NEITHER
          THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
          HAVE
          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"), OR ANY STATE
          SECURITIES LAWS 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. THIS SECURITY MAY BE PLEDGED
          IN
          CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
          OR
          OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR"
          AS
          DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. 

         

        FORM
          OF

        COMMON
          STOCK PURCHASE WARRANT

        


        To
          Purchase __________ Shares of Common Stock of

        


        TASKER
          CAPITAL CORP.

        


        January
          26, 2006

        


        THIS
          COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value
          received, _____________ (the “Holder”), is entitled, upon the terms and subject
          to the limitations on exercise and the conditions hereinafter set forth,
          at any
          time on or after the date of this Warrant and on or prior to the fifth
          anniversary of the date of this Warrant (the “Termination Date”) but not
          thereafter, to subscribe for and purchase from Tasker Capital Corp., a
          Nevada
          corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of
          the Common Stock, par value $0.001 per share, of the Company (the “Common
          Stock”). The purchase price of one share of Common Stock (the “Exercise Price”)
          under this Warrant shall be US $1.00. The Exercise Price and the number
          of
          Warrant Shares for which the Warrant is exercisable shall be subject to
          adjustment as provided herein. Capitalized terms used and not otherwise
          defined
          herein shall have the meanings set forth in that certain Securities Purchase
          Agreement (the “Purchase Agreement”), dated as of January 26, 2006, among the
          Company, the Placement Agent and the Purchaser parties signatory thereto.
          

        
          
            
            

          

          
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              1
              -

            
              

            

          

          
            
            

          

        

        


        1.             Title
          to Warrant.
           Prior
          to
          the Termination Date and subject to compliance with applicable laws, including
          transfer restrictions imposed by applicable securities laws, and Section
          7 of
          this Warrant, this Warrant and all rights hereunder are transferable, in
          whole
          or in part, at the office or agency of the Company by the Holder in person
          or by
          duly authorized attorney, upon surrender of this Warrant together with
          the
          Assignment Form annexed hereto properly endorsed. The transferee shall
          sign an
          investment letter in form and substance reasonably satisfactory to the
          Company.


        


        2             Authorization
          of Shares.
           The
          Company covenants that all Warrant Shares, which may be issued upon the
          exercise
          of the purchase rights represented by this Warrant in accordance with the
          terms
          of this Warrant, including the payment of the exercise price for such Warrant
          Shares, will, upon exercise of the purchase rights represented by this
          Warrant,
          be duly authorized, validly issued, fully paid and nonassessable and free
          from
          all taxes, liens and charges in respect of the issue thereof (other than
          taxes
          in respect of any transfer occurring contemporaneously with such issue).
          

        


        3.             Exercise
          of Warrant.
          

        


        (a)
                       Exercise
          of the purchase rights represented by this Warrant may be made at any time
          or
          times on or after the Initial Exercise Date and on or before the Termination
          Date by delivery to the Company of a duly executed Notice of Exercise Form
          annexed hereto (or such other office or agency of the Company as it may
          designate by notice in writing to the registered Holder at the address
          of such
          Holder appearing on the books of the Company) and surrender of this Warrant,
          together with payment of the aggregate Exercise Price of the shares thereby
          purchased by wire transfer or cashier’s check drawn on a United States bank in
          immediately available funds. Certificates for shares purchased hereunder
          shall
          be delivered to the Holder within five (5) Trading Days from the delivery
          to the
          Company of the Notice of Exercise Form, surrender of this Warrant and payment
          of
          the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).
          This Warrant shall be deemed to have been exercised on the later of the
          date the
          Notice of Exercise is delivered to the Company and the date the Exercise
          Price
          is received by the Company. The Warrant Shares shall be deemed to have
          been
          issued, and Holder or any other person so designated to be named therein
          shall
          be deemed to have become a holder of record of such shares for all purposes,
          as
          of the date the Warrant has been exercised by payment to the Company of
          the
          Exercise Price and all taxes required to be paid by the Holder, if any,
          pursuant
          to Section 5 prior to the issuance of such shares, have been paid. If the
          Company fails to deliver to the Holder a certificate or certificates
          representing the Warrant Shares pursuant to this Section 3(a) by the end
          of
          business (New York, New York time) on the fifth Trading Day following the
          Warrant Share Delivery Date, then the Holder will have the right to rescind
          such
          exercise. Nothing herein shall limit a Holder's right to pursue any other
          remedies available to it hereunder, at law or in equity including, without
          limitation, a decree of specific performance and/or injunctive relief with
          respect to the Company's failure to timely deliver certificates representing
          shares of Common Stock upon exercise of the Warrant as required pursuant
          to the
          terms hereof. 

        
          
            
            

          

          
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        (b)
                       If
          this Warrant shall have been exercised in part, the Company shall, at the
          time
          of delivery of the certificate or certificates representing Warrant Shares,
          deliver to Holder a new Warrant evidencing the rights of Holder to purchase
          the
          unpurchased Warrant Shares called for by this Warrant, which new Warrant
          shall
          in all other respects be identical with this Warrant. 

        


        (c)
                       If
          at any time after one year from the date of issuance of this Warrant there
          is no
          effective Registration Statement registering the resale of the Warrant
          Shares by
          the Holder at such time, this Warrant may also be exercised at such time
          by
          means of a “cashless exercise” in which the Holder shall be entitled to receive
          a certificate for the number of Warrant Shares equal to the quotient obtained
          by
          dividing [(A-B) (X)] by (A), where: 

        


        (A)
          = the
          VWAP on the Trading Day immediately preceding the date of such election;
          

        


        (B)
          = the
          Exercise Price of this Warrant, as adjusted; and 

        


        (X)
          = the
          number of Warrant Shares issuable upon exercise of this Warrant in accordance
          with the terms of this Warrant by means of a cash exercise rather than
          a
          cashless exercise. 

        


        “VWAP”
          shall mean, for any date, the price determined by the first of the following
          clauses that applies: (a) if the Common Stock is then listed or quoted
          on a
          Trading Market, the daily volume weighted average price of the Common Stock
          for
          such date (or the nearest preceding date) on the Trading Market on which
          the
          Common Stock is then listed or quoted as reported by Bloomberg Financial
          L.P.
          (based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern
          Time);
          (b) if the Common Stock is not then listed or quoted on a Trading Market
          and if
          prices for the Common Stock are then reported in the “Pink Sheets” published by
          the National Quotation Bureau Incorporated (or a similar organization or
          agency
          succeeding to its functions of reporting prices), the most recent bid price
          per
          share of the Common Stock so reported; or (c) in all other cases, the fair
          market value of a share of Common Stock as determined by an independent
          appraiser selected in good faith by the Purchasers and reasonably acceptable
          to
          the Company.

        


        4.
                       No
          Fractional Shares or Scrip.
           No
          fractional shares or scrip representing fractional shares shall be issued
          upon
          the exercise of this Warrant. As to any fraction of a share which Holder
          would
          otherwise be entitled to purchase upon such exercise, the Company shall
          pay a
          cash adjustment in respect of such final fraction in an amount equal to
          such
          fraction multiplied by the Exercise Price.

         

        5.
                       Charges,
          Taxes and Expenses.
           Issuance
          of certificates for Warrant Shares shall be made without charge to the
          Holder
          for any issue or transfer tax or other incidental expense in respect of
          the
          issuance of such certificate, all of which taxes and expenses shall be
          paid by
          the Company, and such certificates shall be issued in the name of the Holder
          or
          in such name or names as may be directed by the Holder; provided, however,
          that
          in the event certificates for Warrant Shares are to be issued in a name
          other
          than the name of the Holder, this Warrant when surrendered for exercise
          shall be
          accompanied by the Assignment Form attached hereto duly executed by the
          Holder;
          and the Company may require, as a condition thereto, the payment of a sum
          sufficient to reimburse it for any transfer tax incidental thereto.


        
          
            
            

          

          
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        6.
                       Closing
          of Books.
           The
          Company will not close its stockholder books or records in any manner which
          prevents the timely exercise of this Warrant, pursuant to the terms hereof.
          

        


        7.
                       Transfer,
          Division and Combination.
          

        


        (a)
                       Subject
          to compliance with any applicable securities laws and the conditions set
          forth
          in Sections 1 and 7(e) hereof and to the provisions of Section 4.1 of the
          Purchase Agreement, this Warrant and all rights hereunder are transferable,
          in
          whole or in part, upon surrender of this Warrant at the principal office
          of the
          Company, together with a written assignment of this Warrant substantially
          in the
          form attached hereto duly executed by the Holder or its agent or attorney
          and
          funds sufficient to pay any transfer taxes payable upon the making of such
          transfer. Upon such surrender and, if required, such payment, the Company
          shall
          execute and deliver a new Warrant or Warrants in the name of the assignee
          or
          assignees and in the denomination or denominations specified in such instrument
          of assignment, and shall issue to the assignor a new Warrant evidencing
          the
          portion of this Warrant not so assigned, and this Warrant shall promptly
          be
          cancelled. A Warrant, if properly assigned, may be exercised by a new holder
          for
          the purchase of Warrant Shares without having a new Warrant issued.


        


        (b)
                       This
          Warrant may be divided or combined with other Warrants upon presentation
          hereof
          at the aforesaid office of the Company, together with a written notice
          specifying the names and denominations in which new Warrants are to be
          issued,
          signed by the Holder or its agent or attorney. Subject to compliance with
          Section 7(a), as to any transfer which may be involved in such division
          or
          combination, the Company shall execute and deliver a new Warrant or Warrants
          in
          exchange for the Warrant or Warrants to be divided or combined in accordance
          with such notice. 

        


        (c)
                       The
          Company shall prepare, issue and deliver at its own expense (other than
          transfer
          taxes) the new Warrant or Warrants under this Section 7. 

        


        (d)
                       The
          Company agrees to maintain, at its aforesaid office, books for the registration
          and the registration of transfer of the Warrants. 

        


        (e)
                       The
          Company may require, as a condition of allowing such transfer (i) that
          the
          Holder or transferee of this Warrant, as the case may be, furnish to the
          Company
          a written opinion of counsel (which opinion shall be in form, substance
          and
          scope customary for opinions of counsel in comparable transactions) to
          the
          effect that such transfer may be made without registration under the Securities
          Act and under applicable state securities or blue sky laws, (ii) that the
          holder
          or transferee execute and deliver to the Company an investment letter in
          form
          and substance acceptable to the Company and (iii) that the transferee be
          an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
          Act or a qualified institutional buyer as defined in Rule 144A(a) under
          the
          Securities Act.

         

        
          
            
            

          

          
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              4
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        8.
                       No
          Rights as Shareholder until Exercise.
           This
          Warrant does not entitle the Holder to any voting rights or other rights
          as a
          shareholder of the Company prior to the exercise hereof. Upon the surrender
          of
          this Warrant and the payment of the aggregate Exercise Price (or by means
          of a
          cashless exercise), the Warrant Shares so purchased shall be and be deemed
          to be
          issued to such Holder as the record owner of such shares as of the close
          of
          business on the later of the date of such surrender or payment. 

        


        9.
                       Loss,
          Theft, Destruction or Mutilation of Warrant.
           The
          Company covenants that upon receipt by the Company of evidence reasonably
          satisfactory to it of the loss, theft, destruction or mutilation of this
          Warrant
          or any stock certificate relating to the Warrant Shares, and in case of
          loss,
          theft or destruction, of indemnity or security reasonably satisfactory
          to it
          (which, in the case of the Warrant, shall not include the posting of any
          bond),
          and upon surrender and cancellation of such Warrant or stock certificate,
          if
          mutilated, the Company will make and deliver a new Warrant or stock certificate
          of like tenor and dated as of such cancellation, in lieu of such Warrant
          or
          stock certificate. 

        


        10.
                       Saturdays,
          Sundays, Holidays, etc.
           If
          the
          last or appointed day for the taking of any action or the expiration of
          any
          right required or granted herein shall be a Saturday, Sunday or a legal
          holiday,
          then such action may be taken or such right may be exercised on the next
          succeeding day not a Saturday, Sunday or legal holiday. 

        


        11.
                       Adjustments
          of Exercise Price and Number of Warrant Shares.
           The
          number and kind of securities purchasable upon the exercise of this Warrant
          and
          the Exercise Price shall be subject to adjustment from time to time upon
          the
          happening of any of the following: in case the Company shall (i) pay a
          dividend
          in shares of Common Stock or make a distribution in shares of Common Stock
          to
          holders of its outstanding Common Stock; (ii) subdivide its outstanding
          shares
          of Common Stock into a greater number of shares; (iii) combine its outstanding
          shares of Common Stock into a smaller number of shares of Common Stock;
          or (iv)
          issue any shares of its capital stock in a reclassification of the Common
          Stock,
          then the number of Warrant Shares purchasable upon exercise of this Warrant
          immediately prior thereto shall be adjusted so that the Holder shall be
          entitled
          to receive the kind and number of Warrant Shares or other securities of
          the
          Company which it would have owned or have been entitled to receive had
          such
          Warrant been exercised in advance thereof. Upon each such adjustment of
          the kind
          and number of Warrant Shares or other securities of the Company which are
          purchasable hereunder, the Holder shall thereafter be entitled to purchase
          the
          number of Warrant Shares or other securities resulting from such adjustment
          at
          an Exercise Price per Warrant Share or other security obtained by multiplying
          the Exercise Price in effect immediately prior to such adjustment by the
          number
          of Warrant Shares purchasable pursuant hereto immediately prior to such
          adjustment and dividing by the number of Warrant Shares or other securities
          of
          the Company that are purchasable pursuant hereto immediately after such
          adjustment. An adjustment made pursuant to this paragraph shall become
          effective
          immediately after the effective date of such event retroactive to the record
          date, if any, for such event. 

        
          
            
            

          

          
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              5
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        12.
                       Reorganization,
          Reclassification, Merger, Consolidation or Disposition of Assets.
           In
          case
          the Company shall reorganize its capital, reclassify its capital stock,
          consolidate or merge with or into another corporation (where the Company
          is not
          the surviving corporation or where there is a change in or distribution
          with
          respect to the Common Stock of the Company), or sell, transfer or otherwise
          dispose of its property, assets or business to another corporation and,
          pursuant
          to the terms of such reorganization, reclassification, merger, consolidation
          or
          disposition of assets, shares of common stock of the successor or acquiring
          corporation, or any cash, shares of stock or other securities or property
          of any
          nature whatsoever (including warrants or other subscription or purchase
          rights)
          in addition to or in lieu of common stock of the successor or acquiring
          corporation (“Other Property”), are to be received by or distributed to the
          holders of Common Stock of the Company, then, from and after the consummation
          of
          such transaction or event, the Holder shall have the right thereafter to
          receive, instead of the Warrant Shares, at the sole option of the Holder,
          (a)
          upon exercise of this Warrant, the number of shares of Common Stock of
          the
          successor or acquiring corporation or of the Company, if it is the surviving
          corporation, and Other Property receivable upon or as a result of such
          reorganization, reclassification, merger, consolidation or disposition
          of assets
          by a Holder of the number of shares of Common Stock for which this Warrant
          is
          exercisable immediately prior to such event or (b) cash equal to the value
          of
          this Warrant as determined in accordance with the Black-Scholes option
          pricing
          formula. For purposes of this Section 12, “common stock of the successor or
          acquiring corporation” shall include stock of such corporation of any class
          which is not preferred as to dividends or assets over any other class of
          stock
          of such corporation and which is not subject to redemption and shall also
          include any evidences of indebtedness, shares of stock or other securities
          which
          are convertible into or exchangeable for any such stock, either immediately
          or
          upon the arrival of a specified date or the happening of a specified event
          and
          any warrants or other rights to subscribe for or purchase any such stock.
          The
          foregoing provisions of this Section 12 shall similarly apply to successive
          reorganizations, reclassifications, mergers, consolidations or disposition
          of
          assets. 

        


        13.
                       Notice
          of Adjustment.
           Whenever
          the number of Warrant Shares or number or kind of securities or other property
          purchasable upon the exercise of this Warrant or the Exercise Price is
          adjusted,
          as herein provided, the Company shall give notice thereof to the Holder,
          which
          notice shall state the number of Warrant Shares (and other securities or
          property) purchasable upon the exercise of this Warrant and the Exercise
          Price
          of such Warrant Shares (and other securities or property) after such adjustment,
          setting forth a brief statement of the facts requiring such adjustment
          and
          setting forth the computation by which such adjustment was made. 

        
          
            
            

          

          
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        14.           Notice
          of Corporate Action.
           If
          at any
          time:

         

        (a)
                       the
          Company shall take a record of the holders of its Common Stock for the
          purpose
          of entitling them to receive a dividend or other distribution, or 

        


        (b)
                       there
          shall be any capital reorganization of the Company, any reclassification
          or
          recapitalization of the capital stock of the Company or any consolidation
          or
          merger of the Company with, or any sale, transfer or other disposition
          of all or
          substantially all the property, assets or business of the Company to, another
          corporation or, 

        


        (c)
                       there
          shall be a voluntary or involuntary dissolution, liquidation or winding
          up of
          the Company; 

        


        then,
          in
          any one or more of such cases, the Company shall give to Holder (i) prior
          written notice of the date on which a record date shall be selected for
          such
          dividend or distribution or for determining rights to vote in respect of
          any
          such reorganization, reclassification, merger, consolidation, sale, transfer,
          disposition, liquidation or winding up, and (ii) in the case of any such
          reorganization, reclassification, merger, consolidation, sale, transfer,
          disposition, dissolution, liquidation or winding up, prior written notice
          of the
          date when the same shall take place. Such notice in accordance with the
          foregoing clause also shall specify (i) the date on which the holders of
          Common
          Stock shall be entitled to any such dividend or distribution, and the amount
          and
          character thereof, and (ii) the date on which any such reorganization,
          reclassification, merger, consolidation, sale, transfer, disposition,
          dissolution, liquidation or winding up is to take place and the time, if
          any
          such time is to be fixed, as of which the holders of Common Stock shall
          be
          entitled to exchange their Warrant Shares for securities or other property
          deliverable upon such disposition, dissolution, liquidation or winding
          up. Each
          such written notice shall be sufficiently given if addressed to Holder
          at the
          last address of Holder appearing on the books of the Company and delivered
          in
          accordance with Section 16(d). 

        


        15.           Authorized
          Shares.
           The
          Company covenants that during the period the Warrant is outstanding, it
          will
          reserve from its authorized and unissued Common Stock a sufficient number
          of
          shares to provide for the issuance of the Warrant Shares upon the exercise
          of
          any purchase rights under this Warrant. The Company further covenants that
          its
          issuance of this Warrant shall constitute full authority to its officers
          who are
          charged with the duty of executing stock certificates to execute and issue
          the
          necessary certificates for the Warrant Shares upon the exercise of the
          purchase
          rights under this Warrant. The Company will take all such reasonable action
          as
          may be necessary to assure that such Warrant Shares may be issued as provided
          herein without violation of any applicable law or regulation, or of any
          requirements of the Trading Market upon which the Common Stock may be listed.
          

        


        Except
          and to the extent as waived or consented to by the Holder, the Company
          shall not
          by any action, including, without limitation, amending its certificate
          of
          incorporation or through any reorganization, transfer of assets, consolidation,
          merger, dissolution, issue or sale of securities or any other voluntary
          action,
          avoid or seek to avoid the observance or performance of any of the terms
          of this
          Warrant, but will at all times in good faith assist in the carrying out
          of all
          such terms and in the taking of all such actions as may be necessary or
          appropriate to protect the rights of Holder as set forth in this Warrant
          against
          impairment. Without limiting the generality of the foregoing, the Company
          will
          (a) not increase the par value of any Warrant Shares above the amount payable
          therefore upon such exercise immediately prior to such increase in par
          value,
          (b) take all such action as may be necessary or appropriate in order that
          the
          Company may validly and legally issue fully paid and nonassessable Warrant
          Shares upon the exercise of this Warrant, and (c) use commercially reasonable
          efforts to obtain all such authorizations, exemptions or consents from
          any
          public regulatory body having jurisdiction thereof as may be necessary
          to enable
          the Company to perform its obligations under this Warrant. 

        
          
            
            

          

          
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        Before
          taking any action which would result in an adjustment in the number of
          Warrant
          Shares for which this Warrant is exercisable or in the Exercise Price,
          the
          Company shall obtain all such authorizations or exemptions thereof, or
          consents
          thereto, as may be necessary from any public regulatory body or bodies
          having
          jurisdiction thereof. 

        


        16.           Miscellaneous.
          

        


        (a)
                       Jurisdiction.
           All
          questions concerning the construction, validity, enforcement and interpretation
          of this Warrant shall be determined in accordance with the provisions of
          the
          Purchase Agreement relating to the same. 

        


        (b)
                       Restrictions.
           The
          Holder acknowledges that the Warrant Shares acquired upon the exercise
          of this
          Warrant, if not registered for resale, will have restrictions upon resale
          imposed by state and federal securities laws. 

        


        (c)
                       Nonwaiver
          and Expenses.
           No
          course
          of dealing or any delay or failure to exercise any right hereunder on the
          part
          of Holder shall operate as a waiver of such right or otherwise prejudice
          Holder’s rights, powers or remedies, notwithstanding all rights hereunder
          terminate on the Termination Date. If the Company willfully and knowingly
          fails
          to comply with any provision of this Warrant, which results in any material
          damages to the Holder, the Company shall pay to Holder such amounts as
          shall be
          sufficient to cover any costs and expenses including, but not limited to,
          reasonable attorneys’ fees, including those of appellate proceedings, incurred
          by Holder in collecting any amounts due pursuant hereto or in otherwise
          enforcing any of its rights, powers or remedies hereunder. 

        


        (d)
                       Notices.
           Any
          notice, request or other document required or permitted to be given or
          delivered
          to the Holder by the Company shall be delivered in accordance with the
          notice
          provisions of the Purchase Agreement. 

        


        (e)
                       Limitation
          of Liability.
           No
          provision hereof, in the absence of any affirmative action by Holder to
          exercise
          this Warrant or purchase Warrant Shares, and no enumeration herein of the
          rights
          or privileges of Holder, shall give rise to any liability of Holder for
          the
          purchase price of any Common Stock or as a stockholder of the Company,
          whether
          such liability is asserted by the Company or by creditors of the Company.
          

        
          
            
            

          

          
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              8
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        (f)
                       Successors
          and Assigns.
           Subject
          to applicable securities laws, this Warrant and the rights and obligations
          evidenced hereby shall inure to the benefit of and be binding upon the
          successors of the Company and the successors and permitted assigns of Holder.
          The provisions of this Warrant are intended to be for the benefit of all
          Holders
          from time to time of this Warrant and shall be enforceable by any such
          Holder or
          holder of Warrant Shares. 

        


        (g)
                       Amendment.
           This
          Warrant may be modified or amended or the provisions hereof waived with
          the
          written consent of the Company and the Holder. 

        


        (h)
                       Severability.
           Wherever
          possible, each provision of this Warrant shall be interpreted in such manner
          as
          to be effective and valid under applicable law, but if any provision of
          this
          Warrant shall be prohibited by or invalid under applicable law, such provision
          shall be ineffective to the extent of such prohibition or invalidity, without
          invalidating the remainder of such provisions or the remaining provisions
          of
          this Warrant. 

        


        (i)
                       Headings.
           The
          headings used in this Warrant are for the convenience of reference only
          and
          shall not, for any purpose, be deemed a part of this Warrant. 

        


        


        


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        IN
          WITNESS WHEREOF, the Company has caused this Warrant to be executed by
          its
          officer thereunto duly authorized. 

        


        


        Dated:
          January 26, 2006

         

        TASKER
          CAPITAL CORP. 

        


        By:__________________________________________
          

        


        Name:
          

        Title:
          

        


        



        
          
            
            

          

          
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        NOTICE
          OF EXERCISE

        


        


        To:          Tasker
          Capital Corp.

        


        (1)
                       The
          undersigned hereby elects to purchase ________ Warrant Shares of the Company
          pursuant to the terms of the attached Warrant (only if exercised in full),
          and
          tenders herewith payment of the exercise price in full, together with all
          applicable transfer taxes, if any. 

        


        (2)
                       Payment
          shall take the form of (check applicable box): 

        


        [
          ]
             in
          lawful money of the United States; or 

        


        [
          ]
             the
          cancellation of such number of Warrant Shares as is necessary, in accordance
          with the formula set forth in subsection 3(c), to exercise this Warrant
          with
          respect to the maximum number of Warrant Shares purchasable pursuant to
          the
          cashless exercise procedure set forth in subsection 3(c). 

        


        (3)
                       Please
          issue a certificate or certificates representing said Warrant Shares in
          the name
          of the undersigned or in such other name as is specified below: 

        


        
          
            

          

        

        


        The
          Warrant Shares shall be delivered to the following: 

        
          


          
            
              

            

             

          

          
            
              
                

              

            

          

          
            
               

              
                

              

            

          

           

          
            
              
                

              

            

          

        

         

        (4)
                       Accredited
          Investor.
           The
          undersigned is an “accredited investor” as defined in Regulation D under the
          Securities Act of 1933, as amended. 

        


        [PURCHASER]
          

        


        


        By:
          ___________________________ 

        Name:
          

        Title:
          

        


        Dated:
          ________________________ 


        
          
            
            

          

          
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        ASSIGNMENT
          FORM

        


        (To
          assign the foregoing warrant, execute this form and supply required information.
          Do not
          use
          this form to exercise the warrant.)

        


        FOR
          VALUE
          RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
          assigned to _______________________________________________ whose address
          is
          _________________________________________________________. 

        


        


        
          	 	 	 	
                  Dated:
                    ______________, _______ 

                
	 	 	 	 
	 	
                  Holder’s
                    Signature

                	 	
                  ____________________________

                
	 	 	 	 
	 	
                  Holder’s
                    Address:

                	 	
                  ____________________________
                    

                
	 	 	 	
                  ____________________________

                
	 	 	 	
                  ____________________________

                


        

        


        Signature
          Guaranteed: ___________________________________________ 

        


        NOTE:
          The
          signature to this Assignment Form must correspond with the name as it appears
          on
          the face of the Warrant, without alteration or enlargement or any change
          whatsoever, and must be guaranteed by a bank or trust company. Officers
          of
          corporations and those acting in a fiduciary or other representative capacity
          should file proper evidence of authority to assign the foregoing Warrant.
          

         

        
          
            
            

          

          
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