EXHIBIT 10.15

                                    AMENDMENT
                                       TO
                                LOCK-UP AGREEMENT
                             (Principal Stockholder)

         This  Amendment  to Lock-Up  Agreement  (the  "Amendment")  is made and
entered  as of  _____________,  1999,  by and among  TRAVELNSTORE.COM,  INC.,  a
California  corporation (the "Company"),  and _____________ (the  "Stockholder")
with reference to the following facts.

         A. Stockholder is a principal  stockholder in the Company and is not an
officer or employee of the Company.

         B.  The  Company  has  filed a  Registration  Statement  on  Form  SB-2
(Registration No. 333-78443) (the "Registration  Statement")  covering the offer
and sale of up to 1,000,000 shares of its Common Stock (the "Offering).

         C.  Previously  the parties have entered into a Lock-Up  Agreement (the
Original   Agreement")   pursuant  to  which   Stockholder   agreed  to  certain
restrictions  on his ability to transfer  shares of common  stock of the Company
during the periods specified in the Original Agreement.

         D. The  Company  proposes  to amend the  Original  Agreement  to permit
certain  transfer to charity  that  otherwise  might have been  precluded by the
Original Agreement.

         E.  The  parties  agree  that it is  important  to the  success  of the
Offering that Stockholder agree to the restrictions set forth in this Amendment.

         NOW,  THEREFORE,  in  consideration  of the premises and other valuable
consideration,  Stockholder  hereby  agrees for the  benefit  of the  Company as
follows:

1. Amendment of Section 3. Section 3 of the original Agreement is hereby amended
by adding the following as new Subsection  3.4, which  Subsection 3.4 shall read
in its entirety as follows.

                  3.4  Transfers  to Charity.  Notwithstanding  anything in this
         Agreement to the  contrary,  during the first two (2) years of the term
         of this  Agreement,  Stockholder  may transfer to one or more Charities
         during any calendar  quarter an  aggregate  number of shares equal to a
         number  of  shares  up to  2.5% of the  Shares  beneficially  owned  by
         Stockholder as of the effective date of the Registration  Statement. No
         transfer  to a  charity  shall  be  effective  unless  the  Stockholder
         provides  the Company  both (a), not less than 30 nor more than 60 days
         prior to the date of the proposed donative transfer,  written notice of
         the proposed donative transfer and (b), promptly after the effective of
         the donative  transfer,  written  notice of the  effective  date of the
         donative transfer. For purposes of this Section:

                           3.4.1  the term  "Charities"  means  and  includes  a
         tax-exempt educational,  religious or charitable organization, as those
         terms are defined in Section  501(c)(3) of the Internal Revenue Code of
         1986, as amended; and

                           3.4.2 the term "donative transfer" means any transfer
         made for  donative  purposes or without the payment to or receipt by or
         on behalf of Stockholder of any cash, property or other  consideration.
         For purposes of this Section,  Stockholder's  receipt of or eligibility
         for a


<PAGE>


         deduction,  credit or similar allowance for federal or state income tax
         or estate tax purposes as a result of the transfer  shall not be deemed
         to be the receipt of consideration.  In addition,  a transfer of Shares
         to a charitable  remainder  trust or similar  entity  through which the
         Charity receives a remainder beneficial interest in the Shares shall be
         deemed to be a "donative  transfer" even though the Stockholder has the
         right to receive an annual distribution from the trust or other entity.

2. Continuation.  Except as specifically  amended by the terms and provisions of
this Amendment,  all of the terms and provisions of the Original Agreement shall
continue in full force and effect.

         IN WITNESS  WHEREOF the parties  have  entered  into this  Amendment to
Lock-Up Agreement as of the day and year first above written.


<PAGE>


        "COMPANY"                                      "STOCKHOLDER"

TRAVELNSTORE.COM, INC.,
a California Corporation

By:_______________________________                   ___________________________
   Jim B. Tyner, Chief Executive Officer