[LOGO] Bank of America                               Amendments to Documents
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                        AMENDMENT NO. 4 TO BUSINESS LOAN
                                    AGREEMENT

          This Amendment No. 4 (the  "Amendment")  dated as of October 10, 1997,
is between Bank of America NT & SA (the  "Bank") and Coffee  People,  Inc.  (the
"Borrower").

                                    RECITALS

          A. The Bank and the  Borrower  entered  into a certain  Business  Loan
Agreement   dated  as  of  September  4,  1996,  as   previously   amended  (the
"Agreement").

          B. The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT

          1.  DEFINITIONS.  Capitalized  terms  used  but  not  defined  in this
Amendment shall have the meaning given to them in the Agreement.

          2. AMENDMENTS. The Agreement is hereby amended as follows:

             2.1  A new  Subparagraph  8.2(d) is hereby added to the  Agreement
                  to read in its entirety as follows:

                  8.2(d) A detailed individual store earnings report within 45
                         days after the end of each fiscal quarter.

             2.2  In  Paragraph  8.3 of the Agreement the  ratio  ".75:1.0" is
                  substituted for the ratio "1.25:1.0".

             2.3  Paragraph  8.3A of the  Agreement  is amended in its entirety
                  as follows:

                  8.3A  TOTAL LIABILITIES TO TANGIBLE NET WORTH.  To maintain
                        for each quarterly accounting period, a ratio of total
                        liabilities to tangible net worth not exceeding the 
                        levels indicated for each period specified below:

                 Period                              Ratio
                 ------                              -----

                 For September 30, 1997             4.5:1.0

                 From December 31, 1997
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                through March 31, 1998              4.0:1.0

                Period                              Ratio
                ------                              -----

                From June 30, 1998
                through September 30, 1998         3.0:1.0

                From December 31, 1998
                through September 30, 1999         2.5:1.0

                From December 31, 1999
                and thereafter                     2.0:1.0

"Total  liabilities"  means  the  sum of  current  liabilities  plus  long  term
liabilities.

"Tangible  net  worth"  means  the gross  book  value of the  Borrower's  assets
(excluding goodwill,  patents,  trademarks,  trade names,  organization expense,
treasury stock,  unamortized  debt discount and expense,  deferred  research and
development costs, deferred marketing expenses, and other like intangibles) less
total  liabilities,  including  but not limited to accrued and  deferred  income
taxes, and any reserves against assets.

             2.4  Paragraph  8.4 of the  Agreement  is amended in its  entirety
                  as follows:

                  8.4  CASH FLOW RATIO.  To maintain for each quarterly
                       accounting period, a cash flow ratio of at least 2.0:1.0.

                       "Cash flow ratio"  means the ratio of cash flow to
                       the current portion of long term debt.

                       "Cash  flow" is  defined  as net  income,  excluding  all
                       extraordinary  charges and/or recoveries  associated with
                       the closure of seven  retail  stores  announced  with the
                       Borrower's  June  30,  1997  financial  statement,   plus
                       depreciation and amortization,  less non-financed capital
                       expenditures,  plus the cash and cash equivalents balance
                       as  of  the  last  day  of  the  most  recent   quarterly
                       accounting period.

                       This ratio will be  calculated  at the end of each fiscal
                       quarter, using the result of that quarter and each of the
                       three immediately preceding quarters. The current portion
                       of long term debt will be  measured as of the last day of
                       the most recent quarterly accounting period.

             2.5  A new  Paragraph  8.7A is hereby added to the Agreement to 
                  read in its entirety as follows:

                  8.7A   CHANGE  IN  OWNERSHIP.  Not to  cause,  permit  or
                         suffer  any  change,  direct or  indirect,  in the
                         Borrower's  capital  ownership that would allow an
                         outside entity or current minority owner to obtain
                         a controlling interest in the Borrower.

             2.6  A new  Paragraph  8.7B is hereby added to the Agreement to 
                  read in its entirety as follows:

                  8.7B   CHANGE IN  MANAGEMENT.  Not to cause,  permit,  or
                         suffer  any  material  changes  in the  Borrower's
                         Board of  Directors or senior  management  without
                         the Bank's prior written consent.

          3. EFFECT OF AMENDMENT.  Except as provided in this Amendment,  all of
the terms and conditions of the Agreement shall remain in full force and effect.


<PAGE>



     This  Amendment is executed as of the date stated at the  beginning of this
Amendment.


Bank of America NT & SA                       Coffee People, Inc.



X  /s/ Sharon Capizzo                         X  /s/ Kenneth B. Ross
-------------------------------               ----------------------------------
By:      Sharon Capizzo                       By:      Kenneth B. Ross
Title:   Vice President                       Title:   Chief Financial Officer