Exhibit
      10.1  
      Binding
      Letter Agreement 

    


    LETTER
      AGREEMENT

     
      

    This
      Letter Agreement is entered into on this 26th day of November, 2007, for the
      purpose of confirming the general terms of a legally binding agreement by and
      among Peabodys Coffee Inc., a Nevada corporation ("PBDY"), and Inca Group
      Partners, a Nevada Partnership ("IGP"), relating to the acquisition by IGP
      of a
      controlling equity interest in Peabodys Coffee Inc.. 

     
      

    I

    Recitals

     
      

    A)
        
      Peabodys
      Coffee is seeking a merger or financing “Transaction” with an investor in order
      to obtain additional liquidity, pursue its business plan and to maximize
      shareholder value. 

     
      

    B)
        
      IGP
      desires to enter into a transaction with Peabodys Coffee (the “Transaction”),
      and desires to acquire a common stock interest in Peabodys Coffee equal to
      at
      least 52% of the outstanding common stock. 

     
      

    C)
        
      By
      and
      through this Letter Agreement, Peabodys Coffee and IGP desire to confirm the
      proposed basic terms of the Transaction that will be set forth in a subsequent,
      definitive agreement (“Definitive Agreement”) to be entered into between the
      parties on or before December 15 , 2007, unless such date is extended by mutual
      agreement of the parties hereto. 

     
      

    II

    Basic
      Terms

     
      

    1.
        
      Acquisition
      of Peabodys Coffee Stock .
      IGP
      will acquire sixty (60) million shares of common stock from Peabodys Coffee’s
      treasury in exchange for the sum of Three Hundred Thousand and 00/100
      ($300,000.00) Dollars. Upon execution of this Letter Agreement, Peabodys Coffee
      will issue 60 million Peabodys Coffee Inc. common stock to Inca Group Partners.
      The purchase shall be paid by promissory note, delivered upon execution hereof,
      and shall be due and payable not later than sixty (60) days from the date the
      Peabodys Coffee Inc. common stock is issued. In the event that IGP shall fail
      to
      remit payment of its promissory note when due, Peabodys Coffee shall have the
      sole right to cancel all share certificates issued and to rescind the
      Transaction in its entirety. In such event, IGP covenants with Peabodys Coffee
      that it shall immediately return all certificates and shall not assert any
      claim
      of ownership. Further terms as mutually agreed upon by the parties shall be
      set
      forth in the Definitive Agreement. 

     
      

    2.
        
      Additional
      Capital .
      IGP
      will transfer additional assets to be used by Peabodys Coffee to pay off the
      balance of the other debt in accordance with the asset stock exchange agreement
      dated September 17, 2007. 

     
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
      

    3.
        
      Consulting
      Agreements .

    
      	
              Tkachuk
                agrees to stay on as a consultant for a period of no more than one
                year
                for compensation to be determined and set forth in the Definitive
                Agreement. 

            


    

     

    4.
        
      Major
      Creditor Understandings .
      As part
      of the Transaction, Tkachuk agrees to negotiate in a best efforts all
      outstanding debt down to a total of $170,000.00 or that which is acceptable
      to
      the Inca Group Partners. IGP will negotiate with La Jolla Cove Investors
      directly for new terms and conditions of their convertible note with the
      company. These transactions must take place prior to, or simultaneous with
      the
      execution of the Definitive Agreement. 

     
      

    5.
        
      Contingency
      .
      The
      consummation of the Transaction shall be contingent upon the negotiation of
      the
      Definitive Agreement for the Transaction upon terms which are mutually
      satisfactory to the parties. The terms of the Transaction are to be negotiated
      by the parties and will be subject to closing conditions and contingencies
      to be
      determined in the sole discretion of IGP, including, without limitation,
      satisfactory due diligence review by IGP. 

     
      

    6.
        
      Board
      Consent .
      Peabodys Coffee represents that its Board of Directors, at a meeting duly held
      on November 26, 2007, has approved the basic terms of the Transaction
      contemplated by the parties and has authorized Tkachuk, as its CEO, to enter
      into the Definitive Agreement upon terms and conditions which are mutually
      satisfactory to the parties and in the best interests of Peabodys
      Coffee.

     
      

    III

    Miscellaneous
      

     
      

    7.
        
      No
      Encumbrances .
      All
      shares of Peabodys Coffee acquired by IGP hereunder shall be delivered free
      and
      clear of any and all encumbrances of any nature whatsoever (other than
      restrictions on resale pursuant to Rule 144 under the Securities Act of 1933)
      and shall be validly issued and nonassessable. 

     
      

    8.
        
      Termination
      .
      Any
      party may terminate this Letter of Intent by providing the other party with
      written notice of such termination to the other parties if the Definitive
      Agreement for the Transaction between Peabodys Coffee and IGP is not executed
      on
      or before 5:00 p.m. (PST) on December 15, 2007. 

     
      

    9.
        
      No
      Assurances; Binding .
      This
      Letter of Intent is contractual and binding upon all parties signatory hereto.
      Peabodys Coffee agrees with IGP that it will not negotiate with any other
      parties pertaining to this contemplated Transaction until this transaction
      is
      consummated or terminated. 

     
      

    10.
        
      Counterparts
      .
      This
      Letter of Intent is executed in counterparts, each of which shall be deemed
      an
      original, but all of which together shall constitute one and the same
      instrument. Delivery of a signed counterpart by facsimile transmission shall
      be
      deemed an original for all purposes. 

     
      

    11.
        
      Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of Nevada, without reference to any choice of law provisions. 

     
      

    12.
        
      Expenses;
      Disputes .
      Each of
      the parties will bear its own costs and expenses (including legal fees) incurred
      in connection with this Letter Agreement and the consummation of the Transaction
      contemplated hereby. The prevailing party in any suit or proceeding arising
      under this Letter Agreement shall be entitled to recover its reasonable costs
      and expenses, including a reasonable sum as attorneys’ fees. 

     
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.
        
      Good
      Faith Deposit .
      IGP
      shall remit the sum of Five Thousand ($5,000.00) Dollars to Peabodys Coffee
      as a
      good faith deposit. The good faith deposit shall be evidenced by a convertible
      promissory note that will ensure return to IGP in the event the parties are
      unable to mutually agree upon the terms of the Definitive Agreement.


     
      

    [Signature
      Page Follows] 

     
      

     
      

    IN
      WITNESS WHEREOF ,
      the
      Parties hereto have executed this Letter of Intent by their duly authorized
      representatives or agents as of the date first above written. 

     
      

     
      

    “PEABODYS
      COFFEE” 

    Peabodys
      Coffee Corp. 

     
      

    
      	
               
                

            	
               
                

            	
               
                

            	
               
                

            
	
              By: 
                Todd
                Tkacuk

            	
               
                

            	
               
                

            	
              Date:
                11/26/2007

            
	
              
                

              

              Name:
                Todd Tkachuk, CEO

            	
               
                

            	
               
                

            	 


    

    


    “IGP”
      

    .
      

     
      Inca Group Partners

    
      	
               
                

            	
               
                

            	
               
                

            	
               
                

            
	
              By: 
                Howard
                Behling

            	
               
                

            	
               
                

            	
              Date:
                11/26/2007

            
	
              
                

              

              Name:
                Howard Behling

              Managing
                Partner