**DIET
      COFFEE, INC.**


**CERTIFICATE
      OF DESIGNATIONS, POWERS,**


**PREFERENCES,
      AND RIGHTS OF**


**SERIES
      B PREFERRED STOCK**







Diet
      Coffee, Inc., a Delaware corporation (the “ **Corporation** ”),
      acting pursuant to Section 151 of the General Corporation Law of the State
      of
      Delaware, does hereby submit the following Certificate of Designations, Powers,
      Preferences, and Rights of its Series B Preferred Stock (the “ **Certificate** ”).




1. The
      name
      of the Corporation is Diet Coffee, Inc.




2. The
      Corporation, in its Certificate of Incorporation, has authorized 10,000,000
      shares of preferred stock. By resolution, the Board of Directors of the
      Corporation has designated 1,000,000 shares of preferred stock authorized by
      the
      Certificate of Incorporation as Series B Preferred Stock. No shares of
      Series B Preferred Stock have been issued.




3. Pursuant
      to authority given by the Corporation’s Certificate of Incorporation, the Board
      of Directors of the Corporation has duly adopted the following recital and
      resolution:




**WHEREAS** ,
      Article
      FOURTH of the Certificate of Incorporation of the Corporation authorizes this
      Corporation to issue 10,000,000 shares of preferred stock, $0.001 par value
      per
      share, issuable from time to time in one or more series (the “ **Preferred
      Stock** ”).





**RESOLVED,** the
      Board (as defined below) hereby establishes and designates a class of 1,000,000
      shares of its Preferred Stock, designated as Series B Preferred Stock (the
      “ **Series
      B Preferred Stock** ”).
      The
      rights, preferences, and privileges of the Series B Preferred Stock are set
      forth in this Certificate.




1. Designation
      and Authorized Shares .
      The
      Corporation shall be authorized to issue One Million (1,000,000) shares of
      Series B Preferred Stock, par value $0.001 per shares (the “Series B Preferred
      Stock”).




2. Voting .
      Except
      as otherwise expressly required by law, each holder of Series B Preferred Stock
      shall be entitled to vote on all matters submitted to shareholders of the
      Corporation and shall be entitled to five thousand (5,000) votes for each share
      of Series B Preferred Stock owned at the record date for the determination
      of
      shareholders entitled to vote on such matter or, if no such record date is
      established, at the date such vote is taken or any written consent of
      shareholders is solicited. Except as otherwise required by law, the holders
      of
      shares of Series B Preferred Stock shall vote together with the holders of
      Common Stock on all matters and shall not vote as a separate class.




3. Liquidation .
      The
      holders of Series B Preferred Stock shall not be entitled to receive any
      preference upon the liquidation, dissolution or winding up of the business
      of
      the Corporation, whether voluntary or involuntary, each holder of Series B
      Preferred Stock shall share notably with the holders of the common stock of
      the
      Corporation.




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4. Conversion .
      The
      Series B Preferred Stock shall not be convertible into any shares of common
      stock of the Corporation.




5. Record
      Holders .
      The
      Corporation and its transfer agent, if any, for the Series B Preferred Stock
      may
      deem and treat the record holder of any shares of Series B Preferred Stock
      as
      reflected on the books and records of the Corporation as the sole true and
      lawful owner thereof for all purposes, and neither the Corporation nor any
      such
      transfer agent shall be affected by any notice to the contrary.




6. Restriction
      and Limitations .
      Except
      as expressly provided herein or as required by law so long as any shares of
      Series B Preferred Stock remain outstanding, the Corporation shall not, without
      the vote or written consent of the holders of at least a majority of the then
      outstanding shares of the Series B Preferred Stock, take any action which would
      adversely and materially affect any of the preferences, limitations or relative
      rights of the Series B Preferred Stock, including without limitation cancel
      or
      modify adversely and materially the voting rights as provided in Section 2
      herein.




The
      undersigned, Adam J. Engel, President and Secretary of Diet Coffee, Inc., hereby
      declares and certifies under penalty of perjury that the foregoing Certificate
      is the act and deed of the Corporation and that the facts herein stated are
      true.




Executed
      at Nutley, New Jersey on May __, 2008.




DIET
              COFFEE,
              INC.By:Adam J. Engel,
              President and
                Secretary






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