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<SEC-DOCUMENT>0000891092-04-000828.txt : 20040220
<SEC-HEADER>0000891092-04-000828.hdr.sgml : 20040220
<ACCEPTANCE-DATETIME>20040219173958
ACCESSION NUMBER:		0000891092-04-000828
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20040204
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040220

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COFFEE HOLDING CO INC
		CENTRAL INDEX KEY:			0001007019
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				113860760
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-00588-NY
		FILM NUMBER:		04617202

	BUSINESS ADDRESS:	
		STREET 1:		4401 FIRST AVENUE
		STREET 2:		STE 1507
		CITY:			BROOKLYN
		STATE:			NY
		ZIP:			11232
		BUSINESS PHONE:		7188320800

	MAIL ADDRESS:	
		STREET 1:		4401 FIRST AVENUE
		STREET 2:		STE 1507
		CITY:			BROOKLYN
		STATE:			NY
		ZIP:			11232

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TRANSPACIFIC INTERNATIONAL GROUP CORP
		DATE OF NAME CHANGE:	19960201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e16969_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

       Date of report (Date of earliest event reported): February 4, 2004

                            COFFEE HOLDING CO., INC.
             (Exact name of registrant as specified in its charter)

            Nevada                     333-00588-NY              11-223811
(State or other jurisdiction of      (Commission File          (IRS Employer
        incorporation)                    Number)            Identification No.)

                4401 First Avenue, Brooklyn, New York 11232-0005
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (718) 832-0800

                                 Not Applicable
          (Former name or former address, if changed since last report)

================================================================================
<PAGE>

Item 2. Acquisition or Disposition of Assets

      On February 4, 2003, Coffee Holding Co., Inc. ("Coffee Holding"), a Nevada
Corporation,  acquired  certain assets of Premier  Roasters LLC  ("Premier"),  a
Delaware  limited  liability  company  pursuant to an Asset Purchase  Agreement,
dated  February  4,  2004,  by and  between  Coffee  Holding  and  Premier  (the
"Agreement")  which is  attached  as  exhibit  2.1 to this  report.  The  assets
purchased  by  Coffee  Holding  include  all of  the  equipment,  furniture  and
fixtures, owned or used by Premier, located at Premier's La Junta and Rocky Ford
locations and all labels, finished and unfinished, for all coffee products owned
by Premier (together, the "Assets").

      Coffee  Holding  purchased  the Assets for  $825,000  cash (the  "Purchase
Price") that was available for general corporate purposes.  Coffee Holding based
its Purchase Price upon an independent,  third party appraisal of the Assets and
the funds were paid to secured creditors of Premier.

      In connection with the Agreement,  Coffee Holding has reached an agreement
with the City of La Junta,  Colorado to lease the facility  formerly operated by
Premier.  Coffee Holding expects to begin operating in its new La Junta facility
within the next two weeks.  Coffee  Holding  intends to use the Assets in the La
Junta  facility to expand its  integrated  wholesale  coffee  roaster and dealer
operations to the western United States.

      As a condition to its obligations under the Agreement, Coffee Holding also
entered  into a  licensing  agreement  with Del Monte  Corporation,  a  Delaware
Corporation  ("Del  Monte"),  for  the  exclusive  right  to use  the S&W and IL
CLASSICO  trademarks  in the United States in  connection  with the  production,
manufacture and sale of roasted whole bean and ground coffee for distribution at
the retail distribution level.

Item 5. Other Events

      On February 10, 2004,  Coffee  Holding  issued a press release  announcing
that it had  entered  into the Asset  Purchase  Agreement  with  Premier and the
Licensing Agreement with Del Monte. The press release is attached to this report
as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

      (a)   Financial statements.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.
<PAGE>

      (c)   The following exhibits are furnished with this Report:

      Exhibit No.         Description
      -----------         -----------

      2.1       Asset Purchase Agreement, dated February 4, 2004, by and between
                Coffee Holding Co., Inc. and Premier Roasters LLC.

      99.1      Press Release, dated February 10, 2004.
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    COFFEE HOLDING CO., INC.

                                    By:    /s/ Andrew Gordon
                                           -------------------------------------
                                    Name:  Andrew Gordon
                                    Title: President and Chief Executive Officer

Date: February 19, 2004
<PAGE>

                                  EXHIBIT INDEX

    Exhibit No.               Description
    -----------               -----------

      2.1       Asset Purchase Agreement, dated February 4, 2004, by and between
                Coffee Holding Co., Inc. and Premier Roasters LLC.

      99.1      Press Release, dated February 10, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>e16969ex2_1.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
                                                                     Exhibit 2.1

                            ASSET PURCHASE AGREEMENT

      AGREEMENT,  dated this 4th day of February,  2004,  by and between  Coffee
Holding Co., Inc., a Nevada  corporation  ("Buyer") and Premier  Roasters LLC, a
Delaware limited liability company ("Seller").

RECITALS:

      This  Agreement  is  made  with  reference  to  the  following  facts  and
circumstances:

      (a)   Seller  owns  certain  assets  used in  connection  with its  coffee
            business  and  operations  located at La Junta,  Colorado  and Rocky
            Ford, Colorado (the "Facilities").

      (b)   Seller  desires  to sell  certain  of its  assets to Buyer and Buyer
            desires to purchase  such assets from  Seller,  all on the terms and
            conditions contained herein.

AGREEMENT:

      In consideration of the foregoing recitals which are incorporated with and
are made a part of this Agreement,  and in further  consideration  of the mutual
covenants  and  agreements  hereinafter  contained,  the parties  hereto  agree,
subject to the terms and conditions hereinafter set forth, as follows:

      1. Sale of Properties and Assets. Seller hereby sells,  conveys,  assigns,
transfers  and  delivers  to Buyer,  free and  clear of all  liens,  claims  and
encumbrances,  the following described  properties and assets  (collectively the
"Assets"):

            1.1   Equipment. All installed and uninstalled equipment,  furniture
                  and fixtures owned or used by the Seller, presently located at
                  the  Facilities,  including  but not  limited to those  assets
                  described on Exhibit 1.1 attached  hereto,  and all  additions
                  thereto,  replacements  thereof, and substitutions  therefore,
                  wherever  located,  relating  to  any of  the  foregoing  (the
                  "Equipment").

            1.2   Labels.  All labels,  both  finished and  unfinished,  for all
                  coffee products currently owned by Seller (the "Labels").

            1.3   Records.  All  customer  lists,  software  (to the  extent the
                  software can be assigned), sales records, purchase records and
                  other books and records,  all sales and administrative  assets
                  owned by Seller.

      2. Excluded Assets; Liabilities.

            2.1   Excluded Assets. Buyer shall not purchase any assets of Seller
                  other  than those  described  in Section 1 above and shall not
                  purchase or assume any


                                      -1-
<PAGE>

                  contract or agreement other than those contracts  described in
                  Exhibit 2.1 (the "Contracts").

            2.2   Liabilities.  Buyer does not assume and shall not be deemed to
                  have assumed any liability or obligation of Seller  including,
                  but not limited to:

                  2.2.1 Any  liability  or  obligation  of Seller  for any taxes
                        (including interest and penalties thereon) imposed on or
                        measured  by  Seller's  income for any period or periods
                        ending  before  or  after  the  date  hereof,  including
                        foreign,  federal,  state and local income taxes, or any
                        liability or  obligation  of Seller for any  withholding
                        taxes, Social Security taxes, unemployment taxes, excise
                        taxes,  capital  stock taxes,  sales  taxes,  use taxes,
                        gross receipt taxes or other foreign,  federal, state or
                        local taxes of any nature (including all penalties) with
                        respect to any time period;

                  2.2.2 Any  liability or  obligation of Seller for any accounts
                        payable or under any loan agreement,  lease agreement or
                        any other  contract or  agreement  (except as  otherwise
                        specifically provided for herein);

                  2.2.3 Any liability or obligation of Seller  arising out of or
                        resulting  from  any  breach  by  Seller  of any  lease,
                        contract or other  agreement to which Seller is a party,
                        whether  or not such  agreements  are  assumed  by Buyer
                        hereunder;

                  2.2.4 Any liability or obligation of Seller  arising out of or
                        resulting  from any  violation by Seller of any foreign,
                        federal,  state or local laws or regulations  including,
                        without  limitation,  environmental laws and regulations
                        or from the sale by Seller of any product;

                  2.2.5 Any liability or obligation  arising out of or resulting
                        from any release or disposal by Seller of any  Hazardous
                        Substances,  Pollutants or Contaminants  (as these terms
                        are   defined   under   applicable   federal  and  state
                        environmental laws);

                  2.2.6 Any claims, actions, suits,  proceedings,  arbitrations,
                        consent decrees,  product claims or litigation  relating
                        to, or resulting from, actions or omissions of Seller;

                  2.2.7 Any   liabilities   for   defective   product,   product
                        replacements, allowances, warranties (whether express or
                        implied) and refunds for damaged,  defective or returned
                        product provided by Seller;

                  2.2.8 Any and all workers'  compensation  (including,  without
                        limitation,   weekly  benefits,  medical  rehabilitation
                        expenses  and any other  expenses or  obligations)  with
                        respect  to  injuries  or  illnesses   suffered


                                      -2-
<PAGE>

                        by any  employee of Seller  resulting  from  occurrences
                        prior to the Closing Date, whether known or unknown,  as
                        of the Closing Date; or

                  2.2.9 Any and all  liabilities or obligations for all employee
                        matters,  severance,  termination or similar obligations
                        of Seller or any of its  predecessors  or  affiliates or
                        resulting  from  the  consummation  of the  transactions
                        contemplated herein including,  without limitation,  any
                        liability  resulting from or arising in connection  with
                        the Union Contract (as defined in Section 8.13 below) or
                        resulting or in connection with any multi-employer  plan
                        as defined in Section  3(37) of the Employee  Retirement
                        Income  Security Act of 1974,  as amended  ("ERISA") and
                        any liability,  fines and/or penalties resulting from or
                        arising in  connection  with the Worker  Adjustment  and
                        Retraining Notification Act ("WARN Act") and all similar
                        state statutes.

      3.  Consideration  Payable  to Seller by Buyer.  Subject  to the terms and
conditions of this  Agreement,  and in  consideration  of the sale,  conveyance,
assignment,  transfer and delivery by Seller of the Assets pursuant to Section 1
hereof, Buyer agrees as follows:

            3.1   Assumption  of  Contracts.  Buyer  does not assume or agree to
                  pay,  perform and discharge any of the  obligations  of Seller
                  accruing  before or on the  Closing  Date with  respect to the
                  Contracts.

            3.2   Purchase  Price for the  Assets.  The  purchase  price for the
                  Assets described in Section 1 (the "Purchase  Price") shall be
                  an amount equal to $825,000.

            3.3   Payment of Purchase  Price.  At  Closing,  Buyer shall pay, in
                  immediately  available  funds,  an  aggregate  cash payment of
                  $820,000 (the "Payment"),  which shall be allocated among, and
                  paid  directly to, the parties  shown on the payment  schedule
                  attached  hereto as Exhibit 3.3.1 (the "Payment  Schedule") in
                  the  respective  amounts  shown on the Payment  Schedule.  The
                  remaining $5,000 (the "Escrow Amount") shall be held in escrow
                  with an escrow agent  designated by Buyer (the "Escrow Agent")
                  pursuant to an Escrow Agreement in the form attached hereto as
                  Exhibit  3.3.2  (the  "Escrow   Agreement")   to  satisfy  any
                  indemnity or other claims by Buyer  against  Seller,  provided
                  that any portion of the Escrow  Amount which remains in escrow
                  after sixty (60) days after the Closing Date and against which
                  no claims  have been made shall be released to the party shown
                  as "Escrow Amount Beneficiary" on the Payment Schedule.

            3.4   Allocation of Purchase  Price.  The parties  hereto agree that
                  the  Purchase  Price  shall  be  allocated  to the  Assets  in
                  accordance  with  Exhibit  3.4  hereto.   The  parties  hereto
                  acknowledge  that such  allocation  represents the fair market
                  value of the  Assets  and shall be  binding  upon the  parties
                  hereto  for


                                      -3-
<PAGE>

                  federal and state tax purposes. Each party covenants to report
                  gain or loss or cost  basis,  as the case may be,  in a manner
                  consistent   with  Exhibit  3.4  for  federal  and  state  tax
                  purposes.  As soon as practicable  after Closing,  the parties
                  shall  exchange  mutually  acceptable  and completed IRS Forms
                  8594  which   they   shall  use  to  report  the   transaction
                  contemplated  under this  Agreement  to the  Internal  Revenue
                  Service in accordance with such allocation.

      4.  Closing.  Subject  to the  terms  and  conditions  contained  in  this
Agreement,  the transfer of the Assets by Seller to Buyer (the  "Closing")  will
take place simultaneously with the execution of this Agreement at the offices of
Thacher Proffitt & Wood LLP, 25 DeForest Avenue, Summit, NJ 07901, or some other
time and place as the parties may mutually  agree.  The actual date on which the
Closing occurs is herein referred to as the "Closing Date".

            4.1   Buyer's Obligations at Closing. At the Closing, Buyer shall:

                  4.1.1 Payment. Pay to Seller, in immediately  available funds,
                        the Payment.

                  4.1.2 Buyer Deliveries.  Deliver, or cause to be delivered, to
                        Seller a certificate  of a senior  executive  officer of
                        Buyer,  dated as of the Closing Date,  certifying  that:
                        (i) each of the  representations and warranties of Buyer
                        contained  in this  Agreement is true and correct in all
                        material  respects  (if  not  subject  to a  materiality
                        qualifier)   or  in  all   respects  (if  subject  to  a
                        materiality qualifier) as of the Closing Date (except to
                        the   extent   such   representations   and   warranties
                        specifically  relate to an earlier  date,  in which case
                        such  representations  and  warranties  will be true and
                        correct  as of such  earlier  date);  and (ii) Buyer has
                        performed or complied in all material  respects with all
                        agreements  and covenants  required by this Agreement to
                        be performed  or complied  with by it on or prior to the
                        Closing Date (the "Buyer Closing Deliveries").

            4.2   Seller's Obligations at Closing. At the Closing,  Seller shall
                  deliver or cause to be delivered,  to Buyer the following (the
                  "Seller Closing Deliveries"):

                  4.2.1 Instruments of Conveyance.  Such  assignments,  bills of
                        sale, endorsements,  notices,  consents,  assurances and
                        such other  instruments  of  conveyance  and transfer as
                        counsel for Buyer shall reasonably  request and as shall
                        be effective to vest in Buyer good and marketable  title
                        to all of the Assets. Simultaneously with such delivery,
                        Seller  shall take all such steps as may be necessary to
                        grant  Buyer full  access to the  Facilities  and to put
                        Buyer in actual  possession  and  control of the Assets.
                        Seller further agrees that it will at any time, and from
                        time to time after the Closing Date, upon


                                      -4-
<PAGE>

                        the reasonable  request of Buyer and without  additional
                        consideration,  do, execute, acknowledge and deliver, or
                        will  cause  to  be  done,  executed,  acknowledged  and
                        delivered,   all   such   further   acts,   assignments,
                        transfers,   conveyances,   powers   of   attorney   and
                        assurances  as may be required in  conformity  with this
                        Agreement  for  the  better   assigning,   transferring,
                        granting, conveying, assuring and confirming to Buyer or
                        to  its  successors  and  assigns,  or  for  aiding  and
                        assisting in collecting and reducing to possession,  any
                        or all of the Assets or other properties sold, conveyed,
                        assigned,  transferred  and  delivered at the Closing to
                        Buyer as provided herein.

                  4.2.2 Releases.  Releases  or other  appropriate  evidence  of
                        termination reasonably acceptable to Buyer, effective as
                        of the Closing,  of the secured debt (including  related
                        security   agreements,   guaranties  and  other  related
                        documents), and all other claims of controlling members,
                        directors  and  officers.  A list of all  such  required
                        releases  is  attached  as  Section  4.2.2  of  Seller's
                        Disclosure Schedule (the Secured Debt").

                  4.2.3 Payment of Employees.  Evidence that Seller has paid all
                        amounts  due to its  employees  at  Seller's  La  Junta,
                        Colorado Facility (the "La Junta Employees") through and
                        including the Closing Date.

                  4.2.4 Non-Competition  Agreement.  Copy of the non-competition
                        agreement  with Seller and Thomas Paper,  CEO of Seller,
                        to be  effective  as of the Closing Date in the form set
                        forth as Exhibit 5.4.

                  4.2.5 Opinion of Counsel.  An opinion of counsel to the Seller
                        substantially  in the form  attached  hereto as  Exhibit
                        4.2.5.

                  4.2.6 Certificates of Good Standing.  Certificates dated as of
                        a day as close as  practicable  to the Closing Date from
                        appropriate   Governmental   Entities  as  to  the  good
                        standing or corporate existence,  as applicable,  of the
                        Seller.

                  4.2.7 Officer's Certificate. Certificate of a senior executive
                        officer  of  Seller,  dated  as  of  the  Closing  Date,
                        certifying  that:  (i) each of the  representations  and
                        warranties of Seller contained in this Agreement is true
                        and correct in all material  respects (if not subject to
                        a materiality  qualifier) or in all respects (if subject
                        to a  materiality  qualifier)  as of  the  Closing  Date
                        (except  to  the   extent   such   representations   and
                        warranties  specifically  relate to an earlier  date, in
                        which case such  representations  and warranties will be
                        true and correct as of such earlier  date);  (ii) Seller
                        has performed or complied in all material  respects with
                        all agreements and covenants  required by this Agreement
                        to be  performed  or complied  with by it on or prior


                                      -5-
<PAGE>

                        to the  Closing  Date;  and (iii) there has not been any
                        change, occurrence or circumstance in the Assets, having
                        or that  would  have a  material  adverse  effect on the
                        Assets.

                  4.2.8 Secretary's    Certificate.    Certificate,    including
                        attachments, dated as of the Closing Date, signed by the
                        Secretary of Seller, relating to Seller's Certificate of
                        Formation and Operating  Agreement,  resolutions  of the
                        Board of Directors of Seller unanimously authorizing the
                        transactions   contemplated  by  this   Agreement,   and
                        incumbency.

                  4.2.9 Other  Documents.  Such other documents as Buyer and its
                        counsel shall reasonably request.

      5. Employee Matters.  Seller shall terminate as of the Closing Date all of
the La Junta  Employees.  Buyer may extend  offers of employment to the La Junta
Employees as Buyer may choose upon terms and conditions  acceptable to Buyer. In
addition, the parties agree as follows:

            5.1   Severance.  Seller shall be  responsible  for any severance or
                  similar obligations payable to any employee or former employee
                  of Seller  resulting from events  occurring on or prior to the
                  Closing Date, or resulting from the transactions  contemplated
                  herein including,  without  limitation,  obligations under the
                  WARN Act and comparable state statutes.

            5.2   Seller Employees.  Buyer shall have no obligation or liability
                  with   respect  to  any   employee   or  former   employee  or
                  compensation  due to any employee or former employee of Seller
                  and Seller shall be  responsible  for any and all  liabilities
                  and  obligations  with  respect  to  any  employee  or  former
                  employee of Seller.

            5.3   Offers of  Employment.  No employee of Seller is  precluded by
                  agreement from accepting an offer of employment with Buyer.

            5.4   Employment Restrictions.  Buyer shall enter into and execute a
                  non-competition agreement with Seller and Thomas Paper, CEO of
                  Seller, to be effective as of the Closing Date in the form set
                  forth as Exhibit 5.4.

      6.  Representations,  Warranties  and  Covenants of Seller.  Seller hereby
represents, warrants, and covenants to and with Buyer as follows, subject in all
cases  to  exceptions  and  qualifications  set  forth  in  Seller's  Disclosure
Schedule:

            6.1   Organization,  Good Standing and Corporate Power.  Seller is a
                  limited liability company duly organized, validly existing and
                  in good  standing  under the laws of the State of Delaware and
                  has  the  corporate  power  to  own,  operate  and  lease  its
                  properties and carry on its business as now being conducted.


                                      -6-
<PAGE>

            6.2   Corporate   Authorization;   Binding  Effect.  The  execution,
                  delivery and  performance  of this Agreement by Seller and the
                  consummation of the transactions contemplated hereby have been
                  duly and validly authorized by all necessary  corporate action
                  on the part of  Seller  and  this  Agreement  constitutes  the
                  legal, valid and binding obligation of Seller, and enforceable
                  against Seller in accordance with its terms.

            6.3   No Authorization Required. No consent, approval, authorization
                  or order of, or  qualification  with,  any  court,  regulatory
                  authority  or other  governmental  body or any third  party is
                  required for the  consummation  by Seller of the  transactions
                  contemplated by this Agreement.

            6.4   Effect of  Agreement.  Except as  discussed  on Section 6.4 of
                  Seller's  Disclosure  Schedule,  the  execution,  delivery and
                  performance  of this  Agreement  and the  consummation  of the
                  transactions  contemplated  hereby do not, with or without the
                  giving of notice or the lapse of time or both, (a) violate any
                  provision of law, statute,  rule or regulation to which Seller
                  is subject; (b) violate any judgment, order, writ or decree of
                  any court  applicable  to Seller;  or (c) result in the breach
                  of,  or  conflict  with,  any  term,  covenant,  condition  or
                  provision of, result in the  modification  or termination  of,
                  constitute  a default  under,  or result  in the  creation  or
                  imposition  of  any  lien,   security   interest,   charge  or
                  encumbrance  upon any of the  properties  or assets of Seller,
                  pursuant  to  any  corporate  charter,   by-law,   commitment,
                  contract or other agreement or instrument to which Seller is a
                  party or by which  Seller or any of its assets or  property is
                  or may be bound  or  affected  or from  which  Seller  derives
                  substantial benefits.

            6.5   Financial Statements. Seller has heretofore delivered to Buyer
                  copies of Seller's  balance  sheets for the fiscal years ended
                  December  31,  2001 and 2002,  and the related  statements  of
                  income for the years then ended.  Seller has also delivered to
                  Buyer copies of its balance  sheets and related  statements of
                  income for the year to date period  ended  November  29, 2003.
                  All such financial statements are collectively  referred to as
                  the "Financial  Statements".  The Financial Statements present
                  fairly the  financial  position and results of  operations  of
                  Seller as of the years and periods then ended,  in  conformity
                  with generally  accepted  accounting  principles  applied on a
                  basis  consistent with prior years and periods.  The Financial
                  Statements  do not  contain any  material  items of special or
                  nonrecurring  income or any  other  income  not  earned in the
                  ordinary course of business.  Seller has not used any improper
                  accounting  practice  for the  purpose  of not  reflecting  or
                  incorrectly  reflecting in the  financial  statements or books
                  and  records of Seller any  properties,  assets,  liabilities,
                  revenues or expenses, and all books and records of Seller have
                  been  maintained  and prepared in  conformity  with  generally
                  accepted accounting principles, consistently followed.


                                      -7-
<PAGE>

            6.6   Absence of Undisclosed Liabilities. Seller does not, as of the
                  date  hereof,  have  any  material  (individually  or  in  the
                  aggregate)  liabilities  (secured  or  unsecured  and  whether
                  accrued, absolute, direct, indirect, contingent or otherwise),
                  except as  disclosed  on Section  6.6 of  Seller's  Disclosure
                  Schedule.

            6.7   Title to Assets, Absence of Liens, Condition of Assets. Seller
                  has  good and  marketable  title  to all of the  Assets,  and,
                  except as  disclosed  on Section  6.7 of  Seller's  Disclosure
                  Schedule, the Assets are free and clear of all pledges, liens,
                  defects,   leases,  licenses,   equities,   conditional  sales
                  contracts, charges, claims, encumbrances or security interests
                  (collectively,  the  "Liens"),  other  than Liens that will be
                  released upon the Closing,  and the instruments of conveyance,
                  and  other   endorsements  and  instruments  of  transfer  and
                  assignment  contemplated  by this  Agreement are sufficient to
                  transfer  good and  marketable  title to the  Assets to Buyer,
                  free and clear of all Liens. The Assets are in good and usable
                  condition, ordinary wear and tear excepted, are in good repair
                  and have been  maintained in accordance with good business and
                  maintenance practice.

            6.8   Leased  Personal  Property.  Listed in Section 6.8 of Seller's
                  Disclosure  Schedule  attached hereto and incorporated  herein
                  are all  assets  leased by  Seller  at its La Junta,  Colorado
                  facility.  Except as  disclosed  in  Section  6.8 of  Seller's
                  Disclosure  Schedule,  each item of such personal  property is
                  presently  in such  condition  that  upon the  return  of such
                  property  to its owner or lessor in its present  condition  at
                  the  end  of  the   relevant   lease  term  or  as   otherwise
                  contemplated by the applicable agreement between and the owner
                  or  lessor  thereof,  Seller's  obligations  to such  owner or
                  lessor will be discharged.

            6.9   List of  Contracts  and Other  Data.  Section  6.9 of Seller's
                  Disclosure  Schedule  sets  forth,  as of  the  date  of  this
                  Agreement, a listing of the following, true and correct copies
                  of which have been furnished to Buyer:

                  6.9.1 All existing contracts and commitments,  whether written
                        or oral,  to which Seller is a party,  or to which it or
                        any of its assets or  properties  are  subject or bound;
                        and

                  6.9.2 A true,  correct  and  complete  list of the  names  and
                        current annual compensation  (including wages, salaries,
                        bonuses and  benefits  under  pension,  profit  sharing,
                        deferred  compensation and similar plans or programs) of
                        all of Seller's  employees  and  information  concerning
                        years of service and seniority.

            6.10  Compliance  With  Agreements.  Neither  Seller  nor any  other
                  person,  firm,  corporation  or entity is in breach  of, or in
                  default under, any agreement, contract or commitment described
                  in Section 6.10 of Seller's Disclosure


                                      -8-
<PAGE>

                  Schedule.  No state of facts exists or event has occurred,  is
                  pending  or, to the  knowledge  of Seller,  is  threatened  or
                  contemplated,  which, after the giving of notice, the lapse of
                  time or otherwise, could constitute or result in a breach or a
                  default by Seller or any other person,  firm,  corporation  or
                  entity,  of  any  such  agreement  or  commitment.   All  such
                  contracts and agreements  are, and after  consummation  of the
                  transactions  contemplated  herein will be,  legal,  valid and
                  binding obligations of the respective parties thereto.

            6.11  Litigation.  Section  6.11  of  Seller's  Disclosure  Schedule
                  contains a true, complete and correct list and caption of each
                  pending    lawsuit,    claim,    administrative    proceeding,
                  arbitration,  labor dispute or governmental  investigation  or
                  inspection  to which  Seller  is a party or which  involve  or
                  affect  Seller's  business or operations.  To the knowledge of
                  Seller,  there are no claims,  legal  actions or  governmental
                  investigations  threatened  against  Seller.  Section  6.11 of
                  Seller's  Disclosure  Schedule further  describes all material
                  (individually  or in the aggregate)  product  liability claims
                  received by Seller  during the past three (3) years.  There is
                  no continuing order, judgment or decree of any federal,  state
                  or  local  court,   arbitrator   or  other   tribunal  or  any
                  governmental or administrative  agency or self-regulatory body
                  enjoining  Seller  from  taking  or  requiring  it to take any
                  action  of any kind or to which  Seller  is  subject  to or by
                  which the Seller is or may be bound.  Seller is not in default
                  under any order,  writ,  injunction  or decree of any foreign,
                  federal,  state or local court. Except as disclosed in Section
                  6.11 of Seller's Disclosure Schedule,  Seller has no knowledge
                  of any  state of facts or  contemplated  event  which may give
                  rise  to  any  claim,  action,  suit,  proceeding,  complaint,
                  investigation or inspection  which could materially  adversely
                  affect the Seller or the Assets.

            6.12  Labor   Matters.   Seller  had  been  party  to  a  collective
                  bargaining     agreement,      dated     __________,      with
                  ________________________  (the  "Union  Contract"),  but  such
                  Union   Contract  has  been   terminated   and  there  are  no
                  outstanding obligations under such Union Contract. On the date
                  hereof,  except  as  described  in  Section  6.12 of  Seller's
                  Disclosure  Schedule,  there  are  no  material  controversies
                  pending or, to the  knowledge  of Seller,  threatened  between
                  Seller and any of its employees,  and Seller's  relations with
                  such  employees are good. No employee of Seller is represented
                  by  a  collective  bargaining  organization  or  subject  to a
                  collective  bargaining  agreement  and there is no  pending or
                  threatened organizing on representational  activity. Seller is
                  in compliance  with all federal,  state and local laws,  rules
                  and   regulations   respecting   employment   and   employment
                  practices,  terms and  conditions of employment  and wages and
                  hours,  and  has  withheld  all  amounts  required  by  law or
                  agreement  to be  withheld  from the wages or  salaries of its
                  employees  and is not  liable  for any  arrears  wages  or any
                  taxes, interest or penalties for failure to comply with any of
                  the  foregoing.  Seller  has  paid  all  amounts  due  to  its
                  employees through and including the Closing Date.


                                      -9-
<PAGE>

            6.13  Tax  Matters.  Except as disclosed in Section 6.14 of Seller's
                  Disclosure  Schedule,  Seller  has  duly  filed  all  foreign,
                  federal,  state,  county and local tax returns  required to be
                  filed,  including  those with respect to income,  withholding,
                  Social Security,  unemployment,  franchise,  excise, sales and
                  use  taxes,  and  has  paid  in  full  all  taxes,   interest,
                  penalties, assessments or deficiencies shown to be due on such
                  returns  and  reports or claimed to be due on such tax returns
                  and reports. No claims for additional taxes are pending or, to
                  the knowledge of Seller,  threatened  with respect thereto for
                  any prior fiscal year which would affect Seller, the Assets or
                  the transfer thereof to Buyer.

            6.14  Compliance  with  Laws.  Seller  has owned and  operated,  and
                  currently  owns and operates  its  business and has  procured,
                  processed,  stored and sold its services,  in compliance  with
                  all  federal,  state and  local  laws,  ordinances,  rules and
                  regulations. Section 6.15 of Seller's Disclosure Schedule sets
                  forth  for  the  past  three  (3)  years  all  investigations,
                  inspections  or citations  under any  federal,  state or local
                  laws or regulations  and the results  thereof  together with a
                  description  of all  corrective  or other  action  taken  with
                  respect  thereto.  Except  as set  forth  in  Section  6.15 of
                  Seller's   Disclosure   Schedule,   there   are   no   pending
                  governmental investigations, inspections or citations relating
                  to Seller's business.

            6.15  Conduct of  Business.  Except as  disclosed in Section 6.16 of
                  Seller's Disclosure Schedule, since November 30, 2003.

                  6.15.1  Seller's  business has been  conducted  and carried on
                          only  in the  ordinary  course  consistent  with  past
                          practices.

                  6.15.2  Except for personal property purchased, sold or leased
                          in the ordinary course of business consistent with its
                          past  practices,   Seller  has  not  purchased,  sold,
                          leased,  mortgaged,  pledged or otherwise  acquired or
                          disposed of any properties or assets.

                  6.15.3  There has been no increase or other change made in the
                          rate or nature of the  compensation,  including wages,
                          salaries,  bonuses and benefits under employee benefit
                          plans which has been paid, or will be paid or payable,
                          by Seller to any officer or employee of Seller,  other
                          than   ordinary  and  routine   increases  or  changes
                          consistent with past practice.

                  16.15.4 Seller  has not  sustained  or  incurred  any  loss or
                          damage (whether or not insured  against) on account of
                          fire,  flood,  earthquake,  accident or other calamity
                          which has  interfered  or affected,  or may  interfere
                          with or affect, the Assets.


                                      -10-
<PAGE>

            6.16  Disclosure  and  Reliance.  Seller has  disclosed to Buyer all
                  facts  material  to  the  transactions  contemplated  in  this
                  Agreement. None of the information, documents, certificates or
                  instruments  furnished  or to be furnished by Seller or any of
                  its  representatives to Buyer or any of its representatives in
                  connection with this Agreement or otherwise in connection with
                  the transactions  contemplated  thereby or hereby are false or
                  misleading  in any  material  respect or contain any  material
                  misstatement  of  fact or omit to  state  any  material  facts
                  required  to be  stated  to make the  statements  therein  not
                  misleading. The representations and warranties made herein are
                  made by Seller with the knowledge and  expectation  that Buyer
                  is placing reliance thereon. To the extent that any portion of
                  the  representations  and warranties  made herein were made to
                  Seller's knowledge,  Seller represent that it has made due and
                  reasonable inquiry with respect thereto.

      7.  Representations and Warranties of Buyer. Buyer represents and warrants
to and with Seller as follows:

            7.1   Organization,  Power.  Buyer is a corporation  duly organized,
                  existing and in good  standing  under the laws of the State of
                  Nevada,  and has all  requisite  power and  authority  to own,
                  operate and lease its properties, and to carry on its business
                  as now being  conducted  and to enter into this  Agreement and
                  perform its obligations hereunder.

            7.2   Authority Relative to Agreement.  The execution,  delivery and
                  performance of this Agreement by Buyer and the consummation by
                  it of the transactions contemplated hereby, have been approved
                  by all  necessary  action  on  the  part  of  Buyer  and  this
                  Agreement  constitutes the legal, valid and binding obligation
                  of Buyer enforceable in accordance with its terms.

            7.3   No Government  Authorization  Required. No consent,  approval,
                  authorization or order of, or  qualification  with, any court,
                  regulatory  authority or other  governmental  body is required
                  for the consummation by Buyer of the transactions contemplated
                  by this Agreement.

      8. Closing Conditions

            8.1   Conditions to Obligations of Each Party Under This  Agreement.
                  The respective obligations of each party to effect the sale of
                  the Assets and the other transactions contemplated hereby will
                  be subject to the satisfaction on or prior to the Closing Date
                  of the following conditions, any or all of which may be waived
                  in writing by the parties hereto,  in whole or in part, to the
                  extent permitted by applicable law:

                  8.1.1 The transactions contemplated by the Agreement have been
                        approved by the members of the Seller.


                                      -11-
<PAGE>

                  8.1.2 No  Governmental  Entity or  federal  or state  court of
                        competent jurisdiction has enacted, issued, promulgated,
                        enforced or entered any order,  judgment,  injunction or
                        decree (whether temporary,  preliminary or permanent) or
                        any other judicial, administrative or legislative action
                        or proceeding ("Order") which is in effect and which has
                        the effect of making  the sale of the Assets  illegal or
                        otherwise  prohibiting  consummation  of the sale of the
                        Assets. No statute, rule or regulation has been enacted,
                        entered, promulgated,  interpreted,  applied or enforced
                        by any  Governmental  Entity  which  prohibits  or makes
                        illegal  consummation  of the sale of the  Assets or any
                        other   transaction   contemplated  by  this  Agreement.
                        Neither  Seller nor any other party has filed a petition
                        for relief  relating  to Seller or its  assets  with any
                        United States Bankruptcy Court (the "Bankruptcy Court").

            8.2   Additional Conditions to Obligations of Buyer. The obligations
                  of Buyer and to effect  the sale of the  Assets  and the other
                  transactions  contemplated  hereby  are  also  subject  to the
                  satisfaction  at or prior to the Closing Date of the following
                  conditions,  any or all of which may be waived in  writing  by
                  Buyer, in whole or in part:

                  8.2.1 Each of the  representations  and  warranties  of Seller
                        contained in this  Agreement are true and correct in all
                        material  respects  (if  not  subject  to a  materiality
                        qualifier)   or  in  all   respects  (if  subject  to  a
                        materiality  qualifier) as of the Closing Date as though
                        made on and as of the Closing Date (except to the extent
                        such representations and warranties  specifically relate
                        to an earlier date,  in which case such  representations
                        and warranties  will be true and correct in all material
                        respects (if not subject to a materiality  qualifier) or
                        in all respects (if subject to a materiality  qualifier)
                        as of such earlier date).

                  8.2.2 Seller shall have  performed or complied in all material
                        respects with all agreements  and covenants  required by
                        this Agreement to be performed or complied with by it on
                        or prior to the Closing Date.

                  8.2.3 There   will  have  been  no   change,   occurrence   or
                        circumstance in the Assets,  having or that would have a
                        material adverse effect on the Assets.

                  8.2.4 Seller shall have delivered,  or caused to be delivered,
                        to Buyer all of the Seller Closing Deliveries.

                  8.2.5 There is as of the Closing Date no pending or threatened
                        material  litigation,  claims or  judgment  against  the
                        Seller  that  have  not been  disclosed  to Buyer on the
                        disclosure  schedules  hereto,  or other


                                      -12-
<PAGE>

                        litigation or claims against the Seller  relating to the
                        sale of the Assets and no judicial  liens at the time of
                        Closing.

                  8.2.6 Buyer shall have  entered  into a lease of the La Junta,
                        Colorado  facility with the landlord on terms acceptable
                        to Buyer.

                  8.2.7 Buyer shall have entered into a licensing agreement with
                        Del Monte which shall permit Buyer to use the S&W coffee
                        trademark on terms acceptable to Buyer.

            8.4   Additional  Conditions  to  Obligations  of  the  Seller.  The
                  obligations of the Seller to effect the sale of the Assets and
                  the other transactions contemplated hereby are also subject to
                  the  satisfaction  at or  prior  to the  Closing  Date  of the
                  following  conditions,  any or all of which  may be  waived in
                  writing by the Seller, in whole or in part:

                  8.4.1 Each of the  representations  and  warranties  of  Buyer
                        contained in this  Agreement are true and correct in all
                        material  respects  (if  not  subject  to a  materiality
                        qualifier)   or  in  all   respects  (if  subject  to  a
                        materiality  qualifier) as of the Closing Date as though
                        made on and as of the Closing Date (except to the extent
                        such representations and warranties  specifically relate
                        to an earlier date,  in which case such  representations
                        and warranties  will be true and correct in all material
                        respects (if not subject to a materiality  qualifier) or
                        in all respects (if subject to a materiality  qualifier)
                        as of such earlier date);

                  8.4.2 Buyer shall have  performed  or complied in all material
                        respects with all agreements  and covenants  required by
                        this Agreement to be performed or complied with by it on
                        or prior to the Closing Date.

                  8.4.3 Buyer shall have  delivered,  or caused to be delivered,
                        to Seller all of the Buyer Closing Deliveries.

                  8.4.4 Seller  shall  have   obtained  all  releases  or  other
                        appropriate    evidence   of   termination    reasonably
                        acceptable  to Seller,  effective as of the Closing,  of
                        the Secured Debt.

      9. Indemnification of Buyer by Seller.

            9.1   Indemnity.  Seller shall,  and hereby agrees to, indemnify and
                  hold Buyer harmless against and in respect of:

                  9.1.1 All debts,  liabilities and obligations of Seller of any
                        nature, whether accrued, absolute,  contingent, or known
                        or unknown on the date hereof, existing or arising on or
                        resulting  from events


                                      -13-
<PAGE>

                        which  occurred or failed to occur on or before the date
                        hereof, to the extent not specifically  assumed by Buyer
                        hereunder;

                  9.1.2 Any claim,  action,  loss, damage or cost relating to or
                        arising   by   reason  of  the   presence   of,  or  any
                        governmental or third party requirements relating to the
                        disposal  or   arranging   for   disposal   (on-site  or
                        off-site), or the release or threatened release prior to
                        the date hereof, of any Hazardous Substances, Pollutants
                        or Contaminants  in, on, to, under,  upon or from any of
                        the property  comprising the  Facilities,  or any claim,
                        action,  loss,  damage or cost relating to or arising by
                        reason of any  violation or operation of any  applicable
                        federal, state or local statute or regulation pertaining
                        to the protection of the  environment or the regulation,
                        control, release or remediation of Hazardous Substances,
                        Pollutants  or  Contaminants  which  occurs prior to the
                        date  hereof  in,  on,  under,  upon or from  any of the
                        property comprising the Facilities, or any part thereof,
                        or  which  otherwise  apply  to  the  activities  at the
                        Facilities;

                  9.1.3 Any  liability,   loss,  claim,   damage  or  deficiency
                        resulting    directly    or    indirectly    from    any
                        misrepresentation,  breach of warranty or nonfulfillment
                        of any  agreement  on the  part  of  Seller  under  this
                        Agreement,  or from any misrepresentation in or omission
                        from any certificate or other instrument furnished or to
                        be furnished to Buyer hereunder;

                  9.1.4 Any  liability,  claim  or  obligation  relating  to  or
                        arising in connection  with the  termination of Seller's
                        employees,  any  liability  of  Seller  or  any  of  its
                        affiliates under any collective  bargaining agreement or
                        relating to any  multi-employer  plan,  or in connection
                        with or as a  result  of the  transactions  contemplated
                        herein  including,  without  limitation,  any  liability
                        under or relating to the WARN Act and/or any  comparable
                        state statute; and

                  9.1.5 All  other   actions,   suits,   proceedings,   demands,
                        assessments, adjustments, costs and expenses incident to
                        the foregoing, including, without limitation, reasonable
                        attorneys' fees and other out-of-pocket expenses.

            9.2   Notice of Claims.  Buyer  agrees to give Seller  notice of any
                  and   all   claims   asserted    against   Buyer   for   which
                  indemnification is or may be sought under this Section 9. Such
                  notice shall be given within a reasonable  time after  receipt
                  of written notice of such claim by Buyer. Failure to give such
                  notice  shall not  abrogate  or diminish  Seller's  obligation
                  under this  Section 9 if Seller has or receives  knowledge  of
                  the  existence of any such claim by any other means or if such
                  failure  does not  prejudice  Seller's  ability to defend such
                  claim.


                                      -14-
<PAGE>

            9.3   Defense   of   Claim.   In   any   third   party   litigation,
                  administrative   proceeding,    negotiation   or   arbitration
                  pertaining  to any claim for which  indemnification  is sought
                  under this  Section 9,  Seller  shall have the right to select
                  legal counsel to represent Buyer and to otherwise control such
                  litigation,  proceedings,  negotiations  and  arbitration.  If
                  Seller   elects  to  control  such   litigation,   proceeding,
                  negotiation or arbitration,  Buyer shall at all times have the
                  right to fully  participate in the defense at its own expense.
                  If Seller shall,  within a reasonable time after notice,  fail
                  to defend, Buyer shall have the right, but not the obligation,
                  to undertake  the defense of and to  compromise  or settle the
                  claim or other matter on behalf,  for the account,  and at the
                  risk of Seller.  If the claim is one that cannot by its nature
                  be defended  solely by Seller then Buyer shall make  available
                  all  information  and  assistance  as  Seller  may  reasonably
                  request,  at Seller's expense.  Notwithstanding  the foregoing
                  provisions of this Section 9, should the subject matter of any
                  litigation,  proceeding,  negotiation or arbitration include a
                  claim seeking permanent  injunctive  relief,  Buyer shall have
                  the right to take  exclusive  control  of the  defense  of the
                  entire proceeding.

            9.4   Cooperation.  The parties hereto shall cooperate in connection
                  with the  defense of third  party  actions  giving rise to any
                  claim made pursuant to this Section 9 and shall use reasonable
                  efforts to provide available  information regarding such claim
                  and to keep the  parties  hereto  informed as to the status of
                  any such action.

            9.5   Limitations.

                  9.5.1 Time Limitations. Seller shall not have any liability to
                        Buyer  under   Section  9.1  unless  Seller  shall  have
                        received  notice of a claim for  indemnity  pursuant  to
                        Section  9.2 prior to the date  which is sixty (60) days
                        from and after the Closing Date; provided, however, that
                        the foregoing  time  limitations  shall not apply to any
                        claim for  indemnity  arising  from or  related to (i) a
                        breach of the representations or warranties set forth in
                        Section  6.1,  Section  6.2 or  the  first  sentence  of
                        Section 6.7,  (ii) any  environmental  matters or issues
                        involving  or  affecting  Seller  and/or its business or
                        operations including,  without limitation, any claim for
                        indemnity  pursuant to Section  9.1.2  above,  and (iii)
                        Seller's  obligation  for all taxes of  whatever  nature
                        relating  to or  arising  in  connection  with  Seller's
                        business and operations  (provided that such obligations
                        for taxes shall  terminate  upon the  expiration  of the
                        applicable federal and state statutes of limitation).

                  9.5.2 Amount Limitations.  Seller shall not have any liability
                        to Buyer  beyond the Escrow  Amount with  respect to any
                        indemnity  claims under  Section 9.1 or any other claims
                        of any  nature  which  may be  asserted  by Buyer or any
                        third party  arising in any manner from


                                      -15-
<PAGE>

                        this Agreement, Seller's representations, warranties and
                        covenants   hereunder   or   the   transactions   to  be
                        consummated pursuant hereto.

                  9.5.3.Exclusive  Remedy;  No  Personal  Liability.  The relief
                        provided  for in this Section 9 (which is limited to the
                        Escrow  Amount)  is the sole  remedy  of  Buyer  against
                        Seller  with  respect to any claims of any nature  which
                        may be asserted  by Buyer or any third party  arising in
                        any    manner    from    this    Agreement,     Seller's
                        representations,  warranties and covenants  hereunder or
                        the transactions to be consummated  pursuant hereto.  In
                        no event shall Buyer shall have any recourse against the
                        employees,  officers,  directors, members, affiliates or
                        agents of Seller;  provided  that,  notwithstanding  the
                        provisions in this  Agreement,  nothing  hereunder shall
                        limit Buyer's  recourse  against any one or more of such
                        employees,  officers,  directors, members, affiliates or
                        agents of Seller,  under tort rather than  contract law,
                        with respect to any fraud  perpetrated  against Buyer by
                        any  such  employees,   officers,   directors,  members,
                        affiliates or agents of Seller.

      10.  Public  Announcements.  No public  announcement  or  release  of this
transaction  of any nature  shall be made by the parties  except on the parties'
mutual agreement.  Any such public  announcement will be on terms and conditions
in form  mutually  acceptable  to the parties.  Notwithstanding  the  foregoing,
Seller may make such public  announcements,  if any, as may be required pursuant
to applicable bankruptcy laws.

      11.  Prorations.  Seller shall remain  responsible for all utility charges
and  ad  valorem  taxes  relating  to  operations  at or  assessed  against  the
Facilities prior to Closing.

      12.  Expenses.  Each  party  hereto  shall pay its own costs and  expenses
incurred in connection  with the  negotiation  and preparation of this Agreement
and the consummation of the transactions contemplated herein; provided, however,
that Buyer shall pay any sales,  use and transfer  taxes  incurred in connection
with the transfer of the Assets.

      13. Miscellaneous.  The following miscellaneous  provisions shall apply to
this Agreement:

            13.1  Notices.  All  notices  which  are  required  or may be  given
                  pursuant  to the terms of this  Agreement  shall be in writing
                  and shall be  sufficient  in all  respects if given in writing
                  and   delivered   personally,   by   facsimile  or  mailed  by
                  Registered,  Certified or Express mail,  postage  prepaid,  as
                  follows:


                                      -16-
<PAGE>

                  If to Seller:

                  Thomas Paper, CEO
                  Premier Roasters LLC
                  17 17th Street
                  San Francisco,  CA 94103
                  Phone: 415-863-4040
                  Fax: 415-863-4445

                  With a copy to (which shall not constitute notice):

                  Bruce Maximov, Esq.
                  Farella Braun + Martel LLP
                  Russ Building
                  235 Montgomery Street
                  San Francisco, CA 94104
                  Phone: 415-954-4453
                  Fax: 415-954-4480

                  If to Buyer:

                  Andrew Gordon
                  Coffee Holding Co, Inc.
                  4401 First Avenue
                  Brooklyn, NY 11232
                  Phone: 718-832-0800
                  Fax: 718-768-4731

                  with a copy to (which shall not constitute notice):

                  Michael E. Helmer, Esq.
                  Thacher Proffitt & Wood LLP
                  25 De Forest Avenue
                  Summit, NJ 07901
                  Phone: 908-598-5757
                  Fax: 908-598-5710

                  or at such  other  address  as any  party  hereto  shall  have
                  designated by notice in writing to the other parties hereto.

            13.2  Waivers.  Any party hereto may, by written notice to the other
                  party hereto,  (i) extend the time for  performance  of any of
                  the  obligations  or other  actions  of the other  under  this
                  Agreement,  (ii) waive any inaccuracies in the representations
                  and warranties of the other  contained in this Agreement or in
                  any  documents  delivered  pursuant to this  Agreement,  (iii)
                  waive  compliance  with any of the  conditions or covenants of
                  the other contained in this Agreement, or (iv) waive or modify
                  performance of any of the  obligations of the other under this
                  Agreement.  Except as provided in the preceding


                                      -17-
<PAGE>

                  sentence,   no  action  taken  pursuant  to  this   Agreement,
                  including,  without  limitation,  any  investigation  by or on
                  behalf of any party, shall be deemed to constitute a waiver by
                  the  party   taking  such  action  of   compliance   with  any
                  representations, warranties, covenants or agreements contained
                  in this Agreement.  The waiver by any party hereto of a breach
                  of any  portion  of this  Agreement  shall not  operate  or be
                  construed as a waiver of any subsequent breach.

            13.3  Entire  Agreement.   This  Agreement  constitutes  the  entire
                  agreement  between  the  parties  hereto  with  respect to the
                  subject matter hereof and supersedes all prior  agreements and
                  understandings,  oral and written,  between the parties hereto
                  with respect to the subject matter hereof.

            13.4  Applicable  Law. This Agreement and the legal  relations among
                  the  parties  hereto  shall be governed  by and  construed  in
                  accordance  with the laws of the State of New York  applicable
                  to contracts made and performed in New York.

            13.5  Binding  Effect,  Benefits.  This Agreement shall inure to the
                  benefit of and be binding  upon the  parties  hereto and their
                  respective  heirs,  successors  and  assigns;  nothing in this
                  Agreement,  express or  implied,  is intended to confer on any
                  person  other  than the  parties  hereto  or their  respective
                  heirs,   successors   and  assigns,   any  rights,   remedies,
                  obligations  or  liabilities   under  or  by  reason  of  this
                  Agreement.

            13.6  Assignability.  Neither this Agreement nor any of the parties'
                  rights  hereunder  shall be  assignable  by any  party  hereto
                  without the prior written consent of the other party hereto.

            13.7  Effect of Headings.  The headings of the various  sections and
                  subsections   herein  are  inserted  merely  as  a  matter  of
                  convenience and for reference and shall not be construed as in
                  any  manner  defining,  limiting  or  describing  the scope or
                  intent of the particular  sections to which they refer,  or as
                  affecting the meaning or  construction  of the language in the
                  body of such sections.

            13.8  Exhibits,  Disclosure  Schedule.  All exhibits  and  schedules
                  referred  to in this  Agreement  are  attached  hereto and are
                  incorporated herein by reference as if fully set forth herein.
                  For  purposes of this  Agreement,  any item in the  Disclosure
                  Schedule shall be deemed disclosed only in connection with the
                  representations  or  warranties  to which  it is  specifically
                  referred.

            13.9  Construction.  The  language  in all  parts of this  Agreement
                  shall in all cases be  construed  as a whole  according to its
                  fair  meaning,  strictly  neither  for nor  against  any party
                  hereto,  and  without  implying a  presumption  that the terms
                  thereof shall be more strictly  construed against one party by


                                      -18-
<PAGE>

                  reason of the rule of  construction  that a document  is to be
                  construed  more  strictly  against  the person who  himself or
                  through  his agent  prepared  the same,  it being  agreed that
                  representatives  of  both  parties  have  participated  in the
                  preparation hereof.


                                      -19-
<PAGE>

      IN WITNESS  WHEREOF,  the parties have each executed this Agreement on the
date first above written.

                                      PREMIER ROASTERS LLC:

                                      A Delaware Limited Liability Company

                                      By: /s/ Thomas Paper
                                          --------------------------------------
                                          Thomas Paper
                                          President and Chief Executive Officer

                                      COFFEE HOLDING CO., INC.:

                                      A Nevada corporation

                                      By: /s/ David Gordon
                                          --------------------------------------
                                          David Gordon
                                          Secretary and Executive Vice President


                                      -20-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>e16969ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
Contact: Andrew Gordon, President & CEO

Telephone:  (718) 832-0800

          Coffee Holding Co., Inc. Announces Purchase of Certain Assets
                             of Premier Roasters LLC

      Brooklyn,  New York:  February 10, 2004. Coffee Holding Co., Inc. ("Coffee
Holding")  announced  that, on February 4, 2004, it acquired  certain  assets of
Premier  Roasters LLC  ("Premier").  Pursuant to the Asset  Purchase  Agreement,
dated  February  4,  2004,  by and  between  Coffee  Holding  and  Premier  (the
"Agreement"),  Coffee Holding  purchased coffee roasting and blending  equipment
located at Premier's  La Junta,  Colorado  and Rocky Ford,  Colorado  locations,
labels for private label coffee  products  produced at the La Junta facility and
certain other assets  (together,  the "Assets").  Coffee  Holding  purchased the
Assets for $825,000 in cash  generated by its  operations.  Coffee Holding based
its  purchase  price upon an  independent  appraisal of the Assets and the funds
were paid to secured  creditors  of  Premier at the  direction  of  Premier.  In
connection with the Agreement,  Coffee Holding has reached an agreement with the
City of La Junta,  Colorado to lease the facility  formerly operated by Premier.
Coffee Holding  expects to begin  operating in its new La Junta facility  within
the next two weeks.

      Coffee  Holding  also  announced  that  it has  entered  into a  licensing
agreement with Del Monte Corporation  ("Del Monte"),  for the exclusive right to
use the S&W and IL CLASSICO  trademarks in the United States in connection  with
the production, manufacture and sale of roasted whole bean and ground coffee for
distribution at the retail distribution level.

      "We are excited by our purchase of certain assets of Premier Roasters LLC.
The assets that we have  purchased  make  Coffee  Holding Co. one of the largest
integrated  wholesale coffee  roaster/dealers  in the U.S.," said Andrew Gordon,
President and CEO of Coffee Holding Co. "We believe that our presence in our new
La Junta,  Colorado  facility  will allow us to grow our  business  and  further
increase our presence in the western U.S. By operating out of two facilities, we
will now be able to compete  aggressively  throughout the U.S. as we have gained
new economies of scale in both  manufacturing and logistical  efficiencies which
were  unavailable in the past while operating  solely out our New York facility.
In addition, we plan to expand the S&W label from a well-known brand on the west
coast to a well-known brand throughout the entire continental U.S."
<PAGE>

      Coffee Holding Co., Inc. is a leading integrated  wholesale coffee roaster
and dealer on the East  Coast.  Its  primary  business  is  roasting,  blending,
packaging and  distributing  coffee for sale under private  labels and their own
brands for companies  throughout  the United States and Canada.  Coffee  Holding
also sells unprocessed green coffee to specialty gourmet roasters throughout the
United  States  and  sells  over 70 types  of  coffee  from all over the  world,
including  fair trade and organic  coffees,  to  wholesale  customers  primarily
located  throughout  the  United  States  and  Canada,   including  supermarket,
wholesaler and individually owned and multi-unit retail store customers.

      This press release may contain forward-looking statements based on current
expectations,   estimates  and   projections   about  the  Company's   industry,
management's  beliefs  and  assumptions  made  by  management.   Words  such  as
"anticipates",  "expects", "intends", "plans", "believes", "seems", "estimates",
or  variations  of such words and similar  expressions  are intended to identify
such forward-looking  statements.  These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to forecast.  Therefore, actual results may differ materially from
those  expressed  or forecast in such  forward-looking  statements.  The Company
undertakes  no  obligation to update  publicly any  forward-looking  statements,
whether as a result of new information or otherwise.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
