FIFTH LEASE AMENDMENT

Exhibit 10.7(f)

FIFTH LEASE AMENDMENT

Between:

KENT CENTRAL, L.L.C.

and:

TULLY’S COFFEE CORPORATION

This Fifth Lease Amendment (this “Amendment”) is dated November 1, 2002, and is attached to and made a part of that certain Lease dated August 16, 1999, as amended by that certain First Lease Amendment dated December 17, 1999, that certain Second Lease Amendment dated June 6, 2000, that certain Third Lease Amendment dated November 7, 2000, and that certain Fourth Lease Amendment dated February 21, 2001 (collectively called the “Lease”) by and between Kent Central, L.L.C., a Washington limited liability company (“Lessor”) and Tully’s Coffee Corporation, a Washington corporation (“Lessee”) covering premises located at 3100 Airport Way South, in Seattle, Washington (the “Premises”). The Premises are more particularly described in the Lease.

The terms used herein shall have the same definitions as set forth in the Lease.

In consideration of Lessor’s and Lessee’s agreement to substitute a Promissory Note for reimbursement of certain costs referred to in the Fourth Lease Amendment, together with the mutual covenants and promises contained in this Fifth Lease Amendment and the Lease, Lessor and Lessee agree as follows:

1.

Section 3, “Rent”: Effective on November 1, 2002, the Base Rent as provided in Section 3 of the Lease and as modified in the First Lease Amendment, the Second Lease Amendment and the Fourth Lease Amendment is hereby further modified to the following:

2.

Section 2, “Term”: In the event Lessor desires to terminate this Lease, the Term of this Lease shall terminate on the termination date which Lessor gives in a written notice to Lessee; provided, however,