EXECUTION
                                                                            COPY

      SECOND AMENDMENT, dated as of November 29, 2000 (this "Amendment") to LOAN
AND SECURITY  AGREEMENT  dated as of November  21, 1997 (as amended  through the
date hereof, the "Loan Agreement") between COFFEE HOLDING CO. INC.  ("Borrower")
and WELLS FARGO BUSINESS CREDIT, INC., as assignee of Banc of America Commercial
Finance  Corporation,  f/k/a NationsCredit  Commercial  Corporation  ("Lender").
Terms which are  capitalized in this  Amendment and not otherwise  defined shall
have the meanings described to such terms in the Loan Agreement.

      WHEREAS,  the Borrower has  requested the Lender to consider (i) extending
the maturity of the credit facility  established pursuant to the Loan Agreement,
(ii)  extending  an  additional  Equipment  Advance  to the  Borrower  and (iii)
modifying  certain of the terms and provisions  contained in the Loan Agreement,
and the Lender is willing  to agree to the  foregoing,  subject to the terms and
conditions set forth herein;

      NOW  THEREFORE,  in  consideration  of the premises and mutual  agreements
herein contained, the parties hereto agree as follows:

      Section One.  Amendments to the Loan  Agreement.  Effective as of the date
hereof,  upon the satisfaction of the conditions  precedent contained in Section
Three hereof, the Loan Agreement is hereby amended as follows:

      (a) Preamble. The name and address of the Lender set forth in the Preamble
shall be amended to read entirely as follows:

      "WELLS FARGO BUSINESS  CREDIT,  INC., as assignee of Banc of America
      Commercial  Finance  Corporation,   f/k/a  NationsCredit  Commercial
      Corporation (the "Lender"), with a business address at 119 West 40th
      Street, New York, New York 10018-2500"

      (b) Section 1.1(a). Revolving Loans and Credit Accomodations. A new clause
(iii) is added to the  definition of  Availability  in Section 1.1(a) to read as
follows,  and clauses (iii), (iv) and (v) of Section 1.1(a) are renumbered (iv),
(v), (vi), respectively:

      "plus

      (iii) an amount  equal to the lesser of $250,000  and the  aggregate
      balance of funds in the Cash  Collateral  Account  maintained by the
      Borrower  with  Wells  Fargo  Bank as set  forth  in  Section  14 of
      Schedule A."

      (c) Section  1.1(b).  Term Loan. The following  sentences are added to the
end of Section 1.1(b):
<PAGE>

      "On the effective  date of the Second  Amendment to this  Agreement,
      dated  as of  November  29,  2000,  (x) the  Borrower  warrants  and
      represents that the unpaid principal balance of the Term Loan equals
      $192,000  and (y) the  Lender  shall  make an  additional  Equipment
      Advance to Borrower in the amount of $408,000.  The term "Term Loan"
      shall include the making of such additional Equipment Advance."

      (d) Article 3. Security Interest.  A new Section 3.2 shall be added to the
Loan Agreement to read in its entirety as follows:

      "3.2 Until all  Obligations  have been paid in full and the Lender's
      obligation to make Loans and to provide Credit  Accommodations under
      the Loan Agreement have  terminated,  Borrower shall maintain a Cash
      Collateral  Account  with Wells Fargo Bank,  the minimum  balance of
      which  shall at no time be less than the amount set forth in Section
      14(a) of Schedule A. Such account  shall earn interest at the annual
      rate set forth in Section 14(c) of Schedule A."

      (e) Section 5.3.  Title to  Collateral;  Permitted  Liens.  Section 5.3 is
amended by adding the following sentence to the end thereof:

      "The  Borrower  will not enter  into any  arrangement,  directly  or
      indirectly, with any other Person whereby the Borrower shall sell or
      transfer  any  real or  personal  property,  whether  now  owned  or
      hereafter  acquired,  and then or thereafter rent or lease as lessee
      such  property or any part thereof or any other  property  which the
      Borrower  intends  to use for  substantially  the  same  purpose  or
      purposes as the property being sold or transferred."

      (f) Section  5.13.  Financial  and  Collateral  Reports.  Section  5.13 is
amended by adding the following paragraph (h) thereto:

      "(h) Personal Financial  Statements.  No later than April 30 of each
      year,  the personal  financial  statement,  as of December 31 of the
      preceding  year, of each of Andrew Gordon and David Gordon,  each of
      which personal  financial  statements shall be (i) prepared based on
<PAGE>

      reasonable accounting standards consistently applied, (ii) signed by
      Andrew Gordon or David Gordon, as applicable,  and (iii) reflect all
      assets and liabilities in reasonable  detail,  and the net worth, of
      such applicable person."

      (g) Section 5.18. Negative Covenants.  Section 5.18 is amended by deleting
clause (vi) thereof in its entirety and by  substituting  the  following in lieu
thereof:

      "(vi) incur,  create,  assume or permit to exist any indebtedness or
      liability on account of deposits or advances or any indebtedness for
      borrowed money or letters of credit issued on the Borrower's  behalf
      or any other  indebtedness or liability  evidenced by notes,  bonds,
      debentures or similar  obligations,  except (a) indebtedness arising
      hereunder; (b) indebtedness of the Borrower in existence on the date
      hereof  and  listed on  Schedule  5.18  (vi);  and (c)  indebtedness
      secured by Permitted Liens."

      (h) Section 5.18. Negative Covenants.  Section 5.18 is amended by deleting
clause (i) thereof in its entirety  and by  substituting  the  following in lieu
thereof:

      "(i) merge or consolidate with another Person,  acquire any interest
      in any  Person  or from any new  Subsidiary,  engage  in any line of
      business materially  different from that presently engaged in by the
      Borrower, or purchase, lease or otherwise acquire assets not related
      to its business"

      (i)  Article  5.  Representations,  Warranties  and  Covenants.  Article 5
amended by adding a new Section  5.20  thereto,  captured  "Additional  Negative
Covenants, as follows:

      "5.20 Negative Covenants.  Borrower will not, without Lender's prior
      written  consent,  (i)  engage  in any line of  business  materially
      different  from that  presently  engaged in by the Borrower and will
      not purchase,  lease or otherwise  acquire assets not related to its
      business;  (ii) adopt any material  change in accounting  principles
      other  than as  required  by GAAP,  and will not  adopt,  permit  or
      consent to any  change in its  fiscal  year;  (iii)  adopt,  create,
      assume or become a party to any defined benefit pension plan, unless
      previously  disclosed  in  writing  to the  Lender;  (iv)  amend its
      certificate of  incorporation,  articles of incorporation or bylaws;
      (v) pay excessive or unreasonable  salaries,  bonuses,  commissions,
      consultant fees or other

<PAGE>

      compensation;  (vi) issue or sell any stock of the Borrower so as to
      change the percentage of voting and  non-voting  stock owned by each
      of the Borrower's shareholders on November 29, 2000 and the Borrower
      will not permit or suffer to occur the sale,  transfer,  assignment,
      pledge  or  other  disposition  of any or  all  of  the  issued  and
      outstanding shares of stock of the Borrower.

      (j) Section  7.1.  Maturity  Date.  7.1 is amended by  deleting  the first
sentence  thereof in its  entirety,  and by  substituting  the following in lieu
thereof:

      "7.1 Maturity Date. Lender's obligation to make Loans and to provide
      Credit  Accommodations under this Agreement shall initially continue
      in effect until the Initial Maturity Date set forth in Section 7 (a)
      of Schedule A (the  "Initial  Term");  provided that such date shall
      automatically  be extended (the Initial  Maturity Date, as it may be
      so  extended,   being  referred  to  as  the  "Maturity  Date")  for
      successive  additional  terms of two  years  each  (each a  "Renewal
      Term") unless one party gives written notice to the other,  not less
      than  sixty (60) days prior to the  Maturity  Date,  that such party
      elects not to extend the Maturity Date."

      (k) Schedule A of the Loan Agreement  shall be amended and restated in its
entirety to read as set forth in Schedule A attached hereto.

      (l) Schedule B of the Loan Agreement shall be amended to add the following
defined term:

      "Preferred Products Account" means an Account, the Account Debtor in
      respect of which is Supervalue.

      Section Two. Representations and Warranties. To induce the Lender to enter
into this  Amendment,  the  Borrower  warrants and  represents  to the Lender as
follows:

      (a)  All of the  representations  and  warranties  contained  in the  Loan
Agreement and each other Loan Document to which the Borrower is a party continue
to be true and correct in all  material  respects as of the date  hereof,  as if
repeated as of the date hereof,  except for such  representations and warranties
which, by their terms, are only made as of a previous date;

      (b) The  execution,  delivery  and  performance  of this  Amendment by the
Borrower  is  within  its  corporate  powers,  has been duly  authorized  by all
necessary corporate action, and the Borrower has received all necessary consents
and  approvals (if any shall be required) for the execution and delivery of this
Amendment;
<PAGE>

      (c) Upon its execution,  this Amendment shall constitute the legal,  valid
and binding  obligation  of the  Borrower,  enforceable  against the Borrower in
accordance with its terms,  except as such  enforceability may be limited by (i)
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) general principles of equity;

      (d) The Borrower is not in default under any indenture,  mortgage, deed of
trust, or other material agreement or material instrument to which it is a party
or by  which  it may be  bound.  Neither  the  execution  and  delivery  of this
Amendment,  nor the consummation of the transactions  herein  contemplated,  nor
compliance  with the  provisions  hereof will (i) violate any law or  regulation
applicable to it, (ii) cause a violation by the Borrower, of any order or decree
of any court or  government  instrumentality  applicable  to it, (iii)  conflict
with, or result in the breach of, or constitute a default under,  any indenture,
mortgage,  deed of trust, or other material agreement or material  instrument to
which the  Borrower  is a party or by which it may be bound,  (iv) result in the
creation or  imposition  of any lien,  charge,  or  encumbrance  upon any of the
property  of the  Borrower,  except  in  favor  of the  Lender,  to  secure  the
Obligations,  or (v) violate any provision of the Certificate of  Incorporation,
By-Laws or any capital stock provisions of the Borrower;

      (e) No Event of Default has occurred and is continuing; and

      (f) Since the date of the Lender's receipt of the financial  statements of
the Borrower for the eleven month period ended on September  30, 2000, no change
or event has occurred  which has had or is reasonably  likely to have a material
adverse effect on the Borrower's business,  operations,  condition (financial or
otherwise) or prospects (a "Material Adverse Effect").

      Section Three. Conditions Precedent. This Amendment shall become effective
upon the date that the last of the following events shall have occurred:

      (a) the Lender shall have  received this  Amendment,  duly executed by the
Borrower.

      (b) No Default shall have occurred and be continuing which  constitutes an
Event of Default  or would  constitute  an Event of  Default  upon the giving of
notice or lapse of time or both, and no event or development which has had or is
reasonably likely to have a Material Adverse Effect shall have occurred, in each
case since the date of  delivery  to the Lender of the  Borrower's  most  recent
financial statement.

      (c) the Lender shall have received (i) an officer's certificate,  executed
by the chief  financial  officer or chief  executive  officer  of the  Borrower,
confirming  the  truth  and  accuracy  of  the  representations  and  warranties
contained in Section Two hereof and contained in Section  Three (b) hereof,  and
(ii) a  secretary's  certificate,  executed by the  corporate  secretary  of the
Borrower, in form reasonably satisfactory to the Lender.
<PAGE>

      (d) the Lender shall have received a letter  agreement  from each of David
Gordon and Andrew  Gordon,  duly  executed by each of them,  each in the form of
Exhibit A of this Agreement.

      (e) the Lender shall have received a promissory note, duly executed by the
Borrower, in the form of Exhibit B to this Agreement.

      (f) the Lender shall have  received and reviewed to its  satisfaction  the
results  of a tax,  lien  and  judgment  search  report,  as of a  recent  date,
conducted against the Borrower and its properties.

      (g) the Lender shall have received (i) financing statements on form UCC-1,
to be filed against the Borrower,  as debtor,  suitable for  recordation  in all
appropriate  jurisdictions  and (ii)  financing  statements  on form  UCC-3,  to
reflect  the  assignment  to the  Lender by Banc of America  Commercial  Finance
Corporation  of its  security  interests  in the  assets and  properties  of the
Borrower, suitable for recordation in all appropriate jurisdictions.

      (h) the Lender shall have received an amendment, duly executed by Sterling
Gordon, to the  Subordination  Agreement dated as of August 31, 1999 executed by
him in favor of Banc of America Commercial Financial Corporation, such amendment
to be in the form of Exhibit C to this Agreement.

      (i) the Lender shall have  received a  Certificate  of Property  Insurance
evidencing the effectiveness of casualty  insurance on the Borrower's assets and
properties,  together with a loss payable  endorsement form naming the Lender as
loss payee with respect thereto.

      Section Four. General Provisions.

      (a) Except as herein expressly  amended,  the Loan Agreement and all other
agreements,  documents,  instruments  and  certificates  executed in  connection
therewith,  are ratified and  confirmed in all respects and shall remain in full
force and effect in accordance with their respective terms.

      (b) All  references to "the Loan  Agreement" in the Loan  Agreement  shall
mean the Loan  Agreement  as amended as of the  effective  date  hereof,  and as
amended hereby and as hereafter amended,  supplemented and modified from time to
time.  All  references  to "the  Mortgage" in the Patent,  Trademark and License
Mortgage  made as of November 21, 1997 by Coffee  Holding Co.,  Inc. in favor of
Nationscredit  Commercial  Corporation shall be deemed to be references to Wells
Fargo Business Credit,  Inc., as assignee of Banc of America  Commercial Finance
Corporation, f/k/a Nationscredit Commercial Corporation.

      (c) This Amendment  shall be governed by and construed in accordance  with
the internal laws of the State of New York,  without  regard to the conflicts of
law principles thereof.

      (d) The Borrower  agrees to use its reasonable best efforts to obtain from
(i) each  warehouseman,  bailee or other Person that has  possession  or control
from  time to time of any

<PAGE>

Inventory or Equipment of the Borrower a written  acknowledgement by such Person
in  substantially  the  form of  Exhibit  D to this  Amendment,  and  (ii) T & O
Management Corp. a landlord's  waiver in substantially  the form of Exhibit E to
this Amendment.

      (e) Upon the effective date of this Amendment,  that certain  notification
letter dated  September  20, 2000, as amended by letter dated as of November 17,
2000, from the Borrower to the Lender,  pursuant to which the Borrower  notified
the Lender of its intention to terminate the Loan Agreement  effective  December
15, 2000, is hereby deemed rescinded by the Borrower and is null and void and of
no force or effect.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized and delivered at
New York, New York as of the date first above written.

                                        COFFEE HOLDING CO. INC.

                                        By: /s/ Andrew Gordon
                                            ------------------------------
                                            Name: Andrew Gordon
                                            Title: President/CEO

                                        WELLS FARGO BUSINESS CREDIT, INC., as
                                        assignee of Banc of America Commercial
                                        Finance Corporation, f/k/a NationsCredit
                                        Commercial Corporation

                                        By: /s/ Christopher Stavrakos
                                            ------------------------------
                                            Name: Christopher Stavrakos
                                            Title: V.P. Div. Mgr.
<PAGE>

                                    Exhibit A

                          Form of Amendment of Guaranty

                        WELLS FARGO BUSINESS CREDIT, INC.
                              119 West 40th Street
                          New York, New York 10018-2500

                                                As of November 29, 2000

Mr. Andrew Gordon
251 Meisher Avenue
Staten Island, New York  10306

Mr. David Gordon
22 Barclay Road
Scarsdale, New York  10538

Gentlemen:

      Reference is made to the Individual Guaranty dated as of November 21, 1997
(the "Guaranty")  executed by each of you in favor of  NationsCredit  Commercial
Corporation,  now known as Banc of America Commercial Finance Corporation ("Banc
of America") with respect to the obligations  owing to Banc of America by Coffee
Holding Co., Inc., a New York corporation (the "Borrower")  pursuant to the Loan
and Security  Agreement  dated as of November  21, 1997 (as  amended,  the "Loan
Agreement") between Banc of America and the Borrower.

      As you may know, pursuant to an Asset Sale Agreement dated as of September
5, 2000 between Banc of America and Wells Fargo Business  Credit,  Inc.  ("Wells
Fargo"), Banc of America assigned to Wells Fargo, among other things, all of the
right,  title and interest of Banc of America in and to the Loan  Agreement  and
all agreements,  documents and  instruments  executed or delivered in connection
therewith, including without limitation the Guaranty.

      The purpose of this letter is to obtain your written acknowledgment of the
foregoing,  and your agreement that for all purposes,  on and after September 5,
2000,  Wells Fargo shall be deemed to be and is the "Lender"  referred to in the
Guaranty,  as if the Guaranty  had  originally  been  executed by each of you in
favor of Wells  Fargo.  In addition,  the Guaranty is hereby  amended to provide
that the  maximum  liability  of each of you  thereunder  shall be and is hereby
increased to the sum of $500,000  (exclusive of interest,  costs and expenses of
collection). Accordingly, the third paragraph contained on the first page of the
Guaranty is hereby deleted in its entirety,  and the following is substituted in
lieu thereof:
<PAGE>

            "NOTWITHSTANDING  ANYTHING  IN THIS  GUARANTY TO THE  CONTRARY,  THE
      LIABILITY OF EACH  GUARANTOR  HEREUNDER  SHALL NOT EXCEED  $500,000 IN THE
      AGGREGATE WITH RESPECT TO EACH SUCH GUARANTOR,  PLUS COSTS AND EXPENSES OF
      COLLECTION  AND  PROSECUTION  OF ACTIONS  AGAINST EACH  GUARANTOR AND PLUS
      INTEREST AS PROVIDED FOR IN THIS GUARANTY."

      If the  foregoing  is  acceptable  to you and is in  accordance  with your
understanding,  kindly sign in the space below to so  indicate.  Your  signature
shall also  constitute  your  acknowledgement  and  agreement  that the Guaranty
continues  to be in full force and  effect,  and is  enforceable  by Wells Fargo
against each of you in accordance with its terms. This letter agreement shall be
governed by and construed in  accordance  with the internal laws of the State of
New York.  Except to the extent set forth herein,  no other change in any of the
terms or provisions of the Guaranty is intended or implied.

                                        Very truly yours,

                                        WELLS FARGO BUSINESS CREDIT, INC.,
                                        as assignee of Banc of America
                                        Commercial Finance Corporation, f/k/a
                                        NationsCredit Commercial Corporation

                                        By: __________________________________
                                            Name:
                                            Title:

Read and Agreed to:

_____________________
Andrew Gordon,
individually

_____________________
David Gordon,
individually
<PAGE>

                                    Exhibit B

                  Form of Promissory Note evidencing Term Loan

                                    TERM NOTE

                                                         As of November 29, 2000
$600,000.00

FOR VALUE  RECEIVED,  the  undersigned,  COFFEE  HOLDING  CO.,  INC., a New York
corporation  (the  "Borrower")  promises  to pay to the  order  of  WELLS  FARGO
BUSINESS  CREDIT,  INC. (the  "Lender"),  at its office located at 119 West 40th
Street,  New York, New York 10018-2500,  in lawful money of the United States of
America and in immediately  available funds, the principal amount of SIX HUNDRED
THOUSAND  DOLLARS,  ($600,000.00)  in sixty (60) equal and  consecutive  monthly
installments of $10,000 each, payable on the first day of each month, commencing
January 1, 2001, provided,  however, that the entire unpaid balance of this Term
Note shall be due and payable in full on the  Maturity  Date,  as defined in the
Loan Agreement, as hereinafter defined.

The Borrower  further agrees to pay interest at said office,  in like money,  on
the unpaid  principal  amount  owing  hereunder  from time to time from the date
hereof on the dates and at the rate  specified  in paragraph 3 (b) of Schedule A
to the Loan and  Security  Agreement  dated as of November  21, 1997 (as amended
from time to time, the "Loan Agreement") between the Borrower and the Lender, as
assignee of Banc of America Commercial Finance Corporation,  f/k/a NationsCredit
Commercial  Corporation.  All  capitalized  terms  used  herein  shall  have the
meanings  ascribed  to them in the  Loan  Agreement,  unless  otherwise  defined
herein.

If any  payment on this Term Note  becomes due and payable on a day other than a
Business  Day, the  maturity  thereof  shall be extended to the next  succeeding
Business Day, and with respect to payments of principal,  interest thereon shall
be payable at the then applicable rate during such extension.

This Term Note  evidences  the Term Loan made  under the Loan  Agreement  by the
Lender to the Borrower and is subject to, and  entitled to, all  provisions  and
benefits thereof and is subject to optional and mandatory  prepayment,  in whole
or in part, as provided therein. The Borrower acknowledges that (i) a portion of
the proceeds of such Term Loan has been  disbursed to the Borrower  prior to the
date hereof,  (ii) $408,000 of the proceeds of such Term Loan is being disbursed
to the Borrower  concurrently  with its  execution of this Term Note,  and (iii)
this Term Note evidences the  consolidation of the unpaid  principal  balance of
prior Equipment  Advances made to the Borrower and a new Equipment Advance being
made to the Borrower concurrently with its execution of this Term Note. Upon the
occurrence  of any Event of  Default  specified  in the Loan  Agreement  or upon
termination of the Loan  Agreement,  all amounts then  remaining  unpaid on this
Term Note may  become,  or be  declared  to be,  immediately  due and payable as
provided in the Loan Agreement.
<PAGE>

                                        COFFEE HOLDING CO., INC.

                                        By: __________________________________
                                            Name:
                                            Title:
<PAGE>

                                    Exhibit C

                  Form of Amendment to Subordination Agreement

                        WELLS FARGO BUSINESS CREDIT, INC.
                              119 West 40th Street
                          New York, New York 10018-2500

                                                    As of November 29, 2000

Mr. Sterling Gordon
4401 First Avenue
Brooklyn, New York  11232

Dear Mr. Gordon:

      Reference is made to the  Subordination  Agreement  dated as of August 31,
1999 (the "Subordination  Agreement")  executed by you in favor of NationsCredit
Commercial  Corporation,  now  known  as  Banc  of  America  Commercial  Finance
Corporation  ("Banc  of  America")  with  respect  to the  subordination  of all
indebtedness,  liabilities and  obligations  owing to you by Coffee Holding Co.,
Inc.,  a New  York  corporation  (the  "Borrower")  to  the  prior  payment  and
satisfaction in full of all  indebtedness,  liabilities and obligations owing by
the  Borrower to Banc of America,  including  those  arising  under the Loan and
Security  Agreement  dated as of  November  21,  1997  (as  amended,  the  "Loan
Agreement") between Banc of America and the Borrower.

      As you may know, pursuant to an Asset Sale Agreement dated as of September
5, 2000 between Banc of America and Wells Fargo Business  Credit,  Inc.  ("Wells
Fargo"), Banc of America assigned to Wells Fargo, among other things, all of the
right,  title and interest of Banc of America in and to the Loan  Agreement  and
all agreements,  documents and  instruments  executed or delivered in connection
herewith, including without limitation the Subordination Agreement.

      The purpose of this letter is to obtain your written acknowledgment of the
foregoing,  and your agreement that for all purposes,  on and after September 5,
2000,  Wells Fargo shall be deemed to be and is the "Lender"  referred to in the
Subordination  Agreement,  as if the Subordination Agreement had originally been
executed by you in favor of Wells Fargo.

      If the  foregoing  is  acceptable  to you and is in  accordance  with your
understanding,  kindly sign in the space below to so  indicate.  Your  signature
shall also constitute your  acknowledgement and agreement that the Subordination
Agreement  continues to be in full force and effect, and is exercisable by Wells
Fargo against you in accordance with its terms. The Borrower has signed below to
confirm its  acknowledgment  of and agreement  with the  foregoing.  This letter
agreement  shall be governed by and  construed in  accordance  with the internal
laws of the State of New York.  Except to the extent set forth herein,  no other
change in any of the  terms or  provisions  of the  Subordination  Agreement  is
intended or implied.
<PAGE>

                                        Very truly yours,

                                        WELLS FARGO BUSINESS CREDIT, INC.,
                                        as assignee of Banc of America
                                        Commercial Finance Corporation, f/k/a
                                        NationsCredit Commercial Corporation

                                        By: __________________________________
                                            Name:
                                            Title:

Read and Agreed to:

_____________________
Sterling Gordon,
individually

Confirmed:

Coffee Holding Co., Inc.

By:________________________
   Name:
   Title:
<PAGE>

                                    Exhibit D

           Form of Acknowledgment from lessor, warehouseman, or bailee

                        WELLS FARGO BUSINESS CREDIT, INC.
                              119 West 40th Street
                            New York, New York 10018

[Name of Warehouse man
on bailee]

Address
                                                 [   Date   ]
Gentlemen:

      Please  be  advised  that  all  of  the  right,   title  and  interest  of
NationsCredit  Commercial  Corporation,  now known as Banc of America Commercial
Finance  Corporation  ("NationsCredit")  under the Loan and  Security  Agreement
dated as of November 21, 1997 between NationsCredit and Coffee Holding Co., Inc.
(the  "Client")  was assigned as of  September  5, 2000 to Wells Fargo  Business
Credit, Inc. ("Wells Fargo").

      Kindly sign below to indicate your acknowledgment of the foregoing, and to
confirm your agreement that the agreement  between you and  NationsCredit  dated
__________,  with respect to certain of the Client's merchandise,  inventory and
goods  which may be held by you from time to time shall  continue  in full force
and effect in favor of Wells Fargo,  as assignee of  NationsCredit,  as if Wells
Fargo was an original party thereto.  The Client has signed below to confirm its
agreement with the foregoing.

                                        Very truly yours,

                                        WELLS FARGO BUSINESS CREDIT, INC.

                                        By: __________________________________
                                            Name:
                                            Title:

Read and Agreed to:
[Name of warehouseman or bailee]

By:____________________________
   Name:
   Title:

Confirmed:

Coffee Holding Co., Inc.

By:____________________________
   Name:
   Title:
<PAGE>

                                    Exhibit E

                             Form of Landlord Waiver

THIS  LANDLORD  WAIVER  AGREEMENT  AND CONSENT  (this  "Agreement")  is made and
delivered  as of  this  day of  _____,  200___,  by T&O  MANAGEMENT  CORP.  (the
"Landlord"),  to and for the benefit of WELLS FARGO  BUSINESS  CREDIT,  INC.,  a
Minnesota  corporation,  with an office at 119 West 40th Street,  New York,  New
York 10018 (the "Lender").

                                    RECITALS

      WHEREAS,  Coffee  Holding Co.,  Inc. a New York  corporation,  is a tenant
under that certain [Lease  Agreement]  dated  _____________,  by and between the
Lessee and the Landlord  (the  "Lease")  pertaining  to certain space located at
4425 a First Avenue, Brooklyn, New York 11232 (the "Leased Premises");

      WHEREAS,  the Lessee is a party to and a borrower  under that certain Loan
and  Security  Agreement  dated as of November 21, 1999 (as  hereafter  amended,
modified,  supplemented  or restated  from time to time,  the "Loan  Agreement")
between the Lessee and the Lender;

      WHEREAS,  the Lender will make certain  loans and advances  (collectively,
the "Loans") to the Lessee  pursuant to the terms of the Loan  Agreement,  which
Loans will be secured,  in part, by all merchandise,  inventory and goods of the
Lessee,  including,  without  limitation,  all  inventory  of the  Lessee now or
hereafter  located on the Leased Premises (the  "Inventory")  and all machinery,
equipment,  fittings  and  furniture  now or  hereafter  located  on the  Leased
Premises (the "Equipment"); and

      WHEREAS, the Lender has requested that the Landlord execute this Agreement
as a condition  precedent to the  extension of certain Loans to the Lessee under
the Loan Agreement.

      NOW,  THEREFORE,  for and in  consideration of the premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  the Landlord hereby  represents and warrants to and covenants and
agrees with the Lender as follows:

      1. The  Landlord  hereby  waives  and  releases  unto the  Lender  and its
successors  and  assigns:  (i) any  contractual  landlord's  lien and any  other
landlord's lien which the Landlord may be entitled to assert or enforce, whether
at law or in equity, against the Inventory or Equipment, (ii) any and all rights
granted by or under any present or future laws to levy or distrain  for rent (or
any other  charges  which may be due to the  Landlord)  against the Inventory or
Equipment  and (iii) any and all other  claims,  liens and demands of every kind
which the Landlord has or may hereafter have against the Inventory or Equipment.
The Landlord  acknowledges  that the Inventory and Equipment are and will remain
personal  property and not fixtures even though they may be affixed to or placed
on the Leased Premises.

      2. The Landlord  certifies that: (i) the Lease is in full force and effect
and has not been amended,  modified, or supplemented,  (ii) there is no defense,
offset,  claim or counterclaim
<PAGE>

by or in favor of the Landlord against the Lessee under the Lease or against the
obligations of the Landlord under the Lease,  and (iii) no notice of default has
been given under or in connection  with the Lease which has not been cured,  and
the  Landlord has no knowledge  of any  occurrence  of any other  default by the
Lessee under or in connection with the Lease.

      3. The  Landlord  agrees  that the  Lender  has the  right to  remove  the
Inventory  and  Equipment  from the  Leased  Premises  at any time  prior to the
occurrence  of a default  under  the Lease  and,  after the  occurrence  of such
default,  during the Standstill  Period (as hereinafter  defined).  The Landlord
further agrees that,  during the foregoing  periods,  the Landlord will not: (i)
remove any of the Inventory or Equipment from the Leased Premises or (ii) hinder
the  Lender's  actions in removing the  Inventory  or Equipment  from the Leased
Premises or the Lender's actions in otherwise enforcing its security interest in
the Inventory and  Equipment.  The Landlord  acknowledges  that the Lender shall
have no  obligation  to  remove  the  Inventory  or  Equipment  from the  Leased
Premises.

      4. The Landlord  acknowledges  and agrees that the Lessee's  granting of a
security  interest  to the  Lender  in the  Inventory  and  Equipment  shall not
constitute a default under the Lease and the Landlord hereby expressly  consents
to the granting of such security interest.

      5. The  Landlord  shall send to the Lender a copy of any notice of default
under the Lease sent by the Landlord to the Lessee.  In  addition,  the Landlord
shall send to the  Lender a copy of any notice  received  by the  Landlord  of a
breach or default under the Lease.

      6. Notwithstanding anything to the contrary contained in this Agreement or
the Lease, in the event of a default by the Lessee under the Lease, the Landlord
shall forbear from exercising any of its remedies against the Lessee provided in
favor of Landlord under the Lease or at law or in equity until the date which is
90 days after the date the Landlord  delivers  written notice of such default to
the  Lender  (such 90 day period  being  referred  to herein as the  "Standstill
Period").  The Lender shall have the right,  but not the obligation,  during the
Standstill  Period,  to cure such default and the Landlord shall accept any such
cure by the Lender.  If, during the Standstill  Period, the Lender or the Lessee
cures the default,  then the Landlord  shall rescind the notice of default.  The
Landlord shall not, after the expiration of the Standstill Period, terminate the
Lease or exercise any other remedies  available to it thereunder or at law or in
equity,  so long as: (i) the Lender  complies  with all  provisions of the Lease
requiring the payment or  expenditure of money by the Lessee and (ii) the Lender
cures the  default  to the  reasonable  satisfaction  of  Landlord  prior to the
expiration of the Standstill Period.

      7. The  Landlord  hereby  agrees to give the Lender at least ten (10) days
written notice prior to the  effectiveness of any  termination,  cancellation or
surrender of the Lease by the Lessee.

      8. The terms and provisions of this  Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  assigns of the  Landlord  and the
Lender.  Specifically,  the Landlord acknowledges and agrees that, in connection
with any refinancing of the Loans (including,  without limitation,  any increase
in the aggregate principal amount of indebtedness  incurred in respect thereof),
the Lender may assign this  Agreement  to the lender  extending  such


<PAGE>

financing  (which  lender may include the Lender) (the "New  Lender"),  in which
event this Agreement shall,  without further action by any party, be enforceable
by the New Lender.  Notwithstanding  that the  provisions of this  paragraph are
intended to be  self-executing,  the  Landlord  agrees,  upon request by the New
Lender,  to  execute  and  deliver  a  written  acknowledgment   confirming  the
provisions of this paragraph in form satisfactory to the New Lender.

      9. All notices to the Lender under this Agreement  shall be in writing and
sent to the Lender at its  address set forth above by  certified  mail,  postage
prepaid, return receipt requested or by overnight delivery service.

      10. The  provisions  of this  Agreement  shall  continue in full force and
effect until the Landlord shall have received the Lender's written certification
that the Loans have been paid in full.

      11. The  interpretation,  validity and enforcement of this Agreement shall
be governed by and  construed  in  accordance  with the laws of the State of New
York, without giving effect to the conflicts of the laws principles thereof.

      12. The Landlord  agrees to execute,  acknowledge and deliver such further
instruments  as the  Lender  may  reasonably  request  to allow  for the  proper
recording of this Agreement (including,  without limitation, a revised agreement
in form and substance  sufficient for recording) or to otherwise  accomplish the
purposes of this Agreement.

      IN WITNESS WHEREOF,  the undersigned  Landlord has executed this Agreement
as of the day and year first set forth above.

                                        T&O MANAGEMENT CORP.

                                        By: __________________________________
                                            Name:
                                            Title:

ACCEPTED:

WELLS FARGO BUSINESS CREDIT, INC.

By:____________________________
   Name:
   Title:
<PAGE>

                                   Schedule A

                          Description of Certain Terms

      This Schedule is an integral part of the Loan and Security Agreement dated
as of November 21, 1997 (as amended through the date hereof,  the  "Agreement"),
between  COFFEE  HOLDING  CO.,  INC (the  "Borrower")  and WELLS FARGO  BUSINESS
CREDIT,  INC. (as assignee of Banc of America  Commercial  Finance  Corporation,
f/k/a NationsCredit Commercial Corporation) (in such capacity, the "Lender").

      1.    Loan Limits for Revolving Loans:

            (a)   Maximum Facility Amount:       $5,000,000

            (b)   Advance Rates:

                  (i)   Accounts                 85%; provided, that if the
                        Advance Rate:            Dilution Percentage exceeds 4%,
                                                 such advance rate will be
                                                 reduced by the number of full
                                                 or partial percentage points of
                                                 such excess

                  (ii)  Inventory
                        Advance
                        Rate(s):

                        (A) Finished             60%
                            goods:

                        (B) Raw materials:       60%

                        (C) Work in
                            process:             Not Applicable

                  (iii) Cash Collateral          $250,000, provided that (x) a
                                                 sum not less than such amount
                                                 is maintained at all times by
                                                 the Borrower in a Cash
                                                 Collateral Account at Wells
                                                 Fargo Bank and (y) the Lender
                                                 at all times has a first
                                                 priority lien against such Cash
                                                 Collateral Account

            (c)   Accounts Sublimit              Not Applicable


                                      A-1
<PAGE>

            (d)   Inventory Sublimit(s):

                  (i)   Overall sublimit on      $1,000,000 or, if less, the
                        advances against         aggregate advances against
                        Eligible Inventory       Accounts at any time of
                                                 determination

                  (ii)  Sublimit on advances     Not Applicable
                        against finished goods

                  (iii) Sublimit on advances     Not Applicable
                        against raw materials

            (e)   Credit Accommodation Limit:    $500,000

            (f)   Permanent Reserve Amount:      Not Applicable

            (g)   Overadvance Amount:            Not Applicable

      2.    Loan Limits for Term Loan:

            (a)   Principal Amount:

                  (i)   Equipment Advance:       The lesser of $600,000 and 85%
                                                 of the appraised auction sale
                                                 value of Borrower's Eligible
                                                 Equipment

                  (ii)  Real Property Advance:   Not Available


                                      A-2
<PAGE>

            (b)   Repayment Schedule:

                  (i)   Equipment Advance:       The Equipment Advance shall be
                                                 repaid based on an amortization
                                                 schedule consisting of 60
                                                 months, in equal consecutive
                                                 monthly installments of $10,000
                                                 each, payable on the first day
                                                 of each calendar month
                                                 commencing January 1, 2001,
                                                 with the entire unpaid balance
                                                 due and payable on the Maturity
                                                 Date

                  (ii)  Real Property Advance:   Not Applicable

      3.    Interest Rates:

            (a)   Revolving Loans:               0.50% per annum in excess of
                                                 the Prime Rate

            (b)   Term Loan:                     0.75% per annum in excess of
                                                 the Prime Rate

      4.    Minimum Loan Amount:                 $2,750,000

      5.    Maximum Days: the lesser of

            (a)   Maximum days after original
                  due date for Eligible
                  Accounts:                      60 days

            (b)   Maximum days after original
                  invoice date for Eligible
                  Accounts:                      90 days

      6.    Fees:

            (a)   Closing Fee:                   Not Applicable

            (b)   Facility Fee:

                  (i)   Initial Term:            $27,000

                  (ii)  Renewal Term(s)           $27,000


                                      A-3
<PAGE>

            (c)   Service Fee:                   Not Applicable

            (d)   Unused Line Fee:               Not Applicable

            (e)   Minimum Borrowing Fee:

                  (i)   Applicable Period:       Each Year

                  (ii)  Date payable:            Each anniversary of the date of
                                                 the Agreement

            (f)   Success Fee:                   Not Applicable

            (g)   Warrants:                      Not Applicable

            (h)   Early Termination              2% of the Maximum Facility
                                                 Amount if terminated during the
                                                 first year of the Renewal Term,
                                                 1% of the Maximum Facility
                                                 Amount if terminated thereafter
                                                 and prior to the Maturity Date;
                                                 provided that the Early
                                                 Termination Fee will be waived
                                                 by Lender if Borrower transfers
                                                 the Loans and all of its other
                                                 Obligations hereunder to
                                                 another division of Wells Fargo
                                                 Bank

            (i)   Fees for letters of credit     1 % per annum of the face
                  and other Credit               amount of each open Credit
                  Accommodations (or guaranties  Accommodation, plus all costs
                  thereof by Lender):            and fees charged by the issuer

            (j)   Field Exam Fee:                $750 per day per person plus
                                                 all out-of-pocket expenses,
                                                 provided that if no Default has
                                                 occurred during any consecutive
                                                 365 day period commencing on
                                                 November 20, 2000, then the
                                                 maximum amount of the field
                                                 exam fees for which the
                                                 Borrower shall be obligated to
                                                 pay the Lender during such
                                                 period shall not exceed
                                                 $13,500.

      7.    Maturity Date:

            (a)   Initial Maturity Date:         November 20, 2002


                                      A-4
<PAGE>

      8.    Financial Covenants:

            (a)   Capital Expenditure
                  Limitation:                    Not Applicable

            (b)   Minimum Net Worth
                  Requirement:                   Not Applicable

            (c)   Minimum Tangible Net Worth     Not Applicable

            (d)   Minimum Working Capital:       Not Applicable

            (e)   Maximum Cumulative Net Loss:   Not Applicable

            (f)   Minimum Cumulative             for the fiscal quarter ending
                  Net Income:                    January 31,2001
                                                 Not less than $1.00

                                                 for the two fiscal quarters
                                                 ending April 30, 2001
                                                 Not less than $ 261,000

                                                 for the three fiscal quarters
                                                 ending July 31, 2001
                                                 Not less than $ 312,000

                                                 for the four fiscal quarters
                                                 ending October 31, 2001
                                                 Not less than $ 511,000

                                                 for the fiscal quarter ending
                                                 January 31, 2002, for the two
                                                 fiscal quarters ending April
                                                 30, 2002, for the three fiscal
                                                 quarters ending July 31, 2002,
                                                 and for the four fiscal
                                                 quarters ending October 31,
                                                 2002, the Borrower shall be
                                                 required to maintain a minimum
                                                 cumulative net income in an
                                                 amount mutually agreed upon
                                                 with the Lender, but in no
                                                 event less than 67% of the
                                                 cumulative net income projected
                                                 by the Borrower for each such
                                                 period, as reflected in its
                                                 forecasted income statement for
                                                 the fiscal year ending October
                                                 31, 2002

            (g)   Maximum Leverage Ratio:        Not Applicable

            (i)   Limitation on
                  Equipment Leases:              Not Applicable


                                      A-5
<PAGE>

            (h)   Limitation on Purchase Money
                  Security Interests:            Not Applicable

            (i)   Additional Financial
                  Covenants:                     Not Applicable

      9.    Borrower Information:

            (a)   Prior Name of Borrower:        None

            (b)   Prior Trade Names of Borrower  None

            (c)   Existing Trade Names of
                  Borrower:                      None

            (d)   Inventory Locations:           Continental Terminals, Inc.
                                                 738 Third Avenue
                                                 Brooklyn, New York 11232

            (e)   Other Locations:               4425a First Avenue
                                                 Brooklyn, New York 11232

                                                 4401 First Avenue
                                                 Brooklyn, New York  11232-0005

                                                 54 A Hackensack Avenue
                                                 River Terminal
                                                 Kearny, NJ  07032

            (f)   Litigation:                    None

            (g)   Ownership of Borrower          Andrew Gordon - 32.5%
                                                 David Gordon - 32.5%
                                                 Mr. and Mrs. Sterling Gordon -
                                                  15.0%
                                                 Other - 20.0%

            (h)   Subsidiaries (and ownership
                  thereof):                      None


                                      A-6
<PAGE>

            (i)   Facsimile Numbers:

                  Borrower:                      718-832-0892

                  Lender:                        646-728-3279

      10.   Description of Real Property         None

      11.   Lender's Bank:                       Wells Fargo Bank

      12.   Other Covenants:                     None

      13.   Exceptions to Negative Covenants:    None

      14.   Cash Collateral:

            (a)   Minimum Amount                 $250,000

            (b)   Duration:                      Until all Loans are repaid in
                                                 full and all of the Lender's
                                                 commitments under the Agreement
                                                 are terminated.

            (c)   Interest Paid:                 0.50% per annum below the Prime
                                                 Rate

      15.   Guaranties:

            (a)   Guarantors:                    Andrew Gordon
                                                 David Gordon

            (b)   Amount:                        Each in the amount of $500,000


                                      A-7
<PAGE>

      IN WITNESS WHEREOF,  Borrower and Lender have signed this Schedule A as of
the date set forth in the letter agreement to which this Schedule is attached.

Borrower:                              Lender:

COFFEE HOLDING CO., INC.               WELLS FARGO BUSINESS CREDIT,  INC., (as
                                       assignee of Banc of America Commercial
                                       Finance Corporation, f/k/a NationsCredit
                                       Commercial Corporation)


By: ___________________________        By:____________________________________
    Name:                                 Name:
    Title:                                Title:


                                      A-8