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                        AMENDMENT NUMBER TWO
                                TO
                           LOAN AGREEMENT
                     EFFECTIVE OCTOBER 30, 1998
                           BY AND BETWEEN
                          NATIONSBANK, N.A.
                                AND
                            INTRAV, INC.

In consideration of their mutual agreements herein and for other
sufficient consideration, the receipt of which is hereby acknowledged,
INTRAV, INC. ("Borrower") and NATIONSBANK, N.A. ("Lender") agree as
follows:

1.   DEFINITIONS; SECTION REFERENCES.  The term "Original Loan
Agreement" means the Loan Agreement effective October 30, 1998, between
Borrower and Lender, as amended by Amendment Number One thereto
effective January 18, 1999.  The term "this Amendment" means this
Amendment.  The term Loan Agreement means the Original Loan Agreement as
amended by this Amendment.  Capitalized terms used and not otherwise
defined herein have the meanings defined in the Loan Agreement.

2.   EFFECTIVE DATE OF THIS AMENDMENT.  This Amendment will be
effective as of June 15, 1999.

3.   AMENDMENTS TO ORIGINAL LOAN AGREEMENT.  The Original Loan
Agreement is amended as follows:

     3.1. REVOLVING COMMITMENT.  Sections 3.1.1 and 3.1.2 of the
     Original Loan agreement is replaced entirely with the following:

          "3.1.1    ADVANCES.  Subject to the limitations in Section
          3.1.2 and elsewhere herein, Lender commits to make available
          from the Effective Date to the Maturity Date, a revolving
          credit facility available as Advances made from time to time
          as provided herein.  Subject to the limitations in Section
          3.1.2 and elsewhere herein, payments and prepayments that
          are applied to reduce the Revolving Loan may be re-borrowed.
          The amount of the Revolving Commitment initially will be
          $32,500,000, but will reduce automatically to a lesser
          Dollar amount on certain dates as listed in the table below:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------
          Effective Date of Reduction    Reduction      New Revolving Commitment
         ------------------------------------------------------------------------
          <S>                            <C>            <C>
          December 31, 1999              $2,000,000     $30,500,000
         ------------------------------------------------------------------------
          December 31, 2000              $5,000,000     $25,500,000
         ------------------------------------------------------------------------
          December 31, 2001              $5,000,000     $20,500,000
         ------------------------------------------------------------------------
          December 31, 2002              $3,000,000     $17,500,000
         ------------------------------------------------------------------------
</TABLE>

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          Borrower may also reduce the amount of the Revolving
          Commitment in whole multiples of $1,000,000 at any time and
          from time to time, but only if (i) Borrower gives Lender
          written notice of Borrower's intention to make such
          reduction at least one Business Day prior to the effective
          date of the reduction, and (ii) Borrower makes on the
          effective date of the reduction any payment on the Revolving
          Loan required under Section 7.2 as a consequence of the
          reduction and any amount that may be due to Lender under
          Section 18.4.  Any such reduction of the amount of the
          Revolving Commitment, whether scheduled or voluntary, shall
          be permanent.

          3.1.2     LIMITATION ON ADVANCES.  No Advance will be made which
          would result in the Revolving Loan exceeding the Maximum
          Available Amount and no Advance will be made on or after the
          Maturity Date.  Lender may, however, in its absolute
          discretion make such Advances, but shall not be deemed by
          doing so to have increased the Maximum Available Amount and
          shall not be obligated to make any such Advances thereafter.
          At any time that there is an Existing Default, the Revolving
          Commitment may be canceled as provided in Section 17.2.  The
          "Maximum Available Amount" on any date shall be a Dollar
          amount equal to (i) the amount of the Revolving Commitment
          on such date, minus (ii) the Letter of Credit Exposure
          (except to the extent that such Advance will be used
          immediately to reimburse Lender for unreimbursed draws on a
          Letter of Credit).  No Advance will be made which would
          cause the ratio of the Revolving Loan to the from time to
          time most recently appraised value of the Vessels in which
          Lender has a first priority Security Interest to exceed
          2/3."

     3.2. LETTER OF CREDIT COMMITMENT.  The amount of the Letter of
     Credit Commitment stated in Section 3.2 of the Original Loan
     Agreement is changed from $2,500,000 to $17,500,000.

     3.3. SECURITY AND GUARANTIES.  The following covenant is added as
     Section 14.16A to the Original Loan Agreement:

          "14.16A.  Borrower covenants and agrees that prior to
          October 15, 1999, (i) Borrower shall execute and deliver to
          Lender, or cause to be executed and delivered to Lender by
          the appropriate Person, ratifications of the existing
          guaranties, satisfactory to Lender, by all of the domestic
          Subsidiaries of Borrower under which they have guarantied
          the timely and full payment and performance of all of the
          Loan Obligations, and (ii) Borrower shall execute and
          deliver to Lender one or more Security Agreements, or
          amendments of existing security agreements, that are
          satisfactory to Lender and grant or confirm existing grants
          to Lender of Security Interests under the UCC in all stock
          held by Borrower of the domestic Subsidiaries of Borrower
          and 65% of the outstanding stock of the non-domestic
          Subsidiaries of Borrower."

4.   REPRESENTATIONS AND WARRANTIES OF BORROWER.  Borrower hereby
represents and warrants to Lender that (i) execution of this Amendment
has been duly authorized by all requisite action of Borrower; (ii) no
consents are necessary from any third parties for Borrower's execution,
delivery or performance of this Amendment, (iii) this Amendment and the
Loan Agreement as amended hereby constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with
their terms, except to the extent that the enforceability thereof
against Borrower may be limited by bankruptcy, insolvency or other laws
affecting the enforceability of creditors rights generally or by equity
principles of general application, (iv) all of the representations and
warranties contained in Section 12 of the Original Loan Agreement are
true and correct in all material respects with the same force and effect
as if made on and as of the effective date of this Amendment, (v) there
is no Existing Default, and (vi) no

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Default or Event or Default will occur immediately or with the passage
of time or giving of notice as a consequence of this Amendment becoming
effective.


5.   EFFECT OF AMENDMENT.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or
remedy of Lender under the Loan Agreement or any of the other Loan
Documents, nor constitute a waiver of any provision of the Loan
Agreement, any of the other Loan Documents or any Existing Default, nor
act as a release or subordination of the Security Interests of Lender
under the Security Documents.  Each reference in the Loan Agreement to
"the Agreement", "hereunder", "hereof", "herein", or words of like
import, shall be read as referring to the Loan Agreement as amended
hereby.

6.   REAFFIRMATION.  Borrower hereby acknowledges and confirms that (i)
except as expressly amended hereby the Original Loan Agreement and other
Loan Documents remain in full force and effect, (ii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan
Documents, (iii) the Security Interests of Lender under the Security
Documents continue in full force and effect and have the same priority
as before this Amendment, and (iv) Borrower has no claim against Lender
arising from or in connection with the Loan Agreement or the other Loan
Documents.

7.   COUNTERPARTS.  This Amendment may be executed by the parties
hereto on any number of separate counterparts, and all such counterparts
taken together shall constitute one and the same instrument.  It shall
not be necessary in making proof of this Amendment to produce or account
for more than one counterpart signed by the party to be charged.

8.   COUNTERPART FACSIMILE EXECUTION.  This Amendment, or a signature
page thereto intended to be attached to a copy of this Amendment, signed
and transmitted by facsimile machine or telecopier shall be deemed and
treated as an original document.  The signature of any person thereon,
for purposes hereof, is to be considered as an original signature, and
the document transmitted is to be considered to have the same binding
effect as an original signature on an original document.  At the request
of any party hereto, any facsimile or telecopy document is to be re-
executed in original form by the Persons who executed the facsimile or
telecopy document.  No party hereto may raise the use of a facsimile
machine or telecopier or the fact that any signature was transmitted
through the use of a facsimile or telecopier machine as a defense to the
enforcement of this Amendment.

9.   REPRODUCTIONS AS EVIDENCE.  This Amendment, the Original Loan
Agreement, and the other Loan Documents, including but not limited to
(a) consents, waivers, amendments, and modifications which may hereafter
be executed, and (b) financial statements, certificates and other
                  -
information previously or hereafter furnished to Lender, may be
reproduced by Lender by any photographic, photostatic, microfilm,
microcard, miniature photographic, computer imaging or other similar
process and may destroy any original document so reproduced.  Any such
reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original
is in existence and whether or not such reproduction was made in the
regular course of business of lender) and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.

10.  GOVERNING LAW; NO THIRD PARTY RIGHTS.  This Amendment and the
rights and obligations of the parties hereunder shall be governed by and
construed and interpreted in accordance with the internal laws of the
State of Missouri applicable to contracts made and to be performed
wholly within such state, without regard to choice or conflict of laws
provisions.

11.  INCORPORATION BY REFERENCE.  Lender and Borrower hereby agree that
all of the terms of the Loan Documents are incorporated in and made a
part of this Amendment by this reference.

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12.  STATUTORY NOTICE.  The following notice is given pursuant to
Section 432.045 of the Missouri Revised Statutes; nothing contained in
such notice will be deemed to limit or modify the terms of the Loan
Documents or this Amendment:

     ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT
     OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
     PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.
     TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM
     MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
     COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH
     IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
     BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO
     MODIFY IT.

13.  STATUTORY NOTICE--INSURANCE.  The following notice is given
pursuant to Section 427.120 of the Missouri Revised Statutes; is deemed
incorporated into the Loan Agreement, and nothing contained in such
notice shall be deemed to limit or modify the terms of the Loan
Documents.

     UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE
     REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE
     INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR
     COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR
     INTERESTS.  THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY
     CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN
     CONNECTION WITH THE COLLATERAL.  YOU MAY LATER CANCEL ANY
     INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE
     THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR
     AGREEMENT.  IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU
     WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE,
     INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER
     CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF
     THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION
     OR EXPIRATION OF THE INSURANCE.  THE COSTS OF THE INSURANCE
     MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR
     OBLIGATION.  THE COSTS OF THE INSURANCE MAY BE MORE THAN THE
     COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

                    [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by appropriate duly authorized officers as of the effective
date first above written.


INTRAV, INC.                       NATIONSBANK, N.A.
by its Executive Vice President    by its Senior Vice President
and Chief Financial Officer

/s/ Wayne L. Smith II              /s/ Keith M. Schmelder
---------------------              ----------------------
    Wayne L. Smith II                  Keith M. Schmelder
Notice Address:                    Notice Address:
7711 Bonhomme Avenue               800 Market Street
St. Louis, MO  63105               St. Louis, MO  63101
FAX # 314-727-2533                 FAX # 314-466-7783
TEL # 314-727-0500                 TEL # 314-466-6642

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