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.





**DEMAND
      PROMISSORY NOTE**




U.S.
                $21,027.40
            May
                14, 2008Original
                Investment Date (determined pursuant to Rule
                144(d)(3)(ii):
            November
                16, 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 TWENTY ONE THOUSAND TWENTY SEVEN DOLLARS AND FORTY CENTS (U.S. $21,027.40).
      The entire principal amount hereunder shall be due and payable in full on demand
      (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 Demand 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. 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 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.  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) Business 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 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;
      or




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(ii)  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;




3.  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.




4.  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.




5.  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.




6.  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.




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7.  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.




8.  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.




9.  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.




10.  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.





IN
      WITNESS WHEREOF, the Maker has caused this Demand 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




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