CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            COFFEE HOLDING CO., INC.

      Pursuant to the  provisions of Nevada Revised  Statutes,  Title 7, Chapter
78, it is hereby certified that:

      FIRST: The name of the corporation (the  "corporation")  is Coffee Holding
Co., Inc. The corporation's  articles or incorporation  were filed on October 9,
1995. The original name of the corporation was Transpacific  International Group
Corp. The name was changed on May 27, 1998.

      SECOND:  The  Board of  Directors  of the  corporation  duly  adopted  the
following resolutions on February 10, 1998:

            "RESOLVED,  that it is  advisable  in the  judgment  of the Board of
            Directors of the corporation that the number of authorized shares of
            the  corporation  be increased and the  corporation be authorized to
            issue preferred stock with par value of $0.001 per share,  and that,
            in order to accomplish the same, Article "FOURTH" of the Articles of
            Incorporation be amended to read as follows:

            'FOURTH:  (i) The aggregate  number of shares which the  Corporation
            shall have authority to issue is 40,000,000, divided into 30,000,000
            shares  of common  stock of the par  value of  $0.001  per share and
            10,000,000  shares of preferred stock of the par value of $0.001 per
            share.

                  (ii)  The  Board  of  Directors  is  authorized,   subject  to
            limitations  prescribed  by law and the  provisions  of this Article
            "FOURTH,"  to provide for the  issuance  of the shares of  preferred
            stock in series, to establish from time to time the number of shares
            to be  included  in each such  series,  and to fix the  designation,
            powers, preferences and rights of the shares of each such series and
            the qualifications, limitations or restrictions thereof.

                  The  authority of the Board of Directors  with respect to each
            series shall include,  but not be limited to,  determination  of the
            following:

                  (a) The  number of shares  constituting  that  series  and the
            distinctive designation of that series;


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                  (b) The  divided  rate on the shares of that  series,  whether
            dividends shall be cumulative,  and, if so, from which date or date,
            and the relative rights of priority, if any, of payment of dividends
            on shares of that series;

                  (c) Whether that series shall have voting rights,  in addition
            to the voting rights  provided by law, and, if so, the terms of such
            voting rights;

                  (d) Whether that series shall have conversion privileges, and,
            if so,  the  terms  and  conditions  of such  conversion,  including
            provision for  adjustment of the  conversion  rate in such events as
            the Board of Directors shall determine;

                  (e)  Whether  or not  the  shares  of  that  series  shall  be
            redeemable, and, if so, the terms and conditions of such redemption,
            including  the  date or  dates  upon or after  which  they  shall be
            redeemable,  and the amount per share payable in case of redemption,
            which amount may vary under  different  conditions  and at different
            redemption rates;

                  (f)  Whether  that  series  shall have a sinking  fund for the
            redemption  or  purchase of shares of that  series,  and, if so, the
            terms and amount of such sinking fund;

                  (g) The  rights of the  shares of that  series in the event of
            voluntary or involuntary  liquidation,  dissolution or winding up of
            the  corporation,  and the relative  rights or priority,  if any, of
            payment of shares of that series;

                  (h) Any other relative rights,  preferences and limitations of
            that series.

                  Dividends on  outstanding  shares of preferred  stock shall be
            paid or  declared  and set apart for  payment  before any  dividends
            shall be paid or  declared  and set apart for  payment on the common
            shares with respect to the same dividend period.

                  If upon any voluntary or involuntary liquidation,  dissolution
            or  winding  up  of  the  corporation,   the  assets  available  for
            distribution  to holders of shares of preferred  stock of all series
            shall be  insufficient  to pay such  holders  the full  preferential
            amount  to which  they  are  entitled,  then  such  assets  shall be
            distributed  ratably  among the  shares of all  series of  preferred
            stock  in  accordance  with  the  respective   preferential  amounts
            (including unpaid cumulative dividends, if any) payable with respect
            thereto.'

            FURTHER  RESOLVED,  that a special  meeting of  stockholders  having
            voting power be and it is hereby  called and that notice be given in
            the manner  prescribed by the Bylaws of the  corporation  and Nevada
            Revised Statutes,  Title 7, Chapter 78, unless the said stockholders
            shall waive the notice of meetings in writing or unless


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<PAGE>

            all of said  stockholders  shall  dispense  with  the  holding  of a
            meeting  and shall take  action upon the  proposed  amendments  by a
            consent in writing signed by them; and

            FURTHER  RESOLVED,  that,  in the event  that the said  stockholders
            shall adopt for the aforesaid proposed amendments by a vote in favor
            thereof by at least a majority  of the voting  power or by a written
            consent in favor  thereof  signed by all of them  without a meeting,
            the  corporation  is hereby  authorized  to make by the hands of its
            President or a Vice  President  and by its Secretary or an Assistant
            Secretary a  certificate  setting forth the said  amendments  and to
            cause  the same to be filed  pursuant  to the  provisions  of Nevada
            Revised Statutes, Title 7, Chapter 78."

      THIRD:  The total number of outstanding  shares having voting power of the
corporation  is 3,999,650,  and the total number of votes entitled to be cast by
the holders of all of said outstanding shares is 3,999,650.

      FOURTH:  The holders of all of the aforesaid  total number of  outstanding
shares having voting power, to wit, 3,999,650 shares, dispensed with the holding
of a meeting of stockholders  and adopted the amendments  herein  certified by a
consent in writing  signed by all of them in accordance  with the  provisions of
Nevada Revised Statutes, Title 7, Section 78.320.

Signed on August 11, 1998

                                                     /s/ Andrew Gordon
                                                     ------------------------
                                                     Andrew Gordon, President

                                                     /s/ David Gordon
                                                     -----------------------
                                                     David Gordon, Secretary

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