ex10_3.htm


    
      

    

    Exhibit
10.2

       

      STOCK
SUBSCRIPTION AGREEMENT

      


      


      THIS AGREEMENT is effective
from the ___________ day of ______________,  2007 between Water Chef,
Inc., a Delaware corporation (the “Company”), and ______________________________
residing at ________________________________ ______________________ (the
“Purchaser”).

      


      WHEREAS,
__________________________ desires to purchase ___________________ shares of the
Company’s Common Stock (the “Shares”) pursuant to the terms of this Agreement,
and the Board of Directors of the Company has determined that it is in the best
interests of the Company to provide  with an opportunity to purchase
the aforesaid Shares.

      


      NOW THEREFORE, the parties
agree as follows:

      


      ISSUANCE
AND SALE OF THE SHARES. In consideration of the receipt of
_________

      Thousand
Dollars
($                         )
by wire transfer to the Company’s bank account, as contained below, the Company
agrees to issue to __________________ , _______________________ Shares of Water
Chef Common Stock at a purchase price of  _________cents ($.0___) per
share, such amount representing the ask closing price of Water chef common stock
over the three previous days on the OTCBB.  The Shares to be issued
are “restricted” Shares under the definition of Rule 144 of the Securities and
Exchange Commission, and the sale of these securities is prohibited for a
minimum of one year after purchase.

      


      
        COMMON
STOCK PURCHASE WARRANT.  In consideration of your investment you will
also receive a three-year common stock purchase warrant for common Shares equal
to twenty percent (20%) of the Shares purchased in Paragraph #1 above, at a
price equal to one hundred twenty percent (120%) of the price listed in
paragraph #1 above.

      

      


      
        REPRESENTATIONS
OF THE BUYER.  ________________ hereby represents and warrants to the
Company that he/she is purchasing the Shares for investment purposes and not
with a view to their redistribution or resale. He/she has the full power, right,
legal capacity, and authority to enter into and perform his/her obligations
under this Agreement, and no approval or consent of third parties is necessary
in connection herewith. He/She has had the opportunity to review the merits of
the purchase of the Shares with tax and legal counsel and financial advisors as
deemed appropriate. ____________________ understands that the Shares acquired
pursuant to this Agreement have not been registered under the Securities Act of
1933, as amended (the “Act”), and have not been registered under the blue sky
laws of any state. _________________________ understands that without such
registration, the Shares may not be sold, pledged, hypothecated, or otherwise
transferred, except pursuant to an exemption from registration or such
registration.  The Shares are therefore what is commonly referred to
as “restricted stock” and the stock certificate to be issued will bear a
restrictive legend.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ENTIRE
AGREEMENT; MODIFICATION; WAIVER. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter contained herein and
supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar,
nor

      


      
        4.
GOVERNING LAW. This Agreement shall be construed in accordance and governed by
the laws of the State of New York.

      

      


      DISCLAIMER:

      The
Investor has had an opportunity to ask questions of and receive answers from
representatives of the Company concerning the terms and conditions of this
investment.  The Investor has substantial experience in the evaluating
non-liquid investments such as the investment in the company and is capable of
evaluating the merits and risks of an investment in the Company.  The
Investor is an “accredited investor” as that term is defined in Rule 501 of
regulation D promulgated under the Securities Act.  The Investor
acknowledges that he has had an opportunity to evaluate all information
regarding the Company as it has deemed necessary or desirable in connection with
the transactions contemplated by this Agreement, has independently evaluated the
transactions contemplated by this Agreement and has reached its own decision to
enter into this Agreement.  The Investor acknowledges that he has been
advised that the Company did not have any revenues and incurred losses during
the last several years.  The Investor acknowledges that the investment
is speculative, includes high degree of risk and, accordingly, the Investor
could lose this entire investment.

      


      IN
WITNESS WHEREOF the parties hereto have executed this Agreement the day and year
first above written.

      


      
        	
                The
      Purchaser:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	 
      	 
      
	 
      	 
      	 
      
	
                Water
      Chef Inc.

              	 
      
	 
      	 
      	 
      
	
                By:

              	 
      	 
      
	 
      	 
      	 
      
	
                Its:

              	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WIRE
TRANSFER INSTRUCTIONS

      


      Please
wire funds to:

      


      
        	
                Bank:

              	 
      	
                Citibank,
      N. A.

              
	 
      	 
      	
                1075
      Northern Boulevard

              
	 
      	 
      	
                Roslyn,
      New York 11576

              
	
                ABA
      #:

              	 
      	
                021000089

              
	
                For
      the acct. of:

              	 
      	
                Water
      Chef, Inc.

              
	 
      	 
      	
                68
      South Service Road

              
	 
      	 
      	
                Suite
      100

              
	 
      	 
      	
                Melville,
      NY  11747

              
	
                Account
      #:

              	 
      	
                95375947