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                                                                    EXHIBIT 10.4

                           [MERRILL LYNCH LETTERHEAD]



Coffee Holding Co., Inc.                                      January 27, 2005
4401 First Avenue
Brooklyn, NY 11232

         RE: AMENDMENT TO LOAN DOCUMENTS

Mr. Gordon:

This Letter Agreement will serve to confirm certain agreements of Merrill Lynch
Business Financial Services Inc. ("MLBFS") and Coffee Holding Co., Inc
("Customer") with respect to: (i) that certain WCMA LOAN AND SECURITY AGREEMENT
NO. 208-07517 between MLBFS and Customer (including any previous amendments and
extensions thereof), and (ii) all other agreements between MLBFS and Customer or
any party who has guaranteed or provided collateral for Customer's obligations
to MLBFS (a "Guarantor") in connection therewith (collectively, the "Loan
Documents"). Capitalized terms used herein and not defined herein shall have the
set meaning set forth in the Loan Documents.

Subject to the terms hereof, effective as of the "Effective Date" (as defined
below), the Loan Documents are hereby amended as follows:

(a) The term "Maximum WCMA Line of Credit" shall mean $3,500,000.00

(b) Subject to any further change in the WCMA Line of Credit and/or other
amendments of terms, if the WCMA Line of Credit is renewed beyond the current
Maturity Date, the annual Line Fee during the renewal period shall be
$30,000.00.

(c) The term "Interest Rate" shall mean a variable per annum rate of interest
equal to the sum of 2.15% and the One-Month LIBOR. "One-Month LIBOR" shall mean,
as of the date of any determination, the interest rate then most recently
published in the "Money Rates" section of The Wall Street Journal as the
one-month London Interbank Offered Rate. The Interest Rate will change as of the
date of publication in The Wall Street Journal of a One-Month LIBOR that is
different from that published on the preceding Business Day. In the event that
The Wall Street Journal shall, for any reason, fail or cease to publish the
One-Month LIBOR, MLBFS will choose a reasonably comparable index or source to
use as the basis for the Interest Rate.

(d) The term "Obligations" shall mean all liabilities, indebtedness and other
obligations of Customer to MLBFS, howsoever created, arising or evidenced,
whether now existing or hereafter arising, whether direct or indirect, absolute
or contingent, due or to become due, primary or secondary or joint or several,
and, without limiting the foregoing, shall include interest accruing after the
filing of any petition in bankruptcy, and all present and future liabilities,
indebtedness and obligations of Customer under the Loan Documents and under that
certain Reducing Revolver Loan and Security Agreement No. 208-07273.


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Coffee Holding Co., Inc.
January 27, 2005
Page No. 2


(e) Subject to the terms of the Loan Documents (including the Letter of Credit
Supplement included therein), MLBFS has approved letter of credit availability
for Customer under the WCMA Line of Credit, limited to the lesser of: (i)
$310,300.00 or (ii) the then remaining availability under Customer's WCMA Line
of Credit. Each letter of credit will be issued by a corresponding bank after
approval both by MLBFS and that bank as to the terms of the requested letter of
credit and execution by Customer of all documents required by MLBFS and that
bank. Each letter of credit will be subject to the approval of MLBFS and the
issuing bank, and when issued will reduce the remaining availability under
Customer's WCMA Line of Credit by the amount of such letter of credit and its
related fees. In connection with said letter of credit availability, Customer
acknowledges and agrees:

(i) Concurrently with its acceptance hereof, Customer will pay to MLBFS by check
a non-refundable Letter of Credit Commitment Fee in the amount of $775.75, or
Customer hereby authorizes and directs MLBFS to charge Letter of Credit
Commitment Fee to WCMA Account No. 208-07517.

(ii) All other fees will be charged in accordance with the terms of the Letter
of Credit Supplement included in the Loan Documents.

(iii) No letter of credit expiry date shall extend beyond the Maturity Date.

Additional fees may apply under certain circumstances. All fees (except for the
Letter of Credit Commitment Fee) will be charged to the Customer's WCMA Account
at the applicable time. Please be advised, generally a letter of credit takes a
minimum of 72 hours to be issued from the date the required documents are
returned and accepted by MLBFS.

Except as expressly amended hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.

By their execution of this Letter Agreement, the below-named Guarantors hereby
consent to the foregoing modifications to the Loan Documents, and hereby agree
that the "Obligations" under their respective Unconditional Guaranty and/or
agreements providing collateral shall extend to and include the Obligations of
Customer under the Loan Documents, as amended hereby.

Customer and said Guarantors acknowledge, warrant and agree, as a primary
inducement to MLBFS to enter into this Agreement, that: (a) no Default or Event
of Default has occurred and is continuing under the Loan Documents; (b) each of
the warranties of Customer in the Loan Documents are true and correct as of the
date hereof and shall be deemed remade as of the date here; (c) neither Customer
nor any of said Guarantors have any claim against MLBFS or any of its affiliates
arising out of or in connection with the Loan Documents or any other matter
whatsoever; and (d) neither Customer nor any of said Guarantors have any defense
to payment of any amounts owing, or any right of counterclaim for any reason
under, the Loan Documents.


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Coffee Holding Co., Inc.
January 27, 2005
Page No. 3


THE OBLIGATIONS OF MLBFS UNDER THIS LETTER AGREEMENT ARE SUBJECT TO ITS RECEIPT
(WHERE APPLICABLE) AND SATISFACTION WITH THE FOLLOWING:

                 A COPY OF CUSTOMER'S 10K REPORT FOR FISCAL YEAR
                            ENDING DECEMBER 31, 2004.

Provided that no Event of Default, or event which with the giving of notice,
passage of time, or both, would constitute an Event of Default, shall then have
occurred and be continuing under the terms of the Loan Documents, and each of
the conditions specified above shall have been met to our satisfaction, the
amendments and agreements in this Letter Agreement will become effective on the
date (the "Effective Date") upon which: (a) Customer and the Guarantors shall
have executed and returned the duplicate copy of this Letter Agreement and the
other documents enclosed herewith; and (b) an officer of MLBFS shall have
reviewed and approved this Letter Agreement and such other documents as being
consistent in all respects with the original internal authorization hereof.

Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the duplicate copy of this Letter Agreement and such other documents
within 14 days from the date hereof, or if for any other reason (other than the
sole fault of MLBFS) the Effective Date shall not occur within said 14-day
period, then all of said amendments and agreements will, at the sole option of
MLBFS, be void.

Very truly yours,

MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.

By: /s/ David Smoller
    ---------------------
    David Smoller
    Senior Credit Manager

Accepted:

COFFEE HOLDING CO., INC.
By: /s/ David Gordon
    -----------------------
Printed Name:  David Gordon
Title:  Vice President

Approved:

/s/ Andrew Gordon
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ANDREW GORDON


/s/ David Gordon
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DAVID GORDON