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EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                  LA JOLLA FRESH SQUEEZED COFFEE COMPANY, INC.

                                       AND

                               WILLIAM E. MARSHALL

         This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of
December 5, 2001 by and between LA JOLLA FRESH SQUEEZED COFFEE COMPANY, INC.
(the "Company"), a Washington corporation, and William E. Marshall
("Executive"). Company and Executive are hereinafter collectively referred to as
the "Parties," and individually referred to as a "Party."

         WHEREAS, the Parties desire to enter into this Agreement, which sets
forth the terms and conditions of the employment relationship of Executive with
Company;

         NOW, THEREFORE, in consideration of the foregoing Recital, the mutual
promises and covenants set forth herein, and other valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties, intending to
be legally bound, hereby agree as follows:

1. EMPLOYMENT.

       1.1.   Company hereby agrees to employ Executive and Executive hereby
              accepts such employment by Company upon the terms and conditions
              set forth in this Agreement.

       1.2.   Executive shall serve as General Counsel of Company and shall
              report to the Chief Executive Officer.

2. LOYAL AND CONSCIENTIOUS PERFORMANCE.

       2.1.   FULL ENERGIES. During the Term, Executive shall devote his full
              business energies, interest, abilities and productive time to the
              proper and efficient performance of his duties and to Company's
              business and affairs. The principal place of employment of
              Executive shall be at Company's principal executive offices, which
              are currently in San Diego, California.

       2.2.   COMPANY POLICIES. The employment relationship between the parties
              shall be governed by the general employment policies and practices
              of Company, including but not limited to those relating to
              protecting confidential information; provided, however, that when
              the terms of this Agreement differ from or are in conflict with
              Company's general employment policies or practices, this Agreement
              shall control.

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3. EMPLOYMENT PERIOD.

       3.1.   EMPLOYMENT PERIOD. The period during which Executive shall be
              employed hereunder (the "Employment Period") shall commence on
              January 2, 2002 (the "Effective Date") and shall end on the fifth
              anniversary thereof; provided, however, that commencing on the
              fourth anniversary of the Effective Date and on each subsequent
              anniversary of the Effective Date (each such anniversary, a
              "Renewal Date"), the Employment Period shall automatically be
              extended for one additional year. The Employment Period is subject
              to the termination provisions provided in Section 5 below.

4. COMPENSATION.

       4.1.   BASE SALARY. Company shall pay Executive a base salary of $144,000
              per year ("Base Salary"), payable in regular periodic payments in
              accordance with Company policy. The Base Salary shall be prorated
              for any partial year of employment on the basis of a 365-day
              fiscal year. The Base Salary may be changed from time to time by
              mutual agreement of Executive and Company.

       4.2.   CUSTOMARY TAXES. All of Executive's compensation shall be subject
              to customary withholding taxes and any other employment-related
              taxes as are commonly required to be collected or withheld by
              Company.

       4.3.   EXPENSES. During the Term, Company agrees to reimburse Executive
              for his reasonable and necessary business expenses related to his
              employment hereunder in accordance with Company's standard
              policies and requirements regarding expense reimbursement.
              Executive shall also be reimbursed, subject to the approval of the
              Chief Executive Officer, for his reasonable expenses he incurs in
              relocating his domicile to within a reasonable distance of the
              principal executive offices of Company as may be necessary from
              time to time.

       4.4.   BENEFITS. Executive shall, in accordance with Company policies and
              the terms of applicable plan documents, be eligible to participate
              in benefits under any executive benefit plan or arrangement which
              may be in effect from time to time and made available to its
              executive or key management employees. Company may modify or
              cancel its benefit plan(s) as it deems necessary.

       4.5.   GRANT OF STOCK. Company shall grant Executive one million
              (1,000,000) shares (subject to adjustment for stock splits,
              dividends, recapitalizations and the like) of Company's restricted
              common stock on or about the Effective Date of this Agreement (the
              "Shares").

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       4.6.   REPURCHASE RIGHT. The shares granted in Section 4.5 above shall be
              subject to the right of Company to repurchase the Shares in the
              event of a termination by Company for Cause or by Executive
              without Good Reason (as such terms are defined below) at a
              per-share price of par value ($0.001) ("Right of Repurchase")
              according to the following terms:
              a.   VESTING SCHEDULE. The Company's Right of Repurchase shall
                   lapse on the last day of each month, beginning with the first
                   full month after the Effective Date, as to 1/60th of the
                   Shares until all 1,000,000 Shares have fully vested and
                   Company's Right of Repurchase has been fully extinguished.
                   For purposes of this Agreement, shares which still have a
                   Right of Repurchase shall be called "Unvested Shares" and
                   shares for which the Right of Repurchase has lapsed shall be
                   call "Vested Shares." The certificate representing Unvested
                   Shares shall be kept in the custody of Company at its
                   principal place of business. Nothing in this Agreement shall
                   limit any of Executive's voting rights for either Vested or
                   Unvested Shares.
              b.   PROCEDURE FOR ACCRUING AND TRANSFERRING VESTED SHARES. On or
                   about January 7th of each year, the certificate representing
                   Unvested Shares in the custody of Company shall be reissued
                   as two certificates: one shall represent the shares that have
                   vested and accrued during the previous calendar year (01/01
                   to 12/31) and shall promptly be delivered to Executive and
                   the other certificate shall represent the remaining Unvested
                   Shares, if any, and shall remain in the custody of Company.
                   Notwithstanding the foregoing, at any time, upon Executive's
                   written request, Company shall perform such issuance of any
                   accrued Vested Shares provided that Executive bears the
                   reasonable expense of such issuance.

       4.7.   ACCELERATION DUE TO CHANGE IN CONTROL. Notwithstanding anything in
              this Agreement to the contrary, upon a Change in Control as
              defined herein, the Right of Repurchase provided in Section 4.6
              above shall lapse as to all Unvested shares and all shares granted
              in Section 4.5 shall become fully vested. For purposes of this
              Agreement, a "Change in Control" of Company shall mean:
              a.   The acquisition by any individual, entity or group (within
                   the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                   Exchange Act of 1934, as amended (the "Exchange Act")) (a
                   "Person") of beneficial ownership (within the meaning of Rule
                   13d-3 promulgated under the Exchange Act) of 20% or more of
                   either (i) the then outstanding shares of common stock of
                   Company (the "Outstanding Company Common Stock") or (ii) the
                   combined voting power of the then outstanding voting
                   securities of Company entitled to vote generally in the
                   election of directors (the "Outstanding Company Voting
                   Securities"); provided, however, that the following
                   acquisitions shall not constitute a Change of Control: (A)
                   any acquisition directly from Company, (B) any acquisition by
                   Company, (C) any acquisition by any employee benefit plan (or
                   related trust) sponsored or maintained by Company or any
                   corporation controlled by Company or (D) any acquisition by
                   any corporation pursuant to a transaction which complies with
                   clauses (i), (ii) and (iii) of subsection (c); or

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              b.   Individuals who, as of the date hereof, constitute the board
                   of directors (the "Incumbent Board") cease for any reason to
                   constitute at least a majority of the board; provided,
                   however, that any individual becoming a director subsequent
                   to the date hereof whose election, or nomination for election
                   by Company's shareholders, was approved by a vote of at least
                   a majority of the directors then comprising the Incumbent
                   Board shall be considered as though such individual were a
                   member of the Incumbent Board, but excluding, for this
                   purpose, any such individual whose initial assumption of
                   office occurs as a result of an actual or threatened election
                   contest with respect to the election or removal of directors
                   or other actual or threatened solicitation of proxies or
                   consents by or on behalf of a Person other than the board; or
              c.   Approval by the shareholders of Company of a reorganization,
                   merger, share exchange or consolidation (a "Business
                   Combination"), in each case, unless, following such Business
                   Combination, (i) all or substantially all of the individuals
                   and entities who were the beneficial owners, respectively, of
                   the Outstanding Company Common Stock and Outstanding Company
                   Voting Securities immediately prior to such Business
                   Combination beneficially own, directly or indirectly, more
                   than 80% of, respectively, the then outstanding shares of
                   common stock and the combined voting power of the then
                   outstanding voting securities entitled to vote generally in
                   the election of directors, as the case may be, of the
                   corporation resulting from such Business Combination
                   (including, without limitation, a corporation which as a
                   result of such transaction owns the company through one or
                   more subsidiaries) in substantially the same proportions as
                   their ownership, immediately prior to such Business
                   Combination of the Outstanding Company Common Stock and
                   Outstanding Company Voting Securities, as the case may be,
                   (ii) no Person (excluding any employee benefit plan (or
                   related trust) of Company or such corporation resulting from
                   such Business Combination) beneficially owns, directly or
                   indirectly, 20% or more of, respectively, the then
                   outstanding shares of common stock of the corporation
                   resulting from such Business Combination or the combined
                   voting power of the then outstanding voting securities of
                   such corporation except to the extent that such ownership
                   existed prior to the Business Combination and (iii) at least
                   a majority of the members of the board of directors of the
                   corporation resulting from such Business Combination were
                   members of the Incumbent Board at the time of the execution
                   of the initial agreement, or of the action of the board,
                   providing for such Business Combination; or
              d.   Approval by the shareholders of Company of (i) a complete
                   liquidation or dissolution of Company or (ii) the sale or
                   other disposition of all or substantially all of the assets
                   of Company, other than to a corporation, with respect to
                   which following such sale or other disposition, (A) more than
                   80% of, respectively, the then outstanding shares of common
                   stock of such corporation and the combined voting power of
                   the then outstanding voting securities of such corporation
                   entitled to vote generally in the election of directors is
                   then beneficially owned directly or indirectly, by all or
                   substantially all of the individuals and entities who were
                   the beneficial owners, respectively, of the Outstanding
                   Company Common Stock and Outstanding Company Voting

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                   Securities immediately prior to such sale or other
                   disposition in substantially the same proportion as their
                   ownership, immediately prior to such sale or other
                   disposition, of the Outstanding Company Common Stock and
                   Outstanding Company Voting Securities, as the case may be,
                   (B) less than 20% of, respectively, the then outstanding
                   shares of common stock of such corporation and the combined
                   voting power of the then outstanding voting securities of
                   such corporation entitled to vote generally in the election
                   of directors is then beneficially owned, directly or
                   indirectly, by any Person (excluding any employee benefit
                   plan (or related trust) of Company or such corporation),
                   except to the extent that such Person owned 20% or more of
                   the Outstanding Company Common Stock or Outstanding Company
                   Voting Securities prior to the sale or disposition and (C) at
                   least a majority of the members of the board of directors of
                   such corporation were members of the Incumbent Board at the
                   time of the execution of the initial agreement, or of the
                   action of the board, providing for such sale or other
                   disposition of assets of Company or were elected, appointed
                   or nominated by the board.

       4.8.   ACCELERATION DUE TO SUCCESSFUL REPAYMENT OF OFFERING DEBT. Company
              contemplates entering into a private placement debt offering to
              raise an estimated one million dollars in bridge funds followed by
              four to five million dollars in five-year debt, which may be
              prepaid by Company. In the event that such an offering is
              successfully completed, all Executive's Shares shall immediately
              vest and the Right of Repurchase shall be fully extinguished upon
              Company repaying such debt in full.

       4.9.   TAX CONSEQUENCES. Executive understands and acknowledges that he
              may suffer adverse tax consequences as a result of the grant of
              equity compensation provided under this Agreement and is advised
              to consult with a qualified tax consultant in connection with such
              compensation. Executive warrants that he is not relying on Company
              or its agent, employees or assigns for any tax advice.

       4.10.  RESTRICTED NATURE OF SECURITIES. Executive understands and
              acknowledges that the Shares granted in Section 4.5 shall not be
              registered under the Securities Act of 1933, as amended (the
              "Act"), at the time of issuance and shall be subject to federal
              and state laws including laws that restrict the transferability of
              the Shares.

       4.11.  STOCK OPTION PLAN. Executive shall be eligible to participate in
              any stock option or other equity compensation plans generally made
              available to its executives or key management.

       4.12.  BONUS. Executive shall be eligible to participate in the grant of
              bonuses or bonus and/or profit sharing plans for the benefit of
              Company's executives and key management, which the board of
              directors of Company, at its pleasure, may from time to time
              implement.

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5. TERMINATION.

       5.1.   DEATH. The Executive's employment shall terminate automatically
              upon his death during the Employment Period.

       5.2.   DISABILITY. If the board makes a determination in good faith that
              Executive has suffered a Disability, as defined below, within the
              Employment Period, it may terminate Executive's employment subject
              to the notice provisions in Section 5.5 below. For purposes of
              this Agreement, "Disability" shall mean the absence of Executive
              from Executive's duties with Company on a full-time basis for 180
              consecutive business days as a result of incapacity due to mental
              or physical illness which is determined to be total and permanent
              by a physician selected by Company or its insurers and acceptable
              to Executive or Executive's legal representative (such acceptance
              not to be withheld unreasonably).

       5.3.   TERMINATION FOR CAUSE. The Company may terminate Executive's
              employment during the Employment Period for Cause (as defined
              below) subject to notice requirements in Section 5.5. For purposes
              of this Agreement, "Cause" shall mean the occurrence or existence
              of any of the following with respect to Executive, as determined
              by a majority of the disinterested directors of the board:
              a.   a material breach of, or the willful failure or refusal by
                   Executive to perform and discharge his duties,
                   responsibilities or obligations under this Agreement (other
                   than by reason of death or physical or mental disability), OR
              b.   the willful engaging by Executive in illegal conduct, gross
                   misconduct or gross negligence which is materially and
                   demonstrably injurious to Company.
              For purposes of this Section 5.3, no act or failure to act, on the
              part of Executive, shall be considered "willful" unless it is
              done, or omitted to be done, by Executive in bad faith or without
              reasonable belief that Executive's action or omission was in the
              best interests of Company. Any act, or failure to act, based upon
              authority given pursuant to a resolution duly adopted by the board
              shall be conclusively presumed to be done, or omitted to be done,
              by Executive in good faith and in the best interests of Company.

       5.4.   GOOD REASON. Executive may voluntarily terminate his employment
              with Company for Good Reason subject to notice requirements in
              Section 5.5. For purposes of this Section 5.4, "Good Reason" shall
              mean:
              a.   the re-assignment of Executive to any non-executive position;
              b.   any failure by Company to comply with any of the provisions
                   of Section 4 of this Agreement, other than an isolated,
                   insubstantial and inadvertent failure not occurring in bad
                   faith and which is promptly remedied by Company after receipt
                   of notice thereof given by Executive; OR
              c.   any failure by Company to comply with and satisfy Section
                   12.1 of this Agreement.

       5.5.   NOTICE OF TERMINATION. Any termination of this Agreement (or of
              severance payments) other than by reason of death shall be
              communicated by a Notice of Termination to the other Party hereto
              given in accordance with Section 13 of this Agreement. For
              purposes of this Agreement, a "Notice of Termination" shall mean a

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              written notice which (i) indicates the specific termination
              provision in this Agreement relied upon, (ii) to the extent
              applicable, sets forth in reasonable detail the facts and
              circumstances claimed to provide a basis for termination under the
              provision so indicated and (iii) if the Date of Termination (as
              defined below) is other than the date of receipt of such notice,
              specifies the Date of Termination as defined below in Section 5.6.
              The failure by Executive or Company to set forth in the Notice of
              Termination any fact or circumstance which contributes to a
              showing of Good Reason or Cause shall not waive any right of
              Executive or Company, respectively, hereunder or preclude
              Executive or Company, respectively, from asserting such fact or
              circumstance in enforcing Executive's or Company's right
              hereunder.

       5.6.   DATE OF TERMINATION. In the event that Executive's employment is
              terminated, the "Date of Termination," which shall end the
              Employment Period, shall be:
              a.   if terminated by Company for Cause, the date of receipt by
                   Executive of the Notice of Termination or any later date
                   specified therein;
              b.   if terminated by Company other than for Cause (including due
                   to Disability), thirty (30) days from the date of receipt by
                   Executive of the Notice of Termination or any later date
                   specified therein;
              c.   if terminated by Executive for Good Reason, thirty (30) days
                   from the date of receipt by Company of the Notice of
                   Termination;
              d.   if terminated by Executive other than for Good Reason, the
                   earlier of the date of receipt by Company of the Notice of
                   Termination or the date on which Executive substantially
                   ceased to perform his duties and responsibilities hereunder;
                   AND
              e.   if terminated due to death, the date of Executive's death.

6. COMPANY'S OBLIGATIONS UPON TERMINATION.

       6.1.   GOOD REASON; WITHOUT CAUSE. In the event of a termination of this
              Agreement by Executive for Good Reason or by Company without Cause
              (and excluding terminations due to death or Disability):
              a.   Company shall pay to Executive all accrued salary, vacation
                   time, and benefits under any applicable benefit plans of
                   Company through the Date of Termination;
              b.   upon the execution by Executive of a release substantially in
                   the form of Exhibit B attached hereto, Company shall pay to
                   Executive severance pay in an amount equal to his then base
                   salary payable in the manner as though the termination had
                   not occurred such severance pay to continue until the fifth
                   anniversary of the Effective Date of this Agreement or one
                   year from the Date of Termination, whichever is longer (see
                   Section 8 below regarding termination of severance pay);
              c.   Company shall promptly deliver to Executive any accrued
                   Vested Shares as described in Sections 4.5 and 4.6;

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              d.   all Unvested Shares as described in Sections 4.5 and 4.6
                   shall immediately vest with any and all Right of Repurchase
                   on such shares being extinguished and a certificate
                   representing such shares shall be promptly delivered to
                   Executive; and
              e.   Company shall pay to Executive a prorated bonus for the year
                   in which the termination occurs for any then applicable bonus
                   or bonus plan payable in accordance with Company's normal
                   bonus payment policy, but in no event later than 90 days
                   after the end of the fiscal year in which Executive's
                   employment is terminated.

       6.2.   CAUSE; OTHER THAN FOR GOOD REASON, DEATH OR DISABILITY. In the
              event of a termination of this Agreement by Company for Cause or
              by Executive without Good Reason (and excluding terminations due
              to death or Disability), Company shall pay to Executive all
              salary, vacation time, Vested Shares, and benefits under any
              applicable benefit plans of Company accrued and due through the
              Date of Termination and nothing more.

       6.3.   DEATH. In the event of a termination of this Agreement due to the
              death of Executive, including death due to suicide:
              a.   Company shall pay to Executive's legal representatives all
                   salary, vacation time, and benefits under any applicable
                   benefit plans of Company accrued and due through the Date of
                   Termination including, without limitation, benefits at least
                   equal to the most favorable benefits provided by Company to
                   the estates and beneficiaries of peer executives of Company;
              b.   upon the execution by Executive's legal representatives of a
                   release substantially in the form of Exhibit B attached
                   hereto, Company shall pay to Executive's legal
                   representatives severance pay in an amount equal to twelve
                   (12) months of his then base salary, less standard
                   withholdings for tax and social security purposes, payable
                   over a twelve (12) month term in monthly pro-rata payments
                   commencing on the Date of Termination (see Section 8 below
                   regarding termination of severance pay);
              c.   Company shall promptly deliver to Executive's legal
                   representatives any accrued Vested Shares as described in
                   Sections 4.5 and 4.6;
              d.   All Unvested Shares as described in Sections 4.5 and 4.6
                   shall immediately vest, with any and all Right of Repurchase
                   on such shares being extinguished and a certificate
                   representing such shares shall be promptly delivered to
                   Executive's legal representatives; and
              e.   Company shall pay to Executive's legal representatives a
                   prorated bonus for the year in which the termination occurs
                   for any then applicable bonus or bonus plan payable in
                   accordance with Company's normal bonus payment policy, but in
                   no event later than 90 days after the end of the fiscal year
                   in which Executive's employment is terminated.

       6.4.   DISABILITY. In the event of a termination of this Agreement due to
              Disability:

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              a.   Company shall pay to Executive all accrued salary, vacation
                   time, and benefits under any applicable benefit plans of
                   Company through the Date of Termination;
              b.   upon the execution by Executive or Executive's legal
                   representatives, as may be necessary, of a release
                   substantially in the form of Exhibit B attached hereto,
                   Company shall pay to Executive severance pay in an amount
                   equal to twelve (12) months of his then base salary, less
                   standard withholdings for tax and social security purposes,
                   payable over a twelve (12) month term in monthly pro-rata
                   payments commencing on the Date of Termination (see Section 8
                   below regarding termination of severance pay);
              c.   Company shall promptly deliver to Executive any accrued
                   Vested Shares as described in Sections 4.5 and 4.6;
              d.   All Unvested Shares as described in Sections 4.5 and 4.6
                   shall immediately vest, with any and all Right of Repurchase
                   on such shares being extinguished and a certificate
                   representing such shares shall be promptly delivered to
                   Executive; and
              e.   Company shall pay to Executive a prorated bonus for the year
                   in which the termination occurs for any then applicable bonus
                   or bonus plan payable in accordance with Company's normal
                   bonus payment policy, but in no event later than 90 days
                   after the end of the fiscal year in which Executive's
                   employment is terminated.

7. TRADE SECRETS AND CONFIDENTIAL INFORMATION.

       7.1.   For purposes of this Section 7, "Confidential Information" means
              any data or information, other than Trade Secrets, that are
              valuable to Company and not generally known to the public or to
              competitors of Company. "Trade Secret" means information
              including, but not limited to, any technical or non-technical
              data, formula, pattern, compilation program, device, method,
              technique, drawing, process, financial data, financial plan,
              product plan, list of actual or potential customers or suppliers
              or other information similar to any of the foregoing, which (i)
              derives economic value, actual or potential, from not being
              generally known to, and not being readily ascertainable by proper
              means by, other persons who can derive economic value from its
              disclosure or use and (ii) is the subject of efforts that are
              reasonable under the circumstances to maintain its secrecy.

       7.2.   The Executive acknowledges he is employed by Company in a
              confidential relationship wherein he, in the course of his
              employment with Company, has received or will receive and has had
              or will have access to Confidential Information and Trade Secrets
              of Company, including but not limited to confidential and secret
              business and marketing plans, strategies and studies, detailed
              client/customer lists and information relating to the operations
              and business requirements of those clients/customers and
              accordingly, he is willing to enter into the covenants contained
              in this Section 7 and Section 8 of this Agreement in order to
              provide Company with what he considers to be reasonable protection
              for its interest.

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       7.3.   The Executive shall hold in confidence all Confidential
              Information and Trade Secrets of Company and its direct or
              indirect subsidiaries that come into his knowledge during his
              employment by Company and shall not disclose, publish or make use
              of at any time after the date hereof such Confidential Information
              or Trade Secrets without the written consent of Company.

       7.4.   Notwithstanding the foregoing, the provisions of this Section 7
              will not apply to (i) information required to be disclosed by
              Executive in the ordinary course of his duties hereunder or (ii)
              Confidential Information that otherwise becomes generally known in
              the industry or to the public through no act of Executive or any
              person or entity acting by or on Executive's behalf, or which is
              required to be disclosed by court order or applicable law.

       7.5.   The parties agree that the restrictions stated in this Section 7
              are in addition to and not in lieu of protections afforded to
              trade secrets and confidential information under applicable state
              law. Nothing in this Agreement is intended to or shall be
              interpreted as diminishing or otherwise limiting Company's right
              under applicable state law to protect its trade secrets and
              confidential information.

       7.6.   The parties agree that damages would be an inadequate remedy for
              Company in the event of a breach or threatened breach of this
              Section 7 of this Agreement by Executive, and in the event of any
              such breach or threatened breach, Company may, either with or
              without pursuing any potential damage remedies, obtain and enforce
              an injunction prohibiting Executive from violating this Agreement
              and requiring Executive to comply with its terms.

       7.7.   Executive agrees to simultaneously execute and abide by the
              Employee Confidentiality and Invention Assignment Agreement
              attached hereto as Exhibit A. In the event of a conflict between
              Exhibit A and this Agreement regarding the subject matter of
              Sections 7 or 8 herein, this Agreement shall prevail on the term
              or portion thereof in conflict and all other terms or portions
              thereof shall remain in full force and effect.

8. NONCOMPETITION/NONSOLICITATION

       8.1.   NONSOLICITATION. Executive agrees that in order to protect
              Company's Confidential Information from unauthorized use,
              Executive will not, either directly or through others, during the
              Employment Period or within two years thereafter:
              a.   solicit or attempt to solicit any employee, consultant or
                   independent contractor of Company to terminate his or her
                   relationship with Company in order to become an employee,
                   consultant or independent contractor to or for any other
                   person or business entity;
              b.   solicit or attempt to solicit the business of any customer,
                   vendor or distributor which, at the time of termination or
                   within one (1) year prior thereto, was doing business with

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                   Company or was listed on Company's customer, vendor or
                   distributor list in such as manner that adversely alters
                   Company's business relationship with the customer, vendor or
                   distributor .
              c.   take any other action that may cause any employee, customer,
                   or supplier of Company to terminate or adversely alter his,
                   her, or its relationship with Company.
              Notwithstanding anything in this Agreement to the contrary, in the
              event that the board of directors makes a good faith determination
              that Executive has committed any of the acts described in
              subsections (a), (b) or (c) of this Section 8.1 at any time in
              which Executive is receiving severance payments under Sections
              6.1.b or 6.4.b, the board may elect to terminate such severance
              payments upon written notice to Executive in accordance with
              Section 5.5 herein.

       8.2.   NONCOMPETITION. During the Employment Period, Executive agrees to
              not, without Company's prior written consent, directly or
              indirectly, be employed by, be connected with, or have an interest
              of any kind in, whether as an employee, consultant, officer,
              director, partner, stockholder, joint venturer, or otherwise, any
              person or entity owning, managing, controlling, operating, or
              otherwise participating or assisting in any business that is
              similar to or in competition with the business of Company or its
              affiliates ("Competitive Activity"). Moreover, in the event that,
              following a termination of this Agreement for any reason, the
              board of directors makes a good faith determination that Executive
              has engaged or is engaging in Competitive Activity in any
              territory in which Company or any of its operating subsidiaries
              (whether in existence on the date of this Agreement or thereafter)
              is conducting business or producing, marketing, distributing or
              selling any of their products, the board may elect, at its
              pleasure, to terminate any severance payments made to Executive
              under Sections 6.1.b or 6.4.b, if any, upon written notice to
              Executive in accordance with Section 5.5 herein; provided,
              however, that Competitive Activity, for purposes of this
              Agreement, shall not include ownership by Executive of less than 5
              percent (5%) of the issued and outstanding securities of any class
              of a corporation listed on a national securities exchange or
              designated as national market system securities on an interdealer
              system by the National Association of Securities Dealers, Inc.

9. MITIGATION.

       9.1.   The Executive shall not be required to mitigate amounts payable
              pursuant to Section 6 hereof by seeking other employment or
              otherwise, nor shall such payments be reduced on account of any
              remuneration earned by Executive attributable to employment by
              another employer, by retirement benefits, by offset against any
              amount claimed to be owed by Executive to Company (other than any
              amounts owed by Executive under Company benefit plans and
              agreements and any expenses incurred by Company on Executive's
              behalf and at Executive's request) or otherwise.

                                       11
<PAGE>

10. INDEMNIFICATION AND INSURANCE.

       10.1.  To the fullest extent permitted by law, Company shall indemnify
              Executive (including the advancement of expenses) for any
              judgments, fines, amounts paid in settlement and reasonable
              expenses, including attorneys' fees, incurred by Executive in
              connection with the defense of any lawsuit or other claim to which
              he is made a party by reason of being an officer, director or
              employee of Company or any of its subsidiaries. During the
              Employment Period and for at least three years thereafter, Company
              shall use its reasonable best efforts to maintain customary
              director and officer liability insurance covering Executive for
              acts and omissions during the Employment Period.

       10.2.  Company agrees to maintain adequate directors and officers
              insurance covering Executive during the Employment Period and to
              use its best efforts to maintain such coverage for a minimum of
              three years thereafter.

11. CHOICE OF LAW

       11.1.  This Agreement shall be interpreted and enforced in accordance
              with the laws of the State of California.

12. ASSIGNMENT AND BINDING EFFECT.

       12.1.  The Company will require any successor (whether direct or
              indirect, by purchase, merger, consolidation or otherwise) to all
              or substantially all of the business and/or assets of Company to
              assume expressly and agree to perform this Agreement in the same
              manner and to the same extent that the company would be required
              to perform it if no such succession had taken place. As used in
              this Agreement, "Company" shall mean Company as hereinbefore
              defined and any successor to its business and/or assets as
              aforesaid which assumes and agrees to perform this Agreement by
              operation of law, or otherwise.

       12.2.  This Agreement shall not be assignable by Executive. This
              Agreement and all rights of Executive hereunder shall inure to the
              benefit of and be enforceable by Executive's personal or legal
              representatives, executors, administrators, successors, heirs,
              distributees, devisees and legatees. Upon Executive's death, all
              amounts to which he is entitled hereunder, unless otherwise
              provided herein, shall be paid in accordance with the terms of
              this Agreement to Executive's devisee, legatee, or other designee
              or, if there be no such designee, to Executive's estate.

13. NOTICES.

       13.1.  All notices or demands of any kind required or permitted to be
              given by Company or Executive under this Agreement shall be given
              in writing and shall be personally delivered (and receipted for)
              or mailed by certified mail return receipt requested, postage
              prepaid, and, if to Company, addressed to Company's principal
              executive offices and if to Executive, to Executive's primary
              place of residence.

                                       12
<PAGE>

14. INTEGRATION

       14.1.  This Agreement (including any and all Exhibits) contains the
              entire agreement of the Parties relating to the subject matter
              contained in this Agreement. There are no restrictions, promises,
              covenants, or undertakings between Company and Executive, other
              than those expressly set forth in this Agreement. This Agreement
              supersedes all prior agreements and understandings between the
              Parties relating to the subject matter contained herein.

15. SEVERABILITY

       15.1.  Whenever possible, each provision of this Agreement shall be
              interpreted in such a manner as to be effective and valid, but if
              any one or more of the provisions contained in this Agreement
              shall be invalid, illegal or unenforceable in any respect for any
              reason, the validity, legality and enforceability of any such
              provisions in every other respect and of the remaining provisions
              of this Agreement shall not be in any way impaired.

16. AMENDMENT.

       16.1.  This Agreement cannot be amended or modified except by a written
              agreement signed by Executive and Company.

17. WAIVER.

       17.1.  No term, covenant or condition of this Agreement or any breach
              thereof shall be deemed waived, except with the written consent of
              the Party against whom the waiver is claimed, and any waiver or
              any such term, covenant, condition or breach shall not be deemed
              to be a waiver of any preceding or succeeding breach of the same
              or any other term, covenant, condition or breach.

18. INTERPRETATION AND CONSTRUCTION

       18.1.  The headings set forth in this Agreement are for convenience of
              reference only and shall not be used in interpreting this
              Agreement. This Agreement has been drafted by legal counsel
              representing Company, but Executive has been encouraged to consult
              with his own independent legal counsel with respect to the terms
              of this Agreement. The Parties acknowledge that each Party and its
              counsel has reviewed or had an opportunity to review this
              Agreement prior to execution. The normal rule of construction that
              any ambiguities are to be resolved against the drafting party
              shall not be employed in the interpretation of this Agreement.

19. REPRESENTATIONS AND WARRANTIES.

       19.1.  Executive represents and warrants that he is not restricted or
              prohibited, contractually or otherwise, from entering into and

                                       13
<PAGE>

              performing each of the terms and covenants contained in this
              Agreement, and that his execution and performance of this
              Agreement will not violate or breach any other agreements between
              Executive and any other person or entity.

20. DISPUTE RESOLUTION AND BINDING ARBITRATION

       20.1.  Executive and Company agree that, if a dispute arises concerning
              or relating to Executive's employment with Company, the dispute
              shall be submitted to binding arbitration under the rules of the
              American Arbitration Association then in effect. The arbitration
              shall take place in San Diego County, California or in the county
              in which Company's headquarters is located, if different, and both
              Executive and Company agree to submit to the jurisdiction of the
              arbitrator selected in accordance with American Arbitration
              Association rules and procedures. Except as set forth in Section
              7.6 and any like provision in Exhibit A, Executive and Company
              agree that this arbitration procedure will be the exclusive means
              of redress for any disputes relating to or arising from
              Executive's employment with Company, including disputes over
              rights provided by federal, state, or local statures, regulations,
              ordinances, and common law, including all laws that prohibit
              discrimination based on any protected classification. The Parties
              expressly waive the right to jury trial, and agree that the
              arbitrator's award shall be final and binding on both parties, and
              nonappealable. The arbitrator shall have discretion to award the
              prevailing Party reasonable costs and attorney fees incurred in
              bringing or defending an action under this Section 20.

       20.2.  Executive waives any right to damages against any shareholder,
              director, officer, or employee of Company for any claim, damages,
              cost, or expense arising from Executive's employment with company
              and acknowledges that Executive's remedy for such claims is
              against Company for actions taken by individuals in their capacity
              as agents or Company.

21. LEGAL EXPENSES.

       21.1.  Should any litigation, arbitration, or administrative action or
              other such proceeding be commenced between the Parties or their
              personal representatives concerning any provision of this
              Agreement or the rights and duties of any person in relation to
              this Agreement, the party or parties prevailing in such action
              shall be entitled, in addition to such other relief as may be
              granted, to recover all legal fees and expenses which such party
              may reasonably incur as a result of the proceeding.

22. COUNTERPARTS.

       22.1.  This Agreement may be executed in any number of counterparts, each
              of which shall be an original, but all of which together shall
              constitute one instrument.

                                       14
<PAGE>

23. TRADE SECRETS OF OTHERS.

       23.1.  The Executive shall not divulge to Company and/or its subsidiaries
              any confidential information or trade secrets belonging to others,
              including Executive's former employers, nor shall Company and/or
              its affiliates seek to elicit from Executive any such information.
              Executive shall not provide to Company and/or its affiliates, nor
              shall Company and/or its affiliates request any documents or
              copies of documents containing such information.


     IN WITNESS WHEREOF, the Parties have executed this Agreement on December 5,
2001 to be effective as of the Effective Date.

     Date: ___________              LA JOLLA FRESH SQUEEZED COFFEE CO., INC.


                                          ----------------------
                                    By:   Cody C. Ashwell
                                    Its:  Chairman


     Date: ___________              EXECUTIVE

                                    -----------------------
                                    William E. Marshall

                                       15
<PAGE>

                                    EXHIBIT A
                                    ---------

                  LA JOLLA FRESH SQUEEZED COFFEE COMPANY, INC.
                          EMPLOYEE CONFIDENTIALITY AND
                         INVENTION ASSIGNMENT AGREEMENT


         THIS CONFIDENTIALITY AND INVENTION AGREEMENT ("Agreement") is entered
into on ______________ ("Execution Date") by and between LA JOLLA FRESH SQUEEZED
COFFEE COMPANY, INC. (the "Company") and William Marshall ("Employee").

         In consideration of Employee's continued employment by Company, the
compensation now and hereafter paid to Employee, and other valuable
consideration, Employee hereby acknowledges and agrees with Company as follows:

1. EFFECTIVE DATE. This Agreement shall become effective on the earlier of (a)
commencement of Employee's employment with Company, or (b) the date and time at
which any Confidential Information (as defined in Section 2 below) was first
disclosed to or developed by Employee.

2. CONFIDENTIAL INFORMATION. Company has and will develop, compile, and own
certain proprietary techniques and confidential information that have great
value in its business (said techniques and information as described within this
Section 2 are referred to in this Agreement collectively as "Confidential
Information"). Company has, and will come to have in the future, access to
Confidential Information of its Clients. ("Clients" shall mean any persons or
entities for whom Company performs services or from whom Company or Employee
obtains information.) Confidential Information includes not only information
disclosed by Company or its Clients to Employee in the course of his employment,
but also information developed or learned by Employee during the course of his
employment with Company, such as Inventions (as defined in Section 8.1 below).
Confidential Information is to be broadly defined. Confidential Information
includes all information that has or could have commercial value or other
utility in the business in which Company or Clients are engaged or in which they
contemplate engaging. Confidential Information also includes all information of
which the unauthorized disclosure could be detrimental to the interests of
Company or the Clients, whether or not such information is identified as
Confidential Information by Company or Clients. By example and without
limitation, Confidential Information includes any and all information concerning
techniques, processes, formulas, trade secrets, inventions, discoveries,
improvements, research or development, test results, specifications, data,
know-how, formats, marketing plans, business plans, strategies, forecasts,
unpublished financial information, budgets, projections, customer and supplier
identities, characteristics, and agreements.

                                       16
<PAGE>

3. PROTECTION OF CONFIDENTIAL INFORMATION. Employee agrees that, at all times
during or after his employment, he will hold in trust, keep confidential, and
not disclose to any third party or make any use of the Confidential Information
of Company or Clients except for the benefit of Company or Clients and in the
course of his employment with Company. Employee further agrees not to cause the
transmission, removal, or transport of Confidential Information or Inventions
from Company's principal place of business (currently 9060 Activity Road, Suite
A, San Diego, CA 92126-4455) or such other place of business specified by
Company, without prior written approval of the Chief Executive Officer of
Company (the "CEO"). In the event that Employee desires to publish the results
of his work for Company through literature or speeches, Employee agrees to
submit such literature or speeches to the CEO at least ten (10) days before
dissemination of such information for a determination of whether such disclosure
may destroy trade secret status or be highly prejudicial to the interests of
Company or its Clients, or whether disclosure may constitute an invasion of
their privacy. Employee agrees not to publish, disclose, or otherwise
disseminate such information without prior written approval of the CEO. Employee
acknowledges that he or she is aware that the unauthorized disclosure of
Confidential Information of Company or its Clients may be highly prejudicial to
their interests, an invasion of privacy, and an improper disclosure of trade
secrets. Whenever the approval, designation, specification, or other act of the
CEO is required under this Agreement, the CEO may, by written designation,
authorize an agent of Company to perform such act.

4. NON-COMPETITION DURING EMPLOYMENT. Except with the express prior written
consent of the CEO, Employee agrees that he or she will not, during the period
of his employment with Company: (a) engage in any employment or activity other
than for Company in any business in which Company is engaged or contemplates
engaging; (b) induce any other employee of or consultant to Company to engage in
any such employment or activity; or (c) solicit any Clients or potential Clients
of Company for services similar to those performed by Company even though not
directly competitive with such services.

5. PRIOR KNOWLEDGE AND INVENTION. Employee has disclosed on Schedule A a
complete list of all Inventions proprietary to Employee and which Employee wants
to exclude from the application of this Agreement. Company agrees to receive and
hold all such disclosures in confidence.

6. PRIOR COMMITMENTS. Employee has no other agreements, relationships, or
commitments to any other person or entity that conflict with Employee's
obligations to Company under this Agreement.

7. CONFIDENTIAL INFORMATION OR TRADE SECRETS OF OTHERS. Employee will not
disclose to Company, or use, or induce Company to use, any confidential
information or trade secrets of others. Employee represents and warrants that he
or she has returned all property and confidential information belonging to all
prior employers.

8. ASSIGNMENT OF EMPLOYEE INVENTIONS

                                       17
<PAGE>

         8.1. DISCLOSURE. Employee will promptly disclose in writing to Company
         all discoveries, developments, designs, ideas, improvements,
         inventions, formulas, processes, techniques, know-how, intellectual
         property, and data (whether or not patentable or registerable under
         copyright or similar statutes) made, conceived, reduced to practice, or
         learned by Employee (either alone or jointly with others) during the
         period of his employment, that are related to or useful in the business
         of Company, or which result from tasks assigned to Employee by Company,
         or from the use of premises owned, leased, or otherwise acquired by
         Company (all of the foregoing are referred to in this Agreement as
         "Inventions").

         8.2. ASSIGNMENT OF INVENTIONS CREATED PRIOR TO EXECUTION OF THIS
         AGREEMENT. FOR VALUABLE CONSIDERATION, EMPLOYEE TRANSFERS AND ASSIGNS
         EMPLOYEE'S ENTIRE RIGHT, TITLE, AND INTEREST IN ALL INVENTIONS (AS
         DEFINED ABOVE) MADE, CONCEIVED, REDUCED TO PRACTICE, OR LEARNED BY
         EMPLOYEE (EITHER ALONE OR JOINTLY WITH OTHERS) DURING HIS PAST
         RELATIONSHIP WITH COMPANY OR ANY ENTITIES WHOSE RIGHTS AND/OR ASSETS
         HAVE BEEN TRANSFERRED TO COMPANY VIA A SALE OF ASSETS, MERGER OR
         OTHERWISE. EMPLOYEE EXPRESSLY ACCEPTS AS ADEQUATE CONSIDERATION FOR
         THIS ASSIGNMENT OF INVENTIONS EMPLOYEE'S CONTINUED EMPLOYMENT BY
         COMPANY, THE COMPENSATION NOW AND HEREAFTER PAID TO EMPLOYEE, AND OTHER
         VALUABLE CONSIDERATION.

         8.3. ASSIGNMENT OF INVENTIONS DURING THE TERM OF THIS AGREEMENT.
         Employee acknowledges and agrees that, during the term of this
         Agreement, all Inventions belong to and shall be the sole property of
         Company and shall be Inventions of Company subject to the provisions of
         this Agreement. Employee assigns to Company all right, title, and
         interest Employee may have or may acquire in and to all Inventions.

         8.4. MISCELLANEOUS. Employee agrees to sign and deliver to Company
         (either during or subsequent to his employment) such other documents as
         Company considers desirable to evidence the assignment of all rights of
         Employee, if any, in any Inventions to Company and Company's ownership
         of such Inventions. Any provision in this Agreement requiring Employee
         to assign rights to an Invention does not apply to any invention that
         qualifies under California Labor Code section 2870, which section is
         reproduced in the attached Schedule C, Written Notification to
         Employee.

9. POWER OF ATTORNEY. In the event Company is unable to secure Employee's
signature on any document necessary to apply for, prosecute, obtain, or enforce
any patent, copyright, or other right or protection relating to any Invention,
whether due to mental or physical incapacity or any other cause, Employee hereby
irrevocably designates and appoints Company and each of its duly authorized
officers and agents as his agent and attorney-in-fact to act for and in his
behalf and stead to execute and file any such document and to do all other
lawfully permitted acts to further the prosecution, issuance, and enforcement of
patents, copyrights, or other rights or protections with the same force and
effect as if executed and delivered by the Employee.

                                       18
<PAGE>

10. TERMINATION OF EMPLOYMENT.

         10.1. DELIVERY OF DOCUMENTS AND DATA. In the event of termination
         (voluntary or otherwise) of Employee's employment with Company,
         Employee agrees, promptly and without request, to deliver to and inform
         Company of all documents and data pertaining to his employment and the
         Confidential Information and Inventions of Company or Clients, whether
         prepared by Employee or otherwise coming into his possession or
         control, and to sign Schedule B to this Agreement. Employee will not
         retain any written or other tangible material containing any
         information concerning or disclosing any of the Confidential
         Information or Inventions of Company or Clients. Employee recognizes
         that the unauthorized taking of any of Company's trade secrets is a
         crime under California Penal Code section 499(c) and is punishable by
         imprisonment in a state prison or in a county jail for a time not
         exceeding one year, or by a fine not exceeding five thousand dollars
         ($5000), or by both such fine and such imprisonment. Employee further
         recognizes that such unauthorized taking of Company's trade secrets
         could also result in civil liability under California's Uniform Trade
         Secrets Act (Civil Code sections 3426-3426.11), and that willful
         misappropriation may result in an award against Employee for triple the
         amount of Company's damages and Company's attorney fees in collecting
         such damages.

         10.2. OBLIGATIONS OF EMPLOYEE AFTER TERMINATION OF EMPLOYMENT. In the
         event of termination (voluntary or otherwise) of Employee's employment
         with Company, Employee agrees that he or she will protect the value of
         the Confidential Information and Inventions of Company and Clients and
         will prevent their misappropriation or disclosure. Employee will not
         disclose or use to his benefit (or the benefit of any third party) or
         to the detriment of Company or its Clients any Confidential Information
         or Invention. Employee further agrees that, for a period of two years
         immediately following termination (voluntary or otherwise) of
         Employee's employment with Company, Employee shall not interfere with
         the business of Company by inducing an employee to leave Company's
         employ or by inducing a consultant to sever the consultant's
         relationship with Company.

11.INJUNCTIVE RELIEF. Because Employee's breach of this Agreement may cause
Company irreparable harm for which money is inadequate compensation, Employee
agrees that Company will be entitled to injunctive relief to enforce this
Agreement, in addition to damages and other available remedies.

12. ATTORNEY FEES. If any action is necessary to enforce this Agreement, the
prevailing party shall be entitled to recover its attorney fees.

                                       19
<PAGE>

13. MATERIAL CONDITION OF EMPLOYMENT. Employee acknowledges and agrees that the
protections set forth in this Agreement are a material condition to his
employment with and compensation by Company.

14. AMENDMENT AND BINDING EFFECT. This Agreement may not be amended except by an
instrument in writing signed by both parties. This Agreement shall be binding on
the heirs, executors, administrators, and other legal representatives and
assigns of Employee, and is for the benefit of Company and its successors and
assigns.

15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California.

16. ENTIRE UNDERSTANDING. This Agreement expresses the entire understanding of
the parties about the described subject matter.

17.CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and
remedies provided for in this Agreement shall be cumulative. No one right or
remedy shall be exclusive of the others or of any right or remedy allowed in law
or in equity. No waiver or indulgence by Company of any failure by Employee to
keep or perform any promise or condition of this Agreement shall be a waiver of
any preceding or succeeding breach of the same or any other promise or
condition. No waiver by Company or any right shall be construed as a waiver of
any other right. Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.

18.SEVERABILITY. If a court finds any provision of this Agreement invalid or
unenforceable as applied to any circumstance, the remainder of this Agreement
and the application of such provision to other persons or circumstances shall be
interpreted so as best to effect the intent of the parties hereto. The parties
further agree to replace any such void or unenforceable provision of this
Agreement with a valid and enforceable provision that will achieve, to the
extent possible, the economic, business, and other purposes of the void or
unenforceable provision.


CAUTION: THIS AGREEMENT AFFECTS YOUR RIGHTS TO INVENTIONS YOU HAVE MADE AND MAY
MAKE DURING YOUR EMPLOYMENT, AND RESTRICTS YOUR RIGHT TO DISCLOSE OR USE
COMPANY'S CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO YOUR EMPLOYMENT.

EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS. EMPLOYEE
HAS COMPLETELY FILLED OUT SCHEDULE A TO THIS AGREEMENT AND HAS RECEIVED A COPY
OF THE WRITTEN NOTIFICATION TO EMPLOYEE CONTAINING CALIFORNIA LABOR CODE SECTION
2870.

                                       20
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the Execution Date first written above.


EMPLOYEE:


    -------------------------------------------------
    William Marshall                Date

    Social security #:    ***-**-****
    Address:              *****************
                          *****************


LAJOLLA FRESH SQUEEZED COFFEE COMPANY, INC.



By:  ________________________________________________
     Cody C. Ashwell, Chairman & CEO        Date

                                       21
<PAGE>

                                   Schedule A
                               Employee Statement



1. PRIOR INVENTIONS. Except as set forth below, I acknowledge at this time that
I have not made or reduced to practice (alone or jointly with others) any
Inventions that I do not wish to be assigned to Company under this Agreement (if
none, so indicate):

         [  ] None

         [  ] Addition sheets attached.






2. CONFLICTING RELATIONSHIPS. Except as set forth below, I acknowledge that I
have no other current or prior agreements, relationships, or commitments that
conflict with my relationship with Company under my Confidentiality Agreement
(if none, so indicate):

         [  ] None

         [  ] Addition sheets attached.









                                _______________________ Date: ______________
                                William Marshall

                                       22
<PAGE>

                                   Schedule B
                            Termination Certification

         This is to certify that I do not have in my possession, nor have I
failed to return, any Confidential Information or copies of such information, or
other documents or materials, equipment, or other property belonging to Company
or its Clients.

         I further certify that I have complied with and will continue to comply
with all the terms of the Confidentiality and Invention Assignment Agreement
which I signed, including the reporting of any Inventions (as defined in that
agreement) conceived or made by me that are covered by that Agreement.

         I further agree that, in compliance with the Confidentiality and
Invention Assignment Agreement, I will preserve as confidential and not use any
or all Confidential Information, Inventions, or other information that has or
could have commercial value or other utility in the business in which Company or
its Clients are engaged or in which they contemplate engaging. I will not
participate in the unauthorized disclosure of information that could be
detrimental to the interests of Company or its Clients, whether or not such
information is identified as Confidential Information by Company or its Clients.

         On termination of my employment with Company, I will be employed by
_______________________ and will be working in connection with the following
projects:





                                _______________________ Date: ___________
                                William Marshall

                                       23
<PAGE>

                                   Schedule C
                        Written Notification to Employee

         In accordance with California Labor Code section 2872, you are hereby
notified that your Confidentiality and Invention Assignment Agreement does not
require you to assign to Company any Invention for which no equipment, supplies,
facility, or trade secret information of Company was used and that was developed
entirely on your own time, and does not relate to the business of Company or to
Company's actual or demonstrably anticipated research or development, or does
not result from any work performed by you for Company.

         The following is the text of California Labor Code section 2870:

         "(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his rights in an invention to
his employer shall not apply to an invention that the employee developed
entirely on his own time without using the employer's equipment, supplies,
facilities, or trade secret information except for those inventions that either:

               i.  Relate at the time of conception or reduction to practice of
                   the invention to the employer's business, or actual or
                   demonstrably anticipated research or development of the
                   employer; or
               ii. Result from any work performed by the employee for the
                   employer.

         (b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable."

         I hereby acknowledge receipt of this written notification.




                                _______________________ Date: ___________
                                William Marshall

                                       24
<PAGE>

                    EXHIBIT B - RELEASE AND WAIVER OF CLAIMS

         In consideration of the payments and other benefits set forth in
Sections 4 and 6 of the Employment Agreement dated ____________ to which this
form is attached, I, William Marshall, hereby furnish LA JOLLA FRESH SQUEEZED
COFFEE COMPANY, INC. (the "Company"), with the following release and waiver
("Release and Waiver").
         I hereby release, and forever discharge Company, its officers,
directors, agents, employees, stockholders, successors, assigns, affiliates and
Benefit Plans, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys' fees, damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising at any time prior
to and including my employment termination date with respect to any claims
relating to my employment and the termination of my employment, including but
not limited to, claims pursuant to any federal, state or local law relating to
employment, including, but not limited to, discrimination claims, claims under
the California Fair Employment and Housing Act, and the Federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), or claims for
wrongful termination, breach of the covenant of good faith, contract claims,
tort claims, and wage or benefit claims, including but not limited to, claims
for salary, bonuses, commissions, stock, stock options, vacation pay, fringe
benefits, severance pay or any form of compensation.
         In releasing claims unknown to me at present, I am waiving all rights
and benefits under Section 1542 of the California Civil Code, and any law or
legal principle of similar effect in any jurisdiction: "A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
         I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADEA, that this release and waiver is knowing and
voluntary, and that the consideration given for this release and waiver is in
addition to anything of value to which I was already entitled as an Executive of
Company. I further acknowledge that I have been advised, as required by the
Older Workers Benefit Protection Act, that: (a) the release and waiver granted
herein does not relate to claims which may arise after this release and waiver
is executed; (b) I have the right to consult with an attorney prior to executing
this release and waiver (although I may choose voluntarily not to do so); and if
I am over 40 years old upon execution of this (c) I have twenty-one (21) days
from the date of termination of my employment with Company in which to consider
this release and waiver (although I may choose voluntarily to execute this
release and waiver earlier); (d) I have seven (7) days following the execution
of this release and waiver to revoke my consent to this release and waiver; and
(e) this release and waiver shall not be effective until the seven (7) day
revocation period has expired.

                                    --------------------------------------------
                                    William E. Marshall             Date

                                       25