Exchange Agreement

     This Exchange Agreement is entered into this 25th day, of May 1999, between
International   Beverage  Development   Corporation,   a  Delaware  corporation,
hereinafter  "IBDC"; and Victoria Beverage Company Limited,  of the Isle of Man,
hereinafter  "Victoria".  Victoria is the holder of a Bearer Promissory Note, in
the  amount  of  $3,000,000  and  desires  to  exchange  such  Note to IBDC  for
12,000,000  common  shares of Gourmet's  Choice  Coffee Co., Inc. from IBDC (the
"Gourmet's Shares");

     NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:


                                    Agreement

     1.   Victoria hereby assigns and conveys to IBDC that the Bearer Promissory
          Note in the amount of $3,000,000 due to Bearer from IBDC.  IBDC hereby
          acknowledges receipt of such Bearer Note.

     2.   IBDC hereby  agrees to assign  within  thirty days,  to Victoria,  two
          stock  certificates,  each in the  amount of  6,000,000  shares.  Such
          shares  shall be  restricted  shares  as  defined  under the rules and
          regulations  of the  Securities  Exchange  Commission  of  the  United
          States,  and such shares  shall be subject to a holding  period  under
          Rule 144 of the Securities  Exchange  Commission  for such  restricted
          shares.  Such shares shall have an appropriate  legend stamped on each
          share certificate.

     3.   All representations and warranties shall survive the closing.

     4.   This  Agreement  will be binding on the parties  hereto,  their heirs,
          executors, successors, and assigns.

     5.   Each party hereto agrees to execute all other documents,  cancellation
          of notes, and recordings as shall be necessary to carry out the intent
          of this Exchange Agreement.


     6.   This Agreement  shall be construed  under the laws of the State of New
          York.

     7.   This Agreement may be signed in one or more counterparts.






     IN WITNESS  WHEREOF,  the  parties  have set their hands and seal the first
day, month and year above written.


Victoria Beverage Company Limited             International Beverage Development
                                              Corporation


By: /s/Nicole Hewson                             By: /s /James A. Tilton
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