Referring Travel Affiliate (RTA) Terms and Conditions The undersigned hereby represents, warrants, covenants and agrees

with YTB Travel Network of Canada, ULC, a Nova Scotia corporation (“YTBTN”), as follows: 1. The undersigned Referring Travel Affiliate (“RTA”) is of age of majority in the province in which RTA resides. RTA will support the worldwide travel industry and YTBTN by promoting the sale of travel during the duration of these Terms and Conditions. RTA has and will continue to pay all hosting fees (including the initial fee to become an RTA) personally that are required by these Terms and Conditions, and the Policies and Procedures of YTBTN and its affiliated companies (the “Policies and Procedures”). RTA agrees that no other Independent Marketing Representative of any YTBTN affiliated company (“Rep”), YTBTN RTA or any other individual or entity has or will pay for the undersigned’s website hosting fees, and RTA will not allow any such person to pay his or her hosting fees, including the initial fee to become an RTA. RTA hereby represents and warrants to YTBTN that (i) RTA has no obligations to or relationships with other parties that would (a) present a conflict with carrying out the duties under these Terms and Conditions, (b) prevent RTA from carrying out the duties under these Terms and Conditions, or (c) present a significant potential for disclosure of information to YTBTN that is not publicly known and that RTA is obligated to a third party to keep confidential, (ii) RTA’s execution and performance of these Terms and Conditions do not and will not violate the legal or contractual rights of any third party, (iii) RTA has the power and authority to execute, deliver and perform these Terms and Conditions and (iv) all information and materials submitted to YTBTN are true and correct, including but not limited to Social Insurance Numbers and Tax Identification Numbers. 2. RTA acknowledges and agrees that RTA is not guaranteed any income, profits or success by virtue of RTA’s position with YTBTN, and RTA certifies that no such representations or warranties have been made to RTA. RTA shall not make any false or misleading statements about the RTA position. 3. RTA is authorized and licensed by YTBN to act as an RTA for YTBTN and shall receive RTA’s own personalized YTBTN travel website created and hosted by YTBTN. RTA further acknowledges and agrees that YTBTN’s trademarks, service marks, trade names, patents and copyrighted materials are owned exclusively by YTBTN, and that use of such intellectual property by RTA shall be in compliance with these Terms and Conditions and the Policies and Procedures. RTA shall not use the trade names, trademarks, service marks, logos, copyrighted materials or other intellectual property of YTBTN, its affiliated companies or its travel vendors and suppliers in any materials not provided by YTBTN, including but not limited to any customer gathering or other advertising or promotional materials or in the name of RTA’s travel website. Without limiting the generality of the foregoing, RTA understands that RTA is prohibited from (i) using YTBTN’s, its affiliated companies’, its travel vendors and suppliers and third parties’ trademarks and trade names in domain names, (ii) creating RTA’s own promotional and training materials and/or presentations that use the names, trademarks, logos

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or other intellectual property of YTBTN, its affiliated companies or third parties, and (iii) creating any other materials that incorporate the names, logos, trademarks or copyrighted works of YTBTN, its affiliated companies, its travel vendors and suppliers and third parties. RTA understands that unauthorized use or duplication of YTBTN’s, its affiliated companies’, its travel vendors and suppliers and third parties’ names, marks or copyrighted materials is a violation of federal and/or provincial law, these Terms and Conditions and/or the Policies and Procedures, and may result in termination of his or her RTA status and these Terms and Conditions. RTA shall use his or her best efforts to market travel and shall at all times act professionally and in the best interest of the travel and tourism industry. 4. RTA understands that YTBTN does not provide a marketing plan, and that RTA is responsible for determining the administration and promotion of his or her own website; provided, however, that at all times RTA shall comply with the obligations and restrictions set forth in the immediately preceding Section of these Terms and Conditions and the Policies and Procedures. 5.YTBTN shall pay to RTA a share of the commissions received by YTBTN from third party vendors, in connection with travel and travel bookings made on third-party vendors’ websites directly resulting from use of RTA’s website, in accordance with the YTBTN Compensation Plan, which is incorporated herein by this reference, as the same may be modified, changed or amended from time to time in YTBTN’s sole discretion (the “Compensation Plan”). RTA travel sales commissions are earned by RTA and payable to RTA only upon completion of travel booked online through RTA’s website. RTA may also become eligible for special travel opportunities and prices available to YTBTN RTAs from travel product vendors from time to time. RTA understands that benefits offered by travel and tourism vendors to RTAs are discretionary privileges offered by travel vendors. YTBTN is not responsible for the availability, if at all, of such benefits and does not make any express or implied warranties with respect to such benefits. YTBTN shall make available a Compensation Summary, Income Disclosure Statement, which provides information on the typical annual commissions, overrides and bonuses that are paid to RTAs. The Income Disclosure Statement is available on YTBTN’s website (http://www.ytb.com) and is updated annually. 6.These Terms and Conditions will become binding and effective upon YTBTN’s acceptance at its home office in Wood River, Illinois, and will remain in full force and effect for a period of one month thereafter. Following the initial term, these Terms and Conditions shall automatically renew for successive one month periods each upon timely payment of the RTA’s website hosting fees, unless otherwise earlier terminated in accordance herewith. RTA ACKNOWLEDGES THAT RTA IS FREE TO TERMINATE THESE TERMS AND CONDITIONS AT ANY TIME FOR ANY REASON. In addition to any other termination rights set forth herein or in the Policies and Procedures, YTBTN may terminate or suspend these Terms and Conditions immediately upon written notice to RTA in the event that RTA breaches these Terms and Conditions. Immediately upon termination or nonrenewal of these Terms and Conditions, RTA shall (i) lose all rights to purchase products or services from YTBTN, (ii) cease from representing himself or herself as an RTA, (ii) lose all rights to RTA’s participation and position in the Compensation Plan, including all future commissions

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and earnings resulting therefrom and (iv) take all other actions reasonably required by YTBTN, including the discontinuance of YTBTN’s name, marks and other intellectual property. 7.RTA may not sell or assign his or her rights under these Terms and Conditions without the express prior written consent of YTBTN, which such consent will not be unreasonably withheld, but will be conditioned upon the transferee paying a new initial RTA website hosting fee, the transferee signing a current version of these Terms and Conditions and such other conditions as may be provided by YTBTN from time to time or otherwise required by YTBTN in its sole discretion. YTBTN may assign these Terms and Conditions at any time. 8.RTAs are independent contractors and are not purchasers of a franchise or a business opportunity. These Terms and Conditions between YTBTN and RTA do not create an employer/employee relationship, agency, partnership or joint venture between YTBTN and RTA. RTAs shall not be treated as employees for their services or for Federal, Provincial or Local tax purposes. All RTAs are responsible for paying any applicable taxes due from all compensation earned hereunder. Each RTA is encouraged to establish his or her own goals, hours and methods of sale, provided he or she complies with the terms of these Terms and Conditions and any applicable laws. As RTAs are not employees of YTBTN, they shall not be entitled to receive from YTBTN any benefits whatsoever and YTBTN shall not be required to make contributions for employment insurance, Canada pension, workers compensation and other similar levies in respect of payments to be made to RTAs in such capacity. Without limiting the generality of the foregoing, RTAs shall be fully responsible for paying all of their respective applicable federal or provincial withholding taxes, source deductions, taxes, employment insurance premiums, Canada pension plan contributions, worker’s compensation contributions or Provincial employee health tax contributions and other premiums, license requirements and fees related to their activities hereunder. RTA agrees to obtain any business or other permits required by law or public authority relating to the operation of RTA’s travel business and will comply with all applicable laws. 9.These Terms and Conditions are governed by the laws of Illinois, without regard to its choice of or conflict of laws rules. YTBTN may modify, change or amend these Terms and Conditions, the Policies and Procedures and the Compensation Plan in YTBTN’s sole discretion. Such additions and modifications become a binding part of these Terms and Conditions upon publication on YTBTN’s website, or by e-mail or other written notification to RTA. All travel customers referred to RTA by YTBTN are exclusively the customers of and proprietary to YTBTN. 10. RTA shall abide by all federal, provincial and local laws, rules and regulations pertaining to these Terms and Conditions and the offer and sale of YTBTN travel products and services. Any delay or omission by YTBTN regarding the exercise of its rights under these Terms and Conditions shall not constitute a waiver. Any waiver of a breach of a provision of these Terms and Conditions shall not be a waiver of any other breach of that provision or of any other provision of these Terms and Conditions.

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11. YTBTN shall deal exclusively with the listed primary RTA applicant in all matters relating to these Terms and Conditions. Secondary applicants are subject to all of the obligations, terms and conditions of these Terms and Conditions. The primary RTA applicant shall be responsible for the compliance with these Terms and Conditions by his or her secondary applicant if RTA chooses to have one. 12. Travel customers deal exclusively with YTBTN, except as expressly directed and authorized in advance to RTA by YTBTN, and RTA may not: a. Receive travel customer credit card, cash or cheque payments or charge a fee to any travel customer. All travel customers deal directly with YTBTN or with the vendor providing travel; provided, certified funds or cheques must be processed through YTBTN. b. Issue travel tickets or documents for any travel customer. c. Process travel customer refunds d. Engage in the promotion or sale of non-YTBTN provided travel and/or travel related services; provided, however, that an RTA may be actively employed by a noninternet based travel agency. e. Utilize any non-YTBTN provided websites. No RTA website shall be linked to any non-YTBTN website without the prior written consent of YTBTN, which consent may be declined by YTBTN in its sole discretion. f. Act in any manner, or assist other RTAs in acting in any manner, to cause pending travel and travel-related product and service orders to be cancelled or to be transferred to a travel agency other than YTBTN. g. Receive or net out travel commissions from or with a travel vendor. h. Engage in any unauthorized or inappropriate communication with vendors or travel suppliers, recruit at industry events (except as otherwise set forth in the Policies and Procedures) or claim that YTBTN or any of its affiliated companies make low price guarantees. i. Engage in the solicitation, promotion or sale of YTB travel websites to any resident of the province of Quebec, direct said resident to the RTA’s website for the purchase of travel, and/or advise such resident to falsely represent his or her place of residence. 13. The initial website hosting fee, which includes one month of use of RTA’s travel booking website, and the monthly RTA hosting fee, are each refundable if written (or email) cancellation is received by YTBTN in accordance with the terms below. All timely cancellations are effective when received in writing by YTBTN. For RTAs in Manitoba, Ontario, Saskatchewan, Alberta, Yukon, Nunavut, The Northwest Territories, Nova Scotia, British Columbia, Newfoundland, New Brunswick and Prince Edward Island, the following terms apply: STATEMENT OF CANCELLATION RIGHTS/BUYER'S RIGHT TO CANCEL

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You may cancel this contract from the day you enter into the contract until 10 days after you receive a copy of the contract. You do not need a reason to cancel. If you do not receive the goods or services within 30 days of the date stated in the contract, you may cancel this contract within one year of the contract date. You lose that right if you accept delivery after the 30 days. There are other grounds for extended cancellation. For more information, you may contact your provincial/territorial consumer affairs office. If you cancel this contract, the seller has 15 days to refund your money and any trade-in, or the cash value of the trade-in. You must then return the goods. To cancel, you must give notice of cancellation at the address in this contract. You must give notice of cancellation by a method that will allow you to prove that you gave notice, including registered mail, fax or by personal delivery. Manitoba Residents Only: You may give notice of cancellation to Mr. Robert Hucal c/o Monk Goodwin, Barristers and Solicitors, 800 Centra Gas Building, 444 St. Mary Avenue, Winnipeg, Manitoba, R3C 3T1 or you may deliver it there yourself. Nova Scotia Residents Only: You may give notice of cancellation via fax, mail or personal delivery to: Mr. Charles Reagh, Suite 900, 1959 Upper Water Street, Halifax, Nova Scotia B3J 3N2. LE PROVINCE DU NOUVEAU BRUNSWICK – DROIT DE RÉSILIATION DE L’ACHETEUR Vous pouvez résilier le présent contrat à compter de la date de conclusion du contrat, et ce, pendant une période de 10 jours après la réception d’une copie du contrat. Vous n’avez pas besoin de donner une raison pour résilier le contrat. Si vous ne recevez pas le bien ou le service au cours des 30 jours qui suivent la date indiquée dans le contrat, vous avez un an, à compter de la date du contrat, pour résilier le contrat. Toutefois, vous perdez ce droit de résiliation si vous acceptez la livraison après la période de 30 jours. Le droit de résiliation peut être prolongé pour d’autres raisons. Pour de plus amples renseignments, communiquez avec votre bureau provincial/territorial de la consommation. Si vous résiliez le présent contrat, le vendeur doit, dans les 15 jours qui suivent, vous rembourser toute somme que vous lui avez versée et vous remettre tout bien qu’il a pris en échange ou la somme correspondant à la valeur de ce denier. Vous devez alors retourner le bien acheté. Pour résilier le présent contrat, il vous suffit de donner un avis de résiliation à l’adresse mentionnée dans ce contrat. L’avis doit être donné par un moyen qui vous permet de prouver que l’avis a réellement été donné, y compris par courrier recommandé, télécopieur ou remise en personne.

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14. These Terms and Conditions shall be binding upon the parties and their respective heirs and permitted successors and assigns. 15. RTA acknowledges and agrees that YTBTN has the exclusive proprietary interest in and to its Rep, RTA and travel customer lists and names, customer information developed by or for YTBTN (such as credit data, product purchase information and customer profile data), manufacturing procedures, formulas, source and object codes, product development and in all operating, financial and marketing materials, and that all such information is confidential. RTA shall not use or disclose such information to any third party except in strict accordance with these Terms and Conditions and the Policies and Procedures. RTA understands that all confidential information will be disclosed to RTA on a “need to know” basis solely for use in RTA’s business. RTA agrees to use his or her best efforts to keep such information confidential and shall not use such information to sell products or services other than YTBTN’s products and services or in connection with any other business during the term of and after termination of these Terms and Conditions. Upon termination or expiration of these Terms and Conditions, RTA immediately will cease all use of YTBTN’s trademarks, service marks and confidential and proprietary information and, if requested by YTBTN, return all such materials in RTA’s possession to YTBTN or destroy such materials with certification thereof to YTBTN. 16. RTA agrees to indemnify and hold harmless YTBTN, its parents, subsidiaries and affiliates, and their shareholders, officers, agents, employees and directors, from and against any and all claims, demands, liabilities, losses, damages, costs or expenses, including but not limited to, court costs and attorneys’ fees, asserted against, or suffered or incurred by, any of them by reason of, arising out of, resulting from or in any way connected with, directly or indirectly, RTA’s (i) activities as an RTA, including without limitation, any unauthorized representations made by RTA, (ii) breach of the terms of these Terms and Conditions or (iii) violation of or failure to comply with any applicable federal, province or local law or regulation, whether or not litigation is commenced. YTBTN shall have the right to offset any amounts owed to RTA hereunder against the amount of any commissions, bonuses or other amounts owed to RTA from YTBTN. 17. As an inducement for YTBTN to enter into these Terms and Conditions and in consideration of the mutual covenants herein contained, RTA agrees that during the term of these Terms and Conditions and for a period of one year thereafter, RTA shall not, directly or indirectly, on RTA’s own behalf or on the behalf of any other person or entity, solicit, induce or hire or attempt to solicit, induce or hire any Rep, RTA, distributor, employee, member, customer, supplier or vendor of YTBTN or any of its affiliated companies (i) to enter into any business relationship with any other direct sales or network marketing company or (ii) to terminate or alter his or her business or contractual relationship with YTBTN or any of its affiliated companies. In addition, RTA agrees that during the term of these Terms and Conditions, RTA shall not, directly or indirectly, on RTA’s own behalf or on the behalf of any other person or entity, engage in selling travel or travel related products on behalf of another network marketing or direct sales company.

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18. Except as expressly set forth herein, all disputes, claims and controversies between, relating to or arising out of these Terms and Conditions, the Policies and Procedures, the Compensation Plan or the YTBTN products or services, or any other claims or causes of action relating to RTA’s performance hereunder shall be settled totally and finally by arbitration in Wood River, Illinois or such other location as YTBTN prescribes, in accordance with these Terms and Conditions and the Commercial Arbitration Rules of the American Arbitration Association. Except as expressly set forth herein, arbitration shall be the exclusive method available for resolution of such claims and disputes. There shall be one arbitrator who shall be an attorney who shall have expertise in business law transactions, and preferably an attorney knowledgeable in the direct selling and/or travel industry. YTBTN shall select the arbitrator at its sole discretion from the panel which the American Arbitration Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. If RTA files a claim or counterclaim against YTBTN, RTA shall do so on an individual basis and not with any other RTA or as part of a class action. The arbitrator shall have the right in his or her discretion to authorize the obtaining of discovery, including the taking of depositions of witnesses for the purposes of discovery. The presentations of parties in the arbitration proceeding shall be commenced and completed within sixty days after the selection of the arbitrator and the arbitrator shall render his or her decision in writing within thirty days after the completion of such presentations. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. At the request of any party, the arbitrator shall make and provide to the parties written findings of fact and conclusions of law. This agreement to arbitrate shall survive any termination or expiration of these Terms and Conditions. Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright or other intellectual property or proprietary right of YTBTN, without YTBTN’s prior written consent. YTBTN may seek any applicable remedy in any applicable forum with respect to such disputes. Nothing in this Section shall prevent YTBTN from terminating these Terms and Conditions or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other equitable relief available to safeguard and protect YTBTN’s interests prior to the filing of our during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding. Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to or to subtract from any of the provisions of the Policies or Procedures, Compensation Plan or these Terms and Conditions. 19. The parties acknowledge that the commissions payable by YTBTN to RTA under the YTBTN Compensation Plan and Policies and Procedures are subject to GST goods and

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services tax ("GST"), if RTA is a GST registrant. A GST registrant is a person that is registered as a collector with the CRA Canada Revenue Agency or should be so registered because his or her business revenues from all sources (not including employment income for which he or she receives a T4 information slip from an employer) exceeds $30,000 annually in four consecutive quarters (or $30,000 in a single quarter, in which case registration is required at end of that quarter). Accordingly, YTBTN shall pay GST to such RTAs on such commissions which shall be remitted by such RTAs to the Receiver General for Canada. YTBTN shall only pay GST to RTAs who provide YTBTN with a valid GST Business number. Annually, or earlier if an RTA's GST status changes (eg., he or she registers for GST), each RTA must notify YTBTN by completing and executing a new YTBTN GST form (blank copies of which are available online at www.ytb.com) and submitting same to YTBTN within ten (10) days of the applicable annual deadline, or such change in status, as the case may be. 20. RTA HEREBY ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL YTBTN OR ANY OF ITS AFFILIATED COMPANIES BE LIABLE UNDER THESE TERMS AND CONDITIONS, THE POLICIES AND PROCEDURES OR THE COMPENSATION PLAN, UNDER ANY THEORY OF LIABILITY, FOR ANY INDIRCT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR DAMAGES, EVEN IF YTBTN HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. 21. Except as otherwise set forth in Section 13 of these Terms and Conditions, and as more fully set forth in the Policies and Procedures, RTA is eligible to receive a refund for products, services and literature purchased by RTA, less a 10% handling fee, if RTA chooses to terminate these Terms and Conditions and return the products and services in resalable currently marketable condition within twelve months of purchase. Commissions paid on returned products must be repaid to YTBTN by RTA. 22. RTA agrees that upon breach of these Terms and Conditions that YTBTN will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. RTA agrees that the remedy at law for any breach of any provision of these Terms and Conditions shall be inadequate and that, in addition to any other remedies at law or in equity that it may have, YTBTN shall be entitled, without the necessity of proving actual damages or posting bond, to temporary or permanent injunctive relief to prevent the breach of any provision of these Terms and Conditions, and/or to compel specific performance of these Terms and Conditions. 23. YTBTN shall be entitled to its costs and expenses, including reasonable attorneys’ fees, in enforcing its rights under these Terms and Conditions. 24. If under any applicable law or rule of any applicable jurisdiction, any provision of these Terms and Conditions are held to be invalid or unenforceable, the remainder of these Terms and Conditions will be interpreted as best to effect the intent of the parties hereto. The remaining provisions of these Terms and Conditions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from these

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Terms and Conditions. The provisions of Sections 3, 14, 15, 16, 17, 18, 20 and 23 of these Terms and Conditions shall survive the expiration or termination hereof. 25. These Terms and Conditions may be signed and transmitted by facsimile machine or telecopier and, if so, is intended to and will be treated as an original document with original signatures and considered to have the same binding effect as an original document with original signatures 26. These Terms and Conditions, the Policies and Procedures and the Compensation Plan constitute the entire agreement between RTA and YTBTN, supersede all prior agreements and no other promises, representations, guarantees or agreements of any kind shall be valid unless in writing and signed by both parties.

RTA’S SIGNATURE BELOW INDICATES THAT RTA HAS READ, UNDERSTANDS AND AGREES TO THESE TERMS AND CONDITIONS.

Signature ______________________________Date___________________________ Primary Applicant Printed Name: __________________________________________ ID Number: ___________________________________________________________ Signature ______________________________Date___________________________ Secondary Applicant Printed Name, if applicable: _____________________________ ID Number: ___________________________________________________________

Issued February 8, 2008

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