EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this "Agreement") is made and entered into effective
      as of
      the 13th day of December, 2007 (the “Effective Date”), by and between
DIET
      COFFEE, INC.,
      a
      Delaware corporation (hereafter referred to as the "Company"), and ADAM
      ENGEL (hereafter
      referred to as “Executive”). The Company and Executive may sometimes hereafter
      be referred to singularly as a “Party” or collectively as the
“Parties.”

    


    W
      I T N E S S E T H:

    


    1.
      Employment and Duties of Executive

    


    On
      the
      terms and subject to the conditions hereinafter set forth, and beginning as
      of
      the Effective Date, the Company employs Executive as its President, Chief
      Executive Officer, Chief Financial Officer, Treasurer and Secretary and the
      Executive will serve as the Company’s employee in that position. Executive shall
      also have such additional powers, authority, functions, duties, and
      responsibilities as may be reasonably assigned to him, from time to time, by
      the
      Board of Directors of the Company (the “Board”). 

    


    2.
      Place of Employment

    


    The
      required duties of Executive under this Agreement shall be performed by
      Executive at the Company’s current offices in the New York, New York and in New
      Jersey after expiration of the current lease, and in such other place or places
      to which Company may, from time to time, request Executive to travel in
      connection with Executive’s duties under this Agreement. 

    


    3.
      Time to be Devoted to Contractual Duties of Executive

    


    Executive
      shall give his best efforts and endeavors, on a full time basis, to the
      discharge of his duties under this Agreement and shall not, at any time during
      the Term (as defined in Agreement Paragraph 4), engage in any business activity
      other than the business activities permitted or required hereunder, or enter
      into the services of or be employed in any capacity or for any purpose by any
      individual, firm, association, organization, partnership (general or limited),
      corporation, limited liability company, or other party or legal entity other
      than the Company (or any affiliate of the Company), on a fee or salary or other
      compensatory basis, it being the intention of the Company and Executive that
      the
      capacity in which Executive is hired by the Company under this Agreement
      represents a full-time duty and responsibility. The foregoing shall not be
      interpreted to (a) prohibit Executive from engaging in recreational, charitable,
      religious, or community service activities outside the scope of Executive’s
      employment under this Agreement, or from making passive investments in
      businesses or enterprises, (b) prohibit Executive from holding stock or other
      equity interests in a publicly traded entity (even if such entity is competitive
      with the Company so long as such ownership does not exceed one percent (1%));
      or
      (c) prohibit Executive from taking part in a real estate ventures, so long
      as:
      (i) such activities or investments, individually or in the aggregate, do not
      interfere or require services on the part of Executive that interfere with
      Executive’s performance of his duties and obligations under this Agreement; (ii)
      such activities or investments do not involve or relate to any activities or
      business in competition with the business of the Company or any affiliates
      of
      the Company (except as provided in item (b) above), and (iii) Executive has
      complied with Paragraph 10 of this Agreement with respect to each such activity
      and investment.

    


    
      
         

      

      
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    4.
      Term of Employment

    


    The
      term
      of the Company’s employment of Executive shall be for a period of three (3)
      years from the Effective Date (such period being referred to as the “Initial
      Term”). After the expiration of the Initial Term, the employment of Executive
      shall continue for successive three (3) month periods. The Initial Term
plus
      any
      period or periods of time during which the employment of Executive continues
      with the Company after the expiration of the Initial Term is sometimes referred
      to as the “Term.”

    


    5.
      Compensation of Executive

    


    A. (1) As
      compensation for the services and duties performed and to be performed by
      Executive as provided in this Agreement, the Company agrees to pay Executive
      a
      salary in the amount of ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) per
      annum
      (“Base Salary”), less applicable withholding, F.I.C.A., and other lawful
      deductions, such salary to be payable semi-monthly, in equal installments,
      in
      arrears, and otherwise in accordance with the Company’s payroll policies in
      effect from time to time. The Board will review Executive's compensation
      annually to consider possible upward adjustments (it being agreed that the
      base
      salary shall not be reduced during the Initial Term).

     

    (2) The
      Company may pay all or part of the Executive’s Base Salary in shares
(the
      “Shares”) of the Company’s Common Stock
      on the
      terms and conditions set forth herein. The number of Shares to be issued shall
      be calculated by dividing the amount of the Fee due and owing by the average
      of
      the Per Share Market Values during the three (3) Trading Days immediately
      preceding the date on which the payment is due. The Shares shall be issued
      in
      the form of a stock award under the Company’s 2007 Stock Incentive Plan No. 2
      (or successor plan) and will be registered as set forth under Section 5.A.(3)
      below; provided,
      however,
      that
      Consultant shall have established and adopted a Rule 10b5-1 sales agreement
      and
      plan in relation to the sale of such shares in substantially the form attached
      hereto as Exhibit
      “B”
      and
      shall sell the shares pursuant to the 10b5-1 plan. For the purposes of this
      Section 5.A.(2), “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 payment
      period, as determined in good faith by the Company.

     

    
      
         

      

      
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    (3) As
      soon
      as practicable, following the execution of this Agreement, the Company will
      set
      aside, out of its existing stock compensation plan(s), the Shares and register
      such Shares on a Form S-8 or other applicable registration statement, which
      the
      Company agrees to file, if not already filed, with the Securities and Exchange
      Commission (the “Commission”) as soon as practicable after the date
      hereof.

     

    (4) In
      the
      event that this Agreement is terminated for “cause” (as defined in Section
      7.A.(b)), the Company shall have the right, but not the obligation, to rescind
      the issuance of the Shares and place a stop-transfer order with the Company’s
      transfer agent with respect to the certificate representing the Shares. In
      the
      event that Executive has disposed of any of the Shares prior to such termination
      for “cause,” the Executive shall purchase in the open market the number of
      shares of the Company’s common stock so disposed and return such shares to the
      Company, along with any Shares not so disposed, for cancellation.

     

    B. Executive
      may also receive bonuses, from time to time, in the discretion of the Board,
      depending upon Executive’s performance and achievement of specific goals, and
      upon the profitability of the Company, which bonuses may be payable in cash,
      options, and common stock, in the discretion of the Board. 

    


    C. (1)
      On or
      as soon as practicable after the date of this Agreement, the Company’s Board of
      Directors shall grant
      Executive options to purchase a total of 3,600,000 shares of Company’s Common
      Stock (the “Options”), with an exercise price of $.01(which price shall not be
      less than 85% of the Fair Market Value (as defined in the Plan)) of the
      Company’s Common Stock on the date of grant. The Options shall be granted under
      the Company’s 2007 Stock Incentive Plan No. 2 (the “Plan”) and shall be subject
      to the terms and conditions of the Plan. In the event that any provision of
      this
      Agreement respecting the Options shall conflict with the terms of the Plan,
      however, the terms of this Agreement shall control. The Options shall be
      incentive stock options, within the meaning of Section 422 of the Internal
      Revenue Code of 1986, as amended (the “Code”), to the extent permitted by law,
      and shall have a 5-year term. The Options shall become vested and exercisable
      over a 3-year schedule, with 100,000 shares vesting during each month of the
      Executive’s employment provided that the Executive remains in the employ of the
      Company continuously through the applicable vesting date; provided, however,
      that the Options shall vest immediately upon a Change of Control (as defined
      below) of the Company.

    


    (2) For
      purposes of this Agreement, “Change in Control” means the occurrence of any of
      the following after the date of this Agreement with respect to the Company:
      (A)
      the acquisition (other than from the Company) in one or a series of transactions
      by any Person, as defined in this Section 5.D.(2), of the beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Securities Exchange
      Act
      of 1934, as amended) of 40% or more of (1) the then outstanding shares of the
      securities of the Company, or (2) the combined voting power of the then
      outstanding securities of the Company entitled to vote generally in the election
      of directors (the “Company Voting Stock”); (B) the closing of a sale or other
      conveyance of all or substantially all of the assets of the Company; (C) the
      effective time of any merger, share exchange, consolidation, or other business
      combination of the Company if immediately after such transaction persons who
      hold a majority of the outstanding voting securities entitled to vote generally
      in the election of directors of the surviving entity (or the entity owning
      100%
      of such surviving entity) are not persons who, immediately prior to such
      transaction, held the Company Voting Stock; or (D) the execution and delivery
      by
      the Company of an agreement providing for any of the transactions described
      in
      paragraphs (A), (B) or (C) of this Section 5.C.(2), provided that such
      transaction does in fact occur. For purposes of this Section 5.C.(2) a “Person”
means any individual, entity or group within the meaning of Section 13(d)(3)
      or
      14(d)(2) of the Securities Exchange Act of 1934, as amended, other than:
      employee benefit plans sponsored or maintained by the Company and corporations
      or other entities controlled by the Company.

    


    
      
         

      

      
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    D. Executive
      shall be authorized to incur, and shall be entitled to receive prompt
      reimbursement for, all reasonable expenses incurred by Executive in (i) setting
      up the Company’s office in its New Jersey location upon expiration of the lease
      for the New York office and (ii) performing his duties and carrying out the
      responsibilities hereunder, including business meals, entertainment, and travel
      expenses, provided that Executive complies with all of the applicable policies,
      practices and procedures of the Company related to the submission of expense
      reports, receipts, or similar documentation of those expenses. The Company
      shall
      either pay directly, or reimburse Executive for such expenses in accordance
      with
      Company policies.

    


    E. In
      addition to the amounts set forth above, Executive shall have the option to
      participate in any salary deferral, 401(k), SEP, or savings plan or other
      similar plan which the Company or its successors or assigns makes available
      to
      its employees. Executive shall be required to comply with the conditions
      attendant to coverage by such plans and shall comply with and be entitled to
      benefits only in accordance with the terms and conditions of such plans as
      they
      may be amended from time to time.

    


    F. During
      the Term, Executive shall be entitled to four (4) weeks of annual vacation
      time
      per calendar year determined in accordance with the vacation policies of the
      Company from time to time in effect. To the extent that Executive does not
      utilize the full amount of vacation time allotted in any given calendar year,
      Executive will receive a cash payment within 30 days of the end of such calendar
      year for any used vacation time. Such cash payment will be calculated based
      upon
      Executive’s Base Salary for the calendar year in which such unused vacation time
      occurred.

    


    G. No
      additional compensation (above the compensation referred to in this
      Paragraph 5) shall be due or payable by Company to Executive under this
      Agreement, but nothing in this Agreement shall prohibit the Company from paying
      Executive any additional amount as a bonus or otherwise, as the Company may
      determine from time to time.

    


    6.
       Covenants,
      Representations, and Warranties of Executive

    


    A. Executive
      covenants, agrees, and promises that during the Term: (a) except as
      permitted under this Agreement, Executive will not engage, directly or
      indirectly, in any business other than the business of the Company, except
      at
      the direction of or with the prior written approval of the Company;
      (b) Executive will truthfully and accurately make, maintain, and preserve
      all records and reports that the Company may from time to time request or
      require; (c) Executive will fully account for all money, records, goods, wares,
      merchandise, and other property belonging to the Company and/or to the Company’s
      clients of which Executive has custody, and will pay over and/or deliver same
      promptly whenever and however Executive may be directed to do so;
      (d) Executive
      will (i) make reasonable efforts to obey all rules, regulations, and special
      instructions applicable to him and (ii) be loyal and faithful to the Company
      at
      all times; and (e) Executive agrees that upon termination of his employment
      under this Agreement for any reason he will immediately surrender and turn
      over
      to the Company all books, records, forms, mailing lists, client lists, potential
      client lists, specifications, formulae, data, processes, papers, and writings
      related to the Company’s business and all other property belonging to the
      Company together with, except as hereinafter set forth, all copies of the items
      mentioned in this Agreement Paragraph 6.A., it being understood and agreed
      that
      the same are the Company’s sole property.

    


    
      
         

      

      
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    B. Executive
      hereby represents and warrants to Company that (a) Executive is experienced
      in
      the subject matter of this Agreement and fully competent to exercise and
      discharge his duties and obligations under this Agreement, and (b) the execution
      of this Agreement by Executive does not violate the terms or conditions of
      any
      prior employment agreements to which Executive has been a party, and at the
      time
      of execution of this Agreement, Executive is not a party to any other employment
      or consulting agreement and any other employment agreement between the
      Executive, on the one hand, and the Company (and/or its affiliates), is
      terminated and the Company (and/or its affiliates) is (are) released from all
      obligations thereunder.

    


    7.
      Termination

    


    A. The
      employment of Executive may be terminated upon the occurrence of any one of
      the
      following events:

    


    (a) Business
      Reason.
      The
      Company may, at its election, and for any reason (i.e., any lawful reason other
      than Cause) and effective immediately (or such longer period as determined
      by
      the Company in its sole discretion), terminate Executive’s employment upon
      written notice to Executive. Executive, effective no less than thirty (30)
      days
      after written notice thereof to the Company, may resign his employment with
      the
      Company. A
      resignation for “Good Reason” shall mean a resignation of your employment within
      sixty (60) days of the occurrence of any of the following events: (i) without
      your written consent, a material reduction of your duties, position or
      responsibilities; (ii) without your written consent, a significant reduction
      by
      the Company in your base salary as in effect immediately prior to such
      reduction; or (iii) without your written consent, a requirement that you
      relocate your office to a location more than seventy (70) miles from its
      then-current location. A resignation of your employment for any other reason
      or
      in any other circumstances will be a resignation “Without Good
      Reason.”

    


    
      
         

      

      
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    (b) With
      Cause.
      The
      Company may, upon written notice effective immediately, terminate the employment
      of Executive at any time during the Term for “Cause.” For purposes of this
      Agreement, “Cause” shall mean the following: (i)
      if
      Executive should be convicted of or pleads nolo
      contendre
      to any
      felony offense or to a crime of moral turpitude (whether or not a felony);
      (ii)
if
      Executive should be unable or incapable of performing the essential functions
      of
      his job position for a period of thirty (30) consecutive days in any twelve
      (12)
      month period, or one hundred twenty (120) days during any twelve (12) month
      period, whether or not such days are consecutive (as used herein, “unable or
      incapable of performing essential job functions” shall mean the inability of
      Executive, on account of a mental, physical, or other condition, to perform
      his
      essential job functions as determined by at least two of three medical
      physicians or by agreement of the Company and Executive or his designee (if
      the
      determination is to be made by medical physicians, the Executive or his designee
      shall appoint one such physician, the Company shall appoint one, and the two
      so
      appointed shall appoint the third medical physician)); (iii) if Executive should
      (1) misappropriate funds or property of the Company, or of any affiliate of
      the Company, (2) secure or attempt to secure personally any profit in
      connection with any transaction entered into on behalf of the Company or of
      any
      affiliate of the Company, or (3) make any material misrepresentation to the
      Company or any affiliate of the Company; (iv) if Executive fails to comply
      with
      any of his duties and obligations under this Agreement and such failure
      continues for fifteen (15) days after written notice to Executive from the
      Company of such failure; (v) if
      Executive fails to comply with the Conflict of Interest Guidelines attached
      as
Exhibit “A”
      to this
      Agreement, and such failure continues for five (5) days after notice to
      Executive; (vi) if
      Executive shall give notice of resignation under Paragraph 7.A(a); or (vii)
if
      Executive commits an act involving dishonesty, theft, or conduct that one could
      reasonably expect to impair or injure the reputation of, or harm, the Company
      or
      any affiliate of the Company.

    


    (c) Death
      of Executive.
      This
      Agreement will terminate automatically on the death of the
      Executive.

    


    B. In
      the
      event of the termination of the employment of Executive, Executive shall be
      entitled to compensation under Paragraph 5.A earned by him prior to the
      date of termination as provided herein. Additionally, if during the Initial
      Term, the Executive resigns with good reason or the Company terminates
      Executive’s employment with the Company for any
      reason
      other
      than under Paragraph 7.A(b)(i), 7.A.(b)(iii), 7.A.(b)(iv), 7.A.(b)(v), or
      7.A.(b)(vii) or if during the Initial Term, Executive’s employment with the
      Company is terminated due to Executive’s death under Paragraph 7.A(c), then
      Executive (or his estate, as applicable) shall be entitled to and shall receive,
      as his or its sole and exclusive remedy (Executive hereby waiving all other
      rights or remedies in the event of such a termination), a severance payment
      equal to six (6) months’ of Executive’s base salary (computed using the annual
      compensation then payable to Executive under Paragraph 5.A) for six (6)
      months, which shall be paid monthly following the termination of employment
      for
      the balance of the Initial Term. Additionally, in the event the Company
      terminates Executive’s employment under Paragraph 7.A(a) hereof, the duration of
      Executive’s covenants under Paragraph 10 hereof shall last until the expiration
      of six (6) months from the date of such termination (however, the Company may
      extend the duration of such covenant to up to twelve (12) months from the date
      of such termination by increasing the severance payment payable to Executive
      under the immediately preceding sentence to up to twelve (12) month’s base
      salary - but the Company shall be under no obligation to do so).
      If: (i) Executive resigns from his employment with the Company under
      Paragraph 7.A(a) at any time; or (ii) during the Initial Term, the
      Company terminates the employment of Executive pursuant to Paragraph 7.A(b)(i),
      7.A(b)(iii), 7.A(b)(iv), 7.A(b)(v), 7.A(b)(vi), or 7.A(b)(vii); or
      (iii) subsequent to the Initial Term, the Company terminates the employment
      of Executive pursuant to any provision of Paragraph 7.A(b); or (iv) subsequent
      to the Initial Term, Executive’s employment with the Company is terminated due
      to Executive’s death under Paragraph 7.A(c), then the Company shall have the
      obligation to pay to Executive all amounts earned under Paragraph 5.A prior
      to the termination of employment, but the Company shall have no obligation
      to
      pay Executive any amount otherwise coming due and payable under this Agreement
      after the date of such termination and Executive shall be entitled to no other
      or further compensation as of the date of termination of his employment or
      thereafter. Additionally, if, after the Initial Term, the Company (but
not
      Executive) terminates Executive’s employment under Paragraph 7.A(a) or
      Paragraph 7.A.(b)(ii), Executive shall be entitled, as his sole and exclusive
      remedy (Executive hereby waiving all other rights or remedies in the event
      of
      such a termination) a severance payment equal to six (6) month’s salary (based
      on the annual compensation payable to Executive under Paragraph 5.A), which
      shall be paid monthly for six (6) months following the termination of
      employment; provided, however, if Executive becomes employed or otherwise earns
      income from sources other than the Company during such six (6) month period,
      then the Company’s obligation to pay such severance payment shall be reduced
      dollar for dollar by each dollar received by Executive during such six (6)
      month
      period.

    


    
      
         

      

      
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    C. If
      your employment with the Company is terminated by the Company “Without Cause”
(as defined herein) or if you resign “With Good Reason” you shall be entitled to
      the same level of health (i.e. medical, vision and dental) coverage and benefits
      as in effect for you on the day immediately preceding the day of termination
      of
      employment; provided, however that (A) you constitute a qualified beneficiary,
      as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as
      amended; and (B) you elect continuation coverage pursuant to the Consolidated
      Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time
      period prescribed pursuant to COBRA. The Company shall continue to provide
      you
      with such health coverage until the earlier of (i) the date you are no longer
      eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve
      (12)
      months from the termination date.

    


    8.
      Confidential Information; Ideas

    


    A. 
      The
      Company promises that it will give Executive access to some or all of its
      Confidential Information (as defined in this Paragraph 8.A.) during his
      employment under this Agreement, including, without limitation, certain trade
      secrets, know-how, mailing lists, clients lists, potential client lists,
      employee records, and other sensitive, proprietary, or confidential information
      and knowledge concerning the business of the Company, and/or affiliates of
      the
      Company (hereafter collectively referred to as “Confidential Information”) which
      the Company desires to protect. Executive understands that such Information
      is
      sensitive, proprietary, or confidential, and he agrees that he will not, at
      any
      time (and whether during or after Executive’s employment with the Company),
      reveal such Confidential Information to anyone outside the Company. The term
      “Confidential Information,” as used in this Agreement, shall not include
      information that (a) is already known to Executive from sources other than
      the Company; (b) is or becomes generally available to the public other than
      as a result of a disclosure by Executive; (c) is disclosed to Executive by
      a person or entity who is not bound by any agreement regarding the confidential
      nature of such information; or (d) is required to be disclosed by law or by
      regulatory or judicial process. The provisions of this Paragraph 8 shall survive
      any termination or expiration of this Agreement, and the termination of
      Executive’s employment with the Company (for whatever cause or
      reason).

    


    
      
         

      

      
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    B. Executive
      agrees that all ideas, improvements, inventions, discoveries, systems,
      techniques, formulas, devices, methods, processes, programs, designs, models,
      prototypes, copyrightable works, mask works, trademarks, service marks, trade
      dress, software programs, hardware improvements, business slogans, and other
      things of value conceived, reduced to practice or made or learned by Executive,
      either alone or with others, while employed by the Company and for twelve (12)
      months thereafter that relate to the Company's business and/or the business
      of
      affiliates of the Company (hereinafter collectively referred to as the "Ideas")
      belong to and shall remain the sole and exclusive property of the Company
      forever. Further, Executive agrees to promptly and fully disclose to the
      Company’s President such Ideas in writing. In addition, Executive agrees,
      without additional compensation, to cooperate and do any and all lawful things
      requested by Company necessary or useful to ensure that the ownership by the
      Company of such Ideas is protected. This cooperation includes, but is not
      limited to, executing all documents required by the Company, and otherwise
      assisting Company to vest title of such Ideas in Company and to obtain, maintain
      and enforce for Company’s benefit, any patents, copyrights, mask work
      registration, trade and service mark registrations, or other legal protection
      for any Ideas in any and all countries, during or after employment with Company.
      Executive will continue to assist Company as provided in the preceding sentence
      even after termination of Executive’s employment with Company, but Company shall
      compensate Executive at a reasonable rate after his termination for the time
      actually spent by Executive in response to a written request by Company.
If
      Company is unable for any reason to secure Executive's signature on any document
      needed in connection with the actions specified in the preceding paragraph,
      Executive hereby irrevocably designates and appoints Company and its duly
      authorized officers and agents as Executive's agent and attorney-in-fact to
      act
      for and on Executive's behalf to execute, verify, and file any such documents
      and to do all other lawfully permitted acts to further the purposes of the
      preceding paragraph with the same legal force and effect as if executed by
      Executive. Executive hereby waives and quitclaims to Company any and all claims,
      of whatever nature, which Executive has or may have later for infringement
      of
      any proprietary rights assigned by Executive to Company. Executive hereby
      assigns to the Company all of Executive’s right, title, and interest in and to
      all such Ideas and all patents, trademarks, copyrights, other registrations,
      and
      applications which may be obtained as a result of the Ideas, throughout the
      United States and all foreign countries. Executive agrees that no Ideas shall
      be
      regarded as having been conceived, reduced to practice, made, or learned by
      Executive prior to Executive's employment. Executive's
      obligations under this Agreement shall continue after his termination of
      employment with the Company. This Agreement shall inure to the benefit of
      Company, its successors (including by merger) and assigns, and is binding upon
      the assigns, executors, and administrators and other legal representatives
      of
      Executive.

    


    9.
      Arbitration

    


    A. If
      any
      dispute between the Company and Executive arises out of or is related to this
      Agreement, Executive’s employment, or Executive’s separation from employment
      with Company for any reason, and the parties to this Agreement cannot resolve
      the dispute, the Company and Executive shall submit the dispute to final and
      binding arbitration. The arbitration shall be conducted in accordance with
      the
      American Arbitration Association’s (“AAA”) National Rules for the Resolution of
      Employment Disputes (“Rules”). If the parties cannot agree to an arbitrator, an
      arbitrator will be selected through the AAA’s standard procedures and Rules.
      Company and Executive shall share the costs of arbitration, unless the
      arbitrator rules otherwise. Company and Executive agree that the arbitration
      shall be held in New York, New York. 
      Arbitration of the parties’ disputes is mandatory, and in lieu of any and all
      civil causes of action or lawsuits either party may have against the other
      arising out of or related to this Agreement, Executive’s employment, or
      Executive’s separation from employment with Company, with the exception that
      Company alone may seek a temporary restraining order and temporary injunctive
      relief in a court to enforce the protective covenants as provided in this
      Agreement (Paragraph 10.C). Executive acknowledges that by agreeing to this
      provision, he knowingly
      and voluntarily waives
      any right he may have to a jury trial based on any claims he has, had, or may
      have against the Company,
      including any right to a jury trial under any local, municipal, state or federal
      law including, without limitation, claims under Title VII of the Civil Rights
      Act of 1964, 42 U.S.C. Section 1981, the Americans With Disabilities Act of
      1990, the Age Discrimination In Employment Act of 1967, the Family Medical
      Leave
      Act, the Sarbanes-Oxley Act, the Older Workers Benefit Protection Act, the
      Texas
      Commission on Human Rights Act, claims of harassment, discrimination or wrongful
      termination, and any other statutory or common law claims.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    B. Before
      the arbitration hearing is conducted, the arbitrator shall have the authority
      to
      consider and grant a motion to dismiss and motion for summary judgment by
      applying the standards governing these motions under Federal Rules of Civil
      Procedure 12 and 56. The arbitrator shall issue a written decision and award,
      which shall explain the basis of the decision. The decision and award shall
      be
      exclusive, final, and binding on both Executive and the Company, and all heirs,
      executors, administrators, successors, and assigns. 

    


    C. Both
      Executive and the Company understand that, by agreeing to arbitration, they
      are
      agreeing to substitute one legitimate dispute resolution forum (arbitration)
      for
      another (litigation), and thereby are waiving the right to have disputes
      resolved in court

    


    10.
      Restrictive Covenants

    


    A. As
      an
      inducement for Company’s agreement to employ Executive, to provide Executive
      with trade secrets and other Confidential Information, and to enter into this
      Agreement, Executive hereby agrees that during the Term, and for a period of
      twenty-four (24) full calendar months after (i) the expiration of the Term
      (as
      the same may be extended) or (ii) the termination of Executive’s employment with
      the Company for whatever reason or cause (whichever may occur later), or for
      the
      maximum period of time permitted by law, whichever is less, Executive shall
      not,
      whether for profit or not, whether on his own behalf or on behalf of any person
      or firm in any capacity whatsoever, engage in the "Prohibited Activity" (as
      hereinafter defined) within the "Relevant Geographical Area" (as hereinafter
      defined). Serving as a partner, member, trustee, receiver, custodian, manager,
      stockholder, officer, director, owner, joint venturer, associate, employee,
      consultant, adviser or in any other capacity whatsoever with respect to any
      person or firm engaged in the Prohibited Activity within the Relevant
      Geographical Area shall be conclusively deemed engagement in the Prohibited
      Activity within the Relevant Geographical Area regardless of whether such
      service is for profit or whether such person or firm engages in the Prohibited
      Activity for profit . In this Agreement, the phrase "Prohibited Activity" shall
      mean, directly or indirectly: (i) soliciting the Company’s customers; or (ii)
      working independently or for any person or firm involved in any business engaged
      in by the Company and/or by any of its subsidiaries or affiliates during the
      Term, including, without limitation, steel fabrication. For purposes of this
      Agreement, the phrase "Relevant Geographical Area" shall mean the area within
      political boundaries of the State of New York and any and all other areas in
      which the Company or any of its subsidiaries or affiliates transact business;
      provided, however, if the geographic area defined in this Agreement Paragraph
      10.A. exceeds the maximum geographic area permitted by law or for any other
      reason does not state a geographic area within which the provisions of this
      Paragraph 10 A. are enforceable, then the provisions of this Paragraph 10
      A. shall apply within the maximum geographic area permitted by law in which
      such
      provisions are enforceable.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    B. As
      an
      inducement for Company’s agreement to employ Executive, to provide Executive
      with trade secrets and other Confidential Information, and to enter into this
      Agreement, Executive hereby agrees that during the Term, and for a period of
      twenty-four (24) full calendar months after: (i) the expiration of the Term
      (as
      the same may be extended) or (ii) the termination of Executive’s employment with
      the Company for whatever reason or cause (whichever may occur later), or for
      the
      maximum period of time permitted by law, whichever is less, Executive shall
      not
      induce or attempt to influence or persuade any employee of Company or any of
      its
      affiliates to terminate his employment with the Company (or with the applicable
      affiliate).

    


    C. In
      addition to all other remedies at law and in equity which the Company might
      have
      for Executive’s breach of the covenants set forth in this Paragraph 10, the
      Parties agree that in the event of any breach or attempted or threatened breach
      of any such covenant, the Company shall also have the right to obtain a
      temporary restraining order, temporary injunction and permanent injunction
      against Executive prohibiting such breach or attempted or threatened breach,
      merely by proving the existence of such breach, or attempted or threatened
      breach (by a preponderance of the evidence) and without the necessity of proving
      either inadequacy of legal remedy or irreparable harm.

    


    D. Executive’s
      covenants set forth in this Paragraph 10 are independent and severable from
      every other provision of this Agreement; and the breach of any other provision
      of this Agreement by the Company or any other agreement between Executive and
      the Company shall not affect the validity of the provisions of this Paragraph
      10
      or constitute a defense of Executive in any suit or action brought by the
      Company to enforce the provisions of this Paragraph 10 or to seek any relief
      from Executive’s breach thereof.

    


    E. Each
      of
      the Parties agree and stipulate that: (i) the agreements and covenants not
      to
      compete contained in this Paragraph 10 are fair and reasonable in light of
      all
      of the facts and circumstances of the relationship between Executive and the
      Company; (ii) the consideration provided by the Company is not illusory; and
      (iii) the consideration given by the Company under this Agreement gives rise
      to
      the Company’s interest in restraining and prohibiting Executive from engaging in
      the Prohibited Activity within the Relevant Geographical Area as provided under
      this Paragraph 10 and the covenants not to engage in the Prohibited Activity
      within the Relevant Geographical Area pursuant to this Paragraph 10 are designed
      to enforce such consideration. The Parties are aware, however, that in certain
      circumstances, courts have refused to enforce certain agreements not to compete.
      Therefore, in furtherance of and not in derogation of the provisions of the
      preceding sentence, the Parties agree that if a court should decline to enforce
      the any of the provisions of this Paragraph 10, such affected provisions shall
      be deemed to be modified to restrict competition with the Company to the maximum
      extent, in both time and geography, which the court shall find enforceable.
      The
      provisions of this Paragraph 10 shall survive any termination or expiration
      of
      this Agreement, and the termination of Executive’s employment with the Company
      (for whatever cause or reason, as modified by Paragraph 7.B of this
      Agreement).

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    11.
      Notice

    


    Any
      and
      all notices permitted or required to be given under the terms of this Agreement
      shall be in writing and may be served by certified mail, with return receipt
      requested and proper postage prepaid, addressed to the Party to be notified
      at
      the appropriate address specified below, or by delivering the same in person
      to
      such Party, or by prepaid telegram addressed to the Party to be notified at
      said
      address, or by Federal Express or another nationally recognized courier service
      addressed to the Party to be notified at said address. Notice given by certified
      mail as aforesaid shall be deemed given and received three (3) days after
      mailing, whether or not actually received. Any notice given in any other above
      authorized manner shall be deemed received upon actual receipt; but shall also
      be deemed received upon attempted delivery if such delivery is not accepted.
      The
      addresses of the parties are as follows:

    


    
      	 If to the Company:	Diet
              Coffee, Inc.
	 	16 East 40th
              Street, 12th
              Floor
	 	 New York, NY 10016
	 	 
	 If to Executive:	Adam
              Engel
	 	[address]
	 	 


    

     

    The
      address of any Party may be changed by notice given in the manner provided
      in
      this Paragraph.

    


    12.
      General Provisions

    


    A. This
      Agreement may not be assigned by Executive. This Agreement may be assigned
      in
      whole or in part by the Company. Executive expressly agrees to honor and accept
      such assignment or other transfer and, upon the consummation thereof, to attorn
      to the Company’s assignee and to perform his duties and obligations hereunder
      for the benefit of the Company’s assignee as if the Company’s assignee were the
      Company named herein. Executive further agrees that, upon the consummation
      of
      such assignment or other transfer, all references herein to the Company shall
      become and shall be deemed to be references to the Company’s assignee and the
      Company shall be relieved of all obligations hereunder.

    


    B. This
      Agreement shall be governed by, construed, and enforced in accordance with
      the
      internal, local laws of the State of New York (without regard to conflicts
      of
      law rules) and the obligations of the Company and Executive shall be performable
      in New York, New York.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    C. The
      Company agrees to provide to the Executive all rights of indemnification to
      the
      fullest extent permitted by law and by the Company’s certificate of
      incorporation and bylaws as well as advancement of attorneys’ fees and costs as
      incurred during the pendency of a claim or action. The Company agrees to
      maintain director’ and officers’ insurance for the benefit of the Executive
      providing coverage identical to that of other senior executive officers of
      the
      Company. The indemnification and directors’ and officers’ coverage shall extend
      to actions and services undertaken or performed by the Executive or omissions,
      not only as an employee of the Company, but as an employee, agent, director
      or
      consultant of any other entity for which the Executive renders services at
      the
      request of the Company.

    


    D. This
      Agreement contains the entire agreement between the Parties relative to the
      subject matter hereof and supersedes and replaces all prior communications
      and
      agreements (oral or written) between Executive and the Company. No variation,
      modification, or change of this Agreement shall be binding upon either Party
      hereto unless set forth in a document duly executed by both
      Parties.

    


    E. This
      Agreement is intended to express the Parties’ mutual intent, and irrespective of
      the Party preparing this document, no rule of construction shall be applied
      against such Party, as both Parties have actively participated in the
      preparation and negotiation of this Agreement.

    


    F. No
      consent or waiver, express or implied, by a Party to or of any breach or default
      by the other Party in the performance by the other Party of its obligations
      under this Agreement shall be deemed or construed to be a consent or waiver
      to
      or of any other breach or default in the performance by such other Party of
      the
      same or any other obligation of such Party under this Agreement (e.g., any
      waiver or consent from the Company with respect to any term or provisions of
      this Agreement or any other aspect of Executive’s conduct or employment shall be
      effective only in the specific instance and for the specific purpose for which
      given and shall not be deemed, regardless of frequency given, to be a further
      or
      continuing waiver or consent and the failure or delay of the Company at any
      time
      or times to require performance of, or to exercise any of its powers, rights,
      or
      remedies with respect to any term or provision of this Agreement or any other
      aspect of Executive’s conduct or employment in no manner [except as otherwise
      expressly provided herein] shall affect the Company’s right at a later time to
      enforce any such term or provision). Failure on either Party’s part to complain
      of any act or failure to act of the other Party or to declare the other Party
      in
      default, irrespective of how long such failure or default continues, shall
      not
      constitute a waiver by such Party of such Party's rights under this
      Agreement.

    


    G. If
      any
      provision of this Agreement or the application thereof to any person or
      circumstance shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provision to other persons or
      circumstances shall not be affected thereby and shall be enforced to the
      greatest extent permitted by law.

    


    H. This
      Agreement shall inure to the benefit of and be binding upon the undersigned
      Parties and their respective permitted successors and permitted assigns.
      Whenever, in this instrument, a reference to any Party is made, such reference
      shall be deemed to include a reference to such Party’s permitted successors and
      permitted assigns; however, neither this Paragraph 12.H nor any other
      portion of this Agreement shall be interpreted to constitute a consent to any
      assignment or other transfer of this Agreement or any part hereof other than
      pursuant to and in accordance with this Agreement’s other
      provisions.

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    I. The
      prevailing Party in any dispute between the Parties to this Agreement, arising
      out of the interpretation, application, or enforcement of any provision of
      this
      Agreement, shall be entitled to recover all of its reasonable attorneys' fees
      and costs, whether suit be filed or not, including, without limitation, costs
      and attorneys' fees related to or arising out of any arbitration or trial or
      appellate proceedings or petition for review before any other
      court.

    


    J. Executive
      agrees to diligently adhere to the Conflict of Interest Guidelines attached
      hereto as Exhibit “A”.

    


    


    [SIGNATURE
      PAGE TO FOLLOW]

    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    EXECUTED,
      in multiple counterparts,
      each of
      which shall have the force and effect of an original, on the Effective
      Date.

     

     

    
      	
              "Company"

               

              DIET
                COFFEE, INC.

              a
                Delaware corporation

               

               

              By:
                _______________________________

               

                

            	 	
              "Executive"

               

               

               

               

               

              ________________________________

              Adam
                Engel

               

               

            
	 	 	 


    

    

 

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    

      EXHIBIT
        “A”

      TO
        EMPLOYMENT AGREEMENT

      


      


      DIET
        COFFEE, INC.

      Conflict
        of Interest Guidelines

      


      1. It
        is the
        policy of the Company to conduct its affairs in strict compliance with the
        letter and spirit of the law and to adhere to the highest principles of business
        ethics. Accordingly, all officers, employees, and independent contractors
        must
        avoid activities which are in conflict, or give the appearance of being in
        conflict, with these principles and with the interests of the Company. The
        following are potentially compromising situations which must be avoided.
        Any
        exceptions must be reported to the Company’s Board of Directors and written
        approval for continuation must be obtained.

      


      A. Revealing
        confidential information to outsiders or misusing confidential information.
        Unauthorized divulging of information is a violation of this policy whether
        or
        not for personal gain and whether or not harm to the Company is
        intended.

      


      B. Accepting
        or offering substantial gifts, excessive entertainment, favors, or payments
        which may be deemed to constitute undue influence.

      


      C. Participating
        in civic or professional organizations that involve divulging the Company’s
        confidential information.

      


      D. Initiating
        or approving any form of personal or social harassment of employees in violation
        of any laws.

      


      E. Execution
        of transactions involving insurance products or services or other products
        or
        services not approved by the Company’s Board of Directors or permitted pursuant
        to any existing employment agreement.

      


      F. Improperly
        using or disclosing to the Company any proprietary information or trade secrets
        of any former employer or other person or entity with whom obligations of
        confidentiality exist.

      


      G. Unlawfully
        discussing prices, costs, customers, sales, or markets with competing companies
        or their employees.

      


      H. Violation
        of any applicable law, rule and/or regulation, state and/or
        federal.

      


      I. Improperly
        using or authorizing the use of any inventions which are the subject of patent
        claims of any other person or entity.

      


      
        
          
            
              H-DCFF
                employment agreement (adam
                engel)                                                      
   Exhibit
                “A”

            

          

        

        
            
                                                                                                                                         
       Page 1

          
            

          

        

        
           

        

      

      J. Engaging,
        directly or indirectly, in any business other than performance of employee’s
        duties under this Agreement except at the direction of or with the prior
        written
        approval of the Company’s Board of Directors.

      


      2. Each
        officer, employee, and independent contractor must take every necessary action
        to ensure compliance with these guidelines and to bring problem areas to
        the
        attention of higher management for review. Violations of this conflict of
        interest policy may result in discharge without warning.

      
         

        
 

        
          
            
              
                H-DCFF
                  employment agreement (adam
                  engel)                                                      
   Exhibit
                  “A”

              

            

          

          
              
                                                                                                                                           
       Page 2