SECURITY AGREEMENT

     SECURITY  AGREEMENT (this  "Agreement"),  dated as of December 20, 2002, by
and among Peabodys Coffee, Inc., a Nevada corporation (d/b/a Black Rhino Coffee)
("Company"),  and the  secured  parties  signatory  hereto and their  respective
endorsees, transferees and assigns (collectively, the "Secured Party").

                              W I T N E S S E T H:

     WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof
between  Company and the Secured Party (the "Purchase  Agreement"),  Company has
agreed  to issue to the  Secured  Party  and the  Secured  Party  has  agreed to
purchase from Company certain of Company's 10% Secured  Convertible  Debentures,
due one year from the date of issue (the  "Debentures"),  which are  convertible
into shares of Company's  Common  Stock,  par value $.001 per share (the "Common
Stock"). In connection therewith,  Company shall issue the Secured Party certain
Common  Stock  purchase  warrants  dated as of the date hereof to  purchase  the
number of shares of Common Stock  indicated  below each Secured  Party's name on
the Purchase Agreement (the "Warrants"); and

     WHEREAS,  in order to induce the Secured Party to purchase the  Debentures,
Company has agreed to execute and  deliver to the Secured  Party this  Agreement
for the  benefit  of the  Secured  Party  and to  grant  to it a first  priority
security  interest in certain  property of Company to secure the prompt payment,
performance  and  discharge  in full of all of Company's  obligations  under the
Debentures and exercise and discharge in full of Company's obligations under the
Warrants.

     NOW, THEREFORE, in consideration of the agreements herein contained and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

     1. CERTAIN  DEFINITIONS.  As used in this  Agreement,  the following  terms
shall  have  the  meanings  set  forth in this  Section  1.  Terms  used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
(such as  "general  intangibles"  and  "proceeds")  shall  have  the  respective
meanings given such terms in Article 9 of the UCC.

          (a)  "Collateral"  means the  collateral in which the Secured Party is
granted a security  interest  by this  Agreement  and which  shall  include  the
following,  whether presently owned or existing or hereafter  acquired or coming
into existence,  and all additions and accessions  thereto and all substitutions
and  replacements  thereof,  and all  proceeds,  products and accounts  thereof,
including,  without  limitation,  all proceeds  from the sale or transfer of the
Collateral  and of  insurance  covering  the  same  and of any  tort  claims  in
connection therewith:

               (i) All Goods of the Company, including, without limitations, all
          machinery, equipment, computers, motor vehicles, trucks, tanks, boats,
          ships,  appliances,  furniture,  special and general tools,  fixtures,
          test and quality control devices and other equipment of every kind and
          nature and wherever situated, together with all documents of title and
          documents representing the same, all

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          additions and accessions  thereto,  replacements  therefor,  all parts
          therefor,  and all  substitutes for any of the foregoing and all other
          items used and useful in connection with the Company's  businesses and
          all improvements thereto (collectively, the "Equipment"); and

               (ii) All Inventory of the Company; and

               (iii)  All  of  the   Company's   contract   rights  and  general
          intangibles, including, without limitation, all partnership interests,
          stock  or  other   securities,   licenses,   distribution   and  other
          agreements,  computer software development rights, leases, franchises,
          customer  lists,  quality  control  procedures,   grants  and  rights,
          goodwill,  trademarks,  service  marks,  trade  styles,  trade  names,
          patents, patent applications, copyrights, deposit accounts, and income
          tax refunds (collectively, the "General Intangibles"); and

               (iv) All  Receivables  of the  Company  including  all  insurance
          proceeds,  and rights to refunds or indemnification  whatsoever owing,
          together with all instruments, all documents of title representing any
          of the foregoing,  all rights in any merchandising,  goods, equipment,
          motor vehicles and trucks which any of the same may represent, and all
          right, title, security and guaranties with respect to each Receivable,
          including any right of stoppage in transit; and

               (v)  All of the  Company's  documents,  instruments  and  chattel
          paper, files,  records,  books of account,  business papers,  computer
          programs  and  the  products  and  proceeds  of all  of the  foregoing
          Collateral set forth in clauses (i)-(iv) above.

          (b)  "Company"  shall  mean,  collectively,  Company  and  all  of the
subsidiaries  of Company,  a list of which is contained in Schedule A,  attached
hereto.

          (c)  "Obligations"  means all of the Company's  obligations under this
Agreement and the Debentures,  in each case, whether now or hereafter  existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or  unliquidated,  whether or not jointly owed with  others,  and whether or not
from time to time  decreased or  extinguished  and later  decreased,  created or
incurred,  and all or any portion of such  obligations or  liabilities  that are
paid,  to the  extent all or any part of such  payment  is avoided or  recovered
directly  or  indirectly  from the  Secured  Party as a  preference,  fraudulent
transfer  or  otherwise  as  such  obligations  may  be  amended,  supplemented,
converted, extended or modified from time to time.

          (d) "UCC" means the Uniform Commercial Code, as currently in effect in
the State of New York.

     2. GRANT OF SECURITY  INTEREST.  As an inducement  for the Secured Party to
purchase  the  Debentures  and  to  secure  the  complete  and  timely  payment,
performance  and  discharge  in  full,  as  the  case  may  be,  of  all  of the
Obligations,  the Company  hereby,  unconditionally  and  irrevocably,  pledges,
grants and hypothecates to the Secured Party, a continuing security interest in,
a continuing first lien upon, an unqualified right to possession and disposition
of and a right

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of set-off against,  in each case to the fullest extent permitted by law, all of
the Company's right,  title and interest of whatsoever kind and nature in and to
the Collateral (the "Security Interest").

     3.  REPRESENTATIONS,  WARRANTIES,  COVENANTS AND AGREEMENTS OF THE COMPANY.
The Company  represents  and warrants  to, and  covenants  and agrees with,  the
Secured Party as follows:

          (a) The Company has the  requisite  corporate  power and  authority to
enter into this Agreement and otherwise to carry out its obligations thereunder.
The execution, delivery and performance by the Company of this Agreement and the
filings  contemplated  therein have been duly authorized by all necessary action
on the part of the  Company and no further  action is  required by the  Company.
This Agreement  constitutes a legal, valid and binding obligation of the Company
enforceable  in  accordance  with its  terms,  except as  enforceability  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting the enforcement of creditor's rights generally.

          (b) The  Company  represents  and  warrants  that it has no  place  of
business or offices where its  respective  books of account and records are kept
(other than  temporarily  at the offices of its  attorneys  or  accountants)  or
places where Collateral is stored or located,  except as set forth on Schedule A
attached hereto;

          (c) Except as provided on Schedule C, the Company is the sole owner of
the Collateral (except for non-exclusive  licenses granted by the Company in the
ordinary course of business),  free and clear of any liens,  security interests,
encumbrances,  rights or claims,  and is fully  authorized to grant the Security
Interest  in and to pledge the  Collateral.  Except as  provided  on Schedule C,
there is not on file in any  governmental  or  regulatory  authority,  agency or
recording office an effective financing statement,  security agreement,  license
or  transfer or any notice of any of the  foregoing  (other than those that have
been filed in favor of the Secured Party pursuant to this Agreement) covering or
affecting  any of the  Collateral.  Except as provided on Schedule C, so long as
this Agreement  shall be in effect,  the Company shall not execute and shall not
knowingly  permit to be on file in any such office or agency any such  financing
statement  or other  document  or  instrument  (except  to the  extent  filed or
recorded in favor of the Secured Party pursuant to the terms of this Agreement).

          (d) The Company  shall  promptly  take all steps  necessary  to pay or
discharge taxes, liens or any other encumbrances at any time levied on placed on
or threatened  against the  Collateral,  including but not limited to any taxes,
liens, security interests or encumbrances described in Schedule C.

          (e)  No  part  of  the   Collateral   has  been   judged   invalid  or
unenforceable.  No written claim has been  received  that any  Collateral or the
Company's use of any  Collateral  violates the rights of any third party.  There
has been no adverse  decision to the Company's  claim of ownership  rights in or
exclusive  rights to use the Collateral in any  jurisdiction or to the Company's
right to keep and maintain such  Collateral in full force and effect,  and there
is no proceeding  involving said rights pending or, to the best knowledge of the
Company,   threatened  before  any  court,  judicial  body,   administrative  or
regulatory agency, arbitrator or other governmental authority.

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          (f) The Company  shall at all times  maintain its books of account and
records  relating to the  Collateral at its principal  place of business and its
Collateral at the locations set forth on Schedule A attached  hereto and may not
relocate  such books of account  and records or  tangible  Collateral  unless it
delivers  to the  Secured  Party at least 30 days prior to such  relocation  (i)
written notice of such  relocation  and the new location  thereof (which must be
within  the  United  States)  and  (ii)  evidence  that  appropriate   financing
statements and other necessary  documents have been filed and recorded and other
steps have been taken to perfect the Security Interest to create in favor of the
Secured  Party valid,  perfected  and  continuing  first  priority  liens in the
Collateral.

          (g) This  Agreement  creates  in favor  of the  Secured  Party a valid
security interest in the Collateral  securing the payment and performance of the
Obligations and, upon making the filings described in the immediately  following
sentence,  a perfected  first  priority  security  interest in such  Collateral.
Except for the filing of financing  statements  on Form-1 under the UCC with the
jurisdictions  indicated on Schedule B, attached  hereto,  no  authorization  or
approval of or filing with or notice to any governmental authority or regulatory
body  is  required  either  (i)  for  the  grant  by  the  Company  of,  or  the
effectiveness  of, the Security  Interest  granted  hereby or for the execution,
delivery  and  performance  of this  Agreement  by the  Company  or (ii) for the
perfection  of or  exercise  by the  Secured  Party of its rights  and  remedies
hereunder.

          (h) On the date of  execution  of this  Agreement,  the  Company  will
deliver to the Secured Party one or more  executed UCC  financing  statements on
Form-1 with respect to the Security  Interest for filing with the  jurisdictions
indicated on Schedule B, attached hereto and in such other  jurisdictions as may
be requested by the Secured Party.

          (i) The execution, delivery and performance of this Agreement does not
conflict with or cause a breach or default, or an event that with or without the
passage of time or  notice,  shall  constitute  a breach or  default,  under any
agreement  to which the Company is a party or by which the Company is bound.  No
consent (including,  without limitation,  from stock holders or creditors of the
Company) is required  for the Company to enter into and perform its  obligations
hereunder.

          (j) The Company  shall at all times  maintain  the liens and  Security
Interest  provided for hereunder as valid and perfected first priority liens and
security  interests in the  Collateral  in favor of the Secured Party until this
Agreement  and the  Security  Interest  hereunder  shall  terminate  pursuant to
Section 11. The  Company  hereby  agrees to defend the same  against any and all
persons.  The Company shall safeguard and protect all Collateral for the account
of the Secured Party. At the request of the Secured Party, the Company will sign
and  deliver to the  Secured  Party at any time or from time to time one or more
financing  statements  pursuant to the UCC (or any other applicable  statute) in
form  reasonably  satisfactory  to the  Secured  Party  and will pay the cost of
filing the same in all public  offices  wherever  filing is, or is deemed by the
Secured Party to be, necessary or desirable to effect the rights and obligations
provided for herein.  Without  limiting the  generality  of the  foregoing,  the
Company shall pay all fees,  taxes and other  amounts  necessary to maintain the
Collateral and the Security Interest hereunder, and the Company shall obtain and
furnish to the Secured Party from time to time, upon demand, such

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releases  and/or  subordinations  of claims and liens  which may be  required to
maintain the priority of the Security Interest hereunder.

          (k) The Company  will not  transfer,  pledge,  hypothecate,  encumber,
license  (except  for  non-exclusive  licenses  granted  by the  Company  in the
ordinary course of business), sell or otherwise dispose of any of the Collateral
without the prior written consent of the Secured Party.

          (l) The Company shall keep and preserve its  Equipment,  Inventory and
other  tangible  Collateral  in good  condition,  repair and order and shall not
operate or locate any such  Collateral  (or cause to be  operated or located) in
any area excluded from insurance coverage.

          (m) The Company  shall,  within ten (10) days of  obtaining  knowledge
thereof,  advise the  Secured  Party  promptly,  in  sufficient  detail,  of any
substantial  change in the Collateral,  and of the occurrence of any event which
would have a material  adverse  effect on the value of the  Collateral or on the
Secured Party's security interest therein.

          (n) The  Company  shall  promptly  execute  and deliver to the Secured
Party such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take
such further  action as the Secured  Party may from time to time request and may
in its sole  discretion  deem  necessary  to  perfect,  protect or  enforce  its
security interest in the Collateral including, without limitation, the execution
and delivery of a separate  security  agreement  with  respect to the  Company's
intellectual property  ("Intellectual Property Security Agreement") in which the
Secured Party has been granted a security interest hereunder, substantially in a
form  acceptable to the Secured  Party,  which  Intellectual  Property  Security
Agreement,  other than as stated  therein,  shall be subject to all of the terms
and conditions hereof.

          (o) The Company shall permit the Secured Party and its representatives
and agents to inspect the  Collateral at any time, and to make copies of records
pertaining to the  Collateral as may be requested by the Secured Party from time
to time.

          (p) The Company will take all steps reasonably necessary to diligently
pursue and seek to preserve,  enforce and collect any rights,  claims, causes of
action and accounts receivable in respect of the Collateral.

          (q) The Company shall promptly  notify the Secured Party in sufficient
detail upon becoming aware of any  attachment,  garnishment,  execution or other
legal  process  levied  against  any  Collateral  and of any  other  information
received by the Company that may materially  affect the value of the Collateral,
the Security Interest or the rights and remedies of the Secured Party hereunder.

          (r) All information  heretofore,  herein or hereafter  supplied to the
Secured  Party by or on behalf of the Company with respect to the  Collateral is
accurate and complete in all material respects as of the date furnished.

          (s)  Schedule  A  attached  hereto  contains  a  list  of  all  of the
subsidiaries of Company.

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     4. DEFAULTS. The following events shall be "Events of Default":

          (a)  The  occurrence  of an  Event  of  Default  (as  defined  in  the
Debentures) under the Debentures;

          (b) Any representation or warranty of the Company in this Agreement or
in the  Intellectual  Property  Security  Agreement  shall  prove  to have  been
incorrect in any material respect when made;

          (c) The  failure by the  Company  to  observe  or  perform  any of its
obligations hereunder or in the Intellectual Property Security Agreement for ten
(10) days  after  receipt  by the  Company  of notice of such  failure  from the
Secured Party; and

          (d) Any breach of, or default under, the Warrants.

     5. DUTY TO HOLD IN TRUST.  Upon the  occurrence of any Event of Default and
at any time  thereafter,  the Company shall,  upon receipt by it of any revenue,
income or other sums subject to the Security Interest,  whether payable pursuant
to the Debentures or otherwise,  or of any check,  draft, note, trade acceptance
or other instrument  evidencing an obligation to pay any such sum, hold the same
in trust for the Secured Party and shall forthwith endorse and transfer any such
sums or  instruments,  or both,  to the  Secured  Party for  application  to the
satisfaction of the Obligations.

     6.  RIGHTS AND  REMEDIES  UPON  DEFAULT.  Upon  occurrence  of any Event of
Default and at any time  thereafter,  the Secured  Party shall have the right to
exercise all of the remedies conferred  hereunder and under the Debentures,  and
the  Secured  Party shall have all the rights and  remedies  of a secured  party
under the UCC and/or any other applicable law (including the Uniform  Commercial
Code of any  jurisdiction  in which any  Collateral  is then  located).  Without
limitation, the Secured Party shall have the following rights and powers:

          (a) The Secured  Party shall have the right to take  possession of the
Collateral  and, for that  purpose,  enter,  with the aid and  assistance of any
person,  any premises where the  Collateral,  or any part thereof,  is or may be
placed and remove the same,  and the Company shall  assemble the  Collateral and
make it available to the Secured  Party at places which the Secured  Party shall
reasonably  select,  whether at the Company's  premises or  elsewhere,  and make
available to the Secured Party,  without rent,  all of the Company's  respective
premises and facilities  for the purpose of the Secured Party taking  possession
of, removing or putting the Collateral in saleable or disposable form.

          (b) The Secured  Party shall have the right to operate the business of
the Company using the Collateral and shall have the right to assign, sell, lease
or otherwise dispose of and deliver all or any part of the Collateral, at public
or private  sale or  otherwise,  either with or without  special  conditions  or
stipulations,  for cash or on credit or for future  delivery,  in such parcel or
parcels  and at such time or times and at such  place or  places,  and upon such
terms and conditions as the Secured Party may deem commercially reasonable,  all
without (except as shall be required by applicable statute and cannot be waived)
advertisement  or demand upon or notice to the Company or right of redemption of
the Company,  which are hereby  expressly  waived.  Upon each such sale,  lease,
assignment or other transfer of Collateral, the Secured Party may,

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unless prohibited by applicable law which cannot be waived,  purchase all or any
part of the  Collateral  being  sold,  free from and  discharged  of all trusts,
claims, right of redemption and equities of the Company, which are hereby waived
and released.

     7. APPLICATIONS OF PROCEEDS.  The proceeds of any such sale, lease or other
disposition of the Collateral  hereunder shall be applied first, to the expenses
of retaking,  holding, storing,  processing and preparing for sale, selling, and
the like  (including,  without  limitation,  any  taxes,  fees and  other  costs
incurred  in  connection  therewith)  of  the  Collateral,   to  the  reasonable
attorneys'  fees and expenses  incurred by the Secured  Party in  enforcing  its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to satisfaction of the Obligations,  and to the payment of
any other  amounts  required by  applicable  law,  after which the Secured Party
shall pay to the  Company any surplus  proceeds.  If, upon the sale,  license or
other  disposition of the Collateral,  the proceeds  thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency, together with interest thereon, at the rate of 15%
per  annum  (the  "Default  Rate"),  and the  reasonable  fees of any  attorneys
employed  by the  Secured  Party  to  collect  such  deficiency.  To the  extent
permitted by applicable law, the Company waives all claims,  damages and demands
against the Secured Party arising out of the repossession, removal, retention or
sale of the Collateral, unless due to the gross negligence or willful misconduct
of the Secured Party.

     8. COSTS AND EXPENSES.  The Company agrees to pay all  out-of-pocket  fees,
costs and expenses  incurred in connection with any filing  required  hereunder,
including without limitation, any financing statements, continuation statements,
partial releases and/or  termination  statements related thereto or any expenses
of any searches reasonably required by the Secured Party. The Company shall also
pay all other claims and charges which in the reasonable  opinion of the Secured
Party  might  prejudice,  imperil  or  otherwise  affect the  Collateral  or the
Security  Interest  therein.  The Company  will also,  upon  demand,  pay to the
Secured  Party the  amount of any and all  reasonable  expenses,  including  the
reasonable fees and expenses of its counsel and of any experts and agents, which
the  Secured  Party may incur in  connection  with (i) the  enforcement  of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or other  realization  upon,  any of the  Collateral,  or (iii) the  exercise or
enforcement  of any of the rights of the  Secured  Party  under the  Debentures.
Until so paid, any fees payable hereunder shall be added to the principal amount
of the Debentures and shall bear interest at the Default Rate.

     9.  RESPONSIBILITY FOR COLLATERAL.  The Company assumes all liabilities and
responsibility  in connection  with all  Collateral,  and the obligations of the
Company  hereunder or under the  Debentures  and the Warrants shall in no way be
affected or  diminished by reason of the loss,  destruction,  damage or theft of
any of the Collateral or its unavailability for any reason.

     10.  SECURITY  INTEREST  ABSOLUTE.  All rights of the Secured Party and all
Obligations  of the  Company  hereunder,  shall be absolute  and  unconditional,
irrespective of: (a) any lack of validity or  enforceability  of this Agreement,
the  Debentures,  the Warrants or any agreement  entered into in connection with
the  foregoing,  or any portion  hereof or thereof;  (b) any change in the time,
manner or place of  payment or  performance  of, or in any other term of, all or
any of the  Obligations,  or any other  amendment or waiver of or any consent to
any departure from the Debentures,  the Warrants or any other agreement  entered
into  in  connection   with  the  foregoing;   (c)  any  exchange,   release  or
nonperfection of any of the Collateral, or any release or amendment

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or waiver of or consent  to  departure  from any other  collateral  for,  or any
guaranty,  or any other  security,  for all or any of the  Obligations;  (d) any
action by the  Secured  Party to obtain,  adjust,  settle and cancel in its sole
discretion  any insurance  claims or matters made or arising in connection  with
the Collateral;  or (e) any other circumstance which might otherwise  constitute
any legal or equitable defense  available to the Company,  or a discharge of all
or any part of the Security Interest granted hereby. Until the Obligations shall
have been paid and  performed  in full,  the rights of the  Secured  Party shall
continue even if the Obligations are barred for any reason,  including,  without
limitation, the running of the statute of limitations or bankruptcy. The Company
expressly waives  presentment,  protest,  notice of protest,  demand,  notice of
nonpayment  and  demand  for  performance.  In the  event  that at any  time any
transfer  of any  Collateral  or any  payment  received  by  the  Secured  Party
hereunder shall be deemed by final order of a court of competent jurisdiction to
have been a voidable preference or fraudulent conveyance under the bankruptcy or
insolvency laws of the United States,  or shall be deemed to be otherwise due to
any party other than the Secured Party,  then, in any such event,  the Company's
obligations  hereunder shall survive  cancellation of this Agreement,  and shall
not be discharged or satisfied by any prior payment thereof and/or  cancellation
of this Agreement,  but shall remain a valid and binding obligation  enforceable
in accordance with the terms and provisions hereof. The Company waives all right
to require the Secured Party to proceed against any other person or to apply any
Collateral  which the Secured Party may hold at any time, or to marshal  assets,
or to pursue any other remedy.  The Company waives any defense arising by reason
of the  application  of the statute of  limitations  to any  obligation  secured
hereby.

     11. TERM OF  AGREEMENT.  This  Agreement  and the Security  Interest  shall
terminate on the date on which all payments under the Debentures  have been made
in full and all  other  Obligations  have  been  paid or  discharged.  Upon such
termination,  the  Secured  Party,  at the  request  and at the  expense  of the
Company,  will join in executing any  termination  statement with respect to any
financing statement executed and filed pursuant to this Agreement.

     12. POWER OF ATTORNEY; FURTHER ASSURANCES.

          (a) The Company  authorizes the Secured  Party,  and does hereby make,
constitute and appoint it, and its respective  officers,  agents,  successors or
assigns  with full  power of  substitution,  as the  Company's  true and  lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to,
after the  occurrence  and during the  continuance  of an Event of Default,  (i)
endorse any notes, checks, drafts, money orders, or other instruments of payment
(including  payments  payable under or in respect of any policy of insurance) in
respect of the  Collateral  that may come into  possession of the Secured Party;
(ii) to sign and endorse any UCC financing statement or any invoice,  freight or
express bill,  bill of lading,  storage or warehouse  receipts,  drafts  against
debtors, assignments, verifications and notices in connection with accounts, and
other  documents  relating to the Collateral;  (iii) to pay or discharge  taxes,
liens,  security interests or other encumbrances at any time levied or placed on
or threatened  against the  Collateral;  (iv) to demand,  collect,  receipt for,
compromise,  settle and sue for monies due in respect of the Collateral; and (v)
generally,  to do, at the  option of the  Secured  Party,  and at the  Company's
expense,  at any  time,  or from  time to time,  all acts and  things  which the
Secured  Party  deems  necessary  to  protect,  preserve  and  realize  upon the
Collateral  and the  Security  Interest  granted  therein in order to effect the
intent of this  Agreement,  the  Debentures  and the Warrants,  all as fully and
effectually  as the Company might or could do; and the Company

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hereby  ratifies all that said attorney shall lawfully do or cause to be done by
virtue  hereof.  This power of attorney is coupled with an interest and shall be
irrevocable  for the term of this Agreement and thereafter as long as any of the
Obligations shall be outstanding.

          (b)  On  a  continuing   basis,   the  Company  will  make,   execute,
acknowledge,  deliver, file and record, as the case may be, in the proper filing
and recording places in any jurisdiction,  including,  without  limitation,  the
jurisdictions  indicated on Schedule B, attached hereto,  all such  instruments,
and take all such action as may reasonably be deemed necessary or advisable,  or
as reasonably  requested by the Secured Party, to perfect the Security  Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or for assuring  and  confirming  to the Secured  Party the grant or
perfection of a security interest in all the Collateral.

          (c) The Company hereby  irrevocably  appoints the Secured Party as the
Company's  attorney-in-fact,  with full  authority in the place and stead of the
Company and in the name of the Company, from time to time in the Secured Party's
discretion,  to take any action and to execute any instrument  which the Secured
Party may deem  necessary  or  advisable  to  accomplish  the  purposes  of this
Agreement,  including  the  filing,  in its  sole  discretion,  of  one or  more
financing or continuation statements and amendments thereto,  relative to any of
the Collateral without the signature of the Company where permitted by law.

     13.  NOTICES.  All  notices,  requests,  demands  and other  communications
hereunder shall be in writing,  with copies to all the other parties hereto, and
shall be deemed to have been duly  given  when (i) if  delivered  by hand,  upon
receipt,  (ii) if sent by facsimile,  upon receipt of proof of sending  thereof,
(iii) if sent by  nationally  recognized  overnight  delivery  service  (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified  mail,  return receipt  requested,  postage  prepaid,  four days after
posting in the U.S. mails, in each case if delivered to the following addresses:

     If to the Company:       Peabodys Coffee, Inc.
                              3845 Atherton Road
                              Suite 9
                              Rocklin, CA 95765
                              Attention:  Todd Tkachuk
                              Telephone:  916-632-6090
                              Facsimile:   916-632-6099

     With copies to:          Sichenzia Ross Friedman Ference LLP
                              1065 Avenue of the Americas, 21st Floor
                              New York, New York 10018
                              Attention:  Gregory Sichenzia, Esq.
                              Telephone:  (212) 930-9700
                              Facsimile:   (212) 930-9725

                                       9
<PAGE>

     If to the Secured Party: AJW Partners, LLC
                              AJW Offshore, Ltd.
                              AJW Qualified Partners, LLC
                              1044 Northern Boulevard
                              Suite 302
                              Roslyn, New York  11576
                              Attention:  Corey Ribotsky
                              Facsimile:  516-739-7115

                              With copies to:

                              Ballard Spahr Andrews & Ingersoll, LLP
                              1735 Market Street, 51st Floor
                              Philadelphia, Pennsylvania  19103
                              Attention:  Gerald J. Guarcini, Esq.
                              Facsimile: 215-864-8999

     14. OTHER SECURITY. To the extent that the Obligations are now or hereafter
secured by property other than the  Collateral or by the guarantee,  endorsement
or property of any other person,  firm,  corporation  or other entity,  then the
Secured  Party  shall  have  the  right,  in its  sole  discretion,  to  pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without in any way modifying or affecting any of the Secured  Party's rights and
remedies hereunder.

     15. MISCELLANEOUS.

          (a) No course of dealing  between the  Company and the Secured  Party,
nor any failure to  exercise,  nor any delay in  exercising,  on the part of the
Secured Party, any right,  power or privilege  hereunder or under the Debentures
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  power or  privilege  hereunder or  thereunder  preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.

          (b) All of the rights and  remedies of the Secured  Party with respect
to the  Collateral,  whether  established  hereby or by the Debentures or by any
other agreements, instruments or documents or by law shall be cumulative and may
be exercised singly or concurrently.

          (c) This  Agreement  constitutes  the entire  agreement of the parties
with respect to the subject matter hereof and is intended to supersede all prior
negotiations,  understandings  and agreements  with respect  thereto.  Except as
specifically set forth in this Agreement,  no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this
Agreement and signed by the parties hereto.

          (d) In the event that any  provision  of this  Agreement is held to be
invalid,  prohibited or unenforceable in any jurisdiction for any reason, unless
such provision is narrowed by judicial construction, this Agreement shall, as to
such jurisdiction,  be construed as if such invalid, prohibited or unenforceable
provision  had been more narrowly  drawn so as not to be invalid,  prohibited or
unenforceable. If, notwithstanding the foregoing, any provision of this

                                       10
<PAGE>

Agreement  is  held  to  be  invalid,   prohibited  or   unenforceable   in  any
jurisdiction,  such provision, as to such jurisdiction,  shall be ineffective to
the  extent  of  such  invalidity,   prohibition  or  unenforceability   without
invalidating the remaining  portion of such provision or the other provisions of
this  Agreement  and without  affecting the validity or  enforceability  of such
provision or the other provisions of this Agreement in any other jurisdiction.

          (e) No  waiver of any  breach  or  default  or any  right  under  this
Agreement  shall be  considered  valid unless in writing and signed by the party
giving  such  waiver,  and no such  waiver  shall  be  deemed  a  waiver  of any
subsequent breach or default or right,  whether of the same or similar nature or
otherwise.

          (f) This  Agreement  shall be binding upon and inure to the benefit of
each party hereto and its successors and assigns.

          (g) Each party shall take such further  action and execute and deliver
such further  documents as may be necessary or appropriate in order to carry out
the provisions and purposes of this Agreement.

          (h) This Agreement  shall be construed in accordance  with the laws of
the  State of New  York,  except  to the  extent  the  validity,  perfection  or
enforcement  of a security  interest  hereunder  in  respect  of any  particular
Collateral which are governed by a jurisdiction other than the State of New York
in which case such law shall  govern.  Each of the  parties  hereto  irrevocably
submit to the  exclusive  jurisdiction  of any New York  State or United  States
Federal court sitting in Manhattan county over any action or proceeding  arising
out of or relating to this Agreement,  and the parties hereto hereby irrevocably
agree that all claims in respect of such action or  proceeding  may be heard and
determined  in such New York State or Federal  court.  The parties  hereto agree
that a final  judgment in any such action or proceeding  shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner  provided by law. The parties hereto further waive any objection to venue
in the State of New York and any  objection  to an action or  proceeding  in the
State of New York on the basis of forum non conveniens.

          (i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE  RIGHTS TO
A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING  OUT OF THIS
AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL  ENCOMPASSING  OF ANY
DISPUTES  THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF
THIS AGREEMENT,  INCLUDING  WITHOUT  LIMITATION  CONTRACT  CLAIMS,  TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY
HERETO  ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO
ENTER INTO A BUSINESS  RELATIONSHIP,  THAT EACH PARTY HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY
ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
REPRESENTS  THAT IT HAS REVIEWED  THIS WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT
SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL

                                       11
<PAGE>

FOLLOWING  SUCH  CONSULTATION.   THIS  WAIVER  IS  IRREVOCABLE,   MEANING  THAT,
NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS AND SUPPLEMENTS OR MODIFICATIONS  TO THIS AGREEMENT.  IN THE EVENT OF A
LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN  CONSENT TO A TRIAL BY THE
COURT.

          (j) This Agreement may be executed in any number of counterparts, each
of which when so executed  shall be deemed to be an original  and,  all of which
taken together shall  constitute one and the same  Agreement.  In the event that
any  signature  is delivered by facsimile  transmission,  such  signature  shall
create a valid  binding  obligation  of the party  executing (or on whose behalf
such  signature is executed)  the same with the same force and effect as if such
facsimile signature were the original thereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       12
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Security
Agreement to be duly executed on the day and year first above written.


                                        PEABODYS COFFEE, INC.


                                        By:  ___________________________________
                                             Todd N. Tkachuk
                                             President



                                        AJW PARTNERS, LLC
                                        By: SMS Group, LLC


                                        By:  ___________________________________
                                             Corey S. Ribotsky
                                             Manager



                                        AJW OFFSHORE, LTD.
                                        By:  First Street Manager II, LLC


                                        By:  ___________________________________
                                             Corey S. Ribotsky
                                             Manager



                                        AJW QUALIFIED PARTNERS, LLC
                                        By: AJW Manager, LLC


                                        By:  ___________________________________
                                             Corey S. Ribotsky
                                             Manager

                                      B-13
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