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             Merrill Lynch Non-Qualified Deferred Compensation Plan
                               Adoption Agreement
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Please complete the information requested in the Adoption Agreement to establish
the specific provisions of your plan. This document and the Merrill Lynch
Nonqualified Deferred Compensation Plan document govern the rights of Plan
participants and should, therefore, be disclosed to participants and retained as
part of your permanent records.

1.    Employer Information

A.    Name of Plan: Merrill Lynch Trust Co. FSB TTEE
                    --------------------------------
                    FBO Coffee Holding Co., Inc.
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B.    Name and address of employer sponsoring the Plan: Na Def Comp Plan/Gordon
      (Please provide employer's business name)

                           Coffee Holding Co., Inc
                           -----------------------
                           Business Name

                           4401 1st Avenue
                           ---------------
                           Address

                           Brooklyn, NY      11232-4201
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                           City    State      Zip Code

C.    Provide employer's primary contact for the Plan and telephone and fax
      numbers. Also include the employer's tax identification number.

                           Andrew Gordon
                           -------------
                           Primary Contact

                           800-458-2233     718-832-0892
                           -----------------------------
                           Telephone Number  Fax Number

                           11-223811
                           ---------
                           Employer Tax Identification Number (TIN)

D.    Give the first day of the 12-month period for which the employer pays
      taxes: NOV 01
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2.    Plan Information

A.    What is the effective date of the Plan: 12-31-04

B.    Plan Year End: December 31
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      Your "Plan Year" is the 12-consecutive month period for which you credit
elective and matching deferrals and keep Plan records. Enter the last day of
your Plan Year. For example, if you use the calendar year as your Plan Year,
enter "December 31." If you use a different 12-month period - for instance, if
your business ins on a fiscal year calendar - enter the last day of your fiscal
year, e.g., "July 31."


<PAGE>

3.    Eligible Employees

The following persons or classes of persons shall be Participants (enter the
names or positions of individuals eligible to participate or the criteria used
to identify Participants; e.g., "Those key employees of the Company selected by
the Compensation Committee of the Board of Directors").

         Andrew Gordon
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4.    Compensation

Compensation is used to determine the amount of Elective Deferrals a Participant
can elect Compensation under the Plan is defined as (select one):

|_| The Participant's wages, salaries, fees for professional services and other
amounts received (without regard to whether or not amount is paid in cash) for
personal services actually rendered in the course of employment with the
Employer or Affiliate to the extent that the amounts are includable in gross
income, including but not limited to commissions paid to salesmen, compensation
for services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, reimbursements, and expense
allowances, but not including those items excludable from the definition of
compensation under section 1.415-d(2)(3) of the Treasury Regulations

|_| The regular or base salary payable to the individual by the Employer or an
Affiliate, excluding commissions and bonuses.

|X| The cash compensation payable to the individual by the Employer or an
Affiliate, including any commissions and bonuses.

|_| The cash bonuses payable to the individual by the Employer or Affiliate, For
purposes of the Plan, Compensation will be determined before giving effect to
Elective Deferrals and other salary reduction amounts that are not included in
the participant's gross income under Code section 125, 401(k), 402(b) or 403(b).

5.    Contributions

A. Elective Deferrals. Participants may elect to reduce their Compensation and
have Elective Deferrals credited to their Accounts by making an election under
the Plan (which may be changed each year for later Plan Years as described in
the Plan), but no Participant may defer more than 50% (1 to 100%) of his or her
Compensation for a Plan Year.


<PAGE>

B. Matching Deferrals. If the Employer elects to match Elective Deferrals, you
must specify the determination period for which the Matching Deferral amounts
are to be contributed to the Trust, specify the matching rate and indicate the
amount of the Participant's Elective Deferral that will be matched. You may also
elect to decide each year whether Matching Deferrals will be made and, if so,
what that year's matching rate will be. For example, the Employer may decide to
credit a Matching Deferral of, for example, 50 cents for each dollar of a
Participant's Elective Deferrals, but limit the match to the first 5% of the
Compensation deferred by the Participant. If you want to set a maximum dollar
amount on the amount of Elective Deferrals that will be matched, insert the
dollar amount and interval over which that amount is to be measured. For
example, you could say that you will not match Elective Deferrals in excess of
$1,000 per month. Matching Deferrals can be made after each payroll period,
monthly, quarterly or annually, at the Employer's discretion. Matching Deferrals
will be subject to the vesting schedule selected in Item 6A.


Select One:

|X| No Matching Deferrals will be credited.

|_| The Employer will contribute to the Trust a Matching Deferral amount as
determined in this Item 5B as of the end of _____ each payroll period, _____
each calendar month, _____ each calendar quarter, or _____ each calendar year.
The Employer will credit Matching Deferrals for each Participant equal to __% of
the first __% of the Participant's Compensation which is elected as an Elective
Deferral, but no Matching Deferral will be made on Elective Deferrals in excess
of $________ per ________ (specify time period of applicable).

|_| The Employer will decide from year to year whether Matching Deferrals will
be made and will notify Participants annually of the manner in which Matching
Deferrals will be calculated for the subsequent year.

C. Discretionary Incentive Amounts. The Employer may at any time and from time
to time determine to credit the Account of a Participant with an amount
determined by the Employer in its sole and absolute discretion if the Employer
elects to do so in this Item 5C. If an affirmative election is made in this Item
5C, the purpose or purposes for authorizing a discretionary Incentive amount to
be credited to an Account of a Participant, the amount to be so credited, the
terms and conditions, if any, that may apply with respect to the crediting of
such amount, the "vesting" (as that term is defined in Section 6.1 of the Plan)
schedule that may apply with respect to the amount so credited, and the manner
in which such amount so credited shall be distributed shall be reflected in an
attachment to this Adoption Agreement.

The Employer hereby elects to be able to determine to credit the Account of a
Participant with a discretionary Incentive amount pursuant to and in accordance
with Section 4.3 of the Plan and this Item 5C:

                    |_| Yes                     |X| No


<PAGE>

6.    Vesting of Matching Deferrals and Discretionary Incentive Amounts

A.    Vesting Schedule for Matching Deferrals

      Indicate how the portion of a Participant's Account attributable to
      Matching Deferrals is to vest by selecting one of the following six
      vesting schedules:

      The following three options base the vesting of Matching Deferrals on a
      participant's Years of Service under the Plan:

         |X| 100% immediate

         |_| 100% after ______ Years of Service

         |_| 20% after ______ Years of Service and an addition 20% for each year
             thereafter

      The following two options base the vesting of Matching Deferrals on a
      Participant's Years of Service under the Plan performed after the Plan
      Year in which Matching Deferrals are credited (CLASS YEAR VESTING):

         |_| For Matching Deferrals in a given Plan Year, 100% after ______
         Years of Service performed beginning after the last day of the Plan
         Year in which the Matching Deferrals are credited.

         |_| For Matching Deferrals in a given Plan Year, 20% per Year of
         Service performed beginning after the last day of the Plan Year in
         which the Matching Deferrals are credited.

|_| Other vesting schedule (specify): __________________________________________

________________________________________________________________________________

B.    Vesting Schedule for Discretionary Incentive Amounts.

      Indicate how the portion of a Participant's Account attributable to the
      Discretionary Incentive Amounts is to vest.

      Unless otherwise specified by the Employer at the time a Discretionary
      Incentive Amount is made, Discretionary Incentive Amounts vest in
      accordance with the following schedule (select one):


<PAGE>

      The following three options base the vesting of Discretionary Incentive
      Amounts on a participant's Years of Service under the Plan

         |X| 100% immediate

         |_| 100% after ______ Years of Service

         |_| 20% after ______ Years of Service and an addition 20% for each year
             thereafter

The following two options base the vesting of Discretionary Incentive Amounts on
a Participant's Years of Service under the Plan performed after the Plan Year in
which Discretionary Incentive Amounts are credited (class year vesting):

         |_| For Discretionary Incentive Amounts in a given Plan year, 100%
         after ______ Years of Service performed beginning after the last day of
         the Plan Year in which the Discretionary Incentive Amounts are
         credited.

         |_| For Discretionary Incentive Amounts in a given Plan Year, 20% per
         Year of Service performed beginning after the last day of the Plan Year
         in which the Discretionary Incentive Amounts are credited.

|_| Other vesting schedule (specify): __________________________________________

________________________________________________________________________________


C.    Vesting Service

      Indicate whether you will give credit for vesting service for time spent
with a predecessor employer, and if so, specify the maximum number of years and
the type of predecessor service for which credit will be given. For vesting
purposes (select one):

         |X| Service with a predecessor employer will not be considered

         |_| Service (up to a maximum of _____ years) with the following
             employer(s) will be considered:

________________________________________________________________________________

________________________________________________________________________________


<PAGE>

7.    Accounts

If it is desired that the Trust assets be invested in accordance with
Participant's deemed investment elections, each Participant's Account balance
should be invested as a separate account. Otherwise, the Account balances of all
Participants may be invested as a single fund (select one):

         |_| Account balances are to be invested separately

         |X| Account balances are to be invested as a single fund

8.    Investments

Investment Direction. The Employer may direct the investment of Trust assets or
direct the Trustee to invest Trust assets in accordance with Participants'
deemed investment elections (select one):

         |X| Trust assets are to be invested in accordance with Participants'
         deemed investment elections made in accordance with the terms of the
         Plan, until further notice from the Employer

         |_| Trust assets are to be invested in accordance with the Employer's
         attached investment instructions, until further notice from the
         Employer

9.    Retirement Age

The Retirement Age under the Plan is age _47_. A Participant terminating
employment before Retirement Age for reasons other than death or Total and
Permanent Disability will not be entitled to receive any installment payments
elected on the Election Form.

10.  Withdrawals on Account of Unforeseeable Emergency

The Employer may permit a Participant to request to receive a distribution of
all or a portion of the "vested" amounts allocated to the Account of the
Participant in accordance with the provisions and requirements of Section 7.5 of
the Plan and this Item 10 if the Employer affirmatively elects to permit such
distributions in this Item 10.

The Employer hereby elects to permit withdrawals by a Participant of all or a
portion of the "vested" amounts allocated to the Account of the Participant in
the event of an "unforeseeable emergency" under the terms of the Plan:

                    |X| Yes                     |_| No

If the Employer elects to permit distributions in the event of an "unforeseeable
emergency" (as that term is defined in Section 7.5 of the Plan), a request for
such a distribution must be made by a Participant in accordance with the
requirements of Section 7.5, if an unforeseeable emergency is determined to have
occurred, the amount distributed to the Participant shall not exceed the maximum
amount permitted in Section 7.5, and if an amount is so distributed, Elective
Deferrals of the Participant will immediately terminate and the Participant may
not again elect to defer compensation under Section 4.1 of the Plan until
enrollment period for the Plan Year that begins at least twelve (12) months
after such distribution.


<PAGE>

11.   Administration

Plan Administrator. The Plan Administrator is legally responsible for the
operation of the Plan, including:

      >>    Keeping track of which employees are eligible to participate in the
            Plan and the date each employee becomes eligible to participate.

      >>    Maintaining Participant's Accounts, including all sub-accounts
            required for different contribution types and payment elections, and
            keeping track of all elections made by Participants under the Plan
            and any other relevant information.

      >>    Transmitting important communications to the Participants, and
            obtaining relevant information from Participants such as changes in
            investment selections.

      >>    Filing important reports required to be submitted to governmental
            agencies.

The Plan Administrator will be the person or persons identified below:

  Andrew Gordon
--------------------     --------------------------      -----------------------
Name                     Name                            Name

  President/CEO
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Title                    Title                           Title


<PAGE>

12.   Signatures

After reviewing the Adoption Agreement, enter the current date and the name of
the Employer. The signature of the Employer or the person signing for the
Employer must be witnessed. Note that the person signing for the Employer must
be authorized to do so, such as by a resolution of the Employer's board of
directors or governing bylaws.

While the Merrill Lynch Nonqualified Deferred Compensation Plan, including this
Adoption Agreement, has been designed in a manner to permit Participants to
defer federal income tax on amounts credited to their accounts until the amounts
are actually paid, neither Merrill Lynch, Pierce, Fenner & Smith Incorporated,
or the sponsor of this document, nor any of its affiliates ("Merrill Lynch")
provide any assurances of that result in the Employer's particular situation or
assume any responsibility in this regard. Please consult your tax advisor
regarding the tax consequences of this Plan to you and your employees and the
advisability of submitting this document to the Internal Revenue Service to
obtain a ruling concerning those consequences. In addition, please consult your
independent legal counsel with respect to securities law issues. By signing this
Adoption Agreement, the Employer acknowledges that no representations or
warranties as to the tax consequences to the Employer and Participants of the
operation of this Plan have been made by Merrill Lynch.

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NOTICE: This Plan document will need to be amended before December 31, 2005 to
comply with American Jobs Creation Act ("Act"). The Treasury Department is
expected to issue additional guidance with respect to the Act. Although plan
amendments are not yet required, the Plan must be operated in good faith
compliance with the Act.
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   Coffee Holding Co., Inc.
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Name of Employer (Print or Type)

         Andrew Gordon                                Justin Amirault
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By                                              WITNESS

         /s/ Andrew Gordon                            /s/ Justin Amirault
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Authorized Signature                            Signature

         President/CEO                                Analyst
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Print Name and Title                            Print Name and Title

         12-22-04                                     12-22-04
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Date                                            Date