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

     

    
      	 	
              Right
                to Purchase ________ shares of Common Stock of Tasker Products Corp.
                (subject to adjustment as provided
                herein)

            


    

     

    CLASS
      A COMMON STOCK PURCHASE WARRANT

     

    
      	
              No.
                2007-A-001

            	
              Issue
                Date: September ___, 2007

            


    

    


     

    TASKER
      PRODUCTS CORP., a corporation organized under the laws of the State of Delaware
      (the “Company”), hereby certifies that, for value received,
      _____________________, ___________________________________________________,
      or
      its assigns (the “Holder”), is entitled, subject to the terms set forth below,
      to purchase from the Company at any time after the Issue Date until 5:00 p.m.,
      E.S.T on the fourth anniversary of the Issue Date (the “Expiration Date”), up to
      _____________ fully paid and nonassessable shares of Common Stock at a per
      share
      purchase price of $0.15. The aforedescribed purchase price per share, as
      adjusted from time to time as herein provided, is referred to herein as the
      “Purchase Price.” The number and character of such shares of Common Stock and
      the Purchase Price are subject to adjustment as provided herein. The Company
      may
      reduce the Purchase Price for some or all of the Warrants, temporarily or
      permanently. Capitalized terms used and not otherwise defined herein shall
      have
      the meanings set forth in that certain Subscription Agreement (the “Subscription
      Agreement”),
      dated
      as of September ___, 2007, entered into by the Company and the
      Holder.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    (a) The
      term
“Company” shall include Tasker Products Corp. and any corporation which shall
      succeed or assume the obligations of Tasker Products Corp.
      hereunder.

     

    (b) The
      term
“Common Stock” includes (a) the Company’s Common Stock, $0.001 par value per
      share, as authorized on the date of the Subscription Agreement, and (b) any
      other securities into which or for which any of the securities described in
      (a)
      may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    (c) The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 5 or otherwise.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (d) The
      term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
      Warrant.

     

    1. Exercise
      of Warrant.

     

    1.1. Number
      of Shares Issuable upon Exercise.
      From
      and after the Issue Date through and including the Expiration Date, the Holder
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this Warrant
      in
      part in accordance with subsection 1.3, shares of Common Stock of the Company,
      subject to adjustment as described herein.

     

    1.2. Full
      Exercise.
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the
“Subscription Form”) duly executed by such Holder and delivery within two days
      thereafter of payment, in cash, wire transfer or by certified or official bank
      check payable to the order of the Company, in the amount obtained by multiplying
      the number of shares of Common Stock for which this Warrant is then exercisable
      by the Purchase Price then in effect. The original Warrant is not required
      to be
      surrendered to the Company until it has been fully exercised.

     

    1.3. Partial
      Exercise.
      This
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in subsection 1.2 except
      that the amount payable by the Holder on such partial exercise shall be the
      amount obtained by multiplying (a) the number of whole shares of Common Stock
      designated by the Holder in the Subscription Form by (b) the Purchase Price
      then
      in effect. On any such partial exercise provided the Holder has surrendered
      the
      original Warrant, the Company, at its expense, will forthwith issue and deliver
      to or upon the order of the Holder hereof a new Warrant of like tenor, in the
      name of the Holder hereof or as such Holder (upon payment by such Holder of
      any
      applicable transfer taxes) may request, the whole number of shares of Common
      Stock for which such Warrant may still be exercised for the balance
      of.

     

    1.4. Fair
      Market Value.
      Fair
      Market Value of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean:

     

    (a) If
      the
      Company’s Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”), Global
      Market, Nasdaq Global Select Market, the NASDAQ Capital Market or the American
      Stock Exchange, LLC, then the closing or last sale price, respectively, reported
      for the last business day immediately preceding the Determination
      Date;

     

    (b) If
      the
      Company’s Common Stock is not traded on an exchange or on the NASDAQ Global
      Market, the NASDAQ Capital Market or the American Stock Exchange, Inc., but
      is
      traded in the over-the-counter market, then the average of the closing bid
      and
      ask prices reported for the last business day immediately preceding the
      Determination Date;

     

    (c) Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree, or in the absence of such
      an
      agreement, by arbitration in accordance with the rules then standing of the
      American Arbitration Association, before a single arbitrator to be chosen from
      a
      panel of persons qualified by education and training to pass on the matter
      to be
      decided; or

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (d) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then issuable
      upon exercise of all of the Warrants are outstanding at the Determination
      Date.

     

    1.5. Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such
      rights.

     

    1.6. Trustee
      for Warrant Holders.
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company
      shall have all the powers and duties of a warrant agent (as hereinafter
      described) and shall accept, in its own name for the account of the Company
      or
      such successor person as may be entitled thereto, all amounts otherwise payable
      to the Company or such successor, as the case may be, on exercise of this
      Warrant pursuant to this Section 1.

     

    1.7. Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder hereof as the record owner
      of
      such shares as of the close of business on the date on which this Warrant shall
      have been surrendered and payment made for such shares as aforesaid. As soon
      as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within four (4) business days thereafter (“Warrant Share Delivery Date”),
      the Company at its expense (including the payment by it of any applicable issue
      taxes) will cause to be issued in the name of and delivered to the Holder
      hereof, or as such Holder (upon payment by such Holder of any applicable
      transfer taxes) may direct in compliance with applicable securities laws, a
      certificate or certificates for the number of duly and validly issued, fully
      paid and non-assessable shares of Common Stock (or Other Securities) to which
      such Holder shall be entitled on such exercise, plus, in lieu of any fractional
      share to which such Holder would otherwise be entitled, cash equal to such
      fraction multiplied by the then Fair Market Value of one full share of Common
      Stock, together with any other stock or other securities and property (including
      cash, where applicable) to which such Holder is entitled upon such exercise
      pursuant to Section 1 or otherwise. The Company understands that a delay in
      the
      delivery of the Warrant Shares after the Warrant Share Delivery Date could
      result in economic loss to the Holder. As compensation to the Holder for such
      loss, the Company agrees to pay (as liquidated damages and not as a penalty)
      to
      the Holder for late issuance of Warrant Shares upon exercise of this Warrant
      the
      proportionate amount of $100 per business day after the Warrant Share Delivery
      Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant
      is exercised which are not timely delivered. The Company shall pay any payments
      incurred under this Section in immediately available funds upon demand.
      Furthermore, in addition to any other remedies which may be available to the
      Holder, in the event that the Company fails for any reason to effect delivery
      of
      the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke
      all
      or part of the relevant Warrant exercise by delivery of a notice to such effect
      to the Company, whereupon the Company and the Holder shall each be restored
      to
      their respective positions immediately prior to the exercise of the relevant
      portion of this Warrant, except that the liquidated damages described above
      shall be payable through the date notice of revocation or rescission is given
      to
      the Company.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    1.8. Buy-In.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      deliver to a Holder the Warrant Shares as required pursuant to this Warrant,
      within six (6) business days after the Warrant Share Delivery Date and the
      Holder or a broker on the Holder’s behalf, purchases (in an open market
      transaction or otherwise) shares of common stock to deliver in satisfaction
      of a
      sale by such Holder of the Warrant Shares which the Holder was entitled to
      receive from the Company (a “Buy-In”),
      then
      the Company shall pay in cash to the Holder (in addition to any remedies
      available to or elected by the Holder) the amount by which (A) the Holder’s
      total purchase price (including brokerage commissions, if any) for the shares
      of
      common stock so purchased exceeds (B) the aggregate Purchase Price of the
      Warrant Shares required to have been delivered together with interest thereon
      at
      a rate of 15% per annum, accruing until such amount and any accrued interest
      thereon is paid in full (which amount shall be paid as liquidated damages and
      not as a penalty). For example, if a Holder purchases shares of Common Stock
      having a total purchase price of $11,000 to cover a Buy-In with respect to
      $10,000 of Purchase Price of Warrant Shares to have been received upon exercise
      of this Warrant, the Company shall be required to pay the Holder $1,000, plus
      interest. The Holder shall provide the Company written notice indicating the
      amounts payable to the Holder in respect of the Buy-In.

     

    2. Cashless
      Exercise.

     

    (a) If
      a
      registration statement (as described in Section 11 of the Subscription
      Agreement) (“Registration Statement”) is effective and the Holder may sell its
      shares of Common Stock upon exercise hereof pursuant to the registration
      statement, this Warrant may be exercisable in whole or in part for cash only
      as
      set forth in Section 1 above. If no such registration statement is available,
      then commencing two years after the Issue Date, payment upon exercise may be
      made at the option of the Holder either in (i) cash, wire transfer or by
      certified or official bank check payable to the order of the Company equal
      to
      the applicable aggregate Purchase Price, (ii) by delivery of Common Stock
      issuable upon exercise of the Warrants in accordance with Section (b) below
      or
      (iii) by a combination of any of the foregoing methods, for the number of Common
      Stock specified in such form (as such exercise number shall be adjusted to
      reflect any adjustment in the total number of shares of Common Stock issuable
      to
      the holder per the terms of this Warrant) and the holder shall thereupon be
      entitled to receive the number of duly authorized, validly issued, fully-paid
      and non-assessable shares of Common Stock (or Other Securities) determined
      as
      provided herein.

     

    (b) Subject
      to the provisions herein to the contrary, if the Fair Market Value of one share
      of Common Stock is greater than the Purchase Price (at the date of calculation
      as set forth below), in lieu of exercising this Warrant for cash, the holder
      may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being cancelled) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Subscription
      Form in which event the Company shall issue to the holder a number of shares
      of
      Common Stock computed using the following formula:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    X=Y(A-B)

             
      A

     

    
      	 	
                
                Where X=

            	
              the
                number of shares of Common Stock to be issued to the
                holder

            


    

     

    
      	 	
              Y=

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such
                calculation)

            


    

     

    
      	 	
              A=

            	
              the
                average of the closing sale prices of the Common Stock for the five
                (5)
                Trading Days immediately prior to (but not including) the Exercise
                Date,
                or Fair Market Value, whichever is
                less

            


    

     

    
      	 	
              B=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    For
      purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
      and acknowledged that as of the Issue Date the Warrant Shares issued in a
      cashless exercise transaction shall be deemed to have been acquired by the
      Holder, and the holding period for the Warrant Shares shall be deemed to have
      commenced, on the date this Warrant was originally issued pursuant to the
      Subscription Agreement.

     

    3. Adjustment
      for Reorganization, Consolidation, Merger, etc.

     

    3.1. Reorganization,
      Consolidation, Merger, etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder of this
      Warrant, on the exercise hereof as provided in Section 1, at any time after
      the
      consummation of such reorganization, consolidation or merger or the effective
      date of such dissolution, as the case may be, shall receive, in lieu of the
      Common Stock (or Other Securities) issuable on such exercise prior to such
      consummation or such effective date, the stock and other securities and property
      (including cash) to which such Holder would have been entitled upon such
      consummation or in connection with such dissolution, as the case may be, if
      such
      Holder had so exercised this Warrant, immediately prior thereto, all subject
      to
      further adjustment thereafter as provided in Section 3.

     

    3.2. Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Holder of the Warrants after the effective date of such dissolution pursuant
      to this Section 3 to a bank or trust company (a “Trustee”) having its principal
      office in New York, NY, as trustee for the Holder of the Warrants.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    3.3. Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the Other Securities and property receivable on the exercise of this Warrant
      after the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,
      and shall be binding upon the issuer of any Other Securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section 4. In the
      event this Warrant does not continue in full force and effect after the
      consummation of the transaction described in this Section 3, then only in such
      event will the Company’s securities and property (including cash, where
      applicable) receivable by the Holder of the Warrants be delivered to the Trustee
      as contemplated by Section 3.2.

     

    3.4. Share
      Issuance.
      Until
      the Expiration Date, if the Company shall issue any Common Stock except for
      the
      Excepted Issuances (as defined in the Subscription Agreement), prior to the
      complete exercise of this Warrant for a consideration less than the Purchase
      Price that would be in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Purchase Price shall be reduced to such
      other lower price for then outstanding Warrants. For purposes of this
      adjustment, the issuance of any security or debt instrument of the Company
      carrying the right to convert such security or debt instrument into Common
      Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      an
      adjustment to the Purchase Price upon the issuance of the above-described
      security, debt instrument, warrant, right, or option if such issuance is at
      a
      price lower than the Purchase Price in effect upon such issuance and again
      at
      any time upon any subsequent issuances of shares of Common Stock upon exercise
      of such conversion or purchase rights if such issuance is at a price lower
      than
      the Purchase Price in effect upon such issuance. The reduction of the Purchase
      Price described in this Section 3.4 is subject to the provisions of, and in
      addition to the other rights of the Holder described in, the Subscription
      Agreement. The number of shares of Common Stock that the Holder of this Warrant
      shall thereafter, on the exercise hereof, be entitled to receive shall be
      adjusted to a number determined by multiplying the number of shares of Common
      Stock that would otherwise (but for the provisions of this Section 3.4) be
      issuable on such exercise by a fraction of which (a) the numerator is the
      Purchase Price that would otherwise (but for the provisions of this Section
      3.4)
      be in effect, and (b) the denominator is the Purchase Price in effect on the
      date of such exercise.

     

    4. Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on outstanding Common Stock, (b) subdivide
      its
      outstanding shares of Common Stock, or (c) combine its outstanding shares of
      the
      Common Stock into a smaller number of shares of the Common Stock, then, in
      each
      such event, the Purchase Price shall, simultaneously with the happening of
      such
      event, be adjusted by multiplying the then Purchase Price by a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Purchase Price then in effect.
      The
      Purchase Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this Section
      4.
      The number of shares of Common Stock that the Holder of this Warrant shall
      thereafter, on the exercise hereof, be entitled to receive shall be adjusted
      to
      a number determined by multiplying the number of shares of Common Stock that
      would otherwise (but for the provisions of this Section 4 be issuable on such
      exercise by a fraction of which (a) the numerator is the Purchase Price that
      would otherwise (but for the provisions of this Section 4) be in effect, and
      (b)
      the denominator is the Purchase Price in effect on the date of such
      exercise.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    5. Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrants, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or receivable
      by
      the Company for any additional shares of Common Stock (or Other Securities)
      issued or sold or deemed to have been issued or sold, (b) the number of shares
      of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
      and (c) the Purchase Price and the number of shares of Common Stock to be
      received upon exercise of this Warrant, in effect immediately prior to such
      adjustment or readjustment and as adjusted or readjusted as provided in this
      Warrant. The Company will forthwith mail a copy of each such certificate to
      the
      Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant
      to Section 11 hereof).

     

    6. Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrants, all shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant. This
      Warrant entitles the Holder hereof to receive copies of all financial and other
      information distributed or required to be distributed to the holders of the
      Company’s Common Stock.

     

    7. Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”); provided, however, that by acceptance of this Warrant, Holder
      agrees that it may not and will not assign any portion of this Warrant to any
      competitor of the Company that is engaged in the manufacture, distribution
      or
      marketing of technology inhibiting pathogenic bacteria. On the surrender for
      exchange of this Warrant, with the Transferor’s endorsement in the form of
      Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with
      an opinion of counsel reasonably satisfactory to the Company that the transfer
      of this Warrant will be in compliance with applicable securities laws, the
      Company will issue and deliver to or on the order of the Transferor thereof
      a
      new Warrant or Warrants of like tenor, in the name of the Transferor and/or
      the
      transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor.

     

    8. Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense, twice only, will execute and deliver, in lieu thereof;
      a
      new Warrant of like tenor.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    9. Registration
      Rights.
      The
      Holder of this Warrant has been granted certain registration rights by the
      Company. These registration rights are set forth in the Subscription Agreement.
      The terms of the Subscription Agreement are incorporated herein by this
      reference.

     

    10. Maximum
      Exercise.
      The
      Holder shall not be entitled to exercise this Warrant on an exercise date,
      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 an exercise date, and (ii) the number of shares
      of
      Common Stock issuable upon the exercise of this Warrant with respect to which
      the determination of this limitation is being made on an exercise 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 on such date. For the
      purposes of 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 exercises which would result in the
      issuance of more than 4.99%. The restriction described in this paragraph may
      be
      waived, in whole or in part, upon sixty-one (61) days prior notice from the
      Holder to the Company to increase such percentage to up to 9.99%, but not in
      excess of 9.99%. The Holder may decide whether to convert a Convertible Note
      or
      exercise this Warrant to achieve an actual 4.99% or up to 9.99% ownership
      position as described above, but not in excess of 9.99%.

     

    11. Warrant
      Agent.
      The
      Company may, by written notice to the Holder of the Warrant, appoint an agent
      (a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
      on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant
      pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or
      any
      of the foregoing, and thereafter any such issuance, exchange or replacement,
      as
      the case may be, shall be made at such office by such Warrant
      Agent.

     

    12. Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.

     

    13. 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: if to the Company, 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 address and telecopier number listed
      on the first paragraph of this Warrant, 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.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    14. Law
      Governing This Warrant.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Warrant shall be brought only in the state courts of New
      York or in the federal courts located in the state and county of New York.
      The
      parties to this Warrant hereby irrevocably waive any objection to jurisdiction
      and venue of any action instituted hereunder and shall not assert any defense
      based on lack of jurisdiction or venue or based upon forum
      non conveniens.
      The
      Company and Holder waive trial by jury.
      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
      Warrant or any other agreement delivered in connection herewith 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 enforceability of any other provision of any
      agreement.

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.

     

    
      	 	
              TASKER
                PRODUCTS CORP.

            
	 	 
	 	 
	 	 
	 	
              By:__________________________

            
	 	
              Name:
                Lanny R. Dacus 

            
	 	
              Title:
                CEO and President

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

     

    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only on exercise of Warrant)

     

    TO:
      TASKER PRODUCTS CORP.

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby

     

    irrevocably
      elects to purchase (check applicable box):

     

    ___ _______
      shares of the Common Stock covered by such Warrant; or

     

    ___ the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in Section 2.

     

    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $_______. Such
      payment takes the form of (check applicable box or boxes):

     

    ___ $_______
      in lawful money of the United States; and/or

     

    ___ the
      cancellation of such portion of the attached Warrant as is exercisable for
      a
      total of ________ shares of Common Stock (using a Fair Market Value of $________
      per share for purposes of this calculation); and/or

     

    ___ the
      cancellation of such number of shares of Common Stock as is necessary, in
      accordance with the formula set forth in Section 2, to exercise this Warrant
      with respect to the maximum number of shares of Common Stock purchasable
      pursuant to the cashless exercise procedure set forth in Section 2.

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to ___________________________________________________ whose
      address is

     

      
        

      

    

     

      
        

      

    

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”), or pursuant to an exemption from registration
      under the Securities Act.

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      B

     

    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of TASKER PRODUCTS CORP. to which the within Warrant relates specified
      under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of TASKER PRODUCTS
      CORP. with full power of substitution in the premises.

     

    
      	
              Transferees

            	
              Percentage
                Transferred

            	
              Number
                Transferred

            
	 	 	 
	 	 	 
	 	 	 


    

    


     

    
      	
              Dated:
                ______________, ________

            	 	
              ______________________________________

            
	
               

            	 	(Signature
              must conform
              to name of holder as 
	
               

            	 	
              specified
                on the face of the warrant)

            
	
              Signed
                in the presence of:

            	 	 
	 	 	 
	
              ______________________________

            	 	
              ____________________________________

            
	
              (Name)

            	 	
              ____________________________________

            
	
               

            	 	
              (address)

            
	 	 	 
	
              ACCEPTED
                AND AGREED:

            	 	
              ____________________________________

            
	
              [TRANSFEREE]

            	 	
              ____________________________________

            
	
               

            	 	
              (address)

            
	 	 	 
	
              ______________________________

            	 	 
	
              (Name)