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Exhibit 10.52

WAIVER

GV Investment LLC (GVI), a Delaware limited liability company, as holder
of all the 9% Convertible Subordinated Notes due 2007 (together with any notes
issued as payment of interest on the 9% Convertible Subordinated Notes due
2007, the 9% Notes) of Classic Vacation Group, Inc. (the Company), the name
of which formerly was Global Vacation Group, Inc., agrees as follows:

1.     Until January 1, 2003, the ratio of Net Total Indebtedness to Net Worth
required by Paragraph 7(a) of the 9% Notes will be 3:1.

2.     For the purposes of determining the Fixed Charge Coverage Ratio under
Paragraph 7(b) of the 9% Notes at any determination date between April 1, 2002
and September 30, 2002, EBITDA during the four full calendar quarters
immediately preceding the calendar quarter in which the determination date
falls will be calculated without taking account of losses of the Companys
Allied Tours division.

3.     Until March 1, 2003, for purposes of the covenant in Paragraph 7(d) of
the 9% Notes, Net Total Indebtedness will not include obligations under the
Companys 7.5% Convertible Senior Subordinated Notes due 2006 or the Companys
7.5% Exchangeable Senior Subordinated Notes due 2006.

4.     For purposes of Paragraph 7(f) of the 9% Notes, GVI consents to the
amendment to the Companys certificate of incorporation contemplated by
Paragraph 11(j) of the Companys 7.5% Convertible Senior Subordinated Notes due
2006 (the 7.5% Notes).

5.     Subject to the terms and conditions of this Waiver, all uncured
defaults or events of default that existed under Paragraphs 7(a), (b) and (d)
of the 9% Notes prior to the date of this Waiver, to the extent that such
uncured defaults or events of default would not exist under Paragraphs 7(a),
(b) and (d) of the 9% Notes as modified or waived by this Waiver, are waived
and released.

The waivers, releases and modifications above will be vacated and will
cease to have any effect if, at any time prior to March 1, 2003, the Company
fails to comply with any of the covenants in the 7.5% Notes.





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Except to the extent covenants are expressly waived or modified in this
document, the 9% Notes continue to be in full force and effect and GVI reserves
all rights and remedies that it possesses under the 9% Notes.

By acknowledging this Waiver, the Company represents that (i) other than
with regard to the covenants in Paragraphs 7(a), (b) and (d) of the 9% Notes,
the Company is in full compliance with the 9% Notes and (ii) no Event of
Default under the 9% Notes, except for Events of Default arising from the
failure to comply with the covenants in Paragraphs 7(a), (b) and (d) of the 9%
Notes, currently exists.

|                            |  |                   |  |                                       
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|November 2, 2001            |  | GV INVESTMENT LLC
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|                            |  | By:               |  | /s/ J. William Uhrig

Title: President
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|ACKNOWLEDGED:               |  |                   |  |                                       
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|CLASSIC VACATION GROUP, INC |  |                   |  |                                       



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|By:    |  | /s/ Ronald M. Letterman
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|Title: |  | President & CEO