Exhibit 10.31

                     AMENDED AND RESTATED INITIAL LOAN NOTE

$7,200,000.00
ROSEMONT, ILLINOIS                                             NOVEMBER 15, 2000

     FOR  VALUE  RECEIVED,  the  undersigned,  AROUND  THE WORLD TRAVEL, INC., a
Florida  corporation  ("Maker"),  hereby promises to pay to the order of GALILEO
INTERNATIONAL,  L.L.C.,  a  Delaware  limited  liability company ("Lender"), the
principal  sum  of  SEVEN  MILLION  TWO  HUNDRED  THOUSAND AND NO/100THS DOLLARS
($7,200,000.00),  or,  if  less, the aggregate unpaid amount of the Initial Loan
made  by  Lender pursuant to and in accordance with the applicable provisions of
that  certain Amended and Restated Loan Agreement as of November _, 2000 (as the
same  may  be amended, modified, supplemented or restated from time to time, the
"Loan  Agreement"),  between  Maker and Lender, together with its successors and
assigns, at the office of Lender at 9700 West Higgins Road, Suite 400, Rosemont,
Illinois  60018,  or  at such other place as the holder hereof may appoint, plus
interest  thereon  as  set  forth  below.

     This  Amended  and  Restated Initial Loan Note (this "Note") is the Initial
Loan  Note referred to in the Loan Agreement and is delivered by Maker to Lender
pursuant  to  and  in  accordance  with  the  applicable  provisions of the Loan
Agreement.  All  capitalized  terms  used but not elsewhere defined herein shall
have  the  respective  meanings  ascribed  to  such terms in the Loan Agreement.

     The  Principal  Balance  of  this Note shall bear interest at the per annum
rate  of  interest  set  forth  in  subsection  2.4.1  of  the  Loan  Agreement.

     Accrued  and  unpaid  interest  on, and the Principal Balance of, this Note
shall  be  paid  in  the  manner set forth in Section 2.5 of the Loan Agreement.

     Interest  shall  be:  (i) computed on the basis of a year consisting of 360
days  and (ii) charged for the actual number of days during the period for which
interest  is  being  charged.

     During a Default Rate Period, the Principal Balance of this Note shall bear
interest  at the Default Rate, which interest at such Default Rate shall be paid
by  Maker  to  Lender  immediately  upon  demand.

     Subject  to  the  provisions  of  Section 8.2 of the Loan Agreement, at the
election  of  the  holder  hereof,  upon  the occurrence of an Event of Default,
without  further  notice  or demand, the Principal Balance of this Note, and all
accrued  and  unpaid  interest  thereon, shall be and become immediately due and
payable  in  full. Failure to exercise this option shall not constitute a waiver
of  the  right  to  exercise  the  same  in the event of any subsequent Event of
Default, and such failure shall not be deemed to establish a custom or course of
dealing  or  performance  between  Maker  and  Lender.

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     This  Note  shall or may be prepaid, in whole but not in part, at the times
and  in  accordance  with  Section  2.7  of  the  Loan  Agreement.

     All  funds  received  by Lender during the existence of an Event of Default
shall  be  applied in the manner set forth in Section 8.4 of the Loan Agreement.

     All  payments  to  be  made by Maker pursuant to this Note shall be made in
accordance  with  the  instructions  therefor  set  forth in the Loan Agreement.
Payment  shall  not be deemed to have been received by Lender until Lender is in
receipt  of  Good  Funds.

     Notwithstanding  any  provision  to the contrary contained herein or in any
other  Loan  Instrument,  Lender  shall  not  collect  a rate of interest on any
obligation  or  liability  due  and  owing  by  Maker to Lender in excess of the
maximum  contract  rate  of  interest  permitted  by applicable law. If any such
excess  interest  is  provided  for  or  determined  by  a  court  of  competent
jurisdiction  to  have  been  provided  for  in  this  Note  or  any  other Loan
Instrument,  then  in  such event the provisions of subsection 2,4.4 of the Loan
Agreement  shall  apply.

     If  any  suit  or action is instituted or attorneys are employed to collect
this  Note  or  any  part thereof, Maker promises and agrees to pay all costs of
collection,  including  all  court  costs  and  reasonable  attorneys'  fees.

     Except  as  provided in the Loan Agreement, Maker hereby waives presentment
for  payment,  protest  and  demand  and notice of protest, demand, dishonor and
nonpayment  of  this  Note,  and expressly agrees that this Note, or any payment
hereunder,  may  be  extended  from  time  to time before, at or after maturity,
without  in  any way affecting the liability of Maker hereunder or any guarantor
hereof.

     Maker  hereby agrees that all actions or proceedings initiated by Maker and
arising  directly or indirectly out of this Note or any or all of the other Loan
Instruments  shall be litigated in the Circuit Court of Cook County, Illinois or
in  the  United States District Court for the Northern District of Illinois, or,
if  Lender initiates such action, in addition to the foregoing courts, any court
in  which  Lender shall initiate or to which Lender shall remove such action, to
the extent such court otherwise has jurisdiction. Maker hereby expressly submits
and  consents  in  advance  to  such  jurisdiction  in  any action or proceeding
commenced  in  or  removed  by  Lender  to any of such courts, and hereby waives
personal service of the summons and complaint, or other process or papers issued
therein,  and agrees that service of such summons and complaint or other process
or  papers may be made by registered or certified mail addressed to Maker at the
address  to  which  notices  arc to be sent pursuant to Section 12.1 of the Loan
                                                        ------------
Agreement.  Maker waives any claim that either the Circuit Court of Cook County,
Illinois  or  the  United  States  District  Court  for the Northern District of
Illinois  is  an inconvenient forum or an improper forum based on lack of venue.
Should  Maker,  after  being so served, fail to appear or answer to any summons,
complaint,  process  or papers so served within the period of time prescribed by
law  after  the  mailing  thereof, Maker shall be deemed in default and an order
and/or judgment may be entered by Lender against Maker as demanded or prayed for
in such summons, complaint, process or papers. The exclusive choice of forum for
Maker  set  forth  in  this  paragraph  shall  not  be  deemed  to  preclude the
enforcement,  by  Lender,  of  any  judgment  obtained in any other forum or the
taking,  by  Lender,  of any action to enforce the same in any other appropriate
jurisdiction,  and Maker hereby waives the right to collaterally attack any such
judgment  or  action.

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     This  Note  shall  be construed in accordance with and governed by the laws
and  decisions  of  the  State  of  Illinois.  All funds disbursed to or for the
benefit of Maker will be deemed to have been disbursed in Cook County, Illinois.

     Maker  acknowledges  and  agrees that any controversy which may arise under
this  Note would be based upon difficult and complex issues and therefore, Maker
agrees  that  any  court  proceeding arising out of any such controversy will be
tried  in  a  court of competent jurisdiction by a judge sitting without a jury.

     This  Note  may not be changed or amended orally, but only by an instrument
in  writing  signed  by  the  party  against  whom  enforcement of the change or
amendment  is  sought.

     This  Note  shall  be  binding  upon  Maker and upon Maker's successors and
assigns,  and shall inure to the benefit of the successors and permitted assigns
of  Lender.

     In  the  event  that  any provision hereof shall be deemed to be invalid by
reason  of  the  operation of any law, or by reason of the interpretation placed
thereon  by  any  court  or  any Governmental Body, as applicable, the validity,
legality  and  enforceability of the remaining terms and provisions of this Note
shall  not in any way be affected or impaired thereby, all of which shall remain
in  full  force and effect, and the affected term or provision shall be modified
to the minimum extent permitted by law so as to achieve most fully the intention
of  this  Note.

     Time  for  the performance of Maker's obligations under this Note is of the
essence.

     This Note is entitled to the benefit of certain collateral security, all as
more  fully  set  forth  in  the  Loan  Agreement.

     The  Note  (i) is issued in substitution for that certain Initial Loan Note
dated December 23, 1999 (the "Initial Note") in the original principal amount of
$7,200,000  by  Maker  to Lender, (ii) evidences the Initial Loan and (iii) does
not  constitute  a  novation of the Indebtedness for Borrowed money evidenced by
the  Initial  Note.

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IN WITNESS WHEREOF, this Note has been executed and delivered by Maker by its
duly authorized officer on the date first set forth above.

                                          AROUND THE WORLD TRAVEL, INC.,
                                          a Florida corporation

State of New York
County of New York

                                          By: /s/ Keith St. Clair
                                              ----------------------
                                          Keith St. Clair
                                          Chief Executive Officer

On this l5th day of November, 2000, KEITH ST. CLAIR (print name of above
signatory) appeared before me and, having been duly sworn by me, signed the Note
in my presence.

Notary Seal

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My commission expires on

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