ex10_4.htm


    
      

    

    Exhibit 10.4

     

    
      WATER
CHEF, INC.

      25
Fairchild Avenue

      Plainview,
New York 11803

      


      


      
        	 
      	
                August
      18, 2008

              


      

      


      Terry R.
Lazar

      34 Kristy
Drive

      Jericho,
New York 11753

      


      


      Dear Mr.
Lazar:

      


      Reference
is made to that certain Stock Purchase, Loan and Security Agreement, dated as of
April 16, 2008 (the “Lazar Agreement”), between Water Chef, Inc. (the
“Corporation”) and yourself (“Lazar”), pursuant to which the Corporation sold
and issued to Lazar 6,500,000 shares (the “Lazar Shares”), of the common stock,
par value $0.001 per share (the “Common Stock”), of the Corporation for the
aggregate purchase price of $547,950 (the “Lazar Consideration”) and loaned (the
“Lazar Loan”) Lazar an amount equal to the Lazar Consideration to be used solely
for the purpose of Lazar’s purchase of the Lazar Shares.  The
obligation of Lazar to repay the Lazar Loan is evidenced by a non-recourse
promissory note (the “Lazar Note”), payable to the Corporation and in the
original principal amount equal to the Lazar Consideration.  Based on
discussions between the Corporation and Lazar, the Corporation and Lazar have
each determined that it is in the best interests of the Corporation and Lazar
that the transactions contemplated by the Lazar Agreement, as well as the Lazar
Loan, Lazar Note and Lazar’s obligation to repay the Lazar Loan, be rescinded in
their entireties, ab
initio.

      


      This
letter agreement confirms the understanding (the “Understanding”) of the
Corporation and Lazar that the Lazar Agreement, as well as the Lazar Loan, Lazar
Note and Lazar’s obligation to repay the Lazar Loan, are, subject to the terms
and conditions set forth below, rescinded in their entireties, ab initio (collectively, the
“Rescission”).

      


      The
Rescission shall become effective automatically upon the occurrence of all of
the following matters, which the Corporation and Lazar hereby agree to use their
respective best efforts to complete at the earliest possible time:

      
        	
                (1)

              	
                Lazar’s
      execution of the duplicate copy of this letter agreement in the space
      indicated below, confirming Lazar’s confirmation of the Understanding and
      agreement to, and acknowledgement, acceptance and conformation of, all of
      the terms and provisions of this letter agreement;
  and

              


      

      
        	
                (2)

              	
                Lazar’s
      delivery to the Corporation for cancellation of the stock certificate(s)
      evidencing the Lazar Shares.

              


      

      


      The
Corporation and Lazar each agree that upon the Rescission becoming effective in
accordance with the immediately preceding paragraph:

      
        	
                (a)

              	
                the
      Lazar Agreement be deemed rescinded in all respects ab initio and shall be
      treated as if the Lazar Agreement was never entered into, and that all
      mutual promises, covenants and/or agreements contained in the Lazar
      Agreement shall be of no force and/or
effect;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Water
Chef, Inc.

      


      Mr. Terry
R. Lazar

      August
18, 2008

      Page
2


      
        	
                (b)

              	
                the
      Lazar Loan and Lazar Note, as well as the obligations of Lazar to repay
      the Lazar Loan, be deemed cancelled in all respects ab initio and shall be
      treated as if the Lazar Loan and Lazar Note were never entered into, that
      Lazar has no obligation to repay the Lazar Loan and that all mutual
      promises, covenants and/or agreements contained in the Lazar Note shall be
      of no force and/or effect;

              


      

      
        	
                (c)

              	
                the
      Lazar Shares shall be deemed cancelled in all respects ab initio and shall be
      treated as if the Lazar Shares were never issued or
      outstanding;

              


      

      
        	
                (d)

              	
                the
      stock certificate(s) evidencing the Lazar Shares may be imprinted or
      otherwise noted on the Lazar Note with the words “cancelled and void;”
      and

              


      

      
        	
                (e)

              	
                the
      stock certificate(s) evidencing the Lazar Shares shall be delivered to the
      transfer agent and registrar for the Common Stock with instructions that
      the stock certificate(s) be cancelled in all respects ab initio and be
      treated as if the stock certificate(s) were never issued or
      outstanding.

              


      

      


      Notwithstanding
anything to the contrary contained in this letter agreement, the Corporation and
Lazar each agree to do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of the
Rescission, the Understanding and this letter agreement and the transactions
contemplated by the Rescission, the Understanding and this letter
agreement.

      


      This
letter agreement contains the entire agreement between the parties and
supersedes all prior agreements or understandings between the Corporation and
Lazar relating to the subject matter of this Agreement.  No oral
representation, agreement or understanding made by any party hereto shall be
valid or binding upon such party or any other party hereto.  Any
amendment to or modification of this letter agreement must be in writing and
signed by the party against whom enforcement is to be sought.

      


      This
letter agreement and the rights and obligations of the parties hereunder shall
be interpreted, construed and enforced in accordance with the laws of the State
of New York, without regard to its choice and/or conflict of laws
provisions.  Any legal action resulting from, arising under, out of or
in connection with, directly or indirectly, this letter agreement shall be
commenced exclusively in the Supreme Court, State of New York, County of Nassau
or the U.S. District Court for the Eastern District of New York.  The
parties to this letter agreement hereby submit themselves to the jurisdiction of
any such court, and agree to service of process on any of them in any such
action, suit or proceeding.

      


      This
letter agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
instrument.

      


      Lazar
acknowledges that Lazar has entered into this letter agreement knowingly and
voluntarily after a period of negotiation between the parties.  Lazar
further acknowledges that Lazar understands the terms and provisions contained
herein and has had the opportunity to review the same with attorneys of Lazar’s
own choosing.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Water
Chef, Inc.

      


      Mr. Terry
R. Lazar

      August
18, 2008

      Page
3


      If the
foregoing accurately reflects Lazar’s agreement as to the Rescission and
Understanding and the consequences of the Rescission, kindly acknowledge, accept
and confirm such by executing the duplicate copy of this letter agreement in the
space indicated below and return the executed duplicate copy to the
Corporation.

      


      
        	 
      	 
      	
                Very
      truly yours,

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Water
      Chef, Inc.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/ Leslie J. Kessler

              
	 
      	 
      	 
      	
                Leslie
      J. Kessler

              
	 
      	 
      	 
      	
                Chief
      Executive Officer

              
	 
      	 
      	 
      	 
      
	
                Agreed,
      acknowledged, accepted

              	 
      	 
      	 
      
	
                and
      confirmed in all respects:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                /s/ Terry R. Lazar

              	 
      	 
      	 
      
	
                Terry
      R. Lazar