Exhibit 10.13

SECOND AMENDMENT TO SUPPLY AGREEMENT

[*Material
has been omitted pursuant to a request for confidential treatment in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. The redacted material has been filed separately with the Securities and Exchange Commission.]

This
Second Amendment to Supply Agreement (the "Second Amendment") is made this 14th day of February, 2002 by and between TULLY'S COFFEE CORPORATION, a Washington corporation, doing
business at 3100 Airport Way South, Seattle, Washington 98134, U.S.A. ("Seller"), and TULLY'S COFFEE JAPAN CO., LTD., a company organized under the laws of Japan, doing business at
3-4-1 Takanawa, Minato-ku, Tokyo, Japan ("Buyer").

RECITALS

A.    Seller and Buyer are parties to that certain Tully's Coffee Supply Agreement dated April 26, 2001(the "Supply Agreement"), as amended by
that certain First Amendment to Supply Agreement executed by Buyer and Seller dated October 1, 2001 (the "First Amendment") (with the Supply Agreement and the First Amendment being collectively
referred to herein as, the "Supply Agreement"). Unless otherwise defined herein, capitalized terms and phrases used in this Second Amendment shall have the meanings given to such terms and phrases in
the Supply Agreement.

B.    Subject
to the terms and conditions set forth herein, Seller and Buyer now desire to further amend the Supply Agreement as set forth in herein.

NOW,
THEREFORE, the parties hereto agree as follows:

AGREEMENT

1.    Amendments.The Supply Agreement is hereby amended as follows:

1.1    Section 2Purchase Requirements.Section 2 of the Supply Agreement entitled "Purchase
Requirements" is hereby amended to replace the existing Schedule 1 to the Supply Agreement listing of "Tully's Products" which must be procured exclusively from Seller with the new
Schedule 1 attached to this Second Amendment. Under the Supply Agreement, Buyer is required to purchase from Seller all of Buyer's requirements for Tully's Products (other than green and
roasted coffee beans and ground coffee) needed in Buyer's operations of Tully's Stores in the Territory. For purposes of this Second Amendment and the Supply Agreement, (i) references to
"Tully's Stores in the Territory" or "Buyer's Tully's Stores" shall be deemed to include (x) Tully's Stores hereafter opened in the Territory by franchisees pursuant to a franchise business
support agreement to be entered into between Buyer and Venture Link Co., Ltd. on or about the same date as this Second Amendment ("VL Franchised Tully's Stores"), and (y) Tully's Stores
heretofore or hereafter opened in the Territory by franchisees without the support of Venture Link Co., Ltd. If Seller shall develop any new product or products in connection with the operation
of Tully's Stores (which do not replace existing Tully's Products), Seller shall have the right to include such new products on the list of Tully's Products covered by the Supply Agreement, provided
that notwithstanding to the contrary herein or in that certain License Agreement dated April 26, 2001 entered into between Seller and Buyer(as the same has been amended or otherwise modified in
writing, the "License Agreement"), Buyer shall not be required to carry or utilize any such new product in the Tully's Stores in the Territory. If Seller develops a product to replace any Tully's
Product for use in the majority of Tully's Stores worldwide, such replacement product shall automatically replace such Tully's Product on the then existing list of Tully's Products covered by the
Supply Agreement, provided, however, that (i) notwithstanding to the contrary herein or in the License

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Agreement, the foregoing shall not result in a requirement to buy such replacement product from Seller if the replaced product is then being supplied by an approved alternative vendor pursuant to
Section 2.7, (ii) such replacement product shall be reasonably sized and scaled and, if applicable, compatible with electric outlets and current, for Tully's Stores in the Territory,
(iii) such replacement product shall comply with all applicable official regulations in the Territory (including the health code), (iv) the foregoing shall not result in a requirement to
buy such replacement product from Seller until such replacement product shall have all necessary approvals from governmental authorities in the Territory; and (v) Seller shall provide to Buyer
all information reasonably necessary for Buyer to import such replacement product into Japan, including all such information requested by governmental authorities in the Territory. Buyer agrees to use
its commercially reasonable best efforts to expeditiously obtain all necessary approvals from governmental authorities in the Territory with respect to any
replacement Tully's Product except to the extent that by virtue of subparagraph (i) above, Buyer is not obligated to purchase such replacement Tully's Product.

Notwithstanding
the foregoing paragraph, nothing contained in this Second Amendment is intended to amend, modify or otherwise alter the terms and conditions contained in the Supply
Agreement with respect to the purchase of green and roasted beans and ground coffee, including without limitation Sections' 2.4 and 2.5 of the Supply Agreement.

1.2    Section 2.1Price.Section 2.1 of the Supply Agreement entitled "Price" is hereby amended by
adding the following two paragraphs:



1.3    Section 2.2Delivery.Section 2.2 of the Supply Agreement entitled "Delivery" is hereby amended
and restated to read as follows:



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1.4    New Section 2.7Vendor Changes.The Agreement is hereby amended to add a new Section 2.7
reading as follows:



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1.5    Amendment to Section 7.Section 7 of the Agreement (as re-numbered in accordance the First
Amendment) is hereby amended to replace "If to Seller" notice information with the following:

If to Seller:

Tully's Coffee Corporation
3100 Airport Way South
Seattle, Washington 98134 U.S.A.
Attention: President and/or Chief
Executive Officer
Fax: (206) 233-2077


1.6    Amendment to Section 8.1.Section 8.1 of the Agreement (as re-numbered in accordance with the
First Amendment) is hereby amended to read as follows:



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1.7    Amendment to Section 8.2.Section 8.2 of the Agreement (as re-numbered in accordance with the
First Amendment) is hereby amended to read as follows:



1.8    New Section 10.A new Section 10 of the Agreement (as renumbered by the First Amendment) is hereby added
reading as follows:



2.    Condition Subsequent Regarding Amendments Contained in this Second Amendment.Seller and Buyer acknowledge and agree that Seller
willingness to agree to the amendments of the Supply Agreement contained in Sections' 1.1 through 1.6 of this Second Amendment are based and conditioned upon Buyer's plans to provide significant
growth in the number of new VL Franchised Tully's Stores to be opened in Japan. As a result, Seller and Buyer agree that, in the event, Buyer fails to open and maintain at least
[ * ] new VL Franchised Tully's Stores for business materially consistent with Buyer's other Tully's Stores in the Territory ("Regular Business") on or before the
one year anniversary of the date of this Second Amendment then the amendments contained in Sections 1.1 through 1.6 of this Second Amendment shall terminate due the failure of a condition
subsequent and

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automatically be voided and deleted from the Supply Agreement, with the sole exception of pricing for all cups and lids which shall remain as provided for in Section 1.2 of this Second
Amendment. As a result thereof and except for pricing related to all cups and lids, all pricing under the Supply Agreement shall revert to the price terms contained in the Supply Agreement prior to
date of this Second Amendment. Likewise, (i) the list of Tully's Products shall revert to the list attached to the original Supply Agreement, and (ii) Buyer will not have the right to
change suppliers or vendors thereafter for any of the Tully's Products unless Seller consents to such change in its sole discretion.

Notwithstanding
the foregoing, in the event that Buyer fails to open and maintain at lease [ * ] VL Franchised Tully's Stores for Regular Business
in the Territory on or prior to the one year anniversary of this Second Amendment but does open up and maintain at [ * ] VL Franchised Tully's Stores for Regular
Business in the Territory within eighteen months of the date of this Second Amendment (in other words, on or prior to the same calendar date as the date of this Second Amendment falling in the
eighteen months following the month in which this Second Amendment is executed), then the amendments contained in this Second Amendment shall again become effective commencing the calendar day
following the date on which the [ * ] VL Franchised Tully's Store opens for Regular Business.

3.    No Other Amendments.Except as specifically set forth in this Second Amendment, the remaining terms and conditions of the Supply
Agreement shall remain unchanged and shall remain in full force and effect. In the event of a conflict between the provisions of this Second Amendment and the Supply Agreement, the provisions of this
Second Amendment shall prevail.

4.    Execution in Counterparts.This Second Amendment may be executed in counterparts, each of which shall constitute an original, but all of
which together shall constitute one and the same document notwithstanding that both parties are no signatories to each counterpart. However, this Second Amendment shall not be enforceable against a
party until a counterpart has been executed by both parties. An executed counterpart signature page transmitted by facsimile (fax) transmission by one party to the other party shall constitute an
original signature page for all purposes.

5.    Integration and Modification.This Second Amendment together with the Supply Agreement constitutes the entire agreement between the
parties with respect to the subject matters hereof. For such matters, there are no other agreements or representations not set forth in this Second Amendment or the Supply Agreement, and this Second
Amendment together with the Supply Agreement incorporate all prior negotiations, agreements and representations. This Second Amendment may not be modified except in writing signed by each party.

6.    License Agreement.The parties hereto agree that nothing contained in this Second Amendment shall amend, modify or in any way change the
terms and conditions contained in the License Agreement. In the event of any conflict between any terms and conditions of this Second Amendment and any of the terms and conditions of the License
Agreement, the terms and conditions of the License Agreement shall control and govern.

7.    Miscellaneous.The following provisions of the Supply Agreement are hereby incorporated in this Second Amendment by reference, except
that references therein to "this Agreement" shall be deemed to be references to "this Second Amendment": Sections' 3, 5 and 6 (which have been re-numbered as Sections 5, 7 and 8 pursuant
to the First Amendment).

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IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written.

Executed
as of the date set forth above.

|SELLER:                        |  |                                                   
|------------------------------ |  | --------------------------------------------------
|                               |  |                                                   
|TULLY'S COFFEE CORPORATION     |  |                                                   
|                               |  |                                                   
|By:                            |  | /s/MARC EVANGERMarc Evanger, its President and CEO
|                               |  |                                                   
|BUYER:                         |  |                                                   
|                               |  |                                                   
|TULLY'S COFFEE JAPAN CO., LTD. |  |                                                   
|                               |  |                                                   
|By:                            |  | /s/KOUTA MATSUDAKouta Matsuda, its President      

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SCHEDULE 1 TO SECOND AMENDMENT TO SUPPLY AGREEMENT

Except
as otherwise provided for in the Supply Agreement, Tully's Products include all of Buyer's (or any approved franchisee of Buyer) requirements or needs for green and/or roasted coffee beans and
ground coffee and the other products specifically identified in the Exhibit A attached to this Schedule 1.

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