EXHIBIT 4.22

                        WARRANT TO PURCHASE COMMON STOCK
                              (CONVERSION WARRANTS)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT FOR DISTRIBUTION,  AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD,  PLEDGED, OR
OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH  REGISTRATION  IS NOT  REQUIRED.  THIS WARRANT
MUST  BE  SURRENDERED  TO THE  COMPANY  OR ITS  TRANSFER  AGENT  AS A  CONDITION
PRECEDENT TO THE SALE,  PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT
OR THE SHARES ISSUABLE HEREUNDER.

Issuer:  Peabodys Coffee, Inc.
Class of Stock: Common Stock
Issue Date: December ___, 2003
Expiration Date: December ___, 2006

     THIS  WARRANT TO PURCHASE  COMMON  STOCK is being  issued  pursuant to that
certain Securities Purchase Agreement dated as of the date hereof (the "Purchase
Agreement") between Peabodys Coffee,  Inc., a Nevada corporation (the "Company")
and La Jolla Cove Investors, Inc. ("Holder").

         1.1 Warrants. The Company hereby grants to Holder the right to purchase
2,500,000  shares of the  Company's  Common  Stock  (the  "Shares"  or  "Warrant
Shares").  For avoidance of doubt,  this Warrant must be exercised  concurrently
with the issuance of a Conversion Notice under the Debenture.  The date that the
Holder issues a Conversion  Notice under the Debenture is hereafter  referred to
as the  "Conversion  Date."  Defined  terms not  defined  herein  shall have the
meanings  ascribed to them in the  Debenture or the Purchase  Agreement.  Holder
agrees that,  beginning in the first full calendar month after the  Registration
Statement is declared effective,

Holder will exercise at least 5%, but no more than 15% (such 15% maximum  amount
to be  cumulative  from the  Deadline),  of the  Warrants  per  calendar  month,
provided that the Common Shares are available,  registered and freely  tradable.
The 15% monthly  maximum  amount shall not be applicable  if the Current  Market
Price of the Common Stock at anytime during the applicable  month is higher than
the Current  Market Price of the Common Stock on the Closing  Date. In the event
Holder breaches this provision, Holder shall not be entitled to collect interest
on the Debenture for that month.

This  Warrant  shall  expire and Holder  shall no longer be able to purchase the
Warrant  Shares on the  later of  December  ___,  2006 and the date on which the
Debenture may no longer be converted for shares of Company Common Stock.


-----------                                                          -----------
Initials                                1                               Initials

<PAGE>

                                    ARTICLE 2
                                    EXERCISE

         2.1 Method of Exercise.  Holder may exercise this Warrant by delivering
a duly executed Warrant Notice of Exercise in substantially the form attached as
Appendix 1 to the principal office of the Company, along with a check payable to
the Company for the aggregate Exercise Price for the Shares being purchased.

         2.2 Delivery of Certificate and New Warrant. As promptly as practicable
after the receipt of the Warrant  Notice of Exercise,  but in any event not more
than three (3) Business Days after the Company's  receipt of the Warrant  Notice
of  Exercise,  the  Company  shall  issue the  Shares and cause to be mailed for
delivery by  overnight  courier,  or if a  Registration  Statement  covering the
Shares  has  been  declared  effective  by the SEC  cause  to be  electronically
transferred,  to Holder a certificate  representing  the Shares acquired and, if
this Warrant has not been fully  exercised  and has not  expired,  a new Warrant
substantially in the form of this Warrant  representing the right to acquire the
portion of the Shares not so acquired.

         2.3  Replacement  of  Warrants.   On  receipt  of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and, in the case of loss,  theft or destruction,  on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or, in the case of mutilation,  or surrender and  cancellation  of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.

         2.4 Exercise Price. The Exercise Price of this Warrant shall be $1.00.

                                   ARTICLE 3
                            ADJUSTMENT TO THE SHARES

     The number of Shares  purchasable upon the exercise of this Warrant and the
Exercise  Price  shall be  subject  to  adjustment  form  time to time  upon the
occurrence of certain events, as follows:

         3.1  Reclassification.  In case of any  reclassification  or  change of
outstanding securities of the class issuable upon exercise of this Warrant then,
and in any such case, the Holder, upon the exercise hereof at any time after the
consummation of such reclassification or change, shall be entitled to receive in
lieu of each Share theretofore  issuable upon exercise of this Warrant, the kind
and amount of shares of stock, other securities,  money and/or property received
upon such reclassification or change by a holder of one Share. The provisions of
this  Section  2.1 shall  similarly  apply to  successive  reclassifications  or
changes.

         3.2  Subdivision or  Combination of Shares.  If the Company at any time
while this Warrant remains  outstanding and unexpired shall subdivide or combine
its Shares, the Exercise Price shall be proportionately decreased in the case of
a subdivision or increased in the case of a combination.

         3.3 Stock Dividends.  If the Company, at any time while this Warrant is
outstanding  shall pay a dividend with respect to its Shares  payable in Shares,
or make any other  distribution  of Shares  with  respect to Shares  (except any


-----------                                                          -----------
Initials                                2                               Initials

<PAGE>

distribution  specifically  provided  for in Section 2.1 and Section 2.2 above),
then the Exercise Price shall be adjusted,  effective from and after the date of
determination   of   shareholders   entitled  to  received   such   dividend  or
distribution,  to that price  determined by  multiplying  the Exercise  Price in
effect  immediately  prior to such date of determination by a fraction,  (a) the
numerator of which shall be the total number of Shares  outstanding  immediately
prior to such dividend or  distribution,  and (b) the denominator of which shall
be the total number of Shares  outstanding  immediately  after such  dividend or
distribution.

         3.4 Non-Cash  Dividends.  If the Company at any time while this Warrant
is outstanding shall pay a dividend with respect to Shares payable in securities
other than Shares or other non-cash property,  or make any other distribution of
such  securities  or property  with respect to Shares  (except any  distribution
specifically  provided  for in Section 2.1 and  Section  2.2  above),  then this
Warrant shall  represent the right to acquire upon exercise of this Warrant such
securities  or  property  which a holder of Shares  would have been  entitled to
receive upon such dividend or distribution, without the payment by the Holder of
any additional consideration for such securities or property.

         3.5 Effect of Reorganization and Asset Sales. If any (i) reorganization
or  reclassification  of the Common  Stock (ii)  consolidation  or merger of the
Company with or into another corporation,  or (iii) sale or all or substantially
all of the  Company's  operating  assets to another  corporation  followed  by a
liquidation  of the  Company  (any  such  transaction  shall  be  followed  by a
liquidation of the Company (any such transaction  shall be referred to herein as
an "Event", is effected in such a way that holders of common Stock are of Common
Stock are  entitled  to receive  securities  and/or  assets as a result of their
Common Stock  ownership,  the Holder,  upon exercise of this  Warrant,  shall be
entitled to receive such shares of stock  securities  or assets which the Holder
would have received had it fully  exercised  this Warrant on or prior the record
date for such  Event.  The  Company  shall not merge  into or  consolidate  with
another  corporation  or sell all of its  assets to  another  corporation  for a
consideration consisting primarily of securities or such corporation, unless the
successor or acquiring  corporation,  as the case may be, shall expressly assume
the due and punctual  observance and  performance of each and every covenant and
condition  of this Warrant to be performed or observed by the Company and all of
the obligations and liabilities hereunder, subject to such modification as shall
be necessary to provide for adjustments  which shall be as nearly  equivalent as
practicable  to the  adjustments  provided for in this Section 2. The  foregoing
provisions shall similarly apply to successive mergers,  consolidations or sales
of assets.

         3.6  Adjustment  of  Number of  Shares.  Upon  each  adjustment  in the
Exercise Price, to the extent not otherwise adjusted, the number of Shares shall
be adjusted,  to the nearest whole share, to the product obtained by multiplying
the number of Shares  purchasable  immediately  prior to such adjustment times a
fraction the numerator of which shall be the Exercise Price immediately prior to
adjustment and the denominator of which shall be the Exercise Price  immediately
thereafter.

         3.7 No Impairment.  The Company shall not, by amendment of its articles
of incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be


-----------                                                          -----------
Initials                                3                               Initials

<PAGE>

observed or performed under this Warrant by the Company,  but shall at all times
in good faith assist in carrying out all of the  provisions  of this Warrant and
in taking all such  action as may be  reasonably  necessary  or  appropriate  to
protect Holder's rights hereunder against  impairment.  If the Company takes any
action  affecting its Common Stock other than as described  above that adversely
affects Holder's rights under this Warrant, the Exercise Price shall be adjusted
downward and the number of Shares  issuable  upon exercise of this Warrant shall
be adjusted  upward in such a manner that the aggregate  Exercise  Price of this
Warrant is unchanged.

         3.8 Fractional  Shares. No fractional Shares shall be issuable upon the
exercise of this Warrant, and the number of Shares to be issued shall be rounded
down to the nearest whole Share.

         3.9 Certificate as to Adjustments.  Upon any adjustment of the Exercise
Price,  the Company,  at its expense,  shall compute such adjustment and furnish
Holder with a  certificate  of its Chief  Financial  Officer  setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall,
upon written  request,  furnish Holder a certificate  setting forth the Exercise
Price in effect upon the date thereof and the series of  adjustments  leading to
such Exercise Price.

         3.10 No Rights of Shareholders. This Warrant does not entitle Holder to
any voting rights or any other rights as a  shareholder  of the Company prior to
the exercise of Holder's right to purchase Shares as provided herein.

                                   ARTICLE 4
                  REPRESENTATIONS AND COVENANTS OF THE COMPANY

         4.1 Representations  and Warranties.  The Company hereby represents and
warrants to Holder that all Shares  which may be issued upon the exercise of the
purchase  right  represented  by this Warrant,  shall,  upon  issuance,  be duly
authorized,  validly issued, fully paid and nonasessable,  and free of any liens
and encumbrances.

         4.2 Notice of Certain Events.  If the company  proposes at any time (a)
to declare any dividend or distribution upon its Common Stock,  whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for  subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other fights;
(c) to effect any  reclassification  or recapitalization of Common Stock; (d) to
merge  or  consolidate  with or into any  other  corporation,  or  sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten  public  offering of the Company's  securities
for cash,  then,  in  connection  with each such event,  the Company  shall give
Holder (1) at least 20 days prior  written  notice of the date on which a record
will be taken for such  dividend,  distribution,  or  subscription  rights  (and
specifying  the date on which the  holders  of  Common  Stock  will be  entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (c) and (d) above;  (2) in the case of the matters referred to in
(c) and (d)  above at least 20 days  prior  written  notice of the date when the
same will take place  (and  specifying  the date on which the  holders of Common
Stock will be entitled to exchange  their Common Stock for  securities  or other


-----------                                                          -----------
Initials                                4                               Initials

<PAGE>

property  deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above,  the same notice as is given to the holders
of such  registration  rights;  provided  that if such  period  of notice is not
possible, notice shall be given at the earliest practicable date..

         4.3  Reservation of Warrant  Shares.  The Company has reserved and will
keep available,  out of the authorized and unissued shares of Common Stock,  the
full number of shares  sufficient  to provide for the  exercise of the rights of
purchase represented by this Warrant.

         4.4 Registration Rights. If Holder exercises this Warrant and purchases
some or all of the Shares,  Holder shall have the Registration  Rights set forth
in that certain Registration Rights Agreement executed concurrently therewith.

                                   ARTICLE 5
                   REPRESENTATIONS AND COVENANTS OF THE HOLDER

         5.1 Private Issue. Holder understands (i) that the Shares issuable upon
exercise of Holder's  rights  contained in the Warrant are not registered  under
the Act or qualified under  applicable  state securities laws on the ground that
the issuance  contemplated  by the Warrant will be exempt from the  registration
and qualifications requirements thereof, and (ii) that the Company's reliance on
such  exemption  is  predicated  on Holder's  representations  set forth in this
Article 5.

         5.2  Financial  Risk.  Holder  has such  knowledge  and  experience  in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of its  investment  and has the ability to bear the economic  risks of its
investment.

         5.3 Risk of No Registration.  Holder understands that if a registration
statement covering the securities under the Act is not in effect when it desires
to sell (i) the right to purchase  Shares  pursuant to the Warrant,  or (ii) the
Shares  issuable upon  exercise of the right to purchase,  it may be required to
hold such securities for an indefinite period.

         5.4 Accredited  Investor.  Holder is an "accredited  investor," as such
term is defined in Regulation D promulgated pursuant to the Act. ARTICLE 6

                                  MISCELLANEOUS

         6.1 Term. This Warrant is exercisable, in whole or in part, at any time
and from  time to time on or after  the  Conversion  Date and on or  before  the
Expiration Date set forth above.

         6.2 Compliance with  Securities Laws on Transfer.  This Warrant may not
be  transferred  or  assigned  in  whole  or in  part  without  compliance  with
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee   (including,   without   limitation,   the  delivery  of  investment
representation  letters  and  legal  opinions  reasonably  satisfactory  to  the
Company, as reasonably requested by the Company).  The Company shall not require
Holder to provide an opinion of counsel if the  transfer is to an  affiliate  of
Holder.


-----------                                                          -----------
Initials                                3                               Initials

<PAGE>

         6.3 Transfer Procedure. Subject to the following, holder shall have the
right  without  the  consent of the Company to transfer or assign in whole or in
part this Warrant and the Shares issuable upon exercise of this Warrant.  Holder
agrees that unless  there is in effect a  registration  statement  under the Act
covering the proposed transfer of all or part of this Warrant, prior to any such
proposed transfer the Holder shall give written notice thereof to the Company (a
"Transfer  Notice").   Each  Transfer  Notice  shall  describe  the  manner  and
circumstances of the proposed  transfer in reasonable detail and, if the company
so requests,  shall be  accompanied  by an opinion of legal  counsel,  in a form
reasonably satisfactory to the Company, to the effect that the proposed transfer
may be effected without  registration  under the Act;  provided that the Company
will not require  opinions of counsel for  transactions  involving  transfers to
Affiliates.

         6.4  Notices,  etc.  All notices and other  communications  required or
permitted  hereunder shall be in writing and shall be delivered  personally,  or
sent by  telecopier  machine or by a  nationally  recognized  overnight  courier
service,  and  shall  be  deemed  given  when  so  delivered  personally,  or by
telecopier machine or overnight courier service as follows:

         if to the Company, to:

         Peabodys Coffee, Inc.
         3845 Atherton Road, Suite 9
         Rocklin, CA 95765
         Telephone: 916-632-6090
         Facsimile: 916-632-6099

         if to the Holder, to:

         La Jolla Cove Investors, Inc.
         7817 Herschel Avenue, Suite 200

         La Jolla, CA 92037
         Telephone: 858-551-8789
         Facsimile: 858-551-8779

or at such other address as the Company shall have furnished to the Holder. Each
such notice or other  communication  shall for all purposes of this agreement be
treated  as  effective  or  having  been  given  when   delivered  if  delivered
personally,  or, if sent by mail,  at the  earlier  of its  receipt or five days
after the same has been deposited in a regularly  maintained  receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid.

         6.5  Counterparts.  This  agreement  may be  executed  in any number of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument. Facsimile execution shall be deemed originals.

         6.6 Waiver.  This  Warrant and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.


-----------                                                          -----------
Initials                                3                               Initials

<PAGE>

         6.7  Attorneys  Fees.  In the event of any dispute  between the parties
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorneys fees.

         6.8 Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in accordance with the laws of the State of California, without giving
effect to its principles  regarding conflicts of law. Each of the parties hereto
consents to the jurisdiction of the federal courts whose districts encompass any
part of the City of San  Diego or the state  courts  of the State of  California
sitting in the City of San Diego in  connection  with any dispute  arising under
this  Warrant and hereby  waives,  to the maximum  extent  permitted by law, any
objection including any objection based on forum non conveniens, to the bringing
of any such proceeding in such jurisdictions.

         IN WITNESS WHEREOF, the parties hereto have duly caused this Warrant to
Purchase  Common  Stock to be  executed  and  delivered  on the date first above
written.

Peabodys Coffee, Inc.                           La Jolla Cove Investors, Inc.

By:                                             By:
    ----------------------------                    ----------------------------
Title:                                          Title:
       -------------------------                       -------------------------


-----------                                                          -----------
Initials                                7                               Initials


<PAGE>





                                   APPENDIX 1

                           WARRANT NOTICE OF EXERCISE

         1. The undersigned hereby elects to purchase _____ shares of the Common
Stock of Peabodys Coffee,  Inc. pursuant to the terms of the Warrant to Purchase
Common Stock issued by Peabodys  Coffee,  Inc. on December ___, 2003 and tenders
herewith payment of the purchase price of such shares in full.

         2. Please issue a certificate or certificates  representing said shares
in the name of the undersigned or in such other name as is specified below:

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

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

                             ----------------------
                               (Name and Address)

         3. The undersigned makes the representations and covenants set forth in
Article 5 of the Warrant to Purchase Common Stock.



--------------------------------
(Signature)

--------------------------------
(Date)

-----------                                                          -----------
Initials                                8                               Initials