Exhibit 10.9

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HSBC Business Credit (USA) Inc.                                  LEASE AGREEMENT
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      The  undersigned  lessor  (herein,  "Lessor")  does  hereby  lease  to the
undersigned  lessee  Coffee  Holding  Co.,  Inc. a Nevada  corporation  (herein,
"Lessee"),  subject  to the  terms  and  conditions  set  forth,  the  equipment
described below,  together with all attachments and accessories now or hereafter
affixed  thereto,  and  substitutions  and  replacements  thereof  (herein,  the
"Equipment"):

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Equipment Description
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Two (2) ICA Automatic Packaging Machines,  S/N; V3649, S/N V3650,  including all
attachment and accessories.
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No. of Rental                Commencement Date             Lease Expiration Date
Installments 36              July 19, 2002                 July 19, 2005
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Rental Installment                  Other Terms: See $1 Purchase Rider
Amount                              attached hereto and by this reference made a
$11,770.71                          part hereof.
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EQUIPMENT LOCATION:

      Upon  execution  of this Lease,  Lessee  shall pay to Lessor the first N/A
Rental  Installment(s)  and a Security Deposit in the amount of $-0-. All rental
installments  are based on an Equipment cost to Lessor equal to $383,763.60.  In
the  event  the  Lessor's  cost is other  than as set forth  above,  the  rental
installment amount set forth above shall be adjusted accordingly.

TERMS AND CONDITIONS

      1. Lessee  acknowledges  that it has  reviewed  and  approved  any written
Supply Contract and that Lessor has advised Lessee in writing of the identity of
the  Supplier of the  Equipment,  that Lessee is  entitled to the  promises  and
warranties,  if any, of the Supplier or any third party provided by the Supplier
to Lessor in connection  with or as part of the Supply  Contract and that Lessee
may  contact  Supplier  for an accurate  and  complete  description  of any such
promises and warranties, including any disclaimers and limitations of them or of
remedies.  Lessee shall be deemed to have  irrevocably  accepted  the  Equipment
under this Lease by its  execution of Lessor's  form of Delivery and  Acceptance
Certificate. If the Commencement Date is left blank above, then the Commencement
Date is the date of delivery  and  acceptance  of the  equipment  as evidence by
Lessee's execution of the Delivery and Acceptance  Certificate.  The rental term
of the Equipment  shall commence upon the  Commencement  Date and shall continue
until  the  lease  expiration  date set forth  above.  Lessee  shall pay rent to
Lessor,  monthly in  advance,  in the Rental  Installment  amounts,  and for the
number of Rental  Installments both as set forth above, on the first day of each
month (unless  otherwise  provided herein) during the term hereof,  plus, in the
case of the first  Rental  Installment,  the per diem  equivalent  of the Rental
Installment  for  each  day  from and  including  the  Commencement  Date to and
including the day immediately preceding the due date of such Rental Installment.


                               Member HSBC Group

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      2. All  rentals  shall be paid to Lessor at Lessor's  address,  or at such
other address as Lessor may specify by notice to Lessee.  All such rentals shall
be paid without  notice or demand,  and Lessee's  obligation to pay such rentals
shall be absolute and unconditional and not subject to any abatement, reduction,
set-off,  defense,   counterclaim  or  recoupment  (for  any  reason  whatsoever
(including,  without limitation,  Abatements due to any present or future claims
of  Lessee  against  Lessor  under  this  Lease or  otherwise,  or  against  the
manufacturer  or vendor of the Equipment);  nor,  except as otherwise  expressly
provided  herein,  shall  this  Lease  terminate  or the  obligations  of Lessee
hereunder  be  affected  by reason of any defect in or damage to, or any loss or
destruction of, any Equipment front any cause  whatsoever,  or the  interference
with  the  use  thereof  by any  private  person,  corporation  or  governmental
authority, or the invalidity or unenforceability or lack of due authorization of
this Lease or lack of right, power or authority to enter into this Lease, or fur
any other cause, whether similar or dissimilar to the foregoing,  any present or
future law or  regulation  to the  contrary  notwithstanding.  If any rentals or
other sums due  hereunder  are not paid within 10 days of the due date  thereof,
Lessee shall pay to Lessor on demand,  as additional  rental, an amount equal to
five percent (5%) of such past due rentals or sums.

      3. To the extent  that,  contrary to the  intention  of the  parties,  the
transaction  evidenced  hereby is deemed to be a pledge or  security  agreement,
Lessee  hereby  grants a security  interest in and to the Equipment to Lessor to
secure the obligations of Lessee hereunder.

      4. Until the Equipment is returned to Lessor in accordance  with the terms
of this Lease,  Lessee shall: (a) use the Equipment solely in the conduct of its
business,  (b) keep the Equipment at the address  specified in this Lease, or as
set forth in the Delivery and Acceptance Certificate,  and not remove all or any
part of the Equipment therefrom without the Lessor's prior written consent,  (c)
use and preserve the Equipment in a careful,  proper and lawful  manner,  and in
accordance  with   manufacturer's   specifications   and  applicable   insurance
requirements,  (d) at its own  expense,  keep  the  Equipment  in  good  repair,
condition and working order and furnish any and all parts and labor required for
that  purpose,  and in this  connection  shall use only spare and  repair  parts
manufactured or furnished by the manufacturer of the Equipment, (e) not make any
material  alterations  to the  Equipment  without the prior  written  consent of
Lessor,  and Lessee  agrees that all  equipment,  attachments,  accessories  and
repairs  at any time  made to or placed  upon the  Equipment  shall  immediately
become the  property  of Lessor,  and shall be deemed to have been  incorporated
into the Equipment  and subject to the terms and  conditions of this Lease as if
originally leased hereunder, (f) promptly notify Lessor of any loss of or damage
to the  Equipment,  (g) assume  and shall  bear the  entire  risk of loss of and
damage  to the  Equipment,  and  injury  or death  to  persons,  from any  cause
whatsoever pursuant to the provisions of' this Lease, and provide full insurance
coverage as hereinafter  provided,  (h) mark and identify the Equipment with all
information  and in such  manner as  Lessor  may  request  from time to time and
replace promptly any such markings or identifications which are removed, defaced
or  destroyed,  (i)  permit  reasonable  access by  Lessor or its  agents to the
Equipment  during normal business hours for purposes of inspection,  (j) protect
and  defend,  at its own cost and  expense,  the  title of  Lessor in and to the
Equipment from and against all claims,  liens,  encumbrances and legal processes
of Lessee's  creditors or any other party claiming by or through Lessee, and (k)
NOT ASSIGN,  SUBLET OR HYPOTHECATE  ANY OF THE EQUIPMENT OR ANY INTEREST IN THIS
LEASE OR ALLOW THE EQUIPMENT TO BE USED BY PERSONS  OTHER THAN  EMPLOYEES OF THE
LESSEE,  AND ANY ATTEMPT TO DO SO SHALL CONSTITUTE


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A DEFAULT HEREUNDER AND SUCH ASSIGNMENT, SUBLEASE OR HYPOTHECATION SHALL BE VOID
AND WITHOUT EFFECT.

      5. Lessee shall,  at its expense,  insure and keep the  Equipment  insured
against all risks of physical  loss at not less than the lesser of: (a) the full
replacement value thereof or (b) the Stipulated Loss Value (if any) shown herein
or on any  addendum,  amendment  or  attachment  hereto  (the  "Stipulated  Loss
Value");  but in any  event an  amount  sufficient  to avoid  the  effect of any
coinsurance clause.  Lessee shall further, at its expense,  provide and maintain
comprehensive public liability insurance against claims for bodily injury, death
and/or property damage arising out of the use, ownership,  possession, operation
or  condition of the  Equipment,  together  with such other  insurance as may be
required by law or reasonably requested by Lessor. All said insurance shall name
both  Lessor and Lessee as parties  insured  and shall be in form and amount and
with  insurers  satisfactory  to  Lessor,  and  Lessee  shall  furnish to Lessor
certified  copies or  certificates  of the policies of such  insurance  and each
renewal  thereof.  Each  insurer  must agree by  endorsement  upon the policy or
policies  issued by it that it will give  Lessor not less than 30 days'  written
notice  before such policy or policies arc  cancelled,  nonrenewed or materially
altered  and,  with  respect to property  insurance,  that (aa) losses  shall be
payable  solely to Lessor,  and (bb) no act or  omission of Lessee or any of its
officers,  agents,  employees or representatives shall affect the obiligation of
the  insurer  to pay the full  amount of any  loss.  Lessee  hereby  irrevocably
authorizes  Lessor to make,  settle  and  adjust  claims  under  such  policy or
policies of property insurance and to endorse the name of Lessee on any check or
other item of payment for the proceeds thereof;  it being  understood,  however,
that unless otherwise directed in writing by Lessor,  Lessee shall make and file
timely all claims under such policy or policies,  and Lessee may,  unless Lessee
is then in default, settle and adjust all such claims.

      6. Lessee  agrees to report and pay to the  appropriate  authority any and
all license fees, registration fees,  assessments,  charges and taxes, including
penalty and interest,  if any,  assessed against the Equipment or the ownership,
purchase, rental or use of the Equipment, except for taxes payable in respect to
Lessor's net income.  Unless Lessee provides Lessor with a valid  certificate of
exemption, Lessee shall pay all applicable sales or use taxes to Lessor.

      7. LESSEE HEREBY WAIVES ANY RIGHT TO CANCEL,  REPUDIATE OR TERMINATE  THIS
LEASE.  REVOKE  ACCEPTANCE  OF THE  EQUIPMENT,  ACCEPT  PARTIAL  DELIVERY OF THE
EQUIPMENT,  "COVER" BY  PURCHASING  OR LEASING  REPLACEMENT  EQUIPMENT,  RECOVER
SPECIAL OR  CONSEQUENTIAL  DAMAGES  AND ANY RIGHT TO SEEK  SPECIFIC  PERFORMANCE
HEREOF.

      THIS LEASE SETS FORTH THE FULL  AGREEMENT  BETWEEN THE PARTIES AND MAY NOT
BE MODIFIED,  EXCEPT IN A WRITING SIGNED BY THEM. NEITHER THIS LEASE NOR LESSEES
RIGHTS IN THE EQUIPMENT MAY BE ASSIGNED BY LESSEE.

      8. The Equipment shall remain personal property notwithstanding the manner
in which it may be attached to realty,  and title thereto shall remain in Lessor
exclusively.   Lessee  shall  keep  the  Equipment   free  from  all  liens  and
encumbrances.  Lessee shall execute and/or to Lessor any further instruments and
assurances  reasonably  requested  from time to time by Lessor  to  protect  its
interest,  and Lessee shall  otherwise  cooperate and defend the title of Lessor
and to


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maintain the status of the Equipment as personal  property,  including,  without
limitation,  the execution of financing statements,  motor vehicle documentation
(for the purpose of obtaining titles in Lessor's name, noting liens on vehicles,
obtaining  repossession  title  certificates  or otherwise  protecting  Lessor's
interest in vehicles)  and the  furnishing  of waivers with respect to rights in
the  Equipment  from the owners and  mortgagees  of the real estate on which the
Equipment is or will be located,  all at Lessee's expense.  Without limiting the
foregoing,  Lessee hereby authorizes and irrevocably appoints Lessor as Lessee's
attorney-in-fact,  coupled with an interest, with full power of substitution, to
execute  and  file  such  financing  statements,   motor  vehicle  documentation
(relating to titles,  lien notation and/or  repossession title certificates) and
other  documents in all places where necessary to protect  Lessor's  interest in
the Equipment.

      9.  Lessor  shall not be  liable  for any  direct,  indirect,  special  or
consequential  damages or loss (a) resulting  from the  non-delivery,  delivery,
manufacture,  installation, use, ownership or operation of the Equipment or from
any defects in or failures,  malfunctions,  repairs, replacements or alterations
thereof,  or (b) arising out of this Lease or any breach hereof,  or (c) without
limitation, arising out of any other liability of any nature with respect to the
Equipment, or this Lease or any breach thereof (hereinafter "Liabilities"),  and
Lessee shall and hereby does indemnify and hold harmless Lessor,  its directors,
officers,  employees,  agents  and  representatives,  from  any and all  claims,
actions, suits, proceedings, costs, expenses, damages and liabilities, including
attorneys'  fees,  arising out of, connected with, or resulting from, this Lease
or the breach thereof or the Equipment,  including,  without limitation, any and
at   Liabilities.   LESSEE   UNDERSTANDS   AND  AGREES  THAT  LESSOR   MAKES  NO
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,  WITH RESPECT TO THE
CONDITION OF THE EQUIPMENT,  ITS  MERCHANTABILITY,  THE FITNESS OF THE EQUIPMENT
FOR A PARTICULAR  PURPOSE,  OR WITH RESPECT TO PATENT  INFRINGEMENT OR THE LIKE.
THIS  PARAGRAPH  SHALL  SURVIVE  THE  TERMINATION  OF THIS  LEASE AND MAY NOT BE
MODIFIED,  AMENDED  DISCHARGED  OR  TERMINATED  BY ANY  WRITING  OR ANY  ACTION,
INACTION CONDUCT OR PAST DEALINGS OF THE PARTIES HERETO.

      10.  Lessee  warrants  to  Lessor  that (a) this  Lease  has been duly and
validly executed and delivered by Lessee and constitutes and will constitute the
valid and  binding  obligation  of  Lessee,  and is and will be  enforceable  in
accordance with its terms;  (b) the execution,  delivery and performance of this
Lease by Lessee will not violate any law or other  governmental  requirement or,
if Lessee is a corporation,  Lessee's corporate charter or by-laws;  nor will it
constitute a default under any agreement, instrument or document to which Lessee
is now or hereafter a party or by which Lessee is now or will hereafter be bound
(c) all financial statements and information which have been or may hereafter be
submitted to Lessor relating to Lessee or any guarantor of Lessee's  obligations
hereunder  ("Guarantor")  have been and will be  complete,  true and correct and
have been and will be prepared in accordance with generally accepted  accounting
principles;  Lessee  agrees to deliver to Lessor at any time or times  hereafter
such  documents  as  Lessor  may  reasonably  request  to  demonstrate  Lessee's
compliance with this Lease.

      11. So long as Lessee  shall not be in default and fully  performs  all of
its  obligations  hereunder,  Lessor will not  interfere  with the quiet use and
enjoyment of the Equipment by Lessee.


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      12. Lessee hereby  consents to any  assignment or encumbrance by Lessor of
this Lease or all or any part of the rentals  hereunder  or the rights of Lessor
in the  Equipment,  with or  without  notice.  Lessee  agrees  that  the  rights
hereunder  of any  assignee or  creditor  of Lessor  shall not be subject to any
defense,  setoff or  counterclaim  that Lessee may have against the Lessor,  and
(that any such assignee or creditor shall have all of Lessor's rights hereunder,
but none of Lessor's  obligations  hereunder  or any claim which Lessee may have
against  Lessor.  The rights of Lessee  hereunder are subject and subordinate to
any security interest granted by Lessor in the Equipment.

      13. Upon the expiration or earlier  termination of this Lease with respect
to any Equipment,  Lessee shall return such Equipment to Lessor in the condition
required  by this Lease.  Lessee  shall make such  return,  at its  expense,  by
causing such Equipment to be assembled,  crated and loaded on board such carrier
as Lessor shall specify and shipping the same, freight and insurance prepaid, to
the  destination  specified  by Lessor.  Lessee shall pay to Lessor on demand as
additional rental hereunder, the cost of any repairs necessary to then place the
Equipment in the  condition  required by the Lease.  If Lessor shall so require,
Lessee will  provide free storage and  insurance  for any  Equipment at Lessee's
location for a period not exceeding  sixty (60) days from date of expiration as'
earlier  termination  of this Lease.  If, for whatever  reason,  Lessee fails to
return the Equipment or set forth herein, Lessee agrees to pay, at Lessor's sole
option,  rental  installments  to  Lessor  in the  same  amount  as  hereinabove
provided, until so returned.

      14. As used  herein  the term  "Event of Loss"  shall  mean the  actual or
constructive loss of the Equipment,  by damage,  theft, or otherwise,  including
any failure to return the Equipment to Lessor upon the expiration or termination
of this Lease,  unless Lessee shall have purchased the Equipment or renewed this
Lease,  pursuant to the terms of any  purchase or renewal  option to this Lease.
Upon the  occurrence of an Event of Loss,  Lessee shall notify Lessor in writing
of such  occurrence and pay to Lessor within 30 days of the date of the Event of
Loss, the Casualty Value. As used herein the term "Casualty  Value" shall mean':
(a) the sum of any  and all  amounts  then  due and  owing  hereunder  including
without  limitation,  accrued  but  unpaid  rent  (collectively,   the  "Accrued
Amounts") and the  Stipulated  Loss Value or, if none (b) the sum of the Accrued
Amounts and the aggregate of all future rentals  reserved  herein and discounted
to present  value at a rate equal to the Federal  Reserve  Discount Rate for the
Federal Reserve Bank of New York then in effect (the "Discount Rate"),  plus the
purchase  option/agreement  or estimated residual amount stated herein or in any
purchase  option,  purchase  agreement  or  terminal  rental  adjustment  clause
applicable to the Equipment, also discounted at the Discount Rate.

      15. Each of the following shall constitute a default under this Lease: (a)
the breach by Lessee of its  obligations to pay rent when due and the failure to
cure said  breach  within ten (10) days,  (b) the breach by Lessee of any of the
other terms hereof,  (c) if Lessee or any Guarantor dies or becomes insolvent or
ceases to do business as a going concern,  (d) if Lessee or any Guarantor  makes
an assignment  for the benefit of creditors,  (e) if a petition in bankruptcy or
for  arrangement  or  reorganization  is  filed  by or  against  Lessee  or  any
Guarantor,  (f) if property of Lessee or any Guarantor is attached or a receiver
is  appointed  for Lessee or any  Guarantor,  or any of Lessee's or  Guarantor's
property,  (g) the  occurrence  of a default  pursuant to the  provisions of any
other  agreement  by and  between  Lessor  or  HSSC  Bank  USA  ("Bank")  or any
subsidiary or affiliate thereof and Lessee or any Guarantor,  (h) the occurrence
of a  default  (with any  applicable  cure  period  having  expired),  under any
material  agreement for the payment of


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money to which Lessee or any  Guarantor is a party,  (i) if false or  misleading
representations  or warranties are made or given either  heretofore or hereafter
in connection  with this Lease or the  extension of credit  hereunder by Lessor,
(j) if a material  adverse  change in Lessor's  or any  Guarantor  financial  or
business  condition  occurs,  or (k) if there occurs any sale or disposition of:
(i) the principal  business  assets of Lessee or any Guarantor if Lessee or such
Guarantor is a sole proprietorship, (ii) a controlling interest in Lessee or any
Guarantor if Lessee or such Guarantor is a  corporation,  partnership or similar
entity  or  (iii)  all or  substantially  all of the  assets  of  Lessee  or any
Guarantor.

      16. In the event of any  default  under this  Lease,  Lessor  may,  at its
option,  do one or more of the following:  (a) terminate this Lease and Lessee's
rights hereunder, (b) proceed by appropriate court action to enforce performance
of the terms of this Lease and/or recover damages for the breach hereof;  (C) by
notice in writing,  cause Lessee,  at Lessee's  expense,  promptly to return the
Equipment to the  possession of the Lessor in accordance  with the terms hereof,
or Lessor  directly or by its agent,  and without  notice or  liability or legal
process,  may enter upon any  premises  where any  Equipment  is  located,  take
possession  of such  Equipment,  and either  store it on said  premises  without
charge or remove the same (any damages  occasioned by such taking of possession,
storage or removal  being waived by Lessee);  and/or (d) declare as  immediately
due and payable and forthwith recover from Lessee, as liquidated damages and not
as a penalty,  an amount equal to the Casualty Value with interest  thereon at a
per  annum  rate of  eighteen  percent  (18%)  from and after the date of demand
therefor.

      In the event of any  repossession  of any Equipment by Lessor,  Lessor may
(but need not),  without  notice to Lessee,  (A) hold or use all or part of such
Equipment for any purpose whatsoever,  (B) sell all or part of such Equipment at
public or  private  sale for cash or on credit  and/or  (C) relet all or part of
such  Equipment  upon such terms as Lessor may  solely  determine,  in each case
without any duty to account to Lessee except as herein expressly provided. After
any repossession of Equipment by Lessor there shall be applied on account of the
obligations of Lessee hereunder the net proceeds  actually by Lessor from a sale
or lease of such  Equipment,  after  deduction of all expenses of sale and other
expenses recoverable by Lessor hereunder. No termination,  repossession or other
act by Lessor after  default shall  relieve  Lessee from any of its  obligations
hereunder.  In  addition to all other  charges  hereunder,  Lessee  shall pay to
Lessor on demand all fees, costs and expenses  incurred by Lessor as a result of
such default, including without limitation,  reasonable attorneys',  appraisers'
and brokers'  fees and expenses and costs of removal,  storage,  transportation,
insurance  and  disposition  of the  Equipment.  In the event  that any court of
competent jurisdiction  determines that any provision of this Section is invalid
or  unenforceable  in whole or in part,  such  determination  shall not prohibit
Lessor from establishing its damages sustained as a result of any breach of this
Lease in any  action  or  proceedings  in which  Lessor  seeks to  recover  such
damages.  To the extent  permitted  by law,  Lessee  hereby  waives any right of
setoff or  counterclaim  in any action between  Lessor and Lessee.  The remedies
provided  herein  in  favor of  Lessor  shall  not be  exclusive,  but  shall be
cumulative and in addition to all other  remedies  existing at law or in equity,
any one or more of which may be exercised simultaneously or successively.

      As additional  collateral  security for the payment and performance of its
obligations  hereunder,  and under any other agreement by and between Lessor and
Lesser,  Lessee hereby creates and grants in f of Lessor a security  interest in
any and all  equipment,  fixtures,  goods,


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inventory, documents, instruments,  accounts, chattel paper, general intangibles
or other personal property or fixtures in which Lessor or Bank or any subsidiary
or affiliate thereof now has or may hereafter have a security interest.

      17.  If  Lessee  shall  fail to make any  payment  or  perform  any act or
obligation  required of Lessee hereunder,  Lessor may (but need not) at any time
thereafter make such payment or perform such act or obligation at the expense of
Lessee.  Any payment so made or expense so incurred by Lessor  shall  constitute
additional  rental  hereunder  payable  by  Lessee to Lessor  upon  demand,  The
performance of any act or payment of any monies by Lessor,  as aforesaid,  shall
not be deemed a waiver or  release of any  obligation  or default on the part of
Lessee.

      18.  Lessee shall  furnish to Lessor within 120 days after the end of each
fiscal year of Lessee  during the term hereof a statement of profit and loss and
of surplus of Lessee for such fiscal  year-end and a balance  sheet of Lessee as
at the end of such year, all in accordance  with generally  accepted  accounting
principles  and in  reasonable  detail  and  certified  by a  reputable  firm of
independent  public  accountants.  Lessee  shall  furnish  to Lessor  such other
information  about the  condition  and affairs of Lessee and any  Guarantor  and
about the Equipment as Lessor may from time to time reasonably request.

      19. Lessee shall give Lessor  immediate  notice of any default  hereunder,
any material  adverse  change in financial  condition or operations of Lessee or
any Guarantor, or any loss, material damage or accident affecting the Equipment.
All  notices  under  this  Lease  shall be in  writing  and sent to the  address
hereinabove,  or as the parties may  designate.  None of the  provisions of this
Lease shall be held to have been waived by any act or knowledge  of Lessor,  but
only by a written instrument  executed by Lessor and delivered to Lessee. If any
provision of this Lease or the application  thereof is hereafter held invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and to
this end the provisions of this Lease are declared severable.

      20. The parties hereto intend to comply with any and all applicable  usury
laws now in effect or hereafter  enacted;  if any interest rate inherent in this
Lease would  violate any such  statute or  regulation  applicable  thereto,  the
rate(s)  shall be  deemed  automatically  amended  to the  highest  lawful  rate
allowed.

      21.  Subject to the terms  hereof,  this Lease  shall be binding  upon and
inure  the  benefit  of  Lessor  and  Lessee  and  their   respective   personal
representatives,  successors  and  assigns.  This Lease shall be  construed  and
enforced in accordance with, and governed by, the laws of the State of New York,
without regard to principles of conflicts of laws. LESSEE AGREES THAT LESSOR MAY
BRING ANY ACTION OR PROCEEDING TO ENFORCE THIS LEASE OR RELATED DOCUMENTS IN ANY
SUPREME  COURT  OF THE  STATE OF NEW YORK OR ANY  DISTRICT  COURT OF THE  UNITED
STATES  LOCATED WITHIN THE STATE OF NEW YORK, AND AGREES THAT SERVICE OF PROCESS
BY CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  SHALL BE  SUFFICIENT TO CONFER
PERSONAL  JURISDICTION.  LESSEE AND LESSOR WAIVE THEIR RIGHT TO TRIAL BY JURY IN
CONNECTION WITH ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS LEASE
OR RELATED  DOCUMENTS.  This Lease is  submitted  to Lessor  for  acceptance  or
rejection and will not


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become  effective  until accepted by Lessor in writing at its principal  office.
This  Lease is  irrevocable  by  Lessee  for the full  term  hereof  and for the
aggregate rentals herein reserved.


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LESSEE'S INITIAL ___________

LESSOR:                                    LESSEE:

HSBC Business Credit (USA) Inc.            Coffee Holding Co.,  Inc.
One HSBC Center, 29th Floor,               4401 First Avenue, Brooklyn, NY 11232
Buffalo, NY 14203

By: _______________________________        By: _________________________________

___________________________________        _____________________________________
  (Print or Type: Name and Title)             (Print or Type: Name and Title)

Date: _____________________________        Date: _______________________________


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HSBC Business Credit (USA) Inc.                             $1.00 PURCHASE RIDER
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      This Rider is attached to and forms a part of that certain Lease Agreement
dated ____________ (such Lease Agreement being referred to herein as the "Lease"
by and between HSBC Business  Credit (USA) Inc.  ("Lessor")  and Coffee  Holding
Co., Inc. ("Lessee").

      1.  Immediately  upon payment by Lessee of all of the  installments now or
hereafter coming due, and performance by Lessee of all other obligations,  under
the Lease, and notwithstanding any other provision in the Lease to the contrary,
Lessee  shall  purchase  from  Lessor  all the  equipment  covered  by the Lease
("Equipment")  (for the sum of $1.00,  plus all applicable sales and other taxes
("Purchase Price").

      2. Upon final and irrevocable  payment of the Purchase Price, Lessor shall
execute and deliver to Lessee a Bill of Sale conveying all Lessor's right, title
and interest to the Equipment,  WITHOUT  REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS.

HSBC Business Credit (USA) Inc.            Coffee Holding Co.,  Inc.

By: _______________________________        By: _________________________________

___________________________________        _____________________________________
  (Print or Type: Name and Title)             (Print or Type: Name and Title)

Date: _____________________________        Date: _______________________________


                               Member HSBC Group

                                       10
<PAGE>

--------------------------------------------------------------------------------
HSBC Business Credit (USA) Inc.                                     PAY PROCEEDS
--------------------------------------------------------------------------------

TO: HSBC Business Credit (USA) Inc.        Date:
    One HSBC Center-29th Floor
    Buffalo, NY 14203

Reference  is  hereby   directed  toward  that  certain  LEASE  AGREEMENT  dated
__________ for and in  consideration of which your company has agreed to advance
funds in the  amount  of  $____________.  Accordingly,  the  undersigned  hereby
irrevocably authorizes your company to disburse said amount as follows:

Pay to: ICA S.P.A.                         $34,274.00

Pay to: Coffee Holding Co., Inc.           $349,489.60

                                           Very Truly yours,
                                           Coffee Holding Co., Inc.
                                           (name of Lessee)

                                           By: _________________________________

                                           Title: ______________________________


                               Member HSBC Group

                                       11
<PAGE>

--------------------------------------------------------------------------------
HSBC Business Credit (USA) Inc.                           CORPORATE RESOLUTION
                                                          INCUMBENCY CERTIFICATE
                                                          (LEASE)
--------------------------------------------------------------------------------

      I KAREN GORDON, DO HEREBY CERTIFY THAT:

      I am the duly  elected,  qualified  and acting  (Assistant)  Secretary  of
Coffee Holding Co. Inc. (the "Corporation").

      The following resolutions were adopted by the corporation either at a duly
called meeting,  or by unanimous  written consent,  of the Board of Directors of
the Corporation, such meeting having been held on or such consent being dated as
of _________.

      RESOLVED,  that the  Corporation  be, and hereby is,  authorized  to lease
equipment,  goods or materials from time to time (the "Leased  Equipment")  from
HSBC Business Credit (USA) Inc., One HSBC Center, 29th Floor,  Buffalo, NY 14203
or any assignee or successor thereof (collectively,  "Lessor"),  upon such terms
as the  Corporation  may from time to time require,  and that any and all of the
officers  of the  Corporation  be, and hereby are,  authorized  on behalf of the
Corporation to execute, acknowledge and deliver to Lessor one or more lessees on
such terms as the officer or officers  executing such documents on behalf of the
Corporation  may  approve,  such  approval to be  conclusively  evidenced by the
execution thereof; and

      RESOLVED FURTHER,  that, if Lessor should require, the Corporation be, and
hereby is, authorized to pledge,  mortgage or grant security  interests in, from
time to time, any or all of the Corporation's  assets,  whether real,  personal,
intangible,  or a combination  thereof, to secure the Corporation's  obligations
under any such leases,  and that any and all officers of the Corporation be, and
hereby are, authorized on behalf of the Corporation to execute,  acknowledge and
deliver  to Lessor any  security  documents  upon such  terms as the  officer or
officers  executing  such security  documents on behalf of the  Corporation  may
approve, such approval to be conclusively evidenced by the execution thereof;

      RESOLVED  FURTHER,  that any and all officers of the  Corporation  be, and
hereby are,  authorized and directed to do or cause to be done all such acts and
things as may be necessary,  advisable, convenient and proper in connection with
the  execution  and  delivery  of  leases  authorized  at  this  meeting  and in
connection  with  or  incidental  to  the   consummation  of  the   transactions
contemplated  thereby,  including  the  execution  and  delivery  of any and all
instruments  or agreements as may be required by Lessor in connection  with such
leases and security documents; and

      RESOLVED FURTHER,  that Lessor may rely on these resolutions until written
notice of any modification,  rescission or revocation of same shall, in whole or
in part, has been delivered to Lessor, but no such  modification,  rescission or
revocation  shall,  in any event,  be effective  with  respect to any  documents
executed or actions taken in reliance upon the foregoing  authority prior to the
delivery  to  Lessor  of such  written  notice of  modification,  rescission  or
revocation.


                               Member HSBC Group

                                       12
<PAGE>

      I CERTIFY THAT the Corporation is a corporation  duly organized,  existing
and in good standing under the laws of the state of its incorporation.

      I DO FURTHER  CERTIFY THAT the above  resolutions  have not been  altered,
amended, repealed or rescinded.

      I DO FURTHER CERTIFY THAT on this date the persons whose names, titles and
signatures  are listed  below are duly  elected (or  appointed).  qualified  and
acting  officers of the  Corporation  and hold the offices  set  opposite  their
respective names, that the signatures  appearing opposite their respective names
arc the genuine signatures of such officers,  that each of such officers is duly
authorized  for and on behalf of the  Corporation  to execute and deliver any of
the documents contemplated by the foregoing resolutions for and on behalf of the
Corporation and is not prohibited by or in any manner restricted by the terms of
the  Corporation's  Certificate  of  Incorporation  its By-Laws,  or of any loan
agreement,  indenture or contract to which the  Corporation  is a party or under
which it is bound, nor is the Corporation prohibited or restricted in connection
therewith by the ruling of any  governmental  authority or court. I also certify
that the  foregoing  authority  shall  remain in full  force and effect and that
Lessor  shall be  entitled  to rely  upon  same,  until  written  notice  of the
modification,  rescission or  revocation  of same in whole or in part,  has been
delivered to Lessor, but no such  modification,  rescission or revocation shall,
in any event,  be effective  with respect to any  documents  executed or actions
taken in reliance upon the foregoing  authority  prior to the delivery to Lessor
of such written notice of modification, rescission or revocation.


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Name of Officer                Title of Officer             Signature of Officer
--------------------------------------------------------------------------------
Andrew Gordon                  Pres & CEO
--------------------------------------------------------------------------------
David Gordon                   V. Pres
--------------------------------------------------------------------------------

      IN WITNESS WHREOF, I have hereunto set my hand and affixed the seal of the
Corporation this ____ day of _____________.

                                       _________________________________________

                                       _________________________________________
                                       (Type or Print Name)  Assistant Secretary


                               Member HSBC Group

                                       13