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Exhibit 10.50

This Note was issued in a transaction which was
not registered under the Securities Act of 1933,
as amended, and may not be sold or transferred
other than in a transaction which is registered
under that Act or is exempt from the registration
requirements of that Act

CLASSIC VACATION GROUP

7.5% EXCHANGEABLE SENIOR SUBORDINATED NOTE

|           |  |                 
|---------- |  | ----------------
|$5,000,000 |  | November 5, 2001

Classic Vacation Group, Inc. (the Company), a New York corporation,
promises to pay to CVG Investment LLC or its assigns (the Holder), at the
time described below, the principal sum of $5,000,000. The Company also
promises to pay interest on the balance of that principal sum which is unpaid
from time to time at the rate of (i) 7.5% per annum, from the date of this Note
through March 31, 2002, and (ii) 15% per annum, after March 31, 2002, based on
the actual number of days elapsed in a year of 365 or 366 days. This Note is
being issued (x) in accordance with a Note Purchase Agreement (the Note
Purchase Agreement) dated November 2, 2001 between the Company and CVG
Investment LLC or (y) in payment of interest with regard to 7.5% Exchangeable
Senior Subordinated Notes due December 31, 2006. This Note, all the other 7.5%
Exchangeable Senior Subordinated Notes due December 31, 2006 issued by the
Company under circumstances described in clause (x) or (y) of the preceding
sentence, and any 7.5% Exchangeable Senior Subordinated Notes due December 31,
2006 which may be issued as a result of transfers or partial payments of this
Note or of any other 7.5% Exchangeable Senior Subordinated Notes due December
31, 2006, each of which has the same terms as this Note, are referred to as
Notes.

1.     The entire unpaid principal balance of the sum evidenced by this Note
will be due and payable on December 31, 2006 (the Maturity Date).

2.     Interest will be payable on the first of day of March, June, September
and December of each year (each an Interest Payment Date), with the first
interest payment to be made on March 1, 2002 or such later day as is the first
Interest Payment Date after the date of this Note. If any Interest Payment
Date is not a Business Day, the Interest Payment Date will be deferred until
the next Business Day, and interest will be payable through that next Business
Day. A Business Day is a day on which banks in New York, New York are open
generally for banking business.

3.     If the Note Purchase Agreement is terminated or terminates under
Paragraph 8.2(a) or Paragraph 8.2(b) of the Note Purchase Agreement, the entire
unpaid balance of the principal sum evidenced by this Note and all accrued but
unpaid interest will be immediately due and payable when the Note Purchase
Agreement is terminated or terminates.





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4.     If the Company enters into a definitive agreement for an alternate
financing of the type described in Paragraph 8.2(b) of the Note Purchase
Agreement, the entire unpaid principal balance of the sum evidenced by this
Note and all accrued but unpaid interest on the sum evidenced by this Note will
become due and payable on the earlier of (a) the day of the closing of the
alternate financing (or, if there is more than one closing relating to the
alternate financing, the day of the first closing relating to the alternate
financing) or (b) December 31, 2001.

5.     Each payment of principal or interest will be made to the Holder either
by certified or bank cashiers check or wire transfer of immediately available
funds, at such address or to such account as the Holder specifies to the
Company in writing at least three business days before the payment is to be
made, except that the Company may make any interest payment which is required
to be made on or before June 1, 2003, with an additional Note (which additional
Note may be an Exchangeable Note to the extent and only if the Company has
insufficient authorized share capital to issue the Note as a Convertible Note
at the time such interest payment is due) in a principal amount equal to the
amount of the interest payment and dated the Interest Payment Date on which the
interest payment is due.

6.     Any payment of principal or interest which is not made when it is due
will bear interest from the day it is due until it is paid at the rate which is
500 basis points higher than the interest rate in effect on the day the payment
is due, or such lower rate as is the maximum rate permitted by law.

7.     Subject to the provisions of Paragraph 13(c), the Company may at any
time after March 31, 2002 (or before that date under the circumstances
described in Paragraph 8.2 of the Note Purchase Agreement), prepay the
principal of all (but not less than all) the Notes in whole, but not in part,
by giving the Holders not less than forty days notice of intention to prepay
the Notes (or, if the Notes are prepaid under the circumstances described in
Paragraph 8.2 of the Note Purchase Agreement, not less than five days notice
of intention to prepay them), which notice will specify the date on which the
principal of the Notes will be prepaid. If the Company gives a notice that it
will prepay the Notes, the Company will be obligated to pay all the outstanding
principal of the Notes, and all accrued but unpaid interest on those Notes, on
the date specified in the notice of prepayment.

8.     If the Company prepays the principal of the Notes after March 31, 2002,
when the Company prepays the principal of the Notes, it will issue to each
Holder of Notes that are prepaid warrants to purchase, at a price of $0.15 per
share, the number of shares of Common Stock of the Company into which the Notes
that were prepaid could have been converted at the date of the prepayment if
they had been exchanged for Convertible Notes pursuant to Paragraph 11.

9.     The Company may not sell all or substantially all its assets or consent
to or participate in a transaction which involves a sale of a majority of its
outstanding stock (other than in a transaction described in Paragraph 8.2 of
the Note Purchase Agreement), unless (a) at least forty days before the record
date for the transaction (or if there is no record date, at least 40 days
before the date of the transaction) the Company has notified the Holder that
(i) the transaction will take place (describing the transaction in reasonable
detail) and (ii) this Note will be prepaid on the date the transaction takes
place (specifying the expected date).

10.     The Company covenants and agrees that at all times until all the Notes
have been paid in full (together with all accrued interest), without the
written consent of the

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holders of at least a majority in outstanding principal amount of the
Notes and the Convertible Notes:

(a) Until December 31, 2001, the Company will not permit the cumulative
year-to-date bookings (including Classic Custom Vacations destination
management division, or CDM) at the end of any week, as presented in Classic
Custom Vacations weekly Bookings and Gross Revenues Forecast Summary  2001
Departures Report (that report with regard to any week in any year being a
Departures Report) relating to that week, and calculated in the same manner
as year-to-date bookings have been calculated in the reports presented prior to
November 2, 2001, to be less than $290,000,000.

(b) Beginning with the four-week period ending Sunday, January 6, 2002,
the Company will not permit the cumulative year-to-date bookings (excluding
CDM) at the end of any four-week period, as presented in the Departures Reports
relating to that four-week period, and calculated in the same manner as
year-to-date bookings were calculated in the Departure Reports presented during
the preceding year, to be less than 70% of the cumulative year-to-date bookings
at the end of the same (or most nearly the same) period during the prior year,
as presented in the Departures Report relating to that same (or most nearly the
same) period during the prior year.

(c) Beginning with the first full week following the date of this Note,
the Company will deliver a copy of the Departures Report with regard to each
week to the Holder within two business days after the end of every four-week
period.

(d) The number of persons constituting the entire Board of Directors of
the Company will not exceed eight persons.

(e) The Company will not borrow any money or otherwise consummate any
financing that would cause its Net Total Indebtedness, excluding liabilities
with regard to the Notes, the Convertible Notes and the Companys 9%
Convertible Subordinated Note due July 1, 2007, to exceed $30 million.

(f) The Company will not acquire any company or any assets, in a single
transaction or a series of related transactions, with a purchase price above $5
million.

(g) There will not be any amendment to the Companys Restated Certificate
of Incorporation (except for the amendment referred to in Paragraph 11(j)
below).

(h) The Company will not issue Notes in a total principal amount
outstanding at any time in excess of (i) $19,250,000, plus (ii) the principal
amount of any Notes issued in payment of interest on Notes.

(h) The Company will not issue Convertible Notes in a total principal
amount outstanding at any time in excess of (i) $5,000,000, plus (ii) the
principal amount of any Notes issued in exchange for Notes, plus (iii) the
principal amount of any Convertible Notes issued in payment of interest on
Convertible Notes.

(j) Not later than 45 days following the date of this Note, the Company
will purchase a fully paid key man life insurance policy with a term of at
least two years insuring the life of Ronald Letterman for $10 million.

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(k) Not later than January 15, 2002, the Company will obtain all consents
to the change of control of the Company resulting from the transactions that
are the subject of the Capital Contribution Agreement dated November 2, 2001
that are required under agreements to which the Company or any of its
subsidiaries is a party, other than consents required under agreements the
cancellation of which would not in aggregate have a material adverse effect
upon the Company and its subsidiaries taken as a whole.

(l) Not later than January 15, 2002, the Company will make all regulatory
notifications and filings that are required to be made as a result of the
change of control of the Company resulting from the transactions that are the
subject of the Capital Contribution Agreement dated November 2, 2001. The
Company will use its best efforts to obtain as promptly as practicable after
January 15, 2002 all necessary regulatory consents and approvals of
governmental agencies that are required to be obtained as a result of that
change of control.

For purposes of this Paragraph 10, Net Total Indebtedness means the sum
of (i) all the liabilities of the Company or its subsidiaries (other than
liabilities to the Company or to wholly-owned subsidiaries of the Company) (x)
for borrowed money or (y) to reimburse persons for payments made under letters
of credit or similar instruments, (ii) all the obligations of the Company or
its subsidiaries to pay rent or other amounts under leases to the extent they
are required to be capitalized for financial reporting purposes in accordance
with generally accepted accounting principles and (iii) the aggregate liability
of the Company for customer deposits (net of any prepayments to suppliers)
minus the aggregate cash, cash equivalents and marketable securities of the
Company and its subsidiaries.

11.     Each of the following events will constitute an Event of Default:

(a) The Company fails to make any payment of principal with respect to
this Note on or before the day on which it is due; or

(b) The Company fails to make any payment of interest with respect to this
Note within ten days after the day on which is it due; or

(c) The Company fails to fulfill its obligations under Paragraph 10(c) and
that failure continues for more than five business days after the end of the
applicable four-week period; or

(d) The Company fails to fulfill any other of its obligations or covenants
set forth in this Note and that failure continues for more than 10 days after
the notice from the Holder that continuation of the failure will be an Event of
Default under this Note; or

(e) The Company has not ceased to be a reporting company under the
Securities and Exchange Act of 1934, as amended, by October 31, 2002; or

(f) The Company or a significant subsidiary (as that term is defined in
Securities and Exchange Commission Regulation S-X) commences a proceeding
seeking relief as a debtor under the Bankruptcy Code or any state or foreign
insolvency law; or

(g) An order is entered in a proceeding under the Bankruptcy Code or any
state or foreign insolvency law declaring the Company or a significant
subsidiary to be insolvent or appointing a receiver or similar official for
substantially all the Companys or a significant subsidiarys properties, and
that order is not dismissed within 90 days; or

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(h) Because of an event of default with regard to Senior Indebtedness, a
holder of Senior Indebtedness (other than an issuer solely of letters of credit
as to which no reimbursement obligation is overdue) accelerates the time when
the principal of the Senior Indebtedness is due and payable; and that
acceleration is not rescinded, or the Senior Indebtedness paid, within 60 days
after the acceleration occurs; or

(i) Because of events of default with regard to indebtedness which is not
Senior Indebtedness (including Notes other than this Note and including
Convertible Notes), holders of indebtedness aggregating $1,000,000 which is not
Senior Indebtedness accelerate the time when that indebtedness is due and
payable; or

(j) The Companys stockholders do not, by May 31, 2002, approve an
amendment to the Companys Restated Certificate of Incorporation increasing the
number of shares it is authorized to issue to at least 200,000,000 shares; or

(k) The Company prepays the principal of some, but not all, of the Notes
or the Convertible Notes; or

(l) The Company enters into a definitive agreement for a financing which
would be an alternate to the financing that is the subject of the Note Purchase
Agreement, but that alternate financing does not meet all the requirements in
clauses (i) and (ii) of the first sentence of Paragraph 8.2(b) of the Note
Purchase Agreement; or

(m) The Company fails to fulfill any of its obligations under the Note
Purchase Agreement that are required to be fulfilled after the initial issuance
of Notes and that failure continues for more than 10 days after notice from the
Holder that continuation of the failure will be an Event of Default with regard
to this Note.

Upon the occurrence of an Event of Default, the Holder may, by a notice to
the Company given while the Event of Default is continuing, declare the entire
unpaid balance of the principal sum evidenced by this Note and all accrued but
unpaid interest to be due and payable, in which event that principal balance
and accrued but unpaid interest will be immediately due and payable, except
that if the Event of Default is of the type described in Subparagraph (e) or
(f), the entire unpaid balance of the principal sum evidenced by this Note and
all accrued but unpaid interest will be immediately due and payable when the
Event of Default occurs, without requiring any notice or other action by the
Holder.

12.     If at any time there is a Change of Control, other than as a result of
the execution of a definitive agreement relating to an alternate financing of
the type described in Paragraph 8.2(b) of the Note Purchase Agreement which has
not been consummated, the Holder will have the option, which the Holder may
exercise upon notice to the Company given not later than 30 days after the
Company notifies the Holder of the Change of Control, to require the Company to
repurchase this Note for an amount equal to 100% of its principal amount plus
accrued but unpaid interest to the date of the repurchase. A Change of
Control will occur when (a) any person or group (as that term is defined for
purposes of Section 13 of the Securities Exchange Act of 1934, as amended),
other than a Holder of Notes or any of its affiliates, which affiliates shall
be deemed to include Thayer Equity Investors III, L.P. and its affiliates and
Three Cities Fund III, L.P. and its affliates, becomes the owner of 40% or more
in voting power or value of the outstanding stock of the Company, or obtains
the right to acquire 40% or more in voting power or value of the outstanding
stock of the Company within 60 days, or (b) there is a change of membership of
the Companys Board of Directors such that a

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majority of the members of the Board are persons who (i) have not been
members of the Board for at least 12 months and (ii) whose election did not
receive the affirmative votes of a majority of the persons who had been members
of the Board at the beginning of that 12 month period (whether because they
were directors at the time of the election but did not cast affirmative votes
or because they were not directors at the time of the election), and (iii) are
not designated by Holders of a majority in principal amount of the Notes and
the Convertible Notes taken together.

13.    (a) The Companys obligations to make payments of principal of, interest
on or any repayments or prepayments of this Note are subordinate and subject in
right of payment to the prior payment in full in cash of all Senior
Indebtedness, whether outstanding at the date of this Note or thereafter
created, incurred assumed or guaranteed. These subordination provisions are
for the benefit of the holders of Senior Indebtedness.

(b) For the purposes of this Note Senior Indebtedness means all
obligations of the Company to pay the principal, premium, interest (including
all interest accruing subsequent to the commencement of a bankruptcy or similar
proceeding, whether or not a claim for post-petition interest is allowed as a
claim in any such proceeding), with regard to senior secured credit facilities
from commercial banks or similar institutions, which provide for loans with a
total principal amount of not more than $25,000,000, are entered into after
November 2, 2001 and are designated by the Company as Senior Indebtedness, and
all letters of credit issued under those senior secured credit facilities, all
reimbursement obligations in respect of those letters of credit and all fees,
costs, expenses and other liabilities accrued or due under or in connection
with those senior secured credit facilities.

(c) No payment may be made by the Company on account of the principal of,
interest on, or any other obligations under or with respect to, this Note or on
account of the prepayment or repurchase provisions of this Note (collectively,
the Subordinated Obligations) (i) upon the maturity of any Senior
Indebtedness by lapse of time, acceleration (unless waived) or otherwise,
unless and until all principal of, interest on, reimbursement obligations with
respect to letters of credit, and fees, charges, expenses, indemnifications (to
the extent claims have been made with respect to those indemnifications) and
all other amounts payable in respect of the matured Senior Indebtedness are
first paid in full in cash, or (ii) in the event of default in the payment of
any principal of, or interest on, reimbursement obligations with respect to
letters of credit and fees, charges, expenses, indemnifications (to the extent
claims have been made with respect to those indemnifications) and all other
amounts payable in respect of Senior Indebtedness when it becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise (collectively, a Payment Default), unless and until
such Payment Default has been cured or waived or otherwise has ceased to exist.

(d) Upon (i) the happening of an event of default (other than a Payment
Default) that permits, or would permit, with (w) the passage of time, (x) the
giving of notice, (y) the making of any payment of this Note then required to
be made, or (z) any combination thereof (collectively, a Non-Payment
Default), the holders of Senior Indebtedness immediately to accelerate its
maturity, and (ii) written notice of such Non-Payment Default is given to the
Company at the address for notices specified in the applicable credit document
governing the Senior Indebtedness and to the Holder c/o Three Cities Research,
Inc. 650 Madison Avenue, New York, NY 10022 (or at the address of the Holder
shown on the Note register described in Paragraph 15) ), with a copy to Thayer
Equity Investors III, L.P. c/o Thayer Capital Partners, 1455 Pennsylvania
Avenue, Suite 350, Washington, D.C. 20004, by the

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holders of the Senior Indebtedness or their representative (a Payment
Notice), then, unless and until such Non-Payment Default has been cured or
waived or otherwise has ceased to exist, no payment (by set-off or otherwise)
may be made by or on behalf of the Company directly or through any subsidiary
on account of the Subordinated Obligations. Notwithstanding the foregoing,
unless (A) the Senior Indebtedness has been declared due and payable in its
entirety within 270 days after the Payment Notice is given as set forth above
(the Blockage Period) and (B) such declaration has not been rescinded or
waived, the Company will be required to pay to the Holder of this Note all sums
not paid to the Holder of this Note during the Blockage Period due to the
prohibitions in this Paragraph (and upon the making of such payments any
acceleration of the Companys obligations with regard to this Note which made
during the Blockage Period because of the Companys failure to make payments
due to the prohibitions in this Paragraph will be of no further force or
effect) and to resume all other payments due under this Note as and when they
are due. Not more than one Payment Notice may be given in any consecutive 365
day period, irrespective of the number of defaults with respect to Senior
Indebtedness that may occur during such period. In no event may the number of
days during which any Blockage Period is, or Blockage Periods are, in effect
exceed 270 days in the aggregate during any consecutive 365 day period.

(e) During a Blockage Period with respect to a Non-Payment Default and
during the period of 270 days following the occurrence of a Payment Default,
the Holder of this Note will not demand or take any action (including
instituting any suit or insolvency proceeding) to attempt to collect any sum
which is due under this Note.

(f) Upon any distribution of assets of the Company as a result of any
dissolution, winding up, liquidation or reorganization (whether in a bankruptcy
or insolvency proceeding or otherwise), (i) all Senior Indebtedness must be
paid in full in cash or payment in cash must be provided for before any payment
is made on account of the Subordinated Obligations, (ii) any payment or
distribution of assets of the Company to which the Holder would be entitled
except for this Paragraph must be paid or delivered by the Company or by any
trustee in bankruptcy, receiver, assignee for the benefit of creditors or other
liquidating agent, directly to the holders of the Senior Indebtedness, in
proportion to the respective amounts of Senior Indebtedness they hold (or in
accordance with any subordination agreements or other agreements among them),
to the extent necessary to pay all Senior Indebtedness in full after giving
effect to any concurrent payments or distributions to the holders of the Senior
Indebtedness or provision for payment or distribution to them, and (iii) if,
notwithstanding the foregoing, the Holder receives any payment or distribution
of property of the Company before all Senior Indebtedness is paid in full, or
provision made for its payment, the Holder will receive the cash or property
paid or distributed to the Holder in trust for the holders of the Senior
Indebtedness, and, upon a request made to the Holder by a holder of Senior
Indebtedness within one year after the cash or property is paid or distributed
to the Holder, the Holder will pay or deliver that cash or property to the
holders of the Senior Indebtedness, for application to the payment of any
Senior Indebtedness remaining unpaid after giving effect to any concurrent
payment or distribution to the holders of the Senior Indebtedness or provision
for payment or distribution to them. If no claim is made by holders of Senior
Indebtedness to cash or property paid or distributed to the Holder within one
year after the payment or distribution to the Holder, after the end of the one
year period, the Holder will hold the cash or property free of any trust.

(g) While any bankruptcy or insolvency proceeding with regard to the
Company is continuing:

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(i) The Holder will, at the request of any holder of Senior Indebtedness,
(A) take all reasonable actions to collect the principal sum evidenced by this
Note and any accrued but unpaid interest for the account of the holders of
Senior Indebtedness and (B) file appropriate proofs of claim in respect of this
Note;

(ii) The Holder irrevocably authorizes each holder of Senior Indebtedness
to file in the Holders name or otherwise any required proof of claim relating
to this Note if the Holder fails to file that proof of claim at least 30 days
before the last day on which it may be filed.

(h) Payments which are paid to holders of Senior Indebtedness solely
because of this Paragraph 13 (and but for this Paragraph 13 would have been
paid to the Holders of the Notes) will not, with regard to any creditors other
than the holders of the Senior Indebtedness and the Holders of the Notes, be
deemed to reduce the amount due with regard to the Senior Indebtedness.

(i) When all Senior Indebtedness has been paid in full in cash or payment
in cash has been provided for, all sums which, but for this Paragraph 13, would
have been paid to the holders of the Senior Indebtedness (as well as all sums
to which the Holders of the Notes are directly entitled) will be paid to the
Holders of the Notes, until they have received all principal and interest due
with regard to the Notes.

(j) No right of any present or future holders of any Senior Indebtedness
to enforce the subordination provisions contained in this Paragraph 13 shall at
any time in any way be prejudiced or impaired by (i) any act or failure to act
on the part of the Company, (ii) any act or failure to act, in good faith, by
any holder of such Senior Indebtedness, (iii) any noncompliance by the Company
with the terms of this Note, regardless of any knowledge thereof which any
holder of such Senior Indebtedness may have or otherwise be charged with,
including any failure to enforce any rights or remedies (including any rights
to foreclose security interests or mortgages) to which the holder of Senior
Indebtedness may be entitled with regard to the Senior Indebtedness, (iv) any
rescission of a demand for payment of the Senior Indebtedness, (v) any
extension of the time by which the Company must make any payment or perform any
other act with regard to Senior Indebtedness or under any agreement or
instrument governing it, or (vi) any amendment of any agreement or instrument
governing Senior Indebtedness (including any amendment which increases the
amount of the Senior Indebtedness). Without the consent of or notice to the
Holder, the holders of Senior Indebtedness may extend, renew, modify or amend
the terms of the Senior Indebtedness or any security therefor and release, sell
or exchange such security and otherwise deal freely with the Company, all
without impairing the liabilities and obligations of the Holder and the
Company.

(k) Nothing in this Paragraph 13 is intended to impair, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holder, the obligation of the Company, which is absolute and unconditional, to
pay the principal and interest on this Note when they become due. Nothing in
this Paragraph 13, other than subparagraph (c), prevents the Holder from
exercising all remedies otherwise permitted by law upon default under this
Note, subject to the rights of holders of Senior Indebtedness under this
Paragraph 13.

(l) Any person who becomes the Holder of this Note, or an interest in it,
will be deemed to have agreed by acquiring this Note, or the interest in it, to
be bound by the provisions of this Paragraph 13. Notwithstanding anything in
this Note to the contrary, the provisions of this Paragraph 13 may not be
amended, supplemented or otherwise modified

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without the express prior written consent of each holder of Senior
Indebtedness which is outstanding at the time of the modification. No waiver
of the provisions of this Paragraph 13 will be effective unless it is in
writing and signed by all holders of Senior Indebtedness who are giving the
waiver.

(m) Should any payment, distribution or other amount be received by the
Holder (directly or indirectly, by way of setoff, by reason of any other
obligation, indebtedness or liability of the Company being subordinated to the
Companys obligations with regard to this Note, or in any other manner) upon or
in respect to this Note in contravention of the provisions of this Paragraph
13, the Holder will promptly pay what it has received over, and deliver it, to
the holders of any Senior Indebtedness of whom the Holder has been given notice
as their interests may appear, and until it is so delivered, the Holder will
hold the cash or other assets it has received in trust for the holders of the
Senior Indebtedness. If, however, no holder of Senior Indebtedness claims cash
or other assets within one year after the Holder receives them, the Holder will
be entitled to retain the cash or other assets free of any trust.

(n) Notwithstanding any partial or entire payment of all or any of the
Senior Indebtedness, the subordination provisions of this Note will remain in
effect or be reinstated, as the case may be, as though such payment had never
been made, with respect to any payment which is rescinded or recovered from or
restored or returned by the holder of any Senior Indebtedness as a result of
any law, rule, regulation or order of any court or governmental agency, or in
connection with any compromise or settlement relating thereto or relating to
any action, suit or proceeding relating thereto, whether arising out of any
proceedings under the United States Bankruptcy Code or otherwise.

14.     When the Companys Certificate of Incorporation is amended to increase
the authorized Common Stock to at least 200,000,000 shares, the Holder will be
required to deliver this Note to the Company to be exchanged for a like
principal amount of the Companys 7.5% Convertible Senior Subordinated Notes
due December 31, 2006 (Convertible Notes) dated the date of the most recently
past Interest Payment Date with regard to this Note to which interest has been
paid. If either the Holder fails to surrender this Note in exchange for
Convertible Notes or the Company fails to issue the Convertible Notes in
exchange for this Note, the exchange of this Note for a like principal amount
of Convertible Notes will nonetheless be deemed to have taken place on the day
the amendment to the Certificate of Incorporation was filed with the Secretary
of State of New York, and this document will be deemed to evidence, and to
contain all the terms of, a Convertible Note in that principal amount.

15.     The Company will maintain a register in which it will record the names
and addresses of the Holders of the Notes. If the Holder surrenders this Note
to the Company with a request that it be replaced by one or more new Notes in a
total principal amount equal to the principal sum evidenced by this Note, and
the Holder pays to the Company a sum equal to any tax due as a result of any
transfer involved in the issue of the new Notes, or establishes to the
reasonable satisfaction of the Company that the tax has been paid, the Company
will issue the new Note or Notes as requested by the Company, including
recording the persons requested by the Company as the Holders of the new Notes.

16.     No amendment of this Note, waiver of any provision of this Note, or
extension of the time by which the Company must make any payment of principal
or interest required by this Note, will be effective unless it is made in
writing by the Holders of a majority in principal amount of all the Note. Any
waiver or extension will be effective only in the instance and for the purpose
for which it is given.

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17.     The remedies provided in this Note are cumulative and are not
exclusive of any other remedies provided by law. The Company will pay on
demand any expenses (including reasonable attorneys fees and expenses)
incurred by the Holder in enforcing its rights under this Note.

18.     Any notice or other communication required or permitted to be given
under this Note must be in writing and will be deemed given on the day when it
is delivered in person or sent by facsimile (with proof of receipt at the
number to which it is required to be sent), or on the third business day after
the day on which it is mailed by first class mail from within the United States
of America, addressed (i) if to the Company, to the Companys principal
executive offices and to the principal facsimile number at those executive
offices, Attention: Chief Executive Officer, or at such other address or
facsimile number as the Company may specify to the Holder in writing, and (ii)
if to the Holder, at the address or facsimile number specified by the Holder to
the Company in writing.

19.     This Note will be binding upon the Company and its assigns, and will
inure to the benefit of the Holder and the Holders assigns. This Note will be
governed by, and construed under, the laws of the State of Delaware.

20.     This Note, and all the other Notes, (i) constitute Senior Indebtedness
with regard to the Companys 9% Convertible Subordinated Notes due July 1, 2007
(as that term is defined in those 9% Convertible Subordinated Notes due July 1,
2007), and (ii) are parri passu with the Companys Convertible Notes due
December 31, 2006.

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##### 



IN WITNESS WHEREOF, the Company is executing this Note on the date shown
on the first page.

| |  |                              |  |                        
| |  | ---------------------------- |  | -----------------------
| |  | CLASSIC VACATION GROUP, INC.
|
|
|
|
| |  | By:                          |  | /s/ Ronald M. Letterman
| |  |                              |  |                        
| |  |                              |  | Title: President & CEO 

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