EXHIBIT 10.19

                         Modification of Loan Agreement

This  addendum  amends  and  modifies  the Loan  Agreement  made by and  between
TravelnStore.com,  Inc. and Berkshire  Capital Partners dated Dec. 21 1999. This
modification  is limited only to the following  items and all other terms of the
Loan Agreement remain in full force and effect except as set forth below.

1. The Parties agree that the original due date of the  Agreement,  May 30, 2000
is to be extended, by mutual consent, until September 30, 2000.

Executed this 11th day of May 2000 at Camarillo, CA.

  /s/  Jim Tyner                         /s/  Barry Stein
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Jim Tyner, Chairman                      Barry Stein, Berkshire Capital Partners