COFFEE HOLDING CO., INC.
                                  COMMON STOCK
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
                          AUTHORIZED SHARES 20,000,000

                                                           CUSIP 192176 10 5 COM

THIS CERTIFIES THAT

is the registered owner of

                     FULLY PAID AND NONASSESSABLE SHARES OF
                   COMMON STOCK, $.001 PAR VALUE PER SHARE, OF

                            COFFEE HOLDING CO., INC.

      Transferable on the books of the Corporation in person or by attorney upon
surrender of this  Certificate  duly endorsed or assigned.  This Certificate and
the shares  represented  hereby are  subject to the laws of the State of Nevada,
and to the Certificate of Incorporation and Bylaws of the Corporation, as now or
hereafter  amended.  This  Certificate is not valid until  countersigned  by the
Transfer Agent.

      IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate to be
executed by the  facsimile  signature  of its duly  authorized  officers and has
caused a facsimile of its corporate seal to be hereunto affixed.

Dated:

By: /s/  David Gordon                  By: /s/  Andrew Gordon
    -------------------------------        -------------------------------------
     Corporate Secretary                   Andrew Gordon
                                           President and Chief Executive Officer

                                       OTR, Inc.
                                       Registrar and Transfer Agent


<PAGE>

                            COFFEE HOLDING CO., INC.

         The following abbreviations when used in the inscription on the face of
this Certificate shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common            UNIF TRANSFERS TO MIN ACT. .Custodian
TEN ENT - as tenants by the entireties    . . . . . . . . . . . . . . . . . . .
JT TEN  - as joint tenants with right     (Cust)                    (Minor)
           of survivorship and not as     . . . . . . . . . . . . . . . . . . .
           tenants in common              (State)

     Additional abbreviations may also be used though not in the above list

      For  value  received,   _______________________________   hereby  sell(s),
assign(s) and  transfer(s)  unto  ______________________  shares of Common Stock
evidenced by this Certificate,  and do(es) hereby irrevocably  constitute(s) and
appoint(s)  _________________________________________________  as  Attorney,  to
transfer the said shares on the books of the herein named Corporation, with full
power of substitution.

Date:
      ------------------

                                    Signature
                                               ---------------------------------

                                    Signature
                                               ---------------------------------

                                    NOTICE: The  signature to this  assignment
                                            must  correspond  with the name as
                                            written   upon  the  face  of  the
                                            Certificate,  in every particular,
                                            without alteration or enlargement,
                                            or any change whatsoever.