ex10-46






EX 10.46


SENIOR MANAGEMENT AGREEMENT


      THIS AGREEMENT is made as of January 1, 2001, between GLOBAL VACATION
GROUP, INC., a New York corporation (the “Company"), and DEBBIE LUNDQUIST
(“Executive").


Recitals


      A. The Company and Executive desire to enter into an agreement pursuant to
which Executive will be employed as the Executive Vice President and Chief
Financial Officer of the Company on the terms and conditions set forth in this
Agreement.


      B. Certain definitions are set forth in Section 4 of this Agreement.


Agreement


      The parties hereto agree as follows:


      1. Employment. The Company hereby engages Executive to serve as Executive
Vice President and Chief Financial Officer of the Company, and Executive agrees
to serve the Company, during the Service Term (as defined in Section 1(d)
hereof) in the capacities, and subject to the terms and conditions, set forth
in this Agreement.



            
(a) Services. During the Service Term, Executive, as Executive Vice
President and Chief Financial Officer of the Company, shall have all the duties
and responsibilities customarily rendered by Executive Vice Presidents and
Chief Financial Officers of companies of similar size and nature and as may be
delegated from time to time by the Board in its sole discretion or the
Company’s Chief Executive Officer. Executive will devote her best efforts and
substantially all of her business time and attention (except for vacation
periods and periods of illness or other incapacity) to the business of the
Company and its Affiliates.



            
(b) Salary, Bonus and Benefits.



		
	 	      (i) Salary and Bonus. During the Service Term, the Company will
pay Executive a base salary (the “Annual Base Salary”) as the Board
may designate from time to time, at the rate of not less than
$200,000 per annum; provided, however, that the Annual Base Salary
shall be subject to review annually by the Board for upward increases
thereon. The Executive will have the potential to earn an annual
bonus of up to 100% (or a greater percentage if approved by the Board
for a specific year) of Executive’s Annual Base Salary for such year,
as determined by the Board based upon the Company’s and Executive’s
achievement of budgetary and other objectives set by the Board.
During the Service Term, Executive shall be entitled to participate,
to the extent of her eligibility, in the standard health and welfare
benefit programs made available by the Company to its employees.
Executive shall also be eligible to receive (1) four weeks paid
vacation per annum; (2) a car allowance of $1,000 per month; and (3)
$10,000 per year of aggregate face value in airline tickets or rental
car credits received by the Company in “soft Dollars” from the
Company’s suppliers.





            
(c) Termination.



		
	 	      (i) Events of Termination. During the Service Term, Executive’s
employment with the Company shall cease upon the occurrence of any of
the following events:




		
	 	                  (A) Executive’s death.




		
	 	                  (B) Executive’s voluntary retirement in accordance with
the Company’s retirement policies.




		
	 	                  (C) Executive’s disability, which means her incapacity due
to physical or mental illness such that she is unable to
perform the essential functions of her previously assigned
duties for a period of six months in any twelve month period
and such incapacity has been determined to exist by either (x)
the



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	 	Company’s disability insurance carrier or (y) by the Board in
good faith based on competent medical advice in the event that
the Company does not maintain disability insurance on the
Executive.




		
	 	      (D) Termination by the Company by the delivery to
Executive of a written notice from the Board that Executive has
been terminated (“Notice of Termination”) with or without Cause
or with Performance Cause. “Cause” shall mean:




		
	 	        (1) Executive’s (aa) conviction of a felony or
Executive’s commission of any other act or omission
involving dishonesty or fraud with respect to the Company
or any of its Affiliates or any of their customers,
vendors or suppliers or involving harassment or
discrimination with respect to the employees of the
Company or its Subsidiaries, (bb) misappropriation of
funds or assets of the Company for personal use or (cc)
engaging in any conduct relating to the Company’s business
or involving moral turpitude that actually brought the
Company or any of its Affiliates into public disgrace or
disrepute;




		
	 	        (2) Executive’s continued substantial and repeated
neglect of her duties, after written notice thereof from
the Board, and such neglect has not been cured within 30
days after Executive receives notice thereof from the
Board;




		
	 	        (3) Executive’s gross negligence or willful
misconduct in the performance of her duties hereunder that
results, or is reasonably expected to result, in material
damage to the Company; or




		
	 	        (4) Executive’s engaging in conduct constituting a
breach of Sections 2 or 3 hereof.




		
	 	“Performance Cause” shall mean Executive’s termination within
120 days after the Company’s failure to achieve at least 80% of
its budgeted net income as determined in accordance with
generally accepted accounting principles for any nine-month
period for which financial statements are available, provided,
however, that the Board shall determine in good faith if any
adjustments thereto are necessary or appropriate to account for
extraordinary or nonrecurring events (including but not limited
to Acts of God, substantive travel industry events (e.g.,
materially adverse tax or regulatory changes), travel industry
strikes, wars, terrorism) or other circumstances that should be
included or disregarded in order to fairly determine whether
the Company has failed to achieve such budgeted net income.




		
	 	In order for the termination to be effective, Executive must be
notified in writing (which writing shall specify the cause in
reasonable detail) of any termination of her employment for
Cause or Performance Cause. Notwithstanding anything to the
contrary contained in this paragraph, Executive shall have the
right after termination has occurred to appeal such termination
to arbitration in accordance with the provisions of Section
6(g) hereof.




		
	 	      (E) Executive’s voluntary resignation by the delivery to
the Board of a written notice from Executive that Executive has
resigned with or without Good Reason. “Good Reason” shall mean
Executive’s resignation from employment with the Company within
45 days after the occurrence of any one of the following:




		
	 	        (1) the failure of the Company to pay an amount owing
to Executive hereunder after Executive has provided the
Company with written notice of such failure and such
payment has not thereafter been made within 15 days of the
delivery of such written notice; or





		
	 	        (2) the relocation of Executive’s work location to an
office that is more than fifty miles from One North First
Street, San Jose, California, without Executive’s consent.




		
	 	      The delivery by the Executive or the Company of a non-renewal notice
as provided in Section 1(d) shall constitute a resignation by the
Executive without Good Reason.





            (ii) Rights on Termination.



		
	 	      (A) In the event that termination is by Executive with
Good Reason or by the Company without either Cause or
Performance Cause, the Company will continue to pay Executive a



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	 	monthly portion of the Annual Base Salary for a period equal to
twelve-months commencing on the date of termination on regular
salary payment dates. In the event that termination is by the
Company for Performance Cause, the Company will continue to pay
Executive a monthly portion of the Annual Base Salary for a
period equal to three-months commencing on the date of
termination on regular salary payment dates. The payments to
Executive pursuant to the foregoing two sentences are referred
to as the “Severance Payments.”




		
	 	      (B) If the Company terminates Executive’s employment for
Cause, if Executive retires or if Executive resigns without
Good Reason (including by operation of the last paragraph of
Section 1(c)(i)(E)), the Company’s obligations to pay any
compensation or benefits under this Agreement will cease
effective as of the date of termination. Executive’s right to
receive any health or other benefits will be determined under
the provisions of applicable plans, programs or other
coverages.




		
	 	      (C) If Executive’s employment terminates because of
Executive’s death or disability, the Company will pay Executive
or her estate an amount, if any, equal to Executive’s Annual
Base Salary for the current year prorated to reflect the number
of days Executive has worked during the year in which she dies
or becomes disabled (such amount to be paid after the end of
such year when bonuses are normally paid to other senior
executives of the Company).



      Notwithstanding the foregoing, the Company’s obligation to Executive for
severance pay or other rights under either subparagraphs (A), (B), or (C) above
(the “Severance Pay”) shall cease if Executive is in violation of the
provisions of Sections 2 or 3 hereof. Until such time as Executive has
received all of her Severance Payments, she will be entitled to continue to
receive any health, life, accident and disability insurance benefits provided
by the Company to Executive under this Agreement.


      (d) Term of Employment. Unless Executive’s employment under this
Agreement is sooner terminated as a result of Executive’s termination in
accordance with the provisions of Section 1(c) above, Executive’s employment
under this Agreement shall commence on January 1, 2001 and shall terminate on
the second anniversary of the date hereof (the “Service Term”); provided,
however, that Executive’s employment under this Agreement, and the Service
Term, shall be automatically renewed for one-year periods commencing on the
second anniversary of the date hereof and, thereafter, on each successive
anniversary of such date unless either the Company or Executive notifies the
other party in writing within sixty (60) days prior to any such anniversary
that it or she desires to terminate Executive’s employment under this
Agreement. All references herein to “Service Term” shall include any renewals
thereof after the second anniversary of the date hereof.


2. Confidential Information and Goodwill; Inventions. Executive
acknowledges and agrees that:


      (a) As a necessary function of Executive’s employment hereunder, Executive
will have access to and utilize Confidential Information which constitutes a
valuable and essential asset of the Company’s business.


      (b) The Confidential Information, observations and data obtained by her
during the course of her performance under this Agreement concerning the
business and affairs of the Company are the property of the Company, including
information concerning the acquisition opportunities in or reasonably related
to the Business of which Executive becomes aware during the Service Term.
Therefore, Executive agrees that she will not disclose to any unauthorized
person or use for her own account any of the Confidential Information without
the Board’s written consent. Executive agrees to deliver to the Company at the
termination of her employment, or at any other time the Company may request,
all memoranda, notes, plans, records, reports and other documents (including
copies or computer files thereof) relating to the Company, the Business or any
other Confidential Information.


      (c) All inventions, innovations, developments, improvements, methods,
designs, analyses, drawings, software, reports and all similar or related
information (whether or not patented or patentable) developed by Executive
during the Service Term which (i) directly or indirectly relate to the Company
or its Affiliates or the Business, or (ii) result from any work performed by
Executive while employed by the Company or its Affiliates shall belong to the
Company and its Affiliates. Executive shall promptly disclose all such
inventions to the Board and perform all actions reasonably requested by the
Board (whether during or after the Service Term) to establish and confirm such
ownership (including, without limitation, assignments, consents, powers of
attorney and other instruments).


3. Noncompetition and Nonsolicitation.


      (a) Noncompetition. Executive acknowledges that in the course of her
employment with the Company she has or will become familiar with the Company’s
and its Affiliates’ trade secrets and with other confidential information
concerning the Company and that her services will be of special, unique and
extraordinary value to the Company and its Affiliates. Therefore, Executive
agrees that, during the Service Term and for a period of one (1) year after
termination thereof (collectively, the

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“Noncompete Period”), she shall not directly or indirectly own, manage,
control, participate in, consult with, render services for, or in any manner
engage in any business competing with the business of the Company or its
Subsidiaries or any businesses with which the Company or its Subsidiaries have
firm plans to engage in at the time of the termination of the Executive’s
employment with the Company.


      (b) Nonsolicitation. During the Noncompete Period and for a period of one
(1) year thereafter, Executive shall not directly or indirectly through another
entity (i) induce or attempt to induce any senior management employee of the
Company or any Subsidiary or, to the actual knowledge of the Executive, any
other employee of the Company or any Subsidiary, to leave the employ of the
Company or such Subsidiary, or in any way interfere with the relationship
between the Company or any Subsidiary and any employee thereof; (ii) induce or
attempt to induce any customer, supplier, vendor, licensee or other business
relation of the Company or any Subsidiary to cease doing business with the
Company or such Subsidiary, or to modify its business relationship with the
Company in a manner adverse to the Company or any Subsidiary; or (iii) in any
way disparage the Company or its Subsidiaries to any customer, supplier,
vendor, licensee or business relation of the Company or any Subsidiary.


      (c) Enforcement. The Executive understands and agrees that the terms and
conditions of Executive’s employment hereunder are in consideration for
Executive’s covenants contained in Section 2 and 3 of this Agreement. If, at
the time of enforcement of Section 2 or 3 of this Agreement, a court holds that
the restrictions stated herein are unreasonable under circumstances then
existing the parties hereto agree that the maximum duration, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum duration, scope and area
permitted by law. Because Executive’s services are unique and because
Executive has access to confidential information, the parties hereto agree that
money damages would be an inadequate remedy for any breach of this Agreement.
Therefore, in the event of a breach or threatened breach of this Agreement, the
Company or its successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce,
or prevent any violations of, the provisions hereof (without posting a bond or
other security).


GENERAL PROVISIONS


4. Definitions.


      “Affiliate” of any Person means any other Person which directly or
indirectly controls, is controlled by or is under common control with such
Person.


      “Board” means the Company’s board of directors or the board of directors
or similar management body of any successor of the Company.


      “Business” means any business of the Company or its Subsidiaries now or
hereafter engaged in, including without limitation the business of providing
travel products and/or services.


      “Confidential Information” means all confidential information and trade
secrets of the Company and its Affiliates including, without limitation, the
following: the identity, written lists, or descriptions of any customers,
vendors, referral sources or Organizations; financial statements, cost reports,
or other financial information; contract proposals or bidding information;
business plans; training and operations methods and manuals; personnel records;
fee structures; and management systems, policies or procedures, including
related forms and manuals. “Confidential Information” shall not include any
information or knowledge which: (a) is in the public domain other than by
Executive’s breach of this Agreement or (b) is disclosed to Executive lawfully
by a third party who is not under any obligation of confidentiality with
respect to such information or knowledge.


      “Organization” means any organization that has contracted with the Company
for the performance of services or delivery of products in connection with the
Business.


      “Person” means an individual, a partnership, a limited liability company,
a corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.


      “Subsidiary” means any corporation of which the Company owns, directly or
indirectly through one or more Persons, securities having a majority of the
ordinary voting power in electing such corporations’ board of directors.


5. Notices. Any notice provided for in this Agreement must be in writing
and must be personally delivered, mailed by first class United States mail
(postage prepaid, return receipt requested), sent by reputable overnight
courier service (charges prepaid) or sent by facsimile to the recipient at the
address below indicated:

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      If to the Executive:




	 	Debbie Lundquist

c/o Classic Custom Vacations, Inc.

One North First Street

San Jose, CA 95113

Tel No.:(408) 287-4550

Fax No.: (408) 287-5953





      If to the Company:




	 	Global Vacation Group

C/o Classic Custom Vacations, Inc.

One North First Street

San Jose, CA 95113

Attention: Chief Executive Officer

Tel No.:(408) 287-4550

Fax No.: (408) 993-8547







	 	with a copy to:







	 	Hogan & Hartson, LLP

555 Thirteenth Street, N.W.

Washington, D.C. 20004

Attention: Christopher J. Hagan

Tel No.:(202) 637-5771

Fax No.: (202) 637-5910





or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.


6. General Provisions.


      (a) Expenses. Each party shall bear her or its own expenses in connection
with the negotiation and execution of this Agreement.


      (b) Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law. If any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement, subject to
the provisions of Section 3(c) above, will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.


      (c) Complete Agreement. This Agreement embodies the complete agreement
and understanding among the parties and supersedes and preempts any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.


      (d) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


      (e) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company and their respective successors and assigns; provided
that the rights and obligations of Executive under this Agreement shall not be
assignable.


      (f) Choice of Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.


      (g) Remedies and Arbitration. Each of the parties to this Agreement will
be entitled to enforce its rights under this Agreement to recover damages and
costs (including reasonable attorney’s fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. Except for the remedies of the Company provided in Section 3(c) hereof,
the parties hereto agree to submit any disputes arising out of or relating to
this Agreement to binding arbitration in Washington,

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D.C. administered by the American Arbitration Association under its Commercial
Arbitration Rules, before a panel of three arbitrators, and judgment on the
award rendered by the arbitrators may be entered into any court having
jurisdiction thereof. The prevailing party in any arbitration shall be
entitled to recover its reasonable attorneys’ fees and costs from the other
party or parties.


      (h) Amendment and Waiver. The provisions of this Agreement may be amended
or waived only with the prior written consent of the Company and Executive.


      (i) Business Days. If any time period for giving notice or taking action
hereunder expires on a day which is a Saturday, Sunday or holiday in the state
in which the Company’s chief executive office is located, the time period shall
be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.


      (j) Termination. This Agreement (except for the provisions of Section 1)
shall survive the termination of Executive’s employment with the Company and
shall remain in full force and effect after such termination.


[THIS SPACE INTENTIONALLY LEFT BLANK]


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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.






		GLOBAL VACATION GROUP, INC.
	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	 	By:   /s/ Ronald M. Letterman        

        Ron Letterman

        Chief Executive
Officer
	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	 	/s/ Debbie Lundquist        

DEBBIE LUNDQUIST











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