Exhibit 10.9















THIS
      AGREEMENT made effective as of the 1st day of August 2005.





BETWEEN:





**TANKLESS
      SYSTEMS WORLDWIDE, INC** .,
      a body
      corporate duly incorporated pursuant to the laws of the State of Nevada, with
      principal offices in the City of Scottsdale, in the State of Arizona, together
      with all of its wholly owned subsidiaries from time to time operating
      (hereinafter, collectively referred to as the “Corporation”).





-
      and
      -





**GREGG
      C JOHNSON** .,
      an
      individual currently residing in the City of Peoria, AZ (the
“Executive”).














**RECITALS**





**WHEREAS** ,
      the
      Corporation is engaged in the business of designing, manufacturing and marketing
      a line of tankless water heaters, as well as a suite of household and commercial
      health and wellness related appliances and other devices;





**AND,
      WHEREAS,** the
      Corporation wishes to contract for the services of the Executive to serve as
      the
      an Officer of the Corporation, and the Executive wishes to be contracted by
      the
      Corporation as an Officer;





**AND
      WHEREAS** ,
      the
      Corporation has caused to be issued Seven Hundred & Fifty Thousand
      restricted common shares of the Corporation to the Executive in consideration
      for the Executive agreeing to join the Corporation and to act in the capacity
      as
      its consultant and Officer;





**AND
      WHEREAS** ,
      the
      Executive has agreed that such shares shall not be eligible for sale, transfer,
      hypothecation or other disposition except otherwise as in accordance with
      Schedule “B” attached hereto;





**NOW,
      THEREFORE, THIS AGREEMENT WITNESSETH** ,
      that
      inconsideration of the premises and covenants and agreements hereinafter
      contained it is agreed by and between the parties as follows:

















1


**ARTICLE
      1 - CONTRACT**





1.1  The
      Executive will, during the Term (as defined below) or any renewals thereof,
      perform all of the Duties (as defined below) as the Corporation by action of
      its
      Board of Directors shall, from time to time, reasonably assign to the Executive.
      The Corporation and Executive further agree that any prior employment and/or
      consulting agreements entered into between the parties are hereby terminated
      effective the date of this Agreement.








**ARTICLE
      2- TERM**





2.1  Subject
      to the prior termination of this Agreement as provided herein, the contracting
      of the Executive by the Corporation shall commence on August 1, 2004, and end
      on
      July 31, 2007 (the “Term’).





2.2  Subject
      to the prior termination of this Agreement as herein provided, upon the
      expiration of the Term, the Corporation may extend the contract period of the
      Executive for such period or periods and under such conditions as mutually
      agreed to by the parties; provided that, any such agreement to extend the
      contract shall only be binding if made in writing and signed by the parties
      hereto. For greater certainty, it is understood that Term shall refer to the
      original term of this Agreement as defined in Article 2.1 herein and to any
      renewal thereof.








**ARTICLE
      3 - DUTIES**





3.1  The
      Executive shall, during the Term of this Agreement, perform all of the duties
      and responsibilities (the “Duties’) as the Corporation shall from time to time
      reasonably assign to the Executive and, without limiting the generality of
      the
      foregoing, the Duties shall include those duties set forth in Schedule “A”
attached hereto, as from time to time reasonably amended by the Board of
      Directors of the Corporation. During the Term of this Agreement, the Executive
      shall devote the majority of the Executive’s time and attention to the Duties,
      and shall do all in the Executives power to promote, develop and extend the
      business of the Corporation and its subsidiaries and related
      corporations.





3.2  The
      Executive shall truly and faithfully account for and deliver to the Corporation
      all money, securities and things of value belonging to the Corporation which
      the
      Executive may from time to time receive for, from or on account of the
      Corporation.





























2


**ARTICLE
      4- REMUNERATION**





4.1  Subject
      to Article 4.5 below, the gross annual cash compensation of the Executive shall
      be the greater of (i) One Hundred Twenty Thousand ($120,000) US Dollars, or
      (ii)
      an amount equal to one per cent (1.0%) of the gross sales (the ‘Revenue Share”)
      actually achieved by the Corporation during each fiscal year (hereinafter,
      the
“Compensation”). Such Compensation shall be calculated by multiplying the
      Corporation’s actual revenue figure achieved in the month by 0.01. For greater
      certainty, should such calculation result in an amount of less than Ten Thousand
      ($10,000) US Dollars being paid to the Executive in any monthly period, the
      Executive shall be entitled to receive the full amount of Ten Thousand ($10,000)
      US Dollars. All Compensation payable hereunder shall be payable on a monthly
      basis with a mid-month advance of Five Thousand ($5,000) US Dollars payable
      on
      the 15th of the month with the balance payable on the 5th of the succeeding
      month. For greater certainty, the Executive acknowledges and confirms that
      such
      Compensation methodology is inclusive of any annual bonus or other customary
      emoluments, perquisites or payments other than those specifically granted under
      the terms of this Agreement





4.2  Alternate
      Payment :  The
      Executive agrees that up to 1/2 of such Compensation payable in accordance
      with
      Article 4.1 above may, at the discretion of the Board of Directors, be paid
      in
      the form of freely-tradable securities of the Corporation representing a value
      at the time of payment equal to at least the value of such unpaid (cash)
      Compensation (“Stock Based Payment”). For greater certainty, any securities
      issued to the Executive in connection with the Stock Based Payment shall be
      freely-tradable, and shall be priced at the lowest closing bid price of the
      Corporation’s securities over the ten (10) trading days prior to the issuance of
      securities under such Stock Based Payment mechanism.





4.2  The
      Executive shall also be entitled to participate, ***only
      if such plans exist*** ,
      in the
      Corporation’s group benefit plan, medical and family medical plan, stock savings
      plan, and disability insurance plan. It is understood that all costs associated
      with such plans will be borne by the Corporation.




4.3  The
      Executive will be reimbursed for reasonable business expenses, within such
      policy guidelines as may be established from time to time, by the Corporation’s
      Board of Directors, provided that such business expenses are incurred in the
      ordinary course of performing the Duties.





4.4  During
      the Term hereof the Corporation shall provide the Executive with reimbursement
      of vehicle operating and insurance costs as approved by the Board of Directors
      from time to time. For greater certainty the Executive shall NOT be entitled
      to
      any other automobile allowance





4.5  The
      Executive shall NOT be entitled to participate in annual grants of stock options
      in accordance with the Corporation’s Stock Option Plan.














3


**ARTICLE
      5-BENEFITS AND HOLIDAYS**





5.1  The
      Executive shall be entitled to four (4) weeks paid holidays during each year
      of
      the Term. Holidays must be taken at times that are satisfactory to the
      Corporation, acting reasonably, and must be taken within the year to which
      the
      holiday relates and holidays not taken shall be deemed to have been taken and
      no
      other compensation shall be payable by the Corporation. For greater clarity
      it
      is understood that for the purpose of determining the number of holidays for
      which the Executive is entitled, each year of the Term will commence on January
      1st and end on December 31st.





**ARTICLE
      6-CONFIDENTIALITY**





6.1  The
      Executive shall not, either during the continuance of the Executive’s contract
      hereunder or at any time after termination of the Executive as consultant to
      the
      Corporation, for any reason whatsoever (except in the proper course of carrying
      out the Duties, or otherwise required by law), divulge to any person whomsoever,
      and shall use the Executive’s best endeavors to prevent the publication or
      disclosure of:





6.1.1
            Any
                confidential information concerning the business or finances of the
                Corporation or any other corporation, person or entity for which
                he is
                directed to perform services hereunder or of any of their dealings,
                transactions or affairs, including, without limitation, personal
                and
                family matters which may come to the Executive’s knowledge during or in
                the course of the Executive’s contract:
                or





6.1.2
            Any
                trade secrets, know-how, inventions, technology, designs, methods,
                formula, processes, copyrights, trade marks, trade mark applications,
                patents, patent applications or any other proprietary information
                and/or
                data of the Corporation (herein collectively called “Intellectual
                Property”).








**ARTICLE
      7 - INVENTIONS AND PATENTS**





7.1 If
          the
          Executive contributes to any invention whether patentable, patented, or
          not (an
“Invention”), any intellectual property, or any improvement or modification to
          any Invention or intellectual property then the Executive’s contribution thereto
          and the Invention, intellectual property or improvement thereof shall,
          without
          the payment of any additional compensation in any form whatsoever, become
          the
          exclusive property of the Corporation. The Executive shall execute any
          and all
          agreements, assurances or assignments that the Corporation may require
          and the
          Executive shall fully cooperate with the Corporation in the filing and
          prosecution of any patent applications. The Executive hereby reiterates
          and
          confirms the application of this Article to all such Inventions, intellectual
          property and improvements that have been made during the tenancy of that
          certain
          consulting position with the Corporation’s
          subsidiaries.





4








**ARTICLE
      8- RESTRICTIVE COVENANT**





8.1  The
      Executive will not at any time during the Term, or during any renewal thereof,
      and for a period of two (2) years following the expiration or termination of
      the
      Executive’s contract for whatever cause, compete in the United States, directly
      or indirectly, with any of the businesses carried on by the Corporation, its
      subsidiaries or affiliates:





8.1.1
            As
                a principal, partner employee;





8.1.2
                As
                    an officer, director or similar official of any incorporated
                    or
                    unincorporated entity engaged in any such competing business
                    (the “Other
                    Entity”);





8.1.3
            As
                a consultant or advisor to any Other
                Entity;





8.1.4
            As
                a holder of shares or debt instrument of any kind of any Other
                Entity;





8.1.5
            In
                any relationship described in subsections 81.1 through 8.1.4 of this
                section with any incorporated or unincorporated entity which provides
                services for or necessarily incidental to the business of an Other
                Entity:





without
      the prior express written consent of the Corporation, which consent may be
      withheld by the Corporation for any reason or for no reason.





8.2  Notwithstanding
      the provisions of Article 8.3 below, the Executive acknowledges and agrees
      that
      the time frames for which the aforesaid covenant shall apply have been
      considered by the Executive who has taken independent legal advice with respect
      thereto and the restraint and restriction of and on the future activities of
      the
      Executive are reasonable in the circumstances.





8.3  The
      parties agree that if the time frames set out in this Article are found to
      unenforceable by a court of competent jurisdiction, the time frames will be
      amended to the time frames as established by a court of competent
      jurisdiction.





3.4 The
          Executive acknowledges that any breach of Articles 6, 7 & 8 will cause
          irreparable harm to the Corporation, for which the Corporation cannot be
          compensated by damages. The Executive agrees that in the event of a breach
          of
          the covenant contained in Articles 6, 7, & 8, the Corporation shall not be
          restricted to seeking damages only, but shall be entitled to injunctive
          and
          other equitable relief.

















5


**ARTICLE
      9- TERMINATION OF CONTRACT**





9.1  The
      Corporation may terminate this Agreement at any time for cause. The term “for
      cause” shall include any one or more of the following:





9.1.1
            A
                significant and continuing breach or failure or a continual breaching
                or
                failing to observe any of the provisions herein;





9.1.2
            An
                act of dishonesty fundamentally detrimental to the well-being of
                the
                Corporation;




9.1.3
            Any
                act of gross negligence relating to completing the
                Duties;





9.1.4
            The
                commission of a felony offence for which the Executive is convicted,
                which
                significantly impairs the Executive’s ability to perform the Duties and
                responsibilities hereunder or which materially adversely affects
                the
                reputation enjoyed by the Corporation;
                or





9.1.5
            The
                failure to comply with reasonable instructions, orders and directions
                of
                the Board of Directors of the Corporation in so far as such instructions,
                orders and directions are not inconsistent with the Duties, or are,
                in the
                reasonable opinion of the
                Executive:





9.1.5.1
            In
                any way demeaning or likely to result in diminution of the value
                of the
                Executives services in the future.





9.1.5.2
            Likely
                to result in the conduct of an illegal
                act.





9.1.5.3
            Inconsistent
                with any court order or other governmental order or
                directive.





9.1.5.4
            Inconsistent
                with any shareholders’ resolution passed at any duly convened meeting of
                shareholders.





9.1.6
            In
                the event Executive shall be denied entry into the United States
                by the
                Immigration authorities of the United States and such inability to
                be
                physically present in the offices of the Corporation in Chandler,
                Arizona
                shall exist for a period of thirty (30) days or
                more.





provided
      that, with respect to each 9.1.1 through 9.1.5 (but not 9.1.6) above, the
      Executive shall be given written notification of any such alleged breach and
      provided a reasonable opportunity to respond thereto. For greater certainty,
      the
      Corporation shall not be entitled to utilize any such provision to terminate
      this Agreement in respect of any action by the Executive that was: (i)
      specifically required to be performed by direction of the board, directly or
      indirectly (ii) the dissemination of information required to be reported in
      the
      normal course with the Securities and Exchange Commission or any other competent
      governmental entity having jurisdiction over the Executive or the Corporation,
      or (iii) honestly and faithfully performed by the Executive for the benefit
      of
      the Corporation.


6




9.2  In
      the
      event that the Executive becomes physically or mentally disabled and is unable
      to perform the Duties for a period of twelve (12) months, as confirmed by a
      doctor’s certificate, the Corporation shall be entitled to terminate this
      Agreement without further compensation upon sixty (60) days written notice
      to
      the Executive. In the case of the death of the Executive, all obligations of
      the
      Corporation under this Agreement shall cease immediately; provided that, this
      provision shall not affect any right, benefit or entitlement accruing to the
      Executive and/or his estate under any of the Corporation’s benefit plans or
      stock option agreements which arise as a result of the Executive’s prior
      performance hereunder or his death.





9.3  The
      Executive may terminate this Agreement, and the contract created herein, by
      giving at least Ninety (90) days prior written notice of such intention to
      the
      Corporation. After the expiry of such notice, all obligations, except for the
      obligations of the Executive under Articles 6, 7 and 8 hereof, which shall
      continue as provided in those Articles, of the Corporation and the Executive
      under this Agreement shall cease.








**ARTICLE
      10-OTHER AGREEMENTS IN RESPECT OF TERMINATION**





10.1 In
          the
          event of the termination of this Agreement for cause or otherwise
          howsoever:





10.1.1
            The
                Executive shall resign as a director and/or officer of the Corporation
                or
                any subsidiary or related corporation and the Executive hereby appoints
                the Corporation as its attorney in fact for the purpose of executing
                any
                and all such documents to give effect to the foregoing;
                and





10.1.2
            The
                Executive hereby authorizes the Corporation and any subsidiary or
                related
                corporation to set off against and deduct from any and all amounts
                owing
                to the Executive by way of salary, allowances, accrued leave, long
                service
                leave, reimbursements or any other emoluments or benefits owing to
                the
                Executive by the Corporation and any subsidiary or related corporation,
                any reasonable amounts owed by the Executive to the Corporation or
                any
                subsidiary or related corporation.





10.2  Notwithstanding
      any termination of this Agreement for any reason whatsoever, whether with or
      without cause, all of the provisions of Articles 6, 7 and 8 and any other
      provisions of this Agreement necessary to give efficacy and effect thereto
      shall
      continue in full force and effect following the termination of this
      Agreement.

















7


**ARTICLE
      11 - GENERAL**





11.1  This
      Agreement, and the Schedules attached hereto, constitute the entire agreement
      between the parties hereto and cancels, supersedes and replaces all previous
      written, verbal or implied terms, conditions and representations relating to
      the
      Executive’s contract.





11.2  The
      failure of either party at any time to require strict performance by the other
      party of any provision hereof shall in no way affect the full right to require
      such performance at any time thereafter. Neither shall the waiver by either
      party of a breach of any provision hereof be taken or held to be a waiver of
      any
      succeeding breach of such provision or as a waiver of the provision
      itself.





11.3  Each
      article, paragraph, clause, sub-clause and provision of this Agreement shall
      be
      severable from each other and if for any reason any article, paragraph, clause,
      sub-clause or provision is invalid or unenforceable, such invalidity or
      unenforceability shall not prejudice or in any way affect the validity or
      enforceability of any other article, paragraph, clause, sub-clause or provision.
      This Agreement and each article, paragraph, clause, sub-clause and provision
      hereof shall be read and construed so as to give thereto the full effect thereof
      subject only to any contrary provision of the law to the extent that where
      this
      Agreement or any article, paragraph, clause, sub- clause or provision hereof
      would but for the provisions of this paragraph have been read and construed
      as
      being void or ineffective, it shall nevertheless be a valid agreement, article,
      paragraph, clause, sub-clause or provision as the case may be to the full extent
      to which it is not contrary to any provision of the law.





11.4  The
      parties hereto submit to the exclusive jurisdiction of the Courts of the State
      of Arizona in respect of any matter or thing arising out of this Agreement
      or
      pursuant thereto.





11.5  All
      notices to be given by either party hereto shall be delivered or sent by
      telegram, facsimile or cable to the following address or such other address
      as
      may be notified by either party:





11.5.1  If
      to the
      Corporation to:





Tankless
      Systems Worldwide, Inc.


7650
      E.
      Evans Rd. Suite C


Scottsdale,
      AZ 85260    Attention:
      Secretary





11.5.2  If
      to the
      Executive to:





Gregg
      C.
      Johnson


9630
      W.
      Rimrock Dr.


Peoria,
      AZ 85382








11.6  This
      Agreement shall ensure to the benefit of and be binding upon the parties hereto,
      their heirs, administrators, successors and legal representatives. This
      Agreement may be assigned by the Corporation but may not be assigned by the
      Executive.


8







**IN
      WITNESS WHEREOF** ,
      the
      parties have duly executed this Agreement.








**TANKLESS SYSTEMS WORLDWIDE,
                INC.**
              
              
              
              
              
              
              Per: /s/
                Thomas Kreitzer**SIGNED,
                SEALED AND DELIVERED**in
                thePresence
                of:
            )
              )
              )
              )
              )
              )
              )
              )
              )
              )
            /s/
                Gregg C. Johnson
              **Gregg
                C. Johnson**Witness




































































9




**Schedule
      A**





Duties


(as
      taken
      from the SKYE Organizational Manual)







Title:
            To Be DeterminedReports to:
            President and Chief Executive Officer
              or such
              other Officer as the Board of Directors shall determineDirect Reports:
            To Be DeterminedLiaison:
            Chairman of Board
              Chairman of all Board CommitteesJob Description:
            As Determined by the Board of
              DirectorsReview & Comp
            Corporate Governance CommitteeAccountability:
            Board of Directors, President and
              CE)








This
      position is as a member of the Executive Management Team and is the final
      responsible party for all business day-to-day planning and operations of the
      company.





The
      specific duties include, but are not limited to:





1.
            Together
                with the Executive Management Team, directs overall business and
                organizational policies; develops, recommends and implements through
                subordinates; recommends annual and long-term company policies and
                goals
                to Board of Directors.





2.
            Responsible
                for overall company financial, organizational and operational planning
                activities and growth.





3.
            Member
                of the Management Team, responsible for approving budgetary and
                operational objectives, overseeing and reporting progress to the
                Board of
                Directors.





4.
            Monitoring
                performance relative to established objectives and systematically
                monitor
                and evaluate operating results.





5.
            Presents,
                together with the CFO, Balance sheet, operating and capital expenditure
                budgets to Board of Directors for
                approval.





6.
            Formulates
                the Corporation’s near term and long-range strategic plans and submits
                them to the Board of Directors for
                approval.





7.
            Directs
                executives in matters concerning the development, production, promotion
                and sales of the Corporation’s
                products.


11


8.
            Promoting
                positive relations with customers, suppliers and the general
                public.





9.
            Directs
                the establishment of fair and appropriate policies for human resource
                management.





10.
            Responsible
                for
                the overall strategic management of the
                Corporation.





11.
            Responsible
                for
                the daily affairs of the
                Corporation.





12.
            Responsible
                for ensuring operational compliance with policies and procedures
                adopted
                by the Board of Directors.





13.
            Primary
                responsible party for ensuring systemic adherence to Compliance and
                Ethics
                mandate.





13.
            Together
                with Board members and the CFO is responsible for all capital fundraising
                requirements of the company.





14.
            Directs,
                oversees and manages all external contacts with parties involved
                with
                funding the capital requirements of the
                company.





15.
            Responsible
                for making all public representations in connection with investor
                relations activities.





16.
            Together
                with the Chairman is responsible for all presentations of material
                to the
                public.





17.
            Any
                other duty reasonably assigned by the Board of
                Directors




12


**Schedule
      B**





Resale
      Restrictions








The
      Executive confirms and acknowledges that there are resale restrictions in
      respect of those Seven Hundred & Fifty Thousand (750,000) common shares of
      the Corporation (the “Shares”) issued to the Executive in connection with his
      consultancy to the Corporation and by operation of this Agreement. The resale
      restrictions imposed under this Agreement and this Schedule are in addition
      to
      any other resale restriction that may be applicable by operation of state or
      federal securities laws.





The
      Shares shall be subject to a contractual restriction prohibiting the sale,
      transfer, hypothecation, pledge or other disposition until such shares are
      eligible for release from this contractual restriction in accordance with the
      Schedule set forth below.





The
      Executive shall be entitled to the release of this contractual resale
      restriction in respect of the Shares by the passing of time and/or active
      engagement with the Corporation as a consultant or officer thereof.
      Specifically, the resale restrictions imposed by this Schedule shall be removed
      in accordance with the following release schedule:








**(A)**  **While
      employed by or consulting to the Corporation:**





1.  On
      September 1, 2004   250,000
      shares





2.  On
      September 1, 2005   250,000
      shares





3.  On
      September 1, 2006   250,000
      shares








**(B)**  **Otherwise:**





1.
            One
                Hundred Thousand (100,000) shares for each year from and after September
                1, 2004.





For
      greater certainty, the Executive shall not be entitled to combine the release
      criteria above so as to result in the accelerated release of such Shares beyond
      the maximum release schedule specified in category “A” above.