EXHIBIT 10.1

                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT is made and entered into as of _______,  2000, by
and between TRAVELNSTORE.COM, INC., a California corporation (the "Company") and
SANTA BARBARA BANK & TRUST, as escrow agent (the "Escrow Agent"), with reference
to the following facts.

         A. The  Company is  proposing  to issue to the  public up to  1,500,000
shares of its Common Stock (the "Offering") pursuant to a Registration Statement
on Form  SB-2 (the  "Registration  Statement")  filed  with the  Securities  and
Exchange  Commission.  Pursuant  to the  Offering,  the  Company  would  realize
proceeds of up to $14,250,000.

         B. As part of the  Offering,  the  Company  has agreed to deposit  into
escrow (the "Escrow") the proceeds received from  subscriptions for shares until
it  has  received   acceptable   subscriptions  for  shares  with  an  aggregate
subscription  price of not less than  $3,000,000.  The Company  proposes that it
will  terminate the Offering and return to the  investors  all funds  previously
deposited into the Escrow if it has not received acceptable  subscriptions for a
total of  $3,000,000  within 90 days  after  the date on which the  Registration
Statement is declared effective.

         C. The  parties  desire to enter into this  Agreement  for  purposes of
establishing the Escrow to hold the subscription  proceeds until the Company has
received at least $3,000,000 in proceeds received from subscriptions for shares.

         NOW,  THEREFORE,  in  consideration  of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Escrow Agent agree as follows:

1.       Escrow Funds.

         1.1  Deposit.  During the term of this  Agreement,  the  Company  shall
deposit with Escrow Agent the funds (the "Escrow Funds") received from investors
in  connection  with the  Offering.  The Company  shall use its best  efforts to
deposit all Escrow Funds with Escrow  Agent by 12:00 noon on the first  business
day following  the date on which the Company  receives the Escrow Funds from the
investors.  Escrow Agent shall have no obligation  to verify  whether or not the
Company  has  timely  delivered  any or all of the  Escrow  Funds  and  shall be
authorized to accept all Escrow Funds from the Company regardless of the date on
which the Escrow  Funds are  delivered  to the Escrow Agent or the date on which
they were received by the Company from the investors.

         1.2 Receipt of Escrow  Funds.  Escrow Agent shall have no obligation to
accept the  Company's  delivery of any Escrow Funds unless and until the Company
has  delivered  to  Escrow  Agent  written  notice  under  Section  5.1 that the
Registration  Statement  has  been  declared  effective.  If any  check  or wire
transfer  for any Escrow  Funds does not clear  normal  banking  channels in due
course,  Escrow Agent will promptly  notify the Company and return such check to
the Company or cancel such wire transfer.

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         1.3 Holding and  Investment.  Escrow  Agent shall hold the Escrow Funds
pursuant  to the terms  hereof and shall  invest  the  Escrow  Funds only in (a)
interest-bearing savings accounts and bank money-market accounts, (b) short-term
certificates  of deposit issued by a bank, (c) short-term  securities  issued or
guaranteed  by the U.S.  Government  or (d) any  combination  of the  foregoing.
Escrow  Agent shall  retain all interest  upon  invested  Escrow Funds and shall
distribute  such  accumulated  interest to the Company upon  distribution of the
Escrow  Funds.  Escrow Agent shall not be required to set up  individual  escrow
accounts for each investor's funds, but shall deposit all of the Escrow Funds in
one general escrow account in the name of the Company.

         1.4 General Instructions. Escrow Agent shall establish and maintain the
Escrow in  accordance  with and  subject  to Escrow  Agent's  general  rules and
regulations applicable to this type of escrow account.

         1.5 Stop Order.  During the period from and after the date on which the
Company  delivers to Escrow Agent written notice under Section 5.1 hereof that a
stop order has been entered with  respect to the  Registration  Statement or the
effectiveness  of the  Registration  Statement  otherwise has been suspended and
through the date on which the Company  delivers to Escrow Agent  written  notice
that the stop order or other  suspension has been  terminated  (the  "Suspension
Period"),  Escrow  Agent  shall  continue  to hold any Escrow  Funds  previously
delivered by the Company,  but shall have no  obligation to accept the Company's
delivery of any additional Escrow Funds.  During the Suspension  Period,  Escrow
Agent shall hold all Escrow Funds previously  delivered to it in accordance with
the terms of this  Agreement;  provided that Escrow Agent shall not disburse any
of such Escrow Funds except in  accordance  with the  provisions  of Section 2.3
hereof.


         1.6 Additional Escrow Funds. The parties intend that the Escrow will be
used for  purposes  of holding  the Escrow  Funds  only  until the  Company  has
received  Escrow  Funds in the  amount of  $3,000,000  which are  sufficient  to
satisfy the minimum offering requirements under the Registration Statement. Even
so,  Escrow  Agent  agrees  that  Escrow  Funds in excess of  $3,000,000  may be
deposited into the Escrow and that the Escrow shall continue until terminated in
accordance with the provisions of Section 4 hereof.

2.       Payment of Escrow Funds.

         2.1 Closing of Offering.

                  2.1.1 Initial  Closing.  Subject to the  provisions of Section
1.5 and hereof, so long as:

                           A. the amount of the Escrow  Funds,  exclusive of any
         interest or other amount accrued on the Escrow Funds,  is then not less
         than Two Million Dollars ($3,000,000); and

                           B.  the  written  instructions  described  below  are
         delivered  by the  Company to Escrow  Agent no later than 90 days after
         the effective date of the Registration Statement;

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Escrow  Agent shall  disburse  to the  Company  all of the Escrow  Funds and all
interest  and other  amounts  accrued  thereon  within  five (5) days  after its
receipt of written instructions from the President of the Company or issued by a
court of competent jurisdiction confirming that (i) the Company has accepted the
subscriptions  for  the  Escrow  Funds  then  held by  Escrow  Agent,  (ii)  the
Registration  Statement is then effective and no stop order or other  suspension
is then  effective with respect to the  Registration  Statement or the offering,
and (iii) the other terms and conditions of the Offering relating to such Escrow
Funds have been fully satisfied.  Escrow Agent may condition its disbursement of
the Escrow  Funds on its  receipt of such  acknowledgments,  receipts  and other
documents as it  reasonably  may request for purposes of  confirming  compliance
with the terms of this Agreement.

         2.2 Abandonment of Offering.  In the event that the Company abandons or
otherwise  fails to close the  Offering,  whether  because  the  Company has not
timely raised the minimum  investment or otherwise,  the Company  promptly shall
provide written notice thereof to Escrow Agent and, at Escrow Agent's  election,
shall  authorize  Escrow  Agent to disburse the Escrow Funds then held by Escrow
Agent  either (a)  directly to the  investors  or (b) to the Company for further
delivery to the  investors.  If Escrow Agent elects to disburse the Escrow Funds
directly to the investors,  the Company shall promptly provide Escrow Agent with
a list of names,  addresses  and  amounts  of the  investment  by the  Company's
President to be true, correct and complete.  Promptly after its disbursal of the
Escrow  Funds to the  investors,  Escrow  Agent  shall  deliver to the Company a
written statement showing the amount disbursed to each investor. If Escrow Agent
delivers the Escrow Funds to the Company for further  delivery to the investors,
the Company shall, within ten (10) business days after its receipt of the Escrow
Funds from Escrow  Agent,  (x) effect the  delivery of the Escrow  Funds and (y)
deliver to Escrow Agent written  confirmation that the Company has delivered the
Escrow  Funds  to the  investors;  provided  that  Escrow  Agent  shall  have no
obligation to confirm that the Escrow Funds have been delivered to the investors
or to compel the Company to provide the written confirmation to Escrow Agent.

         2.3 90-Day Date.  Promptly  after the  Registration  Statement has been
declared  effective,  the Company  shall advise Escrow Agent of the date 90 days
after such  effective date (the "90-Day Date") by which the Company is obligated
to have received  acceptable  subscriptions for at least $3,000,000.  If, on the
90-Day Date,  Escrow Agent has not previously  disbursed any of the Escrow Funds
to the Company  under  Section  2.1.1 above and does not then hold Escrow Funds,
exclusive of interest and other  amounts  accrued  thereon,  in the amount of at
least $3,000,000, Escrow Agent may, on five (5) days prior written notice to the
Company,  terminate  the Escrow and disburse the Escrow Funds to the Company for
the  specific  purposes  of the  Company's  refund  of the  Escrow  Funds to the
investors.  If Escrow Agent  delivers the Escrow Funds to the Company for refund
to the  investors,  the Company  shall,  within ten (10) business days after the
Escrow Agent's delivery of the Escrow Funds, (x) effect the refund of the Escrow
Funds to the investors and (y) deliver to Escrow Agent written confirmation that
the Company has refunded the Escrow Funds to the investors; provided that Escrow
Agent  shall  have no  obligation  to confirm  that the  Escrow  Funds have been
delivered  to the  investors  or to compel the  Company to provide  the  written
confirmation to Escrow Agent.

3.       Escrow Agent.

         3.1 Compensation.  The Company shall pay Escrow Agent such compensation
and shall  reimburse the Escrow Agent for costs and expenses in accordance  with
Escrow Agent's current fee  schedule.

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         3.2  Duties of  Escrow  Agent.  Escrow  Agent  shall  have no duties or
responsibilities under this Agreement other than those specifically set forth in
this  Agreement,  and will act only in  accordance  with the  provisions of this
Agreement.  Escrow  Agent  shall  be  protected  in  acting  upon  any  document
reasonably  believed by it to be genuine and containing  what purports to be the
signature  of the  President  of the  Company  or a  certified  copy  of a final
nonappealable order issued by a court of competent jurisdiction.

         3.3  Indemnity.  The Company  shall  indemnify,  defend and hold Escrow
Agent, and each of its officers,  directors,  employees and agents harmless from
and against any and all claims,  costs,  demands,  judgments,  losses,  damages,
liabilities and expenses (including,  without limitation,  reasonable attorneys'
fees and disbursements)  arising out of or in connection with any act or failure
to act  (other  than by  reason of such  person's  willful  misconduct  or gross
negligence)  on the part of such  person in  connection  with any of the  duties
required to be performed by Escrow Agent hereunder.

         3.4 Interpleader.  In the event of any controversy  arising  hereunder,
Escrow Agent may (but shall not be required to) interplead the Escrow Funds with
a court of competent  jurisdiction  and,  defer the  distribution  of any of the
Escrow Funds until its receipt of instructions from the court. The costs of such
interpleader shall be borne by the Company.

         3.5 Compliance With Instructions.  Escrow Agent does not have and shall
not be  deemed  to  have  any  responsibility  in  respect  of any  instruction,
certificate  or notice  delivered to it other than  faithfully  to carry out the
obligations  undertaken in this  Agreement and to follow the  directions in such
instruction or notice provided in accordance with the terms hereof.

         3.6  Limitation.  Escrow  Agent is not and  shall  not be  deemed to be
liable for any action  taken or omitted by it in good faith and may relay  upon,
and act in accordance  with, the advice of its counsel without  liability on its
part for any action  taken or omitted in  accordance  with such  advice.  In any
event,  its  liability  hereunder  shall  be  limited  to  liability  for  gross
negligence, willful misconduct or bad faith on its part.

         3.7  Reliance.  Escrow  Agent  may  conclusively  rely  upon and act in
accordance with any certificate,  instruction,  notice,  letter,  facsimile,  or
other written instrument believed by it to be genuine and to have been signed by
the proper party or parties.

         3.8 Legal  Action.  Escrow  Agent  shall not be  required to defend any
legal  proceeding  which may be instituted  against it in respect of the subject
matter  of  this  Agreement  unless  requested  to  do  so by  the  Company  and
indemnified by the Company to Escrow Agent's  satisfaction  against the cost and
expense of such defense by the party requesting such defense.  If any such legal
proceeding  is instituted  against it,  Escrow Agent shall  promptly give notice
thereof to the Company.  Escrow  Agent shall not be required to institute  legal
proceedings of any kind.

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         3.9 No Waiver.  Escrow  Agent  shall not,  by act,  delay,  omission or
otherwise, be deemed to have waived any right or remedy it may have either under
this  Agreement or  generally,  unless such waiver be in writing,  and no waiver
shall be valid unless it is in writing,  signed by Escrow Agent, and only to the
extent  expressly  therein set forth. A waiver by Escrow Agent under any term of
this Agreement shall not be construed as a bar to, or waiver of, the same or any
other such right or remedy which it would otherwise have on any other occasion.

         3.10  Resignation.  Escrow Agent may resign as such hereunder by giving
thirty (30) days written notice thereof to the Company.  Within twenty (20) days
after receipt of such notice,  the Company shall furnish to Escrow Agent written
instructions  for the release of the Escrow Funds to a  substitute  Escrow Agent
which (whether  designated by written  instructions  from the Company or, in the
absence  thereof,  by  instructions  to Escrow  Agent from a court of  competent
jurisdiction)  shall be a bank or trust  company  organized  and doing  business
under the laws of the United States or any state thereof. Such substitute Escrow
Agent  shall  thereafter  hold any Escrow  Funds  received by it pursuant to the
terms of this  Agreement  and otherwise act hereunder as if it were Escrow Agent
originally named herein.  Escrow Agent's duties and  responsibilities  hereunder
shall  terminate upon the release of all of the Escrow Funds then held in escrow
according to such written  instruction or upon such delivery as herein provided.
This  Agreement  shall not  otherwise be  assignable by Escrow Agent without the
prior  written  consent  of  the  Company.

4. Miscellaneous Provisions.

         4.1  Registration  Statement.  The Company shall promptly notify Escrow
Agent in  writing  of the  date on which  the  Registration  Statement  has been
declared. The Company acknowledges that Escrow Agent has not participated in the
preparation of the  Registration  Statement.  The Company shall promptly  notify
Escrow Agent of the entry of any stop order or any other  notion which  suspends
the effectiveness of the Registration  Statement.  Escrow Agent may conclusively
rely on any such  notice  from the  Company  and  shall  have no  obligation  to
independently  confirm the  effectiveness of the  Registration  Statement or the
entry of any stop order or suspension.

         4.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given when actually  received or on the
second business day after being mailed by certified or registered  United States
mail, return receipted, addressed to the party to be notified at the address set
forth on the signature page of this Agreement or such other address as the party
may provide for such purpose.

         4.3 Partial Invalidity. Each term and provision of this Agreement shall
be valid and enforceable to the fullest extent  permitted by law. If any term or
provision  of  this  Agreement  or the  application  thereof  to any  person  or
circumstance  shall,  to any  extent,  be  invalid  or  unenforceable,  then the
remainder  of this  Agreement  or the  application  of such term or provision to
persons  or  circumstances  other  than  those to which  it is held  invalid  or
unenforceable, shall not be affected thereby.

         4.4 Arbitration.  Unless the relief sought requires the exercise of the
equity  powers of a court of  competent  jurisdiction,  any  dispute  arising in
connection  with the  interpretation  or  enforcement  of the provisions of this
Agreement,  or the  application  or  validity  thereof,  shall be  submitted  to
arbitration.

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Such  arbitration  proceedings  shall be held in Santa Barbara,  California,  in
accordance   with  the  rules  then   obtaining  of  the  American   Arbitration
Association.  This agreement to arbitrate shall be specifically enforceable. Any
award rendered in any such arbitration proceedings shall be final and binding on
each of the parties hereto,  and judgment may be entered thereon in any court of
competent jurisdiction.

         4.5 Governing  Law. All questions with respect to the  construction  of
this  Agreement  and the rights and  liabilities  of the  parties  with  respect
thereto shall be governed by the laws of the State of  California  applicable to
contracts made and to be fully performed in the State of California.

         4.6 Entire Agreement.  This Agreement contains the entire understanding
between  the  parties  relating to the  subject  matter of this  Agreement,  and
supersedes  any prior written or oral  agreements  between them  respecting  the
subject  matter  contained  herein.  There are no  representations,  agreements,
arrangements, or understandings, either oral or written, between or among any of
the Owners  relating to the subject matter of this Agreement which are not fully
expressed herein.

         4.7 Binding  Nature.  This Agreement  shall be binding upon the parties
hereto and their respective  successors and assigns,  provided that Escrow Agent
may not assign its obligations hereunder without the written consent of Company.

         4.8 Reports.  Escrow Agent  shall,  on a monthly  basis or otherwise as
reasonable requested by the Company, provide the Company with a report as to the
balance of the Escrow Funds and the interest earned thereon.

         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Escrow
Agreement as of the day and year first-above written.

SANTA BARBARA BANK & TRUST                                TRAVELNSTORE.COM, INC.


By: ________________________________          By:_______________________________

                                                         Jim B. Tyner, President

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