EXHIBIT 4.17
------------

                AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
                ------------------------------------------------

     This Amendment No. 1 to Securities  Purchase Agreement (this  "AMENDMENT"),
dated April __,  2003,  is made by and among  Peabodys  Coffee,  Inc.,  a Nevada
corporation  (d/b/a Black Rhino  Coffee) with its  headquarters  located at 3845
Atherton  Road,  Suite 9,  Rocklin,  California  95765 (the  "COMPANY")  and AJW
Partners, LLC, AJW Offshore, Ltd. and AJW Qualified Partners, LLC (collectively,
the "INVESTORS").

     WHEREAS:

     The  Company  and the  Investors  are  parties to that  certain  Securities
Purchase   Agreement,   dated  December  20,  2002  (the  "SECURITIES   PURCHASE
AGREEMENT"); and

     The  Company  and the  Investors  desire to amend the  Securities  Purchase
Agreement as set forth below.

     NOW, THEREFORE, the Company and the Investors hereby agree as follows:

1.   AMENDMENT OF SECTION 8(G) OF THE  SECURITIES  PURCHASE  AGREEMENT.  Section
     8(g) of the Securities Purchase Agreement is hereby amended and restated to
     read in its entirety as follows:

          "(g) SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors  and assigns.  Neither
the  Company  nor any  Buyer  shall  assign  this  Agreement  or any  rights  or
obligations hereunder without the prior written consent of the other;  provided,
however,  that  subject to Section  2(f),  any Buyer may assign this  Agreement,
including,  but not  limited  to,  the  Company's  representations,  warranties,
covenants  and  agreements  contained  herein,  or any of the Buyer's  rights or
obligations  hereunder  to any person  that  purchases  Securities  in a private
transaction from a Buyer or to any of its  "affiliates," as that term is defined
under the 1934 Act,  without the consent of the Company,  and provided  further,
that the Buyers  shall not assign this  Agreement  or any rights or  obligations
hereunder until the completion of the subsequent  investment pursuant to Section
4(l) hereof."

2.   AMENDMENT OF SECTION 8(I) OF THE  SECURITIES  PURCHASE  AGREEMENT.  Section
     8(i) of the Securities Purchase Agreement is hereby amended and restated to
     read in its entirety as follows:

          "(i) SURVIVAL.  The  representations and warranties of the Company and
the  agreements  and covenants set forth in Sections 3, 4, 5 and 8 shall survive
the closing hereunder  notwithstanding any due diligence investigation conducted
by or on behalf of the  Buyers  for a period of two (2) years from the date that
the  subsequent  investment  is completed  pursuant to Section 4(l) hereof.  The
Company  agrees to indemnify  and hold harmless each of the Buyers and all their
officers, directors, employees and agents for loss or damage arising as a result
of or  related  to any  breach or  alleged  breach by the  Company of any of its
representations,  warranties  and covenants set forth in Sections 3 and 4 hereof
or any of its covenants and obligations under this Agreement or the Registration
Rights Agreement, including advancement of expenses as they are incurred."

<PAGE>

3.   NO OTHER PROVISIONS OR DOCUMENTS  AFFECTED HEREBY.  This Amendment does not
     affect any other  provisions of the  Securities  Purchase  Agreement or the
     provisions  of any  other  document  entered  into in  connection  with the
     transactions set forth therein.


                       [Signatures on the Following Page]

                                       2
<PAGE>

          IN WITNESS WHEREOF,  the parties have caused this Amendment to be duly
executed as of the date first written above.


PEABODYS COFFEE, INC.


______________________________________
Todd N. Tkachuk
President


AJW PARTNERS, LLC
By:  SMS Group, LLC


______________________________________
Corey S. Ribotsky
Manager


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


______________________________________
Corey S. Ribotsky
Manager


AJW QUALIFIED, LLC
By:  AJW Manager, LLC


____________________________________
Corey S. Ribotsky
Manager

                                       3
<PAGE>