Exhibit 10.6

                               MARKETING AGREEMENT

         THIS  AGREEMENT  made and entered into this 5th day of January 2004, by
and between The  Cervelle  Group,  a Delaware  LLC,  hereinafter  referred to as
"Cervelle" and Peabodys Coffee, Inc. hereinafter referred to as "Company".

         WITNESSETH:

         For and in consideration of the mutual promises and covenants contained
herein the parties hereto agree as follows:

         1.  ENGAGEMENT.  Company  hereby  hires  and  engages  Cervelle  as  an
independent  contractor  on a  non-exclusive  basis;  and,  Cervelle does hereby
accept engagement as an independent contractor by the Company upon the terms and
conditions hereinafter set forth.

         2. TERM. The term of this Agreement shall be from the January 5th 2004,
to the 180th day from the effective date of this Agreement.

         3.  DUTIES  AND  OBLIGATIONS  OF  CERVELLE.  Cervelle  shall  have  the
following duties and obligations under this Agreement:

                  3.1. Establish financial public relations methodology designed
to increase awareness of the Company within the investment community.

                  3.2. Assist the Company in the  implementation of its business
plan and in accurately  disseminating  information  to the market  place,  which
information has been provided by the Company.

                  3.3. To expose the Company to a broad network of active retail
brokers, financial analysts,  institutional fund managers, private investors and
active financial newsletter writers.

                  3.4  Assist  the  Company  in the  preparation  of  all  press
releases and coordinate the release of such releases with the Company.

ALL OF THE FOREGOING  CERVELLE  PREPARED  DOCUMENTATION  CONCERNING THE COMPANY,
INCLUDING,  BUT NOT LIMITED TO, DUE DILIGENCE REPORTS,  CORPORATE  PROFILE,  FAX
SHEETS, AND QUARTERLY NEWSLETTERS,  SHALL BE PREPARED BY CERVELLE FROM MATERIALS
SUPPLIED TO IT BY THE  COMPANY  AND SHALL BE  APPROVED  BY THE COMPANY  PRIOR TO
DISSEMINATION BY CERVELLE.

4. CERVELLE'S  COMPENSATION.  Company hereby  covenants and agrees to pay, total
compensation to Cervelle as follows:

         o        33,333 unrestricted free trading shares of Peabodys Coffee
                  Inc. (OTCBB: PBDY) per month for the duration of the
                  Agreement.

         o        50,000 shares of rule144 restricted stock of stock symbol
                  PBDY.


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5  CERVELLE'S  EXPENSES  AND  COSTS.  Company  shall pay all costs and  expenses
incurred by  Cervelle,  its  directors,  officers,  employees,  and  agents,  in
carrying  out its duties and  obligations  pursuant  to the  provisions  of this
Agreement,  excluding Cervelle's general and administrative  expenses and costs,
but including and not limited to the following costs and expenses; provided, all
cost and expense items in excess of $500.00 are approved by the Company prior to
Cervelle's incurrence of the same:

              5.1. Travel expenses, including, but limited to transportation,
lodging and food expenses, when such travel is conducted on behalf of the
Company. (If requested)

              5.2. Seminars, expositions, money and investment shows.

              5.3. Radio and television time and print media advertising costs.

              5.4. Subcontract fees and costs incurred in preparation of
research reports.

              5.5. Cost of on site due diligence meetings.

              5.6. Printing and publication costs of brochures and marketing
materials.

              5.7. Printing and publication costs of Company annual reports.

              5.8. Postage on all packages mailed.

              5.9. Conference Calls set up by company and Agreed to by Client.

Company shall pay to Cervelle all costs and expenses incurred with ten (10) days
of receipt of Cervelle's written invoice for the same.

         6. COMPANY'S DUTIES AND  OBLIGATIONS.  Company shall have the following
duties and obligations under this Agreement.

                  6.1.  Cooperate fully and timely with Cervelle so as to enable
Cervelle to perform its obligations under this Agreement.

                  6.2.  Within  one (1) day of the  date  of  execution  of this
Agreement to deliver to Cervelle a complete due diligence package on the Company
including  all the Company's  filings with  Securities  and Exchange  Commission
within the last twelve  months,  the last twelve months of press releases on the
Company and all other relevant materials, including but not limited to corporate
reports,  brochures,  and the like;  a list of the names of addresses of all the
Company's  shareholders  known to the  Company;  and, a list of the  brokers and
market  makers in the  Company's  securities  and which have been  following the
Company.



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<PAGE>

                  6.3 The Company will provide  Cervelle with weekly DTC reports
by 5:00 PM every  Tuesday  starting on the first  Tuesday after the execution of
the Agreement ending the first Tuesday after the termination of the Agreement.

                  6.4. The Company will act diligently and promptly in reviewing
materials  submitted to it from time to time by Cervelle and to inform  Cervelle
of any  inaccuracies  contained  therein  prior  to the  dissemination  of  such
materials.

                  6.5. Immediately give written notice to Cervelle of any change
in its financial  condition or in the nature of its business or operations which
had or might have an adverse  effect on its  operations,  assets,  properties or
prospects of its business.

                  6.6.  Immediately  pay all  costs  and  expenses  incurred  by
Cervelle under the provisions of this Agreement when presented with invoices for
the same by Cervelle.

                  6.7. Give full disclosure of all material facts concerning the
Company to Cervelle and to up date such information on a timely basis.

                  6.8.  Promptly pay the  compensation  due  Cervelle  under the
provisions of this Agreement.

         7.  NONCIRCUMVENTION.  Company,  its  officers,  directors,  employees,
agents, and affiliates agree, upon Cervelle's  disclosure and/or introduction to
brokers,  investment bankers,  institutional fund managers,  financial analysts,
accredited investors,  financial publicist, financial public relations firms and
the like, not to circumvent,  avoid, bypass, or obviate, directly or indirectly,
Cervelle's rights under this Agreement.

         8.  NONDISCLOSURE.  Except  as may be  required  by law,  Company,  its
officers,  directors,  employees,  agents and affiliates  shall not disclose the
contents and  provisions of this  Agreement to any  individual or entity without
Cervelle's expressed written consent;  provided,  however,  Cervelle consents to
the  inclusion  of this  Agreement  as an exhibit to the Form SB-2  Registration
Statement registering the shares set forth in Section 4 above.

         9.  COMPANY'S  DEFAULT.  In the event of any  default in the payment of
Cervelle's  compensation  to be paid to it  pursuant to this  Agreement,  or any
other charges or expenses on the  Company's  part to be paid or met, or any part
or installment  thereof, at the time and in the manner herein prescribed for the
payment  thereof and as when the same becomes due and payable,  and such default
shall  continue for five (5) days;  and such default shall continue for five (5)
days after Cervelle has given Company written notice  thereof,  or if a petition
in  bankruptcy  is filed by the  Company,  or if the Company is  adjudicated  of
bankrupt,  or if the Company shall  compound its debts or assign over its assets
or its effects for the payments thereof,  or if a receiver shall be appointed of
the Company's property,  then upon the happening of any of such events, Cervelle
shall have the right, at its option,  forthwith or there after to accelerate all
compensation,  costs and expenses due or coming due hereunder and to recover the
same from the Company by suit or  otherwise;  and  further,  to  terminate  this
Agreement. The Company covenants and agrees to pay all reasonable attorney fees,
paralegal  fees,  costs  and  expenses  of  Cervelle,   including  court  costs,
(including such attorney fees,  paralegal fees,  costs and expenses  incurred on
appeal) if Cervelle  employs an attorney to collect the aforesaid  amounts or to
enforce  other  rights of  provided  for in this  Agreement  in the event of any
default as set forth above and the same shall be payable  regardless  of whether
collection  or  enforcement  is effected by suit or  otherwise.  Further,  until
Cervelle  has  received  the initial  monthly  amount(s)  Cervelle  shall not be
required to commence performing hereunder.



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         10. COMPANY'S  REPRESENTATIONS  AND WARRANTIES.  Company represents and
warrants  to Cervelle  for the  purpose of  inducing  Cervelle to enter into and
consummate this Agreement as follows:

                  10.1. Company has the power and authority to execute,  deliver
and perform this Agreement.

                  10.2.  The  execution  and  delivery  by the  Company  of this
Agreement has been duly and validly  authorized  by all requisite  action by the
Company.  No license,  consent or  approval  of any person is  required  for the
Company's execution and delivery of this Agreement.

                  10.3.  This  Agreement has been duly executed and delivered by
the Company.  This Agreement is the legal,  valid and binding  obligation of the
Company enforceable against the Company in accordance with its respective terms,
subject to the effect to any applicable bankruptcy, insolvency,  reorganization,
moratorium or similar law effecting  creditors'  rights generally and to general
principals of equity.

                  10.4.  The  execution  and  delivery  by the  Company  of this
Agreement does not conflict with, constitute a breach of or a default thereunder
(i)  any  applicable  law,  or  any  applicable  rule,  judgment,  order,  writ,
injunction,  or decree of any court;  (ii) any applicable  rule or regulation of
any administrative agency or other governmental authority; (iii) the certificate
of  incorporation  and By-Laws of the Company;  (iv) any  agreement,  indenture,
instrument  or  contract  to which the  Company is now a party or by which it is
bound.

                  10.5.  No  representation  or  warranty by the Company in this
Agreement and no information in any statement, certificate, exhibit, schedule or
other document furnished, or to be furnished by the Company to Cervelle pursuant
hereto, or in connection with the transactions  contemplated hereby, contains or
will contain any untrue  statement of a material  fact, or omits or will omit to
state a material  fact  necessary  to make the  statements  contained  herein or
therein not misleading.  There is no fact which the Company has not disclosed to
Cervelle,  in writing,  which materially  adversely affects,  nor, so far as the
Company  can  now  foresee,  may  adversely  effect  the  business,  operations,
prospects,  properties, assets, profits or condition (financial or otherwise) of
the Company.



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         11. DISCLAIMER BY CERVELLE. CERVELLE WILL BE THE PREPARER AND PUBLISHER
OF CERTAIN  MATERIALS  CONCERNING  THE  COMPANY.  MAKES NO  REPRESENTATIONS  AND
WARRANTIES  THAT ITS SERVICES (i) WILL RESULT IN ANY ENHANCEMENT TO THE COMPANY;
(ii) CAUSE THE BID AND/OR ASK PRICE OF THE COMPANY'S  PUBLICLY TRADED SECURITIES
TO INCREASE;  (iii) WILL CAUSE ANY PERSON TO PURCHASE THE COMPANY'S  SECURITIES;
OR,  (iv)  WILL  CAUSE  ANY  PERSON  TO LEND  MONEY TO OR  INVEST IN OR WITH THE
COMPANY.

         12. CERVELLE  CONFIDENTIALITY  AGREEMENT.  Cervelle  acknowledges  that
during the performance of its duties and obligations  pursuant to this Agreement
it shall  receive  information  on the Company which is not known to the public;
i.e., confidential information.  will use the Company's confidential information
only for the  purposes  of  fulfilling  its  duties and  obligations  under this
Agreement and for no other purpose;  nor, shall Cervelle disclose to others such
confidential  information,  except  to those  individuals  or  entities  who are
directly involved in Cervelle's  performance under this Agreement,  each of such
individuals  or entities  having first  agreed,  in writing,  to be bound by the
provisions of this paragraph.  Cervelle's  obligations of confidentiality  shall
not apply to information  (i) known to or owned by Cervelle prior to the date of
this Agreement, (ii) developed by Cervelle independent of the Company, (iii) was
at the time of  disclosure to Cervelle or  thereafter  became  public  knowledge
through no fault or omission of  Cervelle;  or,  (iv) was  lawfully  obtained by
Cervelle  from a third  party  under no  obligation  of  confidentiality  to the
Company. Upon completion of its services and upon the Company's written request,
all  materials,  including  original  documentation,  provided by the Company to
Cervelle  will be returned to the Company.  (v) Under this  Agreement,  Cervelle
shall  receive  information  which  is not  known  to the  public.  The only two
individuals  from  Cervelle that will review this  information  are the managing
partners:  David  Donlin  and Rob M.  Karbowsky.  All  individuals  employed  by
Cervelle will follow strict adherence to the SEC Fair Disclosure Act of 2000.


         13.  OWNERSHIP OF  MATERIALS.  All right,  title and interest in and to
materials produced by Cervelle under this Agreement shall be and remain the sole
and exclusive property of Company.

         14. LIMITATION OF CERVELLE LIABILITY.  If Cervelle fails to perform its
duties and obligations hereunder, its maximum liability to the Company shall not
exceed the lesser of (i) the amount of cash  compensation  Cervelle has received
from the Company under Paragraph 4 of this Agreement; or, (ii) the actual damage
suffered  by the Company as a result of such  non-performance.  IN NO EVENT WILL
CERVELLE BE LIABLE FOR ANY INDIRECT,  SPECIAL, OR CONSEQUENTIAL  DAMAGES NOR FOR
ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY
RELATED TO THIS AGREEMENT, UNLESS SUCH DAMAGES RESULT FROM THE USE, BY CERVELLE,
OF INFORMATION NOT AUTHORIZED BY THE COMPANY.

         15. MISCELLANEOUS.



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                  15.1. Notices.  Any notice or other communication  required or
permitted to be given hereunder shall be in writing, and shall be deemed to have
been duly given when  delivered  personally  or sent by  registered or certified
mail, return receipt  requested,  postage prepaid to the Parties hereto at their
addresses indicated hereinafter.  Either party may change his or its address for
the  purpose  of this  paragraph  by written  notice  similarly  given.  Parties
addresses are as follows:

         COMPANY:  Peabodys Coffee, Inc.              The Cervelle Group:
                   3845 Atherton Road Ste.9           1912B Lee Road
                   Rocklin, CA 95765                  Orlando, FL 32810
                   916-632-6090 Ext.19                407-295-7878
                   Fax: 916-632-6099                  Fax: 407-290-1376


                  15.2. Entire Agreement.  This Agreement  represents the entire
Agreement  between the parties in  relation  to the  subject  matter  hereof and
supersedes all prior  agreements  between such parties  relating to such subject
matter.

                  15.3. Amendment of Agreement. This Agreement may be altered or
amended,  in whole or in part,  only in writing signed by the party against whom
enforcement is sought.

                  15.4.  Waiver.  No waiver of any breach or  condition  of this
Agreement  shall be  deemed to be a waiver  of any  other  subsequent  breach or
condition, whether of a like or different nature.

                  1.5.5 Captions.  The captions appearing in this Agreement are
inserted as a matter of convenience  and for reference and in no way affect this
Agreement, define, limit or describe its scope or any of its provisions.

                  15.6. Situs. This Agreement shall be governed by and construed
in  accordance  with the laws of the  State of  Florida.  Venue  shall be Orange
County, Florida.

                  15.7.  Benefits.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their heirs,  personal  representatives,
successors and assigns.

                  15.8.  Severability.  If any provision of this Agreement shall
be held to be invalid or  unenforceable,  such  invalidity  or  unenforceability
shall  attach only to such  provision  and shall not in any way affect or render
invalid  or  unenforceable  any  other  provision  of this  Agreement,  and this
Agreement  shall be carried out as if such  invalid or  unenforceable  provision
were not contained herein.

                  15.9. Arbitration.  Except as to a monetary default by Company
hereunder, any controversy,  dispute or claim arising out of or relating to this
Agreement or the breach  thereof  shall be settled by  arbitration.  Arbitration
proceedings  shall be conducted in accordance  with the rules then prevailing of
the  American  Arbitration  Association  or  any  successor.  The  award  of the
Arbitration  shall be binding on the Parties.  Judgment shall be entered upon an
award  of  a  majority  of  the  arbitrators  filed  in  a  court  of  competent
jurisdiction  and  confirmed by such court.  Venue for  Arbitration  proceedings
shall  be  Orange  County,  Florida.  The  Parties  consent  that  the  costs of
arbitration,  attorneys'  fees of the Parties,  together with all other expenses
shall be paid as provided in the Arbitration award.



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                  15.10.  Number of  Parties.  The  singular  shall  include the
plural and the plural the singular and one gender shall include all genders.  As
used in this Agreement the term Affiliate means a person, directly or indirectly
through one or more  intermediaries,  controls or is controlled by, or is under,
control with, the Company.

                  15.11.  Currency. In all instances,  references to monies used
in this Agreement shall be deemed to be United States dollars.

                  15.12. Multiple  Counterparts.  This Agreement may be executed
in any number of  counterparts,  each of which shall be deemed an original,  and
all of such counterparts shall constitute one (1) instrument.

                   15.13. Reports. For the term of this Agreement Cervelle shall
provide  Peabodys  Coffee,  Inc.  with a written  report  every thirty (30) days
starting  from the  execution of this  Agreement.  This report shall outline the
services  provided for the  previous  thirty (30) days and shall be due no later
than 15 days after each thirty (30) day period.



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         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date and year first above written.

                                  COMPANY: Peabodys Coffee, Inc.


                                  By:
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                                  Its:
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                                  Date:
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                                  The Cervelle Group
                                  Delaware, LLC


                                  By:
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                                  Its:
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                                  Date:
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