Exhibit 10.8
        Option Agreement between Skye and Digital Crossing, LLC
   **STOCK
        OPTION AGREEMENT**
 
 
 THIS
        STOCK OPTION AGREEMENT (this "Agreement"), dated as of February 11 ,
        2004,
        (the "Grant Date"), is between Tankless Systems Worldwide, Inc., a Nevada
        corporation (the "Company"), and Digital Crossing, LLC (the "Grantee").
 
 1.
              **Grant
                  of Option, Exercise Price and Term**.
 
 (a)  The
        Company irrevocably grants to the Grantee and Grantee is entitled, subject
        to
        the terms and conditions set forth in this Stock Option Agreement (the "Option")
        to purchase Three Hundred Thousand (300,000) fully paid, duly authorized
        and
        nonassessable shares of common stock, $0.001 par value per share, of the
        Company
        (the "Option Shares") from the Company, at any time commencing from the date
        hereof and continuing for five (5) years from the date hereof, (the “Exercise
        Period”) at an exercise price of Fifty cents ($0.50 U.S.) per Share (the
“Exercise Price”), subject to adjustment pursuant to Section 8
        hereof
 
 (b)  The
        term
        of this Option shall be a period of five (5) years from the Grant Date (the
        "Option Period"). During the Option Period, the Option shall be fully
        vested.
 
 (c)  The
        Option shall be fully exercisable as of the Grant Date.
 
 (d)  The
        Company shall not be required to issue any fractional shares of Stock.
 
 2.  **Method
        of Exercise** .
        Subject
        to the provisions of this Section, the Stock Options may be exercised, in
        whole
        or in part, at any time during the option term by giving written notice of
        exercise to the Company, in form satisfactory to the Company, specifying
        the
        number of shares of Stock subject to the Stock Option to be purchased and
        the
        aggregate Exercise Price for such shares, together with payment in full of
        such
        aggregate Exercise Price. The Exercise Price of any Stock Option shall be
        paid
        in full in cash (by cash, certified or bank check, wire transfer, or any
        combination thereof, or such other instrument as the Company may accept).
        The
        Option may not be exercised unless the Grantee (a) enters into any document
        (a
        "Private Issuance Document") the Company determines necessary to ensure that
        the
        Option Shares are issued pursuant to an available exemption from the
        registration requirements of the Securities Act of 1933, as amended (the
        "Securities Act"), and applicable state securities laws, and (b) there has
        been
        compliance with all the preceding provisions of this Section 2. For all purposes
        of this Stock Option Agreement, the date of the exercise of the Option shall
        be
        the date upon which there is compliance with all such requirements.
 
 3.  **Common
        Stock to be Issued** . ** Subject
        to the terms of this Option Agreement, upon notice of exercise any portion
        of
        the Option and payment of such Exercise Price as aforesaid, the Company shall
        promptly issue and cause to be delivered to the Grantee or to such person
        or
        persons as the Grantee may designate in writing, a certificate or certificates
        (in such name or names as the Grantee may designate in writing) for the number
        of duly authorized, fully paid and non-assessable whole Shares to be purchased
        upon the exercise of this Option, and shall deliver to the Grantee Common
        Stock.
        This Option shall be exercisable, at the sole election of the Grantee, either
        in
        full or from time to time in part and, in the event that any certificate
        evidencing this Option (or any portion thereof) is exercised prior to the
        Termination Date with respect to less than all of the Shares specified therein
        at any time prior to the Termination Date, a new certificate of like tenor
        evidencing the remaining portion of this Option shall be issued by the Company,
        if so requested by the Grantee.
  1
  4.  **Transfer
        Agent.** Upon
        the
        Company’s receipt of a facsimile or original of Grantee’s signed Election to
        Exercise Option, the Company shall instruct its transfer agent to issue one
        or
        more stock Certificates representing that number of shares of Common Stock
        which
        the Grantee is entitled to purchase in accordance with the terms and conditions
        of this Option and the Election to Exercise Option.
 
 5.  **Shareholder
        of Record.** Each
        person in whose name any certificate for shares of Common Stock shall be
        issued
        shall for all purposes be deemed to have become the holder of record of the
        Common Stock represented thereby on the date on which the Option was exercised
        and payment of the purchase price and any applicable taxes was made,
        irrespective of date of issue or delivery of such certificate, except that
        if
        the date of such exercise and payment is a date when the Shares transfer
        books
        of the Company are closed, such person shall be deemed to have become the
        holder
        of such Shares on the next succeeding date on which such Share transfer books
        are open. The Company shall not close such Share transfer books at any one
        time
        for a period longer than seven (7) days.
 
 6.  **Actions;
        Costs** .
        It
        shall be the Company’s responsibility to take all necessary actions and to bear
        all such costs to issue the certificate of Common Stock as provided herein,
        including the responsibility and cost for delivery of an opinion letter to
        the
        transfer agent, if so required, and any documentary stamp taxes if any,
        attributable to the initial issuance of the Shares. The person in whose name
        the
        certificate of Common Stock is to be registered shall be treated as a
        shareholder of record on and after the exercise date. Upon exercise of any
        portion of the Option that is to be exercised in part, the Company shall
        issue
        to the Grantee a written acknowledgment of the number of Shares that remain
        available under the Option, if so requested by Grantee.
 
 7.  **Payment
        of Withholding Taxes** .
        If the
        Company is obligated to withhold an amount on account of any tax imposed
        as a
        result of the exercise of the Option, the Grantee shall be required to pay
        such
        amount to the Company, as provided in the Plan. The Grantee acknowledges
        and
        agrees that the Grantee is responsible for the tax consequences associated
        with
        the grant of the Option and its exercise.
 
 8.  **Adjustment
        of Common Stock Price, Exercise Price and the Number of Shares.** The
        number and kind of securities purchasable upon the exercise of this Option
        and
        the Exercise Price shall be subject to adjustment from time to time after
        the
        date hereof upon the happening of certain events, as follows:
 
 8.1  **Adjustments.** The
        number of Shares purchasable upon the exercise of this Option shall be subject
        to adjustments as follows:
 
 (a)  In
        case
        the Company shall (i) pay a dividend on Common Stock in Common Stock or
        securities convertible into, exchangeable for or otherwise entitling a holder
        thereof to receive Common Stock, (ii) declare a dividend payable in cash
        on its
        Common Stock and at substantially the same time offer its shareholders a
        right
        to purchase new Common Stock (or securities convertible into, exchangeable
        for
        or other entitling a holder thereof to receive Common Stock) from the proceeds
        of such dividend (all Common Stock so issued shall be deemed to have been
        issued
        as a stock dividend), (iii) subdivide its outstanding shares of Common Stock
        into a greater number of shares of Common Stock, or (iv) issue by
        reclassification of its Common Stock any shares of Common Stock of the Company,
        the number of shares of Common Stock issuable upon exercise of the Options
        immediately prior thereto shall be adjusted so that the holders of the Options
        shall be entitled to receive after the happening of any of the events described
        above that number and kind of shares as the holders would have received had
        such
        Options been converted immediately prior to the happening of such event or
        any
        record date with respect thereto.
 
 
  2
  (b)  In
        case
        the Company shall distribute, without receiving consideration therefor, to
        all
        holders of its Common Stock evidences of its indebtedness or assets (excluding
        cash dividends other than as described in Section (8)(a)(ii)), then in such
        case, the number of shares of Common Stock thereafter issuable upon exercise
        of
        the Options shall be determined by multiplying the number of shares of Common
        Stock theretofore issuable upon exercise of the Options, by a fraction, of
        which
        the numerator shall be the closing bid price per share of Common Stock on
        the
        record date for such distribution, and of which the denominator shall be
        the
        closing bid price of the Common Stock less the then fair value (as determined
        by
        the Board of Directors of the Company, whose determination shall be conclusive)
        of the portion of the assets or evidences of indebtedness so distributed
        per
        share of Common Stock. Such adjustment shall be made whenever any such
        distribution is made and shall become effective immediately after the record
        date for the determination of stockholders entitled to receive such
        distribution.
 
 (c)  Any
        adjustment in the number of shares of Common Stock issuable hereunder otherwise
        required to be made by this Section 8 will not have to be adjusted if such
        adjustment would not require an increase or decrease in one percent (1%)
        or more
        in the number of shares of Common Stock issuable upon exercise of the Option.
        No
        adjustment in the number of Shares purchasable upon exercise of this Option
        will
        be made for the issuance of shares of capital stock to directors, employees
        or
        independent Optionors pursuant to the Company’s or any of its subsidiaries’
stock option, stock ownership or other benefit plans or arrangements or trusts
        related thereto or for issuance of any shares of Common Stock pursuant to
        any
        plan providing for the reinvestment of dividends or interest payable on
        securities of the Company and the investment of additional optional amounts
        in
        shares of Common Stock under such plan.
 
 (d)  Whenever
        the number of shares of Common Stock issuable upon the exercise of the Options
        is adjusted, as herein provided, the Exercise Price shall be adjusted (to
        the
        nearest cent) by multiplying such Exercise Price immediately prior to such
        adjustment by a fraction, of which the numerator shall be the number of shares
        of Common Stock issuable upon the exercise of each share of the Options
        immediately prior to such adjustment, and of which the denominator shall
        be the
        number of shares of Common Stock issuable immediately thereafter.
 
 (e)  The
        Company from time to time by action of its Board of Directors may decrease
        the
        Exercise Price by any amount for any period of time if the period is at least
        twenty (20) days, the decrease is irrevocable during the period and the Board
        of
        Directors of the Company in its sole discretion shall have made a determination
        that such decrease would be in the best interest of the Company, which
        determination shall be conclusive. Whenever the Exercise Price is decreased
        pursuant to the preceding sentence, the Company shall mail to holders of
        record
        of the Options a notice of the decrease at least fifteen (15) days prior
        to the
        date the decreased Exercise Price takes effect, and such notice shall state
        the
        decreased Exercise Price and the period it will be in effect.
 
 (f)  Price/Share
        Adjustment. Except as provided in the last sentence of this Paragraph 8.1(f),
        if
        at any time during the first two (2) years of the term of this Option Agreement,
        the Company enters into any NEW Stock, Option or Option Agreement(s), for
        a
        price that is LOWER than the
        Exercise Price of this Option, which is Fifty cents ($0.50 U.S.) per Share,
        then
        all Options represented by this Agreement shall be lowered by the Company
        to
        reflect the NEW lower Common Stock and Exercise Price, to be equal to the
        lower
        NEW Stock, Option or Exercise Price of such Agreement. Notwithstanding any
        other
        provision of this Paragraph 8.1(f) to the contrary, no
        adjustment to either price or number of shares shall be made or required
        by
        occasion of (i) the grant or issuance of any stock, stock option, stock Option,
        stock appreciation right or other similar benefit relating to securities
        to any
        existing officer, director or employee or to any other person as an inducement
        to become an officer, director or employee, or to any person rendering services
        to the Company in connection with a consulting agreement, whether such grant
        or
        issuance is in respect of stock restricted under Section 144 or otherwise
        the
        subject of a Registration Statement filed with the SEC under Form S-8 or
        its
        equivalent, or (ii) any adjustment required pursuant to the other provisions
        of
        this Section 8.
  3
  
 8.2  **Mergers,
        Etc.**  In the
        case of any (i) consolidation or merger of the Company into any entity (other
        than a consolidation or merger that does not result in any reclassification,
        exercise, exchange or cancellation of outstanding shares of Common Stock
        of the
        Company), (ii) sale, transfer, lease or conveyance of all or substantially
        all
        of the assets of the Company as an entirety or substantially as an entirety,
        or
        (iii) reclassification, capital reorganization or change of the Common Stock
        (other than solely a change in par value, or from par value to no par value),
        in
        each case as a result of which shares of Common Stock shall be converted
        into
        the right to receive stock, securities or other property (including cash
        or any
        combination thereof), each holder of Options then outstanding shall have
        the
        right thereafter to exercise such Option only into the kind and amount of
        securities, cash and other property receivable upon such consolidation, merger,
        sale, transfer, capital reorganization or reclassification by a holder of
        the
        number of shares of Common Stock of the Company into which such Options would
        have been converted immediately prior to such consolidation, merger, sale,
        transfer, capital reorganization or reclassification, assuming such holder
        of
        Common Stock of the Company (A) is not an entity with which the Company
        consolidated or into which the Company merged or which merged into the Company
        or to which such sale or transfer was made, as the case may be (“constituent
        entity”), or an affiliate of a constituent entity, and (B) failed to exercise
        his or her rights of election, if any, as to the kind or amount of securities,
        cash and other property receivable upon such consolidation, merger, sale
        or
        transfer (provided that if the kind or amount of securities, cash and other
        property receivable upon such consolidation, merger, sale or transfer is
        not the
        same for each share of Common Stock of the Company held immediately prior
        to
        such consolidation, merger, sale or transfer by other than a constituent
        entity
        or an affiliate thereof and in respect of which such rights or election shall
        not have been exercised (“non-electing share”), then for the purpose of this
        Section 8.2 the kind and amount of securities, cash and other property
        receivable upon such consolidation, merger, sale or transfer by each
        non-electing share shall be deemed to be the kind and amount so receivable
        per
        share by a plurality of the non-electing shares). If necessary, appropriate
        adjustment shall be made in the application of the provision set forth herein
        with respect to the rights and interests thereafter of the holder of Options,
        to
        the end that the provisions set forth herein shall thereafter correspondingly
        be
        made applicable, as nearly as may reasonably be, in relation to any shares
        of
        stock or other securities or property thereafter deliverable on the exercise
        of
        the Options. The above provisions shall similarly apply to successive
        consolidations, mergers, sales, transfers, capital reorganizations and
        reclassifications. The Company shall not effect any such consolidation, merger,
        sale or transfer unless prior to or simultaneously with the consummation
        thereof
        the successor company or entity (if other than the Company) resulting from
        such
        consolidation, merger, sale or transfer assumes, by written instrument, the
        obligation to deliver to the holder of Options such shares of stock, securities
        or assets as, in accordance with the foregoing provision, such holder may
        be
        entitled to receive under this Section 8.2.
 
 9.  **Changes
        in Company's Capital Structure** .
        The
        existence of the Option will not affect in any way the right or authority
        of the
        Company or its stockholders to make or authorize
 
 (a)  any
        adjustment, recapitalization, reorganization or other changes in the Company's
        capital structure or its business;
 
 (b)  any
        acquisition, merger or consolidation of the Company;
  4
  
 (c)  any
        issuance of bonds, debentures, preferred or prior preference stock ahead
        of or
        affecting the Stock or the rights thereof;
 
 (d)  the
        dissolution or liquidation of the Company;
 
 (e)  any
        sale
        or transfer of all or any part of the Company's assets or business; or
 
 (f)  any
        other
        corporate act or proceeding, whether of a similar character or otherwise.
 
 10.  **Employment
        Rights** .
        No
        provision of this Agreement or of the Option granted hereunder shall give
        the
        Grantee any right to continue in the employ of the Company or any Affiliate
        of
        the Company, create any inference as to the length of employment of the Grantee,
        affect the right of the Company or any Affiliate of the Company to terminate
        the
        employment of the Grantee, with or without Cause, or give the Grantee any
        right
        to participate in any employee welfare or benefit plan or other program of
        the
        Company or any Affiliate of the Company.
 
 11.  **No
        Rights as Stockholders: Notices to Grantees.** Nothing
        contained in this Option shall be construed as conferring upon the Grantee
        or
        its transferees any rights as a stockholder of the Company, including the
        right
        to vote, receive dividends, consent or receive notices as a stockholder with
        respect to any meeting of stockholders for the election of directors of the
        Company or any other matter. If, however, at any time prior to the expiration
        of
        the Option Period and prior to the exercise of this Option, any of the following
        events shall occur:
 
 (a)  any
        action which would require an adjustment pursuant to Section 8.1;
        or
  (b)  a
        dissolution, liquidation or winding up of the Company or any consolidation,
        merger or sale of its property, assets and business as an entirety; then
        in any
        one or more of said events, the Company shall give notice in writing of such
        event to the Grantee at least ten (10) days prior to the date fixed as a
        record
        date or the date of closing the transfer books for the determination of the
        shareholders entitled to any relevant dividend, distribution, subscription
        rights, or other rights or for the effective date of any dissolution,
        liquidation of winding up or any merger, consolidation, or sale of substantially
        all assets, but failure to mail or receive such notice or any defect therein
        or
        in the mailing thereof shall not affect the validity of any such action taken.
        Such notice shall specify such record date or the effective date, as the
        case
        may be.
 
 12.  **Obligation
        to Register** .
        Grantee
        acknowledges and agrees that the Company does not have any present intention
        and
        is under no obligation to register the Option Shares under the Securities
        and
        Exchange Act of 1933 or applicable state securities laws.
 
 13.  **Piggy-Back
        Registration Rights.** The
        Company hereby gives the Undersigned unlimited Piggy-Back Registration Rights
        under this Option Agreement. If at any time the Company proposes to file
        with
        the SEC a Registration Statement relating to an offering for its own account
        or
        the account of others under the 1933 Act of any of its securities (other
        than on
        Form S-4 or Form S-8 or their then equivalents relating to securities to
        be
        issued solely in connection with any acquisition of any entity or business
        or
        equity securities issuable in connection with stock option or other employee
        benefit plans) the Company shall promptly send to Grantee written notice
        of the
        Company’s intention to file a Registration Statement and of Grantee’s rights
        under this Section 13 and, if within twenty (20) days after receipt of such
        notice, Grantee shall so request in writing, the Company shall include in
        such
        Registration Statement all or any part of the Registrable Securities Grantee
        requests to be registered. No right to registration of Registrable Securities
        under this Section 13 shall be construed to limit any registration. If an
        offering in connection with
        which Grantee is entitled to registration under this Section 13 is an
        underwritten offering, then Grantee whose Registrable Securities are included
        in
        such Registration Statement shall, unless otherwise agreed by the Company,
        offer
        and sell such Registrable Securities in an underwritten offering using the
        same
        underwriter or underwriters and, subject to the provisions of this Agreement,
        on
        the same terms and conditions as other shares of Common Stock included in
        such
        underwritten offering.
  5
  
 14.  **Miscellaneous.**
 
 14.1  **Benefits
        of this Agreement.** Nothing
        in this Option shall be construed to give to any person or corporation other
        than the Company and the Grantee any legal or equitable right, remedy or
        claim
        under this Option, and this Option shall be for the sole and exclusive benefit
        of the Company and the Grantee.
  14.2  **Rights
        Cumulative; Waivers.** The
        rights of each of the parties under this Option are cumulative. The rights
        of
        each of the parties hereunder shall not be capable of being waived or varied
        other than by an express waiver or variation in writing. Any failure to exercise
        or any delay in exercising any of such rights shall not operate as a waiver
        or
        variation of that or any other such right. However, the Grantee may waive
        a
        default and its consequences. Any defective or partial exercise of any of
        such
        rights shall not preclude any other or further exercise of that or any other
        such right. No act or course of conduct or negotiation on the part of any
        party
        shall in any way preclude such party from exercising any such right or
        constitute a suspension or any variation of any such right.
 
 14.3  **Benefit;
        Successors Bound.** This
        Option and the terms, covenants, conditions, provisions, obligations,
        undertakings, rights, and benefits hereof, shall be binding upon, and shall
        inure to the benefit of, the parties hereto and their heirs, executors,
        administrators, representatives, successors, and permitted assigns.
  14.4  **Entire
        Agreement.** This
        Option contains the entire agreement between the parties with respect to
        the
        subject matter hereof. There are no promises, agreements, conditions,
        undertakings, understandings, warranties, covenants or representations, oral
        or
        written, express or implied, between them with respect to this Option or
        the
        matters described in this Option, except as set forth in this Option. Any
        such
        negotiations, promises, or understandings shall not be used to interpret
        or
        constitute this Option.
 
 14.5  **Assignment.** This
        Option may be assigned, in whole or in part, by Assignment of Option completed,
        executed and delivered to the Company.
 
 14.6  **Amendment.** This
        Option may be amended only by an instrument in writing executed by the parties
        hereto.
 
 14.7  **Severability.** Each
        part of this Option is intended to be severable. In the event that any provision
        of this Option is found by any court or other authority of competent
        jurisdiction to be illegal or unenforceable, such provision shall be severed
        or
        modified to the extent necessary to render it enforceable and as so severed
        or
        modified, this Option shall continue in full force and effect.
 
 14.8  **Notices.** Notices
        required or permitted to be given hereunder shall be in writing and shall
        be
        deemed to be sufficiently given when personally delivered (by hand, by courier,
        by telephone line facsimile transmission, receipt confirmed, or other means)
        or
        sent by certified mail, return receipt requested, properly addressed and
        with
        proper postage pre-paid (i) if to the Company, at its executive office (ii)
        if
        to the Grantee, at the address set forth under its name in the subscription
        agreement for this Option, with a copy to its designated attorney and (iii)
        if
        to any other Grantee, at such address as such Grantee shall have provided
        in
        writing to the Company, or at such other address as each such party furnishes
        by notice given in accordance with this section, and shall be effective,
        when
        personally delivered, upon receipt and, when so sent by certified mail, four
        (4)
        business days after deposit with the United States Postal Service.
  6
   14.9  **Governing
        Law.** This
        Agreement shall be governed by the interpreted in accordance with the laws
        of
        the State of Arizona without reference to its conflicts of laws rules or
        principles.
 
 14.10  **Forum
        Selection and Consent to Jurisdiction.**  Any
        litigation based thereon, or arising out of, under, or in connection with,
        this
        agreement or any course of conduct, course of dealing, statements (whether
        oral
        or written) or actions of the Company or Grantee shall be brought and maintained
        exclusively in the federal courts of the State of Arizona without reference
        to
        its conflicts of laws rules or principles. The Company hereby expressly and
        irrevocably submits to jurisdiction exclusively with the federal Courts of
        the
        State of Arizona for the purpose of any such litigation as set forth above
        and
        irrevocably agrees to be bound by any final judgment rendered thereby in
        connection with such litigation. The Company further irrevocably consents
        to the
        service of process by registered mail, postage prepaid, or by personal service
        within or without the State of Arizona. The Company hereby expressly and
        irrevocably waives, to the fullest extent permitted by law, any objection
        which
        it may have or hereafter may have to the laying of venue of any such litigation
        brought in any such court referred to above and any claim that any such
        litigation has been brought in any inconvenient forum. To the extent that
        the
        Company has or hereafter may acquire any immunity from jurisdiction of any
        court
        or from any legal process (whether through service or notice, attachment
        prior
        to judgment, attachment in aid of execution or otherwise) with respect to
        itself
        or its property. The Company hereby irrevocably waives such immunity in respect
        of its obligations under this agreement and the other loan
        documents.
 
 14.11  **Waiver
        of Jury Trial.** The
        Grantee and the Company hereby knowingly, voluntarily and intentionally waive
        any rights they may have to a trial by jury in respect of any litigation
        based
        hereon, or arising out of, under, or in connection with, this agreement,
        or any
        course of conduct, course of dealing, statements (whether oral or written)
        or
        actions of the Grantee or the Company. The Company acknowledges and agrees
        that
        it has received full and sufficient consideration for this provision and
        that
        this provision is a material inducement for the Grantee entering into this
        agreement.
 
 14.12  **Consents.** The
        person signing this Option on behalf of the Company hereby represents and
        Options that he has the necessary power, consent and authority to execute
        and
        deliver this Option on behalf of the Company.
 
 14.13  **Further
        Assurances.** In
        addition to the instruments and documents to be made, executed and delivered
        pursuant to this Option, the parties hereto agree to make, execute and deliver
        or cause to be made, executed and delivered, to the requesting party such
        other
        instruments and to take such other actions as the requesting party may
        reasonably require to carry out the terms of this Option and the transactions
        contemplated hereby.
 
 14.14  14.14  **Section
        Headings.** The
        Section headings in this Option are for reference purposes only and shall
        not
        affect in any way the meaning or interpretation of this Option.
 
 14.15  **Construction.** Unless
        the context otherwise requires, when used herein, the singular shall be deemed
        to include the plural, the plural shall be deemed to include each of the
        singular, and pronouns of one or no gender shall be deemed to include the
        equivalent pronoun of the other or no gender.
 
 IN
        WITNESS WHEREOF, the parties have caused this Option to be duly executed,
        all as
        of the day and year first above written.
   Tankless
                  Systems Worldwide, Inc.:
              
              
              Digital
                Crossing, LLC/s/ Thomas
                Kreitzer
              
              
              /s/ Preston
                J. SheaThomas
                Kreitzer, Chief Executive Officer
              
              
              Preston
                J. Shea, Manager






7


**AMENDMENT
          TO**
 **STOCK
          OPTION AGREEMENT**
 
 
 THIS
          AGREEMENT (“Amendment”), is between Tankless Systems Worldwide, Inc., a Nevada
          corporation (the "Company"), and Digital Crossing, LLC, a Delaware limited
          liability company (the "Grantee").
 
 WHEREAS,
          the Grantee and the Company are parties to that one certain Stock Option
          Agreement dated February 11, 2004 (the “Option Agreement”); and
 
 WHEREAS,
          by amendment even date herewith to the Consulting Agreement between the
          Company
          and Grantee, dated February 1, 2004, the parties have agreed to extend
          the
          period of time in which Grantee shall have the right to exercise its rights
          pursuant to the Option Agreement;
 
 NOW,
          THEREFORE, in consideration of the foregoing and the covenants contained
          herein,
          the parties hereto hereby agree as follows:
 
 1.  Paragraphs
          1(a) and 1(b) of the Option Agreement shall be amended to provide that
          the
          Exercise Period and the Option Period, as those terms are defined respectively
          therein, shall be extended five additional years from the Grant Date, for
          a
          total of ten (10) years, each such period to end on February 11,
          2014.
 
 2.  Except
          as
          expressly provided in this Amendment, the terms and conditions of the Option
          Agreement shall remain as originally agreed and in full force and effect.
          In the
          event of any conflict between the provisions of this Amendment and the
          Option
          Agreement, the terms and provisions of this Amendment shall
          prevail.
 
 EXECUTED
          effective the 6th day
          of
          September, 2005
  TANKLESS
                  SYSTEMS WORLDWIDE, INC.
                a Nevada corporation
              
              
              DIGITAL
                  CROSSING, LLC
                a Delaware limited liability
                  company/s/ Thomas
                Kreitzer
              
              
              /s/ Andrea
                DworshakThomas
                Kreitzer, Chief Executive Officer
              
              
              Andrea
                Dworshak, Manager