Exhibit 10.7
          Option Agreement between Skye and Sundance Financial Corp.
 **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 Sundance Financial Corporation, a Turks
            and
            Caicos Company (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.
 
 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.
 
 
 
 
  1
  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.
 
 (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.
 
 
  2
  (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;
 
 (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.
  4
  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.
 
 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.
   5
  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.
 
 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.
  6
  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.
            
            
            Sundance
              Financial Corporation/s/ Thomas
              Kreitzer
            
            
            /s/ Lawrence
              G. RyckmanThomas
              Kreitzer, Chief Executive Officer
            
            
            Lawrence
              G. Ryckman, President


















7




**AMENDMENT
        TO**
 **STOCK
        OPTION AGREEMENT**
 
 
 THIS
        AGREEMENT (“Amendment”), is between Tankless Systems Worldwide, Inc., a Nevada
        corporation (the "Company"), and Sundance Financial Corporation, a Turks
        and
        Caicos 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
                
                
                SUNDANCE
                    FINANCIAL CORPORATION
                  a Turks and Caicos corporation/s/ Thomas
                  Kreitzer
                
                
                /s/ Lawrence
                  G. RyckmanThomas
                  Kreitzer, Chief Executive Officer
                
                
                Lawrence
                  G. Ryckman, President