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.
                $134,759.45
            May
                14, 2008Original
                Investment Date (determined pursuant to Rule
                144(d)(3)(ii):
            October
                21, 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 THIRTY FOUR THOUSAND SEVEN HUNDRED FIFTY NINE DOLLARS AND FORTY
      FIVE CENTS (U.S. $134,759.45). 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 14,
      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.









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 (60 th )
      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.




5





“ 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.





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
          B-


**EXHIBIT
      B**





**LOAN
      SCHEDULE**





Convertible
      Promissory Note Issued by Diet Coffee, Inc.





Dated:May
      14, 2008





SCHEDULE


OF


CONVERSIONS
      AND PAYMENTS OF PRINCIPAL




Date
                of Conversion
            Amount
                of Conversion
            Total
                Amount Due Subsequent
              To
                Conversion





-Exhibit
          B-