Schedules
                and attachments have been omitted but will 

              be
                provided to the Commission upon request

               

            

            SECURITIES
              PURCHASE AGREEMENT 

            


            This
              Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2006
              among Tasker Capital Corp., a Nevada corporation (the “Company”), Emerging
              Growth Equities, Ltd., a Pennsylvania limited partnership (the “Placement
              Agent”) and the purchasers identified on the signature pages hereto (each,
              including its successors and assigns, a “Purchaser” and collectively the
“Purchasers”). 

            


            WHEREAS,
              subject
              to the terms and conditions set forth in this Agreement, the Company
              desires to
              issue and sell to each Purchaser, and each Purchaser, severally and
              not jointly,
              desires to purchase from the Company, securities of the Company as
              more fully
              described in this Agreement. 

            


            NOW,
              THEREFORE, IN CONSIDERATION
              of the
              mutual covenants contained in this Agreement, and for other good and
              valuable
              consideration the receipt and adequacy of which are hereby acknowledged,
              the
              Company and each Purchaser agrees as follows: 

            


            ARTICLE
              I 

            DEFINITIONS
              

            


            1.1             Definitions.
              In
              addition to the terms defined elsewhere in this Agreement, the following
              terms
              have the meanings indicated in this Section 1.1: 

            


            “Action”
              shall have the meaning ascribed to such term in Section 3.1(j). 

            


            “Affiliate”
              means any Person that, directly or indirectly through one or more
              intermediaries, controls or is controlled by or is under common control
              with a
              Person, as such terms are used in and construed under Rule 144 under
              the
              Securities Act. 

            


            “Closings”
              means the Initial Closing and each Subsequent Closing. 

            


            “Closing
              Date” means the date of (i) the Initial Closing; and (ii) each Subsequent
              Closing, respectively. 

            


            “Commission”
              means the Securities and Exchange Commission. 

            


            “Common
              Stock” means the common stock of the Company, par value $0.001 per share,
              and
              any securities into which such common stock may hereinafter be converted
              or
              exchanged pursuant to a plan of recapitalization, reorganization, merger,
              sale
              of assets or otherwise.

            
              
                
                

              

              
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                  1 -

                
                  

                

              

              
                
                

              

            


            “Company
              Counsel” means Morse,
              Barnes-Brown & Pendleton, P.C., 1601 Trapelo Road, Waltham, Massachusetts
              02451 (Tel. No. (781) 622-5930; Fax No. (781) 622-5933).
              

            


            “Disclosure
              Schedules” shall have the meaning ascribed to such term in Section 3.1 hereof.
              

            


            “Escrow
              Agreement” means the Escrow Agreement, dated the date hereof, among the Company,
              the Placement Agent and the Purchasers, in the form of Exhibit
              A
              attached
              hereto. 

            


            “Exchange
              Act” means the Securities Exchange Act of 1934, as amended. 

            


            “GAAP”
              shall have the meaning ascribed to such term in Section 3.1(h) hereof.
              

            


            “Initial
              Closing” shall have the meaning ascribed to such term in Section 2.1
              hereof.

            


            “Liens”
              shall have the meaning ascribed to such term in Section 3.1(a) hereof.
              

            


            “Losses”
              means any and all losses, claims, damages, liabilities, settlement
              costs and
              expenses, including without limitation costs of preparation and reasonable
              attorneys’ fees. 

            


            “Material
              Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b)
              hereof. 

            


            “Person”
              means an individual or corporation, partnership, trust, incorporated
              or
              unincorporated association, joint venture, limited liability company,
              joint
              stock company, government (or an agency or subdivision thereof) or
              other entity
              of any kind. 

            


            “Placement
              Agent” means Emerging Growth Equities, Ltd., a Pennsylvania limited partnership
              with a principal place of business at Parkview Tower, 1150 First Avenue,
              Suite
              600, King of Prussia, Pennsylvania 19406.

            


            “Proceeding”
              means an action, claim, suit, investigation or proceeding (including,
              without
              limitation, an investigation or partial proceeding, such as a deposition),
              whether commenced or threatened. 

            


            “Purchase
              Price” means US $0.70 per Share.

            


            “Registration
              Rights Agreement” means the Registration Rights Agreement, dated the date
              hereof, among the Company and the Purchasers, in the form of Exhibit
              B
              attached
              hereto. 

              
                
                  
                  

                

                
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            “Registration
              Statement” means a registration statement meeting the requirements set forth in
              the Registration Rights Agreement and covering the resale of the Shares
              and the
              Warrant Shares by each Purchaser as provided for in the Registration
              Rights
              Agreement. 

            


            “Required
              Approvals” shall have the meaning ascribed to such term in 

            


            Section
              3.1(e) hereof. 

            


            “Required
              Minimum” means, as of any date, the maximum aggregate number of shares of Common
              Stock then issued or potentially issuable in the future upon exercise
              or
              conversion in full of all Warrants, ignoring any conversion or exercise
              limits
              set forth therein. 

            


            “Rule
              144” means Rule 144 promulgated by the Commission pursuant to the Securities
              Act, as such Rule may be amended from time to time, or any similar
              rule or
              regulation hereafter adopted by the Commission having substantially
              the same
              effect as such Rule. 

            


            “SEC
              Reports” shall have the meaning ascribed to such term in Section 3.1(h) hereof.
              

            


            “Securities”
              means the Shares, the Warrants and the Warrant Shares. 

            


            “Securities
              Act” means the Securities Act of 1933, as amended. 

            


            “Shares”
              means the shares of Common Stock issued and sold pursuant to this Agreement,
              together with any shares of Common Stock issued upon a stock split,
              dividend or
              other distribution, recapitalization or similar event with respect
              to the
              foregoing following the Closing Date.

            


            “Subscription
              Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares
              purchased hereunder as specified below such Purchaser’s name on the signature
              page of this Agreement and next to the heading “Subscription Amount”, in United
              States Dollars. 

            


            “Subsequent
              Closing” shall have the meaning ascribed to such term in Section 2.1
              hereof.

            


            “Subsidiary”
              means any subsidiary of the Company as set forth on Schedule 3.1(a)
              attached
              hereto. 

            


            “Trading
              Day” means any day during which the Trading Market shall be open for business.
              

            


            “Trading
              Market” means the following markets or exchanges on which the Common Stock
              is
              listed or quoted for trading on the date in question: OTC Bulletin
              Board, the
              American Stock Exchange, the New York Stock Exchange, the Nasdaq National
              Market
              or the Nasdaq SmallCap Market. 

            

              
                
                  
                  

                

                
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            “Transaction
              Documents” means this Agreement, the Warrants and the Registration Rights
              Agreement. 

            


            “Warrants”
              means collectively the Common Stock purchase warrants, in the form
              of
Exhibit
              C
              delivered to the Purchasers at each Closing in accordance with Section
              2.2
              hereof, which Warrants shall be exercisable immediately and for a term
              of 5
              years. Each Warrant shall be exercisable for shares of the Company’s Common
              Stock in an amount equal to each Purchaser’s Subscription Amount divided by the
              Purchase Price, with an exercise price equal to $1.00, such exercise
              price and
              number of shares subject to adjustment from time to time as set forth
              in the
              form of Warrant.

            


            “Warrant
              Shares” means the shares of Common Stock issuable upon exercise of the Warrants.
              

            


            ARTICLE
              II 

            PURCHASE
              AND SALE

            


            2.1             Closings.
              The
              initial closing (the “Initial Closing”) of the transactions hereunder shall take
              place at the offices of Company Counsel or at such other location as
              the Company
              and the Placement Agent shall mutually agree after the receipt by the
              Company of
              subscriptions for Shares from Purchasers with an aggregate Purchase
              Price of at
              least $8,000,000 and after it has been determined that all conditions
              in this
              Agreement and the Escrow Agreement have been met in the sole and absolute
              discretion of the Company and the Placement Agent. Following the Initial
              Closing, the Company may, at subsequent closings (the “Subsequent Closings” and
              each a “Subsequent Closing”), accept additional subscriptions for Shares from
              Purchasers until such time as the Company has issued Shares with an
              aggregate
              Purchase Price equal to $12,000,000. At each Closing, the Company agrees
              to
              issue and sell to each Purchaser participating at such Closing, and,
              subject to
              the terms and conditions contained herein, each such Purchaser severally
              agrees
              to purchase, an amount of the Shares set forth on the signature page
              to this
              Agreement. At each Closing, in accordance with the Escrow Agreement,
              funds equal
              to the Subscription Amount of each Purchaser shall be delivered to
              the Company
              and the Company shall deliver to each such Purchaser his, her or its
              respective
              Shares and Warrants as provided herein and the other items set forth
              in Section
              2.2 issuable at such Closing. 

            


            2.2             Conditions
              to Closing.
              Each
              Closing shall be subject to the following conditions and deliveries
              being met on
              such Closing’s Closing Date: 

            


            (a)             At
              or prior to the Closing, unless otherwise indicated below, the Company
              shall
              deliver or cause to be delivered to each Purchaser participating in
              such Closing
              the following: 

            

              
                
                  
                  

                

                
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                    4 -

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (i)             a
              stock certificate evidencing the Shares purchased by such Purchaser,
              registered
              in the name of such Purchaser; 

            


            (ii)             a
              Warrant registered in the name of such Purchaser; 

            


            (iii)             the
              Registration Rights Agreement, duly executed by the Company; 

            


            (iv)             this
              Agreement, duly executed by the Company; and

            


            (v)             a
              legal
              opinion of Company Counsel, in the form of Exhibit
              D
              attached
              hereto.
              

            


            (b)             At
              or prior to the Closing, each Purchaser participating in such Closing
              shall
              deliver or cause to be delivered to the Company the following: 

            


            (i)             such
              Purchaser’s Subscription Amount in accordance with the Escrow Agreement;


            


            (ii)             a
              facsimile and an original signature page of this Agreement, duly executed
              by
              such Purchaser; 

            


            (iii)             a
              facsimile and an original signature page of the Registration Rights
              Agreement
              duly executed by such Purchaser; and

            


            (iv)             a
              facsimile and an original signed Accredited Investor Confirmation.

            


            (c)             It
              shall be a condition to the obligation of the Company, on the one hand,
              to issue
              and sell the Shares and the Warrants to be issued and sold at a Closing,
              and of
              the Purchasers participating in a Closing, on the other hand, to purchase
              such
              Shares and Warrants, that all representations and warranties of the
              other
              party(ies) contained herein shall remain true and correct as of the
              Closing Date
              of such Closing and all covenants and obligations of the other party(ies)
              shall
              have been fully performed or otherwise satisfied or waived if due on
              or prior to
              such date, including the
              conditions to release the funds held in escrow as set forth in Section
              3 of the
              Escrow Agreement.

            


            ARTICLE
              III 

            REPRESENTATIONS
              AND WARRANTIES

            


            3.1             Representations
              and Warranties of the Company.
              Except
              as set forth under the corresponding section of the disclosure schedules
              delivered to the Purchasers concurrently herewith (the “Disclosure Schedules”)
              which Disclosure Schedules shall be deemed a part hereof, the Company
              hereby
              makes the representations and warranties set forth below to each Purchaser:
              


            
              
                
                

              

              
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                  5 -

                
                  

                

              

              
                
                

              

            


            (a)             Subsidiaries.
              All of
              the direct and indirect subsidiaries of the Company are set forth on
              Schedule
              3.1(a). The Company owns, directly or indirectly, all of the capital
              stock or
              other equity interests of each Subsidiary free and clear of any lien,
              charge,
              security interest, encumbrance, right of first refusal or other restriction
              (collectively, “Liens”), and all the issued and outstanding shares of capital
              stock of each Subsidiary are validly issued and are fully paid, non-assessable
              and free of preemptive and similar rights. 

            


            (b)             Organization
              and Qualification.
              Each of
              the Company and the Subsidiaries is an entity duly incorporated or
              otherwise
              organized, validly existing and in good standing under the laws of
              the
              jurisdiction of its incorporation or organization (as applicable),
              with the
              requisite power and authority to own and use its properties and assets
              and to
              carry on its business as described in its SEC Reports. Neither the
              Company nor
              any Subsidiary is in violation of any of the provisions of its respective
              certificate or articles of incorporation, bylaws or other organizational
              or
              charter documents. Each of the Company and the Subsidiaries is duly
              qualified to
              do business and is in good standing as a foreign corporation or other
              entity in
              each jurisdiction in which the nature of the business conducted or
              property
              owned by it makes such qualification necessary, except where the failure
              to be
              so qualified or in good standing, as the case may be, could not, individually
              or
              in the aggregate: (i) adversely affect the legality, validity or enforceability
              of any Transaction Document, (ii) have or result in or be reasonably
              likely to
              have or result in a material adverse effect on the results of operations,
              assets, prospects, business or condition (financial or otherwise) of
              the Company
              and the Subsidiaries, taken as a whole, or (iii) adversely impair the
              Company's
              ability to perform fully on a timely basis its obligations under any
              of the
              Transaction Documents (any of (i), (ii) or (iii), a “Material Adverse Effect”).


            


            (c)             Authorization;
              Enforcement.
              The
              Company has the requisite corporate power and authority to enter into
              and to
              consummate the transactions contemplated by each of the Transaction
              Documents
              and otherwise to carry out its obligations hereunder or thereunder.
              The
              execution and delivery of each of the Transaction Documents by the
              Company and
              the consummation by it of the transactions contemplated hereby or thereby
              have
              been duly authorized by all necessary action on the part of the Company
              and no
              further consent or action is required by the Company other than Required
              Approvals. Each of the Transaction Documents has been (or upon delivery
              will be)
              duly executed by the Company and, when delivered in accordance with
              the terms
              hereof, will constitute the valid and binding obligation of the Company
              enforceable against the Company in accordance with its terms, subject
              to
              applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
              moratorium and similar laws affecting creditors’ rights and remedies generally
              and general principles of equity. 

            


            (d)             No
              Conflicts.
              The
              execution, delivery and performance of the Transaction Documents by
              the Company
              and the consummation by the Company of the transactions contemplated
              thereby do
              not and will not: (i) conflict with or violate any provision of the
              Company’s or
              any Subsidiary’s certificate or articles of incorporation, bylaws or other
              organizational or charter documents, or (ii) subject to obtaining the
              Required
              Approvals, conflict with, or constitute a default (or an event that
              with notice
              or lapse of time or both would become a default) under, or give to
              others any
              rights of termination, amendment, acceleration or cancellation (with
              or without
              notice, lapse of time or both) of, any agreement, credit facility,
              debt or other
              instrument (evidencing a Company or Subsidiary debt or otherwise) or
              other
              understanding to which the Company or any Subsidiary is a party or
              by which any
              property or asset of the Company or any Subsidiary is bound or affected,
              or
              (iii) result in a violation of any law, rule, regulation, order, judgment,
              injunction, decree or other restriction of any court or governmental
              authority
              to which the Company or a Subsidiary is subject (including federal
              and state
              securities laws and regulations), or by which any property or asset
              of the
              Company or a Subsidiary is bound or affected; except in the case of
              each of
              clauses (ii) and (iii), such as could not, individually or in the aggregate,
              have or result in a Material Adverse Effect. 


            
              
                
                

              

              
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                  6 -

                
                  

                

              

              
                
                

              

            


            (e)             Filings,
              Consents and Approvals.
              Neither
              the Company nor any Subsidiary is required to obtain any consent, waiver,
              authorization or order of, give any notice to, or make any filing or
              registration with, any court or other federal, state, local or other
              governmental authority or other Person in connection with the execution,
              delivery and performance by the Company of the Transaction Documents,
              other than
              (i) the filing with the Commission of the Registration Statement and
              the consent
              of the Commission to the effectiveness thereof, (ii) the notice and/or
              application(s) to each applicable Trading Market for the issuance of
              the Shares
              and the Warrants and the listing of the Shares and the Warrant Shares
              for
              trading thereon in the time and manner required thereby and any required
              approvals of such Trading Market thereof, (iii) the filing of Form
              D with the
              Commission and applicable Blue Sky filings and (iv) the filings required
              pursuant to Section 4.3 hereunder (collectively, the “Required Approvals”).


            


            (f)             Issuance
              of the Shares and Warrants.
              The
              Shares and Warrants are duly authorized and, when issued and paid for
              in
              accordance with the applicable Transaction Documents, will be duly
              and validly
              issued, fully paid and non-assessable, free and clear of all Liens.
Any
              Warrant Shares, when issued and paid for in accordance with the warrant
              certificate, will be duly authorized and validly issued, fully paid
              and
              nonassessable, free and clear of all Liens. The
              Company has reserved from its duly authorized capital stock a number
              of shares
              of Common Stock for issuance of the Warrant Shares at least equal to
              the
              Required Minimum on the date hereof. The Company has not, and to the
              knowledge
              of the Company, no Affiliate of the Company has sold, offered for sale
              or
              solicited offers to buy or otherwise negotiated in respect of any security
              (as
              defined in Section 2 of the Securities Act) that would be integrated
              with the
              offer or sale of the Shares in a manner that would require the registration
              under the Securities Act of the sale of the Shares to the Purchasers,
              or that
              would be integrated with the offer or sale of the Shares for purposes
              of the
              rules and regulations of any Trading Market. 


            
              
                
                

              

              
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            (g)             Capitalization.
              The
              number of shares and type of all authorized, issued and outstanding
              capital
              stock of the Company is set forth on Schedule 3.1(g) of the Disclosure
              Schedules
              attached hereto. No securities of the Company are entitled to preemptive
              or
              similar rights, and no Person has any right of first refusal, preemptive
              right,
              right of participation, or any similar right to participate in the
              transactions
              contemplated by the Transaction Documents. Except as contemplated hereby
              and as
              set forth on Schedule 3.1(g), there are no outstanding options, warrants,
              script
              rights to subscribe to, calls or commitments of any character whatsoever
              relating to, or securities, rights or obligations convertible into
              or
              exchangeable for, or giving any Person any right to subscribe for or
              acquire,
              any shares of Common Stock, or contracts, commitments, understandings
              or
              arrangements by which the Company or any Subsidiary is or may become
              bound to
              issue additional shares of Common Stock, or securities or rights convertible
              or
              exchangeable into shares of Common Stock. The issuance and sale of
              the Shares
              and Warrants will not obligate the Company to issue shares of Common
              Stock or
              other securities to any Person (other than the Purchasers) and will
              not result
              in a right of any holder of Company securities to adjust the exercise,
              conversion, exchange or reset price under such securities. All of the
              outstanding shares of capital stock of the Company are validly issued,
              fully
              paid and nonassessable, have been issued in compliance with all federal
              and
              state securities laws, and none of such outstanding shares was issued
              in
              violation of any preemptive rights or similar rights to subscribe for
              or
              purchase securities. No further approval or authorization of any stockholder,
              the Board of Directors of the Company or others is required for the
              issuance and
              sale of the Shares. Except as disclosed in the SEC Reports, there are
              no
              stockholders agreements, voting agreements or other similar agreements
              with
              respect to the Company’s capital stock to which the Company is a party or, to
              the knowledge of the Company, between or among any of the Company’s
              stockholders. 

            


            (h)             SEC
              Reports; Financial Statements.
              Except
              as otherwise disclosed in the SEC Reports, the Company has filed all
              reports
              required to be filed by it under the Exchange Act, including pursuant
              to Section
              13(a) or 15(d) thereof, for the two years preceding the date hereof
              (or such
              shorter period as the Company was required by law to file such material)
              (the
              foregoing materials being collectively referred to herein as the “SEC Reports”).
              All SEC Reports filed within the 10 days preceding the date hereof
              have been
              made available to the Purchasers. Since the fiscal year end 2004, the
              SEC
              Reports complied in all material respects with the requirements of
              the
              Securities Act and the Exchange Act and the rules and regulations of
              the
              Commission promulgated thereunder, and none of the SEC Reports, when
              filed,
              contained any untrue statement of a material fact or omitted to state
              a material
              fact required to be stated therein or necessary in order to make the
              statements
              therein, in light of the circumstances under which they were made,
              not
              misleading. Since the fiscal year end 2004, the financial statements
              of the
              Company included in the SEC Reports comply in all material respects
              with
              applicable accounting requirements and the rules and regulations of
              the
              Commission with respect thereto as in effect at the time of filing.
              Such
              financial statements have been prepared in accordance with generally
              accepted
              accounting principles applied on a consistent basis during the periods
              involved
              (“GAAP”), except as may be otherwise specified in such financial statements
              or
              the notes thereto, and fairly present in all material respects the
              financial
              position of the Company and its consolidated subsidiaries as of and
              for the
              dates thereof and the results of operations and cash flows for the
              periods then
              ended, subject, in the case of unaudited statements, to normal year-end
              audit
              adjustments. 


            
              
                
                

              

              
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            (i)             Material
              Changes.
              Since
              the date of the latest audited financial statements included within
              the SEC
              Reports, except as specifically disclosed in the SEC Reports: (i) there
              has been
              no event, occurrence or development that has had or that could result
              in a
              Material Adverse Effect, (ii) the Company has not incurred any liabilities
              (contingent or otherwise) other than (A) trade payables and accrued
              expenses
              incurred in the ordinary course of business consistent with past practice
              and
              (B) liabilities not required to be reflected in the Company’s financial
              statements pursuant to GAAP or required to be disclosed in filings
              made with the
              Commission, (iii) the Company has not altered its method of accounting
              or the
              identity of its auditors, (iv) the Company has not declared or made
              any dividend
              or distribution of cash or other property to its stockholders or purchased,
              redeemed or made any agreements to purchase or redeem any shares of
              its capital
              stock, and (v) the Company has not issued any equity securities to
              any officer,
              director or Affiliate, except pursuant to existing Company stock option
              or
              similar plans. 

            


            (j)             Litigation.
              There
              is no action, suit, inquiry, notice of violation, proceeding or investigation
              pending or, to the knowledge of the Company, threatened against or
              affecting the
              Company, any Subsidiary or any of their respective properties before
              or by any
              court, arbitrator, governmental or administrative agency or regulatory
              authority
              (federal, state, county, local or foreign) (collectively, an “Action”) which:
              (i) adversely affects or challenges the legality, validity or enforceability
              of
              any of the Transaction Documents or the Shares or (ii) could, if there
              were an
              unfavorable decision, individually or in the aggregate, have or reasonably
              be
              expected to result in a Material Adverse Effect. Neither the Company
              nor any
              Subsidiary, nor, to the knowledge of the Company, any director or officer
              thereof, is or has been the subject of any Action involving a claim
              of violation
              of or liability under federal or state securities laws or a claim of
              breach of
              fiduciary duty. The Company does not have pending before the Commission
              any
              request for confidential treatment of information. There has not been,
              and to
              the knowledge of the Company, there is not pending or contemplated,
              any
              investigation by the Commission involving the Company or any current
              or former
              director or officer of the Company. The Commission has not issued any
              stop order
              or other order suspending the effectiveness of any registration statement
              filed
              by the Company or any Subsidiary under the Exchange Act or the Securities
              Act.


            


            (k)             Compliance.
              Neither
              the Company nor any Subsidiary: (i) is in default under or in violation
              of (and
              no event has occurred that has not been waived that, with notice or
              lapse of
              time or both, would result in a default by the Company or any Subsidiary
              under),
              nor has the Company or any Subsidiary received notice of a claim that
              it is in
              default under or that it is in violation of, any indenture, loan or
              credit
              agreement or any other agreement or instrument to which it is a party
              or by
              which it or any of its properties is bound (whether or not such default
              or
              violation has been waived), (ii) is in violation of any order of any
              court,
              arbitrator or governmental body, or (iii) is or has been in violation
              of any
              statute, rule or regulation of any governmental authority, except in
              each case
              as could not, individually or in the aggregate, have or result in a
              Material
              Adverse Effect. 


            
              
                
                

              

              
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            (l)             Labor
              Relations.
              No
              material labor dispute exists or, to the knowledge of the Company,
              is imminent
              with respect to any of the employees of the Company. 

            


            (m)             Regulatory
              Permits.
              Except
              as otherwise described in the SEC Reports, the Company and the Subsidiaries
              possess all certificates, authorizations and permits issued by the
              appropriate
              federal, state, local or foreign regulatory authorities necessary to
              conduct
              their respective businesses, except where the failure to possess such
              permits
              could not, individually or in the aggregate, have or reasonably be
              expected to
              result in a Material Adverse Effect (“Material Permits”), and neither the
              Company nor any Subsidiary has received any notice of proceedings relating
              to
              the revocation or modification of any Material Permit. 

            


            (n)             Title
              to Assets.
              The
              Company and the Subsidiaries have good and marketable title in fee
              simple to all
              real property owned by them that is material to the business of the
              Company and
              the Subsidiaries and good and marketable title in all personal property
              owned by
              them that is material to the business of the Company and the Subsidiaries,
              in
              each case free and clear of all Liens, except for Liens as do not materially
              affect the value of such property and do not materially interfere with
              the use
              made and proposed to be made of such property by the Company and the
              Subsidiaries. Any real property and facilities held under lease by
              the Company
              and the Subsidiaries are held under valid, subsisting and enforceable
              leases of
              which the Company and the Subsidiaries are in compliance. 

            


            (o)             Patents
              and Trademarks.
              The
              Company and the Subsidiaries have, or have rights to use, all patents,
              patent
              applications, trademarks, trademark applications, service marks, trade
              names,
              copyrights, licenses and other similar rights necessary or material
              for use in
              connection with their respective businesses as described in the SEC
              Reports and
              which the failure to so have could have a Material Adverse Effect (collectively,
              the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has
              received a written notice that the Intellectual Property Rights used
              by the
              Company or any Subsidiary violates or infringes upon the rights of
              any Person.
              To the knowledge of the Company, (i) all such Intellectual Property
              Rights are
              enforceable and (ii) there is no existing infringement by another Person
              of any
              of the Intellectual Property Rights. 

            


            (p)             Insurance.
              The
              Company and the Subsidiaries are insured by insurers of recognized
              financial
              responsibility against such losses and risks and in such amounts as
              are prudent
              and customary in the businesses in which the Company and the Subsidiaries
              are
              engaged. To the Company’s knowledge, such insurance contracts and policies are
              accurate and complete. Neither the Company nor any Subsidiary has any
              reason to
              believe it will not be able to renew its existing insurance coverage
              as and when
              such coverage expires or to obtain similar coverage from similar insurers
              as may
              be necessary to continue its business without a significant increase
              in cost.



            
              
                
                

              

              
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            (q)             Transactions
              With Affiliates and Employees.
              Except
              as required to be set forth in the SEC Reports, none of the officers
              or
              directors of the Company and, to the knowledge of the Company, none
              of the
              employees of the Company is presently a party to any transaction with
              the
              Company or any Subsidiary (other than for services as employees, officers
              and
              directors), including any contract, agreement or other arrangement
              providing for
              the furnishing of services to or by, providing for rental of real or
              personal
              property to or from, or otherwise requiring payments to or from any
              officer,
              director or such employee or, to the knowledge of the Company, any
              entity in
              which any officer, director, or any such employee has a substantial
              interest or
              is an officer, director, trustee or partner. 

            


            (r)             Certain
              Fees.
              Except
              as set forth on Schedule 3.1(r), the Company has not engaged or retained
              any
              broker, financial advisor or consultant, finder, placement agent, investment
              banker, bank or other Person and has not agreed to pay any commissions
              or other
              fees to any of the same with respect to the transactions contemplated
              by this
              Agreement. 

            


            (s)             Private
              Placement.
              Assuming the accuracy of the representations and warranties of the
              Purchasers
              set forth in Sections 3.2(b)-(f), the offer, issuance and sale of the
              Shares and
              Warrants to the Purchasers as contemplated hereby are exempt from the
              registration requirements of the Securities Act and do not contravene
              the rules
              and regulations of the Company’s current Trading Market. 

            


            (t)             Listing
              and Maintenance Requirements.
              The
              Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange
              Act, and the Company has taken no action designed to, or which to its
              knowledge
              is likely to have the effect of, terminating the registration of the
              Common
              Stock under the Exchange Act nor has the Company received any notification
              that
              the Commission is contemplating terminating such registration. The
              Company has
              not, in the 12 months preceding the date hereof, received notice from
              any
              Trading Market on which the Common Stock is or has been listed or quoted
              to the
              effect that the Company is not in compliance with the listing or maintenance
              requirements of such Trading Market. The Company is, and has no reason
              to
              believe that it will not in the foreseeable future continue to be,
              in compliance
              with all such listing and maintenance requirements. 

            


            (u)             Tax
              Status.
              The
              Company and each of its Subsidiaries has made or filed all federal,
              state and
              foreign income and all other tax returns, reports and declarations
              required by
              any jurisdiction to which it is subject (unless and only to the extent
              that the
              Company and each of its Subsidiaries has set aside on its books provisions
              reasonably adequate for the payment of all unpaid and unreported taxes)
              and has
              paid all taxes and other governmental assessments and charges that
              are material
              in amount, shown or determined to be due on such returns, reports and
              declarations, except those being contested in good faith and has set
              aside on
              its books provisions reasonably adequate for the payment of all taxes
              for
              periods subsequent to the periods to which such returns, reports or
              declarations
              apply. There are no unpaid taxes in any material amount claimed to
              be due by the
              taxing authority of any jurisdiction, and the officers of the Company
              know of no
              basis for any such claim. The Company has not executed a waiver with
              respect to
              the statute of limitations relating to the assessment or collection
              of any
              foreign, federal, statue or local tax. None of the Company’s tax returns is
              presently being audited by any taxing authority. 


            
              
                
                

              

              
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            (v)             No
              General Solicitation or Advertising in Regard to this
              Transaction.
              Neither
              the Company nor, to the knowledge of the Company, any of its directors
              or
              officers (i) has conducted or will conduct any general solicitation
              (as that
              term is used in Rule 502(c) of Regulation D) or general advertising
              with respect
              to the sale and issuance of the Shares or the Warrants, or (ii) made
              any offers
              or sales of any security or solicited any offers to buy any security
              under any
              circumstances that would require registration of the Shares, the Warrant
              Shares
              or the Warrants under the Securities Act or made any “directed selling efforts”
as defined in Rule 902 of Regulation S. 

            


            (w)             Foreign
              Corrupt Practices.
              Neither
              the Company, nor to the knowledge of the Company, any agent or other
              person
              acting on behalf of the Company, has (i) directly or indirectly, used
              any
              corporate funds for unlawful contributions, gifts, entertainment or
              other
              unlawful expenses related to foreign or domestic political activity,
              (ii) made
              any unlawful payment to foreign or domestic government officials or
              employees or
              to any foreign or domestic political parties or campaigns from corporate
              funds,
              (iii) failed to disclose fully any contribution made by the Company
              (or made by
              any person acting on its behalf of which the Company is aware) which
              is in
              violation of law, or (iv) violated in any material respect any provision
              of the
              Foreign Corrupt Practices Act of 1977, as amended. 

            


            (x)             Sarbanes-Oxley.
              The
              Company is in material compliance with all provisions of the Sarbanes-Oxley
              Act
              of 2002 which are applicable to it as of each Closing Date, and the
              rules and
              regulations promulgated thereunder.

            


            (y)             Investment
              Company.
              The
              Company is not, and is not an Affiliate of, and immediately after receipt
              of
              payment for the Shares and Warrants, will not be or be an Affiliate
              of an
“investment company” within the meaning of the Investment Company Act of 1940,
              as amended. 

            


            (z)             No
              Integrated Offering.
              Assuming
              the accuracy of the Purchasers’ representations and warranties set forth in
              Section 3.2, neither the Company nor any of its Affiliates, nor any
              Person
              acting on its or their behalf has, directly or indirectly, made any
              offers or
              sales of any security or solicited any offers to buy any security,
              under
              circumstances that would cause this offering of the Securities to be
              integrated
              with prior offerings by the Company for purposes of the Securities
              Act or any
              applicable shareholder approval provisions, including, without limitation,
              under
              the rules and regulations of any exchange or automated quotation system
              on which
              any of the securities of the Company are listed or designated.


            
              
                
                

              

              
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            3.2             Representations
              and Warranties of the Purchasers.
              Each
              Purchaser hereby, for itself and for no other Purchaser, represents
              and warrants
              to the Company as follows: 

            


            (a)             Organization;
              Authority.
              If the
              Purchaser is not an individual, such Purchaser is an entity duly organized,
              validly existing and in good standing under the laws of the jurisdiction
              of its
              organization with the requisite corporate or partnership power and
              authority to
              enter into and to consummate the transactions contemplated by the Transaction
              Documents and otherwise to carry out its obligations thereunder. If
              the
              Purchaser is not an individual, the purchase by such Purchaser of the
              Shares
              hereunder has been duly authorized by all necessary action on the part
              of such
              Purchaser. Each of this Agreement and the Registration Rights Agreement
              has been
              duly executed by such Purchaser if the Purchaser is not an individual,
              and when
              delivered by such Purchaser in accordance with the terms hereof, will
              constitute
              the valid and legally binding obligation of such Purchaser, enforceable
              against
              it in accordance with its terms except (i) as limited by applicable
              bankruptcy,
              insolvency, reorganization, moratorium and other laws of general application
              affecting enforcement of creditors' rights generally and (ii) as limited
              by laws
              relating to the availability of specific performance, injunctive relief
              or other
              equitable remedies. 

            


            (b)             Investment
              Intent.
              Such
              Purchaser is acquiring the Securities as principal for its own account
              and not
              with a view to or for distributing or reselling such Securities or
              any part
              thereof, without prejudice, however, to such Purchaser’s right, subject to the
              provisions of this Agreement, at all times to sell or otherwise dispose
              of all
              or any part of such Securities pursuant to an effective registration
              statement
              under the Securities Act or under an exemption from such registration
              and in
              compliance with applicable federal and state securities laws. Nothing
              contained
              herein shall be deemed a representation or warranty by such Purchaser
              to hold
              Securities for any period of time or limit such Purchaser’s right to sell the
              Securities pursuant to the Registration Statement or otherwise in compliance
              with applicable federal and state securities laws. Such Purchaser is
              acquiring
              the Securities hereunder in the ordinary course of its business. Such
              Purchaser
              does not have any agreement or understanding, directly or indirectly,
              with any
              Person to distribute any of the Securities. 

            


            (c)             Purchaser
              Status.
              At the
              time such Purchaser was offered the Securities, it was, and at the
              date hereof
              it is, and currently anticipates that on each date on which it exercises
              any
              Warrants it will be, an “accredited investor” as defined in Rule 501(a) under
              the Securities Act. If the Purchaser is not an individual, such Purchaser
              has
              not been formed solely for the purpose of acquiring the Securities.
              Such
              Purchaser is not a registered broker-dealer under Section 15 of the
              Exchange
              Act. 

            


            (d)             Experience
              of such Purchaser.
              Such
              Purchaser, either alone or together with its representatives, has such
              knowledge, sophistication and experience in business and financial
              matters so as
              to be capable of evaluating the merits and risks of the prospective
              investment
              in the Securities, and has so evaluated the merits and risks of such
              investment.
              Such Purchaser is able to bear the economic risk of an investment in
              the
              Securities and, at the present time, is able to afford a complete loss
              of such
              investment. 


            
              
                
                

              

              
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            (e)             General
              Solicitation.
              Such
              Purchaser is not purchasing the Securities as a result of any advertisement,
              article, notice or other communication regarding the Securities published
              in any
              newspaper, magazine or similar media or broadcast over television or
              radio or
              presented at any seminar or any other general solicitation or general
              advertisement. 

            


            (f)             SEC
              Reports and Risk Factors.
              Such
              Purchaser has read and reviewed the Company’s SEC Reports and the Risk Factors
              contained in the Prospectus dated November 2, 2005 and the Prospectus
              Supplement
              dated November 17, 2005 (which were part of Registration Nos. 333-115514,
              333-119065, 333-121052 and 333-122383 (the “Risk Factors”) and has had the
              opportunity to ask questions of Company representatives regarding the
              contents
              of such SEC Reports and the Risk Factors. Each Purchaser has relied
              on the SEC
              Reports and the Risk Factors in conjunction with its investment decision-making
              process.

            


            (g)             Certain
              Fees.
              Such
              Purchaser has not engaged or retained any broker, financial advisor
              or
              consultant, finder, placement agent, investment banker, bank or other
              Person and
              has not agreed to pay any commissions or other fees to any of the same
              with
              respect to the transactions contemplated by this Agreement. 

            


            ARTICLE
              IV 

            OTHER
              AGREEMENTS OF THE PARTIES 

            


            4.1             Transfer
              Restrictions.
              

            


            (a)             The
              Securities may only be disposed of in compliance with state and federal
              securities laws. In connection with any transfer of Securities other
              than
              pursuant to an effective registration statement or Rule 144, to the
              Company or
              in a non-sale transaction to an Affiliate of a Purchaser, the Company
              may
              require the transferor thereof to provide to the Company an opinion
              of counsel
              selected by the transferor and reasonably acceptable to the Company,
              the form
              and substance of which opinion shall be reasonably satisfactory to
              the Company,
              to the effect that such transfer does not require registration of such
              transferred Securities under the Securities Act. 

            


            (b)
              Each
              Purchaser, severally and not jointly with the other Purchasers, agrees
              to the
              imprinting, so long as is required by this Section 4.1(b), of the following
              legend on any certificate evidencing Securities: 

            


            THESE
              SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
              COMMISSION
              OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
              FROM
              REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
              ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
              AN
              EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
              TO AN
              AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
              REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
              STATE
              SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
              REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE
              OF WHICH
              SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY
              BE PLEDGED
              IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
              BY SUCH
              SECURITIES. 


            
              
                
                

              

              
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            The
              Company acknowledges and agrees that a Purchaser may from time to time
              pledge
              pursuant to a bona fide margin agreement or grant a security interest
              in some or
              all of the Securities to a financial institution that is an “accredited
              investor” as defined in Rule 501(a) under the Securities Act and, if required
              under the terms of such arrangement, such Purchaser may transfer pledged
              or
              secured Securities to the pledgees or secured parties. Such pledge
              or transfer
              would not be subject to approval of the Company and no legal opinion
              of legal
              counsel of the pledgee, secured party or pledgor shall be required
              in connection
              therewith. Further, no notice shall be required of such pledge. At
              the
              appropriate Purchaser’s expense, the Company will execute and deliver such
              reasonable documentation as a pledgee or secured party of Securities
              may
              reasonably request in connection with a pledge or transfer of the Securities,
              including the preparation and filing of any required prospectus supplement
              under
              Rule 424(b)(3) of the Securities Act or other applicable provision
              of the
              Securities Act to appropriately amend the list of Selling Stockholders
              thereunder. 

            


            (c)             The
              Company agrees that following such time as such legend is no longer
              required, it
              will, no later than three Trading Days following the delivery by a
              Purchaser to
              the Company or the Company’s transfer agent of a certificate representing the
              Shares, or the Warrant Shares, as applicable, issued with a restrictive
              legend
              (such third Trading Day, the “Legend Removal Date”), together with all necessary
              documentation relating to the legend removal request, deliver or cause
              to be
              delivered to such Purchaser a certificate representing such shares
              that is free
              from all restrictive and other legends. The Company may not make any
              notation on
              its records or give instructions to any transfer agent of the Company
              that
              enlarge the restrictions on transfer set forth in this Section. 

            


            4.2             Exercise
              Procedures.
              The
              form of Notice of Exercise included in the Warrants set forth the totality
              of
              the procedures required of the Purchasers in order to exercise the
              Warrants. No
              additional legal opinion or other information or instructions shall
              be required
              of the Purchasers to exercise their Warrants. The Company shall honor
              exercises
              of the Warrants and shall deliver Warrant Shares in accordance with
              the terms,
              conditions and time periods set forth in the Transaction Documents.
              


            
              
                
                

              

              
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            4.3             Securities
              Laws Disclosure; Publicity.
              The
              Company shall, by 8:30 a.m. Eastern time on the second Trading Day
              following the
              date of this Agreement, issue a press release or file a Current Report
              on Form
              8-K reasonably acceptable to each Purchaser disclosing all material
              terms of the
              transactions contemplated hereby. The Company and the Purchasers shall
              consult
              with each other in issuing any press releases with respect to the transactions
              contemplated hereby and neither the Company nor any Purchaser shall
              issue any
              such press release or otherwise make any such public statement without
              the prior
              consent of the Company, with respect to any press release of any Purchaser,
              with
              respect to any press release of the Company, which consent shall not
              unreasonably be withheld, except if such disclosure is required by
              law, in which
              case the disclosing party shall promptly provide the other party with
              prior
              notice of such public statement or communication. Notwithstanding the
              foregoing,
              other than in any registration statement filed pursuant to the Registration
              Rights Agreement and filings related thereto, the Company shall not
              publicly
              disclose the name of any Purchaser, or include the name of any Purchaser
              in any
              filing with the Commission or any regulatory agency or Trading Market,
              without
              the prior written consent of such Purchaser, except to the extent such
              disclosure is required by law or Trading Market regulations, in which
              case the
              Company shall provide each Purchaser with prior notice of such disclosure.
              

            


            4.4             Use
              of
              Proceeds.
              The
              Company shall use the net proceeds from the sale of the Shares hereunder
              for
              working capital purposes including poultry processing, seafood processing,
              UnifreshÔ
              Footbath
              concentrate
              and
UnifreshÔ
              Pen
              Spray concentrate and other products and/or businesses the Company
              deems
              necessary,
              and not
              for the satisfaction of any portion of the Company’s past due payables
              outstanding as of December 31, 2005 (other than payment of past due
              payables
              existing as of December 31, 2005 in an amount not to exceed $500,000),
              to redeem
              any Company equity or equity-equivalent securities or to settle any
              outstanding
              litigation. 

            


            4.5             Confidentiality.
              Each
              Purchaser agrees that he, she or it will keep confidential and will
              not
              disclose, divulge or use for any purpose other than to monitor his,
              her or its
              investment in the Company any confidential, proprietary or secret information
              which such Purchaser
              may obtain from the Company pursuant to financial statements, reports
              and other
              materials submitted by the Company to such Purchaser pursuant to this
              Agreement
              or otherwise (but not including the SEC Reports) (“Confidential Information”),
              unless such Confidential Information is known, or until such Confidential
              Information becomes known, to the public (other than as a result of
              a breach of
              this Section 4.5 by such Purchaser); provided,
              however,
              that a
              Purchaser may disclose Confidential Information (i) to his, her or its
              attorneys, accountants, consultants, and other professionals to the
              extent
              necessary to obtain their services in connection with monitoring his,
              her or its
              investment in the Company,
              or (ii)
              as may otherwise be required by law, provided that the Purchaser takes
              reasonable steps to minimize the extent of any such required
              disclosure. 

            


            4.6             Placement
              Agent.
              In
              consideration for services rendered by the Placement Agent in placing
              the
              Securities, the Company has agreed to pay the Placement Agent on each
              Closing
              Date a cash payment equal to six percent (6%) of the gross proceeds
              from the
              sale of the Securities at each such Closing sold pursuant to this Agreement
              and
              to issue to the Placement Agent on the last Closing Date a Warrant,
              in the form attached as Exhibit
              C,
              exercisable for shares of the Company’s Common Stock in an amount equal to six
              percent (6%) of the gross proceeds from the sale of the Securities
              divided by
              the Purchase Price, with an exercise price equal to $1.00, such exercise
              price
              and number of shares subject to adjustment from time to time as set
              forth in the
              form of Warrant, and exercisable immediately for a term of five (5)
              years.



            
              
                
                

              

              
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            4.7             Furnishing
              of Information.
              As
              long
              as any Purchaser owns Securities, the Company covenants to timely file
              (or
              obtain extensions in respect thereof and file within the applicable
              grace
              period) all reports required to be filed by the Company after the date
              hereof
              pursuant to the Exchange Act. 

            


            4.8             Additional
              Covenants of the Company.
              From
              and after the date hereof, the Company hereby covenants and agrees
              as
              follows:

            


            (a)             The
              Placement Agent shall have the opportunity to review any changes or
              modifications, if any, made to certain existing agreements of the Company,
              including but not limited to that certain Patent and Technology Sub-License
              Agreement dated July 15, 2005 by and among the Company, Tasker Products
              IP
              Holdings Corp. and Pharlo IP, LLC, that certain Exclusive Field of
              Use License
              Agreement and Product Sale Agreement dated September 16, 2004, as amended,
              by
              and among the Company, Wynn Starr Special Products, LLC, Pharlo Citrus
              Technologies, Inc., Pharlo IP, LLC and Indian River Labs, and certain
              Company
              employment agreements;

            


            (b)             The
              Company shall take all necessary actions, including preparation of
              proxy
              materials and solicitation of the Company’s shareholders in connection with the
              next scheduled annual meeting of shareholders, to seek shareholder
              approval to
              increase the size of the existing Board of Directors of the Company
              from five to
              seven members;

            


            (c)             The
              Company shall amend, if necessary, and as soon as reasonably practicable,
              the
              Prospectus dated November 2, 2005 and the Prospectus Supplement dated
              November
              17, 2005 (which were part of Registration Nos. 333-115514, 333-119065,
              333-121052 and 333-122383) and make the Prospectus and Prospectus Supplement
              available for use by the listed selling stockholders; and

            


            (d)             The
              Company shall take all actions necessary to appoint an individual selected
              by
              the Purchasers, and reasonably agreeable to the Company’s Board of Directors
              (the “Board”), to fill the existing vacancy on the Company’s Board, and to
              appoint such individual to serve on the Board’s compensation committee, and if
              so qualified, the audit committee. The Company further covenants and
              agrees that
              it will take all actions necessary to ensure that such individual will
              be
              included on the Company’s slate of Board nominees submitted for a shareholder
              vote at the Company’s next scheduled annual meeting of shareholders.


            


            (e)             The
              Company shall permit the Purchasers, acting by a majority vote, to
              designate a
              person to attend and observe (in person or telephonically) presentations
              to and
              matters before the Board; provided, however, that such designee shall
              remove
              himself or herself prior to any Board vote or taking of formal Board
              action, if
              such removal is requested by the Board. 


            
              
                
                

              

              
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            ARTICLE
              V 

            MISCELLANEOUS
              

            


            5.1             Fees
              and Expenses.
              The
              parties shall be responsible for their own legal and other expenses,
              if any, in
              connection with this transaction. 

            


            5.2             Entire
              Agreement.
              The
              Transaction Documents, together with the exhibits and schedules thereto,
              contain
              the entire understanding of the parties with respect to the subject
              matter
              hereof and supersede all prior agreements and understandings, oral
              or written,
              with respect to such matters, which the parties acknowledge have been
              merged
              into such documents, exhibits and schedules. 

            


            5.3             Notices.
              Any and
              all notices or other communications or deliveries required or permitted
              to be
              provided hereunder shall be in writing and shall be deemed given and
              effective
              on the earliest of (a) the date of transmission, if such notice or
              communication
              is delivered via facsimile at the facsimile number specified on the
              signature
              page attached hereto prior to 5:30 p.m. (Boston time) on a Trading
              Day and an
              electronic confirmation of delivery is received by the sender, (b)
              the next
              Trading Day after the date of transmission, if such notice or communication
              is
              delivered via facsimile at the facsimile number specified in this Section
              on a
              day that is not a Trading Day or later than 5:30 p.m. (Boston time)
              on any
              Trading Day, (c) the next Trading Day following the date of mailing,
              if sent by
              U.S. nationally recognized overnight courier service, or (d) upon actual
              receipt
              by the party to whom such notice is required to be given. The addresses
              for such
              notices and communications are those set forth on the signature pages
              hereof, or
              such other address as may be designated in writing hereafter, in the
              same
              manner, by such Person. 

            


            5.4             Amendments;
              Waivers.
              No
              provision of this Agreement may be waived or amended except in a written
              instrument signed by the Company and the Purchasers holding, together,
              a
              Majority of the Shares and Warrant Shares (assuming for such purpose
              the
              exercise or conversion of all outstanding Warrants into Warrant Shares).
              No
              waiver of any default with respect to any provision, condition or requirement
              of
              this Agreement shall be deemed to be a continuing waiver in the future
              or a
              waiver of any subsequent default or a waiver of any other provision,
              condition
              or requirement hereof, nor shall any delay or omission of either party
              to
              exercise any right hereunder in any manner impair the exercise of any
              such
              right. 

            


            5.5             Construction.
              The
              headings herein are for convenience only, do not constitute a part
              of this
              Agreement and shall not be deemed to limit or affect any of the provisions
              hereof. The language used in this Agreement will be deemed to be the
              language
              chosen by the parties to express their mutual intent, and no rules
              of strict
              construction will be applied against any party. 


            
              
                
                

              

              
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            5.6             Successors
              and Assigns.
              This
              Agreement shall be binding upon and inure to the benefit of the parties
              and
              their successors and permitted assigns. The Company may not assign
              this
              Agreement or any rights or obligations hereunder without the prior
              written
              consent of the Purchasers. Any Purchaser may assign its rights under
              this
              Agreement and the Registration Rights Agreement to any Person to whom
              such
              Purchaser assigns or transfers any Securities as long as such Purchaser
              provides
              prompt notice to the Company. 

            


            5.7             No
              Third-Party Beneficiaries.
              This
              Agreement is intended for the benefit of the parties hereto and their
              respective
              successors and permitted assigns and is not for the benefit of, nor
              may any
              provision hereof be enforced by, any other Person. 

            


            5.8             Governing
              Law; Venue; Waiver of Jury Trial.
              All
              questions concerning the construction, validity, enforcement and interpretation
              of the Transaction Documents shall be governed by and construed and
              enforced in
              accordance with the internal laws of the State of New York, without
              regard to
              the principles of conflicts of law thereof. Each party agrees that
              all legal
              proceedings concerning the interpretations, enforcement and defense
              of the
              transactions contemplated by this Agreement and any other Transaction
              Documents
              (whether brought against a party hereto or its respective affiliates,
              directors,
              officers, shareholders, employees or agents) shall be commenced exclusively
              in
              the state and federal courts sitting in the City of New York. Each
              party hereby
              irrevocably submits to the exclusive jurisdiction of the state and
              federal
              courts sitting in the City of New York, Borough of Manhattan, for the
              adjudication of any dispute hereunder or in connection herewith or
              with any
              transaction contemplated hereby or discussed herein (including with
              respect to
              the enforcement of any of the Transaction Documents), and hereby irrevocably
              waives, and agrees not to assert in any suit, action or proceeding,
              any claim
              that it is not personally subject to the jurisdiction of any such court,
              that
              such suit, action or proceeding is improper or inconvenient venue for
              such
              proceeding. Each party hereby irrevocably waives personal service of
              process and
              consents to process being served in any such suit, action or proceeding
              by
              mailing a copy thereof via registered or certified mail or overnight
              delivery
              (with evidence of delivery) to such party at the address in effect
              for notices
              to it under this Agreement and agrees that such service shall constitute
              good
              and sufficient service of process and notice thereof. Nothing contained
              herein
              shall be deemed to limit in any way any right to serve process in any
              manner
              permitted by law. The parties hereby waive all rights to a trial by
              jury. If
              either party shall commence an action or proceeding to enforce any
              provisions of
              the Transaction Documents, then the prevailing party in such action
              or
              proceeding shall be reimbursed by the other party for its attorneys'
              fees and
              other costs and expenses incurred with the investigation, preparation
              and
              prosecution of such action or proceeding. 


            
              
                
                

              

              
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            5.9              
              Survival.
              The
              representations and warranties contained herein shall survive the Closing
              and
              the delivery, exercise of the Securities, as applicable for the applicable
              statue of limitations. 

            


            5.10             Execution.
              This
              Agreement may be executed in two or more counterparts, all of which
              when taken
              together shall be considered one and the same agreement and shall become
              effective when counterparts have been signed by each party and delivered
              to the
              other party, it being understood that both parties need not sign the
              same
              counterpart. In the event that any signature is delivered by facsimile
              transmission, such signature shall create a valid and binding obligation
              of the
              party executing (or on whose behalf such signature is executed) such
              document
              with the same force and effect as if such facsimile signature page
              were an
              original thereof. 

            


            5.11             Severability.
              If any
              provision of this Agreement is held to be invalid or unenforceable
              in any
              respect, the validity and enforceability of the remaining terms and
              provisions
              of this Agreement shall not in any way be affected or impaired thereby
              and the
              parties will attempt to agree upon a valid and enforceable provision
              that is a
              reasonable substitute therefore, and upon so agreeing, shall incorporate
              such
              substitute provision in this Agreement. 

            


            5.12             Replacement
              of Securities.
              If any
              certificate or instrument evidencing any Securities is mutilated, lost,
              stolen
              or destroyed, the Company shall issue or cause to be issued in exchange
              and
              substitution for and upon cancellation thereof, or in lieu of and substitution
              therefor, a new certificate or instrument, but only upon receipt of
              evidence
              reasonably satisfactory to the Company of such loss, theft or destruction
              and
              customary and reasonable indemnity including without limitation, an
              affidavit of
              loss executed by the Purchaser, if requested. 

            


            5.13             Independent
              Nature of Purchasers’ Obligations and Rights.
              The
              obligations of each Purchaser under any Transaction Document are several
              and not
              joint with the obligations of any other Purchaser, and no Purchaser
              shall be
              responsible in any way for the performance of the obligations of any
              other
              Purchaser under any Transaction Document. Nothing contained herein
              or in any
              Transaction Document, and no action taken by any Purchaser pursuant
              thereto,
              shall be deemed to constitute the Purchasers as a partnership, an association,
              a
              joint venture or any other kind of entity, or create a presumption
              that the
              Purchasers are in any way acting in concert or as a group with respect
              to such
              obligations or the transactions contemplated by the Transaction Documents.
              Each
              Purchaser shall be entitled to independently protect and enforce its
              rights,
              including without limitation, the rights arising out of this Agreement
              or out of
              the other Transaction Documents, and it shall not be necessary for
              any other
              Purchaser to be joined as an additional party in any proceeding for
              such
              purpose. Each Purchaser has been represented by its own separate legal
              counsel
              in their review and negotiation of the Transaction Documents. The Company
              has
              elected to provide all Purchasers with the same terms and Transaction
              Documents
              for the convenience of the Company and not because it was required
              or requested
              to do so by the Purchasers.


            
              
                
                

              

              
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            (Signature
              Pages Follow)

            



            
              
                
                

              

              
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                  21 -

                
                  

                

              

              
                
                

              

            


            IN
              WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
              Agreement to be duly executed by their respective authorized signatories
              as of
              the date first indicated above.

             

            
              	
                      TASKER
                        CAPITAL CORP.

                    	 	
                      Address
                        for Notice:

                    
	 	 	 
	
                      By:
                        /s/ JAMES BURNS

                    	 	
                      39
                        Old Ridgebury Road

                    
	
                      Name:
                        JAMES BURNS

                    	 	
                      Danbury,
                        CT 06811

                    
	
                      Title:
                        EVP

                    	 	
                      203.730.4350
                        (phone)

                    
	 	 	
                      203.730.4341
                        (fax)

                    
	 	 	 
	 	 	 
	
                      With
                        a copy to (which shall not constitute notice):

                    	 	 
	 	 	 
	
                      Joseph
                        C. Marrow, Esq.

                    	 	 
	
                      Morse,
                        Barnes-Brown & Pendleton, P.C.

                    	 	 
	
                      Reservoir
                        Place 

                    	 	 
	
                      1601
                        Trapelo Road, Suite 205

                    	 	 
	
                      Waltham,
                        MA 02451 

                    	 	 
	
                      781.622.5930
                        (phone)

                    	 	 
	
                      781.622.5933
                        (fax)

                    	 	 
	 	 	 
	
                      PLACEMENT
                        AGENT

                    	 	 
	 	 	 
	
                      EMERGING
                        GROWTH EQUITIES, LTD.

                    	 	
                      Address
                        for Notice:

                    
	 	 	 
	
                      By:
                        /s/ GREGORY J. BERLACHER

                    	 	
                      Parkview
                        Tower

                    
	
                      Name:
                        GREGORY J. BERLACHER

                    	 	
                      1150
                        First Ave., Suite 600

                    
	
                      Title: PRESIDENT
                        & CEO

                    	 	
                      King
                        of Prussia, PA 19406

                    
	 	 	
                      Attn:
                        Gregory J. Berlacher

                    


            

            

              
                
                  
                  

                

                
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            [PURCHASER
              SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] 

            


            IN
              WITNESS WHEREOF, the undersigned have caused this Securities Purchase
              Agreement
              to be duly executed by their respective authorized signatories as of
              the date
              first indicated above. 

            


            Name
              of
              Investing Entity or Individual:___________________________________________
              

            


            Signature
              of Authorized Signatory of Investing Entity: ___________________________
              

            Name
              of
              Authorized Signatory if not an Individual:___________________________
              

            Title
              of
              Authorized Signatory if not an Individual____________________________
              

            Email
              Address of Authorized Entity or
              Individual:___________________________

            


            Address
              for Notice of Investing Entity or Individual: 

             

             

             

            Address
              for Delivery of Securities for Investing Entity or Individual (if not
              same as
              above): 

            


            Subscription
              Amount: 

            Shares:
              


            Warrant
              Shares: 


            EIN
              or
              SSN Number:
              [PROVIDE THIS UNDER SEPARATE COVER] 

            


            [SIGNATURE
              PAGES CONTINUE] 

            



            
              
                
                

              

              
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