Exhibit 10.3

                     SECOND ADDENDUM TO SETTLEMENT AGREEMENT

     This Second Addendum to Settlement Agreement and is made and entered into
by and between K. Thomas and Callaway Decoster, husband and wife and K. Thomas
Decoster individually, Michael P. and Roberta S. Gaudette, husband and wife,
Dominic M. Strazzulla, the Felix A. Hertzka Estate, Claudette L. Gelfand and the
Claudette L. Gelfand Revocable Trust, Catherine C. Griffin, Michael B. and Diane
L. Hayden, husband and wife, Alexander Harris, Holly O. Harris, and Joseph R.
Fichtl and the Joseph R. Fichtl 1995 Trust (hereinafter collectively the
"Debenture Holders") and Water Chef, Inc. (hereinafter "WaterChef").

     WHEREAS, the Debenture Holders and WaterChef have previously entered into a
Settlement Agreement and General Release effective as of June 20, 2002 and fully
executed by all of the parties as of July 8, 2002; and

     WHEREAS, the Debenture Holders and WaterChef have previously entered into
an Addendum to Settlement Agreement to also be effective as of June 20, 2002 and
fully executed by all of the parties as of March 15, 2004; and

     WHEREAS, WaterChef has to date not been successful in obtaining Securities
and Exchange Commission approval and consent to the issuance of the Notice of
Shareholders' Meeting and the proposed Proxy Statement necessary to permit
WaterChef to hold the contemplated shareholders meeting to approve the increase
in WaterChef's authorized capital; and

     WHEREAS, the Debenture Holders have acquiesced in the continuation of the
Settlement and have forborne from commencing an enforcement action against
WaterChef under the Settlement Agreement; and

     WHEREAS, the Debenture Holders and WaterChef have agreed to amend the terms
of the Settlement Agreement and General Release.

NOW THEREFORE, in consideration of the Settlement Agreement and General
Releases, the First Addendum, and the promises and covenants set forth below,
the Debenture Holders and WaterChef hereby agree as follows:

     1. Debenture Holders and WaterChef agree to amend the Settlement Agreement
and General Releases by striking therefrom all of paragraph 2(e) and inserting
in place thereof the following new paragraph 2(e):

     (e) WaterChef shall and does hereby extend the term of each of the
     Debenture Holders' outstanding and unexercised warrants to purchase Common
     Stock of WaterChef until 5:00 PM Eastern Standard Time on that date which
     is twelve (12) months following the effective date of WaterChef's
     registration of its Common Stock, Par Value $.001 for sale under the
     Securities Act of 1933, as amended. WaterChef shall notify each of the
     Debenture Holders in writing of the date upon which its registration is
     effective within not more than thirty (30) days of the effective date.

<PAGE>


     WaterChef further agrees that this extension of the warrant exercise period
     shall otherwise be on the same terms and conditions of the Warrants as
     amended by the Allonge To and Amendment and Extension of Common Stock
     Purchase Warrant dated as of June 20, 2002.

     The extension of the exercise period shall be evidenced by the Second
     Allonge To and Amendment and Extension of Common Stock Purchase Warrant to
     be issued by WaterChef within thirty (30) days of the date of the execution
     hereof by the Debenture Holders.

     The Debenture Holders shall deliver to Debenture Holders' counsel each of
     their outstanding and unexercised warrants as previously amended and
     extended to be held by such counsel until WaterChef shall have issued with
     respect to each such warrant its Second Allonge To and Amendment and
     Extension of Common Stock Purchase Warrant dated March 15, 2004 which shall
     amend the expiry and piggy-back registration restrictions of such warrant
     as provided herein and shall further confirm that except as so amended the
     original terms of such warrant remain in full force and effect. WaterChef
     shall issue the Second Allonge To and Amendment and Extension of Common
     Stock Purchase Warrant with respect to each outstanding and unexercised
     warrant on the terms set forth herein regardless of the vote of the
     shareholders regarding the proposed increase in authorized capital stock.
     WaterChef shall deliver an Allonge To and Amendment and Extension of Common
     Stock Purchase Warrant for each outstanding and unexercised warrant to
     Debenture Holders' counsel which Debenture Holders' counsel shall affix to
     and make a part of each of the outstanding and unexercised warrants, and
     Debenture Holders' counsel shall thereupon redeliver the warrants as
     further amended to Debenture Holders.

     2. Except as modified by this Second Addendum, all of the terms and
conditions of the Settlement Agreement and General Releases as modified by the
Addendum to Settlement Agreement shall remain in full force and effect and are
hereby ratified and confirmed by the Debenture Holders and WaterChef.

                       [SIGNATURES ON THE FOLLOWING PAGES]



<PAGE>


     IN WITNESS HERETO, the parties have executed this Agreement to be
retroactively effective as of June 20, 2002.

DEBENTURE HOLDERS:                          WATER CHEF, INC.



                                            By:  /s/
-----------------------------                  --------------------------------
K. Thomas Decoster                          Name:     David Conway
                                            Its:      President
                                                      Duly Authorized
-----------------------------
Callaway Decoster


-----------------------------
Michael P. Gaudette


-----------------------------
Roberta S. Gaudette


-----------------------------
Dominic M. Strazzulla


-----------------------------
Claudette L. Gelfand, individually and as Trustee of the
Claudette L. Gelfand Trust


-----------------------------
Catherine C. Griffin


-----------------------------
Michael B. Hayden


-----------------------------
Diane L. Hayden


-----------------------------
Alexander Harris


-----------------------------
Holly O. Harris


-----------------------------
Joseph R. Fichtl, Trustee of the Joseph R. Fichtl 1995 Trust


-----------------------------
Jennifer Elliot, a distributee of the Felix A. Hertzka 1990 Trust


-----------------------------
Robert Hertzka, a distributee of the Felix A. Hertzka 1990 Trust


-----------------------------
Alden Hertzka, a distributee of the Felix A. Hertzka 1990 Trust


-----------------------------
Alex Hertzka, a distributee of the Felix A. Hertzka 1990 Trust