CONSULTING AGREEMENT

     PEABODYS COFFEE,  INC. a Nevada corporation  ("Peabodys" or the "Company"),
and DAVID LYMAN, an individual ("Consultant"), effective as of November 1, 1999,
agree as follows:

1. BACKGROUND AND PURPOSE.  Peabodys is in business of selling  specialty coffee
drinks  and  related   products  at  kiosks  and  other  retail  locations  (the
"Business").  Consultant has substantial  experience  management of food service
companies  and other  companies.  Peabodys  desires  to engage  Consultant,  and
Consultant desires to assist Peabodys, on the terms set forth herein.

2.  ENGAGEMENT.  Peabodys retains  Consultant to provide to Peabodys  consulting
services as more fully described herein ("Consulting Services"),  and Consultant
accepts such engagement.

3. INDEPENDENT  CONSULTANT.  The parties agree that Consultant shall perform all
services  required  hereunder  as  an  independent  contractor,  and  not  as an
employee,  agent,  joint  venturer  or  partner  of  Peabodys  for  any  purpose
whatsoever.  Peabodys shall have no right to, and shall not,  control the manner
or  prescribe  the method by which the  Consulting  Services  are  performed  by
Consultant  hereunder.  Consultant shall be entirely and solely  responsible for
his acts while engaged in the performance of the Consulting  Services hereunder.
The  employees  and agents of each party shall not be  considered  employees  or
agents  of the other  for any  purpose.  Consultant  is not  authorized  to bind
Peabodys except as expressly authorized in writing by Peabodys.

4. CONSULTING SERVICES PROVIDED.  Consultant shall use Consultant's best efforts
to provide the Consulting Services to the reasonable satisfaction of, and at all
times reasonably  requested by, Peabodys.  The Consulting Services shall consist
of  assisting  Peabodys  in:  (i)  development  of  management   infrastructure,
operating  systems  and  controls;   (ii)  business  development  and  expansion
activities  such  as  establishing   strategic   relationships  and  identifying
potential  targets  for  acquisition;  and (iii)  business  valuation  services.
Consultant  shall  perform the  Consulting  Services in a safe and  professional
manner,  in compliance  with all laws,  statutes,  rules and  regulations of all
federal, state and local entities.

5. TERM AND TERMINATION. The initial term of this Agreement shall be for one (1)
year.  Following the initial term, the Agreement shall  automatically  renew for
one (1) year  terms  unless  terminated  by the  parties  as set  forth  herein.
Following the initial term,  either party may terminate this  Agreement:  (i) at
any time upon  thirty  (30) days  written  notice  to the other  party;  or (ii)
immediately following a material breach which remains uncured following ten (10)
days written notice.

6.  COMPENSATION.  As  consideration  for  the  performance  of  the  Consulting
Services,  Peabodys shall grant to Consultant a  nonstatutory  stock option (the
"Option") for the purchase of Seventy Five Thousand (75,000) shares of Peabodys'
common stock (the "Shares") on the following terms:

                                       1
<PAGE>

     (a)  VESTING SCHEDULE: Fully vested;

     (b)  EXERCISE PRICE: Fifty cents ($0.50) per share;

     (c)  TERM: The Option shall expire after one (1) year;

     (d)  METHOD OF EXERCISE:  Consultant shall notify the Company in writing of
          the  election  to  exercise  the  Option,  and the number of Shares in
          respect of which the Option is being exercised; and

     (e)  METHOD OF PAYMENT.  Payment of the  Exercise  Price shall be by any of
          the  following,  or a  combination  thereof,  at the  election  of the
          Optionee: (i) cash, or (ii) debt forgiveness.

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

     (a) GENERAL  SECURITIES RISK. The Option and 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.

     (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 may, but is under no obligation to, register
the Shares on a Form S-8  Registration  Statement filed with the SEC. In lieu of
the foregoing  registration,  the Company may offer 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).

     (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 may offer 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, or in reliance on any other
available exemption.

     (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.

                                       2
<PAGE>

     (f) TAX  CONSEQUENCES.  The tax  consequences to Consultant of investing in
the Shares or holding or  exercising  the  Option  will  depend on  Consultant's
particular  circumstances  and neither  Peabodys  nor its  officers,  directors,
agents,  employees,  affiliates or consultants will be responsible to Consultant
for the tax  consequences of such  investment or exercise.  CONSULTANT WILL LOOK
SOLELY TO, AND RELY  UPON,  CONSULTANT'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 Consultant 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  Consultant  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 investors.  No assurance is
given  that  existing  tax,  securities,  or other  laws will not be  changed or
interpreted  adversely.  Consultant  is not to  construe  the  contents  of this
Agreement or any prior,  concurrent or subsequent  communication  from Peabodys,
its officers,  directors,  agents or employees,  or any professional  associated
with this offering as legal, tax or investment advice.  CONSULTANT SHALL CONSULT
WITH HIS OWN COUNSEL,  ACCOUNTANT  AND OTHER  ADVISORS AS TO THE LEGAL,  TAX AND
RELATED MATTERS CONCERNING THE INVESTMENTS DESCRIBED HEREIN.

     (i)  ARBITRARY  OFFERING  PRICE.  The offering  price of the Option and the
Shares has been  determined  arbitrarily by the 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 the offering price
or for any amount.

     (j)  INVESTMENT  INTENT.  Consultant is acquiring the Option and the Shares
for  Consultant's  own  account,  solely for  investment  and not with a view to
resale or distribution;

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

                                       3
<PAGE>

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

     (m)  FURNISHED  INFORMATION.  Consultant  is  acquiring  the Option and the
Shares without having been furnished an offering memorandum or prospectus.  In a
recently  completed  sale of common  stock to a principal  of  Consultant,  that
person received a Peabodys' Form 10-SB,  which Peabodys  recently filed with the
Securities  and Exchange  Commission.  Consultant  and its  principals  have had
access to, and have  carefully read and  understand,  all the provisions of this
Agreement  and the Form  10-SB.  Consultant  has had  access  to all such  other
information  about  Peabodys  and the  Common  Stock as  Consultant  has  deemed
necessary  or  desirable  to  reach an  informed  and  knowledgeable  investment
decision;

     (n) AVAILABILITY OF INFORMATION.  Peabodys has made available to Consultant
all documents that have been  requested  relating to an investment in the Option
and the  Shares,  and has  provided  answers  to all of  Consultant's  questions
concerning the securities. In evaluating the suitability of an investment in the
Option and the Shares,  Consultant  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  Peabodys,  or gained  through
Consultant's due diligence described in subpart (m);

         (o) FURTHER ASSURANCES. Within five (5) days after receipt of a written
request from  Peabodys,  Consultant  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 Peabodys is subject; and

         (p) ACCURACY,  CONFIDENTIALITY  OF INFORMATION.  All of the information
provided  to  Peabodys  or its agents and all  representations  made  herein are
complete,  true and correct as of the date hereof.  Consultant  understands that
Consultant's  answers will be confidential but authorizes Peabodys 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.

8. EXPENSES. Consultant shall be solely responsible for all expenses incurred in
providing the Consulting Services.  Peabodys shall not be obligated to reimburse
Consultant for any such expenses.

9.  INDEMNIFICATION.  Consultant  shall  defend,  indemnify  and  hold  harmless
Peabodys and  Peabodys'  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 alleged existence of any
agency  relationship  between  Consultant  and  Peabodys  based upon the acts or
omissions of Consultant;  (ii) the violation by Consultant of any federal, state
or local law, including any attorneys' fees which Peabodys may incur as a result
of any such claim, demand or cause of action;  and/or (iii) damages to any third
parties or to Peabodys or its

                                       4
<PAGE>

agents  and  employees  caused  by any  action  or  inaction  of  Consultant  in
connection  with the  performance  of the  Consulting  Services.  Peabodys shall
notify  Consultant  of the  existence of any claim,  demand,  or other matter to
which Consultant's  indemnification obligations would apply no later than thirty
(30) days from the date Consultant 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 Consultant a reasonable opportunity to defend the same at
Consultant's  own expense and with counsel of Consultant's  selection;  PROVIDED
that Peabodys shall at all times also have the right, but not the obligation, to
fully participate in the defense at Peabodys' own expense.  If Consultant shall,
within a reasonable time after this notice, fail to defend,  Peabodys 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  Consultant.  Without  limiting the
foregoing,  Consultant  specifically  agrees  to  indemnify  and  hold  harmless
Peabodys  from any and all legal  expenses  reasonably  incurred  by Peabodys in
enforcing its rights under this Section 9.

10. MISCELLANEOUS.

     10.1. ENTIRE AGREEMENT.  This Agreement contains the entire agreement among
the  parties  and  supersedes  all prior and  contemporaneous  oral and  written
agreements,  understandings and representations among the parties. No amendments
to this  Agreement  shall be  binding  unless  executed  in writing by the party
against whom enforcement of such modification is sought.

     10.2. NONASSIGNABILITY. Consultant may not assign its obligations hereunder
without the prior written consent of Peabodys.

     10.3.  SEVERABILITY.  If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid,  void, or unenforceable,  the remaining
provisions  shall  nevertheless  continue in full force and effect without being
impaired or invalidated in any way.

     10.4. ATTORNEYS' FEES; PREJUDGMENT INTEREST. If the services of an attorney
are  required  by any party to  secure  the  performance  of this  Agreement  or
otherwise upon the breach or default of another party to this  Agreement,  or if
any judicial  remedy or  arbitration  is  necessary to enforce or interpret  any
provision  of this  Agreement or the rights and duties of any person in relation
thereto,  the prevailing party shall be entitled to reasonable  attorneys' fees,
costs and other  expenses,  in addition to any other  relief to which such party
may be entitled.  Any award of damages following  judicial remedy or arbitration
as a result  of the  breach of this  Agreement  or any of its  provisions  shall
include  an award of  prejudgment  interest  from the date of the  breach at the
maximum amount of interest allowed by law.

     10.5.  WAIVER.  Any of the terms or  conditions  of this  Agreement  may be
waived at any time by the party  entitled  to the benefit  thereof,  but no such
waiver  shall  affect  or  impair  the  right of the  waiving  party to  require
observance,  performance or satisfaction  either of that term or condition as it
applies on a subsequent occasion or of any other term or condition.

     10.6. NOTICE. Any notice under this Agreement shall be in writing,  and any
written  notice or other document shall be deemed to have been duly given (i) on
the date of personal  service on the  parties,  (ii) on the third  business  day
after mailing, if the document is mailed by

                                       5
<PAGE>

registered or certified mail,  (iii) one day after being sent by professional or
overnight  courier or messenger  service  guaranteeing  one-day  delivery,  with
receipt confirmed by the courier, or (iv) on the date of transmission if sent by
telegram, telex, telecopy or other means of electronic transmission resulting in
written copies,  with receipt  confirmed.  Any such notice shall be delivered or
addressed to the parties at the  addresses set forth below or at the most recent
address specified by the addressee through written notice under this provision.

     10.4.  GOVERNING  LAW.  The rights and  obligations  of the parties and the
interpretation  and  performance of this Agreement shall be governed by the laws
of the State of California,  excluding its conflict of laws rules,  and the laws
of the United States.

     10.5.  VENUE.  Each party consents to the  jurisdiction of, and any actions
arising under this  Agreement  shall be heard and resolved in, the courts of the
State of California.

     10.6.   COUNTERPARTS.   This  Lease  may  be  executed  in  any  number  of
counterparts  with the same  effect as if the  parties  had all  signed the same
document.  All counterparts shall be construed together and shall constitute one
agreement.

     10.7.  AMENDMENT.  The  provisions of this Agreement may be modified at any
time by written agreement of the parties.


                                        PEABODYS COFFEE, INC.,
                                        A Nevada corporation


                                        By:_________________________________
                                                 Todd Tkachuk, President
                                        Address: 3845 Atherton Road., Suite 9
                                                 Rocklin, CA 95765

                                        CONSULTANT:


                                        -----------------------------------
                                        DAVID LYMAN

                                        Address:
                                                 -----------------------

                                                 -----------------------