EXHIBIT 10.18


                                 Loan Agreement


This Loan Agreement is made by and between TravelnStore.com,  Inc. and Berkshire
Capital  Partners.  The purpose of this  Agreement  is to provide  financing  to
TravelnStore.com,  Inc. for the continuing development of the its business plan.
Berkshire  Capital  Partners  agree to provide up to a maximum of  $350,000,  in
advances which shall be multiples of $50,000,  per the terms of this  Agreement.
In  addition  to the  interest  earned on the  principal  amounts  advanced,  as
additional consideration, TravelnStore.com, Inc. herein grants Berkshire Capital
Partners  an  Option  to  convert  the any  balance  due  into  Common  Stock of
TravelnStore.com, Inc.

Berkshire Capital Partners  acknowledge,  by advancing funds per this Agreement,
that  TravelnStore.com,  Inc. is a high risk  borrower  based upon its operating
history to date,  that it has performed due  diligence to its  satisfaction  and
that it is both a  sophisticated  and  accredited  investor  as  defined  in the
Securities  and Exchange Act of 1933.  Further,  Berkshire  Capital  Partners is
aware that  TravelnStore.com,  Inc. has filed a Registration  Statement with the
Securities  and Exchange  Commission  for an initial  public  offering of stock.
However, TravelnStore.com,  any makes no representations as to the acceptability
of the  Registration  Statement  or of the  success  of the  offering  contained
therein.

Promissory Note.

TravelnStore.com,  Inc.  herein  acknowledges  receipt of the initial advance of
$50,000 as a loan from Berkshire Capital Partners,  and herein promises to repay
said sum, in United  States  currency,  to the Holder of this Note, on or before
May 30, 2000, plus interest calculated at the rate of 8% per annum from the date
set forth below through the date of repayment. Further,  TravelnStore.com,  Inc.
agrees to repay,  in like  manner,  on or before  May 30,  2000,  plus  interest
calculated at the rate of 8% per annum,  any  additional  sums advanced per this
Agreement from the date of each advance.

Conversion Option.

At any time, prior to acceptance of any full or partial repayment of the balance
and any accrued interest thereon, Noteholder may elect to convert said repayment
and/or any remaining balance of this Note, to common stock of  TravelnStore.com,
Inc., at the rate of $2.00 per share.

Additional Terms.

If default is made in the payment of any  installment  of  principal or interest
due under the terms of this Note and if default is not  vacated  within ten (10)
days after the due date thereof, the holder of this The shall have the option to
declare the entire principal sum and accrued  interest,  if any, due and payable
without notice. Failure to exercise this option shall not constitute a waiver of
the  right  exercise  the same in the  event  of any  continuing  or  subsequent
default.

The maker waives demand,  notice,  protests,  and diligence and further promises
that if this note is not fully  paid as above  provided,  the maker will pay all
costs and expenses,  including a reasonable attorney's fee, that may be incurred
in collecting this Note or any part thereof.

Subject only to the Conversion Option contained herein, the maker shall have the
right to repay the principal amount, or any part thereof, without penalty at any
time.

Executed this 21st day of December, 1999 at Camarillo, CA, County of Ventura.

---------------------------------------
Jim Tyner, Chairman of the Board
TravelnStore.com, Inc.