LOAN
MODIFICATION,


RENEWAL, AND EXTENSION
AGREEMENT





$1,918,338.74
            July
      26, 2009





FOR VALUE
RECEIVED, the undersigned, YTB
International Inc., a Delaware corporation, (hereinafter called “Maker” or “Borrower”) of 1901 East
Edwardsville Road, Wood River, Illinois 62095, promises to pay to the order of
FH Partners LLC, a Texas
limited liability company(hereinafter together
with all subsequent holders called “Holder” or “Payee” or “Lender”) at P. O. Box 8216,
Waco, McLennan County, Texas 76714-8216 or at such other address as Holder may
specify to Maker in writing, in lawful money of the United States of America,
the principal sum of ONE MIILION NINE HUNDRED EIGHTEEN THOUSAND THREE HUNDRED
THIRTY EIGHT AND 74/100 ($1,918,338.74) together with interest on the principal
balance at the rate hereinafter provided.





This Loan Modification, Renewal, and
Extension Agreement (hereinafter called “Agreement” or “Note”) is made and entered
into between Maker and Lender effective as of July 26, 2009.





This Note reinstates, modifies, renews,
and extends the terms of that one certain Universal Note executed by Maker and
payable to Meridian Bank dated July 26, 2006 (the “July 26, 2006 Note”) in the
principal sum of TWO MIILION FIVE HUNDRED THOUSAND AND 00/100 CENTS
($2,500,000.00), which was previously renewed and extended by that certain note
dated July 26, 2008 (the “July
26, 2008 Note”) in the principal sum of ONE MIILION NINE HUNDRED NINETY
FIVE THOUSAND NINE HUNDERED EIGHTY NINE AND 73/100 CENTS ($1,995,989.73) and any
renewals thereof.





On
October 10, 2008, Meridian Bank was closed by the Illinois Department of
Financial Professional Regulation, Division of Banking and the Federal Deposit
Insurance Corporation (the “FDIC”) was appointed as
Receiver of Meridian Bank (the “Receiver”).  Lender
purchased the July 26, 2006 Note as renewed and extended by the July 26, 2008
Note from the Federal Deposit Insurance Corporation, as receiver of Meridian
Bank pursuant to the terms of a Loan Sale Agreement dated February 13,
2009.  The Assignment of Loan and Liens assigning the July 26, 2006
Note as renewed and extended by the July 26, 2008 Note, Deed of Trust, other
loan and security documents related to the July 26, 2006 Note from the FDIC in
its capacity as Receiver to FH Partners LLC was recorded as document number
2009R15102 in the Recorder’s Office, Madison County, Illinois on March 26,
2009.





FH Partners LLC is the owner and holder
of the July 26, 2006 Note as such note was renewed and extended by the July 26,
2008 Note and Lender desires to modify, renew, and extend the July 26, 2006 Note
as renewed by the July 26, 2008 Note, any renewals thereof, and all liens and
other documents securing its payment.





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Borrower has requested the Lender to
extend the maturity date of the July 26, 2006 Note as renewed by the July 26,
2008 Note and to modify certain payment terms of the July 26, 2006 Note as
renewed by the July 26, 2008 Note as hereinafter set forth and the Lender has
agreed to do so on the terms and conditions set forth herein.





The July 26, 2006 Note as renewed and
extended by the July 26, 2008 Note is secured by, among other collateral, the
liens and security agreements created by a Real Estate Mortgage dated July 26,
2006 (the “Mortgage”)
covering certain real property (the “Property”) described as
follows:





Two
tracts of land in the Northeast Quarter of Section 26, Township 5 North, Range 9
West of the Third Principal Meridian, Madison County, Illinois as more
particularly described in the Mortgage,





together
with improvements thereon (the “Improvements”), located in
Madison County, Illinois, such Mortgage being executed by Borrower for the
benefit of Meridian Bank as the owner and holder of the July 26, 2006 Note,
which Mortgage is recorded as document number 2006R41620 filed in the Recorder’s
Office, Madison County, Illinois on August 9, 2006.  The Mortgage
provides that it secures all renewals, extensions, and modifications of the July
26, 2006 Note.





As additional security for this Note,
Borrower is granting a mortgage (the “2009 Mortgage”) on two tracts
of land (the “Additional
Property”) pursuant to the terms of a mortgage of even date with this
Note, the first tract containing 3.84 acres of land, more or less, being part of
a 94 acre tract of land described in Deed Book 384, Page 446 in the Madison
County, Illinois Recorder’s Office and being a part of the Northeast Quarter of
Section 26, Township 5 North, Range 9 West of the Third Principal Meridian,
Madison County, Illinois, and the second tract of land containing 5.0 acres of
land, more or less, being part of the Southeast Quarter of Section 26, Township
5 North, Range 9 West of the Third Principal Meridian in the County of Madison,
State of Illinois, each tract being more particularly described in the 2009
Mortgage.





The parties hereto acknowledge that the
outstanding principal balance due as of July 26, 2009 is ONE MIILION NINE
HUNDRED EIGHTEEN THOUSAND THREE HUNDERED THIRTY EIGHT AND 74/100 CENTS
($1,918,338.74).





The maturity date of the loan (the
“Loan”) evidenced by the
July 26, 2006 Note as renewed and extended by the July 26, 2008 Note shall be
extended to April 30, 2010, unless earlier accelerated pursuant to the terms of
any of the instruments or documents evidencing, securing or pertaining to the
Loan and this Note, and Borrower hereby agrees that this Agreement renews and
extends, but does not extinguish, the July 26, 2006 Note as renewed and extended
by the July 26, 2008 Note and liens created by the Mortgage.





Except as modified herein, the Mortgage
and all of the other instruments and loan documents evidencing, securing, or
pertaining to the Loan shall continue in full force and effect as originally
executed and delivered.


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Borrower hereby reaffirms all of the
representations and warranties made to Meridian Bank, the original Lender, at
the time the original Loan was made and at the time of the execution and
delivery of the July 26, 2006 Note and the July 26, 2008 Note and declares the
same to be true as of such date and as of the date hereof.





Borrower acknowledges and represents
that the liens created and evidenced by the Mortgage are valid and existing
liens of the recited dignity and priority, and Borrower acknowledges and agrees
that there is no offset, counterclaim or defense of any kind to the July 26,
2006 Note, July 26, 2008 Note, or Mortgage as modified hereby.





Contemporaneously with the execution
and delivery hereof, and as a condition to the effectiveness hereof, Borrower
shall pay or cause to be paid all accrued interest on the July 26, 2006 Note as
renewed and extended by the July 26, 2008 Note and all costs and expenses
incident to the consummation of the transactions specified herein, including,
without limitation (i) reasonable fees and expenses of legal counsel to the
Lender, if any, and (ii) recording fees.





The unpaid principal balance on this
Note shall bear interest until past due at the rate of eight percent (8.0%) per
annum.  Subject always to limitation by the Maximum Rate (as defined
below), interest on this Note, both prior to and after maturity, shall be
calculated on the basis of the actual number of days elapsed, but computed as if
each year consisted of 365 days.





If, in addition to timely paying all of
the monthly installments due prior to December 31, 2009 and the additional
principal installments due on September 30, 2009 and December 30, 2009, Borrower
makes an additional payment of Two Hundred Thousand and 00/100 Dollars
($200,000.00) on or before December 31, 2009, then, at Borrower’s option made in
writing on or before December 31, 2009, beginning on January 1, 2010, the
principal balance on this Note shall bear interest until past due at a rate
equal to the highest
“prime rate” quoted as of December 31, 2009 in the Southwest Edition ofThe
Wall Street Journalplus 4% fixed as of that
date through April 30, 2010,provided, that if on December 31,
2009, that rate exceeds the maximum permitted by application of the Maximum Rate
in effect on that day, the interest rate shall be limited to the maximum
permitted by application of the Maximum Rate.




If a
Default exists (as defined below) the outstanding principal balance of this Note
shall, at the option of the Lender, bear interest at a rate (the “Default Rate”)
as follows: (i) interest on the Loan shall accrue at a rate equal to the lesser
of (a) twelve percent (12%) per annum and (b) the Maximum Rate. If interest has
accrued at the Default Rate during any period, the difference between such
accrued interest and interest which would have accrued at the non-default rate
during such period shall be payable on demand. If a court of competent
jurisdiction determines that any interest charged has exceeded the maximum rate
allowed by law, the excess of the amount collected over the legal rate of
interest will be applied to the Loan as a principal prepayment without premium,
retroactively, as of the date of receipt, or returned to the Borrower if the
Loan has been fully paid.




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The
principal amount and interest are due and payable in equal monthly installments
of Sixteen Thousand Three Hundred Ninety Two and 23/100 ($16,392.23), on the
30th
day of each month (with the exception of February on which the payment will be
due on February 28), beginning August 30, 2009, and continuing until April 30,
2010, when the entire amount of principal and accrued, unpaid interest will be
payable in full.  An additional principal installment in the amount of
Three Hundred Thousand and 00/100 Dollars ($300,000.00) is due and payable on
September 30, 2009 and a second additional principal installment in the amount
of Two Hundred Thousand and 00/100 Dollars ($200,000.00) is due and payable on
December 31, 2009.  Payments will be applied first to accrued interest
and the remainder to the reduction of the principal amount.




Borrower
acknowledges that the scheduled monthly payments and additional principal
payments referred to in this Note will not amortize the principal sum of this
Note over its term, resulting in a “balloon” payment at maturity. Any future
agreement to extend this Note or refinance the Loan it evidences may be made
only by means of a writing executed by a duly authorized officer of the
Lender.





The entire amount hereof,
principal and interest remaining unpaid, shall be due and payable onApril 30, 2010;
interest being calculated on the unpaid principal to the date of any installment
paid and the payment made credited first to the discharge of the interest
accrued and the balance to the reduction of principal.  Maker reserves
the right to prepay this Note in full or in part at any time prior to the
maturity without any penalty.





If Lender
has not received the full amount of any monthly installment provided for herein
by the end of ten (10) calendar days after the date such installment is due,
Maker will pay to Holder a late charge in the amount of five percent (5%) of the
overdue installment of principal and interest.  This late charge will
be made in addition to the regularly scheduled monthly
installment.  The late charge will be paid only once on any late
payment.  The provisions of this paragraph shall not limit the
Lender’s right to compel prompt performance under the Note, or grant an option
to Borrower to make late payments, and the charging of such late fee shall not
waive any default under the Note.  Any default on any other
indebtedness owed by Borrower to Lender shall also constitute a default under
this Note and any related loan documents.


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This Note
shall be governed by and construed in accordance with Illinois law and any
applicable federal law.  If any provision of this Note is held to be
invalid, illegal or unenforceable in any respect, or operates, or would if
enforced operate to invalidate this Note, then that provision will not be
effective, unless the law permits Borrower and Lender to agree to such
variation.  Nevertheless, the provision found to not be effective
shall not affect the remaining provisions of this Note, which shall in no way be
affected, prejudiced or disturbed.  The parties hereto intend to
conform strictly to the applicable usury laws.  In no event, whether
by reason of demand for payment, prepayment, acceleration of the maturity hereof
or otherwise, shall the interest contracted for, charged or received by Payee or
any subsequent holder hereunder or otherwise exceed the maximum interest rate
allowed by law (hereinafter referred to as “Maximum Rate”).  If from
any circumstance whatsoever interest would otherwise be payable to Payee or any
subsequent holder in excess of the Maximum Rate, the interest payable to Payee
or any subsequent holder shall be reduced automatically to the Maximum
Rate.  If Payee or any subsequent holder shall ever receive anything
of value deemed interest under applicable law which would apart from this
provision be in excess of the Maximum Rate, an amount equal to any amount which
would have been excessive interest shall be applied to the reduction of the
principal amount owing hereunder in the inverse order of its maturity and not to
the payment of interest, or if such amount which would have been excessive
interest exceeds the unpaid balance of principal hereof, such excess shall be
refunded to Maker. All interest paid or agreed to be paid to Payee or any
subsequent holder, except as otherwise provided herein, shall to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term (including any renewal or extension) of such
indebtedness so that the amount of interest on account of such indebtedness does
not exceed the Maximum Rate.  The provisions of this paragraph shall
control all existing and future agreements between Maker and Payee and any
subsequent holder.





If (a) default is made in the payment
of any installment hereof, either principal or interest, or in the payment of
any other sum due hereunder, promptly when the same shall be due and payable
hereunder, (b) Borrower makes an assignment for benefit of creditors, becomes
insolvent or files a bankruptcy proceeding, (c) Borrower has made any
representation or warranty herein, made any written statement or provided any
financial information that is untrue or inaccurate at the time it was provided,
or (d) if there is any default under the terms of this Note or any instrument
which secures the payment of this Note (the occurrence of any event set forth in
the foregoing subparts (a), (b), (c) or (d) being herein a “Default”), then
Payee or any subsequent holder shall have the right and the option, without
notice or demand, to declare the unpaid balance of principal and accrued
interest on this debt at once due and payable.  If this Note is not
paid at its maturity, regardless of how such maturity may be brought about, the
Payee or any subsequent holder may offset against this Note any sum or sums owed
by the Payee or any subsequent holder to Maker and may foreclose the liens and
security interests securing payment hereof or exercise any of its other rights
hereunder or under any instrument which secures payment of this Note or at law
or in equity.  Failure to exercise any of such rights upon any Default
shall not constitute a waiver of the right to exercise any of them at any
time.





If Payee or any subsequent holder
retains an attorney in connection with any Default or at maturity or to collect,
enforce or defend this Note or any other document related to this Note in any
lawsuit or in any probate, reorganization, bankruptcy or other proceeding, or if
Maker sues Payee or any subsequent holder in connection with this Note or any
document related thereto and does not prevail, then Maker agrees to pay to Payee
or any subsequent holder, in addition to principal and interest, all reasonable
costs and expenses incurred by such Payee or subsequent holder in trying to
collect, enforce or defend this Note or any document related thereto or in any
such suit or proceeding, including but not limited to reasonable attorneys'
fees.


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Maker and all sureties, endorser,
guarantors and any other party now or hereafter liable for the payment of this
Note in whole or in part, hereby jointly and severally: (i) waive demand,
presentment for payment, notice of nonpayment, protest, notice of protest,
notice of intent to accelerate, notice of acceleration and all other notices,
filing of suit and diligence in collecting this Note or enforcing any of the
security hereof; (ii) agree to any substitution, subordination, exchange or
release of any such security or the release of any party primarily or
secondarily liable hereon; (iii) agree that Payee or any subsequent holder shall
not be required first to institute suit or exhaust its remedies hereon against
Maker or others liable or to become liable hereon or to enforce its rights
against them or any security hereof; (iv) consent to any renewal, extension or
postponement of time of payment of this Note and to any other indulgence with
respect hereto without notice thereof to any of them; and (v) consent to any
assignment or transfer by Payee or any subsequent holder(s) hereof.





Each Maker is responsible for the
entire amount of this Note.  The term “Maker” and other nouns and
pronouns shall include the plural if more than one.





The indebtedness evidenced by this Note
is NOT assumable by any other party or entity without the prior written consent
of Payee.  In the event of any assumption or attempted assumption,
sale, lease with option to purchase, or other conveyance of the Property given
as security for this Note or assumption or attempted assumption of the
indebtedness evidenced by the Note, then the Holder at its option may declare
the outstanding principal balance of the Note plus accrued interest to be
immediately due and payable.  It is further agreed that in the event
Maker herein should sell or transfer all or any part of the property given as
security for this Note, or any interest therein, or any beneficial interest in
Maker, then Holder may, at its option, declare all of the unpaid principal and
accrued interest of this Note to be immediately due and payable, and Holder may
invoke any remedies allowed by law for the enforcement and collection of
same.





Lender does not, by execution of this
Agreement, waive any rights and remedies it may have against Borrower or any
other person or entity not a party hereto.





The
undersigned Borrower hereby represents and warrants to Lender that Borrower is
the owner of the Property, the Additional Property and any collateral securing
the Note.  The Property and any other collateral remains unreleased from
the Mortgage or any other security document and now stands as security for the
payment of the July 26, 2006 Note as modified by the July 26, 2008 Note and this
Note.  Except for liens in favor of Lender, there are no liens on the
Property, Additional Property or other collateral and no Affidavits Claiming
Liens have been filed against the Property, Additional Property or other
collateral.





FURTHER, IT IS EXPRESSLY AGREED THAT
FOR AND IN CONSIDERATION OF THIS AGREEMENT, MAKER HEREBY RELEASES AND FOREVER
DISCHARGES LENDER AND ITS OFFICERS, DIRECTORS, COUNSEL, EMPLOYEES, AGENTS,
PREDECESSORS, SUCCESSORS, AND ASSIGNS FROM ALL CAUSES OF ACTION, CLAIMS, RIGHTS,
AND CONTROVERSIES, KNOWN OR UNKNOWN, WHICH MAKER HAD, NOW HAS, OR MAY HEREAFTER
ACQUIRE WHICH RELATE TO, ARE BASED ON, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED
WITH ANY ACTS OF LENDER OCCURRING PRIOR TO THE EXECUTION OF THIS AGREEMENT AND
RELATING IN ANY MANNER TO THE ABOVE DESCRIBED NOTE OR MORTGAGE OR THE PROPERTY
DESCRIBED HEREIN OR THEREIN.  THIS IS A GENERAL RELEASE OF ALL
POSSIBLE CLAIMS AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER RELATED TO THE
ABOVE DESCRIBED SUBJECT MATTER AND IT IS TO BE INTERPRETED LIBERALLY TO
EFFECTUATE MAXIMUM PROTECTION OF LENDER.


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It is
understood and agreed that except as to such changes made herein, the terms and
provisions of the July 26, 2006 Note as renewed and extended by the July 26,
2008 Note and as modified hereby shall be brought forward and remain in all
respects unchanged and that the balance owing thereon as herein renewed,
rearranged, modified and/or extended is subjection to no offsets, deductions,
credits, charges or claims of whatsoever kind or character and shall be due and
payable in the manner herein set out and that the aforesaid Mortgage, Additional
Mortgage and any other documents securing the payment of the Note, except to the
extent validly modified in writing or released prior to the date hereof and
except as modified, renewed, rearranged and extended herein so as to secure the
payment of the Note, shall remain in full force and effect until the full and
final payment of the Note.  No modification, release or amendment may
be made related to this Note unless such modification, release or amendment is
made in a writing executed by Borrower and Lender.





In the
event any of the documents which evidence, secure or guarantee the Note contains
any typographical errors or mistake or inaccurately reflect the true and correct
terms and provisions of the Note and/or the related loan documents and said
misstatement or inaccuracy is due to unilateral mistake on the part of Lender,
mutual mistake on the part of the Lender and any of the undersigned or simple
clerical error, or if any essential documents are not included with the legal
instruments which evidence, secure or guarantee the Note, or if through error,
oversight or omission of Lender or any third party there exists and error or
omission in any documentation arising, existing, or created by or in connection
with any aspect of Lender’s underwriting, processing, documenting or the closing
of the loan transaction evidenced by the Note, as modified, extended and/or
rearranged, or if any deficiency in any such documentation exists with respect
to any requirements of any present or future actual investor in the Note, or if
the July 26, 2006 Note as renewed and extended by the July 26, 2008 Note or any
of the related loan documents or any modifications of same signed by any of the
undersigned is lost, misplaced, damaged or destroyed before the Note is paid in
full, then in any such event, each of the undersigned hereby agrees that, upon
request by Lender, and in order to correct such error, misstatement, inaccuracy,
deficiency or omission, each of the undersigned shall execute such new,
additional or replacement documents and instruments and initial such corrected
original documents as Lender may deem necessary to remedy said error,
misstatement, inaccuracy, deficiency or omission.





In the
performance of the Borrower's obligations under this Note, time is of the
essence.





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Borrower
hereby represents and warrants to the Lender that the Loan was made for
commercial or business purposes, and that the funds evidenced by this Note will
be used solely in connection with such purposes.




THE
BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS NOTE OR ANY OTHER LOAN
DOCUMENT OR (B) ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS NOTE OR ANY OTHER LOAN DOCUMENT, AND THE BORROWER AND LENDER AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE
A JURY.





THE WRITTEN LOAN AGREEMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.





THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.





LENDER MAY REPORT INFORMATION ABOUT
BORROWER’S LOAN TO CREDIT BUREAUS.  LATE PAYMENTS, MISSED PAYMENTS, OR
OTHER DEFAULT ON BORROWER’S LOAN MAY BE REFLECTED IN YOUR CREDIT
REPORT.





THIS NOTE IS PAYABLE IN FULL ON APRIL 30,
2010.  AT MATURITY OR IF THIS NOTE IS ACCELERATED, BORROWER
MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE NOTE AND ANY UNPAID INTEREST THEN
DUE.  FH PARTNERS LLC IS UNDER NO OBLIGATION TO REFINANCE THE NOTE AT
THAT TIME.  BORROWER WILL THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT
OF OTHER ASSETS BORROWER MAY OWN, OR BORROWER WILL HAVE TO FIND A LENDER WILLING
TO LEND BORROWER THE MONEY AT THE PREVAILING MARKET RATES, WHICH MAY BE
CONSIDERABLY HIGHER THAN THE RATE ON THIS NOTE.





[Page End
– Signature Page Follows]





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IN WITNESS WHEREOF, each Maker has duly
executed this Note to be effective as of July 26, 2009.





MAKER:YTB
      International, Inc.By:
                    /s/ John D. Clagg, as
CFOPrinted
      Name:
                    John D. ClaggTitle:
                    CFOHOLDER:FH
      Partners LLCBy:Printed
      Name:Title:





State of
Illinois


County of
Madison





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




/s/ Sandra J.
      PippinsNotary
      Public





My
commission expires:





Official
Seal


Sandra J.
Pippins


Notary
Public – State of Illinois


My
Commission Expires 02/07/13


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