EXHIBIT 4.24

                                    ADDENDUM


                               December ___, 2003

Mr. Todd Tkachuk Peabodys Coffee,  Inc. 3845 Atherton Road, Suite 9 Rocklin,  CA
95765

Dear Todd:

This  letter  shall  serve as an addendum  to the  following  documents:  7 3/4%
Convertible  Debenture,   Registration  Rights  Agreement,  Securities  Purchase
Agreement and Warrant to Purchase Common Stock. Capitalized terms shall have the
meaning set forth in the respective documents.  The following changes are hereby
made and agreed upon:

         1.       Under  the  Securities  Purchase  Agreement,   La  Jolla  Cove
                  Investors,  Inc.  ("LJCI") is to advance  $250,000 to Peabodys
                  Coffee, Inc.  ("Peabodys") upon closing. It is agreed that the
                  $250,000 will be funded as follows:

                  a.       Peabodys    presently   has    outstanding    Secured
                           Convertible  Debentures  with AJW Partners,  LLC, AJW
                           Offshore,   Ltd.  and  AJW  Qualified  Partners,  LLC
                           (collectively  "the AJW  entities").  LJCI shall wire
                           the  sum of  $100,000  to the AJW  entities,  for the
                           account of Peabodys, upon closing.

                  b.       LJCI shall wire the sum of $100,000 to Peabodys  upon
                           closing.

                  c.       LJCI will retain $50,000 for the payment of Peabodys'
                           legal  and  accounting  fees  for the  filing  of the
                           Registration  Statement for the Conversion Shares and
                           the Warrant  Shares.  The $50,000 will be paid to the
                           attorneys  and  accountants   once  the  Registration
                           Statement has been declared effective. At LJCI's sole
                           discretion,  some of the  $50,000  may be paid to the
                           attorneys and accountants  prior to the  Registration
                           Statement being declared  effective.  Peabodys agrees
                           that it is  responsible  for the payment of legal and
                           accounting fees incurred by it.

         2.       At LJCI's sole discretion, beginning in the next full calendar
                  month after the closing,  regardless of whether a registration
                  statement for the  Conversion  Shares and Warrant Shares shall
                  have been declared effective at such time, LJCI shall wire the
                  AJW entities the sum of $50,000 per  calendar  month,  for the
                  account  of  Peabodys,  until  Peabodys'  Secured  Convertible
                  Debentures  with the AJW entities have been paid in full. Such
                  payment  shall be made no  later  than  the  third  day of the
                  applicable  month.  Such amounts shall  represent a prepayment
                  towards  the  future  exercise  of  Warrant  Shares  under the
                  Warrant  Agreement.  The  timing of the  application  of these
                  funds shall be at LJCI's sole discretion.

<PAGE>

         3.       On the effective date of the Registration Statement, LJCI wire
                  the sum of $100,000 to Peabodys.  Such funds shall represent a
                  prepayment towards the future exercise of Warrant Shares under
                  the Warrant  Agreement.  The timing of the  application of the
                  prepaid funds shall be at LJCI's sole discretion.

If this  letter  correctly  reflects  our  agreement,  please  acknowledge  your
agreement by signing below.

Sincerely,

Travis W. Huff
Portfolio Manager

Acknowledged and agreed to:

Peabody's Coffee, Inc.

By:
    ---------------------------

Its:

    ---------------------------