ex10_3.htm


    
      

    

    Exhibit
10.3

     

    WATER
CHEF, INC.

    25
Fairchild Avenue

    Plainview,
New York 11803

    


    


    
      	 
      	
              August
      18, 2008

            


    

    


    Leslie J.
Kessler

    11
Hedgerow Lane

    Jericho,
New York 11753

    


    


    Dear Ms.
Kessler:

    


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obligation to repay the Kessler Loan, be rescinded in their entireties, ab initio.

    


    This
letter agreement confirms the understanding (the “Understanding”) of the
Corporation and Kessler that the Kessler Agreement, as well as the Kessler Loan,
Kessler Note and Kessler’s obligation to repay the Kessler 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the terms and conditions set forth below, rescinded in their entireties, ab initio (collectively, the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 Kessler hereby agree to use
their respective best efforts to complete at the earliest possible
time:

    
      	
              (1)

            	
              Kessler’s
      execution of the duplicate copy of this letter agreement in the space
      indicated below, confirming Kessler’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)

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

            


    

    


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

    
      	
              (a)

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Water
Chef, Inc.

    


    Ms.
Leslie J. Kessler

    August
18, 2008

    Page
2


    
      	
              (b)

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

            


    

    
      	
              (c)

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

            


    

    
      	
              (d)

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

            


    

    
      	
              (e)

            	
              the
      stock certificate(s) evidencing the Kessler 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
Kessler 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
Kessler 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.

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Water
Chef, Inc.

    


    Ms.
Leslie J. Kessler

    August
18, 2008

    Page
3


    If the
foregoing accurately reflects Kessler’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/ Terry R. Lazar

            
	 
      	 
      	 
      	
              Terry
      R. Lazar

            
	 
      	 
      	 
      	
              Chief
      Financial Officer

            
	 
      	 
      	 
      	 
      
	
              Agreed,
      acknowledged, accepted

            	 
      	 
      	 
      
	
              and
      confirmed in all respects:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/ Leslie J. Kessler

            	 
      	 
      	 
      
	
              Leslie
      J. Kessler