Exhibit 10.8

                                    Exhibit B

                                    TERM NOTE

$ _____________                                            As of October 1, 2002

      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 [ ($ )] in
sixty (60) equal and consecutive monthly installments,  payable on the first day
of each month,  commencing November 1, 2002,  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 dale
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) $[ ] 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.


                                      B-1
<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: _____________________________
                                           Name:
                                           Title: