THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID
        ACT.

      


      THIS
        NOTE
        IS ISSUED IN CONNECTION WITH AN EXCHANGE AGREEMENT BETWEEN THE PAYEE AND
        THE
        MAKER OF EVEN DATE HEREWITH, PURSUANT TO WHICH THE PAYEE EXCHANGED, SURRENDERED,
        AND CONVERTED OTHER SECURITIES FOR THESE SECURITIES, ALL AS SET FORTH IN
        THE
        EXCHANGE AGREEMENT.

      


      CONVERTIBLE
        PROMISSORY NOTE

       

      
        
          	U.S. $155,789.59	
                  May
                    27,
                    2008

                


        

      

       

      Original
        Investment Date (determined pursuant to Rule 144(d)(3)(ii): October
        22, 2007

      


      FOR
        VALUE
        RECEIVED, Diet Coffee, Inc., a Delaware corporation (the “Maker”),
        hereby promises to pay to Interstellar Holdings, LLC, or its successors and
        assigns (the “Payee”),
        at
        its address at 1446 Redding Road, Fairfield CT, 06824, or to such other address
        as Payee shall provide in writing to the Maker for such purpose, a principal
        sum
        of ONE HUNDRED FIFTY FIVE THOUSAND SEVEN HUNDRED EIGHTY NINE DOLLARS AND
        FIFTY
        NINE CENTS (U.S. $155,789.59). The aggregate principal amount outstanding
        under
        this Note will be conclusively evidenced by the schedule annexed as Exhibit
        B
        hereto (the “Loan
        Schedule”).
        The
        entire principal amount hereunder shall be due and payable in full on May
        27,
        2010 (the “Maturity
        Date”),
        or on
        such earlier date as such principal amount may earlier become due and payable
        pursuant to the terms hereof.

       

      1.  Interest
        Rate.
        Interest shall accrue on the unpaid principal amount of this Convertible
        Promissory Note (the “Note”)
        at the
        rate of ten percent (10%) per annum from the date of the first making of
        the
        loan for such principal amount until such unpaid principal amount is paid
        in
        full or earlier converted into shares (the “Shares”)
        of the
        Maker’s common stock, $0.001 par value (the “Common
        Stock”)
        in
        accordance with the terms hereof. Interest hereunder shall be paid
        on
        the Maturity Date or on such earlier date as the principal amount under this
        Note becomes due and payable or
        is
        converted in accordance with the terms hereof and shall be computed on the
        basis
        of a 360-day year for the actual number of days elapsed.

       

      2.  Conversion
        of Principal and Interest.
        Subject
        to the terms and conditions hereof, the Payee, at its sole option, may deliver
        to the Maker a notice in the form attached hereto as Exhibit A (a “Conversion
        Notice”)
        and an
        updated Loan Schedule, at any time and from time to time after the date hereof
        and prior to the payment of the principal amount and all accrued interest
        thereon (the date of the delivery of a Conversion Notice, a “Conversion
        Date”),
        to
        convert all or any portion of the outstanding principal amount of this Note
        plus
        accrued and unpaid interest thereon, for a number of Shares equal to the
        quotient obtained by dividing the dollar amount of such outstanding principal
        amount of this Note plus the accrued and unpaid interest thereon being converted
        by the Conversion Price (as defined in Section 14). Conversions hereunder
        shall
        have the effect of lowering the outstanding principal amount of this Note
        plus
        all accrued and unpaid interest thereunder in an amount equal to the applicable
        conversion, which shall be evidenced by entries set forth in the Conversion
        Notice and the Loan Schedule.

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

       

      3.  Certain
        Conversion Limitations.

       

      (a)  The
        Payee
        may not convert an outstanding principal amount of this Note or accrued and
        unpaid interest thereon to the extent such conversion would result in the
        Payee,
        together with any affiliate thereof, beneficially owning (as determined in
        accordance with Section 13(d) of the Exchange Act (as defined in Section
        14) and
        the rules promulgated thereunder) in excess of 4.999% of the then issued
        and
        outstanding shares of Common Stock. Since the Payee will not be obligated
        to
        report to the Maker the number of shares of Common Stock it may hold at the
        time
        of a conversion hereunder, unless the conversion at issue would result in
        the
        issuance of Shares in excess of 4.999% of the then outstanding shares of
        Common
        Stock without regard to any other shares which may be beneficially owned
        by the
        Payee or an affiliate thereof, the Payee shall have the authority and obligation
        to determine whether and the extent to which the restriction contained in
        this
        Section will limit any particular conversion hereunder. The provisions of
        this
        Section may be waived by Payee upon not less than 61 days’ prior notice to the
        Maker.

       

      (b)  The
        Payee
        may not convert an outstanding principal amount of this Note or accrued and
        unpaid interest thereon to the extent such conversion would result in the
        Payee,
        together with any affiliate thereof, beneficially owning (as determined in
        accordance with Section 13(d) of the Exchange Act and the rules promulgated
        thereunder) in excess of 9.999% of the then issued and outstanding shares
        of
        Common Stock. Since the Payee will not be obligated to report to the Maker
        the
        number of shares of Common Stock it may hold at the time of a conversion
        hereunder, unless the conversion at issue would result in the issuance of
        Shares
        in excess of 9.999% of the then outstanding shares of Common Stock without
        regard to any other shares which may be beneficially owned by the Payee or
        an
        affiliate thereof, the Payee shall have the authority and obligation to
        determine whether and the extent to which the restriction contained in this
        Section will limit any particular conversion hereunder. The provisions of
        this
        Section may be waived by Payee upon not less than 61 days’ prior notice to the
        Maker.

       

      (c)  The
        Payee
        may not convert an outstanding principal amount of this Note or accrued and
        unpaid interest thereon to the extent such conversion would require the Maker
        to
        issue shares of Common Stock in excess of the Maker’s then sufficient authorized
        and unissued shares of Common Stock.

       

      4.  Deliveries.
        Not
        later than three Trading Days (as defined in Section 14) after any Conversion
        Date (the “Delivery
        Date”),
        the
        Maker will deliver to the Payee (i) a certificate or certificates representing
        the number of Shares being acquired upon the conversion of the principal
        amount
        of this Note and any interest accrued thereunder being converted pursuant
        to the
        Conversion Notice (subject to the limitations set forth in Section 3 hereof),
        and (ii) an endorsement by the Maker of the Loan Schedule acknowledging the
        remaining outstanding principal amount of this Note plus all accrued and
        unpaid
        interest thereon not converted (an “Endorsement”).
        The
        Maker’s delivery to the Payee of stocks certificates in accordance clause (i)
        above shall be Maker’s conclusive endorsement of the remaining outstanding
        principal amount of this Note plus all accrued and unpaid interest thereon
        not
        converted as set forth in the Loan Schedule.

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      5.  Mandatory
        Prepayment Upon Triggering Events.
        Upon
        the occurrence of a Triggering Event (as defined below), the Payee shall
        have
        the right (in addition to all other rights it may have hereunder or under
        applicable law), exercisable at the sole option of the Payee, to require
        the
        Maker to prepay all or a portion of the outstanding principal amount of this
        Note plus all accrued and unpaid interest thereon. Such prepayment shall
        be due
        and payable within thirty (30) Trading Days of the date on which the notice
        for
        the payment therefor is provided by the Payee. 

       

      A
        “Triggering Event” means any one or more of the following events (whatever the
        reason and whether it shall be voluntary or involuntary, or effected by
        operation of law or pursuant to any judgment, decree or order of any court,
        or
        any order, rule or regulation of any administrative or governmental
        body):

      


      (i)  any
        default in the payment of the principal of interest on or other payments
        owing
        in respect of this Note, free of any claim of subordination, as and when
        the
        same shall become due and payable (whether on a Conversion Date, the Maturity
        Date, by acceleration or otherwise) and such non-payment continues for ten
        (10)
        Business Days after written notice of non-payment is given by Payee to
        Maker;

       

      (ii)  the
        Maker
        shall fail for any reason to deliver certificates or an Endorsement to the
        Payee
        prior to the sixtieth (60th)
        day
        after a Conversion Date pursuant to and in accordance with Section
        4;

       

      (iii)  the
        Maker
        or any of its subsidiaries shall commence or there shall be commenced against
        the Maker or any such subsidiary a case under any applicable bankruptcy or
        insolvency laws as now or hereafter in effect or any successor thereto, or
        the
        Maker commences any other proceeding under any reorganization, arrangement,
        adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
        or
        similar law of any jurisdiction whether now or hereafter in effect relating
        to
        the Maker or any subsidiary thereof or there is commenced against the Maker
        or
        any subsidiary thereof any such bankruptcy, insolvency or other proceeding
        which
        remains undismissed for a period of 60 days; or the Maker or any subsidiary
        thereof is adjudicated insolvent or bankrupt; or any order of relief or other
        order approving any such case or proceeding is entered; or the Maker or any
        subsidiary thereof suffers any appointment of any custodian or the like for
        it
        or any substantial part of its property which continues undischarged or unstayed
        for a period of 60 days; or the Maker or any subsidiary thereof shall by
        any act
        or failure to act indicate its consent to, approval of or acquiescence in
        any of
        the foregoing; or any corporate or other action is taken by the Maker or
        any
        subsidiary thereof for the purpose of effecting any of the
        foregoing;

       

      6.  No
        Waiver of Payee’s Rights, etc.
        All
        payments of principal and interest shall be made without setoff, deduction
        or
        counterclaim. No delay or failure on the part of the Payee in exercising
        any of
        its options, powers or rights, nor any partial or single exercise of its
        options, powers or rights shall constitute a waiver thereof or of any other
        option, power or right, and no waiver on the part of the Payee of any of
        its
        options, powers or rights shall constitute a waiver of any other option,
        power
        or right. The Maker hereby waives presentment of payment, protest, and notices
        or demands in connection with the delivery, acceptance, performance, default
        or
        endorsement of this Note. Acceptance by the Payee of less than the full amount
        due and payable hereunder shall in no way limit the right of the Payee to
        require full payment of all sums due and payable hereunder in accordance
        with
        the terms hereof.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      7.  Covenants.
        If the
        Per Share Market Value is less than $0.0025 for two consecutive Trading Days,
        Maker will promptly take all corporate action necessary to authorize a reverse
        stock split of its Common Stock of a ratio of at least 1-for-2, including,
        without limitation, (a) adopt proper resolutions of the Maker’s board of
        directors authorizing such reverse stock split, (b) recommend to and otherwise
        use its best efforts to promptly and duly obtain stockholder approval to
        carry
        out such resolutions, whether by means of a special meeting of stockholders
        or a
        written consent of stockholders in lieu thereof, (c) if required under
        applicable law, prepare and mail (within thirty (30) Business Days from such
        date) to the stockholders of the Maker proxy materials or information materials
        requesting authorization to amend the Maker’s articles of incorporation to
        effectuate a reverse stock split of its Common Stock, and (d) within five
        (5)
        Business Days of obtaining such stockholder authorization, file an appropriate
        amendment to the Maker’s articles of incorporation to evidence such reverse
        stock split.

       

      8.  Modifications.
        No term
        or provision contained herein may be modified, amended or waived except by
        written agreement or consent signed by the party to be bound
        thereby.

       

      9.  Cumulative
        Rights and Remedies; Usury.
        The
        rights and remedies of the Payee expressed herein are cumulative and not
        exclusive of any rights and remedies otherwise available. If it shall be
        found
        that any interest outstanding hereunder shall violate applicable laws governing
        usury, the applicable rate of interest outstanding hereunder shall be reduced
        to
        the maximum permitted rate of interest under such law.

       

      10.  Collection
        Expenses.
        If this
        obligation is placed in the hands of an attorney for collection after default,
        and provided the Payee prevails on the merits in respect to its claim of
        default, the Maker shall pay (and shall indemnify and hold harmless the Payee
        from and against), all reasonable attorneys’ fees and expenses incurred by the
        Payee in pursuing collection of this Note.

       

      11.  Successors
        and Assigns.
        This
        Note shall be binding upon the Maker and its successors and shall inure to
        the
        benefit of the Payee and its successors and assigns. The term “Payee” as used
        herein, shall also include any endorsee, assignee or other holder of this
        Note.

       

      12.  Lost
        or Stolen Promissory Note.
        If this
        Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute
        and deliver to the Payee a new promissory note containing the same terms,
        and in
        the same form, as this Note. In such event, the Maker may require the Payee
        to
        deliver to the Maker an affidavit of lost instrument and customary indemnity
        in
        respect thereof as a condition to the delivery of any such new promissory
        note.

       

      13.  Governing
        Law.
        This
        Note shall be governed by and construed and enforced in accordance with the
        internal laws of the State of Connecticut without regard to the principles
        of
        conflicts of law thereof. Each party hereby irrevocably submits to the exclusive
        jurisdiction of the state and federal courts sitting in the county of Fairfield,
        State of Connecticut, for the adjudication of any dispute hereunder or in
        connection herewith or with any transaction contemplated hereby or discussed
        herein and hereby irrevocably waives, and agrees not to assert in any suit,
        action or proceeding, any claim that it is not personally subject to the
        jurisdiction of any such court, that such suit, action or proceeding is
        improper. Nothing contained herein shall be deemed to limit in any way any
        right
        to serve process in any manner permitted by law.

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      14.  Definitions.
        For the
        purposes hereof, the following terms shall have the following meanings:


       

      “Business
        Day”
means
        any day except Saturday, Sunday and any day which shall be a legal holiday
        or a
        day on which banking institutions in the State of New York are authorized
        or
        required by law or other government action to close.

      


      “Conversion
        Price”
shall
        be $0.001 per share (which shall not be adjusted if the Maker, at any time
        while
        this Note is outstanding, (a) shall pay a stock dividend or otherwise make
        a
        distribution or distributions on shares of its Common Stock or any other
        equity
        or equity equivalent securities payable in shares of Common Stock, (b) subdivide
        outstanding shares of Common Stock into a larger number of shares, (c) combine
        (including by way of reverse stock split) outstanding shares of Common Stock
        into a smaller number of shares, or (d) issue by reclassification of shares
        of
        the Common Stock any shares of its capital stock).

      


      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended.

      


      “Per
        Share Market Value”
means
        on any particular date (a) the closing bid price per share of Common Stock
        on
        such date on the OTC Bulletin Board or on such Subsequent Market on which
        the
        shares of Common Stock are then listed or quoted, or if there is no such
        price
        on such date, then the closing bid price on the OTC Bulletin Board or on
        such
        Subsequent Market on the date nearest preceding such date, or (b) if the
        shares
        of Common Stock are not then listed or quoted on the OTC Bulletin Board or
        a
        Subsequent Market, the closing bid price for a share of Common Stock in the
        over-the-counter market, as reported by the National Quotation Bureau
        Incorporated or similar organization or agency succeeding to its functions
        of
        reporting prices) at the close of business on such date, or (c) if the shares
        of
        Common Stock are not then reported by the National Quotation Bureau Incorporated
        (or similar organization or agency succeeding to its functions of reporting
        prices), then the average of the “Pink Sheet” quotes for the relevant conversion
        period, as determined in good faith by the Payee.

      


      “Person”
means
        a
        corporation, an association, a partnership, limited liability company an
        organization, a business, an individual, a government or political subdivision
        thereof or a governmental agency.

      


      “Securities
        Act”
means
        the Securities Act of 1933, as amended.

      


      “Subsequent
        Market”
means
        the New York Stock Exchange, American Stock Exchange, Nasdaq SmallCap Market
        or
        Nasdaq National Market.

      


      “Trading
        Day”
means
        (a) a day on which the shares of Common Stock are traded on such Subsequent
        Market on which the shares of Common Stock are then listed or quoted, or
        (b) if
        the shares of Common Stock are not listed on a Subsequent Market, a day on
        which
        the shares of Common Stock are traded in the over-the-counter market, as
        reported by the OTC Bulletin Board, or (c) if the shares of Common Stock
        are not
        quoted on the OTC Bulletin Board, a day on which the shares of Common Stock
        are
        quoted in the over-the-counter market as reported by the National Quotation
        Bureau Incorporated (or any similar organization or agency succeeding its
        functions of reporting prices); provided, however, that in the event that
        the
        shares of Common Stock are not listed or quoted as set forth in (a), (b)
        and (c)
        hereof, then Trading Day shall mean any day except Saturday, Sunday and any
        day
        which shall be a legal holiday or a day on which banking institutions in
        the
        State of Connecticut are authorized or required by law or other government
        action to close.

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the Maker has caused this Convertible Promissory. Note to
        be
        duly executed and delivered as of the date first set forth above.

       

      
        
          	 	 	 
	 	DIET
                  COFFEE,
                  INC.
	 
 	 
 	 
 
	 	By:  	                                                    
                  
	 	
                  Name: 
                    Adam J. Engel

                  Title:   
                    President

                


        

      

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      
         


      

      EXHIBIT
        A

       

      NOTICE
        OF CONVERSION

       

      Dated:

       

      The
        undersigned hereby elects to convert the principal amount and interest indicated
        below of the attached Convertible Promissory Note into shares of common stock,
        $0.001 par value (the “Common
        Stock”),
        of
        Diet Coffee, Inc., according to the conditions hereof, as of the date written
        below. No fee will be charged to the holder for any conversion.

       

      Exchange
        calculations: ______________________________________________

      


      Date
        to
        Effect Conversion: ___________________________________________

       

      Principal
        Amount and Interest of 

      Convertible
        Note to be Converted: _____________________________________

      


      Number
        of
        shares of Common Stock to be Issued: ________________________

      


       

      Applicable
        Conversion Price:

       

      Signature:
        __________________________________________

       

      Name:_____________________________________________

       

      Address:
        ___________________________________________

       

       

      
        
          Exhibit
            A-

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        B

      


      LOAN
        SCHEDULE

      


      Convertible
        Promissory Note Issued by Diet Coffee, Inc.

      


      Dated:
        May 27, 2008

      


      SCHEDULE

      OF

      CONVERSIONS
        AND PAYMENTS OF PRINCIPAL

       

      
        	
                Date
                  of Conversion

              	
                Amount
                  of Conversion

              	
                Total
                  Amount Due Subsequent

                To
                  Conversion

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


      


      
        
          Exhibit
            B-