Employment Offer Letter and Summary of Employment for Rob Martin as Vice President, Merchandising and Production at Tully’s Coffee Corporation

/s/ Rob Martin

Rob Martin (“Employee”)

Vice President, Merchandising and Production

President and Chief Operating Officer, Tully’s Coffee Corporation

Employee shall commence employment on January 3, 2005.

•    Responsibilities include all aspects of the merchandising, advertising, promotional affairs, and media relations across the retail and wholesale divisions of the company. Responsible for the development, execution and communication of Tully’s brand strategy and positioning. Marketing liaison to Company’s international licensees. Advises and assist in the development, planning and execution of the Companies business strategies.

•    Establishes and manages towards achieving an annual Supply Chain operating plan and budget that aligns with Tully’s annual plan and budget.

•    Develops and integrates a coherent, effective and actionable supply chain strategy that aligns with Tully’s strategic interests.

•    Provides executive leadership to the Tully’s enterprise within the role of an Executive Leadership Team member.

•    Provides organizational leadership and coaching to the Supply Chain team. Ensures business

      needs are met through effective management, training and personal development.

•    Leads consistently within Tully’s “Code of Business Conduct.”

•    Establishes the appropriate business protocol with all key vendors doing business with Tully’s including, selection (competitive bidding), negotiations, supply agreements, ongoing business relationships, etc.

•    Secure green coffee contracts to meet Tully’s annual demand. Appropriately manages the balance of green bean supply, quality and cash-flow risk.

•    Ensures Tully’s business forecast across all three operating divisions (retail, wholesale and international) have adequate supply of inventory to meet expected demand.

•    Optimizes customer service requirements with Tully’s cash-flow need.

•    Provide training and documentation to ensure a safe work environment.

•    Provide and manage coffee product R & Development.

•    Establish and document Tully’s product quality standards.

•    Responsible for the general operational aspects of Tully’s corporate facilities.

Base Salary:

Salary to begin January 3, 2005 at the annualized rate of $125,000 paid in arrears in accordance with the Company’s normal payroll practices (currently bi-weekly) and shall be reviewed annually on April 1.

Employee shall receive a $650 per month automobile allowance, subject to statutory tax withholdings.

Employee shall participate in the Company’s annual bonus plan for the fiscal year beginning April 4, 2005.

Employee will receive 3 weeks paid vacation annually.

Participation in the Company’s employee benefits program (subject to plan requirements) including medical, dental, vision and death benefits, 401(k) plan, holidays and employee discounts.

Subject to granting by the Board of Directors, employee shall receive a nonqualified option grant of 95,000 shares (summarized below), subject to the vesting, exercise and other general terms and condition contained in the Company’s 2004 Stock Option Plan:

10,000 shares with an option price of $0.31 per share that vest 100% on January 31, 2005;

25,000 shares with an option price of $0.31 per share that vest 100% on January 1, 2006;

30,000 shares with an option price of $1.50 per share that vest 100% on January 1, 2007;

30,000 shares with an option price of $2.00 per share that vest 100% on January 1, 2008;

Termination for cause shall include: (1) felony conviction, (2) Employee theft, fraud, or gross dishonesty (3) moral turpitude, (4) willful insubordination or (5) any action that is injurious to the Company’s reputation of business.

Termination without cause may be initiated by either Employee or the Company on 30 days written notice.

Employee is subject to the Company’s standard Confidentiality Agreement and the Tully’s Code of Business Conduct.