Exhibit 10.10
      Employment Agreement between Skye and Eric Stebbins




**EMPLOYMENT
      AGREEMENT**








This
      Employment Agreement (“Agreement”) is entered into this 20 th  day of
      May 2005, by and between Tankless Systems Worldwide, Inc., a Nevada corporation
      (the “Company”), and Eric C. Stebbins (“Employee”).





**WHEREAS** ,
      the
      Employee has provided (i) valuable business and operational services to the
      Company and its affiliated entities for a substantial period of time and (ii)
      advice to the Company and its affiliated entities in connection with its
      business, namely water heating appliances for homes (the “Business”);
      and





**WHEREAS** ,
      Employee’s advice and assistance has been instrumental and valuable in designing
      and developing a new line of products for the Company; and





**WHEREAS** ,
      the
      efforts, services and contributions of Employee have enhanced the Company’s
      ability to sell product, provide warranty services to its customers, increase
      the value of its stock and to generally improve the conduct its business;
      and





**WHEREAS** ,
      Employee has acted diligently, efficiently and in good faith in the performance
      of the services to the Company and has observed a duty of loyalty to the Company
      and its affiliates in relation to communications with employees, customers,
      clients and other business contacts and business relations of the Company and
      all services, work and work product have been professional in quality and
      responsive to the mandate of the needs of the Company; and





**WHEREAS** ,
      the
      Company, as an inducement to Employee to assist the Company in its Business,
      agreed to further compensate Employee at such time as the Company had applied
      for patents with respect to new technologies and had commenced plans to produce
      new products based on such proprietary technologies, which conditions precedent
      have now been satisfied; and





**WHEREAS** ,
      the
      Company desires to be assured of Employee’s future dedication, loyalty,
      knowledge and efforts and is willing to engage these services upon the terms
      contained herein. Employee desires to continue employment with the Company
      and
      is willing to do so upon the terms contained herein;





**NOW,
      THEREFORE** ,
      for
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and the covenants contained herein, the parties hereto agree
      as
      follows:














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1.  Issuance
      of Stock for Services .
      In
      consideration of services heretofore rendered by Employee to the Company which
      have not otherwise been compensated in any manner, the Company hereby agrees
      to
      issue to Employee Two Hundred Fifty Thousand (250,000) shares of the Company’s
      Common Stock, $0.001 par value, which shares shall be restricted pursuant to
      the
      provisions of Rule 144 of the Securities Act of 1933 (“Shares”). The Shares
      shall be issued upon the execution of this Agreement and, when issued, shall
      be
      deemed validly issued, fully paid and non-assessable. The Shares shall be in
      full and complete payment of all services rendered to the Company and all
      expenses incurred by Employee in any manner relating to the Company, or any
      of
      its affiliates, prior to the date of this Agreement. Such compensation shall
      be
      deemed fully earned when paid and no portion shall be subject to refund or
      return to the Company.





2.  Agreed
      Value of Shares .
      All
      Shares issued in satisfaction of this Agreement shall be deemed to have a stated
      fair market value of $0.05 per share (which price was not arbitrarily
      determined, and takes into consideration the current price of the Company’s free
      trading shares and the restrictions placed on the Shares issued, the financial
      condition of the Company and its operations at the time of execution of this
      Agreement, and the fact that the public market for such stock has been
      substantially illiquid for some time and subject to dramatic changes based
      on
      volume).





3.  Release
      and Indemnity .
      Except
      for the performance of obligations contained in this Agreement, Employee, for
      himself and on behalf of any other party claiming by, through or under him,
      hereby releases, remises, discharges, waives and forgives the Company and each
      of its affiliated entities, and their respective past, present and future
      officers, directors, shareholders, owners, employees, agents, representatives,
      attorneys, accountants, Employees, contractors, affiliates, predecessors,
      successors and assigns (collectively, the “Released Parties”), from and against
      all rights and claims Employee may have against any of the Released Parties
      arising out of, or by reason of, any cause, matter, or thing whatsoever existing
      as of the date of this Agreement, whether known to the parties at the time
      of
      the execution of this Agreement or not. Employee hereby agrees to indemnify
      and
      save harmless the Released Parties from any actions, causes of action, claims,
      demands, damages, costs and expenses, including reasonable attorneys’ fees,
      incurred by or demanded from the Released Parties directly or indirectly arising
      out of or resulting from any act or omission made by Employee or Employee’s
      employees, agents or subcontractors.





4.  Employment
      at Will .
      Either
      party, in their respective discretion, may terminate this Agreement and the
      employment relationship with or without cause upon two weeks’ prior written
      notice. Notwithstanding the preceding sentence, either party may terminate
      this
      Agreement immediately, with or without notice, for any material breach of this
      Agreement by the other party. In consideration of Employee’s services, the
      Company shall pay Employee a base salary of $2,500.00, paid bi-monthly,
      commencing on May _____, 2005 and payable for the term of this Agreement. This
      compensation will be subject to all customary withholdings and taxes and will
      be
      paid in a manner consistent with the Company’s standard policies applicable to
      all employees.


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5.  Disclosure
      of Inventions, etc .
      Employee shall promptly disclose to the Company, in writing and form
      satisfactory to the Board of Directors thereof, all discoveries, developments,
      improvements and innovations, whether or not patentable, (hereinafter referred
      to as “Inventions”) conceived, developed, created, made or reduced to practice
      by the Employee prior to or following the date hereof so long as Employee shall
      be affiliated with the Company or any of its affiliates, which are in any way
      related to the business of the Company and whether conceived or made during
      regular working hours or any other time. The Employee shall likewise disclose
      to
      the Company any such Inventions conceived or made by others which may be of
      benefit to the Company, the knowledge of which the Employee obtained during
      the
      term hereof.





6.  Assignment
      of Inventions, etc .
      Employee hereby assigns, transfers and conveys all of his rights, title and
      interest to or in any and all such Inventions to the Company. Employee further
      agrees to execute such documents and to perform such other actions and
      activities, at the expense of the Company, as may be necessary or desirable
      as
      determined by the Company’s Board of Directors thereof: (i) for the filing of
      patent applications and issuance of patents (both domestic and foreign) for
      such
      Inventions; and (ii) to complete exclusive ownership by the Company of such
      Inventions and patent applications and patents. It is mutually understood and
      agreed that the term “Inventions” as used herein shall be construed to include
      all forms of intellectual property and the term “patent” as used herein shall be
      interpreted to include all forms of intellectual property protection, including,
      without limitation, patents, copyrights, international copyrights and literary
      property.





7.  Confidentiality
      and Non-Disclosure .
      Employee understands and acknowledges that the Company and its affiliates have
      developed and rely on contacts, confidential information and trade secrets
      relating to the business and affairs of the Company and its affiliates and
      that
      such information is the sole and exclusive property of the Company
      (“Confidential Information”). The Confidential Information includes matters
      known to the Company and its Affiliates prior to the date of this Agreement
      as
      well as matters newly acquired by the Company and its affiliates during the
      term
      of this Agreement. Employee agrees to hold all Inventions and Confidential
      Information as trade secrets and proprietary information of the Company and
      further warrants never to use any such Inventions or Confidential Information
      to
      compete with or against the Company either during the term of this Agreement
      or
      at any time thereafter. Employee shall hold in confidence, not use, except
      for
      the benefit of the Company, and not disclose to anyone without prior written
      authorization by the Company, any and all Confidential Information, written,
      oral or otherwise, relating to the Inventions or the business or operations
      of
      the Company, or its clients or customers, including, without limitation,
      scientific or technical information, market or marketing information, personal
      contacts, designs, processes, procedures, formulas or improvements which
      Employee may obtain prior to, during or subsequent to the term of this
      Agreement. Employee further agrees to hold and use articles representing or
      disclosing said Inventions and Confidential Information only in such manner
      as
      would benefit and protect the Company including holding such information in
      confidence until the release thereof is authorized by the Company’s Board of
      Directors. Employee shall deliver or return to the Company, upon its request,
      all information in tangible
      form which Employee received from the Company including all copies thereof.
      Employee further warrants that during the term hereof he will maintain full
      fidelity to the stockholders of the Company and guard and protect the interests
      thereof with the same prudence and diligence as he would his own. Title in
      any
      information or data received from the Company, including all copies thereof,
      shall be in and remain with the Company at all times. Except as otherwise
      expressly provided herein, the provisions of this Paragraph shall be effective
      and remain in full force and effect for a period of five (5) years following
      the
      termination of this Agreement.


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8.  Non-Competition
      Restriction . Employee
      recognizes and understands that his position with the Company and his access
      to
      protected information will enable Employee to compete with the Company on an
      unfair basis, thereby damaging the Company and the Company’s goodwill. Because
      the Company’s goodwill is a valuable and unique asset and because of the highly
      technical and proprietary nature of the Company’s business, it is necessary to
      afford the Company fair protection for that asset and its business. Accordingly,
      and as a material inducement for the Company to hire Employee and pay Employee
      the salary and other benefits associated with Employee’s employment, Employee
      covenants and agrees that commencing on the date of this Agreement and
      continuing for a period of one (1) year following the termination of this
      Agreement, Employee will not directly, or indirectly, either as a consultant,
      owner, independent contractor, officer, director, principal, agent, trustee
      or
      through the agency of any individual or entity, engage in the water heater
      or
      water heating systems business within the United States or within any territory
      where the Company has water heater contracts. Although the Company anticipates
      an international clientele and possesses a legitimate interest in protecting
      goodwill in that geographic territory, the geographic scope of this
      non-competition covenant will be limited to locations in which the Company
      sells
      its products and services as well as the entire United States of America. The
      provisions of this paragraph will survive the termination of this
      Agreement.




9.  Disclosure
      to Media .
      Employee agrees not to advertise or make any public announcements to the media
      or to others regarding the existence of this Agreement or the performance
      hereunder without the prior written approval of the Company.





10.  Non-Disparagement .
      Employee agrees that neither he, nor any person or entity in active concert
      or
      participation with him or who is acting under his direction, will make any
      statement or otherwise communicate with anyone (including, but not limited
      to,
      any vendors, suppliers, business affiliates and associates, partners, employees,
      shareholders, Employees, advisors, distributors, sales representatives,
      customers, underwriters, attorneys and agents) in a manner that is disparaging
      to the Company or any of the Released Parties.





11.  Injunctive
      Relief .
      Employee agrees that the breach by him of any of the foregoing covenants
      contained in paragraphs 5 through 10 hereof is likely to result in irreparable
      harm, directly or indirectly, to the Company and therefore Employee consents
      and
      agrees that if he violates any of such obligations, the Company shall be
      entitled, among and in addition to any other rights or remedies available
      hereunder or otherwise, to temporary and permanent injunctive relief to prevent
      Employee from committing or continuing a breach of such
      obligations.





12.  Severability,
      Reformation .
      It is
      the desire, intent and agreement of the parties hereto that the restrictions
      placed upon Employee by paragraphs 5 through 11 hereof shall be enforced to
      the
      fullest extent permissible
      under the law and public policy applied by any jurisdiction in which enforcement
      is sought. Accordingly, if, and to the extent that, any portion of the covenants
      contained in these paragraphs shall be adjudicated to be unenforceable, such
      portion shall be deemed amended to delete therefrom or to reform the portion
      thus adjudicated to be invalid or unenforceable, such deletion or reformation
      to
      apply only with respect to the operation of such portion in the particular
      jurisdiction in which such adjudication is sought.


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13.  Attorneys’
      Fees, etc .
      If it
      shall be necessary for either party to place this Agreement in the hands of
      an
      attorney at law for enforcement of any of the provisions hereof, the
      non-prevailing party in such matter shall be liable to the prevailing party
      for
      all costs, expenses and reasonable attorney’s fees incurred in connection
      therewith, irrespective of whether suit shall be commenced. The costs, expenses
      and attorney’s fees shall include, but not be limited to, costs, expenses and
      attorney’s fees incurred on appeal or in administrative
      proceedings.





14.  No
      Withholding of Taxes .
      Employee acknowledges that the issuance of the Shares shall constitute taxable
      compensation to him and that any tax liability related thereto shall be the
      sole
      responsibility of Employee. By reason of the independent status of Employee,
      the
      Company is not required to and will not withhold federal, state or local income
      or any other tax from any payment to Employee under this Agreement and may
      file
      information returns with the United States Internal Revenue Service or similar
      state or local agencies regarding such payments under conditions imposed by
      applicable law or regulations.





15.  Notices .
      Any
      notices or communications hereunder must be in writing, delivered in person
      or
      transmitted by Registered or Certified United States Mail, postage prepaid,
      return receipt requested, addressed as follows, unless such address is changed
      by written notice:







If to Company:
            Tankless Systems Worldwide,Inc.
              7650
                E. Evans Rd., Suite C
              cottsdale,
                Az 85260If to the Employee:
            Eric
              C. Stebbins
              14000
                N. 94thSt., #1042
              Scottsdale,
                Az. 85260





16.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Arizona.





17.  Successors
      and Assigns .
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and assigns. The Company may, from time to
      time,
      in its sole discretion, assign all or part of its rights, duties and obligations
      herein to any of its affiliates or subsidiaries, without Employee’s prior
      consent.




18.  Third-Party
        Beneficiaries .
        To the
        extent appropriate, the Released Parties, and each of them, shall be deemed
        third-party beneficiaries to this Agreement.
 
 19.  Entire
        Agreement .
        This
        Agreement contains the entire agreement between the parties hereto and
        supersedes any prior understandings, commitments, or agreements, written
        or
        oral, with respect to the subject hereof. This Agreement shall not be modified,
        varied or amended except by written instrument of subsequent date duly executed
        by an authorized representative of each party. If any court of competent
        jurisdiction finds any provision of this Agreement invalid, unenforceable,
        or
        illegal, any such finding shall not affect the validity of the remaining
        provisions which shall remain in full force and effect.
 
 20.  Counterparts .
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which shall constitute one and the same
        instrument.
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IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
      counterparts effective as of the date first written above.








“COMPANY”
            
            
            “EMPLOYEE”TANKLESS SYSTEMS WORLDWIDE, INC.,
              a Nevada corporation/s/ Thomas
              Kreitzer
            
            
            /s/ Eric
              C.
              StebbinsThomas
              Kreitzer, CEO
            
            
            Eric
              C. Stebbins




























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