FIRST AMENDMENT TO SUPPLY AND TOLL AGREEMENT

(a)  

The term as set forth in Section 2 of the Agreement (“Term”) shall continue for a period of two (2) years, from April 28, 2011 (the “Effective Date”) to April 27, 2013 and shall automatically renew for one (1) year periods thereafter, provided that at any time, either party may terminate on sixty (60) days written notice.

(a)  

The specifications of the Products are attached hereto.

(b)  

Jammin Java permits Canterbury to make substitutions to the specifications of the Products, where shortages of a particular green coffee make such action necessary in order to maintain supply of finished product in the short term.  However, Canterbury agrees to notify Jammin Java in writing of such occurrences and to make every effort to maintain the quality and consistency of the Products.

(a)  

The price for the Products supplied by Canterbury to Jammin Java under this Amendment, as outlined in Schedule A, shall be as shown on Line 2 – Broad , unless the order satisfies the conditions of the Direct Distributions arrangement.

(b)  

All prices are fixed to December 31, 2011 and thereafter shall be subject to change on thirty (30) days written notice, based on prevailing market conditions, unless a new pricing agreement is entered into.

(a)  

Canterbury agrees to provide Jammin Java with copies of all purchase orders received from Jammin Java’s customers.

(b)  

Freight costs on all orders shipped within Canada, as well as all sample orders,  shall be covered by the XXX per lb cost built in to the Line 2 – Broad price of the Products, as outlined in Schedule A.  Canadian orders are subject to a minimum coffee value of XXX CAD per order.

(c)  

Shipments to the USA shall be FOB Canterbury plant.  Canterbury shall bill for all shipping costs, including but not limited to actual freight, cartage, and brokerage fees.  Jammin Java is responsible for notifying Canterbury if charges are to be billed to Jammin Java or to the customer directly.

(d)  

International orders, excluding USA, shall be shipped ex-works Canterbury plant, subject to “pay then ship” terms.  As an additional service to customers, should the customer request it, Canterbury can make any shipping arrangements on their behalf.  All charges will be billed on invoice to the customer.

(a)  

Any changes in the price of the Products to Jammin Java, effected under Section 4 above, shall thereupon adjust the calculation of Net Proceeds payable to Jammin Java.

(b)  

Losses from bad debts or uncollectible accounts will be borne 90% by Jammin Java.  Canterbury shall carry out due diligence in all credit checks of new accounts and in the administration and management of accounts receivable.  Canterbury shall provide to Jammin Java a monthly report of unpaid accounts receivable balances on Jammin Java customers.

(a)  

The parties agree to an annual sales volume rebate as shown in Schedule A.  Such rebate will be calculated and made payable to Jammin Java fifteen (15) days after the anniversary year of the Effective Date of this Amendment, provided that the minimum poundage requirements have been met.

Per:

Per: /s/ Anh Tran

Name:

Name: Anh Tran

Title:

Title: CEO

I/We have the authority

I/We have the authority

to bind the Corporation

to bind the Corporation

Green Cost per LB

Shrinkage Cost per LB

Royalty Fee per LB

Additional Packaging per LB

Hand Labeling per LB

Toll Fee per LB

Freight Charge per LB

Admin Fee per LB

o  

All Coffees are FTCO

o  

Hand Labeling costs XXX per label

o  

Prices quoted are in Canadian currency.

o  

All prices subject to change on thirty (30) days written notice

Coffee Sales (in Lbs)

Rebate Amount

Up to 100,000

XXX

100,001 to 199,999

XXX

200,000 and over

XXX