Exhibit 10.14

TULLY'S COFFEE CORPORATION        EMPLOYMENT AGREEMENT  (Anthony J. Gioia)

THIS AGREEMENT is entered into as of the 13th day of May, 2002, between ANTHONY J. GIOIA ("Executive"), and TULLY'S COFFEE CORPORATION, a Washington corporation
("Tully's").

RECITAL

A.    Subject
to the terms and conditions set forth below, Tully's desires to employ Executive and Executive desires to accept employment by Tully's as Tully's President and
Chief Executive Officer.

AGREEMENT

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

1.Employment; Duties and Attention.



2.Term of Employment.Except as provided in Section 5,
Tully's shall employ Executive for the period beginning on the Commencement Date and continuing until this Agreement is terminated in
accordance withSection 5. The period during which Executive is employed pursuant to this Agreement shall be referred to as the "Employment
Period."Sections 4, 6 and 9. k.shall survive the termination of this Agreement.

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3.Compensation and Benefits.During the Employment Period,
Tully's shall pay to Executive, and Executive shall accept from Tully's, as full compensation for Executive's services hereunder, compensation as follows:



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As
used herein "EBITDA" means earnings before interest, taxes, depreciation and amortization as typically defined in filings made with the U.S. Securities and Exchange Commission or as
otherwise mutually agreed upon between Tully's and Executive. As used herein, EBITDA shall (i) exclude any consideration of expenses related to stock options issued by Tully's, and
(ii) be computed prior to deducting approved bonuses. The Bonus shall be paid each year in a single lump sum payment made no later than five business days after the issuance of Tully's audited
financial statements by Tully's independent auditors.



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4.Confidentiality; Nonsolicitation and Noncompetition.



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5.Termination of Employment.



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6.Compensation Upon Termination.



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The
payments and vesting rights described inSections 6(b) (1)-(3)above are conditioned upon Executive's execution and delivery to Tully's of a full
and complete written release (the "Release") of any and all other claims the Executive may have against the Company in form and substance acceptable to the Company. If Executive fails to deliver the
Release in a timely manner, Tully's shall have no obligation to make the payments or grant early vesting as to any of the Stock Options as described inSections
6(b)(1)-(3)above.

7.Change in Control.In the event of a Change in Control, all
of Executive's unvested Stock Options shall immediately become fully vested and Executive shall be entitled to receive a lump sum payment (made not later than five business after the final completion
of any of the events constituting the Change in Control) equal to eighteen months of severance pay equal to the total annualized cash compensation (Base Salary plus the Bonus) for the prior year, or
in the case of a Change in Control occurring during the first year of this Agreement, the total annualized Base Salary for such year. As used herein, the phrase "Change in Control" shall mean either
(i) a sale of substantially all of the assets of Tully's to a third party other than as part of a transfer of said assets to an entity directly or indirectly controlled by existing Tully's
shareholders holding a majority of the outstanding shares of the common voting stock of Tully's; or (b) a sale of more than fifty percent (50%) of the outstanding voting stock of Tully's to one
or more third parties in a single transaction.

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8.Relocation.Tully's shall reimburse Executive
for 100% of the
normal closing costs and expenses (but not including any loss on sale or the payment of the actual sales purchase price) incurred in connection with (i) the sale of Executive's current personal
residence in Phoenix, Arizona, and (2) the purchase by Executive of a personal residence in Seattle, Washington. Tully's shall also reimburse Executive for (a) 100% of Executive's actual
temporary residential living expenses in Seattle, Washington (not to exceed $2,500 per month) for up to but not exceeding the earlier of six months after the Commencement Date or the date upon which
Executive closes on the purchase of a personal residence in Seattle, Washington; (b) the cost of moving two personal vehicles from Phoenix, Arizona to Seattle, Washington; and (c) the
cost of up to two round trip tickets for each of Executive and his spouse between Phoenix, Arizona and Seattle, Washington related to Executive's initial move to Seattle. In connection with
Executive's purchase of a personal residence in Seattle, Tully's shall provide to Executive an interest-free loan of up to $100,000 (the "Loan"). The Loan may be advanced in one or more
tranches as requested by Executive from time to time. Such loan will be evidenced by a Promissory Note made by Executive in favor of Tully's and shall be repaid on the earlier to occur of
(a) the third anniversary of the Commencement Date, or (2) the date Executive's employment is terminated by Tully's for Cause. Executive's obligation to repay the Loan shall be forgiven
by Tully's in the event of (i) a Change in Control (as defined above), or (ii) the termination by Tully's of Executive's employment Without Cause or by Executive for Good Reason in
accordance withSection 5(f).

9.Miscellaneous.



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If to Tully's:

Tully's Coffee Corporation
Attn: Chairman of the Board
3100 Airport Way South
Seattle, WA 98134If to Executive:

Anthony J. Gioia
C/O 3100 Airport Way South
Seattle, WA 98134




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IN
WITNESS WHEREOF, the parties have hereunto set their hands the day and year first set forth above.

|EXECUTIVE:                          |  | TULLY'S:                  
|----------------------------------- |  | --------------------------
|                                    |  | TULLY'S COFFEE CORPORATION
|/s/ANTHONY J. GIOIAAnthony J. Gioia |  | By                        

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EXHIBIT A TO EMPLOYMENT AGREEMENT  BETWEEN  ANTHONY J, GIOIA  AND  TULLY'S COFFEE CORPORATION

TULLY'S COFFEE CORPORATION(the "Company")

STOCK OPTION AGREEMENT FOR PURCHASE OF STOCK

We
are pleased to inform you that the Company (which term includes any subsidiary of the Company) has granted to you (the "Optionee") this Stock Option Agreement. This Stock Option
Agreement is a
contract between you and the Company. It warrants to you certain defined rights, at certain times, and under certain conditions, to purchase shares of the Company's common stock, and in exchange you
accept certain obligations and responsibilities, as described below and in the Company's 1994 Amended and Restated Stock Option Plan (the "Plan") and the attached Terms and Conditions where the
reference is appropriate.

FOR
VALUABLE CONSIDERATION, the Company does hereby grant to the Optionee, as of the Date of Option Grant specified below, the right and option to purchase the Number of Option Shares of
common stock of the Company specified below (the "Option Shares") for the Exercise Price Per Share specified below, and the right to purchase the Option Shares under this Stock Option Agreement shall
accrue and vest according to the Vesting Schedule specified below:

Name of Optionee:Type of Option:

o

Employee Incentive Stock Optioný

Nonqualified Stock Optiono

Director Nonqualified Stock OptionNumber of Option Shares:Exercise Price Per Share:

$.Date of Option Grant:Term of Option:Vesting Schedule:


EXECUTED
as of the Date of Option Grant.

| |  | TULLY'S COFFEE CORPORATION
| |  | --------------------------
| |  | By                        
| |  |                           
| |  |                           
| |  |                           

By
signing below and entering into this Stock Option Agreement, Optionee agrees to the terms hereof, and all obligations and responsibilities as described in Plan and the attached Terms
and Conditions.

| |  | OPTIONEE
| |  | --------
| |  |         

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TERMS AND CONDITIONS OF STOCK OPTION AGREEMENT

Stock
Options are subject to the terms hereof and of the Company's
1994 Amended and Restated Stock Option Plan ("Plan") where appropriate.
Capitalized Terms used in this Stock Option Agreement (this "Agreement"),
if not otherwise defined, have the meanings given them in the Plan.

1.    Any
Option Shares which become purchasable ("vest") but are not purchased on a vesting date or anniversary date, as the case may be, may be purchased on any subsequent
date, provided all options for the purchase of Option Shares must be exercised within the time periods specified in Section 2 below.

2.    Subject
to the terms hereof, all vested options (i.e., options for which the right to purchase has accrued) shall expire at the earliest to occur of the following:



3.    This
Stock Option may be exercised at different times for portions of the total number of Option Shares for which the right to purchase shall have accrued and vested
hereunder, provided that such portions are in multiples of ten (10) shares if the Optionee holds vested portions for ninety-nine (99) or fewer shares and otherwise in
multiples of one hundred (100) shares.

4.    This
Stock Option shall be adjusted for recapitalizations, stock splits, stock dividends, and the like as described in the Plan.

5.    This
is not an employment contract and while the benefits, if any, of this Stock Option may be an incident of the Optionee's employment with Company, the terms and
conditions of such employment are otherwise wholly independent hereof.

6.    Neither
this Stock Option nor any right under this Agreement is assignable, and rights under this Agreement may be exercised only by the Optionee or a person to whom the
rights under this Agreement shall pass by will or the laws of descent and distribution, provided that Optionee shall be entitled to assign options to the Gioia Living Trust, dated June 5,
1998..

7.    The
Optionee shall indicate Optionee's intention to exercise this Stock Option with respect to vested Option Shares by notifying the Company in writing of such intention,
indicating the number of Option Shares Optionee intends to purchase, and, within ten (10) days thereafter, paying to the Company an amount sufficient to cover the total option price of such
Option Shares. Payment of the

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Exercise Price Per Share specified on the first page of this Agreement shall be made in cash. Exercise of the Option may cause certain negative tax incidents to the Optionee which are not the
responsibility of the Company. Optionee should discuss the tax ramifications of exercise of the options granted herein with tax counsel of Optionee's choice prior to the exercise of any option.

8.    Notwithstanding
the foregoing, no Stock Option shall be exercisable, and rights under this Agreement are not enforceable, unless and until all requirements imposed by or
pursuant to Section 2.17 of the Plan are satisfied.

SECTION
2.17 OF PLAN DESCRIBES CERTAIN IMPORTANT CONDITIONS RELATING TO FEDERAL AND STATE SECURITIES LAWS THAT MUST BE SATISFIED BEFORE THIS OPTION CAN BE EXERCISED AND BEFORE THE
COMPANY CAN ISSUE ANY OPTION SHARES TO THE OPTIONEE. AT THE PRESENT TIME THE PLAN IS NOT REGISTERED AND, ALTHOUGH SHARES MAY BE ISSUED UPON EXERCISE, THE SHARES SO ISSUED ARE NOT FREELY TRADABLE.

THERE
CAN BE NO ASSURANCE THAT THE EXEMPTION(S) ALLOWING ISSUANCE OF THE SHARES UPON EXERCISE WILL REMAIN AVAILABLE, NOR IS THEIR ASSURANCE THAT ISSUED SHARES WILL BE REGISTERED OR THAT
ONCE REGISTERED THE REGISTRATION WILL BE MAINTAINED. IF THE SHARES ARE NOT REGISTERED OR IF THE REGISTRATION IS NOT MAINTAINED, THE OPTIONEE WILL NOT BE ABLE TO TRADE SHARES OBTAINED UPON EXERCISE OF
THIS STOCK OPTION UNTLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. AT THE PRESENT TIME, EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS ARE VERY LIMITED AND MIGHT BE
UNAVAILABLE TO THE OPTIONEE PRIOR TO THE EXPIRATION OF THIS OPTION. AS A CONSEQUENCE OF THE FOREGOING, THE OPTIONEE MIGHT NOT HAVE AN OPPORTUNITY TO EXERCISE THIS OPTION AND TO RECEIVE OPTION SHARES
UPON SUCH EXERCISE, AND, IF THE OPTIONEE IS ABLE TO EXERCISE THIS OPTION AND TO RECEIVE OPTION SHARES UPON SUCH EXERCISE, THE OPTIONEE MIGHT NOT HAVE THE OPPORTUNITY TO TRADE SUCH OPTION SHARES.

9.    NO
RIGHTS TO STOCK OPTIONS OR EMPLOYMENT; NO RESTRICTIONS; NO DAMAGES. Neither Optionee nor any other person shall have any claim or right to be granted a Stock Option.
Having received a Stock Option shall not give Optionee any right to receive any other grant or option whether or not under the Plan. Optionee shall have no rights to or interest in any Option except
as set forth herein, in the Plan where appropriate, or in another Option specifically granted by the Company to Optionee. Neither this Option, the Plan, nor any action taken hereunder or under the
Plan shall be construed as giving any Employee or Director any right to be retained in the employ of, or be engaged as a Director to, the Company, as the case may be. Nothing in the Plan restricts the
Company's rights to adopt other option plans pertaining to any or all of the Employees or Directors covered under the Plan or other Employees or Director not covered under the Plan.

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