MANUFACTURER'S REPRESENTATIVE AGREEMENT
                    ---------------------------------------

     THIS AGREEMENT is made and entered by and between Peabodys Coffee,  Inc., a
Nevada  corporation,  with principal office located at 3845 Atherton Road, Suite
9, Rocklin,  California (hereinafter also referred to as "COMPANY") and Marathon
Global,  an  Arkansas  Corporation  with the  principal  office  located at 5210
Village  Parkway,   Rogers,  Arkansas  (hereinafter  also  referred  to  as  the
"REPRESENTATIVE").

     WHEREAS, the COMPANY desires to retain the REPRESENTATIVE as an independent
contractor for purposes of consulting and selling the COMPANY'S products and the
REPRESENTATIVE  desires to provide certain  consulting and sales services to the
COMPANY, upon the terms and conditions set forth below.

     NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  set  forth
hereafter,  as well as other good and  valuable  consideration,  the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.  TERRITORY:  The COMPANY  hereby grants to the  REPRESENTATIVE  the exclusive
right to sell the  COMPANY'S  products to the mass market  retail class of trade
(defined  as sales made  either  directly  to or through  distributors  to: mass
market retailers, grocery stores, drug stores and specialty stores).

2. TERRITORY  EXCLUSION:  The COMPANY  specifically does not grant any rights to
REPRESENTATIVE  with respect to sales of the COMPANY'S product in COMPANY'S full
service retail coffee operations  (defined as sales originating at coffee carts,
coffee kiosks, coffee houses, or similar operations).

3. PRODUCTS:  The COMPANY'S  products which the  REPRESENTATIVE  may exclusively
sell in its territory are as follows: All products which are manufactured and/or
sold by the COMPANY on this date and any product which is  manufactured  or sold
by COMPANY  during the future  term of this  Agreement  (herein  referred  to as
"Product").

4. RELATIONSHIP OF PARTIES:  The parties agree that REPRESENTATIVE shall perform
all services  required  hereunder as an  independent  contractor,  and not as an
employee,  agent,  joint  venturer,  or  partner  of  COMPANY  for  any  purpose
whatsoever. COMPANY shall have no right to, and shall not, control the manner or
prescribe  the  method  by  which  services  are  performed  by   REPRESENTATIVE
hereunder.  REPRESENTATIVE shall be entirely and solely responsible for its acts
while engaged in the performance of services hereunder. The employees and agents
of each party shall not be  considered  employees or agents of the other for any
purpose.  REPRESENTATIVE  is not  authorized to bind COMPANY except as expressly
authorized in writing by COMPANY.

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5. COMPENSATION:

     5.1 KEY ACCOUNTS:  The COMPANY shall pay the REPRESENTATIVE five percent (5
%) of the net invoice (hereinafter referred to as "Net Invoice") for all Product
sold  by the  REPRESENTATIVE  in the  Territory,  within  ten  (10)  days of the
COMPANY'S receipt of full payment therefore. For purposes of this Agreement, the
term  "Net  Invoice"  shall  mean the gross  price  shown on the  invoice  LESS:
shipping,   freight,  C.O.D.,  and/or  freight  insurance  charges  invoiced  to
customer;  shipping,  freight, C.O.D., and/or freight insurance charges incurred
by COMPANY  and not  invoiced to  customer;  trade  discounts  granted for early
payment; rebates,  promotional,  and slotting discounts or allowances; sales and
use taxes;  and charge backs for product  returns.  The COMPANY  shall forward a
copy of each invoice to the REPRESENTATIVE  within fifteen (15) days of shipment
of the Product sold by REPRESENTATIVE.  The REPRESENTATIVE  shall have the right
to audit the books,  records and financial  statements of the COMPANY  regarding
the  Product,  including  but not limited to, all  purchase  orders and invoices
before, during and after the term of this Agreement.

     5.2 NATIONAL  SALES  MANAGEMENT:  The Company shall pay the  REPRESENTATIVE
seven   percent   (7%)  of  the  Net  Invoice  for  all  product   sold  by  any
representatives  engaged  and  managed by  REPRESENTATIVE  for the  purposes  of
representing COMPANY within the territory.

     5.3 MARKETING AND  CONSULTING:  As  consideration  for the  performance  of
marketing and consulting  services,  the COMPANY  shall,  as soon as practicable
following the execution of this Agreement by the parties:

     (a) grant to  REPRESENTATIVE  an option  for the  purchase  of Two  Hundred
Thousand  (200,000)  shares of the COMPANY's common stock on the terms set forth
in the Stock Option Agreement attached hereto as Exhibit A ("Option"); and

     (b) issue to  REPRESENTATIVE  One Hundred Thousand  (100,000) shares of the
COMPANY's common stock ("Shares").

6. INVESTOR  ACKNOWLEDGEMENTS AND REPRESENTATIONS:  In connection with the grant
of the Option and the issuance of the Shares,  REPRESENTATIVE  acknowledges  and
represents as follows:

     (a) General  Securities  Risk.  The Option and the Shares are  "securities"
under federal and state  securities  laws, and these  securities  involve a high
degree of risk and should  not be held by anyone  who cannot  afford the risk of
loss of his or her entire investment.

     (b) Review by Federal or State Agency.  No federal or state agency has made
any finding or  determination  as to the  fairness of the offering of the Option
and the Shares for  investment,  or any  recommendation  or  endorsement  of the
Option and the Shares. Specifically,  these securities have not been approved or
disapproved  by the  Securities & Exchange  Commission  ("SEC"),  the California
Department of Corporations ("DOC"), or any other state or federal agency.

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     (c) No  Federal  Registration.  The  offer and sale of the  Option  and the
Shares have not been  registered  under the  Securities  Act of 1933, as amended
(the  "Securities  Act").  The COMPANY is offering  the Option and the Shares in
reliance upon the exemption from registration provided by Rule 506 of Regulation
D promulgated under Section 4(2) of the Securities Act (17 CFR ss. 230.506). The
Option and the Shares will be "restricted securities" as that term is defined in
the Securities Act.

     (d) No State  Qualification  or  Registration.  The  offer  and sale of the
Option  and the  Shares  have  not  been  qualified  with  the  Commissioner  of
Corporations  of the State of  California,  or registered or qualified  with any
other  state  agency.  The  COMPANY  is  offering  the  Option and the Shares in
reliance on the exemption from qualification set forth in Section 25102.1 of the
California  Corporate  Securities  Law of 1968 for "covered  securities" as that
term is defined in Section 18 of the Securities Act.

     (e) Foreign  Securities  Laws.  The COMPANY  makes no  representation  with
regard to the  securities  laws and other  laws of any  country  other  than the
United States.

     (f) Tax  Consequences.  The tax consequences to REPRESENTATIVE of investing
in  the  Shares  or   holding  or   exercising   the  Option   will   depend  on
REPRESENTATIVE's  particular  circumstances,  and  neither  the  COMPANY nor its
officers,  directors,  agents, employees,  affiliates or representatives will be
responsible to  REPRESENTATIVE  for the tax  consequences  of such investment or
exercise.  REPRESENTATIVE  WILL LOOK SOLELY TO, AND RELY UPON,  REPRESENTATIVE'S
OWN ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THIS INVESTMENT.

     (g)  No  Warranties  Regarding  Performance.  At no  time  have  any of the
following been guaranteed or warranted to REPRESENTATIVE by the COMPANY,  or any
of its officers,  directors, agents or employees, or any other person, expressly
or by implication:

          (i) the approximate or exact length of time that  REPRESENTATIVE  will
     be required, by market conditions or otherwise,  to remain the owner of the
     Option and the Shares;

          (ii) the amount of profit and/or amount of any type of  consideration,
     profit or loss, if any, to be realized as a result of this investment; or

          (iii) the future successful operation of the COMPANY.

     (h) No Warranties  Regarding Benefit to Investors.  No  representations  or
warranties of any kind are intended to be made in this  Agreement nor should any
be inferred from the information and statements contained herein with respect to
the economic return or benefits which may accrue to REPRESENTATIVE. No assurance
is given that  existing  tax,  securities,  or other laws will not be changed or
interpreted  adversely.  REPRESENTATIVE  is not to construe the contents of this
Agreement or any prior, concurrent or subsequent communication from the COMPANY,
its officers,  directors,  agents or employees,  or any professional  associated
with this offering as legal,  tax or  investment  advice.  REPRESENTATIVE  SHALL
CONSULT WITH ITS OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO THE LEGAL, TAX
AND RELATED MATTERS CONCERNING THE INVESTMENTS DESCRIBED HEREIN.

<PAGE>

     (i)  Arbitrary  Offering  Price.  The offering  price of the Option and the
Shares has been determined  arbitrarily by Company and does not necessarily bear
any relationship to the assets,  book value or any other recognized  criteria of
value or the prospective  value of the COMPANY's  assets. No assurance is or can
be given that the Option and the Shares could be sold for any particular amount.

     (j) Acquiring For Own Account.  REPRESENTATIVE  is acquiring the Option and
the Shares for REPRESENTATIVE's own account,  solely for investment and not with
a view to resale or distribution;

     (k)  Business  and  Financial  Experience.  By reason  of  REPRESENTATIVE's
business or financial  experience,  or the business or financial  experience  of
REPRESENTATIVE's  professional advisor who is not affiliated with or compensated
by the  COMPANY,  REPRESENTATIVE  has the  capacity to evaluate  adequately  the
merits and risks of, and protect its own  interests  in  connection  with,  this
investment;

     (l) Investment  Risk.  REPRESENTATIVE  recognizes that an investment in the
COMPANY's' stock involves  substantial risks,  including a risk of total loss of
REPRESENTATIVE's  investment.  REPRESENTATIVE  can  afford to bear the  economic
risks of this investment for an indefinite  period and has no need for liquidity
in  this  investment.   REPRESENTATIVE  has  adequate  means  of  providing  for
REPRESENTATIVE's current needs and contingencies if this investment results in a
total loss;

     (m) Disclosure of Information.  REPRESENTATIVE  is acquiring the Option and
the Shares without  having been furnished an offering  memorandum or prospectus.
REPRESENTATIVE  and its  President  have access to and have  reviewed all of the
COMPANY's recent filings with the Securities and Exchange Commission,  including
the COMPANY's  recent  quarterly  reports filed on Form 10Q-SB and the COMPANY's
annual reports filed on Form 10K-SB.  REPRESENTATIVE and its principals have had
access to, and have  carefully read and  understand,  all the provisions of this
Agreement  and the  COMPANY's  recent  Form  10Q-SB  and  Form  10K-SB  filings.
REPRESENTATIVE  has had access to all such other  information  about the COMPANY
and the Common  Stock as  REPRESENTATIVE  has deemed  necessary  or desirable to
reach an informed and knowledgeable investment decision;

     (n) Access to  Additional  Information.  The COMPANY has made  available to
REPRESENTATIVE  all documents that have been requested relating to an investment
in  the  Option  and  the   Shares,   and  has   provided   answers  to  all  of
REPRESENTATIVE's   questions  concerning  the  securities.   In  evaluating  the
suitability  of an investment in the Option and the Shares,  REPRESENTATIVE  has
not  relied  upon any  representations  or other  information  (whether  oral or
written)  other than as  contained  in any  documents  or  answers to  questions
furnished by the  COMPANY,  or gained  through  REPRESENTATIVE's  due  diligence
described in subpart (m);

<PAGE>

     (o)  REPRESENTATIVE  Information.  All of the  information  provided to the
COMPANY or its agents and all representations made herein are complete, true and
correct as of the date hereof.  REPRESENTATIVE understands that REPRESENTATIVE's
answers  will be  confidential  but  authorizes  the  COMPANY  or its  agents to
disclose the information contained herein to appropriate  regulatory agencies if
called upon to establish  the  availability  of an exemption  from  registration
under  the  Act or  qualification  under  state  securities  laws  or for  other
purposes.  Within  five (5) days  after  receipt of a written  request  from the
COMPANY,  REPRESENTATIVE  shall provide such  information  and shall execute and
deliver such documents as reasonably may be necessary to comply with any and all
laws, regulations and ordinances to which the COMPANY is subject.

7. TERM:  The term of this  Agreement,  and the rights,  duties and  obligations
hereunder,  shall continue until December 31st, 2004;  however, if neither party
shall have given the other party hereto  written  notice of termination at least
sixty  (60) days  prior to the said date of  termination  for the first year set
forth above, or at least sixty (60) days prior to the termination date (same day
and month as set forth above) for each  succeeding  year,  then the term of this
Agreement  shall  continue  until the said day and  month of the next  following
calendar year.  Provided,  in the event of termination of this Agreement for any
reason,  the COMPANY shall  continue to remain  obligated,  for a period of time
equivalent to three hundred  sixty-five (365) successive days following the date
of the termination of this Agreement,  to promptly pay to the REPRESENTATIVE the
same  percentage  as set forth in Paragraph 5.1 above for the sale of all of the
COMPANY'S products which are enumerated in Paragraph 1 above.

8.  REIMBURSEMENT  OF  EXPENSES:  In  addition  to the  payment of  compensation
described above and regardless of whether any Transaction  (including any Merger
or  Acquisition,  as herein  defined) is proposed  or  consummated,  the COMPANY
agrees to reimburse REPRESENTATIVE for all out-of-pocket fees and expenses which
are  reasonably  incurred by  REPRESENTATIVE  in  connection  with the  services
provided hereunder. Such fees and expenses shall include, but not be limited to,
travel  expenses,  communications  charges,  legal expenses,  database  charges,
copying expenses,  sample costs, and delivery and distribution  charges incurred
by such  companies  in  connection  with the  performance  of their  duties  and
obligations  under and services  contemplated by this  Agreement.  COMPANY shall
have the right to pre-approve  any fees and expenses  greater than $500 prior to
REPRESENTATIVE incurring such fees and expenses.

9. GOODWILL:  The REPRESENTATIVE shall at all times use its best efforts to sell
and promote the COMPANY'S Product in a professional  manner and to be especially
careful to keep, maintain and promote the name,  reputation,  and brand image of
the COMPANY.

10. SAMPLES AND SUPPLIES:  The COMPANY shall promptly  furnish,  free of charge,
the REPRESENTATIVE  with all samples,  literature,  price lists,  pictures,  and
other  information  regarding the Product,  subject to the  COMPANY'S  approval,
which shall not be unreasonably withheld.

<PAGE>

11.  WARRANTY AND SERVICE OF PRODUCT:  The COMPANY shall remain  responsible for
all  claims  of  third  parties,  including  but not  limited  to  distributors,
retailers or consumers  due to  defective  Products and shall hold  harmless and
indemnify  REPRESENTATIVE  for any  claims,  damages  or  legal  expenses  which
REPRESENTATIVE may incur as a result of any allegedly defective  Products;  and,
additionally,  any expenses relating to warranty and service support incurred by
REPRESENTATIVE over and above the normal and occasional support will be promptly
paid by the COMPANY.

12.  INDEMNIFICATION:  REPRESENTATIVE shall defend,  indemnify and hold harmless
COMPANY  and  COMPANY's  officers,  directors,  agents and  employees,  from and
against any and all claims, demands, losses, expenses, obligations, liabilities,
damages or causes of action,  including reasonable attorneys' fees and costs, of
any  nature  arising   directly  or  indirectly   from:  (i)  the  violation  by
REPRESENTATIVE of any federal, state or local law, including any attorneys' fees
which the COMPANY  may incur as a result of any such  claim,  demand or cause of
action; and/or (ii) damages to any third parties or to the COMPANY or its agents
and employees caused by any action or inaction of  REPRESENTATIVE  in connection
with the  performance  of the  consulting or sales  services.  The COMPANY shall
notify  REPRESENTATIVE of the existence of any claim, demand, or other matter to
which  REPRESENTATIVE's  indemnification  obligations  would apply no later than
thirty (30) days from the date the COMPANY  becomes aware of such claim,  demand
or other matter,  specifying in writing the facts relating to such claim, demand
or other  matter,  and shall give  REPRESENTATIVE  a reasonable  opportunity  to
defend  the  same  at   REPRESENTATIVE's   own  expense  and  with   counsel  of
REPRESENTATIVE's  selection;  provided  that the COMPANY shall at all times also
have the right, but not the obligation,  to fully  participate in the defense at
the COMPANY's own expense.  If  REPRESENTATIVE  shall,  within a reasonable time
after this notice, fail to defend, the COMPANY shall have the right, but not the
obligation,  to undertake the defense of, and  compromise or settle  (exercising
reasonable  business  judgment)  the claim or other  matter on  behalf,  for the
account and at the risk,  of  REPRESENTATIVE.  Without  limiting the  foregoing,
REPRESENTATIVE  specifically  agrees to indemnify  and hold harmless the COMPANY
from any and all legal expenses  reasonably incurred by the COMPANY in enforcing
its rights under this Section 10.

13.  PRICES:  The COMPANY  shall notify  REPRESENTATIVE  of any pricing and term
changes for products sold within REPRESENTATIVE's  territory thirty (30) days in
advance of implementing the same.

<PAGE>

14.  NOTICES:  Any notice,  request,  instruction  or other document to be given
hereunder  by any party  hereto  to any  other  party  shall be in  writing  and
delivered  personally or sent by registered or certified mail,  postage prepaid,
or by facsimile or e-mail  followed within five (5) business days by a hard copy
of such notice sent either  registered or certified mail,  postage  prepaid,  as
follows:


         If to the COMPANY:             Todd Tkachuk, Chairman
                                        Peabodys Coffee, Inc.
                                        3845 Atherton Road, Suite 9
                                        Rocklin, CA  95765
                                        Phone: 916-632-6090
                                        Fax: 916-632-6099
                                        Email: peabodys1@cs.com

         If to the REPRESENTATIVE:      Brent Campbell, COO/CFO
                                        Marathon Global
                                        5210 Village Parkway
                                        Rogers, AR 72758
                                        Phone:  501-273-5914
                                        Fax:      501-273-5924
                                        Email: brent@marathonglobal.com

15. SEVERABILITY:  Any provision contained in this Agreement which is invalid or
unenforceable  shall be  ineffective to the extent of such  invalidity,  without
affecting in any way the  remaining  provisions  hereof which shall remain valid
and enforceable.

16. ASSIGNMENT:  This Agreement shall not be assigned by the COMPANY without the
prior written  consent of the  REPRESENTATIVE,  which shall not be  unreasonably
withheld. This Agreement shall not be assigned by the REPRESENTATIVE without the
prior written consent of the COMPANY, which shall not be unreasonably withheld.

17.  SUCCESSORS AND ASSIGNS:  The terms and  conditions of this Agreement  shall
inure to the benefit of, and be binding upon,  the successors and assigns of the
parties hereto.

18.  COUNTERPARTS:  This Agreement may be executed in one or more  counterparts,
each of which  shall for all  purposes  be deemed to be an  original  and all of
which shall constitute one and the same complete Agreement.

19. HEADINGS:  The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction hereof.

20.  MODIFICATION  AND WAIVER:  No amendment,  modification or alteration of the
terms or provisions of this Agreement  shall be binding unless the same shall be
in writing and duly executed by both parties hereto.  No waiver of any provision
of this Agreement shall  constitute a waiver of any other provision  hereof.  No
delay on the part of any  party in  exercising  any  right,  power or  privilege
hereunder shall operate as a waiver thereof.

<PAGE>

21. REPRESENTATIONS AND WARRANTIES: The COMPANY, by and through the undersigned,
has the  requisite  power and  authority to execute and deliver this  Agreement,
which shall constitute a valid and binding obligation of COMPANY  enforceable in
accordance  with its terms.  The execution of this  Agreement by the COMPANY has
been duly authorized by all necessary  COMPANY action.  Neither the execution of
this Agreement,  nor the consummation of the transactions  contemplated  hereby,
will violate any law, rule,  regulation,  order, judgment or decree to which the
COMPANY is subject,  or conflict with or result in a breach or default under any
term or condition of any agreement or other instrument to which the COMPANY is a
party or by which it may be bound, or violate or conflict with the rights of the
COMPANY'S owners, partners, members or shareholders.

22. ENTIRE  AGREEMENT:  This Agreement,  and the schedules and exhibits attached
hereto,  sets forth the entire  understanding of the parties with respect to the
subject matter hereof; and any previous Agreements or understandings between the
parties  regarding the subject  matter hereof are merged into and  superseded by
this Agreement.

23.  GOVERNING  LAW: This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of  Arkansas  and shall be deemed to have been
executed within the State of Arkansas, United States of America.

24. ATTORNEY'S FEES: Should it become necessary to enforce any provision of this
Agreement,  the  prevailing  party shall be entitled to recover  fees and costs,
including but not limited to reasonable attorney's fees.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf as of the dates written below.

"COMPANY"                                   "REPRESENTATIVE"
PEABODYS COFFEE, INC.                       MARATHON GLOBAL

By:      _______________________            By:      _________________________
         Todd N. Tkachuk, Chairman                   John A. Phillips, Chairman

Date:    _______________________            Date:    _________________________