Exhibit
10.33




AGREEMENT
 
 
 Between
 
 
 WaterChef,
Inc.
 
 68 South
Service Rd
 
 Suite
100
 
 Melville,
N.Y, USA
 
 Hereafter
"Wate
Chef
 
 And
 Bircon
Ltd.
 
 40
Jordan St.
 
 POB
182 , Shoham 73142 ISRAEL
 
 Fax :
+972-3-9794165
 
 Hereafter
"Bircon"
 
 
 WaterChef
is a US based public company engage in development and marketing of water
purification systems (hereinafter the "Water Systems")
worldwide;
  
  Bircon is
an Israeli based private company engaged in design, development and production
of ozone based systems and Software development.
 WaterChef
and Bircon have agreed to co-operate in the development, retrofit, modification,
improvement and marketing of water purification systems and other water based
products, according to the following terms and conditions:
 The
first project initiated by WaterChef and developed by Bircon/Tenne on behalf and
for WaterChef is the "First Response Unit"
 1.      Scope
of the agreement
 During
the term of this agreement, Bircon, through and by its CEO Mr. Gil Tenne,
(Tenne), will provide WaterChef with technical consultation,, engineering and
production services per WaterChef's requests and needs, (The services),
including but not limited to production within Bircon's production partners
sites in China.
 During
the term of this agreement, WaterChef will grant Bircon nonexclusive rights to market
and sell WaterChef products in Israel and Europe under WaterChef's trademark.
(Terms and conditions to be agreed upon in writing)
 2.      Duration
 
 This
agreement is for an initial period running until December 31st, 2009 (the
"Initial Period"). The agreement will be automatically extended for an
additional one year after the Initial Period or for any successive one year
periods (each of the initial period and/or any successive year will be referred
to, hereinafter as a "Contract Year"), as long as neither of the two parties
terminates the agreement with a 60 days written notice prior to the end of a
Contract Year.
  
  3.      Non-Competition
 Bircon
will not market and sell, directly or indirectly any "water purification system"
that have been especially "tailored", designed and/or modified and/or
retrofitted for and per WaterChef's order, request, need etc., unless otherwise
agreed between the parties in writing.
 4.      Disclaimer and patents-All
intellectual property, whether patented or   not, generated in
projects that fall within the guidelines of this agreement-in general and, the
First Response Unit- in particular, by all parties involved, including Bircon
Ltd management, employees, subcontractors, fabricators etc. is and shall remain
the sole property of WaterChef unless otherwise agreed in writing.
 Tenne
will assist WaterChef in filing any necessary request for patents.
 5.      Discount
 Bircon
and Water Chef will cross sale their respective products utilizing their best
distributor's prices as agreed upon in writing, from time to time.
 6.      Compensation
 Cash Compensation-For the
services rendered by Bircon and Tenne, WaterChef will pay Bircon a monthly
compensation at the rate of five thousand dollars ($5,000), such amount to be
paid in arrears, by wire transfer to the bank account that Tenne will designate
in writing.
  
  Common stock Purchase Program-Upon consummation of this agreement, Tenne will receive a Common Stock
Purchase Warrant for the purchase of three million shares of WaterChef common
stock at the closing price on the Over the Counter Bulletin Board (OTC::BB) on
the day before the agreement is dated. The warrant shall have a term of four
years and, the warrant shares shall vest and become exercisable, at the rate of
one million shares each on the first, second and third anniversary dates of the
warrant agreement.   Price will be at $.054 per
share
 
 7.      Applicable
Law and Mediation/ Arbitration
 
 This
agreement shall be governed by New York State Law.
 
 In the
event any dispute arises out of this agreement, such dispute shall be brought
before a sole mediator agreed by the parties. If the parties could not agreed by
both parties and, if not resolved by mediation then the dispute shall be brought
before a sole arbitrator agreed by both parties. If the parties could not agree
on the mediator and/or the arbitrator identity, within 21 days from the date
that one of the parties ha srequested mediation or arbitration (per case) in
writing, then the Chairman of the US-Israel Chamber of Commerce will appoint the
mediator/arbitrator.
 
 Agreed to
this 14thday of Dec2007
 
 Water
      Chef Inc.
                    
                    Bircon
      Ltd:/s/
      Leslie Kessler
                    
                    /s/
      Gil Tenne