EXHIBIT 4.3

                             SUBSCRIPTION AGREEMENT
                                       FOR
                             TRAVELNSTORE.COM, INC.


TravelnStore.Com, Inc.
1100 Paseo Camarillo
Camarillo, California  93012
Attn: Jim B Tyner, Chairman

Gentlemen:

         I am delivering  this Agreement for the purpose of subscribing  for the
number of  shares  of  Common  Stock of  TravelnStore.Com,  Inc.,  a  California
corporation  ("TravelnStore.Com")  set  forth on the  Registration  page of this
Subscription Agreement.

1.       Subscription  for Shares.  I agree to purchase  the number of shares of
Common Stock (the "Shares") indicated on the Registration page and tender to the
Company a check for the full  amount of the  purchase  price for the  Shares.  I
acknowledge  that the minimum  acceptable  subscription is Two Hundred Ten (210)
Shares at a  subscription  price of Nine  Dollars  and Fifty  Cents  ($9.50) per
Share,  for an  aggregate  subscription  price  of  One  Thousand  Nine  Hundred
Ninety-Five  Dollars  ($1,995.00).  If the  number  of Shares  specified  on the
Registration  page does not comply  with these  requirements,  the  Company  may
reject my subscription.  The Company shall have no obligation to notify me prior
to its rejection of this  subscription or that the number of Shares specified on
the Registration page does not comply with the foregoing requirement.

2.       Terms  of  Subscription.  I  am  tendering  this  subscription  on  the
following terms and conditions.

         a. I may rescind my subscription at any time prior to the time that the
Company  accepts my  subscription.  If I exercise  this right,  my funds will be
returned to me, without interest.

         b. The Company may, in its sole  discretion,  reject my subscription in
whole or in part. No cancellation  fee will be charged if the Company rejects my
subscription.

3.       Representations and Acknowledgments.  I hereby represent and warrant to
the Company as follows in connection with my subscription for the Shares.

         a.  Examination of Risks. I have read and reviewed with my professional
advisors the Company's  Prospectus dated  ______________,  1999, which describes
the Company, the Shares and this Offering.

                  i.  I  recognize  that  the  Company,   its  business  and  my
investment in the Company will be subject to numerous  investment  and operating
risks.

                  ii. I have reviewed the  description  of the risks  associated
with  my  investment  that  are set  forth  in  "Risk  Factors"  section  of the
Prospectus.

         b. Suitability Standards. I represent and warrant as follows:

                  i. if I am an individual, that I, either alone or jointly with
my spouse, satisfy one or more of the following:

                           (1) I have a net worth of at least $250,000.00; or
<PAGE>

                           (2) I have a net  worth of at least  $150,000.00  and
had gross income for each of the 1997 and 1998 tax years of at least  $50,000.00
and I  anticipate  having at least that  level of gross  income for the 1999 tax
year; or

                  ii. if I am not an individual,  that the entity  satisfies one
or more of the following:

                           (1)  the   entity   has  a  net  worth  of  at  least
$250,000.00; or

                           (2) the amount of the  investment  does not exceed 5%
of the entity's total assets.

         c.  Financial  Liquidity;  Risk  of  Loss.  I have  adequate  means  of
providing for my current and future needs and contingencies,  and I have no need
for liquidity in this investment.  I have the financial ability to bear the risk
of this investment and can afford to lose the entire amount of my investment.

         d.  Independent  Investment  Advice.  I have  made such  inquiries  and
investigations as I and my advisers determined to be appropriate for the purpose
of deciding whether to invest in the Company.

         e.  Marketability  of Shares.  I realize that the Company will not list
the Shares for trading on any exchange or the Nasdaq  quotation  system and that
there  will be no ready  market for my resale of any of the  Shares,  that I may
have to hold my Shares indefinitely,  and that I may be unable to sell my Shares
under any  circumstances,  including an  emergency.  I further  realize that the
Company has no  obligation  to list the Shares on any  exchange or in the Nasdaq
quotation system..

INDEMNITY

         I covenant  and agree to indemnify  and hold the  Company,  each of its
officers,  directors,  employees,  attorneys  and  agents,  and  each  of  their
affiliates,  free and  harmless  from and against any loss,  damage or liability
arising from or due to any breach of any of the  representations and warranties,
and from any false  statement,  representation  or omission  contained,  in this
Subscription  Agreement and the Registration Form in connection with my proposed
investment in the Company.


                (Registration form appears on the following page)

<PAGE>


                             TRAVELNSTORE.COM, INC.
                                REGISTRATION FORM

1.       Number of Shares: ________________________ (Minimum of 210 Shares)

2.       Total Purchase Price: ________________________ ($9.50 per Share)

3.       Form of Ownership. Please register ownership of my Shares as follows:

         [ ] Husband and Wife, as community property
         [ ] Married ([ ] Man) ([ ] Woman) as sole and separate property
         [ ] Joint Tenants
         [ ] Tenants in Common
         [ ] Other (Specify: e.g., corporation, partnership,
             trust, single man, etc.):
             ---------------------------------------------------------------

4.       Registered  Name.  The exact  spelling of the  name(s)  under which the
         Shares are to be registered is as follows:

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5.       Taxpayer ID#. _________________________________________________________

6.       Registered Address. Communications should be addressed to the following
         mailing address:

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         Telephone: (_____) ___________         Facsimile: (______) ____________

I DECLARE UNDER PENALTY OF PERJURY THAT THE INFORMATION WHICH I HAVE SUPPLIED IS
TRUE, CORRECT AND COMPLETE IN ALL RESPECTS.

EXECUTED this _________ day of ______________________, 2000, at_________________
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(printed name of subscriber)             (printed name of spouse)

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(signature of subscriber)                (signature of spouse)
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SUBSCRIPTION ACCEPTED:
TravelnStore.Com, Inc.

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By: Jim B. Tyner, Chairman
Dated: _____________________, 2000