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                                                                        EX 10.37

                                AMENDMENT NO. 1

         AMENDMENT NO. 1, dated as of February 25, 2000 (this "AMENDMENT"), to
   and under the Second Amended and Restated Credit Agreement, dated as of
   October 28, 1999, by and among Global Vacation Group, Inc., the Lenders
   party thereto and The Bank of New York, as Administrative Agent (as amended,
   supplemented or otherwise modified from time to time, the "CREDIT
   AGREEMENT").

                                    RECITALS

   I.       Capitalized terms used herein and not defined herein shall have the
   meanings assigned to such terms in the Credit Agreement.

   II.      The Borrower has requested that the Administrative Agent agree to
   amend the Credit Agreement upon the terms and conditions contained in this
   Amendment, and the Administrative Agent is willing so to agree.

   Accordingly, in consideration of the Recitals and the terms and conditions
   hereinafter set forth, and for other good and valuable consideration, the
   receipt and adequacy of which are hereby acknowledged, the Borrower and the
   Administrative Agent hereby agree as follows:

SECTION 7.12 OF THE CREDIT AGREEMENT IS AMENDED IN ITS ENTIRETY TO READ AS
FOLLOWS:

                           (a)      Subject to Sections 7.12(b) and 8.15, no
                  later than February 28, 2000, the Administrative Agent shall
                  have received a control agreement, in form and substance
                  satisfactory to the Administrative Agent (a "Control
                  Agreement"), with respect to each Securities Account in which
                  Collateral is held, in each case duly executed by applicable
                  Loan Party and the institution at which such Securities
                  Account is maintained together with such UCC financing
                  statements as may be requested by the Administrative Agent in
                  connection with the perfection of its security interest in
                  each such Securities Account.

                           (b)      As of the Second Restatement Date, Classic
                  Customs Vacations maintains a Securities Account at Comerica
                  Bank (the "Comerica Account") which it is in the process of
                  transferring to a Securities Account at Bank of America, N.A.
                  with respect to which a Control Agreement is or will be
                  executed on or before February 28, 2000. Notwithstanding the
                  provisions of Sections 7.12(a) and 8.15, Classic Custom
                  Vacations may maintain the Comerica Account, provided that the
                  fair market value of the assets held therein does not exceed
                  (i) during the period from February 28, 2000 through May 31,
                  2000, $5,000,000, (ii) during the period from June 1, 2000
                  through September 30, 2000, an amount equal to 110% of checks
                  written against the Comerica Account on or before April 30,
                  2000 (but in no event greater than $1,000,000), and (iii) on
                  and after October 1, 2000, $0, and provided, further, that the
                  assets held in the Comerica Account are transferred to a
                  Securities Account with respect to which a Control

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                  Agreement is in effect to the extent such assets are not used
                  in the ordinary course of the business of Custom Classic
                  Vacations or otherwise for a purpose permitted under the Loan
                  Documents.

SECTION 8.15 OF THE CREDIT AGREEMENT IS AMENDED AS FOLLOWS:

   BY SUBSTITUTING THE PHRASE "EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.12(b),
   THE" FOR THE WORD "THE" AT THE BEGINNING THEREOF; AND

   BY ADDING THE FOLLOWING SENTENCE AT THE END THEREOF:

                  Notwithstanding anything contained in this Section 8.15 to
                  the contrary, the Loan Parties may maintain investments in
                  one or more deposit accounts tied to one or money market or
                  other mutual fund accounts which provide for the sweeping of
                  funds to and from such deposit account to and from such
                  mutual fund account (including the CheckInvest Accounts
                  maintained by one or more of the Loan Parties at BNY) without
                  entering into a Control Agreement with respect thereto,
                  provided, however, the aggregate amount held by the Loan
                  Parties in such accounts at any one time shall not exceed (i)
                  during the period from February 28, 2000 through August 31,
                  2000, $4,000,000, and (ii) on and after September 1, 2000,
                  $2,000,000.

   PARAGRAPHS 1 AND 2 HEREOF SHALL NOT BE EFFECTIVE UNTIL SUCH TIME AS (i) THE
   REQUIRED LENDERS SHALL HAVE CONSENTED HERETO IN WRITING.

   THE BORROWER HEREBY (a) REPRESENTS AND WARRANTS THAT ALL OF THE
   REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN DOCUMENTS TRUE AND
   CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS THOUGH SUCH
   REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON THE DATE HEREOF, EXCEPT TO
   THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN
   EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE AND
   CORRECT ON AND AS OF SUCH EARLIER DATE, AND (b) REAFFIRMS AND ADMITS THE
   VALIDITY AND ENFORCEABILITY OF EACH LOAN DOCUMENT AND ALL OF THE OBLIGATIONS
   OF EACH LOAN PARTY UNDER SUCH LOAN DOCUMENT.

   IN ALL OTHER RESPECTS, THE LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND
   EFFECT, AND NO AMENDMENT IN RESPECT OF ANY TERM OR CONDITION OF ANY LOAN
   DOCUMENT SHALL BE DEEMED TO BE AN AMENDMENT IN RESPECT OF ANY OTHER TERM OR
   CONDITION CONTAINED IN ANY LOAN DOCUMENT.

   THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS ALL OF WHICH,
   WHEN TAKEN TOGETHER, SHALL CONSTITUTE ONE AGREEMENT. IN MAKING PROOF OF THIS
   AMENDMENT, IT SHALL ONLY BE NECESSARY TO PRODUCE THE COUNTERPART EXECUTED
   AND DELIVERED BY THE PARTY TO BE CHARGED.

   THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED TO BE
   PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE
   IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
   NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

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                  AS EVIDENCE of the agreement by the parties hereto to the
   terms and conditions herein contained, each such party has caused this
   Amendment to be executed on its behalf.

                                       GLOBAL VACATION GROUP, INC.

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       THE BANK OF NEW YORK,
                                       as Administrative Agent

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

CONSENTED TO AND AGREED:

THE BANK OF NEW YORK,
individually

By:
   --------------------------------------
Name:
     ------------------------------------
Title:
      -----------------------------------

CONSENTED TO AND AGREED:

BANK OF AMERICA, N.A.

By:
   --------------------------------------
Name:
     ------------------------------------
Title:
      -----------------------------------

CONSENTED TO AND AGREED:

FIRST UNION NATIONAL BANK

By:
   --------------------------------------
Name:
     ------------------------------------
Title:
      -----------------------------------

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CONSENTED TO AND AGREED:

SUNSHINE VACATIONS, INC.
GLOBAL VACATION MANAGEMENT COMPANY
HADDON HOLIDAYS, INC.
GLOBETROTTERS, INC.
CLASSIC CUSTOM VACATIONS
GLOBETROTTERS VACATIONS, INC.
GVG FINANCE COMPANY
FRIENDLY HOLIDAYS, INC.
ISLAND RESORT TOURS, INC.
INTERNATIONAL TRAVEL & RESORTS, INC.
GVG TECHNOLOGY, INC.

AS TO EACH OF THE FOREGOING:

By:
   --------------------------------------
Name:
     ------------------------------------
Title:
      -----------------------------------

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