SIXTH AMENDMENT TO CREDIT AGREEMENT
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          THIS  SIXTH  AMENDMENT TO CREDIT AGREEMENT (this "Sixth Amendment") is
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entered  into  by  and  among  PEET'S OPERATING COMPANY, INC. (formerly known as
Peet's  Coffee and Tea, Inc.) ("Borrower"), PEET'S TRADEMARK COMPANY, and PEET'S
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COFFEE & TEA, INC. (formerly known as Peet's Companies, Inc.), each a Washington
corporation  (each a "Credit Party" and collectively, the "Credit Parties"), and
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GENERAL  ELECTRIC  CAPITAL CORPORATION, a Delaware corporation ("Lender"), as of
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February  21,  2003,  with  reference  to  the  following  facts:

                                    RECITALS
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     A.     Pursuant  to  that certain Credit Agreement dated as of September 1,
2000, as amended by that certain First Amendment to Credit Agreement dated as of
January  19, 2001, that certain Second Amendment to Credit Agreement dated as of
June  29,  2001,  that  certain  Third Amendment to Credit Agreement dated as of
March  1,  2002,  that  certain Fourth Amendment to Credit Agreement dated as of
April 23, 2002, and that certain Fifth Amendment to Credit Agreement dated as of
December  31, 2002, each by and among Credit Parties and Lender (as the same may
have been further amended, supplemented, or otherwise modified from time to time
prior  to  the  date  of  this  Sixth Amendment, the "Credit Agreement"), Lender
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agreed  to  provide  certain  financial  accommodations to or for the benefit of
Borrower  and  the  other Credit Parties upon the terms and conditions contained
therein.  Unless  otherwise  defined  in  this  Sixth Amendment, (i) capitalized
terms or matters of construction defined or established in Annex A to the Credit
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Agreement  shall  be  applied  as  defined  or  established  therein,  and  (ii)
references  to  Sections,  Schedules,  and Annexes shall refer, respectively, to
Sections,  Schedules,  and  Annexes  of  the  Credit  Agreement.

     B.     Credit  Parties  have  requested certain modifications to the Credit
Agreement, and Lender has agreed to such request on the terms and conditions set
forth  in  this  Sixth  Amendment.

          NOW,  THEREFORE,  in  consideration  of Credit Parties' performance of
their  promises  and  obligations hereunder, the continued performance by Credit
Parties  of  their  promises  and obligations under the Credit Agreement and the
other Loan Documents, and for other good and valuable consideration, the receipt
and  sufficiency  of  which  are  hereby acknowledged, Credit Parties and Lender
hereby  agree  as  follows:

                                    AGREEMENT
                                    ---------

     1.     AMENDMENTS.  Annex  G  to  the Credit Agreement is hereby amended by
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deleting in its entirety paragraph (b) thereof that sets forth the Minimum Fixed
Charge  Ratio  and  substituting the following in lieu thereof:  "[Intentionally
Omitted]"

     2.     EFFECTIVENESS.  This  Sixth  Amendment  shall  be  effective  as  of
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December  1,  2002, upon Lender's receipt of an original of this Sixth Amendment
duly  executed  by  the  Credit  Parties  and  Lender.

<PAGE>

     3.     REPRESENTATIONS AND WARRANTIES.  Each Credit Party hereby represents
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and  warrants  that  (a)  as  of  the  date  of  this Sixth Amendment, it has no
Commercial Tort Claims, (b) at all times from the Closing Date through and until
the  date  of  this  Sixth  Amendment  WBG  has  remained  inactive  and (c) the
representations  and  warranties contained in the Credit Agreement were true and
correct  in  all  material  respects  when made and, after giving effect to this
Sixth  Amendment,  shall  remain true and correct in all material respects as of
the  date  hereof  and  thereof,  except  to  the  extent  that  a  particular
representation  or  warranty  by  its terms expressly applies only to an earlier
date,  or is the subject of an updated disclosure schedule attached hereto.  The
Credit  Agreement  and the other Loan Documents, as modified and amended by this
Sixth  Amendment, constitute legal, valid and binding obligations of each Credit
Party  that  is  a  party  thereto,  enforceable  against  such  Credit Party in
accordance  with  their  respective  terms.

     4.     RATIFICATION.  Except  as  specifically  modified  by  this  Sixth
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Amendment,  the  parties  acknowledge  that  the  Credit  Agreement shall remain
binding  upon  Credit  Parties  and  Lender  and  all  provisions  of the Credit
Agreement  shall  remain  in  full  force  and effect.  Credit Parties expressly
ratify  and  affirm  their  respective  obligations  to  Lender under the Credit
Agreement  and  the  other  Loan  Documents.

     5.     MISCELLANEOUS.
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          5.1     Entire  Agreement;  Amendment.  This Sixth Amendment, together
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with  the Credit Agreement and the other Loan Documents, is the entire agreement
between  the  parties  hereto  with  respect to the subject matter hereof.  This
Sixth  Amendment  supersedes  all  prior  and  contemporaneous  oral and written
agreements and discussions with respect to the subject matter hereof or thereof.
No  amendment,  modification,  or  waiver of any of the provisions of this Sixth
Amendment  shall be valid or enforceable unless set forth in a writing signed by
Credit  Parties  and  Lender.

          5.2     Recitals.  The  recitals  set  forth  at the beginning of this
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Sixth  Amendment  are  true and correct, and such recitals are incorporated into
and  are  a  part  of  this  Sixth  Amendment.

          5.3     Headings.  Section headings used herein are for convenience of
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reference  only,  are  not part of this Sixth Amendment, and are not to be taken
into  consideration  in  interpreting  this  Sixth  Amendment.

          5.4     Counterparts.  This  Sixth  Amendment  may  be  executed  in
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identical  counterpart  copies,  each  of which shall be an original, but all of
which  shall  constitute  one  and  the same agreement.  Delivery of an executed
counterpart  of  a  signature  page  to  this  Sixth  Amendment  by  facsimile
transmission  shall  be effective as delivery of a manually executed counterpart
of this Sixth Amendment.  Any party delivering this Sixth Amendment by facsimile
shall send the original manually executed counterpart of this Sixth Amendment to
the  other  party  promptly  after  such  facsimile  transmission.

          5.5     GOVERNING LAW.  THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH,  THE

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LAWS  OF  THE  STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS.

          5.6     No  Waiver.  Except  as  specifically  set forth in this Sixth
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Amendment,  the  execution,  delivery  and effectiveness of this Sixth Amendment
shall  not  (a)  limit,  impair,  constitute a waiver of or otherwise affect any
right,  power  or  remedy by Lender under the Credit Agreement or any other Loan
Document,  (b)  constitute  a waiver of any provision in the Credit Agreement or
any other Loan Document, or (c) alter, modify, amend or in any way affect any of
the  terms,  conditions,  obligations,  covenants or agreements contained in the
Credit  Agreement  or  any  other  Loan  Document, all of which are ratified and
affirmed  in  all  respects  and  shall  continue  in  full  force  and  effect.

          5.7     Conflict  of Terms.  In the event of any inconsistency between
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the  provisions  of  this  Sixth  Amendment  and  any  provision  of  the Credit
Agreement,  the  terms  and  provisions of this Sixth Amendment shall govern and
control.

[Remainder  of  Page  Intentionally  Left  Blank]

<PAGE>
          IN  WITNESS WHEREOF, this Sixth Amendment to Credit Agreement has been
duly  executed  as  of  the  date  first  written  above.

                                   "CREDIT  PARTIES"

                              PEET'S  COFFEE  &  TEA,  INC.


                              By:     /s/  Mark  N.  Rudolph
                              Name:     Mark  N.  Rudolph
                              Title:     CFO


                              PEET'S  OPERATING  COMPANY,  INC.


                              By:     /s/  Mark  N.  Rudolph
                              Name:     Mark  N.  Rudolph
                              Title:     CFO


                              PEET'S  TRADEMARK  COMPANY


                              By:     /s/  Mark  N.  Rudolph
                              Name:     Mark  N.  Rudolph
                              Title:     CFO



                                   "LENDER"

                              GENERAL  ELECTRIC  CAPITAL
                              CORPORATION


                              By:     /s/  Todd  Gronski
                              Name:     Todd  Gronski
                              Duly  Authorized  Signatory