Exhibit 4.3

                           CERTIFICATE OF DESIGNATION

                                       OF

                            SERIES D PREFERRED STOCK

                                       OF

                                 WATERCHEF, INC.

Pursuant to Section 141 (f) of the Delaware General Corporation Law, WaterChef,
Inc., a Delaware corporation (the "Corporation"), does hereby certify as
follows:

1. The following resolution was duly adopted by the Board of Directors on April
15, 1996;

RESOLVED, that there be created a series of the Preferred Stock, par value $.001
per share, of this Corporation consisting of 400,000 shares, to be designated as
the Series D Preferred Stock ("Series D Preferred Stock"), and that the holders
of such shares shall have the rights, preferences and privileges set forth on
Exhibit 1 to this Resolution; and it was further

RESOLVED, that the officers of the Corporation be, and they hereby are,
authorized and empowered to execute and file with the Secretary of State of the
State of Delaware, a certificate of designation setting forth the rights,
preferences and privileges of the holders of the Series D Preferred Stock and to
make such other filings as may be required by as jurisdiction in which the
Corporation may be authorized to do business.

2. Set forth as Exhibit 1 to this Certificate of Designation is a true and
correct copy of the rights, preferences and privileges of the holders of the
Series D Preferred Stock.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
its Chairman and its Secretary this ____day of _____, 1996.

C. Gus Grant

ATTEST:

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For a minimum purchase of 3,000 units an additional 5 shares of the Company's
stock will be issued as incentive shares. These shares will be subject to a
"put" provision whereby between the 20th and the end of the 23rd month the
shareholder may at his/her option sell the shares back to the Company for $0.50
per share (date based on closing of the private placement estimated at July 1,
1996).

RESOLVED, that the Corporation reserve from the authorized and unissued shares
of Common Stock the number of shares required to be reserved for issuance on
sale of the units;

RESOLVED, that the appropriate officers are authorized and empowered to execute
such consents to service, Notice on Form D under Regulation D, and any other
instruments required by reason of the sale of Units as aforesaid, and to file
the same on behalf of the Corporation; and

RESOLVED, that the appropriate officers of the Corporation be and hereby are
authorized and empowered to negotiate and effectuate any changes or amendments
to any of the forms of instruments attached hereto as Exhibits and such other
and collateral documents as may be required or necessitated pursuant to such
Exhibits, and to execute any and all of such instruments on behalf of the
Corporation, such execution to constitute the binding agreement thereto by the
Corporation.

IN WITNESS WHEREOF, the undersigned, being all of the Directors of the
Corporation, have executed this action by Unanimous Written Consent as of the
day of ______, 1996.



DIRECTORS:

---------------------------                          -----------------------
C. Gus Grant John D. Reynolds



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                                    EXHIBIT 1

The designation of, the number of shares constituting, and the rights,
preferences, privileges and restrictions relating to the Series D Preferred
Stock are as follows:

1. Designation and Number of Shares.

The designation of this series of 400,004 shares of Preferred Stock, par value
$.00l per share, created by the Board of Directors of the Corporation pursuant
to the authority granted to it by the Certificate of Incorporation of the
Corporation, is "Series D Preferred Stock." In the event that the. Corporation
does not issue the maximum number of shares of Series D Preferred Stock, the
Corporation may, from time to time, by resolution of the Board of Directors,
reduce the number of shares of Series D Preferred Stock authorized, provided,
that no such reduction shall reduce the number of authorized shares to a number
which is less than the number of shares of Series D Preferred Stock then issued.
The number of shares by which the Series D Preferred Stock is reduced shall have
the status of authorized but unissued shares of Preferred Stock, without
designation as to series until such stock is once more designated as part of a
particular series by the Corporation's Board of Directors.

2. Dividend Rights.

(a) Holders of shares of Series D Preferred Stock shall be entitled to receive,
when and as declared by the Board of Directors, dividends at an annual rate of
0.60 per share (equal to 12% of the 5.00 purchase price per Series D Preferred
Share on original issuance) (i) out of funds of the Corporation legally
available therefore, or (ii) in the whole number of Shares based on the "current
market price" per share of the Common Stock. The current market price shall be
deemed to be the average of the daily closing bid prices for the five (5)
consecutive trading days commencing such number of days prior to (but not
including) the dividend payment date, computed pursuant to 4(d) (iii) (B), as if
such shares had been purchased for cash using the dividend amount per share
payable to the holder of the Preferred Stock on the applicable dividend payment
date. If less than one (1) whole share is issuable based on the foregoing
computation, the dividend shall be paid in cash. No fractional shares or scrip
shall be issued, subject to the provisions of Paragraph 2 (c) of this
Certificate of Designation. The Corporation may retain a firm of independent
public accountants of recognized standing selected by the Board of Directors
(who may be the regular accountants employed by the Corporation) to make any
calculation required by this paragraph 2 (a), and a certificate signed by such
firm shall be conclusive evidence of the correctness of such calculation.
Dividends shall be payable as follows: For the period ending December 31, 1996,
the dividend payment date shall be December 31, 1996; dividends thereafter shall
be paid in semi-annual installments on the dividend payment dates hereinafter
defined. Dividend payment dates subsequent to December 31, 1996 shall be June
30, and December 31, of each year commencing December 31, 1996. Dividends shall
be payable on the dividend payment dates to holders of Series D Preferred Stock
of record on the first day of the month in which such dividend payment date
occurs. Each semi-annual period ending on a dividend payment date is referred to
as a "dividend period." Dividends on the Series D Preferred Stock shall be fully
cumulative and accrue, with respect to each share of Series D Preferred Stock,
from the date such share of Series D Preferred Stock is originally issued.

(b) The amount of any dividends "accrued" on any share of Series D Preferred
Stock at any dividend payment date shall be deemed to be the amount of any
unpaid dividends accumulated thereon to and including such dividend payment
date, whether or not earned or declared, and the amount of dividends "accrued"
on any share of Series D Preferred Stock at any date other than a dividend
payment date shall be calculated as the amount of any unpaid dividends
accumulated thereon to and including the last preceding dividend payment date,
whether or not earned or declared, plus an amount calculated on the basis of the
annual dividend rate set forth in paragraph 2 (a), above, per share for the
period after such last preceding dividend payment date to and including the date
as of which the calculation is made, based on a three hundred sixty (364) day
year of twelve (12) months, each having thirty (30) days.

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(c) Except as provided in this Certificate of Designation, no dividends shall be
declared or paid or set aside for payment on any shares of Common Stock or any
other classes or series of capital stock ranking junior to the Series D
Preferred Stock as to dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for payment thereof is set aside for such
payment on the Series D Preferred Stock for all dividend periods terminating on
or prior to the dividend payment date of such dividends on any such series or
class. Holders of shares of Series D Preferred Stock shall not be entitled to
dividends thereon, whether payable in cash property or stock, in excess of the
full cumulative dividends thereon, as provided in this Certificate of
Designation.

(d) So long as any shares of Series D Preferred Stock shall be outstanding, no
distribution shall be declared or made upon any junior series or class of
capital stock in the event of voluntary and involuntary dissolution, liquidation
or winding up shall be redeemed, purchased or otherwise acquired for any
consideration by the Corporation or by any subsidiary (which shall mean any
corporation or entity, the majority of voting power to elect directors of which
is held directly or indirectly by the Corporation), except by conversion into or
exchange for any such junior series or class of capital stock; unless, in each
case, the full cumulative dividends on all outstanding shares of Series D
Preferred Stock shall have been paid in full for all past dividend periods or
unless the holders of a majority of the Series D Preferred Stock then
outstanding shall consent thereto.

3. Voting Rights

(a) Holders of shares of Series D Preferred Stock shall have the same voting
rights in respect thereof as are accorded to the holders of Common Stock of the
Corporation pursuant to the Amended and Restated Certificate of Incorporation of
the Corporation and by law and shall exercise such voting rights with the
holders of such Common Stock and not as a class, except as set forth in
Paragraph 3(b) below.

(b) Unless the vote of the holders of a greater number of shares of Series D
Preferred Stock shall be then required by law, the consent of the holders of a
majority of the shares of Series D Preferred Stock at the time outstanding,
given in person or by proxy by a vote at a meeting called for such purpose or
given by written consent signed by the holders of the number of shares of Series
D Preferred Stock required for approval, voting or giving consent as a single
class shall be necessary for authorizing, effecting or validating the amendment
alteration or repeal of any of the provisions of the Amended and Restated
Certificate of Incorporation or any amendment thereto or restatement thereof
(including any Certificate of Designation or similar document relating to the
Series D Preferred Stock) which affects or would affect adversely the
preferences, rights, powers or privileges of the holders of shares of Series A
Preferred Stock. The Corporation is not restricted from creating other series of
Preferred Stock which may be senior or junior to or on a parity with the Series
D Preferred Stock as to dividends and/or on voluntary or involuntary
dissolution, liquidation or winding up without the consent of the holders of the
Series D Preferred Stock.

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<PAGE>


4. Right of Corporation to Redeem or Call the Series D Preferred Stock.

(a) Anything contained in this Certificate of Designation to the contrary
notwithstanding, the Corporation shall have the right to redeem or call the
Series D Preferred Stock then outstanding, at any time, and from time to time,
following two years from July 1, 1996, at a price of $5.75 cash per share called
or redeemed, together with any accrued but unpaid dividends thereon to and
including the date of redemption (the "Redemption Price").

(b) The Directors of the Corporation shall have the right in their sole,
exclusive and absolute discretion to determine which, if any, and whether pro
rata or by lot, of the shares of Series D Preferred Stock should be redeemed or
called.

(c) The Directors of the Corporation shall cause written notice of redemption to
be given as set forth in (d) below, to each registered holder of Series D
Preferred Stock to be called or redeemed, at their respective addresses as they
appear on the records of the Corporation, specifying the certificate number(s)
of the shares to be redeemed, the name and address of the transfer agent for the
Series D Preferred Stock. Such notice shall be mailed to said registered holders
by first class, postage prepaid mail no later than the thirteenth day before the
date fixed for redemption (the "Redemption Date"). The notice of redemption
shall set forth the redemption price, the date set for redemption and the place
where certificates for Series D Preferred Stock shall be delivered.

(d) If notice of redemption shall have been given as herein before provided, and
the Corporation shall not default in the payment of the redemption shall be
entitled to all preferences and relative and other rights accorded by this
resolution until and including the date prior to the Redemption Date. If the
Corporation shall default in making payment or delivery as aforesaid on the
Redemption Date, then each holder of the shares called for redemption shall be
entitled to all preferences and relative and other rights accorded by this
resolution until and including the date prior to the date (the "Final Redemption
Date") when the Corporation makes payment or delivery as aforesaid to the
holders of the Preferred Stock. From and after the Redemption Date or, if the
Corporation shall default in making payment or delivery as aforesaid, the Final
Redemption Date, the shares called for redemption shall no longer be deemed to
be outstanding, and all rights of the holders of such shares shall cease and
terminate, except the right of the holders of such shares, upon surrender of
certificates therefore, to receive amounts to be paid hereunder. The deposits of
moneys in trust with the Redemption Agent shall be irrevocable except that the
Corporation shall be entitled to receive from the Redemption Agent the interest
or other earnings, if any, earned on any moneys so deposited in trust, and the
holders of any shares redeemed shall have no claim to such interest or other
earnings, if any, earned on any moneys so deposited in trust; and the holders of
any shares redeemed shall have no claim to such interest or other earnings, and
any balance of moneys so deposited by the Corporation and unclaimed by the
holders of the Preferred Stock entitled thereto at the expiration of two (2)
years from the Redemption Date (or the Final Redemption Date, as applicable)
shall be repaid, together with any interest or other earnings thereon, to the
Corporation, and after any such repayment, the holders of the shares entitled to
the funds so repaid to the Corporation shall look only to the Corporation for
such payment, without interest,

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<PAGE>


5. Liquidation Rights.

(a) In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, holders of the Series D Preferred
Stock shall have no stated rights in the assets of the corporation. Holders of
the Series D Preferred Stock shall be entitled to all dividends (whether or not
earned or declared) on such shares accrued and unpaid thereon to the date of
final payment of distribution, before any payment or distribution upon
dissolution, liquidation or winding up shall be made on any series or class of
capital stock ranking junior to Series D Preferred Stock as to such payment or
distribution.

(b) The sale, conveyance, exchange or transfer (for cash shares of stock,
securities or other consideration) of all or substantially all of the property
and assets of the Corporation shall be deemed a voluntary dissolution,
liquidation or winding up of the Corporation for purposes of this Paragraph 5.
The merger or consolidation of the Corporation into or with any other
corporation or the merger or consolidation of any other corporation into or with
the Corporation, shall not be deemed to be a dissolution, liquidation or winding
up, voluntary or involuntary, for the purposes of this Paragraph 5; provided,
however, that the merger or consolidation of the Corporation into another
corporation shall be deemed to be a voluntary dissolution, liquidation or
winding up of the Corporation for the purposes of this Paragraph 5, unless
either (i) the holders of all shares of Series D Preferred Stock outstanding
upon the effectiveness of such merger or consolidation shall have the right,
upon such effectiveness, to receive for each share of Series D Preferred Stock
held by them upon such effectiveness, one share of Preferred Stock of the
resulting or surviving corporation, which share shall have, to the extent
practicable, dividend and voting rights and rights upon dissolution, liquidation
or winding up reasonably equivalent to those of such share of Series D Preferred
Stock, or (ii) the merger or consolidation was approved by the holders of a
majority of the shares of Series D Preferred Stock then outstanding either at a
meeting of such stockholders or by a written consent in lieu of a meeting.

(c) In the event the assets of the Corporation available for distribution to the
holders of shares of Series D Preferred Stock upon dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to Paragraph 5(a) of thus Certificate of Designation, no such
distribution shall be made on account of any shares of any other class or series
of capital stock of the Corporation ranking on a parity with the shares of
Series D Preferred Stock upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of
Series D Preferred Stock, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.

(d) Upon the dissolution, liquidation or winding up of the Corporation, the
holders of shares of Series D Preferred Stock then outstanding shall be entitled
to be paid out of the assets of the Corporation available for such distribution
to its stockholders all amounts to which such holders are entitled pursuant to
Paragraph 4(a) of this Certificate of Designation before any payment shall be
made to the holders of any class of capital stock of the corporation ranking
junior upon liquidation to Series D Preferred Stock.

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<PAGE>


6. Rank of Series

For purposes of this Certificate of Designation, any stock of any series or
class of the Corporation shall be deemed to rank junior to shares of Series D
Preferred Stock as to dividends or upon liquidation, dissolution or winding up,
as applicable, if such class shall be Common Stock or if the holders of shares
of Series D Preferred Stock shall be entitled to receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Corporation, as applicable, in preference or priority to the holders of shares
of such class or classes.

7. No Preemptive Rights.

No holder of the Series D Preferred Stock shall, as such holder, be entitled as
of right to purchase or subscribe for any shares of stock of the Corporation of
any class or any series now or hereafter authorized or any securities
convertible into or exchangeable for any shares or any warrants, options, rights
or other instruments evidencing rights to subscribe for or purchase any such
shares, whether such shares, securities, warrants, options, rights or other
instruments be unissued or issued and thereafter acquired by the Corporation.

8. "Piggy-back" Registration Rights.

(a) When the Corporation files its first registration statement (defined herein
to include a Notification under Regulation A and the Offering Circular included
therein) under the Act at any time after March 31, 1996, which relates to a
current offering of securities of the Corporation (except in connection with an
offering to employees, a stock option or employee benefit plan, an exchange
offer or an offer to acquire assets) such registration statement and the
prospectus included therein shall also, at the written request to the
Corporation by the holder(s) of Common Stock of the Corporation received as
dividends on the Series D Preferred Stock (hereinafter referred to as "Common
Stock"), include such Common Stock in such registration statement and meet the
requirements of the Act with respect to the public offering of such Common Stock
in compliance with the Act. The Corporation shall give written notice to the
holder(s) of such Common Stock (hereinafter referred to collectively as
"Holder(s)" of its intention to file a registration statement under the Act
relating to a current offering of the Common Stock of the Corporation, sixty
(60) or more days prior to the filing of such registration statement, and the
written request provided for in the first sentence of this subsection shall be
made by the Holder(s) thirty (30) or more days prior to the date specified in
the notices the date on which it is intended to file such registration
statement. Any such request by Holder(s) shall include only shares of Common
Stock into which such Holder(s) Series A Preferred Stock received or were then
accrued and payable as a dividend thereon. Neither the delivery of such notice
by the Corporation nor of such request by the Holder(s) shall in any way
obligate the Corporation to file such registration statement and notwithstanding
the filing of such registration statement, the Corporation may, at any time
prior to the effective date thereof, determine not to offer the securities to
which such registration statement relates, without liability to the Holder(s),
except that the Corporation shall pay such expenses as are contemplated to be
paid by it under subsection (d) of this Section.

Notwithstanding anything contained in this subsection (a) to the contrary, if
any underwriter who is proposing to offer to the public the Corporation's Common
Stock should object to and fail to proceed with the offering because all of the
Common Stock is proposed to be included in the registration statement, the
Corporation may proceed with the offering either including the number of shares
which the underwriter will agree to include pro rata among those shares of
Common Stock for which registration is requested or none o the underwriter
refuses to proceed if any such shares are included, without registering the
Common Stock; provided, however, the Corporation can legally file and does file
a post-effective amendment to such registration statement, with the consent of
said underwriter, within ninety (90) days of the effective date of such
registration statement, allowing the selling stockholders to sell the remaining
balance, or all, as the case may be, of their. Common Stock pursuant to such
registration statement.

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<PAGE>


(b) In each instance in which pursuant to subsection (a) of this Section, the
Corporation shall take any action to permit a public offering or sale or other
distribution of the Common Stock, the Corporation shall:

(1) Cooperate in taking such action as may be necessary to register or qualify
the Common Stock under such other securities laws or blue sky laws of such
jurisdiction as the Holders) or their representative shall reasonably request
and to do any and all other acts and things which may be necessary or advisable
to enable the Holder(s) of such Common Stock to consummate such proposed sale or
other disposition of the Common Stock in any such jurisdiction; provided,
however, the Corporation shall not be required to qualify or register in any
state or subject their shares of the Corporation's Common Stock to any escrow
other than such escrow as may be in effect as of the date hereof, or which would
extend or enlarge upon any current escrow; provided, further, that in no event
shall the Corporation be obligation connection therewith, to qualify to do
business or to file a general consent to service of process in any jurisdiction
where it shall not then be qualified.

(3) Keep effective for a period of twenty-four (24) months after the initial
effectiveness thereof all such registrations or Notifications under the Act and
cooperate in taking such action as may be necessary to keep effective such other
registrations and qualifications, and do any and all other acts and things for
such period - not to exceed said twenty-four (24) months - as may be necessary
to permit the public sale or other disposition of such Common Stock by such
Holder(s).

(4) Indemnify and hold harmless each such Holder(s) and each under- writer,
within the meaning of the Act, who may purchase from or sell for any such
Holder(s), any Common Stock, from and against any and all losses, claims,
damages, and liabilities (including, but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing, defending or
settling any claim) arising from (i) any untrue or alleged untrue statement of a
material fact contained in any registration statement or Notification furnished
pursuant to clause (A) of this subsection, or any prospectus or offering
circular included therein or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading (unless such untrue statement or omission or
such alleged untrue statement or omission was based upon information furnished
or required to be furnished in writing to the Corporation by such Holder(s) or
underwriter expressly for use therein), which indemnification shall include each
person, if any, who controls any such Holder(s) or underwriter or controlling
person shall at the same time indemnify the Corporation, its directors, each
officer signing any registration statement of Notification or any amendment to
any registration statement or Notification and each person, if any who controls
the Corporation within the meaning of the Act, from and against any and all
losses, claims, damages and liabilities (including, but not limited to, any and
all expenses whatsoever reasonably incurred in investigating, preparing,
defending or settling any claim) arising from (iii) any untrue or alleged untrue
statement of a material fact contained in any registration statement or
Notification or any amendment to any registration statement or Notification or
prospectus or offering circular furnished pursuant to clause (1) of this
subsection, or (iv) any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but the indemnity of such holder, underwriter or controlling
person shall be limited to liability based upon information furnished, or
required to be furnished, in writing to the Corporation by such holder or
underwriter or controlling person expressly for use therein. The indemnity
agreement of the Corporation herein shall not inure to the benefit of any such
underwriter (or to the benefit of any person who controls such underwriter) on
account of any losses, claims, damages, liabilities (or actions or proceedings
in respect therefore) arising from the sale of any of such Common Stock by such
underwriter to any person if such underwriter failed to send or give a copy of
the prospectus or offering circular furnished pursuant to clause (1) of this
subsection, as the same may then be supplemented or amended (if such supplement
or amendment shall have been furnished pursuant to said clause (1)), to such
person with or prior to the written confirmation of the sale involved.

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(c) The Corporation shall comply with the requirements of subsection (a) of this
Section and shall pay all of the expenses of the offering set forth in
subjection (a). Expenses of the offering for purposes of this Section are
defined to be and shall include all legal, accounting, engineering, printing,
filing (including blue-sky filings) and NASD fees, out-of-pocket expenses
incurred by Corporation-retained counsel, accountants, and engineers, and
miscellaneous identified expenses. The Holder(s) selling shares of Common Stock
in the offering shall, however, pay the cost of any separate counsel engaged to
review the registration statement on behalf of or to advise the selling
shareholders and any underwriting commissions, transfer taxes and underwriter's
expense allowance attributable to the Common Stock being sold by the Holder(s),
all of which shall be borne by the Common Holder(s) selling such shares of
Common Stock.

The Corporation's obligation undersaid subsection (a) hereof shall be
conditioned as to each such public offering, upon a timely receipt by the
Corporation as to each such public offering, upon a timely receipt by the
Corporation in writing such information as the Corporation may reasonably
require from such Holder(s), or any underwriter for any of them, for inclusion
in such registration statement or Notification or post-effective amendment.

(d) The Corporation's agreements with respect to the Series B Preferred Stock or
the Common Stock in this Section will continue in effect regardless of the
payment of dividends in Common Stock on the Series D Preferred Stock.

(e) Any notices or certificates by the Corporation to the Holder and by the
Holder to the Corporation shall be deemed delivered if in writing and sent by
certified mail, to the Holder(s) at their addresses shown on the records of the
Corporation for such Holder(s) and, if to the Corporation, addressed to it at:

6625 N. Scottsdale Road Suite 2 Scottsdale, Arizona 85250 Att: C. Gus Grant,
Chairman

The Corporation may change its address by written notice to the Holder(s).

9. Transfer Agent and Registration.

The Corporation may appoint a transfer agent and registrar for the issuance and
transfer of the Series D Preferred Stock and for the payment of dividends to the
holders of the Series D Preferred Stock.

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