**EXCHANGE
      AGREEMENT**





This
      Exchange Agreement (“Agreement”) is made as of May 14, 2008 by and among Diet
      Coffee, Inc., a Delaware corporation (the “Company”), and Interstellar Holdings,
      LLC (the “Investor”).





**RECITALS**





A.  From
      September 30, 2007 through November 16, 2007, Tarun Mendiratta invested an
      aggregate of $112,000 in the Company, and the Company agreed to repay these
      amounts upon demand at an interest rate of ten percent (10%) per annum. Due
      to
      mistake, inadvertence, and neglect, the Company did not prepare written demand
      notes evidencing this indebtedness in writing. On November 30, 2007, Mr.
      Mendiratta has assigned all right, title, and interest in the right to repayment
      of this indebtedness to the Investor. A schedule of these investments is set
      forth on Exhibit A hereto.




B.  From
      October 1, 2007 through November 15, 2007, the Investor invested an aggregate
      of
      $35,000 in the Company, and the Company agreed to repay these amounts upon
      demand at an interest rate of ten percent (10%) per annum. Due to mistake,
      inadvertence, and neglect, the Company did not prepare written demand notes
      evidencing this indebtedness in writing. A schedule of these investments is
      set
      forth on Exhibit B hereto.





C.  As
      of the
      date hereof, the principal balance on these evidences of indebtedness (the
      “Evidences of Indebtedness”) is $147,000.00 and the accrued interest is
      $8,786.85.





D.  The
      Company and the Investor desire to exchange these Evidences of Indebtedness
      for
      two new promissory notes (the “Notes”) in
      the
      aggregate principal amount of $155,786.85, the forms of which are attached
      hereto as Exhibits C and D, respectively, on the terms and subject to the
      conditions set forth herein.





**AGREEMENT**





It
      is
      agreed as follows:





1.
            **EXCHANGE
                OF SECURITIES.**





1.1  Exchange
      of Securities . In
      reliance upon the representations and warranties of the Company and the Investor
      contained herein and subject to the terms and conditions set forth herein,
      the
      Investor agrees to sell, assign, transfer and deliver to the Company, and the
      Company agrees to purchase from the Investor, the Evidences of Indebtedness
      in
      exchange for the issuance of the Notes by the Company to the Investor, in the
      principal amounts set forth on Exhibits C and D, respectively.




1




1.2  Deliveries
      by Company .  Concurrently
      with the execution of this Agreement, or as soon thereafter as practicable,
      the
      Company will deliver the Notes to the Investor, in the principal amounts set
      forth on Exhibits C and D, respectively.





1.3  Deliveries
      by Investor .
      By
      execution of this Agreement, the Investor hereby assigns and transfers to the
      Company all of the Investor’s right, title and interest in and to the evidences
      of indebtedness. From time to time after the effective date of this Agreement,
      and without further consideration, the Investor will execute and deliver such
      other instruments of transfer and take such other actions as the Company may
      reasonably request in order to facilitate the transfer to the Company of the
      securities intended to be transferred hereunder.





2.
            **COVENANTS.**





2.1  Taxes .  The
      issuance of certificates for shares of Common Stock on conversion of the
      principal amount and interest outstanding under the Notes shall be made without
      charge to the Payee for any documentary stamp or similar taxes that may be
      payable in respect of the issue or delivery of such certificate.





2.2  Holding
      Period .
      The
      Company agrees and stipulates that, for purposes of Rule 144 of the Securities
      Act of 1933, as amended (the “Securities Act”), the Notes, and any shares issued
      upon conversion of the Notes, are deemed to have been acquired by the Investor
      on the original investment dates set forth on Exhibits A and B, respectively,
      and as specified on the face page of the Notes, pursuant to Rule 144(d)(3)(ii)
      of the Securities Act.





3.
            **REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANY.**





The
      Company represents and warrants that the following statements are true and
      correct in all material respects as of the date hereof, except as expressly
      qualified or modified herein.





3.1  Organization
      and Good Standing .
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Delaware and has full corporate power and
      authority to enter into and perform its obligations under this Agreement, and
      to
      own its properties and to carry on its business as presently conducted and
      as  proposed
      to be conducted.




3.2  Validity
      of Transactions .
      This
      Agreement, and each document executed and delivered by the Company in connection
      with the transactions contemplated by this Agreement, including this Agreement,
      have been duly authorized, executed and delivered by the Company and is each
      the
      valid and legally binding obligation of the Company, enforceable in accordance
      with its terms, except as limited by applicable bankruptcy, insolvency
      reorganization and moratorium laws and other laws affecting enforcement of
      creditor’s rights generally and by general principles of equity.




3.3  Valid
      Issuance of Conversion Shares . The
      shares of Common Stock that may be issued under the Notes (the “Conversion
      Shares”), when issued and delivered in accordance with the terms thereof for the
      consideration expressed therein, will be duly and validly issued, fully paid
      and
      nonassessable and free of restrictions on transfer, other than restrictions
      on
      transfer under this Agreement, the Notes, and under applicable federal and
      state
      securities laws, will be free of all other liens and adverse claims.




2




3.4  No
      Violation .
      The
      execution, delivery and performance of this Agreement has been duly authorized
      by the Company’s Board of Directors and will not violate any law or any order of
      any court or government agency applicable to the Company, as the case may be,
      or
      the Articles of Incorporation or Bylaws of the Company, and will not result
      in
      any breach of or default under, or, except as expressly provided herein, result
      in the creation of any encumbrance upon any of the assets of the Company
      pursuant to the terms of any agreement or instrument by which the Company or
      any
      of its assets may be bound. No approval of or filing with any governmental
      authority is required for the Company to enter into, execute or perform this
      Agreement.




3.5  Securities
      Law Compliance .
      The
      offer, issue, sale and delivery of the Notes, and upon conversion of the Notes,
      the Conversion Shares, will constitute exempted transactions under the
      Securities Act, and registration of the any of the Conversion Shares under
      the
      Securities Act is not required.




3.6  Resales
      Under Rule 144 .
      With a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that
      may at any time permit the Investor to sell Conversion Shares to the public
      without registration, the Company will do all of the following:





3.7.1  use
      its
      commercial best efforts to make and keep public information available, as those
      terms are understood and defined in Rule 144;




3.7.2  take
      such
      action, including compliance with the reporting requirements of section 13
      or
      15(d) of the 1934 Act, as is necessary to enable the Investor to utilize Rule
      144;




3.7.3  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act; and




3.7.4  furnish
      to the Investor, so long as the Investor owns any Conversion Shares, forthwith
      upon written request:




(1)  a
      written
      statement by the Company as to its compliance with the reporting requirements
      of
      Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject
      to such reporting requirements);




(2)  a
      copy of
      the most recent annual or quarterly report of the Company and such other reports
      and documents so filed by the Company;




3




(3)  an
      opinion of the Company’s counsel that the Conversion Shares may be resold in the
      absence of an effective registration thereof under the Securities Act pursuant
      to Rule 144; and




(4)  such
      other documents as may be reasonably requested in availing the Investor of
      any
      rule or regulation of the SEC that permits the selling of any such Conversion
      Shares without registration or pursuant to such form.





4.
            **REPRESENTATIONS
                AND WARRANTIES OF THE
                INVESTOR.**





The Investor
      hereby represents, warrants, and covenants with the Company as
      follows:





4.1  Legal
      Power .
      The
      Investor has the requisite power and is authorized to enter into this Agreement
      and to carry out and perform its obligations under the terms of this
      Agreement.




4.2  Due
      Execution .
      This
      Agreement has been duly authorized, executed and delivered by the Investor,
      and,
      upon due execution and delivery by the Company, this Agreement will be a valid
      and binding agreement of the Investor.




4.3  Restricted
      Securities .




4.3.1  The
      Investor has been advised that neither the Notes nor the Conversion Shares
      have
      been registered under the Securities Act or any other applicable
      securities laws. The
      Investor acknowledges that the Notes and the Conversion Shares may be issued
      as
“restricted securities” as defined by Rule 144 promulgated pursuant to the
      Securities Act. Neither the Notes nor the Conversion Shares may be resold in
      the
      absence of an effective registration thereof under the Securities Act and
      applicable state securities laws unless, in the opinion of the Company’s
      counsel, an applicable exemption from registration is available.




4.3.2The
      Investor understands and acknowledges that the Notes and the Conversion Shares,
      when issued, may bear the following legend:




THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
      FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
      SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
      JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.




4




5.
            **MISCELLANEOUS.**





5.1  Governing
      Law. This
      Agreement shall be governed by and construed under the laws of the State of
      Connecticut.





5.2  Successors
      and Assigns. Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors, assigns, heirs, executors,
      and
      administrators of the parties hereto.





5.3  Entire
      Agreement. This
      Agreement and the Exhibits hereto and thereto, and the other documents delivered
      pursuant hereto and thereto, constitute the full and entire understanding and
      agreement among the parties with regard to the subjects hereof and no party
      shall be liable or bound to any other party in any manner by any
      representations, warranties, covenants, or agreements except as specifically
      set
      forth herein or therein. Nothing in this Agreement, express or implied, is
      intended to confer upon any party, other than the parties hereto and their
      respective successors and assigns, any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      herein.





5.4  Severability. In case
      any provision of this Agreement shall be invalid, illegal, or unenforceable,
      it
      shall to the extent practicable, be modified so as to make it valid, legal
      and
      enforceable and to retain as nearly as practicable the intent of the parties,
      and the validity, legality, and enforceability of the remaining provisions
      shall
      not in any way be affected or impaired thereby.





5.5  Amendment
      and Waiver. Except
      as otherwise provided herein, any term of this Agreement may be amended, and
      the
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance, either retroactively or prospectively, and either for
      a
      specified period of time or indefinitely), with the written consent of the
      Company and the Investor. Any amendment or waiver effected in accordance with
      this Section shall be binding upon each future holder of any security purchased
      under this Agreement (including securities into which such securities have
      been
      converted) and the Company.





5.6  Notices. All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be effective when delivered personally, or sent by telex
      or
      telecopier (with receipt confirmed), provided that a copy is mailed by
      registered mail, return receipt requested, or when received by the addressee,
      if
      sent by Express Mail, Federal Express or other express delivery service (receipt
      requested) in each case to the appropriate address set forth below:





If
              to the Company:
            Diet
                Coffee, Inc.
              134
                  Cedar Street
                Nutley,
                  NJ 07100




5




If
              to the Investor:
            Interstellar
                Holdings, LLC
              1446
                  Redding Road
                Fairfield
                  CT, 06824





5.7  Titles
      and Subtitles. The
      titles of the paragraphs and subparagraphs of this Agreement are for convenience
      of reference only and are not to be considered in construing this
      Agreement.





IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date set
      forth above.






**COMPANY**DIET COFFEE, INC.By:Adam
                J. Engel,
              President  **INVESTOR**INTERSTELLAR HOLDINGS, LLCBy:Leonard
                    Amato,
                  Manager
 6


**EXHIBIT
      A**


**MENDIRATTA
      DEMAND LOANS**


**(assigned
      to Interstellar Holdings on November 30, 2007)**





**Date**
            
            **Amount**
            
            **Accrued
                Interest**9/30/2007
            
            $
            50,000.00
            
            $
            3,109.599/30/2007
            
            $
            7,500.00
            
            $
            466.4410/1/2007
            
            $
            25,000.00
            
            $
            1,547.9510/5/2007
            
            $
            10,000.00
            
            $
            608.2210/5/2007
            
            $
            10,000.00
            
            $
            608.2210/10/2007
            
            $
            5,000.00
            
            $
            297.2610/15/2007
            
            $
            7,500.00
            
            $
            435.6210/16/2007
            
            $
            6,000.00
            
            $
            346.8510/20/2007
            
            $
            2,500.00
            
            $
            141.7810/21/2007
            
            $
            3,500.00
            
            $
            197.5310/21/2007
            
            $
            2,500.00
            
            $
            141.1011/16/2007
            
            $
            7,500.00
            
            $
            369.86$
            112,000.00
            
            $
            6,722.47





A-1




**EXHIBIT
      B**


**INTERSTELLAR
      DEMAND LOANS**





**Date**
            
            **Amount**
            
            **Accrued
                Interest**10/1/2007
            
            $
            25,000.00
            
            $
            1,547.9510/31/2007
            
            $
            5,000.00
            
            $
            268.4911/15/2007
            
            $
            5,000.00
            
            $
            247.95$
            35,000.00
            
            $
            2,064.38





B-1




**EXHIBIT
      C**


**CONVERTIBLE
      PROMISSORY NOTE**

















C-1




**EXHIBIT
      D**


**DEMAND
      PROMISSORY NOTE**














D-1