THIS
      NOTE
      AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO TASKER PRODUCTS CORP. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    
      	
              Principal
                Amount: $___________

            	
              Issue
                Date: September ___, 2007

            


    

     

    SECURED
      CONVERTIBLE NOTE

     

    FOR
      VALUE
      RECEIVED, TASKER PRODUCTS CORP., a Delaware corporation (hereinafter called
      “Borrower”), hereby promises to pay to __________________________,
      ____________________________________________________________ (the “Holder”) or
      order, without demand, the sum of _________________________________________
      Dollars ($_________), with simple and unpaid interest thereon, on September
      ___,
      2010 (the “Maturity Date”), if not paid sooner.

     

    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower and the Holder, dated of even date herewith (the “Subscription
      Agreement”), and shall be governed by the terms of such Subscription Agreement.
      Unless otherwise separately defined herein, all capitalized terms used in this
      Note shall have the same meaning as is set forth in the Subscription Agreement.
      The following terms shall apply to this Note:

     

    ARTICLE
      I

     

    GENERAL
      PROVISIONS

     

    1.1. Payment
      Grace Period.
      The
      Borrower shall have a ten (10) business day grace period to pay any monetary
      amounts due under this Note, after which grace period and during the pendency
      of
      an Event of Default (as defined in Article III) a default interest rate of
      eighteen percent (18%) per annum shall apply to the amounts owed
      hereunder.

     

    1.2. Interest
      Rate.
      Simple
      interest payable on this Note shall accrue at the annual rate of six percent
      (6%). Interest will be payable on December 31, 2007 and on the last business
      day
      of each calendar quarter thereafter and on the Maturity Date, accelerated or
      otherwise, when the principal and remaining accrued but unpaid interest shall
      be
      due and payable, or sooner as described below. Interest will be payable in
      cash,
      or at the election of the Holder, provided an Event of Default or an event
      which
      with the passage of time or the giving of notice could become an Event of
      Default, is not pending, by the Borrower’s delivery of a Note in the principal
      amount of such interest payment (“Interest Note”), which Note shall be identical
      to this Note, including the maturity date, except that interest on such Interest
      Note must be paid in cash.

     


    
      
         

      

      
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    1.3. Conversion
      Privileges.
      The
      Conversion Privileges set forth in Article II shall remain in full force and
      effect immediately from the date hereof and until the Note is paid in full
      regardless of the occurrence of an Event of Default. The Note shall be payable
      in full on the Maturity Date, unless previously converted into Common Stock
      in
      accordance with Article II hereof.

     

    ARTICLE
      II

     

    CONVERSION
      RIGHTS

     

    The
      Holder shall have the right to convert the principal due under this Note into
      Shares of the Borrower’s Common Stock, $.001 par value per share (“Common
      Stock”) as set forth below.

     

    2.1. Conversion
      into the Borrower’s Common Stock.

     

    (a) The
      Holder shall have the right from and after the Issue Date of the issuance of
      this Note and then at any time until this Note is fully paid, to convert any
      outstanding and unpaid principal portion of this Note, and accrued interest
      if
      any, at the election of the Holder (the date of giving of such notice of
      conversion being a “Conversion Date”) into fully paid and nonassessable shares
      of Common Stock as such stock exists on the date of issuance of this Note,
      or
      any shares of capital stock of Borrower into which such Common Stock shall
      hereafter be changed or reclassified, at the conversion price as defined in
      Section 2.1(b) hereof (the “Conversion Price”), determined as provided herein.
      Upon delivery to the Borrower of a completed Notice of Conversion, a form of
      which is annexed hereto, Borrower shall issue and deliver to the Holder within
      three (3) business days after the Conversion Date (such third day being the
      “Delivery Date”) that number of shares of Common Stock for the portion of the
      Note converted in accordance with the foregoing. At the election of the Holder,
      the Borrower will deliver accrued but unpaid interest on the Note in the manner
      provided in Section 1.3 through the Conversion Date directly to the Holder
      on or
      before the Delivery Date (as defined in the Subscription Agreement). The number
      of shares of Common Stock to be issued upon each conversion of this Note shall
      be determined by dividing that portion of the principal of the Note and interest
      to be converted, by the Conversion Price.

     

    (b) Subject
      to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
      share shall be $0.11.

     

    (c) The
      Conversion Price and number and kind of shares or other securities to be issued
      upon conversion determined pursuant to Section 2.1(a), shall be subject to
      adjustment from time to time upon the happening of certain events while this
      conversion right remains outstanding, as follows:

     

    A. Merger,
      Sale of Assets, etc. If the Borrower at any time shall consolidate with or
      merge
      into or sell or convey all or substantially all its assets to any other
      corporation, this Note, as to the unpaid principal portion thereof and accrued
      interest thereon, shall thereafter be deemed to evidence the right to purchase
      such number and kind of shares or other securities and property as would have
      been issuable or distributable on account of such consolidation, merger, sale
      or
      conveyance, upon or with respect to the securities subject to the conversion
      or
      purchase right immediately prior to such consolidation, merger, sale or
      conveyance. The foregoing provision shall similarly apply to successive
      transactions of a similar nature by any such successor or purchaser. Without
      limiting the generality of the foregoing, the anti-dilution provisions of this
      Section shall apply to such securities of such successor or purchaser after
      any
      such consolidation, merger, sale or conveyance.

     


    
      
         

      

      
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    B. Reclassification,
      etc. If the Borrower at any time shall, by reclassification or otherwise, change
      the Common Stock into the same or a different number of securities of any class
      or classes that may be issued or outstanding, this Note, as to the unpaid
      principal portion thereof and accrued interest thereon, shall thereafter be
      deemed to evidence the right to purchase an adjusted number of such securities
      and kind of securities as would have been issuable as the result of such change
      with respect to the Common Stock immediately prior to such reclassification
      or
      other change.

     

    C. Stock
      Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
      or combined into a greater or smaller number of shares of Common Stock, or
      if a
      dividend is paid on the Common Stock in shares of Common Stock, the Conversion
      Price shall be proportionately reduced in case of subdivision of shares or
      stock
      dividend or proportionately increased in the case of combination of shares,
      in
      each such case by the ratio which the total number of shares of Common Stock
      outstanding immediately after such event bears to the total number of shares
      of
      Common Stock outstanding immediately prior to such event.

     

    D. Share
      Issuance. So long as this Note is outstanding, if the Borrower shall issue
      or
      agree to issue any shares of Common Stock except for the Excepted Issuances
      (as
      defined in the Subscription Agreement) for a consideration less than the
      Conversion Price in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Conversion Price shall be reduced to
      such
      other lower issue price. For purposes of this adjustment, the issuance of any
      security carrying the right to convert such security into shares of Common
      Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      an
      adjustment to the Conversion Price upon the issuance of the above-described
      security and again upon the issuance of shares of Common Stock upon exercise
      of
      such conversion or purchase rights if such issuance is at a price lower than
      the
      then applicable Conversion Price. The reduction of the Conversion Price
      described in this paragraph is in addition to other rights of the Holder
      described in this Note and the Subscription Agreement.

     

    (d) Whenever
      the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
      shall promptly mail to the Holder a notice setting forth the Conversion Price
      after such adjustment and setting forth a statement of the facts requiring
      such
      adjustment.

     

    (e) Borrower
      will reserve from its authorized and unissued Common Stock the number of shares
      of Common Stock during the time periods and in the amounts described in the
      Subscription Agreement. Borrower represents that upon issuance, such shares
      will
      be duly and validly issued, fully paid and non-assessable. Borrower agrees
      that
      its issuance of this Note shall constitute full authority to its officers,
      agents, and transfer agents who are charged with the duty of executing and
      issuing stock certificates to execute and issue the necessary certificates
      for
      shares of Common Stock upon the conversion of this Note.

     


    
      
         

      

      
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    2.2. Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      2.1(a) hereof and the Subscription Agreement. Upon partial conversion of this
      Note, a new Note containing the same date and provisions of this Note shall,
      at
      the request of the Holder, be issued by the Borrower to the Holder for the
      principal balance of this Note and interest which shall not have been converted
      or paid.

     

    2.3. Mandatory
      Conversion.
      Provided an Event of Default or an event which with the passage of time or
      giving of notice could become an Event of Default has not occurred, unless
      such
      Event of Default has been cured not less than twenty (20) days prior to the
      delivery of written notice by Borrower as hereinafter described, then,
      commencing after the Actual Effective Date, the Borrower will have the option
      by
      written notice to the Holder (“Notice of Mandatory Conversion”) of compelling
      the Holder to convert all or a portion of the outstanding and unpaid principal
      of the Note and accrued interest, thereon, into Common Stock at the Conversion
      Price then in affect (“Mandatory Conversion”). The Notice of Mandatory
      Conversion, which notice may only be given on the first day following thirty
      (30) consecutive trading days (“Lookback Period”) during which the closing price
      for the Common Stock as reported by Bloomberg, LP for the Principal Market
      shall
      be greater than two hundred percent (200%) of the Conversion Price each such
      trading day and during which thirty (30) trading days, the average price/volume
      (i.e. shares traded multiplied by trade price) as reported by Bloomberg LP
      for
      the Principal Market is greater than $300,000. The date the Notice of Mandatory
      Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory
      Conversion shall specify the aggregate principal amount of the Note which is
      subject to Mandatory Conversion. Mandatory Conversion Notices must be given
      proportionately to all Holders of Notes who received Notes similar in term
      and
      tenure as this Note. The Borrower shall reduce the amount of Note principal
      and
      interest subject to a Notice of Mandatory Conversion by the amount of Note
      Principal and interest for which the Holder had delivered a Notice of Conversion
      to the Borrower during the twenty (20) trading days preceding the Mandatory
      Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion
      Date and the Borrower will be required to deliver the Common Stock issuable
      pursuant to a Mandatory Conversion Notice in the same manner and time period
      as
      described in Section 2.2 above. A Notice of Mandatory Conversion may be given
      only in connection with an amount of Common Stock which would not cause a Holder
      to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation
      set
      forth in Section 2.4 of this Note. A Notice of Mandatory Conversion may be
      given
      only in connection with Common Stock that has been included for resale in an
      effective Registration Statement during the entire Lookback Period and the
      Mandatory Conversion Date.

     

    2.4. Maximum
      Conversion.
      The
      Holder shall not be entitled to convert on a Conversion Date that amount of
      the
      Note in connection with that number of shares of Common Stock which would be
      in
      excess of the sum of (i) the number of shares of Common Stock beneficially
      owned
      by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock
      issuable in connection with the unconverted portion of the Note, and (iii)
      the
      number of shares of Common Stock issuable upon the conversion of the Note with
      respect to which the determination of this provision is being made on a
      Conversion Date, which would result in beneficial ownership by the Holder and
      its affiliates of more than 4.99% of the outstanding shares of Common Stock
      of
      the Borrower on such Conversion Date. For the purposes of the provision to
      the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
      shall not be limited to aggregate conversions of only 4.99% and aggregate
      conversion by the Holder may exceed 4.99%. The Holder shall have the authority
      and obligation to determine whether the restriction contained in this Section
      2.4 will limit any conversion hereunder and to the extent that the Holder
      determines that the limitation contained in this Section applies, the
      determination of which portion of the Notes are convertible shall be the
      responsibility and obligation of the Holder. The Subscriber may increase the
      permitted beneficial ownership amount up to 9.99% upon and effective after
      61
      days prior written notice to the Company. The Holder may allocate which of
      the
      equity of the Borrower deemed beneficially owned by the Holder shall be included
      in the 4.99% amount described above and which shall be allocated to the excess
      above 4.99%.

     


    
      
         

      

      
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    ARTICLE
      III

     

    EVENT
      OF DEFAULT

     

    The
      occurrence of any of the following events of default (“Event of Default”) shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

     

    3.1. Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of principal, interest or other sum due
      under this Note when due and such failure continues for a period of ten (10)
      business days after the due date. The ten (10) day period described in this
      Section 3.1 is the same ten (10) business day period described in Section 1.1
      hereof.

     

    3.2. Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other material term or condition
      of
      the Subscription Agreement or this Note in any material respect and such breach,
      if subject to cure, continues for a period of fifteen (15) business days after
      written notice to the Borrower from the Holder.

     

    3.3. Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in the
      Subscription Agreement, or in any agreement, statement or certificate given
      in
      writing pursuant hereto or in connection therewith shall be false or misleading
      in any material respect as of the date made and the Closing Date.

     

    3.4. Receiver
      or Trustee.
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed without the consent of the Borrower is not dismissed within sixty
      (60) days of appointment.

     

    3.5. Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any of its property or other assets for more than $250,000, and
      shall remain unpaid, unvacated, unbonded or unstayed for a period of forty-five
      (45) days.

     

    3.6. Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within sixty (60) days of initiation.

     


    
      
         

      

      
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    3.7. Delisting.
      Failure
      of the Common Stock to be listed for trading or quotation on a Principal Market
      (which includes the Bulletin Board) for five or more consecutive trading
      days.

     

    3.8. Non-Payment.
      A
      default by the Borrower under any one or more obligations in an aggregate
      monetary amount in excess of $250,000 for more than thirty days after the due
      date, unless the Borrower is contesting the validity of such obligation in
      good
      faith and has segregated cash funds equal to not less than one-half of the
      disputed amount.

     

    3.9. Stop
      Trade.
      An SEC
      or judicial stop trade order or Principal Market trading suspension that lasts
      for ten or more consecutive trading days.

     

    3.10. Failure
      to Deliver Common Stock or Replacement Note.
      Borrower’s failure to deliver Common Stock to the Holder pursuant to and in the
      form required by this Note and Sections 7 and 11 of the Subscription Agreement,
      or, if required, a replacement Note more than seven (7) Business Days after
      the
      required delivery date of such Common Stock or Note.

     

    3.11. Non-Registration
      Event.
      The
      occurrence of a Non-Registration Event as described in Section 11.4 of the
      Subscription Agreement which in connection with a Filing Date exists for at
      least thirty (30) days or which in connection with an Effective Date exists
      for
      at least one hundred and fifty (150) days.

     

    3.12. Reservation
      Default.
      Failure
      by the Borrower to have reserved for issuance upon conversion of the Note the
      amount of Common stock as set forth in this Note and the Subscription
      Agreement.

     

    3.13. Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any other agreement to which the Borrower and Holder are parties, or the
      occurrence of a material event of default under any such other agreement which
      is not cured after any required notice and/or cure period.

     

    ARTICLE
      IV


     

    SECURITY
      INTEREST

     

    4.1. Security
      Interest/Waiver of Automatic Stay.
      This
      Note is secured by a security interest granted to the Collateral Agent for
      the
      benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower
      to Holder. The Borrower acknowledges and agrees that should a proceeding under
      any bankruptcy or insolvency law be commenced by or against the Borrower, or
      if
      any of the Collateral (as defined in the Security Agreement) should become
      the
      subject of any bankruptcy or insolvency proceeding, then the Holder should
      be
      entitled to, among other relief to which the Holder may be entitled under the
      Transaction Documents and any other agreement to which the Borrower and Holder
      are parties (collectively, “Loan Documents”) and/or applicable law, an order
      from the court granting immediate relief from the automatic stay pursuant to
      11
      U.S.C. Section 362 to permit the Holder to exercise all of its rights and
      remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER
      EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
      362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER
      11
      U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE
      OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY,
      INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER
      TO
      ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
      APPLICABLE LAW. The Borrower hereby consents to any motion for relief from
      stay
      that may be filed by the Holder in any bankruptcy or insolvency proceeding
      initiated by or against the Borrower and, further, agrees not to file any
      opposition to any motion for relief from stay filed by the Holder. The Borrower
      represents, acknowledges and agrees that this provision is a specific and
      material aspect of the Loan Documents, and that the Holder would not agree
      to
      the terms of the Loan Documents if this waiver were not a part of this Note.
      The
      Borrower further represents, acknowledges and agrees that this waiver is
      knowingly, intelligently and voluntarily made, that neither the Holder nor
      any
      person acting on behalf of the Holder has made any representations to induce
      this waiver, that the Borrower has been represented (or has had the opportunity
      to he represented) in the signing of this Note and the Loan Documents and in
      the
      making of this waiver by independent legal counsel selected by the Borrower
      and
      that the Borrower has discussed this waiver with counsel.

     


    
      
         

      

      
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    ARTICLE
      V

     

    MISCELLANEOUS

     

    5.1. Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    5.2. Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: Tasker Products Corp.,
      39
      Old Ridgebury Road, Danbury, CT 06810, Attn: Lanny R. Dacus, CEO &
President, telecopier: (203) 730-4341, with a copy by telecopier only to:
      Sonnenschein Nath & Rosenthal LLP, 101 John F. Kennedy Parkway, 4th Floor,
      Short Hills, NJ 07078, Attn: Victor H. Boyajian, Esq., telecopier: (973)
      912-7199, and (ii) if to the Holder, to the name, address and telecopy number
      set forth on the front page of this Note, with a copy by telecopier only to
      Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
      10176, telecopier number: (212) 697-3575.

     


    
      
         

      

      
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    5.3. Amendment
      Provision.
      The
      term “Note” and all reference thereto, as used throughout this instrument, shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented. The Holder by acceptance
      hereof confirms such Holder’s agreement to the terms and conditions set forth
      herein.

     

    5.4. Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns;
      provided, however, that by acceptance of this Note, Holder agrees that it may
      not and will not assign any portion of this Note to any competitor of Borrower
      that is engaged in the manufacture, distribution or marketing of technology
      inhibiting pathogenic bacteria.

     

    5.5. Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys’
fees.

     

    5.6. Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York, without regard to conflicts of laws principles that would result
      in
      the application of the substantive laws of another jurisdiction. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. Both parties
      and
      the individual signing this Note on behalf of the Borrower agree to submit
      to
      the jurisdiction of such courts. The prevailing party shall be entitled to
      recover from the other party its reasonable attorney’s fees and costs. In the
      event that any provision of this Note is invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or unenforceability of any other provision of this Note. Nothing contained
      herein shall be deemed or operate to preclude the Holder from bringing suit
      or
      taking other legal action against the Borrower in any other jurisdiction to
      collect on the Borrower’s obligations to Holder, to realize on any collateral or
      any other security for such obligations, or to enforce a judgment or other
      court
      in favor of the Holder.

     

    5.7. Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

     

    5.8. Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Note to favor any party against the
      other.

     


    
      
         

      

      
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    5.9. Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have the rights
      of a
      shareholder of the Borrower with respect to the Shares of Common Stock to be
      received after delivery by the Holder of a Conversion Notice to the
      Borrower.

     

    5.10. Remedies.
      This
      Note shall be deemed an unconditional obligation of Borrower for the payment
      of
      money and, without limitation to any other remedies available to Holder. This
      Note may be enforced against Borrower by summary proceeding pursuant to N.Y.
      Civil Procedure Law and rules Sect. 3213 or any similar rule or statute in
      the
      jurisdiction where enforcement is sought.

     

    5.11. Non-Business
      Days.
      Whenever any payment to be made shall be due on a Saturday, Sunday or a public
      holiday under the laws of the State of New York, such payment may be due on
      the
      next succeeding business day and such next succeeding day shall be included
      in
      the calculation of the amount of accrued interest payable on such
      date.

     

    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the _____ day
      of
      September, 2007.

     

    
      	 	
              TASKER
                PRODUCTS CORP.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              ___________________________

            
	 	
               

            	
              Name:
                Lanny R. Dacus 

            
	 	
               

            	Title:
              CEO and President


    

     

     

    


    
      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

    


    NOTICE
      OF CONVERSION 

     

    (To
      be
      executed by the Registered Holder in order to convert the Note)

     

    The
      undersigned hereby elects to convert $_______ of the principal and $_______
      of
      the interest due on the Note issued by Tasker Products Corp. on September ___,
      2007 into Shares of Common Stock of Tasker Products Corp. (the “Borrower”)
      according to the conditions set forth in such Note, as of the date written
      below.

     

    
      	
              Date
                of Conversion:

            	
               
                

            
	 	 
	
              Conversion
                Price:

            	
               
                

            
	 	 
	
              Shares
                To Be Delivered:

            	
               
                

            
	 	 
	
              Signature:

            	
               
                

            
	 	 
	
              Print
                Name:

            	
                
                

            
	 	 
	
              Address: