Exhibit
10.7




Contract of Sale—Office,
Commercial and Multi-Family Residential Premises







Table
of Contents




Section 1.
            Sale of Premises and Acceptable
      Title
            2Section 2.
            Purchase Price, Acceptable Funds, Existing
      Mortgages, Purchase Money Mortgage, Escrow of Downpayment and Foreign
      Persons
            3Section 3.
            The Closing
            7Section 4.
            Representations and Warranties of
      Seller
            7Section 5.
            Acknowledgments, Representations and Warranties of
      Purchaser
            9Section 6.
            Seller’s Obligations as to
Leases
            10Section 7.
            Responsibility for
    Violations
            11Section 8.
            Destruction, Damage or
      Condemnation
            12Section 9.
            Covenants of Seller
            12Section 10.
            Seller’s Closing
    Obligations
            13Section 11.
            Purchaser’s Closing Obligations
            15Section 12.
            Apportionments
            15Section 13.
            Objections to Title, Failure of Seller or Purchaser
      to Perform and Vendee’s Lien
            16Section 14.
            Broker
            18Section 15.
            Notices
            18Section 16.
            Limitations on Survival of Representations,
      Warranties, Covenants and other Obligations.
            18Section 17.
            Due Diligence Period
            19Section 18.
            Miscellaneous Provisions
            19





CONTRACT dated April 14,
2009 between


COFFEE
HOLDING CO., INC (“Seller”) and




4401 1st
AVE LLC (“Purchaser”).





Premises:                      4401
First Avenue


Street
Address:


City or
Town:              Brooklyn County     
State of New York




Block
735            Lot
40





1


Seller
and Purchaser hereby covenant and agree as follows:




Section
      1.
            Sale
      of Premises and Acceptable Title


§1.01.  Seller
shall sell to Purchaser, and Purchaser shall purchase from Seller, at the price
and upon the terms and conditions set forth in this
contract:  (a) the parcel of land more particularly described in
Schedule A attached hereto (“Land”); (b) all buildings and improvements
situated on the Land (collectively, “Building”); (c) all right, title and
interest of Seller, if any, in and to the land lying in the bed of any street or
highway in front of or adjoining the Land to the center line thereof and to any
unpaid award for any taking by condemnation or any damage to the Land by reason
of a change of grade of any street or highway; (d) the appurtenances and
all the estate and rights of Seller in and to the Land and Building; and
(e) all right, title and interest of Seller, if any, in and to the
fixtures, equipment and other personal property attached or appurtenant to the
Building (collectively, “Premises”).  For purposes of this contract,
“appurtenances” shall include all right, title and interest of Seller in and to
(i) the leases for space in the Building, and all guarantees thereof, as
shown on Schedule E attached hereto and any leases entered into by Seller
between the date of this contract and the Closing (as hereinafter defined);
(ii) the Service Contracts (as hereinafter defined); (iii) plans,
specifications, architectural and engineering drawings, prints, surveys, soil
and substrata studies relating to the Land and the Building in Seller’s
possession; (iv) all operating manuals and books, data and records
regarding the Land and the Building and its component systems in Seller’s
possession; (v) all licenses, permits, certificates of occupancy and other
approvals issued by any state, federal or local authority relating to the use,
maintenance or operation of the Land and the Building to the extent that they
may be transferred or assigned; (vi) all warranties or guaranties, if any,
applicable to the Building, to the extent such warranties or guaranties are
assignable; and (vii) all tradenames, trademarks, servicemarks, logos,
copyrights and good will relating to or used in connection with the operation of
the Land and the Building.  The Premises are located at or known
as




4401
First Avenue


Brooklyn,
New York 11232




See
Schedule A annexed




§1.02.  Seller
shall convey and Purchaser shall accept fee simple title to the Premises in
accordance with the terms of this contract, subject only
to:  (a) the matters set forth in Schedule B attached hereto
(collectively, “Permitted Exceptions”); and (b) such other matters as
(i) the title insurer specified in Schedule D attached hereto (or if none
is so specified, then any title insurer licensed to do business by the State of
New York) shall be willing, without special premium, to omit as exceptions to
coverage or to except with insurance against collection out of or enforcement
against the Premises and (ii) shall be accepted by any lender described in
Section 274-a of the Real Property Law (“Institutional Lender”) which has
committed in writing to provide mortgage financing to Purchaser for the purchase
of the Premises (“Purchaser’s Institutional Lender”), except that if such
acceptance by Purchaser’s Institutional Lender is unreasonably withheld or
delayed, such acceptance shall be deemed to have been given.




2


Section
      2.
            Purchase
      Price, Acceptable Funds, Existing Mortgages, Purchase Money Mortgage,
      Escrow of Downpayment and Foreign Persons


§2.01.  The
purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the
Premises as provided in Schedule C attached hereto is
$3,000,000.00.




§2.02.  All
monies payable under this contract, unless otherwise specified in this contract,
shall be paid by (a) certified checks of Purchaser or any person making a
purchase money loan to Purchaser drawn on any bank or trust company having a
banking office in the City of New York and which is a member of the New York
Clearing House Association or (b) official bank checks drawn by any such
banking institution, payable to the order of Seller, except that uncertified
checks of Purchaser payable to the order of Seller up to the amount of one-half
of one percent of the Purchase Price shall be acceptable for sums payable to
Seller at the Closing, or (c) with respect to the portion of the Purchase
Price payable at the Closing, at Seller’s election, by wire transfer of
immediately available federal funds to an account designated by Seller not less
than three business days prior to the Closing.




§2.03.  (a) If
Schedule C provides for the acceptance of title by Purchaser subject to one or
more existing mortgages (collectively, “Existing Mortgage(s)”), the amounts
specified in Schedule C with reference thereto may be approximate.  If
at the Closing the aggregate principal amount of the Existing Mortgage(s), as
reduced by payments required thereunder prior to the Closing, is less than the
aggregate amount of the Existing Mortgage(s) as specified in Schedule C, the
difference shall be added to the monies payable at the Closing, unless otherwise
expressly provided herein.




(b)  If any of
the documents constituting the Existing Mortgage(s) or the note(s) secured
thereby prohibits or restricts the conveyance of the Premises or any part
thereof without the prior consent of the holder or holders thereof
(“Mortgagee(s)”) or confers upon the Mortgagee(s) the right to accelerate
payment of the indebtedness or to change the terms of the Existing Mortgage(s)
in the event that a conveyance is made without consent of the Mortgagee(s),
Seller shall notify such Mortgagee(s) of the proposed conveyance to Purchaser
within 10 days after execution and delivery of this contract, requesting the
consent of such Mortgagee(s) thereto.  Seller and Purchaser shall
furnish the Mortgagee(s) with such information as may reasonably be required in
connection with such request and shall otherwise cooperate with such
Mortgagee(s) and with each other in an effort expeditiously to procure such
consent, but neither shall be obligated to make any payment to obtain such
consent.  If such Mortgagee(s) shall fail or refuse to grant such
consent in writing on or before the date set forth in Schedule D or shall
require as a condition of the granting of such consent (i) that additional
consideration be paid to the Mortgagee(s) and neither Seller nor Purchaser is
willing to pay such additional consideration or (ii) that the terms of the
Existing Mortgage(s) be changed and Purchaser is unwilling to accept such
change, then unless Seller and Purchaser mutually agree to extend such date or
otherwise modify the terms of this contract, Purchaser may terminate this
contract in the manner provided in § 13.02.  If Schedule C provides
for a Purchase Money Mortgage (as defined in §2.04), Seller may also terminate
this contract in the manner provided in §13.02 if any of the foregoing
circumstances occur or if Seller is unwilling to accept any such change in the
terms of the Existing Mortgage(s).




3


§2.04.  (a) If
Schedule C provides for payment of a portion of t le Purchase Price by execution
and delivery to Seller of a note secured by a purchase money mortgage (“Purchase
Money Mortgage”), such note and Purchase Money Mortgage shall be drawn by the
attorney for the Seller on the most recent forms of the New York Board of Title
Underwriters (or its successor) for notes and for mortgages of like lien, as
modified by this contract.  At the Closing, Purchaser shall pay the
mortgage recording tax and recording fees therefor and the filing fees for any
financing statements delivered in connection therewith.




(b)  If
Schedule C provides for the acceptance of title by Purchaser subject to Existing
Mortgage(s) prior in lien to the Purchase Money Mortgage, the Purchase Money
Mortgage shall provide that it is subject and subordinate to the lien(s) of the
Existing Mortgage(s) and shall be subject and subordinate to any extensions,
modifications, renewals, consolidations, substitutions or replacements thereof
(collectively, “Refinancing” or “Refinanced Mortgage”), provided that
(i) the rate of interest payable under a Refinanced Mortgage shall not be
greater than that specified in Schedule D as the Maximum Interest Rate or, if no
Maximum Interest Rate is specified in Schedule D, shall not be greater than the
rate of interest that was payable on the refinanced indebtedness immediately
prior to such Refinancing, and (ii) if the principal amount of the
Refinanced Mortgage plus the principal amount of other Existing Mortgage(s), if
any, remaining after placement of a Refinanced Mortgage exceeds the amount of
principal owing and unpaid on all mortgages on the Premises superior to the
Purchase Money Mortgage immediately prior to the Refinancing, an amount equal to
the excess shall be paid at the closing of the Refinancing to the holder of the
Purchase Money Mortgage in reduction of principal payments due thereunder in
inverse order of maturity.  The Purchase Money Mortgage shall further
provide that the holder thereof shall, on demand and without charge therefor,
execute, acknowledge and deliver any agreement or agreements reasonably required
by the mortgagor to confirm such subordination.




(c)  The
Purchase Money Mortgage shall contain the following additional
provisions:




(i)  “The
mortgagor or any owner of the mortgaged premises shall have the right to prepay
the entire unpaid indebtedness together with accrued interest, but without
penalty, at any time on or after [insert the day following the last day of the
fiscal year of the mortgagee in which the Closing occurs or, if a Prepayment
Date is specified in Schedule D, the specified Prepayment Date], on not less
than 10 days’ written notice to the holder hereof.”





(ii)  “Notwithstanding
anything to the contrary contained herein, the obligation of the mortgagor for
the payment of the indebtedness and for the performance of the terms, covenants
and conditions contained herein and in the note secured hereby is limited solely
to recourse against the property secured by this mortgage, and in no event shall
the mortgagor or any principal of the mortgagor, disclosed or undisclosed, be
personally liable for any breach of or default under the note or this mortgage
or for any deficiency resulting from or through any proceedings to foreclose
this mortgage, nor shall any deficiency judgment, money judgment or other
personal judgment be sought or entered against the mortgagor or any principal of
the mortgagor, disclosed or undisclosed, but the foregoing shall not adversely
affect the lien of this mortgage or the mortgagee’s right of
foreclosure.”





4


(iii)  “In
addition to performing its obligations under Section 274-a of the Real Property
Law, the mortgagee, if other than one of the institutions listed in Section
274-a, agrees that, within 10 days after written request by the mortgagor, but
not more than twice during any period of 12 consecutive months, it will execute,
acknowledge and deliver without charge a certificate of reduction in recordable
form (a) certifying as to (1) the then unpaid principal balance of the
indebtedness secured hereby, (2) the maturity date thereof, (3) the
rate of interest, (4) the last date to which interest has been paid and
(5) the amount of any escrow deposits then held by the mortgagee, and
(b) stating, to the knowledge of the mortgagee, whether there are any a
alleged defaults hereunder and, if so, specifying the nature
thereof.”




(iv)  “All
notices required or desired to be given under this mortgage shall be in writing
and shall be delivered personally or shall be sent by prepaid registered or
certified mail, addressed to the mortgagor and mortgagee at the addresses
specified in this mortgage or to such other parties or at such other addresses,
not exceeding two, as may be designated in a notice given to the other party or
parties in accordance with the provisions hereof.”




(v)  The
additional provisions, if any, specified in a rider hereto.




§2.05.  (a)  If
the sum paid under paragraph (a) of Schedule C or any other sums paid on account
of the Purchase Price prior to the Closing (collectively, “Downpayment”) are
paid by check or checks drawn to the order of and delivered to Seller’s attorney
or another escrow agent (“Escrowee”*), the Escrowee shall hold the proceeds
thereof in escrow in a special bank account (or as otherwise agreed in writing
by Seller, Purchaser and Escrowee) until the Closing or sooner termination of
this contract and shall pay over or apply such proceeds in accordance with the
terms of this section.  Escrowee need not hold such proceeds in an
interest-bearing account, but if any interest is earned thereon, such interest
shall be paid to the same party entitled to the escrowed proceeds, and the party
receiving such interest shall pay any income taxes thereon.  The tax
identification numbers of the parties are either set forth in Schedule D or
shall be furnished to Escrowee upon request.  At the Closing, such
proceeds and the interest thereon, if any, shall be paid by Escrowee to
Seller.  If for any reason the Closing does not occur and either party
makes a written demand upon Escrowee for payment of such amount, Escrow shall
give written notice to the other party of such demand.  If Escrowee
does not receive a written objection from the other party to the proposed
payment within 10 business days after the giving of such notice, Escrowee is
hereby authorized to make such payment.  If Escrowee does receive such
written objection within such 10 day period or if for any other reason Escrowee
in good faith shall elect not to make such payment, Escrowee shall continue to
hold such amount until otherwise directed by written instructions from the
parties to this contract or a final judgment of a court.  However,
Escrow shall have the right at any time to deposit the escrowed proceeds and
interest thereon, if any, with the clerk of the Supreme Court of the county in
which the Land is located.  Escrowee shall give written notice of such
deposit to Seller and Purchaser.  Upon such deposit Escrowee shall be
relieved and discharged of all further obligations and responsibilities
hereunder.




5


(b)  The
parties acknowledge that Escrowee is acting solely as a stakeholder at their
request and for their convenience, that Escrowee shall not .be deemed to be the
agent of either of the parties, and that Escrowee shall not be liable to either
of the parties for any act or omission on its part unless taken or suffered in
bad faith, in willful disregard of this contract or involving gross
negligence.  Seller and Purchaser shall jointly and severally
indemnify and hold Escrowee harmless from and against all costs, claims and
expenses, including reasonable attorneys’ fees, incurred in connection with the
performance of Escrowee’s duties hereunder, except with respect to actions or
omissions taken or suffered by Escrowee in bad faith, in willful disregard of
this contract or involving gross negligence on the part of
Escrowee.




(c)  Escrowee
has acknowledged agreement to these provisions by signing in the place indicated
on the signature page of this contract.




(d)  If
Escrowee is Seller’s attorney, Escrowee or any member of its firm shall be
permitted to act as counsel for Seller in any dispute as to the disbursement of
the Downpayment or any other dispute between the parties whether or not Escrowee
is in possession of the Downpayment and continues to act as
Escrowee.




(e)  Escrowee
may act or refrain from acting in respect of any matter referred to in this
§2.05 in full reliance upon and with the advice of counsel which may be selected
by it (including any member of its firm) and shall be fully protected in so
acting or refraining from action upon the advice of such counsel.




*or
escrow agent




§2.06.  In the
event that Seller is a “foreign person”, as defined in Internal Revenue Code
Section 1445 and regulations issued thereunder (collectively, the “Code
Withholding Section”), or in the event that Seller fails to deliver the
certification of non-foreign status required under §10.12(c), or in the event
that Purchaser is not entitled under the Code Withholding Section to rely on
such certification, Purchaser shall deduct and withhold from the Purchase Price
a sum equal to ten percent (10%) thereof and shall at Closing remit the withheld
amount with Forms 8288 and 8288A or any successors thereto) to the Internal
Revenue Service; and if the cash balance of the Purchase Price payable to Seller
at the Closing after deduction of net adjustments, apportionments and credits
(if any) to be made or allowed in favor of Seller at the Closing as herein
provided is less than ten percent (10%) of the Purchase Price, Purchaser shall
have the right to terminate this contract, in which event Seller shall refund
the Downpayment to Purchaser and shall reimburse Purchaser for title examination
and survey costs as if this contract were terminated pursuant to
§13.02.  The right of termination provided for in this §2.06 shall be
in addition to and not in limitation of any other rights or remedies available
to Purchaser under applicable law.




6


Section
      3.
            The
      Closing


§3.01.  Except as
otherwise provided in this contract, the closing of title pursuant to this
contract (“Closing”) shall take place on the scheduled date and time of closing
specified in Schedule D (the actual date of the Closing being herein referred to
as “Closing Date”) at the place specified in Schedule D.




Section
      4.
            Representations
      and Warranties of Seller


Seller
represents and warrants to Purchaser as follows:


§4.01.  Unless
otherwise provided in this contract, Seller is the sole owner of the
Premises.




§4.02.  If the
Premises are encumbered by an Existing Mortgage(s), no written notice has been
received from the Mortgagee(s) asserting that a default or breach exists
thereunder which remains uncured and no such notice shall have been received and
remain uncured on the Closing Date.  If copies of documents
constituting the Existing Mortgage(s) and note(s) secured thereby have been
exhibited to and initialed by Purchaser or its representative, such copies are
true copies of the originals and the Existing Mortgage(s) and note(s) secured
thereby have not been modified or amended except as shown in such
documents.




§4.03.  Premises
shall be delivered vacant and broom clean.




§4.04.  If the
Premises or any part thereof are subject to the New York City Rent Stabilization
Law, Seller is and on the Closing Date will be a member in good standing of the
Real Estate Industry Stabilization Association, and, except as otherwise forth
in the Rent Schedule, there are no proceedings with any tenant presently pending
before the Conciliation and Appeals Board or the New York State Division of
Housing and Community Renewal in which a tenant has alleged an overcharge of
rent or diminution of services or similar grievance, and there are no
outstanding orders of the Conciliation and Appeals Board or the New York State
Division of Housing and Community Renewal that have not been complied with by
Seller.




§4.05.  If the
Premises or any part thereof are subject to the New York City Emergency Rent and
Rehabilitation Law, the rents shown are not in excess of the maximum collectible
rents, and, except as otherwise set forth in the Rent Schedule, no tenants are
entitled to abatements as senior citizens, there are no proceedings presently
pending in which a tenant has alleged an overcharge of rent or diminution of
services or similar grievance, and there are no outstanding orders that have not
been complied with by Seller.




7


§4.06.  If an
insurance schedule is attached hereto, such schedule lists all insurance
policies presently affording coverage with respect to the Premises, and the
information contained therein is accurate as of the date set forth therein or,
if no date is set forth therein, as of the date hereof.




§4.07.  If a
payroll schedule is attached hereto, such schedule lists all employees presently
employed at the Premises, and the information contained therein is accurate as
of the date set forth therein or, if no date is set forth therein, as of the
date hereof, and, except as otherwise set forth in such schedule, none of such
employees is covered by a union contract and there are no retroactive increases
or other accrued and unpaid sums owed to any employee.




§4.08.  If a
schedule of service, maintenance, supply and management contracts (“Service
Contracts”) is attached hereto, such schedule lists all such contracts affecting
the Premises, and the information set forth therein is accurate as of the date
set forth therein or, if no date is set forth therein, as of the date
hereof.




§4.09.  Seller
shall deliver a Certificate of Occupancy for the Premises on or before the
Closing.




§4.10.  The
assessed valuation and real estate taxes set forth in Schedule D, if any, are
the assessed valuation of the Premises and the taxes paid or payable with
respect thereto for the fiscal year indicated in such
schedule.  Except as otherwise set forth in Schedule D, there are no
tax abatements or exemptions affecting the Premises.




§4.11.  Except as
otherwise set forth in a schedule attached hereto, if any, if the Premises are
used for residential purposes, each apartment contains a range and a
refrigerator, and all of the ranges and refrigerators and all of the items of
personal property (or replacements thereof) listed in such schedule, if any, are
and on the Closing Date will be owned by Seller free of liens and encumbrances
other than the lien(s) of the Existing Mortgage(s), if any.




§4.12.  Seller
has no actual knowledge that any incinerator, boiler or other burning equipment
on the Premises is being operated in violation of applicable law.  If
copies of a certificate or certificates of operation therefor have been
exhibited to and initialed by Purchaser or its representative, such copies are
true copies of the originals.




§4.13.  Except as
otherwise set forth in Schedule D, Seller has no actual knowledge of any
assessment payable in annual installments, or any part thereof, which has become
a lien on the Premises.




§4.14.  Seller is
not a “foreign person” as defined in the Code Withholding Section.




§4.15.  Seller is
a Corporation that has been duly organized and is validly and presently existing
in good standing under the laws of the state of its formation.




8


§4.16.  Seller
has taken all necessary action to authorize the execution, delivery and
performance of this contract and has the power and authority to execute, deliver
and perform this contract and consummate the transaction contemplated
hereby.  Assuming due authorization, execution and delivery by each
other party hereto, this contract and all obligations of Seller hereunder are
the legal, valid and binding obligations of Seller, enforceable in accordance
with the terms of this contract, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).




§4.17.  The
execution and delivery of this contract and the performance of its obligations
hereunder by Seller will not conflict with any provision of any law or
regulation to which Seller is subject or any agreement or instrument to which
Seller is a party or by which it is bound or any order or decree applicable to
Seller or result in the creation or imposition of any lien on any of Seller’s
assets or property which would materially and adversely affect the ability of
Seller to carry out the terms of this contract.  Seller has obtained
any consent, approval, authorization or order of any court or governmental
agency or body required for the execution, delivery or performance by Seller of
this contract.




§4.18.  There are
no pending proceedings or appeals to correct or reduce the assessed valuation of
the Premises.




For
purposes of this Section, the phrase “to Seller’s knowledge” shall mean the
actual knowledge of ________________________ without any special
investigation.  The representations and warranties made by Seller in
this contract shall be deemed restated and shall be true and accurate on the
Closing Date.




Section
      5.
            Acknowledgments,
      Representations and Warranties of Purchaser


Purchaser
acknowledges that:


§5.01.  Purchaser
has inspected the Premises, is fully familiar with the physical condition and
state of repair thereof, and, subject to the provisions of §7.01, §8.01, and
§9.04, shall accept the Premises “as is” and in their present condition, subject
to reasonable use, wear, tear and natural deterioration between now and the
Closing Date, without any reduction in the Purchase Price for any change in such
condition by reason thereof subsequent to the date of this
contract.




§5.02.  Before
entering into this contract, Purchaser has made such examination of the
Premises, the operation, income and expenses thereof and all other matters
affecting or relating to this transaction as Purchaser deemed
necessary.  In entering into this contract, Purchaser has not been
induced by and has not relied upon any representations, warranties or
statements, whether express or implied, made by Seller or any agent, employee or
other representative of Seller or by any broker or any other person representing
or purporting to represent Seller, which are not expressly set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally.




9


Purchaser
represents and warrants to Seller that:


§5.03.  The funds
comprising the Purchase Price to be delivered to Seller in accordance with this
contract are not derived from any illegal activity.




§5.04.  Purchaser
has taken all necessary action to authorize the execution, delivery and
performance of this contract and has the power and authority to execute, deliver
and perform this contract and the transaction contemplated
hereby.  Assuming due authorization, execution and delivery by each
other party hereto, this contract and all obligations of Purchaser hereunder are
the legal, valid and binding obligations of Purchaser, enforceable in accordance
with the terms of this contract, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).




§5.05.  The
execution and delivery of this contract and the performance of its obligations
hereunder by Purchaser will not conflict with any provision of any law or
regulation to which Purchaser is subject or any agreement or instrument to which
Purchaser is a party or by which it is bound or any order or decree applicable
to Purchaser or result in the creation or imposition of any lien on any of
Purchaser’s assets or property which would materially and adversely affect the
ability of Purchaser to carry out the terms of this
contract.  Purchaser has obtained any consent, approval, authorization
or order of any court or governmental agency or body required for the execution,
delivery or performance by Purchaser of this contract.




Section
      6.
            Seller’s
      Obligations as to Leases


§6.01.  Unless
otherwise provided in a schedule attached to this contract, between the date of
this contract and the Closing, Seller shall not, without Purchase’s prior
written consent, which consent shall not be unreasonably
withheld:  (a) amend, renew or extend any Lease in any respect,
unless required by law; (b) grant a written lease to any tenant occupying
space pursuant to a Tenancy; or (c) terminate any lease or Tenancy except
by reason of a default by the tenant thereunder.




§6.02.  Unless
otherwise provided in a schedule attached to this contract, between the date of
this contract and the Closing, Seller shall not permit occupancy of, or enter
into any new lease for, space in the Building which is presently vacant or which
may hereafter become vacant without first giving Purchaser written notice of the
identity of the proposed tenant, together with (a) either a copy of the
proposed lease or a summary of the terms thereof in reasonable detail and
(b) a statement of the amount of the brokerage commission, if any, payable
in connection therewith and the terms of payment thereof.  If
Purchaser objects to such proposed lease, Purchaser shall so notify Seller
within 4 business days after receipt of Seller’s notice if such notice was
personally delivered to Purchaser, or within 7 business days after the mailing
of such notice by Seller to Purchaser, in which case Seller shall not enter into
the proposed lease.  Unless otherwise provided in a schedule attached
to this contract, Purchaser shall pay to Seller at the Closing, in the manner
specified in §2.02, the rent and additional rent that would have been payable
under the proposed lease from the date on which the tenant’s obligation to pay
rent would have commenced if Purchaser had not so objected until the Closing
Date, less the amount of the brokerage commission specified in Seller’s notice
and the reasonable cost of decoration or other work required to be performed by
the landlord under the terms of the proposed lease to suit the premises to the
tenant’s occupancy (“Reletting Expenses”), prorated in each case over the term
of the proposed lease and apportioned as of the Closing Date.  If
Purchaser does not so notify Seller of its objection, Seller shall have the
right to enter into the proposed lease with the tenant identified in Seller’s
notice and Purchaser shall pay to Seller, in the manner specified in §2.02, the
Reletting Expenses, prorated in each case over the term of the lease and
apportioned as of the later of the Closing Date or the rent commencement
date.  Such payment shall be made by Purchaser to Seller at the
Closing.  In no event shall the amount so payable to Seller exceed the
sums actually paid by Seller on account thereof.




10


§6.03.  If any
space is vacant on the Closing Date, Purchaser shall accept the Premises subject
to such vacancy, provided that the vacancy was not permitted or created by
Seller in violation of any restrictions contained in this
contract.  Seller shall not grant any concessions or rent abatements
for any period following the Closing without Purchaser’s prior written
consent.  Seller shall not apply all or any part of the security
deposit of any tenant unless such tenant has vacated the Premises.




§6.04.  Seller
does not warrant that any particular Lease or Tenancy will be in force or effect
at the Closing or that the tenants will have performed their obligations
thereunder.  The termination of any Lease or Tenancy prior to the
Closing by reason of the tenant’s default shall not affect the obligations of
Purchaser under this contract in any manner or entitle Purchaser to an abatement
of or credit against the Purchase Price or give rise to any other claim on the
part of Purchaser.




§6.05.  Seller
hereby indemnifies and agrees to defend Purchaser against any claims made
pursuant to §7-107 or §7-108 of the General Obligations Law (the “GOL”) by
tenants who resided in the Premises on or prior to the Closing Date other than
(a) claims with respect to tenants’ security deposit paid, credited or
assigned to Purchaser pursuant to §10.03, (b) claims made pursuant to
§7-107 of the GOL with respect to funds for which Seller was not liable, and
(c) claims made pursuant to §7-108 of the GOL by tenants to whom Purchaser
failed to give the written notice specified in §7108(c) of the GOL within thirty
days after the Closing Date.  The foregoing indemnity and agreement
shall survive the Closing and shall be in lieu of any escrow permitted by
§7-108(d) of the GOL, and Purchaser hereby waives any right it may have to
require any such escrow.




Section
      7.
            Responsibility
      for Violations


§7.01.  Except as
provided in §7.02 and §7.03, all notes or notices of violations of law or
governmental ordinances, orders or requirements which were noted or issued prior
to the date of this contract by any governmental department, agency or bureau
having jurisdiction as to conditions affecting the Premises and all liens which
have attached to the Premises prior to the Closing pursuant to the
Administrative Code of the City of New York, if applicable, shall be removed or
complied with by Seller.*  If such removal or compliance has not been
completed prior to the Closing, Seller shall pay to Purchaser at the Closing the
reasonably estimated unpaid cost to effect or complete such removal or
compliance, and Purchaser shall be required to accept title to the Premises
subject thereto, except that Purchaser shall not be required to accept such
title and may terminate this contract as provided in §13.02 if
(a) Purchaser’s Institutional Lender reasonably refuses to provide
financing by reason thereof or (b) the Building is a multiple dwelling and
either (i) such violation is rent impairing and causes rent to be
unrecoverable under Section 302-a of the Multiple Dwelling Law or (ii) a
proceeding has been validly commenced by tenants and is pending with respect to
such violation for a judgment directing deposit and use of rents under Article
7-A of the Real Property Actions and Proceedings Law.  All such notes
or notices of violations noted or issued on or after the date of this contract
shall be the sole responsibility Purchaser.  *and seller shall pay all
fines and penalties associated therewith.




11


§7.02.  If the
reasonably estimated aggregate cost to remove or comply with any violations or
liens which Seller is required to remove or comply with pursuant to the
provisions of §7.01 shall exceed the Maximum Amount specified in Schedule D (or
if none is so specified, the Maximum Amount shall be one-half of one percent of
the Purchase Price), Seller shall have the right to cancel this contract, in
which event the sole liability of Seller shall be as set forth in §13.02, unless
Purchaser elects to accept title to the Premises subject to all such violations
or liens, in which event Purchaser shall be entitled to a credit of an amount
equal to the Maximum Amount against the monies payable at the
Closing.




§7.03.  [Omitted]




§7.04.  If
required, Seller, upon written request by Purchaser, shall promptly furnish to
Purchaser written authorizations to make any necessary searches for the purposes
of determining whether notes or notices of violations have been noted or issued
with respect to the Premises or liens have attached thereto.




Section
      8.
            Destruction,
      Damage or Condemnation


The
provisions of Section 5-1311 of the General Obligations Law shall apply to the
sale and purchase provided for in this contract.




Section
      9.
            Covenants
      of Seller


Seller
covenants that between the date of this Closing:





§9.01.  [Omitted]




§9.02.  Seller
shall not modify or amend any Service Contract or enter into any new service
contract unless the same is terminable without penalty by the then owner of the
Premises upon not more than 30 days’ notice.




§9.03.  If an
insurance schedule is attached hereto, Seller shall maintain in full force and
effect until the Closing the insurance policies described in such schedule or
renewals thereof for no more than one year of those expiring before the
Closing.




§9.04.  No
fixtures, equipment or personal property included in this sale shall be removed
from the Premises unless the same are replaced with similar items of at least
equal quality prior to the Closing.




§9.05.  Seller
shall not withdraw, settle or otherwise compromise any protest or reduction
proceeding affecting real estate taxes assessed against the Premises for any
fiscal period in which the Closing is to occur or any subsequent fiscal period
without the prior written consent of Purchaser, which consent shall not be
unreasonably withheld.  Real estate tax refunds and credits received
after the Closing Date occurs shall be apportioned between Seller and Purchaser,
after deducting the expenses of collection thereof, which obligation shall
survive the Closing.




12


Section
      10.
            Seller’s
      Closing Obligations


At the
Closing, Seller shall deliver the following to Purchaser:


§10.01.  A
statutory form of bargain and sale deed with covenants against grantor’s acts,
containing the covenant required by Section 13 of the Lien Law, and properly
executed in proper form for recording so as to convey the title required by this
contract.




§10.02.  [Omitted]




§10.03.  [Omitted]




§10.04.  [Omitted]




§10.05.  All
Service Contracts initialed by Purchaser and all others in Seller’s possession
which are in effect on the Closing Date and which are assignable by
Seller.




§10.06.  An
assignment to Purchaser, without recourse or warranty, of all of the interest of
Seller in those Service Contracts, insurance policies, certificates, permits and
other documents to be delivered to Purchaser at the Closing which are then in
effect and are assignable by Seller.




§10.07.  (a) Written
consent(s) of the Mortgagee(s), if required under §2.03(b), and
(b) certificate(s) executed by the Mortgagee(s) in proper form for
recording and certifying (i) the amount of the unpaid principal balance
thereof, (ii) the maturity date thereof, (iii) the interest rate,
(iv) the last date to which interest has been paid thereon and (v) the
amount of any escrow deposits held by the Mortgagee(s).  Seller shall
pay the fees for recording such certificate(s).  Any Mortgagee which
is an Institutional Lender may furnish a letter complying with Section 274-a of
the Real Property Law in lieu of such certificate.




§10.08.  An
assignment of all Seller’s right, title and interest in escrow deposits for real
estate taxes, insurance premiums and other amounts, if any, then held by the
Mortgagee(s).




§10.09.  All
original insurance policies with respect to which premiums are to be apportioned
or, if unobtainable, true copies or certificates thereof.




§10.10.  To the
extent they are then in Seller’s possession and not posted at the Premises,
certificates, licenses, permits, authorizations and approvals issued for or with
respect to the Premises by governmental and quasi-governmental authorities
having jurisdiction.




§10.11.  Such
affidavits as Purchaser’s title company shall reasonably require in order to
omit from its title insurance policy all exceptions for judgments, bankruptcies
or other returns against persons or entities whose names are the same as or
similar to Seller’s name.




13


§10.12.  (a) Checks
to the order of the appropriate officers in payment of all applicable real
property transfer taxes and copies of any required tax returns therefor executed
by Seller, which checks shall be certified or official bank checks if required
by the taxing authority, unless Seller elects to have Purchaser pay any of such
taxes and credit Purchaser with the amount thereof, and (b) a certification
of non-foreign status, in form required by the Code Withholding Section, signed
under penalty of perjury.  Seller understands that such certification
will be retained by Purchaser and will be made available to the Internal Revenue
Service on request.




§10.13.  To the
extent they are then in Seller’s possession, copies of current painting and
payroll records.  Seller shall make all other Building and tenant
files and records available to Purchaser for copying, which obligation shall
survive the Closing.




§10.14.  An
original letter, executed by Seller or by its agent, advising the tenants of the
sale of the Premises to Purchaser and directing that rents and other payments
thereafter be sent to Purchaser or as Purchaser may direct.




§10.15.  Notice(s)
to the Mortgagee(s), executed by Seller or by its agent, advising of the sale of
the Premises to Purchaser and directing that future bills and other
correspondence should thereafter be sent to Purchaser or as Purchaser may
direct.




§10.16.  If Seller
is a corporation and if required by Section 909 of the Business Corporation Law,
a resolution of Seller’s board of directors authorizing the sale and delivery of
the deed and a certificate executed by the secretary or assistant secretary of
Seller certifying as to the adoption of such resolution and setting forth facts
showing that the transfer complies with the requirements of such
law.  The deed referred to in §10.01 shall also contain a recital
sufficient to establish compliance with such law.




§10.17.  Possession
of the Premises in the condition required by this contract, subject to the
Leases and Tenancies, and keys therefor.




§10.18.  A blanket
assignment, without recourse or representation, of all Seller’s right, title and
interest, if any, to all contractors’, suppliers’, materialmen’s and builders’
guarantees and warranties of workmanship and/or materials in force and effect
with respect to the Premises on the Closing Date and a true and complete copy of
each thereof.




§10.19.  Notwithstanding
anything to the contrary contained herein, seller shall be responsible for the
payment of all transfer taxes associated with this transaction including but not
limited to NYC and NYS transfer taxes.




§10.20.  A
certificate of Seller confirming that the warranties and representations of
Seller set forth in this contract are true and complete on and as of the Closing
Date (the statements made in such certificate shall be subject to the same
limitations on survival as are applicable to Seller’s representations and
warranties under §4).




§10.21.  Any other
documents required by this contract to be delivered by Seller.




14


Section
      11.
            Purchaser’s
      Closing Obligations


At the
Closing, Purchaser shall:


§11.01.  Deliver
to Seller checks or wire transfer of immediately available federal funds to
Seller, in payment of the portion of the Purchase Price payable at the Closing,
as adjusted for apportionments under Section 12, plus the amount of escrow
deposits, if any, assigned pursuant to § 10.08.




§11.02.  Deliver
to Seller the Purchase Money Mortgage, if any, in proper form for recording, the
note secured thereby, financing statements covering personal property, fixtures
and equipment included in this sale and replacements thereof, all properly
executed, and Purchaser shall pay the mortgage recording tax and recording fees
for any Purchase Money Mortgage.




§11.03.  [Omitted]




§11.04.  Cause the
deed to be recorded, duly complete all required real property transfer tax
returns and cause all such returns and checks in payment of such taxes to be
delivered to the appropriate officers promptly after the Closing.




§11.05.  [Omitted]




§11.06.  Deliver
to Seller a certificate confirming that the warranties and representations of
Purchaser set forth in this contract are true and complete as of the Closing
Date.




§11.07.  Deliver
any other documents reasonably required by this contract to be delivered by
Purchaser.




Section
      12.
            Apportionments


§12.01.  The
following apportionments shall be made between the parties at the Closing as of
the close of business on the day prior to the Closing Date:
















15






































§12.02.  [Omitted]




§12.03.  [Omitted]




Section
      13.
            Objections
      to Title, Failure of Seller or Purchaser to Perform and Vendee’s
      Lien


§13.01.  Purchaser
shall promptly order an examination of title and shall cause a copy of the title
report to be forwarded to Seller’s attorney upon receipt.  Seller
shall be entitled to a reasonable adjournment or adjournments of the Closing for
up to 60 days or until the expiration date of any written commitment of
Purchaser’s Institutional Lender delivered to Purchaser prior to the scheduled
date of Closing, whichever occurs first, to remove any defects in or objections
to title noted in such title report and any other defects or objections which
may be disclosed on or prior to the Closing Date.  Notwithstanding
anything to the contrary contained herein, a copy of the title report or any
updates thereto shall be deemed sufficient notice of any and all title
objections.




16


§13.02.  If Seller
shall be unable to convey title to the Premises at the Closing in accordance
with the provisions of this contract or if Purchaser shall have any other
grounds under this contract for refusing to consummate the purchase provided for
herein, Purchaser, nevertheless, may elect to accept such title as Seller may be
able to convey with a credit against the monies payable at the Closing equal to
the reasonably estimated cost to cure the same (up to the Maximum Expense
described below), but without any other credit or liability on the part of
Seller.  If Purchaser shall not so elect, Purchaser may terminate this
contract and the sole liability of Seller shall be to refund the Downpayment to
Purchaser and to reimburse Purchaser for the net cost of title examination, but
not to exceed the net amount charged by Purchaser’s title company therefor
without issuance of a policy, and the net cost of updating the existing survey
of the Premises or the net cost of a new survey of the Premises if there was no
existing survey or the existing survey was not capable of being updated and a
new survey was required by Purchaser’s Institutional Lender.  Upon
such refund and reimbursement, this contract shall be null and void and the
parties hereto shall be relieved of all further obligations and liability other
than any arising under Section 14.  Seller shall not be required to
bring any action or proceeding or to incur any expense in excess of the Maximum
Expense specified in Schedule D (or if none is so specified, the Maximum Expense
shall be one-half of one percent of the Purchase Price) to cure any title defect
or to enable Seller otherwise to comply with the provisions of this contract,
but the foregoing shall not permit Seller to refuse to pay off at the Closing,
to the extent of the monies payable at the Closing, mortgages or other liens on
the Premises which can be satisfied or discharged by payment of a sum certain,
other than Existing Mortgages, of which Seller has actual
knowledge.




§13.03.  Any
unpaid taxes, assessments, water charges and sewer rents, together with the
interest and penalties thereon to a date not less than two days following the
Closing Date, and any other liens and encumbrances which Seller is obligated to
pay and discharge or which are against corporations, estates or other persons in
the chain of title, together with the cost of recording or filing any
instruments necessary to discharge such liens and encumbrances of record, may be
paid out of the proceeds of the monies payable at the Closing if Seller delivers
to Purchaser on the Closing Date official bills for such taxes, assessments,
water charges, sewer rents, interest and penalties and instruments in recordable
form sufficient to discharge any other liens and encumbrances of
record.  Upon request made a reasonable time before the Closing,
Purchaser shall provide at the Closing separate checks for the foregoing payable
to the order of the holder of any such lien, charge or encumbrance and otherwise
complying with §2.02.  If Purchaser’s title insurance company is
willing to insure both Purchaser and Purchaser’s Institutional Lender, if any,
that such charges, liens and encumbrances will not be collected out of or
enforced against the Premises, then, unless Purchaser’s Institutional Lender
reasonably refuses to accept such insurance in lieu of actual payment and
discharge, Seller shall have the right, in lieu of payment and discharge to
deposit with the title insurance company such funds or assurances or to pay such
special or additional premiums as the title insurance company may require in
order to so insure.  In such case the charges, liens and encumbrances
with respect to which the title insurance company has agreed so to insure shall
not be considered objections to title.




17


§13.04.  If
Purchaser shall default in the performance of its obligation under this contract
to purchase the Premises, the sole remedy of Seller shall be to retain the
Downpayment as liquidated damages for all loss, damage and expense suffered by
Seller, including without limitation the loss of its bargain.




§13.05.  Purchaser
shall have a vendee’s lien against the Premises for the amount of the
Downpayment, but such lien shall not continue after default by Purchaser under
this contract.




Section
      14.
            Broker


§14.01.  If a
broker is specified in Schedule D, Seller and Purchaser mutually represent and
warrant that such broker is the only broker with whom they have dealt in
connection with this contract and that neither Seller nor Purchaser knows of any
other broker who has claimed or may have the right to claim a commission in
connection with this transaction, unless otherwise indicated in Schedule
D.  The commission of such broker shall be paid pursuant to separate
agreement by the party specified in Schedule D.  If no broker is
specified in Schedule D, the parties acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser knows of any broker entitled to a commission in connection with
this transaction.  Unless otherwise provided in Schedule D, Seller and
Purchaser shall indemnify and defend each other against any costs, claims or
expenses, including attorneys’ fees, arising out of the breach on their
respective parts of any representations, warranties or agreements contained in
this paragraph.  The representations and obligations under this
paragraph shall survive the Closing or, if the Closing does not occur, the
termination of this contract.




Section
      15.
            Notices


§15.01.  All
notices under this contract shall be in writing and shall be delivered
personally or shall be sent by prepaid registered or certified mail, or by
prepaid overnight courier with receipt acknowledged, addressed as set forth in
Schedule D, or as Seller or Purchaser shall otherwise have given notice as
herein provided.




Section
      16.
            Limitations
      on Survival of Representations, Warranties, Covenants and other
      Obligations


§16.01.  Except as
otherwise provided in this contract, no representations, warranties, covenants
or other obligations of Seller set forth in this contract shall survive the
Closing, and no action based thereon shall be commenced after the
Closing.  The representations, warranties, covenants and other
obligations of Seller set forth in §4.03, §601 and §6.02 shall survive until the
Limitation Date specified in Schedule D (or if none is so specified, the
Limitation Date shall be the date which is six months after the Closing Date),
and no action based thereon shall be commenced after the Limitation
Date.




§16.02.  The
delivery of the deed by Seller, and the acceptance thereof by Purchaser, shall
be deemed the full performance and discharge of every obligation on the part of
Seller to be performed hereunder, except those obligations of Seller which are
expressly stated in this contract to survive the Closing.




18


Section
      17.
            Due
      Diligence Period - SEE ADDITIONAL RIDER


§17.01.  [Omitted]




§17.02.  [Omitted]




§17.03.  During
the Due Diligence Period, Seller agrees to cooperate in all reasonable respects
with Purchaser and agrees to make available to Purchaser and its agents all of
the books, files and records relating to the Premises which are in the
possession or under the control of Seller.




§17.04.  Purchaser
hereby indemnifies and agrees to defend and hold Seller harmless from all loss,
cost (including, without limitation, reasonable attorneys’ fees), claim or
damage caused by the inspection of the Premises by Purchaser, its agents,
consultants or representatives.




§17.05.  [Omitted]




Section
      18.
            Miscellaneous
      Provisions


§18.01.  If
consent of the Existing Mortgagee(s) is required under §2.03(b), Purchaser shall
not assign this contract or its rights hereunder without the prior written
consent of Seller.  No permitted assignment of Purchaser’s rights
under this contract shall be effective against Seller unless and until an
executed counterpart of the instrument of assignment shall have been delivered
to Seller and Seller shall have been furnished with the name and address of the
assignee.  The term “Purchaser” shall be deemed to include the
assignee under any such effective assignment.




§18.02.  This
contract embodies and constitutes the entire understanding between the parties
with respect to the transaction contemplated herein, and all prior agreements,
understandings, representations and statements, oral or written, are merged into
this contract.  Neither this contract nor any provision hereof may be
waived, modified, amended, discharged or terminated except by an instrument
signed by the party against whom the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument.




§18.03.  This
contract shall be governed by, and construed in accordance with, the law of the
State of New York.




§18.04.  The
captions in this contract are inserted for convenience of reference only and in
no way define, describe or limit the scope or intent of this contract or any of
the provisions hereof.




§18.05.  This
contract shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs or successors and permitted
assigns.




§18.06.  This
contract shall not be binding or effective until properly executed and delivered
by Seller and Purchaser.




§18.07.  As used
in this contract, the masculine shall include the feminine and neuter, the
singular shall include the plural and the plural shall include the singular, as
the context may require.




§18.08.  If the
provisions of any schedule or rider to this contract are inconsistent with the
provisions of this contract, the provisions of such schedule or rider shall
prevail.  Set forth in Schedule D is a list of any and all schedules
and riders which are attached hereto but which are not listed in the Table of
Contents.




19




In Witness Whereof, the
parties hereto have executed this contract as of the date first above
written.









Seller:
            COFFEE HOLDING CO.,
      INC./s/ Andrew
      GordonBy:
            Andrew
      Gordon









Purchaser:
              4401 1st AVE
    LLCBy:
              /s/ Anthony
      GallinaBy:
              /s/ Y.
      Baron


Receipt
by Escrowee





The
undersigned Escrowee hereby acknowledges receipt of $150,000.00, by check
subject to collection, to be held in escrow pursuant to §2.05.


20




Schedule
A


DESCRIPTION
OF PREMISES




(to be
attached separately and to include tax map designation)






Schedule
B


PERMITTED
EXCEPTIONS




1.     Zoning
regulations and ordinances which are not violated by the existing structures or
present use thereof and which do not render title uninsurable.





2.     Consents
of record by the Seller or any former owner of the Premises for the erection of
any structure or structures on, under or above any street or streets on which
the Premises may abut.





3.     [Omitted]





4.     [Omitted]





5.     Unpaid
installments of assessments not due and payable on or before the Closing
Date.





6.     Financing
statements, chattel mortgages and liens on personalty filed more than 5 years
prior to the Closing Date and not renewed, or filed against property or
equipment no longer located on the Premises or owned by Tenants.





7.   
(a) Rights of utility companies to lay, maintain, install and repair pipes,
lines, poles, conduits, cable boxes and related equipment on, over and under the
Premises, provided that none of such rights imposes any monetary obligation on
the owner of the Premises.*





(b) Minor
encroachments of stoops, areas, cellar steps, trim cornices, lintels, window
sills, awnings, canopies, ledges, fences, hedges, coping and retaining walls
projecting from the Premises over any street or highway or over any adjoining
property and encroachments of similar elements projecting from adjoining
property over the Premises.





(c) Revocability
or lack of right to maintain vaults, coal chutes, excavations or sub-surface
equipment beyond the line of the Premises.





(d) Any
state of facts that an accurate survey would disclose, provided that such facts
do not render title unmarketable.




*and
provided the same does not render title unmarketable.




21


Schedule
C


PURCHASE
PRICE




The
Purchase Price shall be paid as follows:




(a) By
      check subject to collection, the receipt of which is hereby acknowledged
      by Seller:
            
            $
            150,000.00(b) By
      check or checks delivered to Seller at the Closing in accordance with the
      provisions of §2.02:
            
            $
            -(c) By
      acceptance of title subject to the following Existing
      Mortgage(s):
            
            $
            2,850,000.00(d) By
      execution and delivery to Seller by Purchaser or its assignee of a note
      secured by a Purchase Money Mortgage on the Premises, payable as
      follows:
            
            $
            -0-Purchase
      Price
            
            $
            3,000,000.00




22


Schedule
D


MISCELLANEOUS
































































































If to
      Seller:
                COFFEE
      HOLDING CO., INC.
                with a
      copy to Seller’s attorney:
                GERARD
      DE CAPUA, ESQ.
                430
      Sunrise Highway
                Rockville Centre, NY
      11570
                
                If to
      Purchaser:
                4401
      1st AVE LLC.
                with a
      copy to Purchaser’s attorney:
                ANTHONY
      CLEMENZA, ESQ.
                CARONE
      & ASSOCIATES, PLLC
                2132
      Flatbush Ave.
                Brooklyn, NY 11234















23






Schedule
E


RENT
SCHEDULE




(to be
attached separately)




NONE






24





Schedule
F


FORM
OF ESTOPPEL LETTER




(to be
attached separately)




NONE






25


SCHEDULE
A




ALL that
certain plot, piece or parcel of land, with the buildings and improvements
thereon erected, situate, lying and being in the Borough of Brooklyn, County of
Kings, City and State of New York, bounded and described as
follows:




BEGINNING
at the corner formed by the intersection of the southeasterly side of 1st
Avenue and the southwesterly side of 44th Street;




RUNNING
THENCE Southeasterly along the southwesterly side of 44th
Street, 150 feet;




THENCE
Southwesterly and parallel with the southeasterly side of First Avenue, 100
feet;




THENCE
Northwesterly and parallel with the southwesterly side of 44th Street, 150 feet
to the southeasterly side of First Avenue; and




THENCE
Northeasterly along the southeasterly side of First Avenue, 100 feet to the
corner at the point or place of beginning.  26


RIDER TO CONTRACT OF SALE




COFFEE
HOLDING CO., INC., Seller


TO


ANTHONY
GALLINA, Purchaser




Mortgage
Commitment Contingency.





(a)           The
obligation of Purchaser to purchase under this contract is conditioned upon
issuance, on or before ninety (90) days after Contract is fully executed, copy
of this contract is given to Purchaser or Purchaser’s attorney, of a written
commitment from an Institutional Lender pursuant to which such Institutional
Lender agrees to make a first mortgage loan, other than a VA, FHA or other
governmentally insured loan, to Purchaser, at Purchaser’s sole cost and expense,
of $2,400,000.00 or a term of at least 15 years (or such lesser sum or shorter
term as Purchaser shall be willing to accept) at the prevailing fixed rate of
interest and on other customary commitment terms (the
“Commitment”).  To the extent a Commitment is conditioned on no
material adverse change in Purchaser’s financial condition or any other
customary conditions, Purchaser accepts the risk that such conditions may not be
met; however, a commitment conditioned on the Institutional Lender’s approval of
an appraisal shall not be deemed a “Commitment” hereunder until an appraisal is
approved (and if that does not occur before the Commitment Date, Purchaser may
cancel this contract.)





(b)           Purchaser
shall (i) make prompt application to one or, at Purchaser’s election, more than
one Institutional Lender for such mortgage loan, (ii) furnish accurate and
complete information regarding Purchaser and members of Purchaser’s family, as
required, (iii) pay all reasonable fees, points and charges required in
connection with such application and loan, (iv) pursue such application
with diligence, and (v) cooperate in good faith with such Institutional
Lender(s) to obtain a Commitment.  Purchaser shall accept a Commitment
and shall comply with all requirements of such Commitment (or any other
commitment accepted by Purchaser).  Purchaser shall furnish Seller
with a copy of the Commitment promptly after receipt thereof.




(c)           (Delete this subparagraph if
inapplicable)  Prompt submission by Purchaser of an application
to a mortgage broker registered pursuant to Article 12-D of the New York Banking
Law (“Mortgage Broker”) shall constitute full compliance with the terms and
conditions set forth herein, provided that such Mortgage Broker promptly submits
such application to such Institutional Lender(s).  Purchaser shall
cooperate in good faith with such Mortgage Broker to obtain a Commitment from
such Institutional Lender(s).




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(d)           If
all Institutional Lenders to whom applications were made deny such applications
in writing prior to the Commitment Date, Purchaser may cancel this contract by
giving Notice thereof to Seller, with a copy of such denials, if available,
provided that Purchaser has complied with all its obligations under this
paragraph 8.




(e)           If
no Commitment is issued by the Institutional Lender on or before the Commitment
Date, then, unless Purchaser has accepted a written commitment from an
Institutional Lender that does not conform to the terms set forth herein,
Purchaser may cancel this contract by giving Notice to Seller provided that such
Notice includes the name and address of the Institutional Lender(s) to whom
application was made and that Purchaser has complied with all its obligations
under this contract.




(f)           If
this contract is canceled by Purchaser pursuant to this paragraph, neither party
shall thereafter have any further rights against, or obligations or liabilities
to, the other by reason of this contract, except that the Downpayment shall be
promptly refunded to Purchaser.




(g)           If
Purchaser fails to give timely Notice of cancellation or if Purchaser accepts a
written commitment from an Institutional Lender that does not conform to the
terms set forth herein, then Purchaser shall be deemed to have waived
Purchaser’s right to cancel this contract and to receive a refund of the
Downpayment by reason of the contingency contained under this
contract.




(h)           If
Seller has not received a copy of a commitment from an Institutional Lender
accepted by Purchaser by the Commitment Date, Seller may cancel this contract by
giving a written Notice to Purchaser after a ten day period, which cancellation
shall become effective unless Purchaser delivers a copy of such commitment to
Seller within such 10 days.  After such cancellation neither party
shall have any further rights against, or obligations or liabilities to, the
other by reason of this contract, except that the Downpayment shall be promptly
refunded to Purchaser.




(i)           For
purposes of this contract, the term “Institutional Lender” shall mean any bank,
savings bank, private banker, trust company, savings and loan association,
credit union or similar banking institution whether organized under the laws of
this state, the United States or any other state; foreign banking corporation
licensed by the Superintendent of Banks of New York or regulated by the
Comptroller of the Currency to transact business in New York State; insurance
company duly organized or licensed to do business in New York State; mortgage
banker licensed pursuant to Article 12-D of the Banking Law; and any
instrumentality created by the United States or any state with the power to make
mortgage loans.




(j)           For
purposes of this agreement, Purchaser shall be deemed to have been given a fully
executed copy of this contract on the third business day following the date of
ordinary or regular mailing, postage prepaid.




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Due
Diligence:  SEE ADDITIONAL RIDER ATTACHED




Assignment:




The
Purchaser has the right to assign this contract of sale to a corporation or
limited liability company in which the Purchaser is a majority shareholder or
managing member.





**








Coffee
      Holding Co., Inc.
              
              
              4401
      1st AVE LLC/s/
      Andrew Gordon
              
              
              /s/
      Anthony GallinaBy:
      Andrew Gordon, Seller/s/
      Y. Baron




**Leasehold
Agreement





At
closing purchaser shall execute any and all documents, to effectuate the
termination of sellers lease with the purchaser for adjacent property located at
_______________, Brooklyn, New York.  Purchaser/Landlord shall refund
security the Seller/Tenant


29


ADDITIONAL
RIDER TO CONTRACT OF SALE


Between
Coffee Holding Co., Inc., as Seller, and


4401
1st AVE
LLC, as Purchaser


Dated
April ___, 2009




1.          In
the event of any inconsistency between the provisions of this Additional Rider
and those contained in the printed portion of this Contract or the Rider to
which this Additional Rider is annexed, the provisions of this Additional Rider
shall govern and be binding.  The printed form of the Contract, the
rider to contract and this Additional Rider are referred to collectively as the
“Contract”.




2.          Title.  Seller
shall give, and Purchaser shall accept, fee simple title to the Premises subject
only to the matters referred to in the Contract.  Notwithstanding
anything to the contrary contained herein, Seller shall have the following
obligations with respect to satisfying or clearing title:





(a)           with
respect to any lien, mortgage, encumbrance or outstanding interest or question
of title which is created by Seller’s execution of a document, Seller shall be
obligated to cure and satisfy the same at Closing and expend all amounts
necessary to cure and satisfy the same;





(b)           with
respect to any monetary title objections including without limitation any
mechanic liens or judgments, except mortgages as covered in Section (a) above,
Seller shall be obligated to cure and satisfy the same at Closing and expend all
amounts necessary to cure and satisfy the same;





(c)           with
respect to any non-monetary title objections, Seller shall be obligated with
respect to each to expend up to the amount of one hundred thousand and 00/100
dollars ($100,000.00) in order to cure and satisfy the same; and





(d)           If,
pursuant to the terms of this Contract, Seller is unable to transfer title to
the Premises in accordance with the terms of this Contract, then Purchaser, at
Purchaser’s sole election, may (i) elect to accept the Premises subject to
such exceptions with an abatement of the purchase price in the amount of the
lien subject to the limitations set forth in 2(b) and 2(c) set forth above, in
which event Purchaser shall close title hereunder notwithstanding the existence
of such title objections, or (ii) elect to terminate this Contract by
written notice given to Seller, in which event Purchaser shall be entitled to a
return of the Deposit, and Seller shall promptly cause the Escrow Agent to
deliver to Purchaser the Deposit.  Upon such return and delivery of
the Deposit to the Purchaser, this Contract shall terminate and neither party
hereto shall have any further obligations hereunder.  At the closing
Seller shall deliver such affidavits, certificates and other instruments as are
reasonably requested by the title company.




3.          Seller
represents and warrants to Purchaser that:





(a)           Seller
has received no notices of default from any third party who is benefited by any
restriction, condition or agreement contained in any instrument affecting the
Premises and, to the best of Seller’s knowledge, there are no violations of any
such restriction, condition or agreement;





(b)           There
are no charges, complaints, actions, proceedings, investigations or litigation
pending or, to the best of Seller’s knowledge, threatened against or involving
Seller or the Premises that, if adversely determined, would adversely affect the
Premises;




30
 
 
 (c)           There
is no condemnation proceeding pending with regard to all or part of the Premises
and, to the best of Seller’s knowledge, there is no such proceeding threatened
by any governmental authority;





(d)           There
are no ground leases, leases, subleases, license agreements, or any other forms
of occupancy agreements in effect with respect to the Premises;





(e)           INTENTIONALLY
OMITTED;





(f)           INTENTIONALLY
OMITTED;





(g)           To
the best of Seller’s knowledge, there are no hazardous wastes, substances or
environmental contaminants located at the Premises as of the date hereof in
violation of any applicable environmental law, regulation or
order.  There are not now nor, to the best of Seller’s knowledge, have
there ever been any underground storage tanks on the Premises;





(h)           There
are no assessments or impact fees for public improvements made or charged or
proposed against the Premises, including without limitation those for street
widenings, intersection restructurings, construction of traffic signals, sewer,
water, gas and electric lines and mains, streets, roads, sidewalks and
curbs;





(i)           There
are no tax abatements or exemptions of any kind or nature whatsoever affecting
the Premises; and





(j)           Seller
has not received any written notice of any pending or threatened requests for
information or inquiries from any governmental authority or any investigations,
action, suits, claims or proceeding relating to the existence, generation,
release, production, disposal, treatment, emission, migration, transportation or
storage of any hazardous substances in or on the Property.





(k)           To
the best of Seller’s knowledge, there are no proposed or pending zoning changes
at the Premises and the Premises or any portion thereof are not identified as a
historic district or a landmark.




Seller
agrees that the representations and warranties set forth above shall be, as a
condition to Purchaser’s obligation to close, true as of the Closing and Seller
hereby indemnifies Purchaser and holds Purchaser harmless from and against any
liability, cost and expense, including reasonable attorneys’ fees, in the event
of any breach of the representations contained in this Contract.  At
the Closing, Seller shall deliver a certificate of the Seller stating that the
representations made pursuant to the terms hereof are true and correct as of the
Closing Date.




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4.        
Seller covenants to Purchaser from and after the date hereof that:





(a)           Seller
shall promptly give Purchaser copies of any written notices Seller receives in
connection with any of the representations and warranties made by Seller in
Paragraph 3 above;





(b)           The
Premises shall be maintained and operated in a manner consistent with Seller’s
past practices; and





(d)           Seller
shall not knowingly and intentionally place any further liens or encumbrances
upon the Premises.




5.         Due
Diligence.





(a) Notwithstanding anything to the contrary
contained herein, Seller agrees that Purchaser shall have the right to perform
any due diligence Purchaser deems appropriate on the Premises (the “Due
Diligence Period”) during the period commencing as of the date hereof and ending
at 5:00 p.m. Eastern Standard Time thirty (30) days after the date hereof (the
“Due Diligence Expiration Date”) which due diligence shall include, but not be
limited to investigating for the existence of any asbestos or any other
hazardous or toxic material, performing an environmental Phase I assessment of
the Premises, environmental Phase II assessment of the Premises, ground water
analysis, geotechnical site assessment, and any other examination of the
Premises that Purchaser deems appropriate.





(b) If Purchaser,
in its sole discretion, determines that it is not satisfied with the Premises
during the Due Diligence Period, as the same may be extended, at the Premises,
for any reason or for no reason, Purchaser shall have the right to elect to
cancel this Contract by sending written notice to Seller of its intent to cancel
the Contract (the “Cancellation Notice”) which Cancellation Notice shall be
delivered to Seller on or before the Due Diligence Expiration
Date.  In the event that the Purchaser elects to deliver a
Cancellation Notice, Seller shall instruct Escrow Agent to return the Deposit to
Purchaser within five (5) business days after receipt of the Cancellation Notice
and, upon such return of the Deposit to Purchaser, this Contract shall become
void and of no further force or effect, neither party hereto shall have any
further claim against the other by reason of this Contract, and the lien of
Purchaser against the Premises shall wholly cease.




6.         Damages.





(a)           INTENTIONALLY
OMITTED.





(b)           In
the event that Seller defaults under this Contract, Purchaser shall have and
reserves the right to any and all remedies either by law or equity, including
and without limitation specific performance.




7.           Purchaser
and its employees and agents and authorized representatives may enter upon the
Premises after the date hereof upon reasonable request to Seller and, while
thereon, may make surveys, appraisals, take measurements, test conditions, make
structural and engineering studies, and generally inspect the
Premises.




8.           The
parties hereto each agree to act in good faith, to do such other and further
acts and things, and to execute and deliver such instruments and documents (not
creating any obligations additional to those otherwise imposed by this
Contract), and to correct such errors, omissions or mistakes made by either
party at or prior to the Closing and which may be reasonably requested from time
to time, whether at or after the Closing, in furtherance of the purposes of this
Contract, provided such documents are customarily delivered in real estate
transactions in the City of New York or are otherwise required due to
circumstances involved in the transaction contemplated hereunder and do not
impose any material obligations upon any party hereunder except as set forth in
this Contract.




9.           (a)
Prior to the Closing, Seller shall not commence, withdraw, settle or otherwise
compromise any proceedings to review the real estate tax assessment of the
Premises applicable to the fiscal tax year in which the Closing occurs without
the prior written consent of Purchaser, which consent shall not be unreasonably
withheld or delayed.  Upon Closing, Purchaser shall take over the
prosecution and control of any such tax proceedings then pending with respect to
the fiscal tax year in which the Closing occurs, and Seller shall execute and
deliver such instruments (and shall otherwise reasonably cooperate with
Purchaser) in order to effectuate such transfer.  In the event such
proceedings result in a refund of any real estate taxes paid in respect of such
fiscal tax year, such refund, less expenses, including without limitation
reasonable attorneys’ and appraisers’ fees (which fees shall be paid to
Purchaser from the refund proceeds prior to any apportionment), shall be
apportioned between Seller and Purchaser as of the Closing (based on the number
of days each owned the Premises during such period to which the refund is
applicable), and the corresponding amount shall be paid over by the party
receiving the same to the party entitled thereto promptly upon receipt
thereof.




(b)           After
the Closing, Purchaser shall not, without the prior written consent of Seller,
which consent shall not be unreasonably withheld, delayed or conditioned,
withdraw, settle or otherwise compromise any proceedings to review the real
estate tax assessment of the Premises applicable to the fiscal tax year in which
the Closing occurs or which directly affects such tax year or prior tax years if
such withdrawal, settlement or other compromise would result in the fiscal tax
year in which the Closing occurs being treated in a manner that is
disproportionately unfavorable when considered in light of other fiscal periods
covered by such withdrawal, settlement or compromise.  In the event
any such proceedings with respect to the fiscal tax year in which the Closing
occurs results in a refund of any real estate taxes paid in respect of such
fiscal tax year or (in lieu of such a refund) a credit against future real
estate taxes payable by Purchaser, such refund or credit, less expenses,
including without limitation reasonable attorneys’ and appraisers’ fees (which
fees shall be paid to Purchaser from the refund proceeds prior to any
apportionment), shall be apportioned between Seller and Purchaser as of the
Closing (based on the number of days each owned the Premises during such period
to which the refund is applicable) and the corresponding amount shall be paid
over by the party receiving same to the party entitled thereto promptly upon
receipt thereof in the case of a refund or promptly after the determination and
application of the amount of the credit in the case of a credit against future
real estate taxes payable by Purchaser.  Purchaser may control any
such tax review proceedings for the real estate fiscal tax year in which the
Closing occurs.




(c)           The
provisions of this Article shall survive the Closing.




10.           Notwithstanding
anything to the contrary contained herein, on or before the Closing, Seller
shall remove the following items from the Premises:  (a) any and
all loading docks; (b) debris; (c) materials stored at the Premises,
including but not limited to the pipes stacked on the floor; and (d) any
and all machinery and equipment stored at the Premises.  Furthermore,
the Premises shall be delivered vacant and broom clean.




11.           Notwithstanding
anything to the contrary contained herein, Seller shall be responsible to obtain
an actual water meter reading dated no more than thirty (30) prior to the
Closing Date.




12.           Miscellaneous.





(a)           This
Contract may be signed in counterparts and when each executed counterpart is
taken together, the same shall be deemed one complete original
Contract.





(b)           If
any dates contained herein expire or terminate on a non-business day (i.e.
weekends or federal holidays) those such dates shall be deemed to be the
following business day.




[THIS
PAGE INTENTIONALLY ENDS HERE.]


32


In
witness whereof, the parties hereto have duly executed this Contract on the day
and year first above written.






COFFEE
      HOLDINGS CO., INC.SELLER:
              By:
              /s/ Andrew
      GordonName:Title:






4401
      1st AVE LLCPURCHASER:
              By:
              /s/ Anthony
      GallinaNameTitle


By:
              /s/ Y.
      BaronNameTitle




33