Exhibit 10.6
      Consulting Agreement between Skye and Digital Crossing, LLC




**AGREEMENT**


**FOR
      CONSULTING SERVICES**








THIS
      AGREEMENT is made and entered into as of this 1 st day of
      February, 2004, by and between ***DIGITAL
      CROSSING, LLC,*** (hereinafter
      referred to as “Consultant”) and ***TANKLESS SYSTEMS WORLDWIDE, INC.,*** a
      Nevada
      corporation (“Company”).





WHEREAS,
      Consultant has certain expertise in managerial, finance and business matters
      that would be beneficial to Company’s business. Consultant is familiar with the
      Company, its proposed business plans, and its strategy for raising capital.





In
      consideration of the Consultant’s engagement by the Company, of the mutual
      covenants contained herein, the mutual reliance of the parties thereon and
      the
      mutual benefits to be derived therefrom, including, but not limited to, the
      enhancement of the Company’s ability to raise capital, solicit investors, sell
      product, provide sales training to distributors and increase the value of its
      stock (of which the Consultant may be a shareholder) and to generally conduct
      its business, the parties hereto hereby agrees as follows.





1.  Engagement .
      Consultant is hereby retained as a consultant by Company. Consultant will
      perform services in connection with (i) the evaluation of potential business
      opportunities for Company, (ii) the business operations and management of
      Company, (iii) the development of business strategies for Company, and
      (iv) raising public and private capital for the Company (the services
      identified in foregoing clauses (i) through (iv) are hereinafter collectively
      referred to as the “Consulting Services”), as well as other similar and related
      services which may be specifically assigned from time to time. Consultant’s
      performance will be reviewed periodically by the Company to ensure that the
      provisions of this Agreement are being fulfilled and that the activities
      undertaken in the course of the assignment are consistent with this Agreement
      and the policies of the Company. Consultant shall
      devote only such time to the business of the Company as shall be necessary
      for
      the efficient operation of the Company's business during the Term hereof; provided,
      however, nothing in this agreement shall be construed as requiring the services
      of Consultant full time . Consultant
      will undertake such services under the direction of the CEO or the Board of
      Directors of the Company. The failure of the Company to use Consultant’s
      services shall not be a reason to cancel this agreement and Company understands
      that Consultant is blocking time for the Company and will be unable to recapture
      the value of this time should Company not use this blocked time.





2.  Performance .
      The
      Company agrees that the services to be furnished by Consultant hereunder shall
      be performed by such persons as determined by Consultant unless the Company
      shall otherwise stipulate in writing and Consultant agrees that the execution
      of
      this Agreement shall obligate both Consultant and its representatives personally
      with regard to Paragraphs 8 through 15 hereof.





3.  Good
      Faith Performance; Policies and Procedures .
      Consultant agrees to act diligently, efficiently and in good faith in the
      performance of the services to be furnished pursuant to this Agreement, and
      shall continue to observe a duty of loyalty to the Company and its affiliates
      in
      relation to all communications with employees, customers, clients and other
      business contacts and business relations of the Company. All services, work
      and
      work product shall be professional in quality and responsive to the mandate
      of
      this Agreement and the needs of the Company. Consultant agrees to adhere
      strictly to the policies, codes and standards of the Company, as amended from
      time to time, while doing business under this Agreement.





4.  Term .
      The
      term of this Agreement shall be for a period of one year commencing on the
      effective date hereof, as set forth above and ending on the first anniversary
      thereof (the “Term”).





5.  Compensation .
      In
      consideration for the services to be provided by Consultant by this Agreement,
      and as full and complete compensation therefore, the Company will pay Consultant
      as follows:





1


(a)  The
      Company will pay to Consultant a monthly fee in the amount of $3,500.00, payable
      semi-monthly, in arrears, on the 15 th and last
      day of each month during the Term of this Agreement commencing February 15,
      2004
      (for the period February 1 through February 15). Any partial month shall be
      pro-rated and the payment next due shall reflect such proration.





(b)  The
      Company will pay to Consultant an additional fee (“Additional Fee”) in the form
      of stock. The Additional Fee shall be payable through the issuance of shares
      of
      common stock, $0.001 par value, of the Company, restricted pursuant to the
      provisions of Rule 144 of the Securities Act of 1933 (the “Shares”), as
      follows:





(i)  One
      Hundred Twenty Thousand (120,000) Shares shall be issued upon execution of
      this
      Agreement. These Shares shall be fully earned, 1/12 each month during the term
      of this Agreement. The original certificate evidencing these Shares shall bear
      a
      legend acknowledging the vesting terms. The holder of the certificate may,
      from
      time to time, tender such certificate to the Transfer Agent of the Company
      to
      have those shares that have theretofore vested, removed from such restriction.
      In the event of a termination of this Agreement for whatever reason or no reason
      at all, the unvested portion of such Shares shall immediately vest in payment
      of
      liquidated damages and no portion thereof shall thereafter be subject to refund
      or return to the Company;





(ii)  One
      Hundred Thousand (100,000) Shares shall be issued to Consultant at such time
      as
      the Company shall have secured the next round of financing in an amount not
      less
      than $1,500,000 gross, it being understood that such financing may occur in
      one
      or a series of transactions or offerings; and





(iii)  One
      Hundred Thousand (100,000) Shares shall be issued to Consultant at such time
      as
      the Company, or one of its subsidiaries, shall have commenced the marketing
      or
      licensing of one or more products based on new technology derived from research
      and development undertaken by the Company, or its affiliates, directly or
      through contracts with Alliance Engineered Systems and/or others;
      and





(c)  In
      addition to the foregoing, the Company agrees to grant to Consultant an option
      to purchase 300,000 Shares of the Company’s common stock, $0.001 par value,
      restricted pursuant to the provisions of Rule 144 of the Securities Act of
      1933
      (the “Option Shares”), pursuant to the terms and conditions of the Option
      Agreement attached hereto as Exhibit “A” incorporated herein by reference for
      all purposes.





(d)  All
      Shares issued in satisfaction of the Additional Fee 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 or to be issued
      in payment of the Additional Fee, 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). When issued and delivered to
      Consultant as payment for services rendered as provided by this Agreement,
      the
      Shares will be validly issued, fully paid and non-assessable, and the issuance
      of such Shares will not be subject to any preemptive or similar
      rights.





(e)  Consultant
      reserves the right to designate, in writing, specific individuals in whose
      names
      the Shares and Additional Shares are to be issued and the addresses to which
      the
      certificates evidencing such shares are to be sent.





(f)  In
      the
      event of termination of this Agreement at the end of the Term hereof or for
      any
      reason or no reason whatsoever, upon the occurrence of such event, the
      Additional Fee shall be deemed fully earned and payable and all Shares not
      theretofore issued, as provided herein, including those Shares provided for
      in
      subparagraphs (ii) and (iii) of paragraph 5(b) above, shall be immediately
      issued to Consultant.


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(g)  If
      at any
      time during the period from the date hereof until such time as the restrictions
      imposed by Rule 144 of the Securities Act of 1933 with respect to any Shares
      issued pursuant hereto shall have expired, the Company files a registration
      with
      the SEC on Form S8 for the issuance of free-trading shares to directors,
      officers, employees and consultants of the Company, then, in such event, the
      holder of the Shares issued or to be issued to Consultant pursuant to this
      Agreement shall have the right, prior to the issuance of any other shares
      pursuant to such registration, to exchange such Shares for free-trading shares
      issued pursuant to such registration.





6.  Piggy-Back
      Registration Rights . **** The
      Company does not have any present intention and is under no obligation to
      register the Shares under the Securities and Exchange Act of 1933 or applicable
      state securities laws. Nonetheless, the Company hereby gives the Consultant
      unlimited Piggy-Back Registration Rights under this 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 Consultant written notice of the Company’s intention to file a
      Registration Statement and of Consultant’s rights under this Section 6 and, if
      within twenty (20) days after receipt of such notice, Consultant shall so
      request in writing, the Company shall include in such Registration Statement
      all
      or any part of the Registrable Securities Consultant requests to be registered.
      No right to registration of Registrable Securities under this Section 6 shall
      be
      construed to limit any registration. If an offering in connection with which
      Consultant is entitled to registration under this Section 6 is an underwritten
      offering, then Consultant 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. For purposes of this Section 6, the term “Registrable
      Securities” shall include any Shares or Option Shares issued or to be issued
      pursuant to this Agreement or otherwise held by Consultant.





7.  Reimbursement
      of Expenses .
      The
      Company will reimburse Consultant for all reasonable out-of-pocket expenses,
      such as transportation, hotels, meals, on-line data base fees and telephone,
      necessarily incurred by Consultant in connection with Consultant’s duties for
      any trip made at our request. The Company will reimburse Consultant for any
      other payments made by Consultant to third parties only when authorized in
      advance by the Company. Reimbursement of expenses will be made only in response
      to itemized invoices satisfactory to the Company together with receipts and
      other supporting documentation (all of which are subject to substantiation
      to
      and verification by the Company, in its reasonable discretion) in the name
      of
      the Consultant and submitted by Consultant to the Company.





8.  Status
      of Consultant .
      Consultant is and shall continue to be an independent contractor and nothing
      contained in this Agreement is intended to give rise to nor shall be construed
      to give rise to or create an employer/employee relationship, a partner-ship,
      joint venture or business trust arrangement between the Company, on the one
      hand, and the Consultant, on the other hand.





9.  Company
      Indemnity to Consultant .
      Company
      will indemnify, defend with counsel of Consultant’s choice, and hold harmless
      the Consultant, its affiliates, directors, officers, employees, agents and
      representatives, against all losses, claims, liabilities, damages and expenses,
      including attorney’s fees, incurred by or demanded from the Consultant, directly
      or indirectly arising out of or resulting from (i) any act or omission made
      by
      Company or Company’s employees, agents or subcontractors related to services
      performed for the Consultant hereunder which is negligent or which constitutes
      a
      breach of any of the terms of this Agreement, or (ii) any untrue or inaccurate
      representation made in this Agreement or in connection with Consultants
      engagement hereunder. Notwithstanding any other provision of this Agreement
      to
      the contrary, the representations and obligations of the Company in this
      Paragraph shall survive the termination or completion of this
      Agreement.








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10.  Consultant
      Indemnity to Company .
      Consultant will indemnify, defend with counsel of Company’s choice, and hold
      harmless the Company, its affiliates, directors, officers, employees, agents
      and
      representatives, against all losses, claims, liabilities, damages and expenses,
      including attorney’s fees, incurred by or demanded from the Company, directly or
      indirectly arising out of or resulting from (i) any act or omission made by
      Consultant or Consultant’s employees, agents or subcontractors related to
      services performed for the Company hereunder which is negligent or which
      constitutes a breach of any of the terms of this Agreement, or (ii) any untrue
      or inaccurate representation made in this Agreement. Notwithstanding any other
      provision of this Agreement to the contrary, the representations and obligations
      of the Consultant in this Paragraph shall survive the termination or completion
      of this Agreement.





11.  Disclosure
      of Inventions, etc .
      The
      Consultant 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 Consultant during the term hereof, 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 Consultant 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 Consultant obtained during the term
      hereof.





12.  Assignment
      of Inventions, etc. The
      Consultant hereby assigns, transfers and conveys all of his rights, title and
      interest to or in any and all such Inventions to the Company. The Consultant
      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.





13.  Confidentiality
      and Non-Disclosure .
      Consultant 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 foregoing 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. The Consultant agrees to hold all such
      Inventions, and Confidential Information as Trade Secrets and proprietary
      information of the Company and further warrants never to use any such
      Inventions, Confidential Information to compete with or against the Company
      either during the term of this Agreement or at any time thereafter. Consultant
      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 Consultant may obtain prior to,
      during or subsequent to the term of this Agreement. The Consultant further
      agrees to hold and use articles representing or disclosing said Inventions
      and
      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. Consultant shall deliver or
      return to the Company, upon its request, all information in tangible form which
      Consultant received from the Company including all copies thereof. The
      Consultant 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.





4





14.  Disclosure
      to Media .
      Consultant 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.





15.  Injunctive
      Relief .
      The
      Consultant agrees that the breach by him of any of the foregoing covenants
      contained in paragraphs 8 through 12 hereof is likely to result in irreparable
      harm, directly or indirectly, to the Company and therefore the Consultant
      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 the Consultant from committing or continuing a breach of such
      obligations.





16.  Severability,
      Reformation .
      It is
      the desire, intent and agreement of the parties hereto that the restrictions
      placed upon the Consultant by paragraphs 8 through 13 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.





17.  Attorney’s
      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.





18.  No
      Withholding of Taxes .
      By
      reason of the independent status of Consultant, the Company is not required
      to
      and will not withhold federal, state or local income or any other tax from
      any
      payment to Consultant 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.





19.  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
              Scottsdale,
                Az 85260If to the Consultant:
            Digital
                Crossing, LLC
              2067
                Questa Drive
              Windsor,Ontario,
                CanadaN8P 1N8





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





21.  Restriction
      on Assignment .
      This
      Agreement requires the personal services of Consultant and Consultant may not
      assign performance hereunder to any other person except when specifically
      approved in writing by the Company. In such cases, the name, address, telephone
      number, social security number or employer identification number, and other
      identifying information shall be furnished to the Company. Consultant will
      require that any of its employees who provide services to the Company pursuant
      to this Agreement will execute a certification embodying the terms of this
      Agreement.


5




22.  Successors
      and Assigns .
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and assigns.





23.  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 provision of this
      Agreement is found invalid, unenforceable, or illegal by any court of competent
      jurisdiction, any such finding shall not affect the validity of the remaining
      provisions which shall remain in full force and effect.





24.  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.








IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
      counterparts effective as of the date first written above.




TANKLESS
                SYSTEMS
                WORLDWIDE, INC.
              a Nevada corporation
            
            
            DIGITAL
              CROSSING, LLC,/s/ Thomas
              Kreitzer
            
            
            /s/ Preston
              J. SheaName
              Thomas
              KreitzerTitle CEO
            
            
            Name
              Preston J.
              SheaTitle Manager






































6




**STOCK
        OPTION AGREEMENT**
 
 
 THIS
        STOCK OPTION AGREEMENT (this "Agreement"), dated as of February ___, 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.
 
 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.
 
 
  4
  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.
 
 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.
 
  5
  
  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.
 
 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.
 
      6
  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. SheaName
                Thomas
                KreitzerTitle Chief Executive Officer
              
              
              Name
                Preston J.
                SheaTitle Manager
  7







**Amendment
      No. 1**


**to**


**AGREEMENT**


**FOR
      CONSULTING SERVICES**








THIS
      Agreement (Amendment) is made this 4 th day of
      June, 2004, by and between ***DIGITAL
      CROSSING, LLC,*** (hereinafter
      referred to as “Consultant”) and ***TANKLESS SYSTEMS WORLDWIDE, INC.,*** a
      Nevada
      corporation (“Company”).





WHEREAS,
      the Consultant and Company are parties to that one certain Agreement for
      Consulting Services dated February 1, 2004 (the “Consulting Agreement”);
      and





WHEREAS,
      the Consultant has agreed to provide additional services pursuant to said
      Consulting Agreement in exchange for which the Company has agreed to pay
      additional compensation;





NOW
      THEREFORE, In consideration of the foregoing and the covenants contained herein,
      the parties hereto hereby agrees as follows.





1.  Paragraph
      5(a) of the Consulting Agreement shall be amended to provided that, effective
      June 1, 2004, the Company will pay to Consultant a monthly fee in the amount
      of
      $5,000.00, payable semi-monthly, in arrears, on the 15 th and last
      day of each month during the remainder of the Term of this Agreement commencing
      June 15, 2004 (for the period June 1 through June 15). Any partial month shall
      be pro-rated and the payment next due shall reflect such proration.





2.  Paragraph
      7 of the Consulting Agreement shall be amended to expressly provide for the
      reimbursement to Consultant of all cell phone charges incurred during the Term
      of the agreement with respect to one (1) cell telephone, such means of
      communication being vital to the effectiveness of the services rendered to
      and
      for the benefit of the Company.





3.  Except
      as
      expressly provided in this Amendment, the terms and conditions of the Consulting
      Agreement shall remain as originally agreed and in full force and
      effect.





EXECUTED
      this ___ 4th ___
      day
      of June, 2004.







TANKLESS
                SYSTEMS WORLDWIDE, INC.
              a Nevada corporation
            
            
            DIGITAL
              CROSSING, LLC/s/ Thomas
              Kreitzer
            
            
            /s/ Preston
              J. SheaName
              Thomas
              KreitzerTitle CEO
            
            
            Name
              Preston J.
              SheaTitle Manager






1







**Amendment
        No. 2**
 **to**
 **AGREEMENT**
 **FOR
        CONSULTING SERVICES**
 
 
 THIS
        Agreement (Amendment) is made effective the 31 st day of
        January, 2005 by and between ***DIGITAL
        CROSSING, L.L.C., a Delaware limited liability company*** (“Consultant”), and ***TANKLESS
        SYSTEMS WORLDWIDE, INC*** .,
        a
        Nevada corporation (“Company”).
 
 WHEREAS,
        the Consultant and the Company are parties to that one certain Agreement
        for
        Consulting Services dated February 1, 2004 (the “Consulting Agreement”);
        and
 
 WHEREAS,
        the Consulting Agreement was amended, effective June 4, 2004, by Amendment
        No. 1
        thereto; and
 
 WHEREAS,
        by its terms, the Consulting Agreement was to terminate on January 31, 2005,
        but
        by agreement of the parties did not terminate and was continued after that
        date
        with the understanding that a more formal amendment would be executed containing
        the agreed terms and conditions of such continued engagement; and
 
 WHEREAS,
        the Company considers the services of the Consultant to be valuable to the
        success of the Company and desires to continue to avail itself of such services,
        and the Consultant has agreed to continue to provide services pursuant to
        the
        Consulting Agreement;
 
 NOW,
        THEREFORE, in consideration of the foregoing and the covenants contained
        herein,
        the parties hereto hereby agree as follows:
 
 1.  The
        fourth (4 th )
        sentence of Paragraph 1 of the Consulting Agreement shall be amended to provide
        that the services of Consultant pursuant to this Consulting Agreement shall
        be
        rendered exclusively to and at the sole direction of the Board of Directors
        of
        the Company and not to any officer or employee of the Company, such term
        being a
        material condition of Consultant in agreeing to the extension herein provided.
 
 2.  Paragraph
        4 of the Consulting Agreement shall be amended to provide that the term of
        the
        Agreement is extended for three (3) additional years, to January 31,
        2008.
 
 3.  Paragraph
        5(a) of the Consulting Agreement shall be amended to provide for and read
        as
        follows:
 
 
 (a)  Effective
        February 1, 2005, the Company will pay a monthly fee to Consultant in the
        amount
        of Ten Thousand Dollars ($10,000.00) payable semi-monthly, in arrears, on
        the
        15 th and last
        day of each month during the remainder of the Term of this Agreement, commencing
        February 15, 2005 (for the period February 1 through February 15, 2005) and
        continuing semi-monthly for the remainder of the Term. Any partial month
        shall
        be pro-rated and the payment next due shall reflect such pro-ration. In the
        event the Consulting Agreement shall be terminated for any reason, or for
        no
        reason whatsoever, all sums remaining for the balance of the Term of this
        Agreement shall immediately become due and payable. The Consultant agrees
        that
        the fee otherwise payable as provided above in excess of $5,000.00 per month
        may, at the discretion of the Company, be paid in the form of common stock
        of
        the Company. The amount of compensation not paid in cash (the “Stock Based
        Payment”) shall be divided by the per share Price, determined as follows: the
        price per share at which the shares shall be valued and issued shall be
        seventy-five percent (75%) of the average of the closing prices of the Company’s
        common stock as reported by Bloomberg, L.P., or other independent reporting
        service acceptable to both parties, for the ten (10) day trading period
        preceding the date on which Company shall have given written notice of such
        election (the “Price”), and the Company, upon issuance and delivery of the
        certificates evidencing such shares, as determined above, shall be credited
        as
        having paid a sum equal to the product of the number of shares times the
        Price.
        Shares issued as Stock Based Payment shall be restricted pursuant to the
        provisions of Rule 144 of the Securities Act of 1933 but otherwise bear no
        restrictions of any nature.
 
 4.  Paragraph
        5(c) of the Consulting Agreement shall be amended to provide that the Exercise
        Period and the Option Period, as those terms are used in the Option Agreement
        attached as Exhibit “A” to the Consulting Agreement (the “Option Agreement”),
        shall be extended five additional years from the Grant Date, for a total
        of ten
        (10) years, said periods to end on February 11, 2014.
 
 5.  Paragraph
        5 of the Consulting Agreement shall be amended to include the following as
        subparagraph (h) thereof:
 
 (h)  In
        addition to other sums due and payable hereunder, the Company will pay to
        Consultant during the remainder of the Term of this Consulting Agreement
        (i) the
        sum of Five Hundred Dollars ($500) per month to enable one designated employee,
        consultant, agent or representative of Consultant to purchase and maintain
        health insurance, (ii) shall reimburse Consultant, or such designated employee,
        consultant, agent or representative of Consultant for any costs and expenses
        incurred for medical services not otherwise paid or reimbursed by such medical
        insurance provider, including any deductibles, not to exceed the aggregate
        sum
        of Five Thousand Dollars ($5,000.00) per calendar year during the Term hereof,
        (iii) shall pay directly or reimburse Consultant for all costs incidental
        to one
        cellular telephone in the name of Consultant or an employee, consultant,
        agent
        or representative of Consultant, and (iv) shall reimburse Consultant, or
        an
        employee, consultant, agent or representative of Consultant, for professional
        continuing education seminars, classes, fees and related expenses, including
        associated travel expenses, and for all dues and fees payable to professional
        and governing bodies.
 
 6.  Paragraph
        5 of the Consulting Agreement shall be amended to include the following as
        subparagraph (i) thereof:
 
 (i)  As
        an
        inducement to Consultant to extend the Term of this Consulting Agreement
        and as
        additional agreed compensation for services heretofore rendered beyond those
        contemplated at the inception of the Consulting Agreement (the agreements
        for
        such additional compensation having been embodied in various oral agreements
        between the Consultant and the Company during the initial Term of the Consulting
        Agreement, which are hereby acknowledged and memorialized in this paragraph),
        including, but not limited to, matters relating to the following:
 
 (i)
        the
        filing of Chapter 11 Bankruptcy Protection for Envirotech Systems Worldwide,
        Inc. (“Envirotech”), a subsidiary of the Company, and the preparation and filing
        of a Plan of Reorganization;
 
 (ii)
        the
        filing of claims in U.S. District Court against the former officers, directors
        and principal shareholders of Envirotech and the successful prosecution of
        same
        to satisfactory settlements;
 
 (iii)
        changes in interim management and the efforts of Consultant to maintain
        stability and focus for the Company;
 
 (iv)
        handling various previously unknown claims, suits and demands on behalf of
        the
        Company;
 
 (v)
        planning, documenting and overseeing the raising of capital for the
        Company;
 
 (vi)
        supervising the accounting and administration of the affairs of the Company
        and
        its affiliated entities;
 
 (vii)
        assisting in the annual audit and monthly reviews by the auditors for the
        Company and the preparation and filing of annual and quarterly reports with
        the
        Securities Exchange Commission; and
 
 (viii) supervising
            and guiding the research and development program of the Company resulting
            in the
            filing of several new Applications for Patents and the development of
            a new line
            of products that the Company anticipates manufacturing and
            marketing,
 
  all
        of
        which have been to the direct benefit of the Company and its shareholders,
        it
        being the opinion of the Company that, but for such extraordinary efforts
        on the
        part of Consultant, in concert with various other key consultants, the Company
        would not have survived this period, the Company agrees to issue and deliver
        to
        Consultant, upon execution of this Amendment, Seven Hundred Fifty Thousand
        (750,000) shares of Common Stock of the Company, $0.001 par value, which
        shares
        shall be restricted pursuant to the provisions of Rule 144 of the Securities
        Act
        of 1933, as amended (“Rule 144”), and issued pursuant to the provisions of
        subparagraphs (d) through (g) of this paragraph 5 and entitled to the rights
        set
        forth in paragraph 6 of the Consulting Agreement. Such shares shall be deemed
        fully earned when issued and no portion shall be subject to attachment, refund
        or return to the Company. All such shares, when issued, shall be deemed fully
        paid and non-assessable, shall be without restriction or other condition
        except
        as may be imposed by Rule 144, and the issuance of such shares will not be
        subject to any preemptive or similar rights.
 
 7.  Except
        as
        expressly provided in this Amendment, the terms and conditions of the Consulting
        Agreement, as heretofore amended by Amendment No. 1, shall remain as originally
        agreed and in full force and effect. In the event of any conflict between
        the
        provisions of this Amendment and Amendment No. 1 or the original Consulting
        Agreement, the terms and provisions of this Amendment shall
        prevail.
 
 EXECUTED
        this 6 th  day of
        September 2005, to be effective the 31 st day of
        January 2005.
 
 
 
 TANKLESS
                  SYSTEMS WORLDWIDE, INC.
                a
                  Nevada corporation
              
              
              DIGITAL
                  CROSSING, L.L.C.
                a Delaware limited liability company/s/ Thomas
                Kreitzer
              
              
              /s/ Andrea
                DworshakName
                Thomas KreitzerTitle CEO
              
              
              Name
                Andrea DworshakTitle Manager
 1