Option”*** means
      any Stock Option intended to be and designated as an “incentive stock option”
within the meaning of Section 422 of the Code.





**(s)**  ***“Non-Qualified
      Stock Option”*** means
      any Stock Option that is not an Incentive Stock Option.





**(t)**  ***“Normal
      Retirement”*** means
      retirement from active employment with the Company or any Subsidiary on or
      after
      age 65.





**(u)**  ***“Parent”*** means
      any present or future parent corporation of the Company, as such term is defined
      in Section 424(e) of the Code.





**(v)**  ***“Plan”*** means
      the YTB International, Inc., 2004 Stock Option and Restricted Stock Plan, as
      amended and restated hereby and as may be hereinafter amended further from
      time
      to time.





**(w)**  “ ***Reclassification*** ”
has
      the
      meaning assigned to it in paragraph (B) of the Background to the
      Plan.





**(x)**  ***“Restricted
      Stock”*** means
      Stock received under an award made pursuant to Section 6 below.





**(y)**  ***“Stock”*** means
      the Common Stock of the Company.





**(z)**  ***“Stock
      Option”*** or
“ ***Option*** ”
means
      any option to purchase shares of Stock which is granted pursuant to the
      Plan.





**(aa)**  ***“Subsidiary”*** means
      any present or future subsidiary corporation of the Company, as such term is
      defined in Section 424(f) of the Code. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


3





**Section** **2** **.** **Administration.**





**2** **.** **1**  **Committee
      Membership.** The Plan
      shall be administered by the Board or a Committee or such persons as shall
      be
      designated by the President of the Company. Committee members shall serve for
      such term as the Board may in each case determine, and shall be subject to
      removal at any time by the Board.





**2** **.** **2**  **Powers
      of Committee.** The
      Committee shall have full authority, subject to Section 2.3 hereof, to award,
      pursuant to the terms of the Plan: (i) Stock Options and (ii) Restricted
      Stock grants. For purposes of illustration and not of limitation, the Committee
      shall have the authority (subject to the express provisions of this
      Plan):





**(** **a** **)**  to
      select
      the officers, key employees, directors and consultants of the Company or any
      Subsidiary to whom Stock Options and/or Restricted Stock, may from time to
      time
      be awarded hereunder.





**(** **b** **)**  to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any award granted hereunder (including, but not limited to, number of shares,
      share price, any restrictions or limitations, and any vesting, exchange,
      surrender, cancellation, acceleration, termination, exercise or forfeiture
      provisions, as the Committee shall determine);





**(** **c** **)**  to
      determine any specified performance goals or such other factors or criteria
      which need to be attained for the vesting of an award granted
      hereunder;





**(** **d** **)**  to
      determine the terms and conditions under which awards granted hereunder are
      to
      operate on a tandem basis and/or in conjunction with or apart from other equity
      awarded under this Plan and cash awards made by the Company or any Subsidiary
      outside of this Plan;





**(e)**  to
      determine the extent and circumstances under which Stock and other amounts
      payable with respect to an award hereunder shall be deferred which may be either
      automatic or at the election of the Holder; and





**(f)**  to
      substitute (i) new Stock Options for previously granted Stock Options,
      which previously granted Stock Options have higher option exercise prices and/or
      contain other less favorable terms, and (ii) new awards of any other type
      for previously granted awards of the same type, which previously granted awards
      are upon less favorable terms.





**2** **.** **3**  **Interpretation
      of Plan.**





**(** **a** **)**  ***Committee
      Authority.*** Subject
      to Section 11 hereof, the Committee shall have the authority to adopt, alter
      and
      repeal such administrative rules, guidelines and practices governing the Plan
      as
      it shall, from time to time, deem advisable, to interpret the terms and
      provisions of the Plan and any award issued under the Plan (and to determine
      the
      form and substance of all Agreements relating thereto), and to otherwise
      supervise the administration of the Plan. Subject to Section 11 hereof, all
      decisions made by the Committee pursuant to the provisions of the Plan shall
      be
      made in the Committee’s sole discretion and shall be final and binding upon all
      persons, including the Company, its Subsidiaries and Holders.





**(** **b** **)**  ***Incentive
      Stock Options.*** Anything
      in the Plan to the contrary notwithstanding, no term or provision of the Plan
      relating to Incentive Stock Options or any Agreement providing for Incentive
      Stock Options shall be interpreted, amended or altered, nor shall any discretion
      or authority granted under the Plan be so exercised, so as to disqualify the
      Plan under Section 422 of the Code, or, without the consent of the Holder(s)
      affected, to disqualify any Incentive Stock Option under such Section 422. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


4




**Section** **3** **.** **Stock
      Subject to Plan.**





The
      total
      number of shares of Common Stock reserved and available for distribution under
      the Plan shall be 15,000,000 shares (of which 13,125,000 shares remain
      available, as of the Amendment Effective Date, for awards that may be granted
      after the Amendment Effective Date). Shares of Stock under the Plan may consist,
      in whole or in part, of authorized and unissued shares or treasury shares.
      If
      any shares of Stock that have been optioned cease to be subject to a Stock
      Option, or any shares of Stock that are subject to any Restricted Stock granted
      hereunder are forfeited or any such award otherwise terminates without a payment
      being made to the Holder in the form of Stock, such shares shall again be
      available for distribution in connection with future grants and awards under
      the
      Plan. Only net shares issued upon a stock-for-stock exercise (including stock
      used for withholding taxes) shall be counted against the number of shares
      available under the Plan.





**Section** **4** **.** **Eligibility.**





Awards
      may be made or granted to key employees, officers, directors and consultants
      who
      are deemed to have rendered or to be able to render significant services to
      the
      Company or its Subsidiaries and who are deemed to have contributed or to have
      the potential to contribute to the success of the Company. No Incentive Stock
      Option shall be granted to any person who is not an employee of the Company
      or a
      Subsidiary at the time of grant.





**I.** **STOCK
      OPTIONS**





**Section** **5** **.** **Stock
      Options.**





**5** **.** **1**  **Grant
      and Exercise.** Stock
      Options granted under the Plan may be of two types: (i) Incentive Stock
      Options and (ii) Non-Qualified Stock Options. Any Stock Option granted
      under the Plan shall contain such terms, not inconsistent with this Plan, or
      with respect to Incentive Stock Options, the Code, as the Committee may from
      time to time approve. The Committee shall have the authority to grant Incentive
      Stock Options, Non-Qualified Stock Options, or both types of Stock Options
      and
      may be granted alone or in addition to other awards granted under the Plan.
      To
      the extent that any Stock Option intended to qualify as an Incentive Stock
      Option does not so qualify, it shall constitute a separate Non-Qualified Stock
      Option. An Incentive Stock Option granted under this Plan may only be exercised
      within ten years of the date of grant (or five years in the case of an Incentive
      Stock Option granted to optionee (“10% Stockholder”) who, at the time of grant,
      owns Stock possessing more than 10% of the total combined voting power of all
      classes of stock of the Company or a Parent or Subsidiary.)





**5** **.** **2**  **Terms
      and Conditions.** Stock
      Options granted under the Plan shall be subject to the following terms and
      conditions:





**(** **a** **)**  ***Exercise
      Price.*** The
      exercise price per share of Stock purchasable under a Stock Option shall be
      determined by the Committee at the time of grant and may be less than 100%
      of
      the Fair Market Value of the Stock as defined above; *provided,
      however,* that (i)
      the exercise price of an Incentive Stock Option shall not be less than 100%
      of
      the Fair Market Value of the Stock (110%, in the case of 10% Stockholder);
      and
      (ii) the exercise price of a Non-Qualified Stock Option shall not be less than
      85% of the Fair Market Value of the Stock as defined above. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


5





**(** **b** **)**  ***Option
      Term.*** Subject
      to the limitations in Section 5.1, the term of each Stock Option shall be fixed
      by the Committee.





**(** **c** **)**  ***Exercisability.*** Stock
      Options shall be exercisable at such time or times and subject to such terms
      and
      conditions as shall be determined by the Committee. If the Committee provides,
      in its discretion, that any Stock Option is exercisable only in installments,
      i.e., that it vests over time, the Committee may waive such installment exercise
      provisions at any time at or after the time of grant in whole or in part, based
      upon such factors as the Committee shall determine.





**(** **d** **)**  ***Method
      of Exercise.*** Subject
      to whatever installment, exercise and waiting period provisions are applicable
      in a particular case, Stock Options may be exercised in whole or in part at
      any
      time during the term of the Option, by giving written notice of exercise to
      the
      Company specifying the number of shares of Stock to be purchased. Such notice
      shall be accompanied by payment in full of the purchase price, which shall
      be in
      cash or, unless otherwise provided in the Agreement, in shares of Stock
      (including Restricted Stock) or, partly in cash and partly in such Stock, or
      such other means which the Committee determines are consistent with the Plan’s
      purpose and applicable law. Cash payments shall be made by wire transfer,
      certified or bank check or personal check, in each case payable to the order
      of
      the Company; *provided,
      however,* that the
      Company shall not be required to deliver certificates for shares of Stock with
      respect to which an Option is exercised until the Company has confirmed the
      receipt of good and available funds in payment of the purchase price thereof.
      Payments in the form of Stock shall be valued at the Fair Market Value of a
      share of Stock on the date prior to the date of exercise. Such payments shall
      be
      made by delivery of stock certificates in negotiable form which are effective
      to
      transfer good and valid title thereto to the Company, free of any liens or
      encumbrances. A Holder shall have none of the rights of a stockholder with
      respect to the shares subject to the Option until such shares shall be
      transferred to the Holder upon the exercise of the Option.





**(** **e** **)**  ***Transferability.*** No Stock
      Option shall be transferable by the Holder otherwise than by will or by the
      laws
      of descent and distribution, and all Stock Options shall be exercisable, during
      the Holder’s lifetime, only by the Holder.





**(** **f** **)**  ***Termination
      by Reason of Death.*** If a
      Holder’s employment by the Company or a Subsidiary terminates by reason of
      death, any Stock Option held by such Holder that has not fully vested shall
      be
      forfeited, unless otherwise determined by the Committee at the time of grant
      and
      set forth in the Agreement. Any fully vested option may thereafter be exercised
      by the legal representative of the estate or by the legatee of the Holder under
      the will of the Holder, for a period of one year (or such other greater or
      lesser period as the Committee may specify at grant) from the date of such
      death
      or until the expiration of the stated term of such Stock Option, whichever
      period is the shorter.





**(** **g** **)**  ***Termination
      by Reason of Disability.*** If a
      Holder’s employment by the Company or any Subsidiary terminates by reason of
      Disability, any Stock Option held by such Holder that has not fully vested
      shall
      be forfeited, unless otherwise determined by the Committee at the time of grant
      and set forth in the Agreement. Any fully vested option may thereafter be
      exercised by the Holder for a period of one year (or such other greater or
      lesser period as the Committee may specify at the time of grant) from the date
      of such termination of employment or until the expiration of the stated term
      of
      such Stock Option, whichever period is the shorter.





**(** **h** **)**  ***Other
      Termination.*** Subject
      to the provisions of Section 12.3 below and unless otherwise determined by
      the
      Committee at the time of grant and set forth in the Agreement, if a Holder
      is an
      employee of the Company or a Subsidiary at the time of grant and if such
      Holder’s employment by the Company or any Subsidiary terminates for any reason
      other than death or Disability, the Stock Option shall thereupon automatically
      terminate, except that if the Holder’s employment is terminated by the Company
      or a Subsidiary without cause or due to Normal Retirement, then the portion
      of
      such Stock Option which has vested on the date of termination of employment
      may
      be exercised for the lesser of three months after termination of employment
      or
      the balance of such Stock Option’s term. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


6





**(** **i** **)**  ***Additional
      Incentive Stock Option Limitation.*** In the
      case of an Incentive Stock Option, the amount of aggregate Fair Market Value
      of
      Stock (determined at the time of grant of the Option) with respect to which
      Incentive Stock Options are exercisable for the first time by a Holder during
      any calendar year (under all such plans of the Company and its Parent and any
      Subsidiary) shall not exceed $100,000.





**(** **j** **)**  ***Buyout
      and Settlement Provisions.*** The
      Committee may at any time offer to buy out a Stock Option previously granted,
      based upon such terms and conditions as the Committee shall establish and
      communicate to the Holder at the time that such offer is made.





**(** **k** **)**  ***Stock
      Option Agreement.*** Each
      grant of a Stock Option shall be confirmed by, and shall be subject to the
      terms
      of an agreement (a “Stock Option Agreement”), or an amendment thereto, executed
      by the company and the Holder. Each Stock Option Agreement shall set forth
      (1)
      the number of shares underlying the Stock Options awarded to the Holder, (2)
      the
      vesting conditions applicable to the award and (3) such other terms and
      conditions, not inconsistent with the Plan, as determined in its discretion
      by
      the Committee.





**II.** **RESTRICTED
      STOCK GRANTS**




**Section
      6.** **Grant
      of Restricted Stock Awards**




Subject
      to the provisions of the Plan, the Committee shall have full and final
      authority, in its discretion, (1) to determine the eligibility of any
      individual to receive an award of Restricted Stock under the Plan, (2) to
      select from among the eligible individuals the persons who are to receive such
      awards and (3) to determine the number of shares of Restricted Stock to be
      awarded to any eligible person selected by the Committee and the terms and
      conditions of the award. In determining the number of shares of Restricted
      Stock
      to be granted to any Holder and the terms and conditions of such award, the
      Committee shall consider the position and responsibilities of the individual
      being considered, the nature and value to the Company of his or her services,
      his or her present and/or potential contribution to the success of the Company,
      and such other factors as the Committee may deem relevant.




**Section
      7.** **Terms
      and Conditions of Restricted Stock Awards**




Awards
      of
      Restricted Stock granted under the Plan shall be subject to the following terms
      and conditions:




**7.1**  ***Date
      of Awards.*** Awards
      of Restricted Stock shall be made only as of a Valuation Date, as defined in
      Section 7.9.




**7.2**  ***Vesting
      Conditions.*** Awards
      under the Plan shall consist of a specified number of shares of Stock
      (“Restricted Stock”) awarded to a Holder subject to the satisfaction of one or
      more vesting conditions determined and specified by the Committee at the time
      of
      the award. Such vesting conditions may include:




(i)  *Service
      Conditions.* A
      requirement that the Holder remain in the service of the Company as an employee,
      director, member of an Advisory Board, consultant, advisor and/or in such other
      capacity or capacities as the Committee may specify (hereinafter referred to
      as
      the Holder’s “Service”) from the date of the award through the Valuation Date or
      Valuation Dates specified by the Committee at the time of the
      award;


**YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


7


(ii)  *Performance
      Conditions.* Satisfaction of such requirements relating to the performance of the Company,
      any department, unit or other portion thereof or the Holder individually as
      the
      Committee may determine and specify at the time of the award;
      and/or




(iii)  *Other
      Conditions.* Such
      other conditions to the vesting of the shares of Restricted Stock as the
      Committee may, in its discretion, determine and specify at the time of the
      award.




The
      vesting conditions to which an award of Restricted Stock is subject may be
      stated in the alternative, such that satisfaction of one or more of such
      conditions will be sufficient to cause the vesting of the shares of Restricted
      Stock, or cumulatively such that vesting will not occur unless and until all
      of
      such conditions is satisfied, or in any combination of the two. Vesting
      conditions may also be stated in such a manner that vesting of a designated
      portion of the shares awarded will occur on satisfaction of one or more
      specified conditions, whereas satisfaction of additional or different conditions
      is required for the vesting of another specified portion or portions of the
      shares. For example, an award may provide for the vesting of an award in stages
      upon satisfaction of conditions relating to specified numbers of years of
      Service and/or levels of performance.




Unless
      otherwise specifically determined by the Committee, the vesting conditions
      applicable to an award of Restricted Stock shall be stated in such a manner
      that
      vesting of any shares of Restricted Stock shall occur, if at all, as of one
      or
      more Valuation Dates.




**7.3**  ***Restricted
      Stock Agreements.*** All
      awards of Restricted Stock shall be confirmed by and subject to the terms of
      an
      agreement (a “Restricted Stock Agreement”), executed by the Company and the
      Holder. Each Restricted Stock Agreement shall set forth (1) the number of shares
      of Restricted Stock awarded to the Holder, (2) the vesting conditions applicable
      to the award and (3) such other terms and conditions, not inconsistent with
      the
      Plan, as determined in its discretion by the Committee.




No
      Holder
      shall sell, exchange, assign, alienate, pledge, hypothecate, encumber, charge,
      give, devise, or otherwise dispose of, either voluntarily or by operation of
      law
      (hereinafter referred to as “transfer”), any shares of Stock acquired pursuant
      to the Plan or any rights or interests appertaining thereto, except as permitted
      by the Plan.




**7.4**  ***Transfer
      Restrictions; Escrow of Restricted Stock.*** Unless
      and until the vesting conditions prescribed by the Committee for such shares
      have been satisfied, a Holder may not sell, exchange, assign, alienate, pledge,
      hypothecate, encumber, charge, give, or otherwise dispose of, either voluntarily
      or by operation of law (any such action being hereinafter referred to as a
      “transfer”) any shares of Restricted Stock, or any interest therein, other than
      by Will or the laws of descent and distribution on death of the Holder, and
      any
      attempt to make such a transfer shall be null and void. Pending satisfaction
      of
      the vesting conditions with respect thereto, the certificates representing
      shares of Restricted Stock awarded under the Plan shall be held in escrow by
      the
      Company, and as a condition of any award of Restricted Stock, the Holder shall
      deliver to the Company one or more undated stock powers with respect thereto
      to
      be used by the Company in the event any such shares are forfeited to the Company
      pursuant to the terms of the Plan or the Restricted Stock Agreement. As soon
      as
      practicable following satisfaction of the vesting conditions with respect to
      any
      shares of Restricted Stock and payment to the Company of any amount required
      for
      withholding taxes as provided in Section 12.6, the Company will cause a
      certificate or certificates for such shares to be delivered to the Holder or
      in
      the event of death to the Holder’s personal representative. Following
      satisfaction of the vesting conditions and delivery of stock certificates to
      the
      Holder, shares of Stock acquired pursuant to the Plan will remain subject to
      the
      transfer restrictions provided in Section 8. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


8


**7.5**  ***Custody
      and Payment of Distributions on Restricted Stock.*** Unless
      and until the vesting conditions with respect to such shares have been
      satisfied, any dividends or other distributions paid with respect to shares
      of
      Restricted Stock, whether in cash, securities or other property, and any cash,
      securities or other property into which shares of Restricted Stock may be
      converted or exchanged by reason of any reorganization, reclassification,
      recapitalization, stock split or combination of shares, merger, consolidation
      or
      other change affecting the Company or such shares (collectively
“Distributions”), shall be paid to and held in escrow by the Company subject to
      the same vesting conditions as the shares of Restricted Stock to which they
      relate. As soon as practicable following satisfaction of the vesting conditions
      with respect to any shares of Restricted Stock and payment to the Company of
      any
      amount required for withholding taxes as provided in Section 12.6, the Company
      will cause any Distributions held by the Company with respect to such shares
      to
      be paid or delivered to the Holder or in the event of death to the Holder’s
      personal representative. Notwithstanding the foregoing, if and to the extent
      that the Committee shall so determine and specifically provide in the Restricted
      Stock Agreement, cash dividends payable from the earnings of the Company may
      be
      paid directly to the Holder, without restrictions, prior to the satisfaction
      of
      the vesting conditions.




**7.6**  ***Shareholder
      Status of Holders Of Restricted Stock.*** As of
      the date of any award of Restricted Stock, and unless and until the shares
      of
      Restricted Stock awarded are forfeited to the Company pursuant to the provisions
      of the Plan or the Restricted Stock Agreement, the Holder shall be considered
      for all purposes to be the beneficial and record owner of the shares of
      Restricted Stock awarded to the Holder and to have all rights of a shareholder
      with respect to such shares, subject only to the restrictions and other terms
      and conditions of the award as specified in the Plan or in the Restricted Stock
      Agreement.




**7.7**  ***Termination
      of Service of Holders of Restricted Stock.*** Unless
      the Committee, in its discretion, shall otherwise determine and the Restricted
      Stock Agreement shall so provide:




(i)  If
      the
      Service of a Holder who is disabled within the meaning of Section 422(c)(6)
      of
      the Code (a “Disabled Holder”) is voluntarily terminated with the consent of the
      Company, the vesting conditions applicable to any outstanding Restricted Stock
      award held by such Holder and not previously forfeited to the Company shall
      be
      deemed to have been satisfied as of the date of such termination of
      Service;




(ii)  Upon
      death of a Holder during Service to the Company, the vesting conditions
      applicable to any outstanding Restricted Stock award held by such Holder and
      not
      previously forfeited to the Company shall be deemed to have been satisfied
      as of
      the date of death of the Holder; and




(iii)  If
      the
      Service of a Holder terminates for any reason other than voluntary termination
      of a Disabled Holder with the consent of the Company or death, all shares of
      Restricted Stock held by the Holder as to which the vesting conditions have
      not
      been satisfied as of the time of such termination of employment shall be
      automatically be deemed forfeited to the Company, without consideration or
      further action being required of the Company.




Whether
      a
      Holder is a Disabled Holder shall be determined in each case, in its discretion,
      by the Committee, and any such determination by the Committee shall be final,
      binding and conclusive. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


9


**7.8**  ***Forfeiture
      of Restricted Stock; Determinations by the Committee.*** Except
      as otherwise specifically provided in the Plan or the Restricted Stock
      Agreement, in the event that any of the vesting conditions applicable to shares
      of Restricted Stock shall not be satisfied, the shares of Restricted Stock
      to
      which such conditions relates, and any Distributions held by the Company with
      respect thereto, shall automatically be deemed to have been forfeited to the
      Company, without consideration or further action being required of the Company.
      In the event that the nature of a vesting condition is such that the
      determination as to its satisfaction or nonsatisfaction cannot be made until
      a
      later date, such as in the case of an earnings test for a specified accounting
      period, the shares subject to such condition shall continue to be held in escrow
      by the Company pending final determination as to the satisfaction of the
      condition, but the earning or forfeiture of the shares and related Distributions
      shall be deemed to have occurred as of the date of satisfaction or
      nonsatisfaction of the final vesting condition related to such shares. Any
      question or dispute which may arise as to the satisfaction or nonsatisfaction
      of
      any vesting condition shall be determined, in its discretion, by the Committee,
      and any such determination by the Committee shall be final, binding and
      conclusive upon the Company, the Holder and all persons claiming through the
      Holder.




**7.9**  ***Valuation
      of the Restricted Stock***




(a)  As
      used
      for this Section 7 of the Plan, the following terms shall have the following
      definitions:




(i)  “Current
      Value” as of any date shall mean the Fair Market Value of a share of Stock as of
      the most recent Valuation Date for which a determination of Fair Market Value
      pursuant to 1.2(k) has been made by the Committee on or before such date, as
      adjusted for any stock splits, stock dividends, recapitalizations,
      reclassifications or other changes in the Stock occurring since such Valuation
      Date.




(ii)  “Valuation
      Date” shall mean (1) the date of the first award of Restricted Stock under
      the Plan, (2) thereafter, for so long as any shares of Stock shall remain
      subject to restrictions under Section 7 or Section 8 hereof, the last day of
      each fiscal year of the Company and (3) such other date or dates, if any,
      as the Committee may, in its discretion, determine.




(b)  On
      or
      before the first Valuation Date, and for each Valuation Date thereafter (1)
      if
      such Valuation Date is the last day of the Company’s fiscal year, not later than
      30 days after the date the report of the Company’s independent accountants with
      respect to the Company’s financial statements for such fiscal year (the “Audit
      Report”) is furnished to the Board, or (2) in the case of any other Valuation
      Date, not later than 30 days such Valuation Date, the Committee shall determine
      the Fair Market Value of the Stock as of such Valuation Date. Within 10 days
      following its determination of Fair Market Value as of any Valuation Date,
      the
      Committee shall cause notice thereof to be furnished to each Holder. In the
      absence of manifest error, any determination of Fair Market Value made pursuant
      to this Section 7.9 shall, for all purposes of the Plan, be final, binding
      and
      conclusive on the Company, on each Holder, and on any heirs, legatees, personal
      representatives or any other person claiming through any Holder. **YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


10




**III.** **GENERAL
      RESTRICTIONS**




**Section
      8.** **General
      Restrictions Applicable to Grants Under The Plan**




**8.1**  ***Securities
      Law Restrictions.*** **** No
      shares
      of Stock shall be issued under the Plan, and no certificates for such shares
      shall be delivered to any Holder, unless the Company shall be satisfied (and
      if
      requested by the Company, unless it has received an opinion of counsel selected
      by the Company to such effect) that the issuance or delivery of the shares
      will
      not cause the Company to violate the Securities Act, any applicable state or
      foreign securities law or any applicable rules or regulations under the
      Securities Act or under any such state or foreign securities law. The Company
      is
      under no obligation to register any shares of Stock issuable under the Plan,
      or
      take any other action, under the Securities Act or under any state or foreign
      securities law in connection with any award of Stock Options or Restricted
      Stock
      or to prepare any disclosure document for distribution to Holders under the
      Securities Act or any state or foreign securities law in connection with any
      such award. As a condition precedent to the issuance or delivery of shares
      upon
      an award of Stock Options or Restricted Stock or upon satisfaction of the
      vesting conditions with respect thereto, the person entitled to such shares
      may
      be required to represent, warrant and agree (i) that the shares are being
      acquired for the account of such person for investment and not with a view
      to
      the resale or other distribution thereof and (ii) that such person will not,
      directly or indirectly, transfer, sell, assign, pledge, hypothecate or otherwise
      dispose of any such shares unless the transfer, sale, assignment, pledge,
      hypothecation or other disposition of the shares is pursuant to effective
      registrations under the Securities Act and any applicable state or foreign
      securities laws or pursuant to appropriate exemptions from any such
      registrations. The certificate or certificates representing the shares to be
      issued or delivered upon an award of Stock Options or Restricted Stock or the
      satisfaction of the vesting conditions with respect thereto may bear a legend
      to
      this effect and other legends required by any applicable securities laws, and
      if
      the Company should at some time engage the services of a stock transfer agent,
      appropriate stoptransfer instructions may be issued to the stock transfer agent
      with respect to such shares. In addition, also as a condition precedent to
      the
      issuance or delivery of shares upon an award of Stock Options or Restricted
      Stock or the satisfaction of the vesting conditions with respect thereto, the
      person entitled to the shares may be required to make certain other
      representations and warranties and to provide certain other information to
      enable counsel for the Company to render an opinion under the first sentence
      of
      this Section 8.1.




Subject
      to the foregoing provisions of this Section 8 and the other provisions of the
      Plan, any award of Stock Options or Restricted Stock granted under the Plan
      may
      be made subject to such other restrictions and such other terms and conditions,
      if any, as shall be determined, in its discretion, by the Committee and set
      forth in the Stock Option or Restricted Stock Agreement or an amendment
      thereto




**8.2**  ***Continuing
      Transfer Restrictions*** After
      the satisfaction of the vesting conditions with respect thereto, all shares
      of
      Stock acquired pursuant to an award of Stock Options or Restricted Stock under
      the Plan shall remain subject to the following continuing restrictions on
      transfer:




(a)  No
      Holder
      shall sell, exchange, assign, alienate, pledge, hypothecate, encumber, charge,
      give, devise, or otherwise dispose of, either voluntarily or by operation of
      law
      (hereinafter referred to as “transfer”), any shares of Stock acquired pursuant
      to the Plan or any rights or interests appertaining thereto, except as permitted
      by the Plan.




(b)
      A
      Holder shall not transfer any shares of Stock acquired pursuant to the Plan
      without first offering to sell such shares to the Company at a price equal
      to
      the Current Value of the shares, determined as provided in Section 7.9, as
      of
      the date of the offer under the following procedure (and, in the case of a
      proposed transfer upon the death of the Holder, the procedure specified in
      Section 8.2(c) hereof):




(i)  Each
      Holder who desires to transfer any shares of Stock acquired pursuant to the
      Plan
      shall make the offer required by this Section 8.2(b) by giving written notice
      by
      certified mail to the Company to the attention of its President at its principal
      executive offices. Such written notice shall specify the number of shares of
      Stock offered, the person or persons to whom the Holder will transfer the shares
      of Stock offered if the Company does not accept the Holder’s offer and the price
      and form of consideration for which such shares will be transferred. For
      purposes of this Section 8.2(b) the date of an offer shall be the date on which
      the written notice pursuant to this paragraph (i) is postmarked;


|                                                                                                
|------------------------------------------------------------------------------------------------
|**YTB
              International, Inc.**                                                       
|**AMENDED
              AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
              PLAN**

11


(ii)  The
      offer
      of a Holder pursuant to paragraph (i) may be accepted by the Company as to
      all
      or any portion of the shares offered by written notice of acceptance given
      to
      the Holder by certified mail within 30 days after the date of the offer. The
      date such notice is postmarked shall be deemed the date of acceptance hereunder.
      All purchases of Stock pursuant to this Section 8.2(b) shall be consummated,
      and
      payment in full for the shares purchased shall be made, at the principal
      executive offices of the Company on such date and at such time as may be
      reasonably designated by the Company in such written notice delivered to the
      Holder, but not later than 30 days following the date of such written notice.
      At
      such date, time and place, and upon receipt of the purchase price, the Holder
      shall assign, transfer and deliver the certificates for the purchased Stock
      to
      the Company, duly endorsed, with all necessary stock transfer tax stamps duly
      affixed, together with any and all documents required to effectively transfer
      the Stock to the Company; and




(iii)  If
      the
      Company does not accept the Holder’s offer as to any shares within the required
      period or if the Company accepts the offer and, through the fault of the Company
      alone, the Company fails to consummate the purchase of any shares as required
      by
      paragraph (ii), the Holder may thereafter transfer the shares not accepted
      or
      purchased by the Company to the person or persons specified in the written
      notice given to the Company pursuant to paragraph (i) at the price and on the
      terms specified in such notice, but only to such persons and only at such price
      and on such terms and only if the Holder transfers such shares within 90 days
      after (a) the expiration of the 30 day period during which the Company may
      accept the Holder’s offer or (b) the expiration of the 30-day period during
      which the Company may consummate the purchase of the shares, as the case may
      be.
      The Holder may not thereafter transfer any shares of Stock acquired under the
      Plan without again complying with the provisions of this Section 8. The
      Holder may not transfer any shares of the Stock to any person or persons
      pursuant to this paragraph (iii) unless the Holder delivers to the Company
      a
      legal opinion in form and substance reasonably satisfactory to the Company
      that
      such transfer will not constitute a violation of any applicable Federal or
      state
      securities laws. The restrictions of this Section 8 also shall apply to any
      transferee of the Holder who acquires shares of Stock pursuant to this Section
      8.2(b), and the transferee shall execute a written agreement with the Company
      agreeing to such restrictions.




(c)  If
      the
      Service of a Holder with the Company terminates for any reason other than death,
      retirement under any retirement plan of the Company or because the Holder
      becomes a Disabled Holder (including without limitation the resignation of
      the
      Holder or the termination of the Holder’s employment by the Company with or
      without cause) or if a Holder dies subsequent to any such termination of
      Service, all shares of Stock held by the Holder which were acquired pursuant
      to
      the Plan shall be deemed to have been offered for sale to the Company as of
      the
      date of such termination of Service or the date of death, as the case may be,
      at
      a price equal to the Current Value of the shares, determined as provided in
      Section 7.9, as of such date. If the Company elects to purchase any or all
      of
      the shares of Stock deemed offered, the Company shall notify the Holder (or
      his
      or her personal representative) by certified mail within 30 days of the date
      of
      termination of the Holder’s Service with the Company or the date the chief
      executive officer of the Company learns of the Holder’s death, as the case may
      be, that the Company accepts the deemed offer and the number of such shares
      that
      the Company elects to purchase. If the Company accepts the deemed offer in
      whole
      or in part, the purchase of the shares of Stock pursuant to this
      Section 8.2(c) shall be consummated, and payment in full for the shares
      purchased shall be made, at the principal executive offices of the Company
      on
      such date and at such time as may be reasonably designated by the Company in
      such written notice delivered to the Holder (or his or her personal
      representative), but not later than 30 days following the date of such written
      notice. Upon receipt of the purchase price of the Stock, the Holder (or his
      or
      her personal representative) shall assign, transfer and deliver to the Company
      the certificates for the shares purchased, duly endorsed, with all necessary
      stock transfer tax stamps duly affixed, together with any and all documents
      required to effectively transfer the shares to the Company. If the Company
      decides not to accept the deemed offer in whole or in part, the Company shall
      so
      notify the Holder (or the personal representative of the Holder). Section
      8.2(a), 8.2(b) and 8.2(c) shall continue to apply to the Holder (or the Holder’s
      personal representative, subject to Section 8.2(e)).


|                                                                                                
|------------------------------------------------------------------------------------------------
|**YTB
              International, Inc.**                                                       
|**AMENDED
              AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
              PLAN**

12


(d)  If
      the
      Service of a Holder with the Company terminates by reason of retirement under
      any retirement plan of the Company or because the Holder becomes a Disabled
      Holder, the Holder may, within 30 days following such termination, by written
      notice to the Company by certified mail, offer to sell to the Company all,
      but
      not less than all, of the shares of Stock held by the Holder which were acquired
      pursuant to the Plan at a price equal to the Current Value of such shares,
      determined as provided in Section 7.9, on the date of such termination of
      employment. If the Service of a Holder with the Company terminates by reason
      of
      death or the Holder dies following a termination of Service described in the
      preceding sentence, the Holder’s personal representative may, within one year
      following the date of the Holder’s death, by written notice to the Company by
      certified mail, offer to sell to the Company all, but not less than all, of
      the
      shares of Stock held by the Holder which were acquired pursuant to the Plan
      at a
      price equal to the Current Value of such shares, determined as provided in
      Section 7.9, on the date of death of the Holder. The Company shall accept any
      offer made under this Section 8.2(d) to the extent Company is legally
      permitted to acquire the shares of its Stock offered for purchase, except that
      if offer is made by a Holder (or his or her personal representative) who owns
      more than five percent (5%) of the total number of shares of the Common Stock
      of
      the Company (a “Five Percent Holder”), the Company shall have the right, but
      shall not be required, to accept the offer. If the Company will acquire the
      shares of the Stock offered, the Company shall notify the Holder (or his or
      her
      personal representative) by certified mail within 30 days of the date of
      termination of the Holder’s Service with the Company or the date the chief
      executive officer of the Company learns of the Holder’s death, as the case may
      be, that the Company accepts the offer. If the Company accepts the offer, the
      purchase of the shares of Stock pursuant to this Section 8.2(d) shall be
      consummated, and payment in full for the shares purchased shall be made, at
      the
      principal executive offices of the Company on such date and at such time as
      may
      be reasonably designated by the Company in such written notice delivered to
      the
      Holder (or his or her personal representative), but not later than 30 days
      following the date of such written notice. Upon receipt of the purchase price
      of
      the Stock, the Holder (or his or her personal representative) shall assign,
      transfer and deliver to the Company the certificates for the shares purchased,
      duly endorsed, with all necessary stock transfer tax stamps duly affixed,
      together with any and all documents required to effectively transfer the shares
      to the Company. If the Company is not legally permitted to acquire all of the
      shares offered or the Company decides not to accept the offer from a Five
      Percent Holder, the Company shall so notify the Holder (or the personal
      representative of the Holder). Section 8.2(a), 8.2(b) and 8.2(d) shall continue
      to apply to the Holder (or the Holder’s personal representative, subject to
      Section 8.2(e)).




(e)  In
      the
      event of (1) the death of any Holder and the nonexercise by the Company of
      the
      purchase rights granted in Section 8.2(c) or 8.2(d), (2) the death of a Holder
      described in Section 8.2(d) and the failure of the Holder’s personal
      representative to offer the Holder’s shares to the Company or (c) the Company’s
      failure following exercise of such purchase rights, through the fault of the
      Company alone, to consummate the purchase of its Stock, any devisee, legatee
      or
      heir of such Holder (including any trustee) shall be entitled to receive the
      Stock of the Holder subject to the Plan, but any such recipient shall be subject
      to the transfer restrictions of Sections 8.2(a) and 8.2(b) and, in the event
      of
      such recipient’s death, Section 8.2(c) and this Section 8.2(e), as if such
      recipient were the “Holder” (with any reference to Service of the Holder meaning
      Service of the original Holder hereunder). The devisee, legatee or heir of
      such
      Holder (including any trustee) who receives the Stock shall execute a written
      agreement with the Company agreeing to such restrictions.


|                                                                                                
|------------------------------------------------------------------------------------------------
|**YTB
              International, Inc.**                                                       
|**AMENDED
              AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
              PLAN**

13


(f)  Each
      certificate representing shares of Stock issued pursuant to the Plan shall
      have
      noted on the face of such certificate legends in substantially the following
      forms and such other legends as the Company may deem necessary or appropriate
      to
      assure compliance with the requirements of applicable federal or state
      securities laws:




**Notice
      is hereby given that the shares of stock represented by this certificate are
      held subject to, and may not be sold, transferred, assigned, pledged, gifted
      or
      otherwise disposed of except in accordance with, the terms, conditions and
      restrictions set forth in the 2004 Stock Option Plan of YTB International,
      Inc.
      (the “Plan”), a copy of which is on file at the office of YTB International,
      Inc. No such transaction shall be recognized as valid or effective unless there
      shall have been compliance with the terms and conditions of the Plan. By
      acceptance of this certificate, the holder (i) represents and warrants that
      the shares of stock represented hereby are being acquired for investment for
      the
      account of the holder and not with a view to the resale or other distribution
      thereof and (ii) acknowledges that violation of the provisions of the Plan
      is
      not adequately compensable by monetary damages and that, in addition to other
      relief, the terms thereof may be specifically enforced in an action for
      injunctive relief.**




**In
      addition, the shares of stock represented by this certificate have not been
      registered under the Securities Act of 1933, as amended, or any state or foreign
      securities law (the “Acts”) and may not be transferred by the holder except (1)
      pursuant to a Registration Statement or other appropriate registration effective
      under the Acts, or (2) pursuant to an exemption from the registration
      requirements of the Acts and the delivery of a legal opinion satisfactory to
      counsel for YTB International, Inc. that registration is not required.**




The
      restrictions on transfer contained in this Section 8, and the rights and
      obligations of the Company to purchase shares of Stock under this Section 8,
      shall expire on such date, if any, as the Company shall become subject to the
      reporting requirements of Section 13 or 15(d) of the Securities Exchange Act
      of
      1934, as amended, provided, however, that such expiration shall not affect
      the
      rights or obligations of the Company with respect to any offer to purchase
      accepted by the Company prior to such date. The expiration of the restrictions
      contained in this Section 8 shall not affect the restrictions to which a holder
      of shares of Stock acquired under the Plan may be subject under the Securities
      Act, any state or foreign securities law or other applicable law or the right
      of
      the Company to require, as a condition to any transfer of its Stock, an opinion
      of legal counsel satisfactory to the Company as to whether any proposed transfer
      is in compliance with the registration or other requirements of such
      laws.


|                                                                                                
|------------------------------------------------------------------------------------------------
|**YTB
              International, Inc.**                                                       
|**AMENDED
              AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
              PLAN**

14


**IV.** **MISCELLANEOUS**




**Section
      9.** **Adjustment
      and Substitution of Shares**




If
      a
      dividend or other distribution shall be declared upon the Stock, payable in
      shares of the Stock, the number of shares of Stock remaining available for
      the
      issuance of Stock Options or Restricted Stock awards under the Plan shall be
      adjusted by adding thereto the number of shares of Stock which would have been
      distributable thereon if such shares had been outstanding on the date fixed
      for
      determining the shareholders entitled to receive such stock dividend or
      distribution.




If
      the
      outstanding shares of the Stock shall be converted into or exchangeable for
      a
      different number or kind of shares of stock or other securities of the Company
      or another corporation or entity, whether through reorganization,
      reclassification, recapitalization, stock split, combination of shares, merger
      or consolidation, then there shall be substituted for each share of Stock
      remaining available for the issuance of Stock Options or Restricted Stock awards
      under the Plan, the number and kind of shares of stock or other securities
      into
      which each outstanding share of the Stock shall be so converted or for which
      each such share shall be exchangeable. Notwithstanding the foregoing sentence,
      despite the exchange of shares of Existing Common Stock for shares of both
      Class
      A Common Stock and Class B Common Stock pursuant to the Reclassification, only
      shares of Class A Common Stock (and not Class B Common Stock) shall be
      substituted for the shares of Existing Common Stock available for issuance
      of
      future awards under the Plan as of the Amendment Effective Date (although the
      number of shares available for issuance of such future awards under the Plan
      as
      of the Amendment Effective Date (as provided in Section 3.1) reflects a
      threefold (3X) upwards adjustment from the number of shares of Existing Common
      Stock available immediately prior to the Amendment Effective Date, thereby
      echoing the 1:3 ratio by which shares of Existing Common Stock were exchanged
      for shares of Class A Common Stock and Class B Common Stock pursuant to the
      Reclassification).




In
      the
      event of any stock dividend or distribution, conversion or exchange affecting
      the Stock, (x) shares of Stock previously issued under the Plan shall be
      treated in the same manner as other outstanding shares of Stock and, in the
      case
      of shares underlying Stock Options or shares of Restricted Stock which remain
      subject to vesting conditions, shall continue to be subject to the provisions
      of
      Section 7 of the Plan for Restricted Stock and the provisions of the vesting
      schedules for Stock Options, and (y) unless otherwise determined by the
      Committee, any securities of the Company or of another corporation or entity
      distributed with respect to shares of Stock acquired under the Plan, or into
      which shares of Stock acquired under the Plan shall be converted or for which
      such shares of Stock shall be exchanged shall be subject to the provisions
      of
      Section 8 of the Plan in the same manner as the shares of Stock with respect
      to
      which they were distributed or received. The foregoing sentence shall hold
      true
      with respect to the effect of the Reclassification upon shares of Restricted
      Stock and shares underlying Stock Options granted, in each case, prior to the
      Amendment Effective Date. The
      exercise price for each share of Common Stock issuable upon exercise of any
      Stock Option granted prior to the Amendment Effective Date and outstanding
      as of
      the Amendment Effective Date shall be deemed automatically adjusted in a
      downward fashion such that the aggregate exercise price for all shares of Common
      Stock issuable upon exercise of such Stock Option remains the same
      notwithstanding the threefold (3X) increase in number of shares issuable upon
      exercise thereof.





**Section
      10.** **Amendment
      and Termination.**





The
      Board
      may at any time, and from time to time, amend, alter, suspend or discontinue
      any
      of the provisions of the Plan, but no amendment, alteration, suspension or
      discontinuance shall be made which would impair the rights of a Holder under
      any
      Agreement theretofore entered into hereunder, without his
      consent.


|                                                                                                
|------------------------------------------------------------------------------------------------
|**YTB
              International, Inc.**                                                       
|**AMENDED
              AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
              PLAN**

15


**Section
      11.** **Term
      of Plan.**





**11.** **1**  **Effective
      Date.** The Plan
      shall be effective originally as of December 8, 2004 (the “Effective Date”), but
      the current amended and restated version of the Plan shall be effective as
      of
      the Amendment Effective Date. Any awards granted under the Plan prior to the
      approval of the Plan (in its original form) by the Company’s stockholders shall
      be effective when made (unless otherwise specified by the Committee at the
      time
      of grant), but shall be conditioned upon, and subject to, such approval of
      the
      Plan by the Company’s stockholders and no awards shall vest or otherwise become
      free of restrictions prior to such approval.





**11.** **2**  **Termination
      Date.** Unless
      terminated by the Board, this Plan shall continue to remain effective until
      such
      time no further awards may be granted and all awards granted under the Plan
      are
      no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock
      Options may only be made during the ten year period following the Effective
      Date.





**Section
      12.** **General
      Provisions.**





**12.** **1**  **Written
      Agreements.** Each
      award granted under the Plan shall be confirmed by, and shall be subject to
      the
      terms of the Agreement executed by the Company and the Holder. The Committee
      may
      terminate any award made under the Plan if the Agreement relating thereto is
      not
      executed and returned to the Company within sixty (60) days after the Agreement
      has been delivered to the Holder for his or her execution.





**12.** **2**  **Unfunded
      Status of Plan.** The Plan
      is intended to constitute an “unfunded” plan for incentive and deferred
      compensation. With respect to any payments not yet made to a Holder by the
      Company, nothing contained herein shall give any such Holder any rights that
      are
      greater than those of a general creditor of the Company.





**12.** **3**  **Employees.**





**(** **l** **)**  ***Engaging
      in Competition With the Company.*** In the
      event an employee Holder violates a Policy or Agreement of the Company or a
      subsidiary pertaining to non-competition, solicitation and/or confidentiality,
      the Committee, in its sole discretion may require such Holder to return to
      the
      Company the economic value of any award which was realized or obtained (measured
      at the date of exercise, vesting or payment) by such Holder at any time during
      the period beginning on that date which is six months prior to the date of
      such
      Holder’s violation of the Company’s Policy or Agreements.





**(** **m** **)**  ***Termination
      for Cause.*** The
      Committee may, in the event an employee is terminated for cause, annul any
      award
      granted under this Plan to such employee and, in such event, the Committee,
      in
      its sole discretion, may require such Holder to return to the Company the
      economic value of any award which was realized or obtained (measured at the
      date
      of exercise, vesting or payment) by such Holder at any time during the period
      beginning on that date which is six months prior to the date of such Holder’s
      termination of employment with the Company.





**(** **n** **)**  ***No
      Right of Employment.*** Nothing
      contained in the Plan or in any award hereunder shall be deemed to confer upon
      any employee of the Company or any Subsidiary any right to continued employment
      with the Company or any Subsidiary, nor shall it interfere in any way with
      the
      right of the Company or any Subsidiary to terminate the employment of any of
      its
      employees at any time.





**12.** **4**  **Investment
      Representations.** The
      Committee may require each person acquiring shares of Stock pursuant to a Stock
      Option or other award under the Plan to represent to and agree with the Company
      in writing that the Holder is acquiring the shares for investment without a
      view
      to distribution thereof.





**12.** **5**  **Additional
      Incentive Arrangements.** Nothing
      contained in the Plan shall prevent the Board from adopting such other or
      additional incentive arrangements as it may deem desirable, including, but
      not
      limited to, the granting of stock options and the awarding of stock and cash
      otherwise than under the Plan; and such arrangements may be either generally
      applicable or applicable only in specific cases.


|                                                                                                
|------------------------------------------------------------------------------------------------
|**YTB
              International, Inc.**                                                       
|**AMENDED
              AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
              PLAN**

16





**12.** **6**  **Withholding
      Taxes.** Not
      later than the date as of which an amount first becomes includable in the gross
      income of the Holder for Federal income tax purposes with respect to any Option
      or award of Restricted Stock under the Plan, the Holder shall pay to the
      Company, or make arrangements satisfactory to the Committee regarding the
      payment of, any Federal, state and local taxes of any kind required by law
      to be
      withheld or paid with respect to such amount. If permitted by the Committee,
      tax
      withholding or payment obligations may be settled with Common Stock, including
      Common Stock that is part of the award that gives rise to the withholding
      requirement. The obligations of the Company under the Plan shall be conditional
      upon such payment or arrangements satisfactory to the Company and the Company
      or
      the Holder’s employer (if not the Company) shall, to the extent permitted by
      law, have the right to deduct any such taxes from any payment of any kind
      otherwise due to the Holder from the Company or any Subsidiary.





**12.** **7**  **Governing
      Law.** The Plan
      and all awards made and actions taken thereunder shall be governed by and
      construed in accordance with the laws of the State of New York (without regard
      to choice of law provisions).





**12.** **8**  **Other
      Benefit Plans.** Any
      award granted under the Plan shall not be deemed compensation for purposes
      of
      computing benefits under any retirement plan of the Company or any Subsidiary
      and shall not affect any benefits under any other benefit plan no or
      subsequently in effect under which the availability or amount of benefits is
      related to the level of compensation (unless required by specific reference
      in
      any such other plan to awards under this Plan).





**12.** **9**  **Non-Transferability.** Except
      as otherwise expressly provided in the Plan, no right or benefit under the
      Plan
      may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred,
      encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate,
      pledge, exchange, transfer, encumber or charge the same shall be
      void.





**12.** **10**  **Applicable
      Laws.** The
      obligations of the Company with respect to all Stock Options and awards under
      the Plan shall be subject to (i) all applicable laws, rules and regulations
      and such approvals by any governmental agencies as may be required, including,
      without limitation, the effectiveness of a registration statement under the
      Securities Act of 1933, as amended, and (ii) the rules and regulations of
      any securities exchange on which the Stock may be listed.





**12.** **11**  **Conflicts.** If any
      of the terms or provisions of the Plan conflict with the requirements of (with
      respect to Incentive Stock Options), Section 422 of the Code, then such terms
      or
      provisions shall be deemed inoperative to the extent they so conflict with
      the
      requirements of said Section 422 of the Code. Additionally, if this Plan does
      not contain any provision required to be included herein under Section 422
      of
      the Code, such provision shall be deemed to be incorporated herein with the
      same
      force and effect as if such provision had been set out at length
      herein.





**12.** **12**  **Non-Registered
      Stock.** The
      shares of Stock being distributed under this Plan have not been registered
      under
      the Securities Act of 1933, as amended, or any applicable state or foreign
      securities laws and the Company has no obligation to any Holder to register
      the
      Stock or to assist Holder in obtaining an exemption from the various
      registration requirements, or to list the Stock on a national securities
      exchange or inter-dealer quotation system.


**YTB
                International, Inc.****AMENDED
                AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK
                PLAN**


17