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.
<PAGE>

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.

                                          COFFEE HOLDING CO., INC.

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