Exhibit 99.3


      THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
      BE  SOLD  OR  OFFERED  FOR  SALE  IN  THE  ABSENCE  OF AN  EFFECTIVE
      REGISTRATION  STATEMENT FOR THE  SECURITIES OR AN OPINION OF COUNSEL
      OR OTHER EVIDENCE  ACCEPTABLE TO THE COMPANY THAT SUCH  REGISTRATION
      IS NOT REQUIRED.

No. 07-01-A-1                                                     US $200,000.00
    ---------                                                        -----------

                                WATER CHEF, INC.

                  10% CONVERTIBLE PROMISSORY NOTES SERIES 07-01

      THIS NOTE is one of a duly authorized  issue of up to $400,000 in Notes of
WATER CHEF,  INC., a corporation  organized  and existing  under the laws of the
State of Delaware (the "Company")  designated as its 10% Convertible  Promissory
Notes Series 07-01.

      FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS LP,
the registered  holder hereof (the  "Holder"),  the principal sum of Two Hundred
Thousand and 00/100  Dollars (US  $200,000.00)  on March 5, 2008 (the  "Maturity
Date") and to pay interest on the principal sum outstanding from time to time in
arrears at the rate of 10% per annum,  accruing from September 7, 2007, the date
of initial  issuance of this Note (the  "Issue  Date"),  on the date  (each,  an
"Interest  Payment Date") which is the earliest of (i) the next  Conversion Date
(as defined  below),  or (ii) the Maturity  Date,  as the case may be.  Interest
shall accrue on a daily basis,  based on a 365-day  year,  from the later of the
Issue Date or the  previous  Interest  Payment Date and shall be payable in cash
or, at the Company's option but subject to the other provisions of this Note, in
Common Stock. If not paid in full on an Interest Payment Date, interest shall be
fully  cumulative  and shall accrue on a daily basis,  based on a 365-day  year,
monthly or until paid, whichever is earlier. Additional provisions regarding the
payment  of  interest  are  provided  in  Section  4(D) below (in the event of a
conflict  between  the terms of said  Section  4(D) and any other  terms of this
Note, the terms of Section 4(D) shall prevail).


                                       1


      This Note is being issued pursuant to the terms of the Securities Purchase
Agreement, dated as of August 27, 2007 (the "Securities Purchase Agreement"), to
which the Company and the Holder (or the Holder's  predecessor  in interest) are
parties.  Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Securities Purchase Agreement.

      This Note is subject to the following additional provisions:

      1.    The Notes will  initially be issued in  denominations  determined by
the Company,  but are  exchangeable  for an equal aggregate  principal amount of
Notes of different  denominations,  as requested by the Holder  surrendering the
same.  No service  charge  will be made for such  registration  or  transfer  or
exchange.

      2.    The  Company  shall be entitled  to  withhold  from all  payments of
principal  of, and  interest  on, this Note any amounts  required to be withheld
under the  applicable  provisions  of the United States income tax laws or other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

      3.    This Note has been issued subject to investment  representations  of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and foreign  securities  laws and the terms of the  Securities
Purchase  Agreement.  In the event of any  proposed  transfer of this Note,  the
Company may  require,  prior to issuance of a new Note in the name of such other
person, that it receive reasonable transfer  documentation that is sufficient to
evidence that such proposed  transfer complies with the Act and other applicable
state  and  foreign  securities  laws and the terms of the  Securities  Purchase
Agreement.  Prior to due  presentment for transfer of this Note, the Company and
any agent of the  Company  may treat the  person in whose name this Note is duly
registered on the Company's Note Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,  whether or not
this Note be  overdue,  and  neither  the  Company  nor any such agent  shall be
affected by notice to the contrary.


                                       2


      4.    A.    (i)   At any  time  on or  after  the  Commencement  Date  (as
defined  below)  and prior to the time  this Note is paid in full in  accordance
with its terms (including,  without limitation, after the occurrence of an Event
of Default,  as defined  below,  or, if the Note is not fully paid or  converted
after the Maturity  Date),  the Holder of this Note is entitled,  at its option,
subject to the  following  provisions of this Section 4, to convert this Note at
any time into shares of Common Stock,  $0.001 par value ("Common Stock"), of the
Company at the Conversion Price (as defined below).

                  (ii)  On the Maturity Date the Company shall pay the principal
and accrued interest (through the actual date of payment) of any portion of this
Note which is then outstanding.

                  (iii) For  purposes of this Note,  the  following  terms shall
have the meanings indicated below:

      "Commencement Date" means the Issue Date.

      "Conversion Price" means, for the relevant  Conversion Date, the lowest of
      (x) the Fixed  Conversion  Price,  (y) the  Alternative  Conversion  Price
      (which  amount is subject to adjustment  as provided  herein),  or (z) the
      Lowest New Transaction  Price, if any.

      "Fixed  Conversion  Price" means the amount equal to $0.12 (such amount is
      subject to adjustment as provided herein).

      "Alternative  Conversion  Price" means the amount equal to (x)  eighty-two
      and  one-half  percent  (82.5%)  of (y) the  average  the three (3) lowest
      Closing  Prices for the ten (10)  Trading  Days  ending on the Trading Day
      immediately  preceding  the  relevant  Conversion  Date  (which  amount is
      subject to subsequent adjustment as provided herein).

      "Lowest New Transaction Price" means the lowest New Transaction Price from
      any New Transaction  (which amount is subject to subsequent  adjustment as
      provided herein).

      "Conversion Shares" has the meaning ascribed to in Section 4 hereof.


                                       3


            B.    (i)   A  conversion  shall be  effectuated  by the  Holder  by
faxing a notice  of  conversion  ("Notice  of  Conversion")  to the  Company  as
provided in this  paragraph.  The Notice of Conversion  shall be executed by the
Holder of this Note and shall  evidence such Holder's  intention to convert this
Note or a  specified  portion  hereof in the form  annexed  hereto as Exhibit A.
Delivery of the Notice of  Conversion  shall be accepted by the Company by hand,
mail or courier  delivery at the address  specified  in said Exhibit A or at the
facsimile  number specified in said Exhibit A (each of such address or facsimile
number may be changed by notice  given to the Holder in the manner  provided  in
the Securities Purchase Agreement).

                  (ii)  The date on which the Holder faxes or otherwise delivers
a Notice of  Conversion  to the Company so that it is received by the Company on
or before such specified  date shall be a "Conversion  Date" for all purposes of
this Note and the other Transaction Agreements.

                  (iii) No   fractional   shares  of   Common   Stock  or  scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share.

                  (iv)  All shares  issuable  with respect to a Conversion  Date
shall be deemed "Conversion  Shares" for all purposes of this Note and the other
Transaction Agreements. Certificates representing the relevant Conversion Shares
("Conversion  Certificates")  will be  delivered  to the  Holder at the  address
specified in the relevant  Notice of Conversion  (and if none,  the Holder's the
Holder's  address  for  notices  as  contemplated  by  the  Securities  Purchase
Agreement,  which  address the Holder may change from time to time in the manner
provided  therein),  via express courier,  by electronic  transfer or otherwise,
within three (3) Trading Days (such third  Trading  Day,  the  "Delivery  Date")
after the relevant  Conversion Date. The Holder shall be deemed to be the holder
of the shares issuable to it in accordance with the relevant  provisions of this
Note on the Conversion Date.

            C.    Notwithstanding  any other  provision  hereof or of any of the
other Transaction  Agreements,  in no event (except (i) as specifically provided
herein as an exception to this  provision,  or (ii) while there is outstanding a


                                       4


tender offer for any or all of the shares of the  Company's  Common Stock) shall
the Holder be entitled to convert any portion of this Note, or shall the Company
have the  obligation  to convert  such Note (and the Company  shall not have the
right to pay  interest  hereon in shares of Common  Stock) to the  extent  that,
after such  conversion  or issuance of stock in payment of interest,  the sum of
(1) the number of shares of Common  Stock  beneficially  owned by the Holder and
its  affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
beneficially owned through the ownership of the unconverted portion of the Notes
or other  convertible  securities or of the  unexercised  portion of warrants or
other rights to purchase  Common Stock),  and (2) the number of shares of Common
Stock  issuable  upon the  conversion  of the Notes  with  respect  to which the
determination  of this  proviso  is  being  made,  would  result  in  beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such  conversion).  For  purposes of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section  13(d) of the  Securities  Exchange Act of 1934,  as amended,  except as
otherwise provided in clause (1) of such sentence. Nothing herein shall preclude
the Holder from disposing of a sufficient number of other shares of Common Stock
beneficially  owned by the  Holder  so as to  thereafter  permit  the  continued
conversion of this Note.

            D.    (i)   Subject  to the terms of  Section  4(C) and to the other
terms of this  Section  4(D),  interest  on the  principal  amount  of this Note
converted  pursuant to a Notice of Conversion  shall be due and payable,  at the
option  of the  Company,  in cash  or,  subject  to the  conditions  of the next
sentence,  in shares of Common  Stock on the  Interest  Payment  Date.  Anything
herein to the contrary notwithstanding, the Company may elect to pay interest in
shares of Common Stock if, but only if, the shares of Common  Stock  issuable to
the Holder as such payment are covered by an effective Registration Statement.

                  (ii)  If the interest  payable in connection  with a Notice of
Conversion  is to be paid in cash,  the Company  shall make such payment  within
three (3) Trading Days after the Interest  Payment  Date. If the interest is not
paid by such third  Trading Day,  the  interest  must be paid in Common Stock in
accordance with the provisions of this Section 4(D),  unless the Holder consents
otherwise in each specific instance.


                                       5


                  (iii) Additional  provisions regarding the payment of interest
on the principal  amount of this Note are set forth in the following  provisions
of this Section 4.

                  (iv)  If  interest is to be paid in Common  Stock  (whether at
the election of the Company or as required  hereunder),  the number of shares of
Common Stock to be received shall be determined by dividing the dollar amount of
the interest by the Conversion Price in effect on the relevant  Interest Payment
Date.

            E.    Any  payments  made by the  Company  to the  Holder  shall  be
applied in the  following  order of priority:  (i) first to amounts  (other than
accrued  interest and principal  hereunder) or to any damages or  reimbursements
due  from  the  Company  to the  Holder  under  or  with  respect  to any of the
Transaction  Agreements,  in such order and  priority  as the Holder may, in the
Holder's sole and absolute discretion, determine, (ii) then, to accrued interest
hereunder, and (iii) then, to principal in the inverse order of maturity.

      5.    Subject  to the  terms  of the  Securities  Purchase  Agreement,  no
provision  of this Note shall  alter or impair the  obligation  of the  Company,
which is absolute and  unconditional,  to pay the principal of, and interest on,
this Note at the time,  place,  and rate,  and in the coin or  currency or where
contemplated  herein in shares of its Common  Stock,  as  applicable,  as herein
prescribed.  This Note and all other  Notes now or  hereafter  issued of similar
terms are direct obligations of the Company.

      6.    No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based  hereon,  or otherwise in respect
hereof,  against any incorporator,  shareholder,  officer or director,  as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof and as part of the consideration  for the issue hereof,  expressly waived
and released.


                                       6


      7.    All payments  contemplated hereby to be made "in cash" shall be made
in immediately available good funds of United States of America currency by wire
transfer to an account designated in writing by the Holder to the Company (which
account may be changed by notice similarly given). All payments of cash and each
delivery of shares of Common Stock issuable to the Holder as contemplated hereby
shall be made to the Holder at the address last  appearing on the Note  Register
of the Company as designated in writing by the Holder from time to time;  except
that the Holder can designate,  by notice to the Company,  a different  delivery
address for any one or more specific payments or deliveries.

      8.    If, for as long as this Note remains outstanding, the Company enters
into a merger  (other  than  where  the  Company  is the  surviving  entity)  or
consolidation with another  corporation or other entity or a sale or transfer of
all or  substantially  all of  the  assets  of the  Company  to  another  person
(collectively, a "Sale"), the Company will require, in the agreements reflecting
such transaction,  that the surviving entity expressly assume the obligations of
the Company hereunder. Notwithstanding the foregoing, if the Company enters into
a Sale and the  holders  of the Common  Stock are  entitled  to  receive  stock,
securities or property in respect of or in exchange for Common Stock,  then as a
condition  of such  Sale,  the  Company  and any such  successor,  purchaser  or
transferee will agree that the Note may thereafter be converted on the terms and
subject  to the  conditions  set forth  above into the kind and amount of stock,
securities  or property  receivable  upon such  merger,  consolidation,  sale or
transfer  by a holder of the  number of shares of Common  Stock  into which this
Note might have been converted  immediately  before such merger,  consolidation,
sale or transfer,  subject to adjustments which shall be as nearly equivalent as
may be  practicable.  In the event of any such  proposed  Sale,  (i) the  Holder
hereof shall have the right to convert by  delivering a Notice of  Conversion to
the Company  within fifteen (15) days of receipt of notice of such Sale from the
Company, except that Section 4(C) shall not apply to such conversion.

      9.    If, at any time while any portion of this Note remains  outstanding,
the Company spins off or otherwise  divests  itself of a part of its business or
operations or disposes of all or of a part of its assets in a  transaction  (the


                                       7


"Spin  Off")  in which  the  Company,  in  addition  to or in lieu of any  other
compensation received and retained by the Company for such business,  operations
or assets, causes securities of another entity (the "Spin Off Securities") to be
issued to security  holders of the  Company,  the Company  shall cause (i) to be
reserved Spin Off  Securities  equal to the number thereof which would have been
issued to the Holder had all of the  Holder's  Notes  outstanding  on the record
date (the  "Record  Date")  for  determining  the  amount and number of Spin Off
Securities  to be issued to security  holders of the Company  (the  "Outstanding
Notes")  been  converted  as of  the  close  of  business  on  the  Trading  Day
immediately before the Record Date (the "Reserved Spin Off Shares"), and (ii) to
be  issued  to the  Holder on the  conversion  of all or any of the  Outstanding
Notes,  such amount of the  Reserved  Spin Off Shares  equal to (x) the Reserved
Spin Off Shares multiplied by (y) a fraction,  of which (I) the numerator is the
principal  amount of the Outstanding  Notes then being  converted,  and (II) the
denominator is the principal amount of the Outstanding Notes.

      10.   If, at any time while any portion of this Note remains  outstanding,
the Company effectuates a stock split or reverse stock split of its Common Stock
or issues a dividend on its Common Stock  consisting  of shares of Common Stock,
the Fixed Conversion  Price, all or, if relevant,  any price used in determining
either or both of the Alternative Conversion Price or the Lowest New Transaction
Price which is  applicable  to a date prior to such  split,  and any other fixed
amounts  calculated as  contemplated  hereby or by any of the other  Transaction
Agreements  shall be  equitably  adjusted  to  reflect  such  action.  By way of
illustration,  and  not in  limitation,  of the  foregoing,  (i) if the  Company
effectuates  a 2:1 split of its Common  Stock,  thereafter,  with respect to any
conversion  for which the Company  issues  shares  after the record date of such
split,  the Fixed  Conversion  Price,  if any, shall be deemed to be one-half of
what  it had  been  immediately  prior  to  such  split;  (ii)  if  the  Company
effectuates a 1:10 reverse split of its Common Stock,  thereafter,  with respect
to any  conversion  for which the Company issues shares after the record date of
such reverse split,  the Fixed  Conversion Price shall be deemed to be ten times
what it had been calculated to be immediately  prior to such split; and (iii) if
the Company  declares a stock dividend of one share of Common Stock for every 10
shares  outstanding,  thereafter,  with respect to any  conversion for which the


                                       8


Company  issues shares after the record date of such  dividend,  the  Conversion
Price shall be deemed to be such amount  multiplied by a fraction,  of which the
numerator is the number of shares (10 in the example) for which a dividend share
will be issued and the  denominator  is such number of shares plus the  dividend
share(s) issuable or issued thereon (11 in the example).

      11.   The Holder of the Note, by acceptance hereof,  agrees that this Note
is being acquired for  investment  and that such Holder will not offer,  sell or
otherwise  dispose  of this Note or the  shares of Common  Stock  issuable  upon
conversion  thereof  except  under  circumstances  which  will not  result  in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

      12.   This Note shall be governed by and construed in accordance  with the
laws of the State of New York for contracts to be wholly performed in such state
and without  giving effect to the principles  thereof  regarding the conflict of
laws. Each of the parties consents to the exclusive  jurisdiction of the federal
courts whose districts encompass any part of the County of New York or the state
courts of the State of New York sitting in the County of New York in  connection
with any  dispute  arising  under this Note and hereby  waives,  to the  maximum
extent  permitted by law, any objection,  including any objection based on FORUM
NON COVENIENS, to the bringing of any such proceeding in such jurisdictions.  To
the extent  determined by such court, the Company shall reimburse the Holder for
any  reasonable  legal  fees  and  disbursements   incurred  by  the  Holder  in
enforcement of or protection of any of its rights under any of this Note.

      13.   JURY TRIAL  WAIVER.  The Company and the Holder hereby waive a trial
by jury in any  action,  proceeding  or  counterclaim  brought  by either of the
Parties  hereto  against the other in respect of any matter arising out of or in
connection with this Note.

      14.   The following shall constitute an "Event of Default":


                                       9


            a.    The  Company  shall  default in the  payment of  principal  or
                  interest  on this Note or any other Note in this Series or any
                  other amount due hereunder or thereunder (including payment of
                  a Redemption Amount, as defined below),  and, (i) with respect
                  to a payment of interest  due in  connection  with an Interest
                  Payment Date or,  unless the relevant  Redemption  Notice,  as
                  defined below, provides otherwise, the payment of a Redemption
                  Amount  on a  Redemption  Due Date,  as  defined  below,  such
                  default  shall  continue for a period of five (5) Trading Days
                  after the Holder gives the Company's  written notice  thereof,
                  and (ii) in all other  instances,  such default shall continue
                  for a period of five (5) Trading Days; or

            b.    Any of the  representations  or warranties made by the Company
                  herein,  in the  Securities  Purchase  Agreement or any of the
                  other   Transaction   Agreements  or  in  any  certificate  or
                  financial or other written statements  heretofore or hereafter
                  furnished by the Company in connection  with the execution and
                  delivery  of this Note or the  Securities  Purchase  Agreement
                  shall be false or  misleading  in any material  respect at the
                  time made; or

            c.    Subject to the terms of the Securities Purchase Agreement, the
                  Company  fails to authorize or to cause its Transfer  Agent to
                  issue  shares of Common  Stock upon  exercise by the Holder of
                  the  conversion  rights of the Holder in  accordance  with the
                  terms of this Note  (provided,  however,  that for purposes of
                  this  provision,  such failure to cause the Transfer  Agent to
                  issue such  shares  shall not be deemed to occur until two (2)
                  Trading Days after the Delivery Date), fails to transfer or to
                  cause its  Transfer  Agent to  transfer  any  certificate  for
                  shares of Common Stock issued to the Holder upon conversion of
                  this  Note  and  when  required  by  this  Note  or any  other
                  Transaction Agreement,  and such transfer is otherwise lawful,
                  or fails to remove any  restrictive  legend on any certificate


                                       10


                  or fails to cause its Transfer Agent to remove such restricted
                  legend, in each case where such removal is lawful, as and when
                  required by this Note, or any other Transaction Agreement, and
                  any such failure shall  continue  uncured for ten (10) Trading
                  Days; or

            d.    The Company shall fail to perform or observe,  in any material
                  respect,  any  other  covenant,  term,  provision,  condition,
                  agreement  or  obligation  of any Note in this series and such
                  failure  shall  continue  uncured  for a period of thirty (30)
                  days  after the  Company's  receipt  written  notice  from the
                  Holder of such failure; or

            e.    The Company shall fail to perform or observe,  in any material
                  respect, any covenant, term, provision,  condition,  agreement
                  or  obligation  of the  Company  under any of the  Transaction
                  Agreements and such failure,  if capable of being cured, shall
                  continue  uncured  for a period of thirty  (30) days after the
                  Holder gives the Company  written  notice  thereof (but if not
                  capable of being cured, such thirty day period shall be deemed
                  expired immediately upon the giving of such notice); or

            f.    The Company  shall (1) admit in writing its  inability  to pay
                  its debts generally as they mature; (2) make an assignment for
                  the  benefit of  creditors  or  commence  proceedings  for its
                  dissolution; or (3) apply for or consent to the appointment of
                  a trustee, liquidator or receiver for its or for a substantial
                  part of its property or business; or

            g.    A trustee,  liquidator or receiver  shall be appointed for the
                  Company or for a substantial  part of its property or business
                  without its consent and shall not be  discharged  within sixty
                  (60) days after such appointment; or


                                       11


            h.    Any governmental agency or any court of competent jurisdiction
                  at  the  instance  of any  governmental  agency  shall  assume
                  custody or control of the whole or any substantial  portion of
                  the  properties  or  assets  of the  Company  and shall not be
                  dismissed within sixty (60) days thereafter; or

            i.    Any money judgment, writ or warrant of attachment,  or similar
                  process in excess of Five Hundred Thousand  ($500,000) Dollars
                  in the aggregate shall be entered or filed against the Company
                  or any of its  properties  or other  assets  and shall  remain
                  unpaid, unvacated,  unbonded or unstayed for a period of sixty
                  (60) days or in any event  later  than five (5) days  prior to
                  the date of any proposed sale thereunder; or

            j.    Bankruptcy,   reorganization,    insolvency   or   liquidation
                  proceedings  or  other   proceedings   for  relief  under  any
                  bankruptcy  law or any law for the relief of debtors  shall be
                  instituted  by or  against  the  Company  and,  if  instituted
                  against the Company,  shall not be dismissed within sixty (60)
                  days after such institution or the Company shall by any action
                  or answer  approve of,  consent to, or  acquiesce  in any such
                  proceedings or admit the material  allegations  of, or default
                  in answering a petition filed in any such proceeding; or

            k.    The Company shall have its Common Stock suspended from trading
                  on, or delisted  from,  the  Principal  Trading  Market for in
                  excess of fifteen (15) Trading Days.

            (iii) If an Event of Default shall have occurred and is  continuing,
then,

      (x) unless and until such Event of Default shall have been cured or waived
      in writing by the Holder  (which waiver shall not be deemed to be a waiver
      of any  subsequent  default),  at the  option  of  the  Holder  and in the
      Holder's sole discretion,  but without further notice from the Holder, the


                                       12


      unpaid amount of this Note,  computed as of such date,  will bear interest
      at the rate (the "Default Rate") equal to eighteen percent (18%) per annum
      or the highest rate allowed by law,  whichever is lower,  from the date of
      the Event of Default to until and including the date  actually  paid;  and
      any partial  payments  shall be applied first to all accrued  interest and
      then to principal; and

      (y) at any time thereafter,  and in each and every such case,  unless such
      Event of Default  shall have been cured or waived in writing by the Holder
      (which  waiver  shall  not be  deemed  to be a  waiver  of any  subsequent
      default), at the option of the Holder and in the Holder's sole discretion,
      the  Holder may elect to redeem  all or part of the  Unconverted  Note (as
      defined below) on the terms provided in Section 15 hereof.

      15.   A.    The Company acknowledges that if there is an Event of Default,
the Holder may require the Company to immediately  redeem all or any part of the
outstanding  portion of this Note for an amount equal to the  Redemption  Amount
(as defined below).  The Redemption  Amount shall be paid in cash by the Company
to the Holder.

            B.    For purposes of this Note, the following  terms shall have the
meanings indicated below:

      "Unconverted  Note" means the principal  amount of this Note which has not
      been converted as of the relevant date.

      "Redemption  Payment  Date" means the date on which the  Company  actually
      pays the Redemption Amount.

      "Redemption Amount" means the amount equal to:

                         V
                  -----------------     x
            M
                       CP

            where:


                                       13


                  "V" means the principal of an Unconverted  Note plus any
            accrued but unpaid interest thereon;

                  "CP"  means the  Conversion  Price in effect on the date
            (the  "Redemption  Notice Date") of the Redemption  Notice (as
            defined below); provided, however, if the Redemption Amount is
            not paid in full on or before the  Redemption  Due Date,  "CP"
            means the lower of (x) the  Conversion  Price in effect on the
            Redemption  Notice Date or (y) the lowest  Conversion Price in
            effect during the period commencing on the Redemption Due Date
            and ending on the Redemption Payment Date; and

                  "M" means  the  highest  closing  price per share of the
            Common  Stock during the period  beginning  on the  Redemption
            Notice Date and ending on the Redemption Payment Date.

            C.    The  Holder  of an  Unconverted  Note may  elect  to  redeem a
portion of such  Unconverted  Note without electing to redeem the balance of the
Unconverted  Note. The Holder's  option to redeem all or part of the Unconverted
Note shall be exercised by the Holder giving  written  notice of the exercise of
this  provision  by the  Holder  (a  "Redemption  Notice")  at any time  after a
relevant  Event of Default  has  occurred  but  before  such Event of Default is
cured..  The Redemption  Notice shall specify (a) the date (the  "Redemption Due
Date") on which the  Redemption  Amount  shall be paid,  which  date shall be at
least five (5) Trading Days after the date (a "Redemption Notice Date") on which
the Holder  Redemption  Notice is given,  and (b) the wire  instructions for the
account to which the Redemption Amount is to be paid;  provided,  however,  that
the Company shall have the right to accelerate the date of such payment.

            D.    If all of the Unconverted Notes are being redeemed pursuant to
this Section 5, then,  upon payment in full of the Redemption  Amount for all of
the  Unconverted  Notes in accordance with the provisions of this Section 5, the
Holder shall deliver the Note to the Company marked "paid in full".

            E.    If the  Redemption  Amount is not timely paid by the  Company,
the Redemption  Amount shall accrue  interest at the Default Rate and the Holder


                                       14


may declare the Redemption Amount,  together with such interest,  due under this
Note immediately due and payable, without presentment, demand, protest or notice
of any kinds,  all of which are hereby expressly  waived,  anything herein or in
any note or other instruments contained to the contrary notwithstanding, and the
Holder may  immediately  enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law, including,  but
not  necessarily  limited to, the equitable  remedy of specific  performance and
injunctive relief.

      16.   Nothing contained in this Note shall be construed as conferring upon
the Holder the right to vote or to  receive  dividends  or to consent or receive
notice as a shareholder in respect of any meeting of  shareholders or any rights
whatsoever as a shareholder of the Company,  unless and to the extent  converted
in accordance with the terms hereof.

      17.   Any notice required or permitted  hereunder shall be given in manner
provided in the Section headed "NOTICES" in the Securities  Purchase  Agreement,
the terms of which are incorporated herein by reference.

                   [Balance of page intentionally left blank]



                                       15


      18.   In the event for any reason, any payment by or act of the Company or
the Holder  shall  result in payment of interest  which  would  exceed the limit
authorized  by or be in violation of the law of the  jurisdiction  applicable to
this Note,  then IPSO FACTO the  obligation  of the  Company to pay  interest or
perform such act or requirement  shall be reduced to the limit  authorized under
such law,  so that in no event shall the  Company be  obligated  to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest  in excess of the limit so  authorized.  In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further  agreement or notice between or by the Company or the Holder,  be deemed
applied to the payment of principal,  if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically  designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Note.  If any part of such excess  remains  after the principal has been paid in
full,  whether by the  provisions of the preceding  sentences of this Section or
otherwise,  such  excess  shall be deemed to be an  interest-free  loan from the
Company to the Holder,  which loan shall be payable  immediately  upon demand by
the Company.  The provisions of this Section shall control every other provision
of this Note.


      IN WITNESS  WHEREOF,  the Company has caused  this  instrument  to be duly
executed by an officer thereunto duly authorized.

Dated: September 7, 2007

                                    WATER CHEF, INC.

            By: /s/ Leslie J. Kessler
                ------------------------------------

            Leslie J. Kessler
            ----------------------------------------
                         (Print Name)

            President and Chief Executive Officer
            ----------------------------------------
                           (Title)


                                       16


                                    EXHIBIT A

                                WATER CHEF, INC.

                              NOTICE OF CONVERSION
                                       OF
                  10% CONVERTIBLE PROMISSORY NOTE SERIES 07-01

     (To be Executed by the Registered Holder in Order to Convert the Note)

TO:   WATER CHEF, INC.                                  VIA FAX:  (631) 577-7918
      68 South Service Road, Suite 100
      Melville, NY 11747
      Attn: President

FROM:
      --------------------------------------------------------------------------
      ("Holder")

DATE:
      --------------------------------------------------------------------------
      (the "Conversion Date")

RE:   Conversion of  $_________________  principal amount (the "Converted Note")
      of  the  10%  Secured   Convertible   Promissory  Note  Series  07-01  Due
      __________,  2008,  No.  07-01-_-_  (the "Note") of WATER CHEF,  INC. (the
      "Company") into ______________________ shares (the "Conversion Shares") of
      Common Stock (defined below)



--------------------------------------------------------------------------------

  CALCULATION OF NOTE BALANCE AFTER GIVING EFFECT TO THIS NOTICE OF CONVERSION

Original Principal of this Note                                 $
                                                                 ---------------

Cumulative Amount of Principal Converted Prior to this          $
      Notice of Conversion                                       ---------------

Principal Balance Prior to this Notice of Conversion            $
                                                                 ---------------

Principal Converted by this Notice of Conversion                $
                                                                 ---------------

Adjusted Principal Balance of this Note after                   $
      Giving Effect to this Notice of Conversion                 ---------------

IF THIS NOTICE OF CONVERSION  REPRESENTS THE FULL  CONVERSION OF THE OUTSTANDING
BALANCE OF THE CONVERTED NOTE, THE HOLDER EITHER (1) HAS PREVIOUSLY  SURRENDERED
THE  CONVERTED  NOTE TO THE  COMPANY  OR (2)  WILL  SURRENDER  (OR  CAUSE  TO BE
SURRENDERED) THE CONVERTED NOTE TO THE COMPANY AT THE ADDRESS INDICATED ABOVE BY
EXPRESS  COURIER  WITHIN  FIVE (5)  TRADING  DAYS AFTER  DELIVERY  OR  FACSIMILE
TRANSMISSION OF THIS NOTICE OF CONVERSION.

--------------------------------------------------------------------------------

      The captioned  Holder hereby gives notice to the Company,  pursuant to the
Note of WATER CHEF,  INC. that the Holder  elects to convert the Converted  Note
into fully paid and non-assessable shares of Common Stock, $0.001 par value (the
"Common Stock"),  of the Company as of the Conversion Date specified above. Said
conversion  shall be based on the following  Conversion Price (CHECK AND FILL IN
ONE):

/ /   $________________,  representing  the Fixed Conversion Price (as defined
      in the Note)

            / /   adjusted in accordance with the provisions of the Note

/ /   $________________, representing the Alternative Conversion Price

            / /   adjusted in accordance with the provisions of the Note


                                       2


/ /   $________________, representing the Lowest New Transaction Price

            / /   adjusted in accordance with the provisions of the Note

Based on this Conversion  Price, the number of Conversion Shares indicated above
should be issued in the following name(s):

            Name and Record Address                   Conversion Shares

            -------------------------------           ---------------

            -------------------------------           ---------------

            -------------------------------           ---------------

      It is the intention of the Holder to comply with the provisions of Section
4(C) of the Note  regarding  certain  limits on the  Holder's  right to  convert
thereunder.  The Holder believe this conversion  complies with the provisions of
said Section 4(C).  Nonetheless,  to the extent that, pursuant to the conversion
effected  hereby,  the Holder would have more shares than  permitted  under said
Section,  this notice should be amended and revised,  ab initio, to refer to the
conversion  which would  result in the issuance of shares  consistent  with such
provision. Any conversion above such amount is hereby deemed void and revoked.

      As  contemplated  by the Note,  this Notice of Conversion is being sent by
facsimile to the telecopier number and officer indicated above.


                                       3


      The   certificates   representing   the  Conversion   Shares  should  be
transmitted by the Company to the Holder

      / /   via express courier, or

      / /   by electronic transfer

within  the time  contemplated  by the Note  after  receipt  of this  Notice  of
Conversion (by facsimile transmission or otherwise) to:

            -------------------------------------

            -------------------------------------

            -------------------------------------

                   [Balance of page intentionally left blank]


                                       4


      As  contemplated  by the Note, the Company should also pay all accrued but
unpaid interest on the Converted Note to the Holder.

                  --If the Company  elects to pay such interest in Common Stock,
            as  contemplated  by and subject to the  provisions  of the Note,(1)
            such shares should be issued in the name of the Holder and delivered
            in the same manner as, and together with, the Conversion Shares.

                  --If the Company elects or is required to pay the dividends in
            cash, such payment should be made by wire transfer as follows:(2)

                  -----------------------------------

                  -----------------------------------

                  -----------------------------------


      -------------------------------------
      (Print name of Holder)

      By:
          ---------------------------------
          (Signature of Authorized Person)

      -------------------------------------
      (Printed Name and Title)


------------
(1)   Number of shares based on applicable  Payment Conversion Price (as defined
in the Note).

(2)   Information should include the following:

      All Wires:
      (1) Bank Name
      (2) Bank Address (including  street,  city, state)
      (3) ABA or Wire Routing No.
      (4) Account Name
      (5) Account Number

If Wire is going to International (Non-US) Bank, all of the above PLUS:
      (6) SWIFT Number


                                       5