CONSULTING
      AGREEMENT

     

    This
      Agreement (the “Agreement”), effective as of October __, 2007 is between Diet
      Coffee, Inc., a Delaware corporation (the “Company”) and David Stocknoff (the
“Consultant”).

     

    A. The
      parties wish to provide for the engagement of the Consultant by the Company
      to
      provide sales and product marketing services.

     

    B. The
      Consultant wishes to receive compensation from the Company for the Consultant’s
      services, and the Company desires reasonable protection of its confidential
      business, technical, and proprietary information that has been acquired and
      is
      being developed by the Company at substantial expense.

     

    The
      parties, each intending to be legally bound, agree as follows:

     

    1. Engagement.
      Subject
      to all of the terms and conditions of this Agreement, the Company agrees to
      engage the Consultant for the term of this Agreement, and the Consultant accepts
      such engagement. The Consultant shall serve the Company as an independent
      contractor and shall not be considered an employee of the Company.

     

    2. Duties.
      The
      Consultant will perform the following duties (the “Services”): 

     

     Subject
      to the control of the Board of Directors of the Company and the supervision
      of
      the Chairman of the Board of the Company, the Consultant will render such
      advice, consultation, information, and services regarding the sales and
      marketing of the Company’s products. The Consultant shall report to the Chairman
      of the Board or the entire Board of Directors of the Company, and the Consultant
      shall have direct and unfettered access to the Board of Directors of the
      Company.

    


    The
      Company understands that the manner and means used by the Consultant to
      accomplish the Services is in the sole discretion and control of the Consultant.
      

    


    3. Statement
      of Services.
      On the
      10th
      day of
      each month following the execution of this Agreement, Consultant shall provide
      the Company with an itemized statement of services that Consultant has rendered
      pursuant to this Agreement. Such statement shall be in a form substantially
      similar to the form attached hereto as Exhibit
      A.

     

    4. Term.
      Subject
      to earlier termination in accordance with Section 4 below, this Agreement shall
      become effective on the date set forth above and will have a term of one month
      and shall automatically renew on a month-to-month basis thereafter unless
      terminated pursuant to Section 5.

     

    5. Termination.
      Subject
      to the respective continuing obligations of the Company and the Consultant
      under
      Sections 8 and 9 below:

     

    (a) Either
      party may terminate this Agreement with or without cause upon thirty (30) days’
prior written notice to the other party;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      Company may terminate this Agreement immediately on written notice to the
      Consultant for cause, including, without limitation, fraud, misrepresentation,
      theft, embezzlement of assets of the Company, or breach of any provision of
      this
      Agreement (including failure to provide the statement of services pursuant
      to
      Section 3); and

     

    (c) This
      Agreement will terminate upon Consultant’s death or upon written notice from the
      Company in the event of Consultant’s disability that prevents the Consultant
      from performing its duties under this Agreement (as described in Section 2
      above).

     

    (d) On
      termination, the Consultant shall deliver to the Company any supplies,
      information, equipment, or any other material provided by the Company for use
      in
      performing the consulting tasks, and all physical property and documents or
      other media (including copies) that contain Confidential
      Information.

     

    6. Compensation.

     

    (a) Compensation.
      In
      consideration of the Consultant’s performance of the Services, the Company shall
      pay the Consultant a consulting fee (the “Fee”) of $12,000 per month, due on the
      20th
      day of
      the month. The Company may pay all or part of the Consultant’s compensation in
      shares (the
      “Shares”) of the Company’s common stock
      on the
      terms and conditions set forth herein. The number of Shares to be issued shall
      be calculated by dividing the amount of the Fee due and owing by the average
      of
      the Per Share Market Values during the three (3) Trading Days immediately
      preceding the date on which the Fee payment is due. The Shares shall be issued
      in the form of a stock award under the Company’s 2007 Stock Incentive Plan (or
      successor plan) and will be registered as set forth under Section 6(b) below;
      provided,
      however,
      that
      Consultant shall have established and adopted a Rule 10b5-1 sales agreement
      and
      plan in relation to the sale of such shares in substantially the form attached
      hereto as Exhibit
      B
      and
      shall sell the shares pursuant to the 10b5-1 plan. For the purposes of this
      Section 6(a), “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. 

     

    (b) Registration.
      As
      soon
      as practicable, following the execution of this Agreement, the Company will
      set
      aside, out of its existing stock compensation plan(s), the Shares and register
      such Shares on a Form S-8 or other applicable registration statement, which
      the
      Company agrees to file, if not already filed, with the Securities and Exchange
      Commission (the “Commission”) as soon as practicable after the date
      hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Rescission;
      Stop Transfers; Buy-In. In
      the
      event that this Agreement is terminated for “cause” (as defined in Section 5(b)
      above), the Company shall have the right, but not the obligation, to rescind
      the
      issuance of the Shares and place a stop-transfer order with the Company’s
      transfer agent with respect to the certificate representing the Shares. In
      the
      event that Consultant has disposed of any of the Shares prior to such
      termination for “cause,” the Consultant shall purchase in the open market the
      number of shares of the Company’s common stock so disposed and return such
      shares to the Company, along with any Shares not so disposed, for
      cancellation.

     

    (d) Reimbursement
      of Expenses.
      The
      Company will reimburse the Consultant in accordance with its normal
      reimbursement policy for reasonable travel and other expenses incurred at the
      Company’s request in carrying out the Consultant’s duties under this Agreement.
      Reimbursement for approved expenses will be made within ten (10) days of receipt
      from the Consultant of an itemized expense report.

     

    7. Representations
      and Warranties of Consultant.
      The
      Consultant represents and warrants to the Company as follows:

     

    (a) Consultant
      has not been engaged to perform, nor will Consultant perform, any services
      in
      connection with capital raising transactions for the Company or services that
      will promote the market for the Company’s common stock. It is mutually
      understood and agreed that any fees for the Services provided by Consultant,
      which result in some benefit for the Company in connection with a capital
      raising transaction or that promote the market for the Company’s common stock,
      shall be negotiated separately from this Agreement.

     

    (b) Consultant
      will provide the Services to the Company, and such Services will be bona fide
      services to the Company.

     

    (c) Consultant
      will not act as a conduit for distributing the Shares to the general
      public.

     

    (d) Neither
      the Company nor any affiliate (as defined in the Securities Act of 1933, as
      amended) has directed, instructed, or caused Consultant to resell the Shares
      in
      the public market, and Consultant will refuse any such direction or
      request.

     

    (e) The
      Company will not directly or indirectly receive a percentage of the proceeds
      from the resale of the Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8. Inventions.

     

    (a) “Inventions,”
      as used in this Section 8, means any inventions, discoveries, improvements
      and
      ideas (whether or not they are in writing or reduced to practice) or works
      of
      authorship (whether or not they can be patented or copyrighted) that the
      Consultant makes, authors, or conceives (either alone or with others) with
      respect to the Company’s business only. The Consultant agrees that all
      Inventions made by the Consultant during or within six months after the term
      of
      this Agreement will be the Company’s sole and exclusive property. The Consultant
      will assign (and the Consultant hereby assigns) to the Company all of the
      Consultant’s rights to the Invention, any applications the Consultant makes for
      patents or copyrights in any country, and any patents or copyrights granted
      to
      the Consultant in any country. 

     

    (b) To
      the
      extent that any Invention qualifies as “work made for hire” as defined in 17
      U.S.C. § 101 (1976), as amended, such Invention shall constitute “work made
      for hire” and, as such, shall be the exclusive property of the
      Company.

     

    9. Confidential Information.
      “Confidential Information,” as used in this Section 9, means information
      that is not generally known and that is proprietary to the Company or that
      the
      Company is obligated to treat as proprietary. Any information that the
      Consultant reasonably considers Confidential Information, or that the Company
      treats as Confidential Information, will be presumed to be Confidential
      Information (whether the Consultant or others originated it and regardless
      of
      how the Consultant obtained it). Except as specifically authorized by an
      authorized officer of the Company or by written Company policies, the Consultant
      will not, either during or after the term of this Agreement, use or disclose
      Confidential Information to any person who is not an employee of the Company,
      except as is necessary to perform his or her duties under this Agreement. Upon
      termination of this Agreement, the Consultant will promptly deliver to the
      Company all records and any compositions, articles, devices, apparatus and
      other
      items that disclose, describe or embody Confidential Information or any
      Invention.

     

    10. No
      Adequate Remedy.
      The
      Consultant understands that if the Consultant fails to fulfill the Consultant’s
      obligations under Sections 8 or 9 of this Agreement, the damages to the Company
      would be very difficult to determine. Therefore, in addition to any other rights
      or remedies available to the Company at law, in equity, or by statute, the
      Consultant hereby consents to the specific enforcement of Sections 8 or 9 of
      this Agreement by the Company through an injunction or restraining order issued
      by an appropriate court.

     

    11. Consent
      to Use of Name.
      The
      Consultant consents to the use of the Consultant’s name, without prior written
      approval, in appropriate Company materials such as, but not limited to, offering
      memoranda related to financing activities of the Company.

     

    12. Miscellaneous.

     

    (a) No
      Conflicts.
      The
      parties agree and understand that the Consultant has other clients that are
      energy sector companies. The Consultant represents and warrants to the Company
      that, to the Consultant’s knowledge, neither the entering into of this Agreement
      nor the performance of any of the Consultant’s obligations hereunder will
      conflict with or constitute a breach under any obligation of the Consultant
      under any agreement or contract to which the Consultant is a party or any other
      obligation by which the Consultant is bound. Without limiting the foregoing,
      the
      Consultant agrees that at no time will the Consultant utilize any trade secrets
      or other intellectual property of any third party while performing services
      hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Nature
      of Relationship.
      The
      Consultant is an independent contractor and will not be deemed to be an employee
      of the Company for the purposes of any employee benefit programs, income tax
      withholding, FICA taxes, unemployment benefits, or otherwise. Accordingly,
      the
      Consultant understands that the Company will not pay or withhold from payments
      to the Consultant under this Agreement any FICA (social security), state
      unemployment or disability insurance premiums, state or federal income taxes,
      or
      other taxes and that Consultant is responsible for paying its own federal
      self-employment tax (in lieu of FICA), state and federal income taxes (including
      estimated tax payments) and other applicable taxes. Consultant also understands
      that he or she will receive no employee benefits of any kind including, for
      example, health insurance.

     

    (c) Successors
      and Assigns.
      This
      Agreement is binding on and inures to the benefit of the Company’s successors
      and assigns, all of which are included in the term the “Company” as it is used
      in this Agreement.

     

    (d) Modification.
      This
      Agreement may be modified or amended only by a writing signed by both the
      Company and the Consultant.

     

    (e) Governing
      Law.
      This
      Agreement will be governed by the laws of the State of New York in all respects,
      including without limitation interpretation, performance, effect and remedies
      (without regard to the laws of conflict of any jurisdiction).

     

    (f) Construction.
      Wherever possible, each provision of this Agreement will be interpreted so
      that
      it is valid under the applicable law. If any provision of this Agreement is
      to
      any extent invalid under the applicable law, such provision will still be
      effective to the extent it remains valid. The remainder of this Agreement also
      will continue to be valid, and the entire Agreement will continue to be valid
      in
      other jurisdictions.

     

    (g) Waivers.
      No
      failure or delay by either the Company or the Consultant in exercising any
      right
      or remedy under this Agreement will waive any provision of the
      Agreement.

     

    (h) Entire
      Agreement.
      This
      Agreement supersedes all previous and contemporaneous oral negotiations,
      commitments, writings and understandings between the parties concerning the
      matters in this Agreement, including without limitation any policy or personnel
      manuals of the Company.

     

    (i) Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and shall be hand-delivered or sent by registered or
      certified first-class mail, postage prepaid, or commercial overnight delivery
      service and shall be effective upon delivery if hand-delivered, three (3) days
      after mailing if mailed or one (1) day after delivery to a commercial overnight
      delivery service.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Company and the Consultant have duly executed this Agreement as of the date
      first above written.

    
      	 	 	 
	 	
              DIET
                COFFEE, INC.

            
	 
 	 
 	 
	
            	By: 
              	
            
	 	
              

              Name:
                Adam Engel
                
                Title:
                  Director

              

            


    

    


    
      	 	 	 
	 	
              DAVID
                STOCKNOFF

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
              David Stocknoff


    

     

    (Signature
      Page to Consulting Agreement)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    FORM
      OF STATEMENT OF SERVICES

     

    CONSULTANT
      NAME

    STREET

    CITY,
      STATE ZIP

    


    Diet
      Coffee, Inc.

    16
      East
      40th
      Street,
      12th
      Floor

    New
      York,
      NY 10016

    


    Re: Consulting
      Services

    


    
      	Date	 	
              Services
                Provided

            	 	Hours
              Spent