EXHIBIT  4.10

TravelnStore LLC

                          Convertible Note Certificate

This Note is issued by TravelnStore LLC, a California corporation. The Holder of
the Note, having reviewed the Private  Placement  Memorandum dated June 15, 1999
and by  executing  the  Subscription  Agreement  contained  within  the  Private
Placement  Memorandum,  agrees to be bound by the terms and conditions contained
herein and the terms and conditions set forth in the Subscription Agreement.

General Description.

This Note is one of 15 total  authorized  Notes,  which may be issued  under the
Private  Placement of June 15, 1999.  The Company has sole  discretion as to how
many and at what  point in time  each,  any,  or all of the Notes may be issued.
Each Note will  have a face  amount of  $15,000  and shall  bear  interest  at 6
percent from the date of subscription. Regardless of when issued, all Notes will
mature  December 31, 2000,  at which time the  principal,  accrued  interest and
stock option repurchase will be due.

Conversion.

Only upon the  registration/qualification  of common  shares to be issued by the
Company,  in  a  public  offering,  by  the  governmental   authorities  of  the
jurisdictions in which the shares are to be publicly  offered,  may this Note be
converted to equity in the Company. However, the Company may offer to accelerate
this  conversion  right.  This  conversion  is through the exercise of the Stock
Option,  set forth below.  The Option  provides  that the holder of the Note may
elect to convert all sums due thereunder at the time of conversion to the number
of shares to be issued,  that in aggregate  total $50,000 at the price per share
set as the offering price under the registration.

Stock Option.

The Holder of this Note is herein  granted an exclusive  option to purchase,  in
aggregate, the required number of shares calculated at the public offering price
to equal a total  value of $50,000  at such time as the  Company  registers  and
offers for sale,  common  shares in the Company,  to the public in a registered,
initial  public  offering.  The Company  acknowledges  that it is granting  this
Option for good value received from the subscriber of this Note. The total price
for the  aforementioned  shares will be the total  amount due under the terms of
this Note, inclusive of principal, interest, and Option Repurchase Agreement.

Stock Option Repurchase Agreement.

Should the Company fail,  for any reason,  to make a registered  initial  public
offering of common  stock  prior to December  31,  2000,  the Company  agrees to
repurchase  from the Holder of this Note, the Stock Option granted  herein.  The
price that the Company will be obligated to pay is $15,000, which will be due on
December  31,  2000.  This amount is in addition  to the  principal  and accrued
interest,  which  will be  concurrently  due on said date.  Further,  should the
Company  subscribe a minimum of $2,000,000 in its initial public  offering,  the
Holder may request an early  repayment  of this Note.  Such  repayment  would be
inclusive of the original  principal  and all accrued  interest.  Should  Holder
request early repayment,  the Stock Option  Repurchase price shall be reduced to
$7,500.

Subordination.

This Note is a general  obligation of the Issuer.  It will be subordinate to any
debt senior in status.

No Third Party Guaranty.

No third party has, is, or is expected to guarantee  the  repayment of this Note
or any interest accrued or due.

Security.

This Note is a general  obligation  of the Issuer.  No interest in any property,
either  personal or real, is being pledged or assigned as collateral or security
for this Note.


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Jurisdiction.

Any  dispute  arising  from the  granting  or  repayment  of this Note  shall be
adjudicated in the County of Ventura, State of California.

Attorney Fees.

Should any  action be  required  to enforce  the  provisions  of this Note,  the
prevailing party shall be entitled to reasonable attorney fees and costs.

In exchange for $15,000,  receipt hereby  acknowledged,  TravelnStore.com,  Inc.
issues  to_____________________________ this Convertible Note this_______ day of
______________, 1999.


________________________________                ________________________________
Jim Tyner for                                   Yula Greco for
TravelnStore.com, Inc.                          TravelnStore.com, Inc.