October
      5, 2007

     

    By
      Hand Delivery

    Mr.
      David
      Stocknoff

    Diet
      Coffee, Inc.

    16
      East
      40th
      Street,
      12th
      Floor

    New
      York,
      NY 10016

    


    Re:  Resignation
      of Employment and Release Of All Claims Agreement

    Dear
      David:

     

    You
      have
      agreed to resign from your position as President, Chief Executive Officer,
      and
      Chairman of the Board of Diet Coffee, Inc., a Delaware corporation (the
“Company”). Accordingly, the Company will provide you with the following
      severance benefits in exchange for your resignation and a release of all claims
      that you may have against the Company. 

     

    This
      letter agreement (the “Letter Agreement”), which is made and entered into by the
      parties as of Effective Date (as defined in Section E.2), documents the terms
      of
      your severance from the Company’s employment. 

     

    Now,
      therefore, in consideration of the mutual promises contained in this Letter
      Agreement, you and the Company agree, covenant, and represent as follows:


    


    
      	
            	A.	
              Resignation
                and Termination Of Employment; Consideration.

            


    

     

    1. You
      agree
      to resign from all positions of employment with the Company, including, but
      not
      limited to, your positions as President and Chief Executive Officer, and the
      Company will accept your resignation, effective October 5, 2007 (the
“Termination Date”). You shall also resign your position as Chairman of the
      Board of Directors. You and the Company hereby agree to waive any and all
      continuing rights and obligations, if any, under your Employment Agreement
      dated
      July 14, 2006, and as amended from time to time (“Employment Agreement”), which
      the parties agree has expired and is of no further force or effect.

    


    2. The
      Company shall pay to you, as consideration for your agreement to resign and
      enter into this Letter Agreement, the total gross amount of $90,000 (the
“Termination Payment”). The Termination Payment shall be paid as follows:
      $20,000 on the Effective Date (of which $10,000 is for reimbursement of
      out-of-pocket business expenses), and thereafter, in equal semi-monthly
      installments of $5,000, which shall be paid on each payroll date of the Company,
      until the entire Termination Payment has been made. The Company will withhold
      from the Termination Payment all applicable payroll taxes, including federal
      and
      state income taxes, as well as other authorized deductions. You acknowledge
      that, upon receipt of the final installation of the Termination Payment, you
      will have been paid all wages, all unreimbursed business expenses, and all
      accrued but unused vacation pay due and owing to you as of the Termination
      Date
      of this Agreement, and you waive any unpaid salary or wage amounts, unreimbursed
      business expenses, and accrued but unused vacation pay.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    3. You
      will
      retain ownership of 2,125,000 shares of the Company’s common stock currently
      held by you. 

    


    
      	 	
              B.

            	
              The
                Company’s Responsibilities.

            


    

    


    1. The
      Company shall withhold from the Termination Payment all state, federal or other
      taxes, as well as any other authorized deductions. 

    


    2. You
      are
      qualified to continue your group-medical and dental benefits for eighteen (18)
      months from the Termination Date at your own expense pursuant to the
      Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If you elect to obtain
      such COBRA coverage, you will pay the full amount of the premiums which are
      chargeable for such COBRA coverage. All other benefits will cease as of the
      Termination Date. 

    


    3. On
      the
      Effective Date, the Company shall issue to you 5,000,000 shares (the “Shares”)
      of common stock of the Company. The Shares shall have the status of “restricted”
securities as the term is defined by Rule 144 under the Securities Act of 1933,
      as amended.

    


    4. You
      and
      the Company will enter into a Consulting Agreement in the form attached hereto
      as Exhibit A, which shall become effective concurrently with the Effective
      Date.

    


    5. You
      and
      the Company agree, covenant and represent that you shall not be eligible for,
      or
      entitled to receive, any severance benefits, stock, stock options, or any other
      benefits other than those specifically identified in this Letter
      Agreement.


     

    
      	 	
              C.

            	
              Your
                Duties And Responsibilities.

            


    

    


    1. You
      hereby agree that you will keep confidential and will not reveal to anyone
      any
      information whatsoever obtained in the course of you employment relating to
      any
      aspect whatsoever of the Company’s business, strategies decision making process,
      finances, customers, customer lists, purchasing and trade practices, strategies,
      financial information, sources or related information, to any other person,
      company, entity group or individual, to the extent that you obtained such
      knowledge or information while employed by the Company (“Confidential
      Information”), except
      that you are not precluded from responding to any inquiry about the Company,
      your employment, or this Letter Agreement to any self regulatory organization,
      regulatory, administrative or governmental agency, in response to judicial
      process or as may be necessary with regard to the preparation and filings with
      the Internal Revenue Service.
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. To
      forestall any use or disclosure of Confidential Information in breach of this
      Letter Agreement, you agree, covenant, and represent that, during the period
      commencing with the Termination Date and for one year thereafter, you will
      not
      directly or indirectly through any person, firm, corporation, or other business
      entity engage in any activity in competition with the Company’s product
      opportunities during your tenure, make any financial investment (except that
      you
      may own up to 2% of the shares in a publicly traded company that may compete
      with the Company’s product opportunities during your tenure, or provide other
      services to a business or individual engaged in competition with the Company’s
      product opportunities during your tenure. If you violate the terms of this
      Section C.2, the Company’s obligation to pay installments of the Termination
      Payments Section A.2.a of this Letter Agreement will immediately cease. However,
      all other terms of this Letter Agreement shall remain in full force and effect.
      

    


    3. You
      acknowledge that the Company’s relationships with its employees, affiliates,
      consultants, customers, clients, business associates, and other persons are
      valuable business assets. To forestall any interference with these
      relationships, you agree, covenant, and represent that during the period
      commencing with the Termination Date and for one year thereafter, you will
      not
      directly or indirectly through any person, firm, corporation, or other business
      entity: (a) divert or attempt to divert from the Company any business of any
      kind in which it is engaged, including, without limitation, the solicitation,
      initiation of contact with, or interference with any of its suppliers or
      customers; or (b) employ, solicit for employment, or recommend for employment
      any person employed by the Company. If you violate the terms of this Section
      C.3, the Company’s obligation to pay installments of the Termination Payments
      Section A.2.a of this Letter Agreement will immediately cease. However, all
      other terms of this Agreement shall remain in full force and effect.


    


    4. You
      further agree, covenant, and represent that you will not take any action or
      make
      any comments that actually or potentially disparage, disrupt, damage, impair,
      or
      otherwise interfere with the Company’s business interests or reputation,
except
      that you are not precluded from responding to any inquiry about the Company,
      your employment, or this Letter Agreement to any self regulatory organization,
      regulatory, administrative or governmental agency, in response to judicial
      process or as may be necessary with regard to the preparation and filings with
      the Internal Revenue Service.

    


    
      	 	
              D.

            	
              Release
                Provisions.

            


    

    


    1. In
      exchange for the consideration described in this Letter Agreement, including
      the
      Termination Payment, and for other good and valuable consideration, the receipt
      and adequacy of which are hereby acknowledged, you for yourself and for your
      heirs, assigns, executors, administrators, agents and successors, past and
      present (collectively, the “Employee Affiliates”), hereby fully and without
      limitation release, covenant not to sue, and forever discharge the Company
      and
      its subsidiaries, parent companies, divisions, affiliated corporations,
      affiliated partnerships, trustees, directors, officers, shareholders, partners,
      agents, representatives, employees, consultants, insurance carriers, attorneys,
      heirs, assigns, executors and administrators, predecessors and successors,
      past
      and present (the “Releasees”), both individually and collectively, from any and
      all rights, claims, demands, liabilities, charges, complaints, obligations,
      promises, agreements, controversies, debts, actions and causes of action whether
      in law or in equity, suits, damages, losses, workers’ compensation claims,
      attorneys’ fees, costs, and expenses, of whatever nature whatsoever, known or
      unknown, fixed or contingent, suspected or unsuspected (“Claims”), that you or
      the Employee Affiliates now have, or may ever have, against the Company or
      any
      of the other Releasees for any acts or omissions by the Company or any of the
      other Releasees occurring prior to the Effective Date of this Agreement. Without
      limiting the generality of the foregoing, this Release applies to any Claims
      that you or the Employee Affiliates now have, or may ever have, against the
      Company or any of the other Releasees that arise out of, or are in any manner
      related to any of the following: (i) your employment by the Company or any
      of
      the other Releasees; (ii) the termination of your employment with the Company
      or
      any of the other Releasees; and (iii) any transactions, occurrences, acts
      or omissions by the Company or any of the other Releasees occurring prior to
      the
      Effective Date of this Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    2. Without
      limiting the generality of the foregoing, you specifically and expressly release
      any Claims against the Company and the other Releasees occurring prior to the
      Effective Date of this Agreement arising out of or related to violations of
      any
      federal or state employment discrimination law, including Executive Order 11141,
      the Age Discrimination In Employment Act, Title VII of the Civil Rights Act
      of
      1964, 29 U.S.C. §1981 et.
      seq.,
      the
      Americans With Disabilities Act, the National Labor Relations Act, the Fair
      Labor Standards Act, the Equal Pay Act, the Rehabilitation Act of 1974, the
      Employee Retirement Income Security Act of 1974, and any analogous laws under
      the state of New York, as well as Claims arising out of or related to violations
      of the provisions of state and federal wage and hour laws, breach of contract,
      express or implied, any covenant of good faith and fair dealing, express or
      implied, fraud, misrepresentation, common counts, unfair competition, unfair
      business practices, negligence, defamation, infliction of emotional distress,
      invasion of privacy, assault, battery, false imprisonment, wrongful termination,
      and any other state or federal law, rule, or regulation.

    


    3. You
      agree, covenant, and represent that you have not suffered any work-related
      injuries while employed by the Company, that you have no intention to file
      any
      claim for workers’ compensation benefits of any type against the Company, and
      that you will not file or attempt to file any claims for workers’ compensation
      benefits of any type against the Company. You acknowledge that the Company
      has
      relied upon these covenants and representations, and that the Company would
      not
      have entered into this Letter Agreement but for these covenants and
      representations. As a result, you agree, covenant, and represent that the
      Company may, but is not obligated to, submit this Letter Agreement to the
      Workers’ Compensation Appeals Board for approval as a compromise and release as
      to any such new or unasserted workers’ compensation claims.

    


    4. In
      exchange for the consideration described in this Letter Agreement, and for
      other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the Company, for itself and its subsidiaries, parent companies,
      divisions, affiliated corporations, affiliated partnerships, trustees,
      directors, officers, shareholders, partners, agents, representatives, employees,
      consultants, insurance carriers, attorneys, heirs, assigns, executors and
      administrators, predecessors and successors, past and present hereby fully
      and
      without limitation releases, covenants not to sue, and forever discharge you
      for
      yourself and for your heirs, assigns, executors, administrators, agents and
      successors, past and present, both individually and collectively, from any
      and
      all rights, claims, demands, liabilities, charges, complaints, obligations,
      promises, agreements, controversies, debts, actions and causes of action whether
      in law or in equity, suits, damages, losses, attorneys’ fees, costs, and
      expenses, of whatever nature whatsoever, known or unknown, fixed or contingent,
      suspected or unsuspected, that the Company now have, or may ever have, against
      you for any acts or omissions by you occurring prior to the Effective Date
      of
      this Agreement. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	E.	
              Older
                Worker’s Benefit Protection
                Act.

            


    

    


    1. This
      Agreement is subject to the terms of the Older Workers Benefit Protection Act
      of
      1990 (the “OWBPA”). The OWBPA provides that an individual cannot waive a right
      or claim under the Age Discrimination in Employment Act (“ADEA”) unless the
      waiver is knowing and voluntary. Pursuant to the terms of the OWBPA, you
      acknowledge and agree that you have executed this Agreement voluntarily, and
      with full knowledge of its consequences. 

     

    2. In
      addition, you hereby acknowledge and agree that: (a) this Letter Agreement
      has been written in a manner which you fully understand; (b) the release
      provisions of this Agreement apply to any rights you may have under the ADEA,
      including the right to file a lawsuit against the Company for age
      discrimination; (c) the release provisions of this Agreement do not apply to
      any
      rights or claims that you may have under the ADEA that arise after the date
      that
      you execute this Agreement; (d) the Company does not have a preexisting duty
      to
      pay the severance and other payments identified in this Agreement; (e) you
      have
      the right to consult with an attorney prior to executing this Agreement; (f)
      you
      will have a period of 21 days in which to consider the terms of this Agreement
      prior to its execution; and (g) you will have a period of seven days after
      execution of this Agreement in which to revoke this Agreement. You further
      understand that this Agreement shall not become effective until expiration
      of
      this seven-day period (the “Effective Date”). 

     

    
      	
            	F.	
              Non-Admission
                of Liability.

            


    

    


    You
      agree, covenant, and represent that this Letter Agreement constitutes a
      compromise of, and full accord and satisfaction of, any and all claims that
      you
      may have against the Company or any other Releasee. You further agree, covenant,
      and represents that this Agreement shall not be treated as an admission of
      liability by the Company, at any time or for any purpose, and may not be used
      in
      any other proceeding, except a proceeding to enforce or interpret the terms
      of
      this Letter Agreement.

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
            	G.	
              Arbitration.

            


    

    


    All
      disputes between you (and your attorneys, successors, and assigns) and the
      Company and/or any other Releasee which arise out of or relate in any manner
      whatsoever to your employment with, or the termination of your employment with,
      the Company (“Arbitrable Claims”) including, without limitation, all disputes
      relating to the validity, interpretation, or enforcement of this Letter
      Agreement, shall be resolved exclusively by arbitration in New York, New York,
      by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), before one
      or more experienced employment arbitrators licensed to practice law in New
      York.
      Such arbitration shall be conducted in accordance with the then-existing
      arbitration rules of JAMS. The parties to this Agreement, and all who claim
      thereunder, shall be (i) conclusively bound by the arbitrator’s decision or
      award, which shall not be subject to appeal; and (ii) have the right to
      have any decision or award rendered in accordance with this provision entered
      as
      a judgment in a court in the State of New York or any other court having
      jurisdiction. The arbitrator shall have the authority to award or grant legal,
      equitable, and declaratory relief. The parties hereby waive any rights they
      may
      have to trial by jury. The Federal Arbitration Act will govern the
      interpretation and enforcement of this Section. The prevailing party in any
      such
      arbitration shall be awarded its costs, expenses, and actual attorney’s fees
      incurred in connection with the arbitration. You and the Company shall each
      be
      responsible for payment of one-half of the amount of the arbitrator’s fee(s).
      The parties specifically agree that the exclusive venue of such arbitration
      shall be New York, New York. 


     

    
      	
            	H.	
              Severability.

            


    

    


    The
      parties to this Agreement agree, covenant and represent that each and every
      provision of this Agreement shall be deemed to be contractual, and that they
      shall not be treated as mere recitals at any time or for any purpose. Therefore,
      the parties further agree, covenant and represent that each and every provision
      of this Agreement shall be considered severable, except for the release
      provisions of Sections D of this Agreement. If a court of competent jurisdiction
      finds the release provisions of Section D of this Agreement to be unenforceable
      or invalid, then this Agreement shall become null and void, and you will repay
      any and all settlement payments made by the Company pursuant to this Agreement
      within a reasonable period of time not to exceed 30 days. If a court of
      competent jurisdiction finds any provision other than the release provisions
      of
      Section D, or part thereof, to be invalid or unenforceable for any reason,
      that
      provision, or part thereof, shall remain in force and effect to the extent
      allowed by law, and all of the remaining provisions of this Agreement shall
      remain in full force and effect and enforceable.


     

    
      	 	
              I.

            	
              General
                Provisions.

            


    

    


    1. You
      represent and warrant that you have not assigned or transferred any interest
      in
      any Claims that you may have against the Company or any of the other Releasees.
      Accordingly, you agree to indemnify and hold the Company and the Releasees
      harmless from any liability, claims, demands, damages, expenses, and attorneys’
fees incurred by the Company or any Releasee as a result of any person or entity
      asserting any such assignment or transfer of any right or claim. You understand
      and agree that this Letter Agreement may be pleaded as a defense,
      cross-complaint, counter-suit, cross-claim, or third party complaint in any
      action involving the Company or any other Releasee.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    2. You
      and
      the Company agree, covenant, and represent that this Letter Agreement and its
      attachments and the Consulting Agreement constitute a single, integrated written
      contract expressing the entire agreement of the parties hereto, and that this
      Letter Agreement supersedes and completely replaces the terms of any other
      agreement that you may have ever had with the Company or any other Releasee.
      There is no other agreement, written or oral, express or implied, between you
      and the Company with respect to the subject matter hereof. This Letter Agreement
      may not be orally modified, and may only be modified in a written instrument
      signed by all parties.

    


    3.
      This
      Letter Agreement has been negotiated and entered into in the State of New York,
      and is to be performed in New York, New York. This Letter Agreement shall be
      governed by and interpreted in accordance with the laws of the State of New
      York, including all matters of construction, validity, performance, and
      enforcement, without regard to New York’s conflict of law rules.

     

    4. This
      Letter Agreement shall be binding upon and shall inure to the benefit of the
      respective heirs, assigns, executors, administrators, successors, subsidiaries,
      divisions and affiliated corporations and partnerships, past and present, and
      trustees, directors, officers, shareholders, partners, agents and employees,
      past and present, of you and the Company.

     

    5. The
      captions and section numbers in this Agreement are inserted for the reader’s
      convenience, and in no way define, limit, construe, or describe the scope or
      intent of the provisions of this Agreement.

     

    6. This
      Agreement has been reviewed by the parties. The parties have had a full
      opportunity to negotiate the terms and conditions of this Agreement.
      Accordingly, the parties expressly waive any common-law or statutory rule of
      construction that ambiguities should be construed against the drafter of this
      Agreement, and agree, covenant, and represent that the language in all parts
      of
      this Agreement shall be in all cases construed as a whole, according to its
      fair
      meaning.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    By
      your
      signature below, you confirm that you accept and agree to all of the provisions
      contained in this Letter Agreement, and that you are executing this Letter
      Agreement voluntarily, with full understanding of its consequences.

     

    
      	 	 	 
	 	
              DIET
                COFFEE, INC.

            
	 
 	 
 	 
 
	
            	
            	
            
	 	
              
By:
              Adam Engel, Director


    

    


    ACKNOWLEDGMENT
      AND AGREEMENT

     

    I
      HAVE
      READ THE FOREGOING LETTER AGREEMENT AND ACCEPT AND AGREE TO ALL OF THE
      PROVISIONS CONTAINED THEREIN, AND HEREBY EXECUTE IT VOLUNTARILY, WITH FULL
      UNDERSTANDING OF ITS CONSEQUENCES. I FURTHER ACKNOWLEDGE AND UNDERSTAND THAT
      THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. 

     

    IF
      THIS
      LETTER AGREEMENT IS SIGNED BEFORE THE 21-DAY REVIEW PERIOD EXPIRES, YOU
      ACKNOWLEDGE AND AGREE THAT YOU HAVE VOLUNTARILY WAIVED THE REVIEW
      PERIOD.

     

    
      	 	 	 
	
              David
                Stocknoff 

            	 	
              Date

            


    

     

    
      
         

      

      
        8