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Exhibit 10.51

AGREEMENT TO TENDER

THIS
AGREEMENT TO TENDER (the Agreement) is entered
into as of November 2, 2001, by and among CVG Investment LLC (CVGI), a Delaware Limited Liability
Company, GV Investment LLC (GVI), a Delaware Limited Liability Company, Three
Cities Fund III, L.P. (TCF), a Delaware Limited Partnership and Thayer Equity
Investors III, L.P., a Delaware limited partnership (TEI, and together with
CVGI, GVI and TCF, the Shareholders, or each a Shareholder) and Classic
Vacation Group, Inc. (the Company), a New York corporation.

RECITALS

A.     CVGI and the Company are entering into a Note Purchase Agreement of
even date herewith (theNPA) which provides for (subject to the conditions
set forth therein) the purchase by CVGI from the Company of certain 7.5%
Convertible Senior Subordinated Notes due December 31, 2006 and 7.5%
Exchangeable Senior Subordinated Notes due December 31, 2006 (collectively, the
Notes).

B.     TCF and TEI own or will own substantially all of the membership
interests of CVGI. In addition, TCF and TEI own, respectively, 386,300 and
9,599,749 shares of Company Common Stock (respectively, the TCF Shares and
the TEI Shares and, collectively, the Shareholder Shares).

C.     GVI owns certain 9% Convertible Notes due July 1, 2007 of the Company,
which notes are convertible into shares of the Companys Common Stock (the GVI
Conversion Shares and, (but only to the extent that GVI has previously
converted such notes into shares of Common Stock of the Company) collectively
with the Shareholder Shares, the Committed
Shares)).

D.     In connection with the financing transaction consummated under the NPA,
paragraph 6.1 of the NPA contemplates that a company formed by CVGI
(Acquisition) will make a tender offer for all of the shares of Company
Common Stock which neither CVGI nor Acquisition owns (the Acquisition Tender
Offer). Paragraph 2.3(b) of the NPA contemplates that the Company may
terminate the NPA under paragraph 8.2 thereof in order to facilitate
a Preferred Transaction(as defined in, and which satisfies all the criteria
therefor set forth in clauses (ii)(x), (y) and (z) of paragraph 2.3(b) of, the
NPA).

E.     To the extent that any such Preferred Transaction includes a merger or
tender offer involving the purchase (for cash or stock) at a value not less
than $0.15 per share (or such other price as is the Tender Offer Price as
defined in the NPA) described in paragraph 6.1 of the NPA), the Shareholders





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agree, pursuant
to paragraph 2.3(b) of the NPA and the terms of this Agreement, to sell or
tender the Committed Shares into such Preferred Transaction.

AGREEMENT

The parties to this Agreement, intending to be legally bound, agree as
follows:

SECTION 1.     CERTAIN DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meanings
given to them in the NPA. For purposes of this Agreement:

(a)     Company Common Stock shall mean the common stock of the Company.

(b)     Effective Date means the earlier of (i) the date that the NPA is
terminated under paragraph 8.2(a) thereof, or (ii) the date that the Company
provides notice of termination of the NPA effective upon consummation of a
Preferred Transaction pursuant to a definitive agreement that provides for
termination of the NPA and the payment of principal and accrued interest on all
outstanding Notes upon the earlier of December 31, 2001, and the consummation
of such Preferred Transaction.

(c)     Encumbrance means any mortgage, lien, pledge, encumbrance, security
interest, deed of trust, option, encroachment, reservation, order, decree,
judgment, condition, restriction, charge, or claim of any kind.

(d)     Expiration Date shall mean December 31, 2001, unless documentation
for a Preferred Transaction has been executed on or prior to December 31, 2001,
in which case, it shall mean the closing date of such Preferred Transaction,
not later than March 1, 2002; providedthat if the Company fails to pay in full
the principal and accrued interest with regard to all of the outstanding Notes
when they become due and payable as provided in paragraph 8.2 of the NPA, then
the Expiration Date shall be deemed to occur on the date such failure first
occurs.

(e)     Shareholder
shall be deemed to Own or to have acquired Ownership
of a security if Shareholder is the: (i) record owner of such security; or (ii)
beneficial owner (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of such security.

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(f)     Person shall mean any (i) individual, (ii) corporation, limited
liability company, partnership or other entity, or (iii) governmental entity.

(g)     Subject Securities shall mean: (i) all shares of Company Common
Stock Owned by the Shareholder as of the date of this Agreement (comprised of
the Shareholder Shares and the Committed Shares); and (ii) all shares of
Company Common Stock of which Shareholder acquires Ownership during the period
from the date of this Agreement through the Expiration Date.

(h)     A
Person shall be deemed to have effected a Transfer of a security
if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an
option with respect to, transfers or disposes of such security or any interest
in such security; (ii) enters into an agreement or commitment contemplating the
possible sale of, pledge of, encumbrance of, grant of an option with respect
to, transfer of or disposition of such security or any interest therein; or
(iii) reduces such Persons beneficial ownership interest in or risk relating
to any such security.

(i)     Transaction Expiration Date means, for any specific Preferred
Transaction, the date on which (i) if such Preferred Transaction includes a
tender offer, the Companys Board of Directors (a) recommends, or votes to
recommend, that the shareholders not tender their shares in response to such
tender offer, or (b) recommends, or votes to recommend, that the shareholders
vote or tender their shares in favor of another transaction, and (ii) if such
Preferred Transaction does not include a tender offer, the Companys Board of
Directors recommends, or votes to recommend, that the shareholders vote against
the Preferred Transaction, or (b) recommends, or votes to recommend, that the
shareholders vote or tender their shares in favor of another transaction.

SECTION 2.     TENDER AND VOTING OF SHARES

2.1.   Agreement.

(a)     Each Shareholder agrees that, from and after the Effective Date until
the Expiration Date (or for any specific Preferred Transaction, the Transaction
Expiration Date for such Preferred Transaction, if earlier), pursuant to and in
accordance with the terms of any Preferred Transaction, such Shareholder shall
tender, or cause to be tendered the Subject Securities or otherwise sell or
exchange the Subject Securities in connection with such Preferred Transaction
for the same consideration and otherwise on the same terms as those on which
the public holders of the Company Common Stock sell or exchange their Company
Common Stock in such Preferred Transaction as provided below and agrees that,
during the period that this Section 2.1(a) is

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effective for such Preferred
Transaction, it will not withdraw or permit the withdrawal of the tender of the
Subject Securities, if applicable.

(b)     If
such Preferred Transaction includes a tender offer (the Offer),
on or prior to the last day for tendering shares pursuant to the terms of the
Offer (so long as the Transaction Expiration Date for such Preferred
Transaction has not occurred), such Shareholder shall (x) deliver to the
depository designated in the Offer (i) a letter of transmittal with respect to
the Subject Securities complying with the terms of the Offer, (ii) certificates
representing the Subject Securities and (iii) all other documents or
instruments required to be delivered pursuant to the terms of the Offer, and/or
(y) instruct its broker or such other Person who is the holder of record of any
Subject Securities beneficially owned by each Shareholder to timely tender such
Subject Securities pursuant to the terms and conditions of the Offer.

(c)     If such Preferred Transaction does not include a tender offer, each
Shareholder shall (so long as the Transaction Expiration Date for such
Preferred Transaction has not occurred) (x) deliver the Subject Securities in
compliance with the terms of the merger agreement or other documentation
relating to or governing such Preferred Transaction, including (i) any
certificates representing the Subject Securities and (ii) all other documents
or instruments required to be delivered pursuant to the terms of the Preferred
Transaction, and/or (y) instruct its broker or such other Person who is the
holder of record of any Subject Securities beneficially owned by each
Shareholder to promptly deliver such Subject Securities pursuant to the terms
and conditions of the documentation relating to or governing the Preferred
Transaction.

2.2.   Voting.Each Shareholder agrees that from and after the Effective
Date until the Expiration Date (or for any specific Preferred Transaction, the
Transaction Expiration Date for such Preferred Transaction, if earlier), at any
meeting of shareholders of the Company, however called, and in any action by
written consent of the shareholders of the Company, such Shareholder shall vote
the Subject Securities or cause the Subject Securities to be voted (to the
extent such securities are entitled to be voted) in favor of any Preferred
Transaction.

SECTION 3.     TRANSFER OF SUBJECT SECURITIES

3.1.   Transferee of Subject Securities to Be Bound by this Agreement.
Shareholder agrees that, during the period from the date of this Agreement
through the Expiration Date, except to the extent that such act or occurrence
would not adversely affect such Shareholders ability to perform its
obligations under Section 2 of this Agreement, Shareholder shall not (i) cause
or permit any Transfer of any of the Subject Securities to be effected (other
than pursuant to any Preferred Transaction); (ii) tender any of the Subject

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Securities to any Person (other than pursuant to any Preferred Transaction) or
(iii) create or permit to exist any Encumbrance with respect to any Subject
Securities (other than Encumbrances which do not affect the right to tender
such Subject Securities pursuant to the Offer or Preferred Transaction and
Encumbrances which do not affect, directly or
indirectly, the right of the acquiror in a Preferred Transaction or its
designee to vote the Subject Securities as provided herein).

3.2.   Transfer of Voting Rights.Shareholder agrees that, during the period
from the date of this Agreement through the Expiration Date and except as
expressly contemplated in this Agreement, and except to the extent that such
act or occurrence would not adversely affect such Shareholders ability to
satisfy its obligations under Section 2 of this Agreement, Shareholder shall
ensure that: (a) none of the Subject Securities are deposited into a voting
trust; (b) other than the Proxy, no proxy, power-of-attorney or other
authorization is granted, and no voting agreement or similar agreement is
entered into, with respect to any of the Subject Securities, (c) no sale,
Transfer, pledge, hypothecation, assignment or other disposal (including by
gift), or consent to or permission of any such action with respect to Subject
Securities is undertaken or completed, and (d) no other action that would in
any way restrict, limit or interfere with the performance of Shareholders
obligations hereunder is undertaken or completed.

SECTION 4.     REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

Each Shareholder, as to itself only, hereby represents and warrants to
Company as follows:

4.1.   Authorization, Etc.Shareholder has the absolute and unrestricted right,
power, authority and capacity to execute and deliver this Agreement and the
Proxy and to perform its obligations hereunder and thereunder. This Agreement
has been duly executed and delivered by Shareholder and constitutes a legal,
valid and binding obligation of Shareholder, enforceable against Shareholder in
accordance with its terms, subject to (i) laws of general application relating
to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law
governing specific performance, injunctive relief and other equitable remedies.

4.2.   No Conflicts or Consents.

(a)     The execution and delivery of this Agreement by Shareholder does not,
and the execution of the Proxy and the performance of this Agreement by
Shareholder will not: (i) conflict with or violate any law, rule, regulation,
order, decree or judgment applicable to Shareholder or by which it or any of
its properties is or may be bound or affected; or (ii) result in or

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constitute
(with or without notice or lapse of time) any breach of or default under, or
give to any other Person (with or without notice or lapse of time) any right of
termination, amendment, acceleration or cancellation of, or result (with or
without notice or lapse of time) in the creation
of any Encumbrance or restriction on any of the Subject Securities
pursuant to, any contract to which Shareholder is a party or by which
Shareholder or any of its properties is or may be bound or affected.

(b)     The execution, delivery and performance of this Agreement by
Shareholder do not require any consent or approval of any Person.

4.3.   Title to Securities.As of the date of this Agreement: (a) Shareholder
holds of record (free and clear of any Encumbrances or restrictions) the number
of outstanding shares of Company Common Stock set forth under the heading
Shares Held of Record on the signature page hereof; (b) Shareholder holds
(free and clear of any Encumbrances or restrictions) the options, warrants and
other rights to acquire shares of Company Common Stock set forth under the
heading Options, Warrants and Other Rights on the signature page hereof; (c)
Shareholder Owns the additional securities of the Company set forth under the
heading Additional Securities Beneficially Owned on the signature page
hereof; and (d) Shareholder does not directly or indirectly Own any shares of
Company Common Stock or other securities of the Company, or any option, warrant
or other right to acquire (by purchase, conversion or otherwise) any shares of
Company Common Stock or other securities of the Company, other than the shares
and options, warrants and other rights set forth on the signature page hereof.

SECTION 5.     MISCELLANEOUS

5.1.   Survival of Representations, Warranties and Agreements.All
representations, warranties, covenants and agreements made by Shareholder in
this Agreement shall survive until the Expiration Date.

5.2.   [RESERVED]

5.3.   Notices.Any notice or other communication required or permitted to be
delivered to any party under this Agreement shall be in writing and shall be
deemed properly delivered, given and received when actually delivered (by hand,
by registered mail, by courier or express delivery service or by facsimile) to
the address or facsimile telephone number set forth beneath the name of such
party below (or to such other address or facsimile telephone number as such
party shall have specified in a written notice given to the other parties
hereto); provided, however, that a written notice delivered via facsimile shall
be deemed delivered only if at the time of, or shortly after, such facsimile
transmission the party giving the notice confirms by telephone the actual
receipt by the other party of such facsimile transmission:

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IF TO THE COMPANY:

Classic Vacation Group, Inc.         One
North First Street         San
Jose, CA 95113         Attention:
Chief Financial Officer         Facsimile
No.: (408) 993-8347

with a copy to:

J. Hovey Kemp         Hogan
& Hartson LLP         555
13th Street, N.W.         Washington,
D.C. 20004         Facsimile
No.: (202) 637-5910

IF TO CVGI OR TCF:

CVG Investment LLC         c/o
Three Cities Research, Inc.         650
Madison Avenue         New
York, New York 10022         Attention:
J. William Uhrig         Facsimile
No.: (212) 980-1142

with a copy to:

David W. Bernstein         Clifford
Chance Rogers & Wells LLP         200
Park Avenue         New
York, New York 10166         Facsimile
No.: (212) 878-8375

IF TO GVI:

CVG Investment LLC         c/o
Three Cities Research, Inc.         650
Madison Avenue         New
York, New York 10022         Attention:
J. William Uhrig         Facsimile
No.: (212) 980-1142

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with a copy to:

David W. Bernstein         Clifford
Chance Rogers & Wells LLP         200
Park Avenue         New
York, New York 10166         Facsimile
No.: (212) 878-8375

IF TO TEI:

c/o Thayer Capital Partners         1455
Pennsylvania Avenue, Suite 350         Washington,
D.C. 20004         Attention:
Daniel Raskas         Facsimile
No.: (202) 371-0391

with a copy to:

Michael T. Edsall         Kirkland
& Ellis         655
Fifteenth Street, N.W.         Suite 1200         Washington,

D.C. 20005         Facsimile
No.: (202) 879-5200

5.4.   [RESERVED]

5.5.   Severability.If any provision of this Agreement or any part of any such
provision is held under any circumstances to be invalid or unenforceable in any
jurisdiction, then (a) such provision or part thereof shall, with respect to
such circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (b) the invalidity or unenforceability of such provision or part
thereof under such circumstances and in such jurisdiction shall not affect the
validity or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the
validity or enforceability of the remainder of such provision or the validity
or enforceability of any other provision of this Agreement. Each provision of
this Agreement is separable from every other provision of this Agreement, and
each part of each provision of this Agreement is separable from every other
part of such provision.

5.6.   Entire Agreement.This Agreement, the Proxy and any other documents
delivered by the parties in connection herewith constitute the entire agreement
between the parties with
respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings between the parties with respect thereto. No
addition to or modification of any provision of this Agreement shall be binding
upon either party unless made in writing and signed by all parties.

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5.7.   Assignment; Binding Effect.Except as provided herein, neither this
Agreement nor any of the interests or obligations hereunder may be assigned or
delegated by Shareholder or Company without the prior written consent of the
non-assigning party, and any attempted or purported assignment or delegation of
any of such interests or obligations shall be void. Subject to the preceding
sentence, this Agreement shall be binding upon, and inure to the benefit of,
Shareholder and its heirs, estate, executors, personal representatives,
successors and assigns (as the case may be), and shall be binding upon, and
inure to the benefit of, Company and its successors and assigns. Without
limiting any of the restrictions set forth in Section 3 or elsewhere in this
Agreement, this Agreement shall be binding upon any Person to whom any Subject
Securities are Transferred. Nothing in this Agreement is intended to confer on
any Person (other than Company and its successors and assigns) any rights or
remedies of any nature.

5.8.   Specific Performance.The parties agree that irreparable damage
would occur in the event that any provision of this Agreement was, or is, not
performed in accordance with its specific terms or was, or is, otherwise
breached. Shareholder agrees that, in the event of any breach or threatened
breach by Shareholder of any covenant or obligation contained in this
Agreement, Company shall be entitled (in addition to any other remedy that may
be available to it, including monetary damages) to (a) a decree or order of
specific performance to enforce the observance and performance of such covenant
or obligation, and (b) an injunction restraining such breach or threatened
breach. Shareholder further agrees that neither Company nor any other Person
shall be required to obtain, furnish or post any bond or similar instrument in
connection with or as a condition to obtaining any remedy referred to in this
Section 5.8, and Shareholder irrevocably waives any right he may have to
require the obtaining, furnishing or posting of any such bond or similar
instrument.

5.9.   Non-Exclusivity.The rights and remedies of Company under this Agreement
are not exclusive of or limited by any other rights or remedies which it may
have, whether at law, in equity, by contract or otherwise, all of which shall
be cumulative (and not alternative). Without limiting the generality of the
foregoing, the rights and remedies of Company under this Agreement, and the
obligations and liabilities of Shareholder under this Agreement, are in
addition to their respective rights, remedies, obligations and liabilities
under common law requirements and under all
applicable statutes, rules and regulations. Nothing in this Agreement shall
limit any of Shareholders obligations, or the rights or remedies of Company,
under any agreement between Company and Shareholder; and nothing in any such
agreement shall limit any of Shareholders obligations, or any of the rights or
remedies of Company, under this Agreement.

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5.10. Governing Law.This Agreement and the Proxy shall be construed in
accordance with, and governed in all respects by, the laws of the State of
Delaware.

5.11. Counterparts.This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Signatures transmitted by facsimile shall be binding and
acceptable if originally executed copies are delivered to all other parties by
overnight courier within three days of the date of this Agreement.

5.12. Captions.The captions contained in this Agreement are for convenience
of reference only, shall not be deemed to be a part of this Agreement and shall
not be referred to in connection with the construction or interpretation of
this Agreement.

5.13. Waiver.No failure on the part of Company to exercise any power, right,
privilege or remedy under this Agreement, and no delay on the part of Company
in exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege
or remedy. Company shall not be deemed to have waived any claim available to
Company arising out of this Agreement, or any power, right, privilege or remedy
of Company under this Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument duly
executed and delivered on behalf of Company; and any such waiver shall not be
applicable or have any effect except in the specific instance in which it is
given.

5.14. Construction.

(a)     For purposes of this Agreement, whenever the context requires: the
singular number shall include the plural, and vice versa; the masculine gender
shall include the feminine and neuter genders; the feminine gender shall
include
the masculine and neuter genders; and the neuter gender shall include
masculine and feminine genders.

(b)     The parties agree that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied
in the construction or interpretation of this Agreement.

(c)     As used in this Agreement, the words include and including, and
variations thereof, shall not be deemed to be terms of limitation, but rather
shall be deemed to be followed by the words without limitation.

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(d)     Except as otherwise indicated, all references in this Agreement to
Sections and Exhibits are intended to refer to Sections of this Agreement
and Exhibits to this Agreement.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, Company and each Shareholder have caused this
Agreement to be executed as of the date first written above.



| | COMPANY:
| | --------



| | CLASSIC VACATION GROUP, INC.
| | ----------------------------



| | By: /s/ Ronald M. Letterman          Ronald
M. Letterman          President
and Chief Executive Officer
| | -------------------------------------------------------------------------------------------------------



| | SHAREHOLDERS:
| | -------------



| | CVG INVESTMENT LLC
| | ------------------



| | By: /s/ Jeanette Welsh         Name:
Jeanette Welsh         Title:
Secretary & Treasurer
| | ----------------------------------------------------------------------------------------

SHARES HELD OF RECORD: -0-
OPTIONS WARRANTS AND OTHER RIGHTS: -0-
ADDITIONAL SECURITIES BENEFICIALLY OWNED: -0-



| | GV INVESTMENT LLC
| | -----------------



| | By: /s/ Jeanette Welsh          Name:
Jeanette Welsh          Title:
Secretary
| | ------------------------------------------------------------------------------

SHARES HELD OF RECORD: 386,300
OPTIONS WARRANTS AND OTHER RIGHTS: 5,868,925
ADDITIONAL SECURITIES BENEFICIALLY OWNED: -0-





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| | THREE CITIES FUND III, L.P.
| | ---------------------------



| | By: Willem F. P. de Vogel          Name:
Willem F.P. de Vogel          Title:
Managing Director
| | -----------------------------------------------------------------------------------------------

SHARES HELD OF RECORD: -0-
OPTIONS WARRANTS AND OTHER RIGHTS: -0-
ADDITIONAL SECURITIES BENEFICIALLY OWNED: 6,255,225



| | THAYER EQUITY INVESTORS III, L.P.
| | ---------------------------------



| | By: TC Equity Partners L.L.C.         its
general partner
| | ---------------------------------------------------------



| | By: Daniel A. Raskas          Name:
Daniel A. Raskas          Title:
Managing Director
| | --------------------------------------------------------------------------------------

SHARES HELD OF RECORD: 9,599,749
OPTIONS WARRANTS AND OTHER RIGHTS: -0-
ADDITIONAL SECURITIES BENEFICIALLY OWNED: -0-