<PAGE>

                                                                     EXHIBIT 4.2

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                            COFFEE HOLDING CO., INC.

                                     WARRANT

                         160,000 SHARES OF COMMON STOCK

                               [          ], 2004

         This WARRANT (this "WARRANT") of Coffee Holding Co., Inc., a
corporation duly organized and validly existing under the laws of the State of
Nevada (the "COMPANY"), is being issued pursuant to that certain Underwriting
Agreement, dated as of [ ], 2004, by and between the Company and Maxim Group LLC
(the "UNDERWRITER") relating to a firm commitment public offering (the
"OFFERING") of 1,600,000 shares of common stock, par value $0.01 per share (the
"COMMON STOCK"), of the Company underwritten by the Underwriter.

         FOR VALUE RECEIVED, the Company hereby grants to Maxim Group LLC and
its permitted successors and assigns (collectively, the "HOLDER") the right to
purchase from the Company up to ONE HUNDRED SIXTY THOUSAND (160,000) shares of
Common Stock (such shares underlying this Warrant, the "WARRANT SHARES"), at a
per share purchase price equal to $[ ] [120% OF THE PUBLIC OFFERING PRICE] (the
"EXERCISE PRICE"), subject to the terms, conditions and adjustments set forth
below in this Warrant.

         1. Vesting of Warrant. This Warrant shall vest and become exercisable
on the first anniversary of the Base Date (the "VESTING DATE"). For purposes of
this Warrant, the "BASE DATE" shall mean [ ], 2004. Except as otherwise provided
for herein or as permitted by applicable rules of the National Association of
Securities Dealers, Inc., this Warrant shall not be sold, transferred, assigned,
pledged or hypothecated prior to the Vesting Date.

         2. Expiration of Warrant. This Warrant shall expire on the five (5)
year anniversary of the Base Date (the "EXPIRATION DATE").

         3. Exercise of Warrant. This Warrant shall be exercisable pursuant to
the terms of this Section 3.


<PAGE>

                  3.1 Manner of Exercise.

                  (a) This Warrant may only be exercised by the Holder hereof on
or after the Vesting Date and on or prior to the Expiration Date, in accordance
with the terms and conditions hereof, in whole or in part (but not as to
fractional shares) with respect to any portion of this Warrant, during the
Company's normal business hours on any day other than a Saturday or a Sunday or
a day on which commercial banking institutions in New York, New York are
authorized by law to be closed (a "BUSINESS DAY"), by surrender of this Warrant
to the Company at its office maintained pursuant to Section 10.2(a) hereof,
accompanied by a written exercise notice in the form attached as Exhibit A to
this Warrant (or a reasonable facsimile thereof) duly executed by the Holder,
together with the payment of the aggregate Exercise Price for the number of
Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this
Warrant, the Company shall cancel this Warrant document and shall, in the event
of partial exercise, replace it with a new Warrant document in accordance with
Section 3.3

                  (b) Except as provided for below, each exercise of this
Warrant must be accompanied by payment in full of the aggregate Exercise Price
in cash by check or wire transfer in immediately available funds for the number
of Warrant Shares being purchased by the Holder upon such exercise. The
aggregate Exercise Price for the number of Warrant Shares being purchased may,
however, also be paid in full or in part at the election of the Holder: (i) in
the form of Common Stock owned by the Holder (based on the Fair Market Value (as
defined below) of such Common Stock on the date of exercise), (ii) in the form
of Warrant Shares withheld by the Company from the Warrant Shares otherwise to
be received upon exercise of this Warrant having an aggregate Fair Market Value
on the date of exercise equal to the aggregate Exercise Price of the Warrant
Shares being purchased by the Holder, or (iii) by a combination of the
foregoing, provided that the combined value of all cash and the Fair Market
Value of any shares surrendered to the Company is at least equal to the
aggregate Exercise Price for the number of Warrant Shares being purchased by the
Holder.

                  (c) For purposes of this Warrant, the term "FAIR MARKET VALUE"
means, with respect to a particular date, the average closing price of the
Common Stock for the immediately preceding ten (10) trading days on the
principal securities exchange or market on which shares of Common Stock are
listed or quoted, if the shares of Common Stock are so listed or quoted or, if
not so listed or quoted, as determined by the Company in good faith and in a
reasonable manner, based on the information available to it.

                  3.2 When Exercise Effective. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant shall have been duly surrendered to
the Company as provided in Sections 3.1 and 12 hereof, and, at such time, the
Holder in whose name any certificate or certificates for Warrant Shares shall be
issuable upon exercise as provided in Section 3.3 hereof shall be deemed to have
become the holder or holders of record thereof of the number of Warrant Shares
purchased upon exercise of this Warrant.

                  3.3 Delivery of Common Stock Certificates and New Warrant. As
soon as reasonably practicable after each exercise of this Warrant, in whole or
in part, and in any event within five (5) Business Days thereafter, the Company,
at its expense (including the payment by it of any applicable issue taxes), will
cause to be issued in the name of and delivered to the Holder hereof or, subject
to Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any
applicable transfer taxes) may direct:



                                       2
<PAGE>

                  (a) a certificate or certificates (with appropriate
restrictive legends, as applicable) for the number of duly authorized, validly
issued, fully paid and nonassessable Warrant Shares to which the Holder shall be
entitled upon exercise; and

                  (b) in case exercise is in part only, a new Warrant document
of like tenor, dated the date hereof, for the remaining number of Warrant Shares
issuable upon exercise of this Warrant after giving effect to the partial
exercise of this Warrant (including the delivery of any Warrant Shares as
payment of the Exercise Price for such partial exercise of this Warrant).

         4. Certain Adjustments. For so long as this Warrant is outstanding:

                  4.1 Mergers or Consolidations. If at any time after the date
hereof there shall be a capital reorganization (other than a combination or
subdivision of Common Stock otherwise provided for herein) resulting in a
reclassification to or change in the terms of securities issuable upon exercise
of this Warrant (a "REORGANIZATION"), or a merger or consolidation of the
Company with another corporation, association, partnership, organization,
business, individual, government or political subdivision thereof or a
governmental agency (a "PERSON" or the "PERSONS") (other than a merger with
another Person in which the Company is a continuing corporation and which does
not result in any reclassification or change in the terms of securities issuable
upon exercise of this Warrant or a merger effected exclusively for the purpose
of changing the domicile of the Company) (a "MERGER"), then, as a part of such
Reorganization or Merger, lawful provision and adjustment shall be made so that
the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of stock or any other equity or debt securities or
property receivable upon such Reorganization or Merger by a holder of the number
of shares of Common Stock which might have been purchased upon exercise of this
Warrant immediately prior to such Reorganization or Merger. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Warrant with respect to the rights and interests of the Holder after the
Reorganization or Merger to the end that the provisions of this Warrant
(including adjustment of the Exercise Price then in effect and the number of
Warrant Shares) shall be applicable after that event, as near as reasonably may
be, in relation to any shares of stock, securities, property or other assets
thereafter deliverable upon exercise of this Warrant. The provisions of this
Section 4.1 shall similarly apply to successive Reorganizations and/or Mergers.

                  4.2 Splits and Subdivisions; Dividends. In the event the
Company should at any time or from time to time effectuate a split or
subdivision of the outstanding shares of Common Stock or pay a dividend in or
make a distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "COMMON STOCK EQUIVALENTS") without payment of any
consideration by such holder for the additional shares of Common Stock or Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of the applicable record date (or the
date of such distribution, split or subdivision if no record date is fixed), the
per share Exercise Price shall be appropriately decreased and the number of
Warrant Shares shall be appropriately increased in proportion to such increase
(or potential increase) of outstanding shares; provided, however, that no
adjustment shall be made in the event the split, subdivision, dividend or
distribution is not effectuated.


                                       3
<PAGE>

                  4.3 Combination of Shares. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, the per share Exercise
Price shall be appropriately increased and the number of shares of Warrant
Shares shall be appropriately decreased in proportion to such decrease in
outstanding shares.

                  4.4 Adjustments for Other Distributions. In the event the
Company shall declare a distribution payable in securities of other Persons,
evidences of indebtedness issued by the Company or other Persons, assets
(excluding cash dividends or distributions to the holders of Common Stock paid
out of current or retained earnings and declared by the Company's board of
directors) or options or rights not referred to in Sections 4.1, 4.2 or 4.3,
then, in each such case for the purpose of this Section 4.4, upon exercise of
this Warrant, the Holder shall be entitled to a proportionate share of any such
distribution as though the Holder was the actual record holder of the number of
Warrant Shares as of the record date fixed for the determination of the holders
of Common Stock of the Company entitled to receive such distribution.

         5. No Impairment. The Company will not, by amendment of its articles of
incorporation or by-laws or through any consolidation, merger, reorganization,
transfer of assets, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all of the terms and in the taking of all actions necessary or
appropriate in order to protect the rights of the Holder against impairment.

         6. Chief Financial Officer's Report as to Adjustments. With respect to
each adjustment pursuant to Section 4 of this Warrant, the Company, at its
expense, will promptly compute the adjustment or re-adjustment in accordance
with the terms of this Warrant and cause its Chief Financial Officer to certify
the computation (other than any computation of the fair value of property of the
Company, as the case may be) and prepare a report setting forth, in reasonable
detail, the event requiring the adjustment or re-adjustment and the amount of
such adjustment or re-adjustment, the method of calculation thereof and the
facts upon which the adjustment or re-adjustment is based, and the Exercise
Price and the number of Warrant Shares or other securities purchasable hereunder
after giving effect to such adjustment or re-adjustment, which report shall be
mailed by first class mail, postage prepaid to the Holder. The Company will also
keep copies of all reports at its office maintained pursuant to Section 10.2(a)
hereof and will cause them to be available for inspection at the office during
normal business hours upon reasonable notice by the Holder or any prospective
purchaser of the Warrant designated by the Holder thereof.



                                       4
<PAGE>

         7. Reservation of Shares. The Company shall, solely for the purpose of
effecting the exercise of this Warrant, at all times during the term of this
Warrant, reserve and keep available out of its authorized shares of Common
Stock, free from all taxes, liens and charges with respect to the issue thereof
and not subject to preemptive rights or other similar rights of shareholders of
the Company, such number of its shares of Common Stock as shall from time to
time be sufficient to effect in full the exercise of this Warrant. If at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect in full the exercise of this Warrant, in addition to such
other remedies as shall be available to Holder, the Company will promptly take
such corporate action as may, in the opinion of its counsel, be necessary to
increase the number of authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes, including without
limitation, using its Best Efforts (as defined in Section 14 hereof) to obtain
the requisite shareholder approval necessary to increase the number of
authorized shares of Common Stock. The Company hereby represents and warrants
that all shares of Common Stock issuable upon exercise of this Warrant shall be
duly authorized and, when issued and paid for upon exercise, shall be validly
issued, fully paid and nonassessable.

         8. Registration and Listing.

                  8.1 Definition of Registrable Securities; Majority. As used
herein, the term "REGISTRABLE SECURITIES" means any shares of Common Stock
issuable upon the exercise of this Warrant, until the date (if any) on which
such shares shall have been transferred or exchanged and new certificates for
them not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent disposition of them shall not require registration
or qualification of them under the Securities Act or any similar state law then
in force. For purposes of this Warrant, the term "MAJORITY", in reference to the
holders of Registrable Securities, shall mean in excess of fifty percent (50%)
of the then outstanding Warrant Shares (assuming the exercise of the entire
Warrant) that (i) are not held by the Company, an affiliate, officer, creditor,
employee or agent thereof or any of their respective affiliates, members of
their family, Persons acting as nominees or in conjunction therewith and (ii)
have not be resold to the public pursuant to a registration statement filed
under the Securities Act.

                  8.2 Required Registration.

                  (a) At any time on or after the one year anniversary of the
Base Date and on or before the five (5) year anniversary of the Base Date, but
in no event on not more than one (1) occasion, upon the written request of the
holders of the Registrable Securities representing a Majority of such
securities, the Company will use its Best Efforts to effect the registration of
the respective shares of the holders of Registrable Securities under the
Securities Act to the extent requisite to permit the disposition thereof as
expeditiously as reasonably possible, but in no event later than 120 days from
the date of such request.

                  (b) Registration of Registrable Securities under this Section
8.2 shall be on such appropriate registration form: (i) as shall be selected by
the Company, and (ii) as shall permit the disposition of such Registrable
Securities in accordance with this Section 8.2. The Company agrees to include in
any such registration statement all information which the requesting holders of
Registrable Securities shall reasonably request, which is required to be
contained therein. The Company will pay all Registration Expenses in connection
with each registration of Registrable Securities pursuant to this Section 8.2.



                                       5
<PAGE>

                  (c) A registration requested pursuant to this Section 8.2
shall not be deemed to have been effected: (i) unless a registration statement
with respect thereto has become effective or (ii) if, after it has become
effective, such registration is interfered with by any stop order, injunction or
other order or requirement of the Securities and Exchange Commission (the "SEC")
or other governmental agency or court of competent jurisdiction for any reason,
other than by reason of some act or omission by a holder of Registrable
Securities.

                  8.3 Incidental Registration Rights.

                  (a) If the Company, at any time on or after the one year
anniversary of the Base Date and on or before the five (5) year anniversary of
the Base Date, proposes to register any of its securities under the Securities
Act (other than in connection with a registration on Form S-4 or S-8 or any
successor forms) whether for its own account or for the account of any holder or
holders of its shares other than Registrable Securities (any shares of such
holder or holders (but not those of the Company and not Registrable Securities)
with respect to any registration are referred to herein as, "OTHER SHARES"), the
Company shall each such time give prompt (but not less than thirty (30) days
prior to the anticipated effectiveness thereof) written notice to the holders of
Registrable Securities of its intention to do so; provided, however, that in no
event shall the Company have the obligation to send any such notice, and the
holders of Registrable Securities will not have any registration rights under
this Section 8.3, if registration rights have been exercised two (2) times
pursuant to this Section 8.3 (except if the Company elected not to proceed with
any such registrations, withdrew such registrations or otherwise failed to
effect the offerings covered by such registrations). Upon the written request of
any such holder of Registrable Securities made within twenty (20) days after the
receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such holder), except as set forth in
Section 8.3(b), the Company will use its Best Efforts to effect the registration
under the Securities Act of all of the Registrable Securities which the Company
has been so requested to register by such holder, to the extent requisite to
permit the disposition of the Registrable Securities so to be registered, by
inclusion of such Registrable Securities in the registration statement which
covers the securities which the Company proposes to register; provided, however,
that if, at any time after giving written notice of its intention to register
any securities and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any
reason in its sole discretion either to not register, to delay or to withdraw
registration of such securities, the Company may, at its election, give written
notice of such determination to such holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
its obligation to pay the Registration Expenses in connection therewith),
without prejudice, however, to the rights of the holders of Registrable
Securities entitled to request that such registration be effected as a
registration under Section 8.2, (ii) in the case of a determination to delay
registration, shall be permitted to delay registering any Registrable Securities
for the same period as the delay in registering such other securities (including
the Other Shares), without prejudice, however, to the rights of the holders of
Registrable Securities entitled to request that such registration be effected as
a registration under Section 8.2 and (iii) in the case of a determination to
withdraw registration, shall be permitted to withdraw registration, without
prejudice, however, to the rights of the holders of Registrable Securities
entitled to request that such registration be effected as a registration under
Section 8.2. No registration effected under this Section 8.3 shall relieve the
Company of its obligation to effect any registration upon request under Section
8.2, nor shall any such registration hereunder be deemed to have been effected
pursuant to Section 8.2. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities pursuant to this
Section 8.3.


                                       6
<PAGE>

                  (b) If the Company at any time proposes to register any of its
securities under the Securities Act as contemplated by this Section 8.3 and such
securities are to be distributed by or through one or more underwriters, the
Company will, if requested by a holder of Registrable Securities, use its Best
Efforts to arrange for such underwriters to include all the Registrable
Securities to be offered and sold by such holder among the securities to be
distributed by such underwriters, provided that if the managing underwriter of
such underwritten offering shall inform the Company by letter of its belief that
inclusion in such distribution of all or a specified number of such securities
proposed to be distributed by such underwriters would interfere with the
successful marketing of the securities being distributed by such underwriters
(such letter to state the basis of such belief and the approximate number of
such Registrable Securities, such Other Shares and shares held by the Company
proposed so to be registered which may be distributed without such effect), then
the Company may, upon written notice to such holder, the other holders of
Registrable Securities, and holders of such Other Shares, reduce pro rata in
accordance with the number of shares of Common Stock desired to be included in
such registration (if and to the extent stated by such managing underwriter to
be necessary to eliminate such effect) the number of such Registrable Securities
and Other Shares the registration of which shall have been requested by each
holder thereof so that the resulting aggregate number of such Registrable
Securities and Other Shares so included in such registration, together with the
number of securities to be included in such registration for the account of the
Company, shall be equal to the number of shares stated in such managing
underwriter's letter.

                  8.4 Registration Procedures. Whenever the holders of
Registrable Securities have properly requested that any Registrable Securities
be registered pursuant to the terms of this Warrant, the Company shall use its
Best Efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible:

                  (a) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its Best Efforts to cause
such registration statement to become effective;

                  (b) notify such holders of the effectiveness of each
registration statement filed hereunder and prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to (i) keep such registration
statement effective and the prospectus included therein usable for a period
commencing on the date that such registration statement is initially declared
effective by the SEC and ending on the date when all Registrable Securities
covered by such registration statement have been sold pursuant to the
registration statement or cease to be Registrable Securities, and (ii) comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;



                                       7
<PAGE>

                  (c) furnish to such holders such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such holders;

                  (d) use its Best Efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as such holders reasonably request and do any and all other acts
and things which may be reasonably necessary or advisable to enable such holders
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such holders; provided, however, that the Company shall not
be required to: (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this subparagraph; (ii)
subject itself to taxation in any such jurisdiction; or (iii) consent to general
service of process in any such jurisdiction;

                  (e) notify such holders, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits
any material fact necessary to make the statements therein, in light of the
circumstances in which they are made, not materially misleading, and, at the
reasonable request of such holders, the Company shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances in which they are
made, not materially misleading;

                  (f) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;

                  (g) make available for inspection by any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such underwriter, all
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, managers, employees and
independent accountants to supply all information reasonably requested by any
such underwriter, attorney, accountant or agent in connection with such
registration statement;

                  (h) otherwise use its Best Efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement of the
Company, which earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and, at the option of the Company, Rule 158 thereunder;


                                       8
<PAGE>

                  (i) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Registrable Securities included in such registration statement for sale in
any jurisdiction, the Company shall use its Best Efforts promptly to obtain the
withdrawal of such order;

                  (j) use its Best Efforts to cause any Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities;
and

                  (k) if the offering is underwritten, use its Best Efforts to
furnish on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration, an opinion dated such date
of counsel representing the Company for the purposes of such registration,
addressed to the underwriters covering such issues as are reasonably required by
such underwriters.

                  8.5 Listing. The Company shall secure the listing of the
Common Stock underlying this Warrant upon each national securities exchange or
automated quotation system upon which shares of Common Stock are then listed
(subject to official notice of issuance) and shall maintain such listing of
shares of Common Stock. The Company shall at all times comply in all material
respects with the Company's reporting, filing and other obligations under the
by-laws or rules of the American Stock Exchange (or such other national
securities exchange or market on which the Common Stock may then be listed, as
applicable).

                  8.6 Expenses. The Company shall pay all Registration Expenses
relating to the registration and listing obligations set forth in this Section
8. For purposes of this Warrant, the term "REGISTRATION EXPENSES" means: (a) all
registration, filing and NASD fees, (b) all reasonable fees and expenses of
complying with securities or blue sky laws, (c) all word processing, duplicating
and printing expenses, (d) the fees and disbursements of counsel for the Company
and of its independent public accountants, including the expenses of any special
audits or "cold comfort" letters required by or incident to such performance and
compliance, (e) premiums and other costs of policies of insurance (if any)
against liabilities arising out of the public offering of the Registrable
Securities being registered if the Company desires such insurance, if any, and
(f) fees and disbursements of one counsel for the selling holders of Registrable
Securities; provided however, that, in any case where Registration Expenses are
not to be borne by the Company, such expenses shall not include (and such
expenses shall be borne by the Company): (i) salaries of Company personnel or
general overhead expenses of the Company, (ii) auditing fees, (iii) premiums or
other expenses relating to liability insurance required by underwriters of the
Company, or (iv) other expenses for the preparation of financial statements or
other data, to the extent that any of the foregoing either is normally prepared
by the Company in the ordinary course of its business or would have been
incurred by the Company had no public offering taken place. Registration
Expenses shall not include any underwriting discounts and commissions which may
be incurred in the sale of any Registrable Securities and transfer taxes of the
selling holders of Registrable Securities.


                                       9
<PAGE>

                  8.7 Restrictions. The Company shall not be obligated to effect
a registration pursuant to Section 8.2 during the period beginning on the date
sixty (60) days prior to the Company's good faith estimate of the date of filing
of, and ending on a date one hundred twenty (120) days after the effective date
of, a Company-initiated registration (other than a registration pursuant to Form
S-8), provided that: (i) if the holder of Registrable Securities elects to have
all or some of its Registrable Securities included in the registration pursuant
to Section 8.3 hereof, such Registrable Securities are included in the
Company-initiated registration statement only to the extent required hereunder
and (ii) the Company is actively employing in Best Efforts to cause such
registration to become effective.

                  8.8 Information Provided by Holders. Any holder of Registrable
Securities included in any registration shall furnish to the Company such
information as the Company may reasonably request in writing to enable the
Company to comply with the provisions hereof in connection with any registration
referred to in this Warrant. In the event that a holder of Registrable
Securities fails to provide such information on a timely basis, and in any event
within seven (7) Business Days of the Company's written request, then the
Company shall be entitled to exclude the Registrable Securities of such holder
from such registration and the Company shall nevertheless be deemed to have
satisfied its obligations hereunder with respect to such registration.

         9. Restrictions on Transfer.

                  9.1 Restrictive Legends. This Warrant and each Warrant issued
upon transfer or in substitution for this Warrant pursuant to Section 10 hereof,
each certificate for Common Stock issued upon the exercise of the Warrant and
each certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this Section
9. Each of the foregoing securities shall be stamped or otherwise imprinted with
a legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities
laws.

                  9.2 Notice of Proposed Transfer. Prior to any transfer of any
securities which are not registered under an effective registration statement
under the Securities Act ("RESTRICTED SECURITIES"), which transfer may only
occur if there is an exemption from the registration provisions of the
Securities Act and all other applicable securities laws, the Holder will give
written notice to the Company of the Holder's intention to effect a transfer
(and shall describe the manner and circumstances of the proposed transfer). The
following provisions shall apply to any proposed transfer of Restricted
Securities:

                           (i) If in the opinion of counsel for the Holder
reasonably satisfactory to the Company the proposed transfer may be effected
without registration of the Restricted Securities under the Securities Act
(which opinion shall state in detail the basis of the legal conclusions reached
therein), the Holder shall thereupon be entitled to transfer the Restricted
Securities in accordance with the terms of the notice delivered by the Holder to
the Company. Each certificate representing the Restricted Securities issued upon
or in connection with any transfer shall bear the restrictive legends required
by Section 9.1 hereof.


                                       10
<PAGE>

                           (ii) If the opinion called for in (i) above is not
delivered, the Holder shall not be entitled to transfer the Restricted
Securities until either (x) receipt by the Company of a further notice from such
Holder pursuant to the foregoing provisions of this Section 9.2 and fulfillment
of the provisions of clause (i) above, or (y) such Restricted Securities have
been effectively registered under the Securities Act.

                  9.3 Certain Other Transfer Restrictions. Notwithstanding any
other provision of this Section 9: (i) prior to the Vesting Date, this Warrant
or the Restricted Securities thereunder may only be transferred or assigned to
the persons permitted under NASD Rule 2710(g), and (ii) no opinion of counsel
shall be necessary for a transfer of Restricted Securities by the holder thereof
to any Person employed by or owning equity in the Holder, if the transferee
agrees in writing to be subject to the terms hereof to the same extent as if the
transferee were the original purchaser hereof and such transfer is permitted
under applicable securities laws.

                  9.4 Termination of Restrictions. Except as set forth in
Section 9.3 hereof, the restrictions imposed by this Section 9 upon the
transferability of Restricted Securities shall cease and terminate as to any
particular Restricted Securities: (a) which shall have been effectively
registered under the Securities Act, or (b) when, in the opinions of both
counsel for the holder thereof and counsel for the Company, such restrictions
are no longer required in order to insure compliance with the Securities Act or
Section 10 hereof. Whenever such restrictions shall cease and terminate as to
any Restricted Securities, the Holder thereof shall be entitled to receive from
the Company, without expense (other than applicable transfer taxes, if any), new
securities of like tenor not bearing the applicable legends required by Section
9.1 hereof.

         10. Ownership, Transfer and Substitution of Warrant.

                  10.1 Ownership of Warrant. The Company may treat any Person in
whose name this Warrant is registered in the Warrant Register maintained
pursuant to Section 10.2(b) hereof as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, except that, if and when
any Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer thereof as the owner of such Warrant for all
purposes, notwithstanding any notice to the contrary. Subject to Sections 9 and
10 hereof, this Warrant, if properly assigned, may be exercised by a new holder
without a new Warrant first having been issued.

                  10.2 Office; Exchange of Warrant.

                  (a) The Company will maintain its principal office at the
location identified in the prospectus relating to the Offering or at such other
offices as set forth in the Company's most current filing (as of the date notice
is to be given) under the Exchange Act or as the Company otherwise notifies the
Holder.

                  (b) The Company shall cause to be kept at its office
maintained pursuant to Section 10.2(a) hereof a Warrant Register for the
registration and transfer of the Warrant. The name and address of the holder of
the Warrant, the transfers thereof and the name and address of the transferee of
the Warrant shall be registered in such Warrant Register. The Person in whose
name the Warrant shall be so registered shall be deemed and treated as the owner
and holder thereof for all purposes of this Warrant, and the Company shall not
be affected by any notice or knowledge to the contrary.


                                       11
<PAGE>

                  (c) Upon the surrender of this Warrant, properly endorsed, for
registration of transfer or for exchange at the office of the Company maintained
pursuant to Section 10.2(a) hereof, the Company at its expense will (subject to
compliance with Section 9 hereof, if applicable) execute and deliver to or upon
the order of the Holder thereof a new Warrant of like tenor, in the name of such
holder or as such holder (upon payment by such holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face thereof for the number
of shares of Common Stock called for on the face of the Warrant so surrendered
(after giving effect to any previous adjustment(s) to the number of Warrant
Shares).

                  10.3 Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, upon delivery of indemnity reasonably satisfactory
to the Company in form and amount or, in the case of any mutilation, upon
surrender of this Warrant for cancellation at the office of the Company
maintained pursuant to Section 10.2(a) hereof, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the
date hereof.

         11. No Rights or Liabilities as Stockholder. No Holder shall be
entitled to vote or receive dividends or be deemed the holder of any shares of
Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value,
consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the shares of Common Stock purchasable
upon the exercise hereof shall have become deliverable, as provided herein. The
Holder will not be entitled to share in the assets of the Company in the event
of a liquidation, dissolution or the winding up of the Company.

         12. Notices. Any notice or other communication in connection with this
Warrant shall be given in writing and directed to the parties hereto as follows:
(a) if to the Holder, c/o Maxim Group LLC, 405 Lexington Avenue, New York, NY
10174, Attn: Anthony Sarkis, Fax No: (212) 895-2555; or (b) if to the Company,
to the attention of its Chief Executive Officer at its office maintained
pursuant to Section 10.2(a) hereof; provided, that the exercise of the Warrant
shall also be effected in the manner provided in Section 3 hereof. Notices shall
be deemed properly delivered and received when delivered to the notice party (i)
if personally delivered, upon receipt or refusal to accept delivery, (ii) if
sent via facsimile, upon mechanical confirmation of successful transmission
thereof generated by the sending telecopy machine, (iii) if sent by a commercial
overnight courier for delivery on the next Business Day, on the first Business
Day after deposit with such courier service, or (iv) if sent by registered or
certified mail, five (5) Business Days after deposit thereof in the U.S. mail.


                                       12
<PAGE>

         13. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the transfer or registration of this Warrant or any certificate for shares of
Common Stock underlying this Warrant in a name other that of the Holder. The
Holder is responsible for all other tax liability that may arise as a result of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.

         14. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of New York. The section headings in this
Warrant are for purposes of convenience only and shall not constitute a part
hereof. When used herein, the term "BEST EFFORTS" means, with respect to the
applicable obligation of the Company, the highest standard of diligence
recognized under Nevada law for similarly situated, publicly-traded companies.




                            [Signature Page Follows]



                                       13
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first above written.


                                        COFFEE HOLDING CO., INC.



                                        By:
                                            ------------------------------
                                            Name:
                                            Title:






                    [Signature Page to Underwriter's Warrant]



                                       14
<PAGE>


                                    EXHIBIT A
                             FORM OF EXERCISE NOTICE
                 [To be executed only upon exercise of Warrant]

To COFFEE HOLDING CO., INC.:

                  The undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with
respect to __________ Warrant Shares, at an exercise price per share of $____,
and requests that the certificates for such Warrant Shares be issued, subject to
Sections 9 and 10, in the name of, and delivered to:

                  ___________________________________

                  ___________________________________

                  ___________________________________

                  ___________________________________

                  The undersigned is hereby making payment for the Warrant
Shares in the following manner: _______________________ [describe desired
payment method as provided for in 3.1 of the Warrant].

                  The undersigned hereby represents and warrants that it is, and
has been since its acquisition of the Warrant, the record and beneficial owner
of the Warrant.

Dated: _______________


                  ________________________________________
                  Print or Type Name

                  ________________________________________
                  (Signature must conform in all respects
                  to name of holder as specified on the
                  face of Warrant)

                  ________________________________________
                  (Street Address)

                  ________________________________________
                  (City)          (State)      (Zip Code)



<PAGE>


                                    EXHIBIT B
                               FORM OF ASSIGNMENT
                 [To be executed only upon transfer of Warrant]

                  For value received, the undersigned registered holder of the
within Warrant hereby sells, assigns and transfers unto _____________________
[include name and addresses] the rights represented by the Warrant to purchase
__________ shares of Common Stock of COFFEE HOLDING CO., INC. to which the
Warrant relates, and appoints _____________________ Attorney to make such
transfer on the books of COFFEE HOLDING CO., INC. maintained for the purpose,
with full power of substitution in the premises.


       Dated:                           ________________________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of Warrant)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City)        (State)      (Zip Code)

       Signed in the presence of:

                                        ----------------------------------------
                                        (Signature of Transferee)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City)        (State)      (Zip Code)
       Signed in the presence of: