AMENDMENT NO. 5 TO CONTINGENT CONVERTIBLE NOTE PURCHASE AGREEMENT

EXHIBIT 10.2

AMENDMENT NO. 5 TO

CONTINGENT CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 5 TO CONTINGENT CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of March 27, 2009, by and between Xxxxxxxx Coffee, Inc., a Delaware corporation (the “Company”), and Sequoia Enterprises, L.P., a California limited partnership (“Sequoia”), with reference to the following facts:

WHEREAS, the Company and Sequoia are parties to that certain Contingent Convertible Note Purchase Agreement, dated as of May 10, 2004, as amended (the “Note Purchase Agreement”); and

WHEREAS, the parties wish to extend the maturity date of the Note Purchase Agreement until April 30, 2009.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.    Extension of Maturity Date. The definition of “Maturity Date” set forth in Section 1.1 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows (for the avoidance of doubt, the term “Maturity Date” used in the outstanding notes under the Note Purchase Agreement (the “Notes”) is hereby amended and restated to reflect the following amended and restated definition):

““Maturity Date” shall mean the earliest of (i) the date of consummation of a Change of Control transaction, (ii) the date Notes are declared due and payable by Lender upon an Event of Default, or (iii) April 30, 2009.”

2.    No Further Amendments. Except as expressly amended pursuant to Section 1, the remaining terms of the Note Purchase Agreement and the Notes shall remain in full force and effect in accordance with their terms, notwithstanding the execution and delivery of this Amendment.

3.    Governing Law. This Amendment shall be governed, construed and interpreted in accordance with the laws of the State of California, regardless of the laws or rules that might otherwise govern under applicable principles of conflicts of laws thereof.

4.    Counterparts. This Amendment may be executed by facsimile or electronic transmission in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first set forth above.

COMPANY:
XXXXXXXX COFFEE, INC.
By:		/s/ J. Xxxxxxx Xxxxxxxx
Name:		J. Xxxxxxx Xxxxxxxx
Title:		Chief Executive Officer
By:		/s/ Xxxx X. XxXxxxxx
Name:		Xxxx X. XxXxxxxx
Title:		Chief Financial Officer

SEQUOIA:
SEQUOIA ENTERPRISES, L.P.
By:		/s/ Xxxx Xxxxxxxx
Name: Title:		Xxxx Xxxxxxxx General Partner