T & O MANAGEMENT CORP.
----------------------
215 51st Street                                                   (718) 745-4100
Brooklyn, NY  11220

                                                     RE:  4425A 1st Ave
                                                          Brooklyn, N.Y.

Dear Mr. Gordon,

Please  take this letter as part of the Lease dated  October  1st,  1997 for the
above listed address.

Please note this letter is a Rider of the Lease.

Rider as follows:

      On the first day dated  October  1st,  to the date of  termination  of the
lease,  we relieve  all  responsibilities  to the Tenant for the  balance of the
years except the first twelve months. This Lease holds the Tenant responsible to
remain in building for the first twelve months and shall require  Tenant to give
sixty (60) days notice prior to the completion of the twelfth month.

Building shall not be subleased by any other company other than Coffee Holding.

This rider is in the  interest  of  maintain  Tenants  responsibility  to a time
limitation.

/s/ Sterling Gordon, Pres.                  /s/ A. Gallina
--------------------------                  ----------------
Coffee Holding                              T & O Management


<PAGE>

      THIS LEASE made the 15 day of August, 1997 between

T&O Management Corp.
215 51st Street, Brooklyn, NY 11220
hereinafter referred to as LANDLORD, and
Coffee Holding Co., Inc.
4401 First Avenue, Brooklyn, NY 11232

hereinafter jointly, severally and collectively referred to as TENANT.

      Witnesseth,  that the Landlord hereby leases to the Tenant, and the Tenant
hereby hires and takes from the Landlord

in the building known as 4425a First Avenue, Brooklyn, NY 11232 (7,500 sq. ft)

to be used and occupied by the Tenant as Warehouse

and for no other purpose, for a term to commence on September 1, 1997 and to end
on August 31, 2002,  unless sooner  terminated as hereinafter  provided,  at the
ANNUAL RENT of ($3,900.00 three thousand nine hundred dollars) per month

all payable in equal monthly instalments in advance on the first day of each and
every calendar month during said term, except the first instalment,  which shall
be paid upon the  execution  hereof,  and the Tenant  shall  give to  Landlord 2
months security deposit of Seven Thousand Eight Hundred Dollars ($7,800.00).

      THE TENANT JOINTLY AND SEVERALLY COVENANTS:

      FIRST: That the Tenant will pay the rent as above provided.

      SECOND:  That,  throughout said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements  to either:  make all  repairs in and about the same  necessary  to
preserve  them in good order and  condition,  which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury;  give prompt  notice to the Landlord of any fire that
may occur;  execute  and comply with all laws,  rules,  orders,  ordinances  and
regulations  at any time issued or in force (except those  requiring  structural
alterations),  applicable to the demised premises or to the Tenant's  occupation
thereof,  of the  Federal,  State and Local  Governments,  and of each and every
department,  bureau  and  official  thereof,  and of the New York  Board of Fire
Underwriters;  permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection,  and to exhibit  them for  purposes  of sale or  rental;  suffer the
Landlord to make repairs and  improvements to all parts of the building,  and to
comply with all orders and requirements of governmental  authority


<PAGE>

applicable to said building or to any occupation thereof; suffer the Landlord to
erect,  use,  maintain,  repair and  replace  pipes and  conduits in the demised
premises and to the floors above and below;  forever indemnify and save harmless
the Landlord for and against any and all liability, penalties, damages, expenses
and judgments  arising from injury during said term to person or property of any
nature,  occasioned wholly or in part by any act or acts,  omission or omissions
of the Tenant, or of the employees,  guests,  agents, assigns or underTenants of
the Tenant and also for any matter or thing growing out of the occupation of the
demised  premises  or of the  streets,  sidewalks  or vaults  adjacent  thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain  unmolested  in a  conspicuous  place
upon the exterior of the demised  premises;  repair, at or before the end of the
term, all injury done by the  installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised  premises with all
alterations, additions and improvements in good order and condition.

      THIRD:  That the  Tenant  will not  disfigure  or  deface  any part of the
building,  or suffer the same to be done,  except so far as may be  necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not  obstruct,  or permit the  obstruction  of the  street or the  sidewalk
adjacent thereto;  will not do anything,  or suffer anything to be done upon the
demised  premises  which  will  increase  the  rate of fire  insurance  upon the
building or any of its contents, or be liable to cause structural injury to said
building;  will not permit the accumulation of waste or refuse matter,  and will
not,  without the written  consent of the Landlord  first obtained in each case,
either  sell,  assign,  mortgage or transfer  this lease,  underlet  the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by  anybody  other  than  the  Tenant  and  the  Tenant's  employees,  make  any
alterations  in the  demised  premises,  use the  demised  premises  or any part
thereof for any purpose  other than the one first above  stipulated,  or for any
purpose deemed extra  hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls,  stairway or entrances to the building,  and will not erect or
inscribe  any sign,  signals  or  advertisements  unless and until the style and
location  thereof have been approved by the  Landlord;  and if any be erected or
inscribed  without such  approval,  the  Landlord may remove the same.  No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.

      IT IS MUTUALLY COVENANTED AND AGREED, THAT

      FOURTH:  If the demised  premises  shall be  partially  damaged by fire or
other  cause  without  the  fault  or  neglect  of  Tenant,  Tenant's  servants,
employees,  agents, visitors or licensees,  the damages shall be repaired by and
at the expense of Landlord and the rent until such  repairs  shall be made shall
be apportioned  according to the part of the demised premises which is usable by
Tenant.  But if such  partial  damage is due to the fault or  neglect of Tenant,
Tenant's servants,  employees,  agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer,  the damages shall be repaired by Landlord
but there shall be no  apportionment  or  abatement  of rent.  No penalty  shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord  and/or  Tenant and for  reasonable  delay on account of
"labor troubles",  or any other cause beyond Landlord's  control. If the demised
premises are totally damaged or are


                                     - 2 -
<PAGE>

rendered  wholly  unTenantable  by fire or other  cause,  and if Landlord  shall
decide not to restore or not to rebuild the same, or if the building shall be so
damaged that  Landlord  shall decide to demolish it or to rebuild it, then or in
any of such  events  Landlord  may,  within  ninety (90) days after such fire or
other  cause,  give Tenant a notice in writing of such  decision,  which  notice
shall be given as in Paragraph Twelve hereof provided, and thereupon the term of
this lease shall expire by lapse of time upon the third day after such notice is
given,  and Tenant shall vacate the demised  premises and  surrender the same to
Landlord.  If Tenant  shall not be in default  under this lease  then,  upon the
termination  of this lease under the  conditions  provided  for in the  sentence
immediately  preceding.  Tenant's  liability  for rent shall cease as of the day
following the casualty. Tenant hereby expressly waives the provisions of Section
227 of the Real  Property Law and agrees that the  foregoing  provisions of this
Article shall govern and control in lieu thereof.  If the damage or  destruction
be due to the fault or neglect of Tenant the debris  shall be removed by, and at
the expense of, Tenant.

      FIFTH:  If the whole or any part of the premises  hereby  demised shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required  for such public  purpose and without  apportionment  of
award,  the Tenant  hereby  assigning to the Landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned.

      SIXTH:  If, before the commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's  property,  or if
this lease or the estate of the Tenant  hereunder be  transferred  or pass to or
devolve upon any other person or corporation,  or if the Tenant shall default in
the  performance of any agreement by the Tenant  contained in any other lease to
the  Tenant by the  Landlord  or by any  corporation  of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated  and in that case,  neither the Tenant nor anybody  claiming under
the Tenant shall be entitled to go into possession of the demised  premises.  If
after the  commencement  of the term, any of the events  mentioned above in this
subdivision  shall occur,  or if Tenant shall make default in fulfilling  any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional  rent" or if the demised  premises  become  vacant or deserted,  the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall  continue to exist) the term under this
lease shall expire as fully and  completely  as if that day were the date herein
definitely  fixed for the  expiration  of the term and the Tenant will then quit
and surrender the demised premises to the Landlord,  but the Tenant shall remain
liable as hereinafter provided.

      If the Tenant  shall  make  default  in the  payment of the rent  reserved
hereunder,  or any item of "additional  rent" herein  mentioned,  or any part of
either or in making any other payment herein provided for, or if the notice last
above  provided  for shall  have been given and if the  condition  which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord  may  immediately,  or at any time  thereafter,  re-enter  the  demised
premises  and remove all persons and all or any  property  therefrom,  either by
summary dispossess proceedings,  or by any suitable action or proceeding at law,
or by force or otherwise,  without being liable to  indictment,  prosecution  or
damages therefor, and re-possess and enjoy said premise together with


                                     - 3 -
<PAGE>

all additions,  alterations and  improvements.  In any such case or in the event
that this lease be  "terminated"  before the  commencement of the term, as above
provided,  the  Landlord may either  re-let the demised  premises or any part or
parts thereof for the Landlord's own account,  or may, at the Landlord's option,
re-let the  demised  premises  or any part or parts  thereof as the agent of the
Tenant,  and receive the rents therefor,  applying the same first to the payment
of such expenses as the Landlord may have incurred,  and then to the fulfillment
of the  covenants  of the  Tenant  herein,  and  the  balance,  if  any,  at the
expiration of the term first above  provided  for,  shall be paid to the Tenant.
Landlord  may rent the  premises  for a term  extending  beyond the term  hereby
granted without releasing Tenant from any liability.  In the event that the term
of this lease shall expire as above in this  subdivision  "Sixth"  provided,  or
terminate by summary  proceedings  or otherwise,  and if the Landlord  shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the  premises be re-let,  the Tenant  shall  remain  liable for,  and the Tenant
hereby agrees to pay to the Landlord,  until the time when this lease would have
expired but for such termination or expiration,  the equivalent of the amount of
all of the rent and  "additional  rent"  reserved  herein,  less the  avails  of
reletting,  if any,  and the same shall be due and  payable by the Tenant to the
Landlord on the several  rent days above  specified,  that is, upon each of such
rent days the Tenant  shall pay to the Landlord  the amount of  deficiency  then
existing.  The Tenant hereby expressly waives any and all right of redemption in
case the Tenant  shall be  dispossessed  by  judgment or warrant of any court or
judge,  and the  Tenant  waives and will waive all right to trial by jury in any
summary proceedings  hereafter  instituted by the Landlord against the Tenant in
respect to the demised premises.  The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.

      In the event of a breach of threatened  breach by the Tenant of any of the
covenants or provisions  hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity,  as if re-entry,
summary proceedings and other remedies were not herein provided for.

      SEVENTH:  If the Tenant  shall  make  default  in the  performance  of any
covenant  herein  contained,  the  Landlord  may  immediately,  or at  any  time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of  mechanic's  lien be filed  against  the  demised  premises or against
premises of which the demised  premises are part,  for, or purporting to be for,
labor or material  alleged to have been furnished,  or to be furnished to or for
the Tenant at the demised  premises,  and if the Tenant  shall fail to take such
action as shall cause such lien to be discharged  within  fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings,  and in the event of such deposit
or bonding  proceedings,  the  Landlord  may require the lienor to  prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water,  electric  current or  sprinkler  supervisory  service,  and any  expense
incurred  or sum of money paid by the  Landlord  by reason of the failure of the
Tenant to comply with any  provision  hereof,  or in defending  any such action,
shall be deemed to be "additional rent" for the demised  premises,  and shall be
due and  payable  by the  Tenant  to the  Landlord  on the first day of the next
following  month,  or, at the  option of the  Landlord,  on the first day of any
succeeding  month.  The receipt by the Landlord of any instalment of the regular
stipulated rent


                                     - 4 -
<PAGE>

hereunder  or any of said  "additional  rent" shall not be a waiver of any other
"additional rent" then due.

      EIGHTH:  the  failure  of the  Landlord  to  insist,  in any  one or  more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option  herein  contained,  shall not be construed as a waiver or a
relinquishment  for the future of such  covenant  or option,  but the same shall
continue  and remain in full force and effect.  The  receipt by the  Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such  breach and no waiver by the  Landlord  of any  provision  hereof
shall be deemed to have been made unless  expressed in writing and signed by the
Landlord.  Even though the Landlord  shall  consent to an  assignment  hereof no
further  assignment  shall be made  without  express  consent  in writing by the
Landlord.

      NINTH: If this lease be assigned,  or if the demised  premises or any part
thereof be underlet or  occupied by anybody  other than the Tenant the  Landlord
may collect rent from the assignee,  under-Tenant or occupant, and apply the net
amount  collected to the rent herein  reserved,  and no such collection shall be
deemed a waiver of the covenant herein against  assignment and underletting,  or
the acceptance of the assignee, under-Tenant or occupant as Tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.

      TENTH:  This lease shall be subject and  subordinate at all times,  to the
lien of the mortgages now on the demised  premises,  and to all advances made or
hereafter to be made upon the security  thereof,  and subject and subordinate to
the lien of any mortgage or mortgages  which at any time may be made a lien upon
the  premises.  The Tenant will execute and deliver such further  instrument  or
instruments  subordinating  this  lease  to the  lien of any  such  mortgage  or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.

      ELEVENTH:  All  improvements  made by the  Tenant  to or upon the  demised
premises,  except said trade fixtures,  shall when made, at once be deemed to be
attached to the freehold,  and become the property of the  Landlord,  and at the
end or other  expiration of the term, shall be surrendered to the Landlord in as
good  order  and  condition  as they were when  installed,  reasonable  wear and
damages by the elements excepted.

      TWELFTH: Any notice or demand which under the terms of this lease or under
any  statute  must or may be given  or made by the  parties  hereto  shall be in
writing  and  shall  be  given  or made by  mailing  the  same by  certified  or
registered  mail addressed to the respective  parties at the addresses set forth
in this lease.

      THIRTEENTH:  The  Landlord  shall not be liable  for any  failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for  injury or damage to person or  property  caused by the  elements  or by
other  Tenants  or persons in said  building,  or  resulting  from  steam,  gas,
electricity,  water,  rain or snow, which may leak or flow from any part of said
buildings,  or from the pipes, appliances or plumbing works of the same, or from
the street


                                     - 5 -
<PAGE>

or  sub-surface,  or from any other place,  nor for  interference  with light or
other incorporeal hereditaments by anybody other than the Landlord, or caused by
operations by or for a governmental  authority in  construction of any public or
quasi-public work, neither shall the Landlord be liable for any latent defect in
the building.

      FOURTEENTH:  No  diminution  or abatement of rent,  or other  compensation
shall be claimed or allowed for  inconvenience  or  discomfort  arising from the
making of repairs or improvements to the building or to its appliances,  nor for
any space taken to comply  with any law,  ordinance  or order of a  governmental
authority.  In respect to the various  "services," if any,  herein  expressly or
impliedly  agreed to be furnished  by the  Landlord to the Tenant,  it is agreed
that  there  shall be no  diminution  or  abatement  of the  rent,  or any other
compensation,  for  interruption  or  curtailment  of such  "service"  when such
interruption  or  curtailment  shall be due to accident,  alterations or repairs
desirable or necessary  to be made or to  inability  or  difficulty  in securing
supplies or labor for the  maintenance of such "service" or to some other cause,
not  gross  negligence  on the  pat of the  Landlord.  No such  interruption  or
curtailment of any such "service" shall be deemed a constructive  eviction.  The
Landlord shall not be required to furnish,  and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in  default  in  respect to the  payment  of rent.  Neither  shall  there be any
abatement or  diminution of rent because of making of repairs,  improvements  or
decorations  to the  demised  premises  after  the  date  above  fixed  for  the
commencement  of the term, it being  understood  that rent shall,  in any event,
commence to run at such date so above fixed.

      FIFTEENTH:  The Landlord may  prescribe and regulate the placing of safes,
machinery,  quantities of  merchandise  and other things.  The Landlord may also
prescribe  and  regulate  which  elevator  and  entrances  shall  be used by the
Tenant's  employees,  and for the Tenant's shipping.  The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the  preservation  of good order  therein.  The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.

      SIXTEENTH:  In the event that an excavation  shall be made for building or
other  purposes  upon  land  adjacent  to  the  demised  premises  or  shall  be
contemplated  to be made,  the  Tenant  shall  afford to the  person or  persons
causing or to cause such excavation,  license to enter upon the demised premises
for the  purpose of doing such work as said  person or persons  shall deem to be
necessary  to  preserve  the wall or walls,  structure  or  structures  upon the
demised premises from injury and to support the same by proper foundations.

      SEVENTEENTH:  No vaults  or space  not  within  the  property  line of the
building  are  leased  hereunder.  Landlord  makes no  representation  as to the
location of the property  line of the  building.  Such vaults or space as Tenant
may be permitted  to use or occupy are to be used or occupied  under a revocable
license and if such  license be revoked by the Landlord as to the use of part or
all of the  vaults or space  Landlord  shall not be  subject  to any  liability;
Tenant shall not be entitled to any  compensation or reduction in rent nor shall
this be  deemed  constructive  or  actual  eviction.  Any tax,  fee or charge of
municipal  or other  authorities  for such  vaults or space shall be paid by the
Tenant for the period of the Tenant's use or occupancy thereof.


                                     - 6 -
<PAGE>

      EIGHTEENTH:  That during seven months prior to the  expiration of the term
hereby granted,  applicants shall be admitted at all reasonable hours of the day
to view the premises until rented;  and the Landlord and the  Landlord's  agents
shall be  permitted at any time during the term to visit and examine them at any
reasonable  hour of the day, and workmen may enter at any time,  when authorized
by the Landlord or the Landlord's  agents, to make or facilitate  repairs in any
part of the building;  and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible  hereunder,  the Landlord or the
Landlord's  agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord  reasonable care to the Tenant's
property) and without in any manner  affecting the  obligations and covenants of
this lease;  it is, however,  expressly  understood that the right and authority
hereby  reserved,  does not  impose,  nor does the  Landlord  assume,  by reason
thereof,  any responsibility or liability whatsoever for the care or supervision
of said premises,  or any of the pipes,  fixtures,  appliances or  appurtenances
therein contained or therewith in any manner connected.

      NINETEENTH:  The  Landlord  has made no  representations  or  promises  in
respect to said  building  or to the demised  premises  except  those  contained
herein,  and those,  if any,  contained  in some  written  communication  to the
Tenant,  signed by the Landlord.  This instrument may not be changed,  modified,
discharged or terminated orally.

      TWENTIETH: If the Tenant shall at any time be in default hereunder, and if
the Landlord shall institute an action or summary  proceeding against the Tenant
based upon such  default,  then the Tenant will  reimburse  the Landlord for the
expense of attorneys' fees and  disbursements  thereby incurred by the Landlord,
so far as the same are reasonable in amount. Also so long as the Tenant shall be
a Tenant hereunder the amount of such expenses shall be deemed to be "additional
rent"  hereunder  and shall be due from the Tenant to the  Landlord on the first
day of the month following the incurring of such respective expenses.

      TWENTY-FIRST:  Landlord shall not be liable for failure to give possession
of the premises upon  commencement  date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason: in such event the
rent shall not commence until possession is given or is available,  but the term
herein shall not be extended.

      THE TENANT FURTHER COVENANTS:

      TWENTY-SECOND:  If the demised premises or any part thereof,  consist of a
store,  or of a first floor,  or of any part  thereof,  the Tenant will keep the
sidewalk  and curb in front  thereof  clean at all  times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the same.

      TWENTY-THIRD:  If by reason of the conduct upon the demised  premises of a
business  not herein  permitted,  or if by reason of the  improper  or  careless
conduct of any business upon or use of the demised premises,  the fire insurance
rate shall at any time be higher  than it  otherwise  would be,  then the Tenant
will reimburse the Landlord, as additional rent hereunder, for that part


                                     - 7 -
<PAGE>

of all fire  insurance  premiums  hereafter paid out by the Landlord which shall
have been charged  because of the conduct of such business not so permitted,  or
because of the improper or careless  conduct of any business  upon or use of the
demised  premises,  and will make such  reimbursement  upon the first day of the
month  following such outlay by the Landlord;  but this covenant shall not apply
to a premium for any period  beyond the  expiration  date of this  lease,  first
above specified. In any action or proceeding wherein the Landlord and Tenant are
parties,  a  schedule  or "make  up" of rate  for the  building  on the  demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises,  shall be prima
facie  evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.

      TWENTY-FOURTH:  If a separate  water  meter be  installed  for the demised
premises,  or any part thereof,  the Tenant will keep the same in repair and pay
the charges made by the  municipality  or water supply company for or in respect
to the  consumption of water,  as and when bills  therefor are rendered.  If the
demised  premises,  or any part thereof,  be supplied with water through a meter
which supplies other premises,  the Tenant will pay to the Landlord, as and when
bills are  rendered  therefor,  the Tenant's  proportionate  part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed  by  apportioning  the  respective  charge  according  to said  meter,  as
indicated by said meter. Such  proportionate part shall be fixed by apportioning
the respective  charge according to floor area against all of the rentable floor
area in the building  (exclusive of the basement) which shall have been occupied
during the period of the respective charges, taking into account the period that
each part of such area was occupied. Tenant agrees to pay as additional rent the
Tenant's  proportionate  part,  determined  as  aforesaid,  of the sewer rent or
charge imposed or assessed upon the building of which the premises are a part.

      TWENTY-FIFTH:  That the Tenant will  purchase  from the  Landlord,  if the
Landlord shall so desire,  all electric  current that the Tenant requires at the
demised  premises,  and will pay the  Landlord  for the same,  as the  amount of
consumption  shall be indicated by the meter  furnished  therefor.  The price of
said current shall be the same as that charged for  consumption  similar to that
of the  Tenant  by the  company  supplying  electricity  in the same  community.
Payments  shall be due as and when bills  shall be  rendered.  The Tenant  shall
comply with like rules,  regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.

      TWENTY-SIXTH:  If there now is or shall be  installed  in said  building a
"sprinkler  system"  the  Tenant  agrees to keep the  appliances  thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire  Underwriters  or the New York Fire  Insurance  Exchange  or any bureau,
department or official of the State or local  government  requires or recommends
that any changes,  modifications,  alterations or additional  sprinkler heads or
other equipment be made or supplied by reason of the Tenant's  business,  or the
location  of  partitions,  trade  fixtures,  or other  contents  of the  demised
premises, or if such changes, modifications,  alterations,  additional sprinkler
heads or other  equipment in the demised  premises are  necessary to prevent the
imposition  of a penalty or charge  against the full  allowance  for a sprinkler
system  in the fire  insurance  rate as fixed by said  Exchange,  or by any Fire
Insurance


                                     - 8 -
<PAGE>

      Company,  the Tenant will at the Tenant's own expense,  promptly  make and
supply such changes, modifications,  alterations,  additional sprinkler heads or
other  equipment.  As  additional  rent  hereunder  the  Tenant  will pay to the
Landlord,  annually in advance,  throughout the term $       toward the contract
price for sprinkler supervisory service.

      TWENTY-SEVENTH:  The sum of Dollars is deposited by the Tenant herein with
the  Landlord  herein  as  security  for  the  faithful  performance  of all the
covenants  and  conditions  of the  lease  by the  said  Tenant.  If the  Tenant
faithfully  performs  all  the  covenants  and  conditions  on  his  part  to be
performed, then the sum deposited shall be returned to said Tenant.

      TWENTY-EIGHTH:  This  lease is  granted  and  accepted  on the  especially
understood  and agreed  condition  that the Tenant will  conduct his business in
such a manner,  both as regards noise and kindred nuisances,  as will in no wise
interfere  with,  annoy,  or disturb any other Tenants,  in the conduct of their
several  businesses,  or the Landlord in the  management of the building;  under
penalty of forfeiture of this lease and consequential damages.

      TWENTY-NINTH:  The Landlord hereby recognizes as the broker who negotiated
and consummated  this lease with the Tenant herein,  and agrees that if, as, and
when the Tenant  exercises the option,  if any,  contained  herein to renew this
lease, or fails to exercise the option, if any, contained therein to cancel this
lease,  the Landlord will pay to said broker a further  commission in accordance
with the rules and commission rates of the Real Estate Board in the community. A
sale,  transfer,  or other disposition of the Landlord's  interest in said lease
shall not operate to defeat the Landlord's obligation to pay the said commission
to the said broker. The Tenant herein hereby represents to the Landlord that the
said  broker is the sole and only broker who  negotiated  and  consummated  this
lease with the Tenant.

      THIRTIETH: The Tenant agrees that it will not require, permit, suffer, nor
allow the cleaning of any window,  or windows,  in the demised premises from the
outside  (within  the  meaning  of  Section  202 of the Labor  Law)  unless  the
equipment and safety  devices  required by law,  ordinance,  regulation or rule,
including,  without  limitation,  Section  202 of the New York  Labor  Law,  are
provided  and used,  and  unless  the rules,  or any  supplemental  rules of the
Industrial  Board of the  State of New York are  fully  complied  with;  and the
Tenant hereby agrees to indemnify the Landlord,  Owner,  Agent,  Manager  and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing any window,  or windows in the demised  premises to be cleaned from the
outside in violation of the  requirements  of the  aforesaid  laws,  ordinances,
regulations and/or rules.

      THIRTY-FIRST:  The invalidity or unenforceability of any provision of this
lease  shall in no way  affect  the  validity  or  enforceability  of any  other
provision hereof.

      THIRTY-SECOND:  In order to avoid delay,  this lease has been prepared and
submitted to the Tenant for signature with the  understanding  that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.


                                     - 9 -
<PAGE>

      THIRTY-THIRD:  The Tenant will keep clean and  polished  all metal,  trim,
marble and  stonework  which are a part of the exterior of the  premises,  using
such  materials and methods as the Landlord may direct,  and if the Tenant shall
fail to comply with the  provisions  of this  paragraph,  the Landlord may cause
such work to be done at the expense of the Tenant.

      THIRTY-FOURTH: The Landlord shall replace at the expense of the Tenant any
and all broken glass in the skylights,  doors and walls in and about the demised
premises.  The  Landlord  may insure  and keep  insured  all plate  glass in the
skylights,  doors and walls in the demised premises,  for and in the name of the
Landlord and bills for the premiums  therefor  shall be rendered by the Landlord
to the Tenant at such times as the Landlord may elect, and shall be due from and
payable by the Tenant when  rendered,  and the amount thereof shall be deemed to
be, and shall be paid as, additional rent.

      THIRTY-FIFTH:  This  lease  and  the  obligation  of  Tenant  to pay  rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in nowise be affected,  impaired or excused
because  Landlord  is unable to supply or is delayed in  supplying  any  service
expressly  or  impliedly  to be supplied or is unable to make,  or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental  preemption in connection with a
National  Emergency  declared  by the  President  of  the  United  States  or in
connection  with any rule,  order or regulation of any department or subdivision
thereof of any  government  agency or by reason of the  conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

      FIRST:  That if and so long as the  Tenant  pays the rent and  "additional
rent"  reserved  hereby,  and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises,  subject,  however,
to the terms of this  lease,  and to the  mortgages  above  mentioned,  provided
however,  that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.

      SECOND:  Subject to the  provisions  of Paragraph  "Fourteenth"  above the
Landlord will furnish the following  respective serves: (a) Elevator service, if
the building shall contain an elevator or elevators,  on all days except Sundays
and  holidays,  from       A.M. to       P.M.;  (b) Heat,  during the same hours
on the same days in the cold season in each year.

      And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties  hereto and upon
their respective successors, heirs, executors and administrators.


                                     - 10 -
<PAGE>

      IN WITNESS WHEREOF,  the Landlord and Tenant have respectively  signed and
sealed these presents the day and year first above written.

                                  /s/ Anthony Gallina                   [L.S.]
                                  --------------------------------------------
                                  T&O Management Corp.
                                  Anthony Gallina, Pres.

IN PRESENCE OF:

                                  /s/  Sterling Gordon                  [L.S.]
                                  --------------------------------------------
                                  Coffee Holding Co., Inc.      Tenant
                                  Sterling Gordon, Pres.


                                     - 11 -
<PAGE>

                      RIDER TO LEASE FOR 4425a First Avenue
                      -------------------------------------

THIRTY-SIXTH:  The Tenant  shall  neither  encumber nor obstruct the sidewalk in
front of,  entrance to, or halls and stairs of said premise,  nor allow the same
to be obstructed  or  encumbered  in any manner.  The Tenant shall not place any
vehicles,  trucks,  equipment  etc.  on the  sidewalk  premise  or any  adjacent
sidewalk or facade of adjacent premises.

THIRTY-SEVENTH:  The Tenant shall keep the sidewalk free and clear of ice, snow,
debris, garbage,  automotive parts, oil, lubricants,  etc. The Tenant shall keep
the sidewalk broom swept.

THIRTY-EIGHTH: The Tenant shall be solely responsible and liable for all tickets
and violations from all City, State and Federal agencies.

THIRTY-NINTH:  The Tenant's sign for the outside of the building shall be at the
Landlord's  discretion  with  regards to size and color and must be  approved by
Landlord prior to installation.

FORTIETH:  The Tenant shall provide gas and  electricity for the leased premises
at his own cost and expense.  Water usage will be metered and Landlord  will pay
for "normal" usage only (toilets,  sinks),  Tenant is responsible  for any other
usage. Tenant will notify Landlord immediately if any leaks are discovered.

FORTY-FIRST:  Should  there be an  increase in the New York City Real Estate tax
after the  inception  date  within  the lease,  then the  Tenant  shall pay such
increase to the Landlord after due notice and demand.

FORTY-SECOND:  The Tenant shall provide  public  liability  and property  damage
insurance for the leased  premises with minimum limits of Five Hundred  Thousand
Dollars  ($500,000.00)  CSL with the  Landlord  named as an insured and with the
premium paid by the Tenant.

FORTY-THIRD:  It is understood that the Tenant became aware of the  availability
of the leased  premises  through  direct  contact  with the Landlord and that no
broker was involved.

FORTY-FIFTH:  The Tenant shall be  responsible  for all overhead  doors,  doors,
hardware,  glass,  & plumbing  fixtures.  Any damage shall be  replaced/repaired
immediately or owner will make necessary repairs and bill Tenant.

FORTY-SIXTH: The Tenant shall be responsible for any/all costs for architectural
fees,  permits,  inspections,   city/state  agencies  fees,  etc.  to  obtain  a
Certificate  of  Occupancy  to conduct  business for the lease and rider for the
above listed premise.

FORTY-SEVENTH:  It is understood that the Tenant is leasing the premise "as is."
If there are any Governmental  Agencies'  requirements  such as: Oil Separators,
Freon collectors, Fire extinguishing systems, Back flow preventors, etc. It will
be the Tenants sole responsibility to file, approve,  and at Tenants own cost to
include into the building known as 4425a First Avenue.


<PAGE>

FORTY-EIGHTH:  Tenant  understands  that  building  will be leased  "as is" upon
commencement  of  lease.  There  are no  additional  work  orders  to be done by
Landlord in conjunction with the premise 4425a First Avenue, Brooklyn, NY 11232.

FORTY-NINTH:  Tenant shall have the right to extend this lease for an additional
two year renewal term through  September 1, 2002,  upon written notice given not
less than ninety  days prior to the  expiration  of the term of this lease.  The
annual  rent for each  year of the  renewal  term  shall be  subject  to a seven
percent (7%) increase over the prior year.

/s/ Sterling Gordon                               /s/ Anthony Gallina
---------------------------------                 ------------------------------
Tenant - Coffee Holding Co., Inc.                 T&O Management Corp., Landlord
                                                  Anthony Gallina, Pres.

                                     - 2 -