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                                                                    EXHIBIT 10.1




                          TRASE MILLER SOLUTIONS, INC.
                            C/O JFM ENTERPRISES, INC.
                              1301 WEST 22ND STREET
                                   SUITE 1001
                            OAK BROOK, ILLINOIS 60621


                                 August 14, 1998



Global Vacation Group, Inc.
1420 New York Avenue, NW
Suite 550
Washington, D.C.  20005

Attn:  Mr. Walter Berman

       RE:   OPTION TO PURCHASE/OUTSOURCING ARRANGEMENT BETWEEN
             TRASE MILLER SOLUTIONS, INC. AND GLOBAL VACATION GROUP, INC.

Gentlemen:

            Reference is made to that certain MIS Services Agreement dated as of
April 30, 1998 (the "MIS AGREEMENT") by and between Trase Miller Solutions, Inc.
("TMS") and GVGAC No. 1, Inc. (n/k/a MTI Vacations, Inc.) ("NEW MTI"). New MTI
is a wholly-owned subsidiary of Global Vacation Group, Inc. ("GVG"), which in
addition to New MTI (which it acquired on April 30, 1998 from a group affiliated
with TMS) owns and operates a number of other businesses in the wholesale travel
sales industry. Pursuant to the MIS Agreement, (i) TMS agreed to provide and New
MTI agreed to purchase, on an outsourcing basis and for an initial term of three
(3) years, certain management information services ("MIS") utilizing TMS' MIS
systems software, equipment and personnel (the "TMS SYSTEMS AND SERVICES"), and
(ii) TMS granted to New MTI a 90-day option to acquire all of the capital stock
of TMS.




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      This letter sets forth the basis on which it is agreed that (i) the
outsourcing of the TMS Systems and Services under the MIS Agreement will be
expanded to cover the ultimate migration of all of GVG's wholesale travel sales
businesses (collectively, "GVG AND ITS AFFILIATES") as may be reasonably
requested by GVG, for a term extending until April 30, 2006, and (ii) New MTI's
option to acquire TMS as provided in Section 11 of the MIS Agreement will be
modified to provide GVG with an extended period in which the option to acquire
TMS may be exercised on the terms set forth herein. Accordingly, the MIS
Agreement is hereby amended and modified to the extent set forth in the numbered
paragraphs which follow. These amendments will be considered binding on the
parties upon execution of this letter, although it is intended that at the
request of either party the parties shall prepare and enter into more definitive
and detailed documentation.

      1.    OPTION TERM AND EXERCISE; UPFRONT AND EXTENSION OPTION PAYMENTS

            (a)   TMS and its majority shareholder, James F. Miller ("MILLER"),
                  hereby grant to GVG an option to acquire all of the
                  outstanding capital stock of TMS (the "OPTION"). GVG or any
                  wholly-owned subsidiary of GVG may exercise the Option to
                  acquire TMS by giving written notice to TMS at any time from
                  the date of this letter agreement through close of business on
                  March 31, 1999 (the "OPTION PERIOD"), and if GVG exercises the
                  option, the parties shall negotiate in good faith and execute
                  a stock purchase agreement on terms substantially similar to
                  those reflected in the Asset Purchase Agreement dated April
                  30, 1998 among New MTI, MTI Vacations, Inc. (n/k/a JFM, Inc.)
                  ("OLD MTI") and GVG, except as specifically provided herein.
                  If the Option is exercised, the parties shall close the
                  purchase of shares of TMS not later than April 30, 1999
                  (subject to extension in the event of delays due to
                  Hart-Scott-Rodino or other regulatory compliance issues).

            (b)   In consideration of TMS' grant of the Option to GVG and of the
                  extension of the period in which the option may be exercised,
                  GVG will agree to pay TMS:

                  (i)   the sum of $6,750,000 payable within five (5) days from
                        the parties' execution of this letter agreement, which
                        payment shall serve to extend the Option through



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                        January 10, 1999 (the "UPFRONT OPTION PAYMENT");
                        provided, however, that such payment shall be made net
                        of any amounts previously advanced to TMS pursuant to
                        any note or similar arrangement between the parties;
                        and,

                  (ii)  if the Option has not previously been exercised, the sum
                        of $2,300,000 payable within five (5) days from January
                        10, 1999, which payment shall serve to further extend
                        the Option through March 31,1999 (the "OPTION EXTENSION
                        PAYMENT"); provided, however, that if the Option has
                        been exercised but the purchase transaction has not
                        closed by January 10, 1999, then the payment shall be
                        the pro-rated portion of such amount to cover the period
                        from January 10, 1999 to the scheduled closing date of
                        the purchase transaction.

            If the Option is exercised by GVG in accordance with the terms
            hereof, the UpFront Option Payment and the Option Extension
            Agreement shall be credited against the Option Price set forth in
            Section 2 below. If the Option is not exercised by GVG in accordance
            with the terms hereof, or, if the Option is exercised but the
            purchase transaction is not consummated, then the UpFront Option
            Payment and the Option Extension Payment will be credited against
            payments owing to TMS under Section 3(c)(iv) below.

      2.    OPTION EXERCISE AND PRICE. If the Option is exercised, the purchase
price (the "OPTION PRICE") for all of the TMS shares shall be paid at the
closing and shall equal the sum of:

            (a)   $18,825,000;

            plus (or minus)

                  that amount which equals the aggregate negative (or positive)
                  change in TMS' net worth (determined as per GAAP, consistently
                  applied by TMS in the preparation of its financial statements)
                  since April 1, 1998 through the closing date of the purchase
                  transaction, based on the assumption that TMS' net worth was a
                  positive $1,000,000 at March 31,1998 as indicated on the
                  balance sheet of TMS as of such date attached hereto as


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                  Exhibit A (i.e., the book value of the System Assets, as such
                  term is defined in the MIS Agreement, as at such date), based
                  on the further assumption that there have been no additional
                  infusions of equity capital into TMS and based on the closing
                  condition that TMS has operated in the normal course of
                  business during such time period pursuant to the budget and
                  projections dated June 16, 1998, as reflected in the model
                  attached hereto as Exhibit B, and as same may be modified from
                  time to time hereafter in respect of material items upon the
                  mutual agreement of the parties (as so modified, the "6/16/98
                  MODEL"); provided, however, that TMS may during such period
                  deviate from the 6/16/98 Model to take on additional non-GVG
                  business without the consent of GVG so long as (1) such
                  deviation cannot reasonably be expected to adversely impact
                  the services provided to GVG and its Affiliates or the
                  schedule of releases or any agreed upon deliverables required
                  for GVG's functionality and (2) fourteen days' advance notice
                  of any such deviation is provided in writing by TMS to GVG;
                  and

            minus

                  to the extent previously paid to TMS, the Up-Front Option
                  Payment and the Option Extension Payment.

            (b)   Prior to the closing of the purchase transaction following
                  exercise of the Option, all of TMS' intercompany accounts and
                  or accounts with shareholders and affiliates will be settled
                  and paid.

      3.    AMENDMENT OF MIS AGREEMENT. The MIS Agreement is hereby amended so
that, as amended:


            (a)   The Initial Term of the MIS Agreement (as defined therein)
                  will be extended for a duration commencing on the date of this
                  letter agreement and expiring on April 30, 2006 (the
                  "OUTSOURCING TERM"). Rights and benefits available to New MTI
                  under the MIS Agreement will also be available to GVG and its
                  Affiliates.



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            (b)   During the Option Period (or, if the Option is exercised and
                  the purchase transaction is consummated prior to the
                  expiration of the Option Period, then until the date of such
                  consummation):

                  (i)   TMS will provide the services described in the MIS
                        Agreement and in the 6/16/98 Model on an outsourced
                        basis for GVG and its Affiliates with the intention that
                        TMS will perform such services at the direction of GVG
                        using personnel and resources reasonably allocated to
                        GVG by TMS in good faith. GVG will be solely responsible
                        for the selection and prioritization of the services to
                        be provided to GVG using such allocated personnel and
                        resources, and TMS will have no liability with respect
                        to the services so provided to GVG in respect of the
                        period after August 14, 1998, except for:

                        (A)   claims or losses resulting from TMS' gross
                              negligence or willful misconduct; or

                        (B)   TMS' failure to operate in the normal course of
                        business without material (in the aggregate)
                        deviation from the 6/16/98 Model.

                        Except as set forth in Section 3(d)C herein, TMS'
                        aggregate liability with respect to such obligations is
                        limited to $2.5 million.

                  (ii)  The amount payable by GVG for such services will be the
                        $2,300,000 annual fee payable on a monthly basis in 
                        advance during the Option Period under Section 6.1 of 
                        the MIS Agreement.

                  (iii) The amount payable by GVG for custom development
                        (including custom development of new functionality) will
                        be established by mutual agreement on a
                        project-by-project basis and may be fixed price,
                        cost-plus, or time and materials.

            (c)   Assuming that the Option is not exercised, during the portion
                  of the Outsourcing Term that starts on April 1, 1999:


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                  (i)   TMS will provide the services described in the MIS
                        Agreement and in the Annual Plan (as defined below) on
                        an outsourced basis for GVG and its Affiliates with the
                        intention that TMS will perform such services at the
                        direction of GVG using personnel and resources
                        reasonably allocated to GVG by TMS in good faith, GVG
                        will be solely responsible for the selection and
                        prioritization of the services to be provided to GVG
                        using such allocated personnel and resources, and TMS
                        will have no liability with respect to the services so
                        provided to GVG, except for:

                        (A)   claims or losses resulting from TMS' gross
                              negligence or willful misconduct; or

                        (B)   TMS' failure to operate in the normal course of
                              business without material (in the aggregate)
                              deviation from the Annual Plan.

                        Except as set forth in Section 3(d)C herein, TMS'
                        aggregate liability with respect to such obligations is
                        limited to $3.5 million (which amount is not meant to be
                        cumulative of the liability cap in Section 3(b)(i) above
                        in respect of claims arising during the Option Period).

                  (ii)  Commencing April 1, 1999 the amounts payable to TMS
                        under Section 3(b)(ii) hereunder and under Section 6 of
                        the MIS Agreement shall cease and the amount payable on
                        a monthly basis by GVG for TMS' provision of the TMS
                        Systems and Services will be TMS' actual cost (as
                        invoiced) of providing such services, plus 20% of such
                        costs. Estimated annual costs are set forth in 
                        Exhibit C.




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                  (iii) The amount payable by GVG for custom development
                        (including development of new functionality) will be
                        established by mutual agreement on a project-by-project
                        basis and may be fixed price, cost-plus, or time and
                        materials.

                  (iv)  The amount payable by GVG for use of the TMS system and
                        the functionality as of April 1, 1999 will be a royalty
                        as set forth in Exhibit D.

                  (v)   Payments made by GVG pursuant to this Section 3(c) shall
                        be subject to a credit in the amount equal to 100% of
                        the UpFront Option Payment and the Option Extension
                        Payment (to the extent previously paid), which shall be
                        pro-rated on a monthly basis over a three (3) year
                        period commencing April 1, 1999 and ending March 31,
                        2002.

                  (vi)  If GVG exercises the Option but the purchase transaction
                        is not consummated as a result of a breach by TMS or its
                        owners of their obligations hereunder, under the MIS
                        Agreement or under the purchase agreement entered into
                        



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                        between the parties following GVG's exercise of the
                        Option, TMS shall charge the costs described in 
                        clause (ii) above at cost only (i.e., without the 20% 
                        markup).

                  (vii) GVG will be provided adequate reports and rights of
                        inspection and audit of TMS' books and records
                        (including, but not limited to the audit rights provided
                        under Section 13 of the MIS Agreement), to enable GVG to
                        appropriately monitor TMS' costs and billing procedures.

            (d)   The following additional provisions of the MIS Services
                  Agreement will be modified as follows:
 
                  A.    Section 5, regarding "Support and System Performance"
                        will be deleted and replaced by an arrangement whereby
                        (1) prior to January 1, 1999 TMS will perform in
                        accordance with the 6/16/98 Model (as same may be
                        updated hereunder), and (2) on an annual basis
                        commencing January 1, 1999 (assuming the purchase
                        transaction has not been consummated following exercise
                        of the Option), GVG and TMS will mutually agree not
                        later than December 1 of the prior year to an annual
                        Systems and Services Operating Plan (the "ANNUAL PLAN")
                        which will update the 6/16/98 Model and detail the
                        development schedule for new products or Releases and
                        the various support services to be delivered and the
                        performance metrics to be achieved during the next
                        annual period in respect of the existing suite of TMS
                        Systems and Services, TMS' Year 2000 compliance program,
                        as well as any other scheduling, performance or
                        budgeting items that may be included in the Annual Plan
                        by mutual agreement of TMS and GVG. The 6/16/98 Model,
                        as updated hereunder, shall be the "Annual Plan" with
                        respect to the remainder of 1998 and 1999. The Annual
                        Plan may be revalidated and/or updated every quarter by
                        mutual agreement of the parties.

                  B.    Section 7.2, regarding TMS' representations regarding
                        the TMS Systems and Services, will be modified to
                        reflect the arrangement whereby the existing
                        representation shall



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                        survive only in respect of acts or omissions arising
                        prior to August 14, 1998; as of such date, the
                        representation shall provide that the representation is
                        true and correct and that James Miller, Frank Silzer,
                        Mark Rittmanic and the officers of TMS are not aware of
                        any set of facts that would make such representation
                        untrue and incorrect in respect of the period from
                        August 15, 1998 through the end of the Outsourcing Term.

                  C.    Section 7.4, regarding TMS' representations in respect
                        of Year 2000 compliance, will be modified to reflect the
                        arrangement whereby the existing representation shall
                        survive only in respect of acts or omissions arising
                        prior to August 14, 1998; as of such date, the
                        representation shall provide that the TMS Systems are,
                        based on TMS' existing program, on schedule to be
                        brought into compliance by December 31, 1998 and all of
                        New MTI's data files, based on TMS' existing program,
                        are on schedule to be converted to year 2000 Compliant
                        code no later than February 28, 1999 (which program and
                        schedule shall be incorporated into any Annual Plan
                        approved by the parties in connection with Section
                        3(d)(A) above). TMS' maximum liability (absent gross
                        negligence or willful misconduct, in which case no such
                        liability cap shall apply) for such obligations is $2.5
                        million.

                  D.    Section 6.8. of the MIS Agreement will be suspended
                        during the Option Period and the parties agree that they
                        will renegotiate in good faith any appropriate changes
                        to its terms prior to the commencement of the
                        Outsourcing Term.

      4.   In the event of any conflict or inconsistency between the provisions 
of this letter agreement and the MIS Agreement, the provisions of this letter
agreement shall control. Except as provided herein, the provisions of the MIS
Agreement shall remain in full force and effect in accordance with their terms.
Without the written consent of GVG, neither TMS nor its employees, shareholders
or advisors shall disclose the provisions of this letter agreement or the MIS
Agreement.


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      Please acknowledge your agreement to the above by signing a copy of this
letter where indicated and returning it to TMS.

                                          Sincerely yours,

                                          TRASE MILLER SOLUTIONS, INC.
 

                                          By:  /s/ Frank S. Silzer
                                             -----------------------------------
                                          Name:  Frank S. Silzer
                                               ---------------------------------
                                          Title:    Senior VP
                                                --------------------------------


                                          JAMES F. MILLER


                                           /s/ James F. Miller
                                          --------------------------------------
Agreed to this

14th day of August, 1998

GLOBAL VACATION GROUP, INC.


By:  /s/ Walter S. Berman
   --------------------------------------
Name:    Walter S. Berman
     ------------------------------------
Title:   Executive Vice President and CFO
      -----------------------------------


MTI VACATIONS, INC.

By:  /s/ Walter S. Berman
   -------------------------------
Name:    Walter S. Berman
     -----------------------------
Title:   Executive Vice President
      ----------------------------

The Exhibits to this Agreement are not included with this filing. Global
Vacation Group, Inc. will provide these Exhibits upon the request of the
Securities and Exchange Commission.



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