REGISTRATION
        RIGHTS AGREEMENT 

      


      This
        Registration Rights Agreement (this “Agreement”) is made and entered into as of
        January 26, 2006, by and among Tasker Capital Corp., a Nevada corporation
        (the
“Company”), and the purchasers signatory hereto (each such purchaser, a
“Purchaser” and collectively, the “Purchasers”). 

      


      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof among the Company and the Purchasers (the “Purchase Agreement”).


      


      The
        Company and the Purchasers hereby agree as follows: 

      


      1.             Definitions 

      


      Capitalized
        terms used and not otherwise defined herein that are defined in the Purchase
        Agreement shall have the meanings given such terms in the Purchase Agreement.
        As
        used in this Agreement, the following terms shall have the following meanings:
        

      


      “Effectiveness
        Date” means, with respect to any Registration Statement required to be filed
        hereunder, the six-month anniversary of the Filing Date.

      


      “Effectiveness
        Period” shall have the meaning set forth in Section 2(a). 

      


      “Filing
        Date” means, with respect to the initial Registration Statement required to be
        filed hereunder, the 90th
        calendar
        day following the Initial Closing Date and, with respect to any additional
        Registration Statements which may be required to be filed pursuant to Section
        3(c), the 30th
        day
        following the date on which the Company first knows, or reasonably should
        have
        known, that such additional Registration Statement is required hereunder.
        

      


      “Holder”
        or “Holders” means the holder or holders, as the case may be, from time to time
        of Registrable Securities. 

      


      “Indemnified
        Party” shall have the meaning set forth in Section 5(c) hereof. 

      


      “Indemnifying
        Party” shall have the meaning set forth in Section 5(c) hereof. 

      


      “Losses”
        shall have the meaning set forth in Section 5(a). 

      


      “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. 

        
          
            
            

          

          
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      “Prospectus”
        means the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus. 

      


      “Registrable
        Securities” means (i) all of the Shares, (ii) all Warrant Shares, and (iii) any
        securities issued or issuable upon any stock split, dividend or other
        distribution recapitalization or similar event with respect to the foregoing,
        but does not include Shares or Warrants issued pursuant to Section 2(b).
        

      


      “Registration
        Statement” means the registration statements required to be filed hereunder and
        any additional registration statements contemplated by Section 3(c), including
        (in each case) the Prospectus, amendments and supplements to such registration
        statement or Prospectus, including pre- and post-effective amendments, all
        exhibits thereto, and all material incorporated by reference or deemed to
        be
        incorporated by reference in such registration statement. 

      


      “Rule
        415” means Rule 415 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
        purpose and effect as such Rule. 

      


      “Rule
        424” means Rule 424 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
        purpose and effect as such Rule. 

      


      2.             Shelf
        Registration; Liquidated Damages.

      


      (a)             On
        or prior to each Filing Date, the Company shall prepare and file with the
        Commission a “Shelf” Registration Statement covering the resale of 100% of the
        Registrable Securities on such Filing Date for an offering to be made on
        a
        continuous basis pursuant to Rule 415. The Registration Statement shall be
        on
        Form S-1 and shall contain (unless otherwise directed by the Holders)
        substantially the “Plan of Distribution” attached hereto as Annex
        A.
        Subject
        to the terms of this Agreement, the Company shall use its best efforts to
        cause
        the Registration Statement to be declared effective under the Securities
        Act as
        promptly as possible after the filing thereof, including, but without
        limitation, by using its best efforts to respond to any comments of the
        Commission within fifteen (15) calendar days of receipt of same, and shall
        use
        its best efforts to keep such Registration Statement continuously effective
        under the Securities Act until all Registrable Securities covered by such
        Registration Statement have been sold or may be sold without volume restrictions
        pursuant to Rule 144(k) as determined by the counsel to the Company pursuant
        to
        a written opinion letter to such effect, addressed and acceptable to the
        Company’s transfer agent and the affected Holders (the “Effectiveness Period”).
        The Company shall notify the Holders via electronic communication to
        the
        email address furnished to the Company by the Holder and, if requested by
        the
        Holder, via recognized overnight courier
        of the
        effectiveness of the Registration Statement within one Trading Day of the
        day
        that the Company receives notification of the effectiveness from the Commission.
        

        
          
            
            

          

          
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                                (b)             In
        the event that (i) the Registration Statement to be filed with the Commission
        has not been filed on or before the applicable Filing Date, (ii) the Company
        has
        not used its best efforts to respond to any comments of the Commission within
        fifteen (15) calendar days of receipt of same (the “Default Date”), (iii)
        a
        Registration Statement filed or required to be filed hereunder is not declared
        effective by the Commission on or before the Effectiveness Date of such
        Registration Statement, or (iv) after a Registration Statement is first declared
        effective by the Commission, it ceases for any reason to remain continuously
        effective as to all Registrable Securities for which it is required to be
        effective,
        then in
        any such event the Company shall issue to each Holder, as liquidated damages
        and
        not as a penalty, that number of Shares and Warrants equal to one percent
        (1%)
        of the respective number of Shares and Warrants purchased by each such Holder
        pursuant to the Purchase Agreement at no additional cost to such Holder.
        In
        addition, for each thirty (30) day period (i) following the Filing Date until
        the date such Registration Statement has been filed with the Commission,
        (ii)
        that the Company continues to fail to use its best efforts to respond to
        any
        comments of the Commission within fifteen (15) days of receipt of same,
(iii)
        following the Effectiveness Date that a Registration Statement filed or required
        to be filed hereunder is not declared effective by the Commission, or (iv)
        that
        a Registration Statement ceases for any reason to remain continuously effective
        as to all Registrable Securities for which it is required to be
        effective,
        then
        the Company shall issue to each Holder, as liquidated damages and not as
        a
        penalty, an additional number of Shares and Warrants equal to one percent
        (1%)
        of the respective number of Shares and Warrants purchased by each such Holder
        pursuant to the Purchase Agreement at no additional cost to such
        Holder.

      


      3.             Registration
        Procedures.             In
        connection with the Company’s registration obligations hereunder, the Company
        shall: 

      


      (a)             Not
        less than three Trading Days prior to the filing of each Registration Statement
        or any related Prospectus or any amendment or supplement thereto (including
        any
        document that would be incorporated or deemed to be incorporated therein
        by
        reference), the Company shall, (i) furnish to each Holder by electronic
        communication to
        the
        email address furnished to the Company by the Holder and,
        if
        requested by the Holder, deliver via recognized overnight courier
        copies
        of all such documents substantially in the form proposed to be filed, which
        documents (other than those incorporated or deemed to be incorporated by
        reference) will be subject to the review of such Holders, and (ii) cause
        its
        officers and directors, counsel and independent certified public accountants
        to
        respond to such inquiries as shall be necessary, in the reasonable opinion
        of
        respective counsel to conduct a reasonable investigation within the meaning
        of
        the Securities Act. The Company shall not file the Registration Statement
        or any
        such Prospectus or any amendments or supplements thereto to which the Holders
        of
        a majority of the Registrable Securities shall reasonably and in good faith
        object, provided, the Company is notified of such objection in writing no
        later
        than two Trading Days after the Holders have been so furnished copies of
        such
        documents. 



      
        
          
          

        

        
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      (b)             (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to a Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep a Registration Statement continuously
        effective as to the applicable Registrable Securities for the Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement (subject to the terms
        of this
        Agreement), and as so supplemented or amended to be filed pursuant to Rule
        424;
        (iii) respond as promptly as reasonably possible to any comments received
        from
        the Commission with respect to a Registration Statement or any amendment
        thereto
        and as promptly as reasonably possible provide the Holders true and complete
        copies of all correspondence from and to the Commission relating to a
        Registration Statement; and (iv) comply in all material respects with the
        provisions of the Securities Act and the Exchange Act with respect to the
        disposition of all Registrable Securities covered by a Registration Statement
        during the applicable period in accordance (subject to the terms of this
        Agreement) with the intended methods of disposition by the Holders thereof
        set
        forth in such Registration Statement as so amended or in such Prospectus
        as so
        supplemented. 

      


      (c)             If
        at any time during the Effectiveness Period less than 90% of the then
        Registrable Securities are then registered in a Registration Statement(s),
        then
        the Company shall file as soon as reasonably practicable but in any case
        prior
        to the applicable Filing Date, an additional Registration Statement covering
        the
        resale by the Holders of not less than 100% of the number of then Registrable
        Securities. 

      


      (d)             Notify
        the Holders of Registrable Securities to be sold by electronic communication
        to
        the
        email address furnished to the Company by the Holder and,
        if
        requested by the Holder, via recognized overnight courier
        (which
        notice shall, pursuant to clauses (ii) through (vi) hereof, be accompanied
        by an
        instruction to suspend the use of the Prospectus until the requisite changes
        have been made) as promptly as reasonably possible (and, in the case of (i)(A)
        below, not less than three Trading Days prior to such filing) and (if requested
        by any such Person) confirm such notice in writing by electronic communication
        to
        the
        email address furnished to the Company by the Holder and,
        if
        requested by the Holder, via recognized overnight courier
        no later
        than one Trading Day following the day (i)(A) when a Prospectus or any
        Prospectus supplement or post-effective amendment to a Registration Statement
        is
        proposed to be filed; (B) when the Commission notifies the Company whether
        there
        will be a “review” of such Registration Statement and whenever the Commission
        comments in writing on such Registration Statement (the Company shall provide
        true and complete copies thereof and all written responses thereto to each
        of
        the Holders); and (C) with respect to a Registration Statement or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other Federal or state governmental authority
        for amendments or supplements to a Registration Statement or Prospectus or
        for
        additional information; (iii) of the issuance by the Commission of any stop
        order suspending the effectiveness of a Registration Statement covering any
        or
        all of the Registrable Securities or the initiation of any Proceedings for
        that
        purpose; (iv) of the receipt by the Company of any notification with respect
        to
        the suspension of the qualification or exemption from qualification of any
        of
        the Registrable Securities for sale in any jurisdiction, or the initiation
        or
        threatening of any Proceeding for such purpose; (v) of the occurrence of
        any
        event or passage of time that makes the financial statements included in
        a
        Registration Statement ineligible for inclusion therein or any statement
        made in
        a Registration Statement or Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference untrue in any material respect or that
        requires any revisions to a Registration Statement, Prospectus or other
        documents so that, in the case of a Registration Statement or the Prospectus,
        as
        the case may be, it will not contain any untrue statement of a material fact
        or
        omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading; and (vi) the occurrence or existence of any pending
        corporate development with respect to the Company that the Company believes
        may
        be material and that, in the determination of the Company, makes it not in
        the
        best interest of the Company to allow continued availability of the Registration
        Statement or Prospectus; provided that any and all of such information shall
        remain confidential to each Holder until such information otherwise becomes
        public, unless disclosure by a Holder is required by law; provided, further,
        notwithstanding each Holder’s agreement to keep such information confidential,
        the Holders make no acknowledgement that any such information is material,
        non-public information. 

        
          
            
            

          

          
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      (e)             Promptly
        deliver to each Holder, without charge, as many copies of the Prospectus
        or
        Prospectuses (including each form of prospectus) and each amendment or
        supplement thereto as such Persons may reasonably request. Subject to the
        terms
        of this Agreement, the Company hereby consents to the use of such Prospectus
        and
        each amendment or supplement thereto by each of the selling Holders in
        connection with the offering and sale of the Registrable Securities covered
        by
        such Prospectus and any amendment or supplement thereto. 

      


      (f)             Use
        commercially reasonable efforts to register or qualify the resale of such
        Registrable Securities as required under applicable securities or Blue Sky
        laws
        of each state within the United States as any Holder requests in writing,
        to
        keep each such registration or qualification (or exemption therefrom) effective
        during the Effectiveness Period; provided, that the Company shall not be
        required to qualify generally to do business in any jurisdiction where it
        is not
        then so qualified or subject the Company to any material tax in any such
        jurisdiction where it is not then so subject. 

      


      (g)             Cooperate
        with the Holders to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be delivered to a transferee
        pursuant to a Registration Statement, which certificates shall be free, to
        the
        extent permitted by the Purchase Agreement, of all restrictive legends, and
        to
        enable such Registrable Securities to be in such denominations and registered
        in
        such names as any such Holders may request. 

      



      
        
          
          

        

        
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      (h)             Upon
        the occurrence of any event contemplated by this Section 3, as promptly as
        reasonably possible under the circumstances taking into account the Company’s
        good faith assessment of any adverse consequences to the Company and its
        stockholders of the premature disclosure of such event, prepare a supplement
        or
        amendment, including a post-effective amendment, to a Registration Statement
        or
        a supplement to the related Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference, and file any other required document
        so
        that, as thereafter delivered, neither a Registration Statement nor such
        Prospectus will contain an untrue statement of a material fact or omit to
        state
        a material fact required to be stated therein or necessary to make the
        statements therein, in light of the circumstances under which they were made,
        not misleading. If the Company notifies the Holders in accordance with clauses
        (ii) through (v) of Section 3(d) above to suspend the use of the use of any
        Prospectus until the requisite changes to such Prospectus have been made,
        then
        the Holders shall suspend use of such Prospectus. The Company will use its
        best
        efforts to ensure that the use of the Prospectus may be resumed as promptly
        as
        is practicable. The Company shall be entitled to exercise its right under
        this
        Section 3(h) to suspend the availability of a Registration Statement and
        Prospectus for a period not to exceed 60 days (which need not be consecutive
        days) in any 12 month period. 

      


      (i)             Comply
        with all applicable rules and regulations of the Commission. 

      


      (j)             Use
        its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of (i) any order suspending the effectiveness of a Registration Statement,
        or
        (ii) any suspension of the qualification (or exemption from qualification)
        of
        any of the Registrable Securities for sale in any jurisdiction, at the earliest
        practicable moment. 

      


      (k)             The
        Company may require, at any time prior to the third Trading Day prior to
        the
        Filing Date, each Holder to furnish to the Company a statement as to the
        number
        of shares of Common Stock beneficially owned by such Holder and if the Holder
        is
        not an individual, the controlling person thereof, within three Trading Days
        of
        the Company’s request. 

      


      4.             Registration
        Expenses.             All
        fees and expenses incident to the performance of or compliance with this
        Agreement by the Company shall be borne by the Company whether or not any
        Registrable Securities are sold pursuant to the Registration Statement. The
        fees
        and expenses referred to in the foregoing sentence shall include, without
        limitation, (i) all registration and filing fees (including, without limitation,
        fees and expenses (A) with respect to filings required to be made with the
        Trading Market on which the Common Stock is then listed for trading, and
        (B) in
        compliance with applicable state securities or Blue Sky laws reasonably agreed
        to by the Company in writing (including, without limitation, fees and
        disbursements of counsel for the Company in connection with Blue Sky
        qualifications or exemptions of the Registrable Securities and determination
        of
        the eligibility of the Registrable Securities for investment under the laws
        of
        such jurisdictions as requested by the Holders), (ii) printing expenses
        (including, without limitation, expenses of printing certificates for
        Registrable Securities and of printing prospectuses requested by the Holders),
        (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
        of
        counsel for the Company, and (v) fees and expenses of all other Persons retained
        by the Company in connection with the consummation of the transactions
        contemplated by this Agreement. In addition, the Company shall be responsible
        for all of its internal expenses incurred in connection with the consummation
        of
        the transactions contemplated by this Agreement (including, without limitation,
        all salaries and expenses of its officers and employees performing legal
        or
        accounting duties), the expense of any annual audit and the fees and expenses
        incurred in connection with the listing of the Registrable Securities on
        any
        securities exchange as required hereunder. In no event shall the Company
        be
        responsible for any broker or similar commissions or any legal fees or other
        costs of the Holders. 

        
          
            
            

          

          
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      5.             Indemnification 

      


      (a)             Indemnification
        by the Company.             The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, agents, brokers (including
        brokers who offer and sell Registrable Securities as principal as a result
        of a
        pledge or any failure to perform under a margin call of Common Stock),
        investment advisors and employees of each of them, each Person who controls
        any
        such Holder (within the meaning of Section 15 of the Securities Act or Section
        20 of the Exchange Act) and the officers, directors, agents and employees
        of
        each such controlling Person, to the fullest extent permitted by applicable
        law,
        from and against any and all losses, claims, damages, liabilities, costs
        (including, without limitation, costs of preparation and reasonable attorneys’
fees) and expenses (collectively, “Losses”), as incurred, arising out of or
        relating to any untrue or alleged untrue statement of a material fact contained
        in a Registration Statement, any Prospectus or any form of prospectus or
        in any
        amendment or supplement thereto or in any preliminary prospectus, or arising
        out
        of or relating to any omission or alleged omission of a material fact required
        to be stated therein or necessary to make the statements therein (in the
        case of
        any Prospectus or form of prospectus or supplement thereto, in light of the
        circumstances under which they were made) not misleading, except to the extent,
        but only to the extent, that (1) such untrue statements or omissions or alleged
        untrue statements or omissions are based upon information regarding such
        Holder
        furnished in writing to the Company by such Holder or by a representative
        of the
        Holder expressly for use therein, or to the extent that such information
        relates
        to such Holder or such Holder’s proposed method of distribution of Registrable
        Securities and was reviewed and expressly approved in writing by such Holder
        or
        by a representative of such Holder expressly for use in a Registration
        Statement, such Prospectus or such form of Prospectus or in any amendment
        or
        supplement thereto or (2) in the case of an occurrence of an event of the
        type
        specified in Section 3(d)(ii)-(vi), the use by such Holder of an outdated
        or
        defective Prospectus after the Company has notified such Holder in writing
        that
        the Prospectus is outdated or defective and prior to the receipt by such
        Holder
        of the Advice contemplated in Section 6(d). The Company shall notify the
        Holders
        promptly of the institution, threat or assertion of any Proceeding arising
        from
        or in connection with the transactions contemplated by this Agreement of
        which
        the Company is aware. 

      



      
        
          
          

        

        
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      (b)             Indemnification
        by Holders.             Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents or employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses (as determined by a court of competent jurisdiction
        in a final judgment not subject to appeal or review) arising out of or based
        upon any untrue statement of a material fact contained in any Registration
        Statement, any Prospectus, or any form of prospectus, or in any amendment
        or
        supplement thereto, or arising solely out of or based solely upon: (i) such
        Holder’s failure to comply with the prospectus delivery requirements of the
        Securities Act or (ii) any omission of a material fact required to be stated
        therein or necessary to make the statements therein not misleading to the
        extent, but only to the extent, such untrue statement or omission is contained
        in any information so furnished in writing by such Holder or by a representative
        of such Holder to the Company specifically for inclusion in such Registration
        Statement or such Prospectus or to the extent that (1) such untrue statements
        or
        omissions are based upon information regarding such Holder furnished in writing
        to the Company by such Holder or by a representative of such Holder expressly
        for use therein, or to the extent such information relates to such Holder
        or
        such Holder’s proposed method of distribution of Registrable Securities and was
        reviewed and expressly approved in writing by such Holder or by a representative
        of such Holder expressly for use in the Registration Statement, such Prospectus
        or such form of Prospectus or in any amendment or supplement thereto or (2)
        in
        the case of an occurrence of an event of the type specified in Section
        3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus
        after the Company has notified such Holder in writing that the Prospectus
        is
        outdated or defective and prior to the receipt by such Holder of the Advice
        contemplated in Section 6(d). In no event shall the liability of any selling
        Holder hereunder be greater in amount than the dollar amount of the net proceeds
        received by such Holder upon the sale of the Registrable Securities giving
        rise
        to such indemnification obligation. 

       

      (c)             Conduct
        of Indemnification Proceedings.             If
        any Proceeding shall be brought or asserted against any Person entitled to
        indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall
        promptly notify the Person from whom indemnity is sought (the “Indemnifying
        Party”) in writing, and the Indemnifying Party shall assume the defense thereof,
        including the employment of counsel reasonably satisfactory to the Indemnified
        Party and the payment of all fees and expenses incurred in connection with
        defense thereof; provided, that the failure of any Indemnified Party to give
        such notice shall not relieve the Indemnifying Party of its obligations or
        liabilities pursuant to this Agreement, except (and only) to the extent that
        such failure shall have prejudiced the Indemnifying Party. 

      



      
        
          
          

        

        
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      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; or (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such Indemnified Party shall have been advised
        by counsel that a material conflict of interest is likely to exist if the
        same
        counsel were to represent such Indemnified Party and the Indemnifying Party
        (in
        which case, if such Indemnified Party notifies the Indemnifying Party in
        writing
        that it elects to employ separate counsel at the expense of the Indemnifying
        Party, the Indemnifying Party shall not have the right to assume the defense
        thereof and the expense of one such counsel for each Holder shall be at the
        expense of the Indemnifying Party). The Indemnifying Party shall not be liable
        for any settlement of any such Proceeding effected without its written consent,
        which consent shall not be unreasonably withheld. No Indemnifying Party shall,
        without the prior written consent of the Indemnified Party, effect any
        settlement of any pending Proceeding in respect of which any Indemnified
        Party
        is a party, unless such settlement includes an unconditional release of such
        Indemnified Party from all liability on claims that are the subject matter
        of
        such Proceeding. 

      


      Subject
        to the terms of this Agreement, all fees and expenses of the Indemnified
        Party
        (including reasonable fees and expenses to the extent incurred in connection
        with investigating or preparing to defend such Proceeding in a manner not
        inconsistent with this Section) shall be paid to the Indemnified Party, as
        incurred, within ten Trading Days of written notice thereof to the Indemnifying
        Party (regardless of whether it is ultimately determined that an Indemnified
        Party is not entitled to indemnification hereunder; provided, that the
        Indemnifying Party may require such Indemnified Party to undertake to reimburse
        all such fees and expenses to the extent it is finally judicially determined
        that such Indemnified Party is not entitled to indemnification hereunder).
        

      


      (d)             Contribution.             If
        a claim for indemnification under Section 5(a) or 5(b) is unavailable to
        an
        Indemnified Party (by reason of public policy or otherwise), then each
        Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
        contribute to the amount paid or payable by such Indemnified Party as a result
        of such Losses, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. 

      


      The
        relative fault of such Indemnifying Party and Indemnified Party shall be
        determined by reference to, among other things, whether any action in question,
        including any untrue or alleged untrue statement of a material fact or omission
        or alleged omission of a material fact, has been taken or made by, or relates
        to
        information supplied by, such Indemnifying Party or Indemnified Party, and
        the
        parties’ relative intent, knowledge, access to information and opportunity to
        correct or prevent such action, statement or omission. The amount paid or
        payable by a party as a result of any Losses shall be deemed to include,
        subject
        to the limitations set forth in Section 5(c), any reasonable attorneys’ or other
        reasonable fees or expenses incurred by such party in connection with any
        Proceeding to the extent such party would have been indemnified for such
        fees or
        expenses if the indemnification provided for in this Section was available
        to
        such party in accordance with its terms. 



      
        
          
          

        

        
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      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 5(d), no Holder shall be required
        to contribute, in the aggregate, any amount in excess of the amount by which
        the
        proceeds actually received by such Holder from the sale of the Registrable
        Securities subject to the Proceeding exceeds the amount of any damages that
        such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission. 

      


                   The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties. 

      


      6.             Miscellaneous 

      


      (a)             Amendments
        and Waivers.             The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and the Holders of a majority of the then outstanding
        Registrable Securities. Notwithstanding the foregoing, a waiver or consent
        to
        depart from the provisions hereof with respect to a matter that relates
        exclusively to the rights of Holders and that does not directly or indirectly
        affect the rights of other Holders may be given by Holders of all of the
        Registrable Securities to which such waiver or consent relates; provided,
        however, that the provisions of this sentence may not be amended, modified,
        or
        supplemented except in accordance with the provisions of the immediately
        preceding sentence. 

      


      (b)             No
        Inconsistent Agreements.             Neither
        the Company nor any of its subsidiaries has entered, as of the date hereof,
        nor
        shall the Company or any of its subsidiaries, on or after the date of this
        Agreement, enter into any agreement with respect to its securities, that
        would
        have the effect of impairing the rights granted to the Holders in this Agreement
        or otherwise conflicts with the provisions hereof. 

      


      (c)             Compliance.             Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act as applicable to it in connection with
        sales
        of Registrable Securities pursuant to the Registration Statement.




      
        
          
          

        

        
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      (d)             Discontinued
        Disposition.             Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Sections 3(d)(ii), (iii) or (vi), such Holder will forthwith
        discontinue disposition of such Registrable Securities under a Registration
        Statement until such Holder’s receipt of the copies of the supplemented
        Prospectus and/or amended Registration Statement contemplated by Section
        3(h),
        or until it is advised in writing (the “Advice”) by the Company by electronic
        communication to
        the
        email address furnished to the Company by the Holder and, if requested by
        the
        Holder, via recognized overnight courier that
        the
        use of the applicable Prospectus may be resumed, and, in either case, has
        received copies of any additional or supplemental filings that are incorporated
        or deemed to be incorporated by reference in such Prospectus or Registration
        Statement. The Company may provide appropriate stop orders to enforce the
        provisions of this paragraph. 

      


      (e)             Piggy-Back
        Registrations.             If
        at any time during the Effectiveness Period there is not an effective
        Registration Statement covering all of the Registrable Securities and the
        Company shall determine to prepare and file with the Commission a registration
        statement relating to an offering for its own account or the account of others
        under the Securities Act of any of its equity securities, other than on Form
        S-4
        or Form S-8 (each as promulgated under the Securities Act) or their then
        equivalents relating to equity securities to be issued solely in connection
        with
        any acquisition of any entity or business or equity securities issuable in
        connection with stock option or other employee benefit plans, and other than
        on
        a registration statement filed pursuant to an agreement with holders of the
        Company’s securities which agreement prohibits inclusion of securities held by
        other persons, then the Company shall send to each Holder written notice
        of such
        determination by electronic
        communication to
        the
        email address furnished to the Company by the Holder and, if requested by
        the
        Holder, via recognized overnight courier and,
        if
        within fifteen days after receipt of such notice, any such Holder shall so
        request in writing, the Company shall include in such registration statement
        all
        or any part of such Registrable Securities such Holder requests to be
        registered; provided, that, the Company shall not be required to register
        any
        Registrable Securities pursuant to this Section 6(e) that are eligible for
        resale pursuant to Rule 144(k) promulgated under the Securities Act or that
        are
        the subject of a then effective Registration Statement. 

      


      (f)             Notices.             Any
        and all notices or other communications or deliveries required or permitted
        to
        be provided hereunder shall be delivered by electronic communication to the
        email address furnished to the Company by the Holder and, if requested by
        the
        Holder, by recognized overnight courier. 

      


      (g)             Successors
        and Assigns.             This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties and shall inure to the benefit of
        each
        Holder. The Company may not assign its rights or obligations hereunder without
        the prior written consent of all of the Holders of the then-outstanding
        Registrable Securities. Each Holder may assign their respective rights hereunder
        in the manner and to the Persons as permitted under the Purchase
        Agreement.



      
        
          
          

        

        
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      (h)             Counterparts.             This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof. 

      


      (i)             Governing
        Law.             All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement 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 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, 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. 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 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. Each party hereto hereby irrevocably waives, to the fullest extent
        permitted by applicable law, any and all right to trial by jury in any legal
        proceeding arising out of or relating to this Agreement or the transactions
        contemplated hereby. If either party shall commence a Proceeding to enforce
        any
        provisions of this Agreement, then the prevailing party in such 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
        Proceeding. 

      


      (j)             Cumulative
        Remedies.             The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law. 

      


      (k)             Severability.             If
        any term, provision, covenant or restriction of this Agreement is held by
        a
        court of competent jurisdiction to be invalid, illegal, void or unenforceable,
        the remainder of the terms, provisions, covenants and restrictions set forth
        herein shall remain in full force and effect and shall in no way be affected,
        impaired or invalidated, and the parties hereto shall use their reasonable
        efforts to find and employ an alternative means to achieve the same or
        substantially the same result as that contemplated by such term, provision,
        covenant or restriction. It is hereby stipulated and declared to be the
        intention of the parties that they would have executed the remaining terms,
        provisions, covenants and restrictions without including any of such that
        may be
        hereafter declared invalid, illegal, void or unenforceable. 

      


      (l)             Headings.             The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof. 



      
        
          
          

        

        
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      (m)             Independent
        Nature of Purchasers’ Obligations and Rights.             The
        obligations of each Purchaser hereunder is several and not joint with the
        obligations of any other Purchaser hereunder, and no Purchaser shall be
        responsible in any way for the performance of the obligations of any other
        Purchaser hereunder. Nothing contained herein or in any other agreement or
        document delivered at any closing, and no action taken by any Purchaser pursuant
        hereto or 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
        with
        respect to such obligations or the transactions contemplated by this Agreement.
        Each Purchaser shall be entitled to protect and enforce its rights, including
        without limitation the rights arising out of this Agreement, and it shall
        not be
        necessary for any other Purchaser to be joined as an additional party in
        any
        proceeding for such purpose. 

      


      ********************

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above. 

      


       

      TASKER
        CAPITAL CORP. 

      


       

      By:
        /s/ JAMES BURNS 

      Name:
        JAMES
        BURNS

      Title:
        EVP

      


      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS] 

      



      
        
          
          

        

        
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      [SIGNATURE
        PAGE OF HOLDERS TO TASKER REGISTRATION RIGHTS AGREEMENT]

      


                   IN
        WITNESS WHEREOF, the undersigned have caused this Registration Rights Agreement
        to by duly executed by their respective authorized signatories.

      


      Name
        of
        Investing Entity or Individual: __________________________ 

      


      Signature
        of Authorized Signatory of Investing Entity or Individual: ___________



      Name
        of
        Authorized Signatory (if not an Individual): _________________________


      Title
        of
        Authorized Signatory (if not an Individual): __________________________


      Email
        Address: ________________________

      


      [SIGNATURE
        PAGES CONTINUE]

      



      
        
          
          

        

        
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      Annex
        A

      


      Plan
        of Distribution

      


      Each
        Selling Stockholder (the “Selling Stockholders”) of the common stock (“Common
        Stock”) of Tasker Capital Corp., a Nevada corporation (the “Company”) and any of
        their pledgees, assignees and successors-in-interest may, from time to time,
        sell any or all of their shares of Common Stock on any United States stock
        exchange or any other stock exchange, market or trading facility on which
        the
        shares are traded or in private transactions. These sales may be at fixed
        or
        negotiated prices. A Selling Stockholder may use any one or more of the
        following methods when selling shares: 

      

        
          	 	
                  ·

                	
                  ordinary
                    brokerage transactions and transactions in which the broker-dealer
                    solicits purchasers; 

                


        

        
          	 	
                  ·

                	
                  block
                    trades in which the broker-dealer will attempt to sell the shares
                    as agent
                    but may position and resell a portion of the block as principal
                    to
                    facilitate the transaction; 

                


        

        
          	 	
                  ·

                	
                  purchases
                    by a broker-dealer as principal and resale by the broker-dealer
                    for its
                    account; 

                


        

        
          	 	
                  ·

                	
                  an
                    exchange distribution in accordance with the rules of the applicable
                    exchange; 

                


        

        
          	 	
                  ·

                	
                  privately
                    negotiated transactions; 

                


        

        
          	 	
                  ·

                	
                  settlement
                    of short sales; 

                


        

        
          	 	
                  ·

                	
                  broker-dealers
                    may agree with the Selling Stockholders to sell a specified number
                    of such
                    shares at a stipulated price per share;


                


        

        
          	 	
                  ·

                	
                  a
                    combination of any such methods of sale;


                


        

        
          	 	
                  ·

                	
                  through
                    the writing or settlement of options or other hedging transactions,
                    whether through an options exchange or otherwise; or
                    

                


        

        
          	 	
                  ·

                	
                  any
                    other method permitted pursuant to applicable law.
                    

                


        

      

       

      The
        Selling Stockholders may also sell shares under Rule 144 under the Securities
        Act of 1933, as amended (the “Securities Act”), if available, rather than under
        this prospectus. In addition, a Selling Stockholder may transfer shares to
        its
        partners, members, stockholders and other equity holders.

      


      Broker-dealers
        engaged by the Selling Stockholders may arrange for other brokers-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the Selling Stockholders (or, if any broker-dealer acts as agent for the
        purchaser of shares, from the purchaser) in amounts to be negotiated. Each
        Selling Stockholder does not expect these commissions and discounts relating
        to
        its sales of shares to exceed what is customary in the types of transactions
        involved. 

      


      In
        connection with the sale of our Common Stock or interests therein, the Selling
        Stockholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the Common
        Stock in the course of hedging the positions they assume. The Selling
        Stockholders may also sell shares of our Common Stock short and deliver these
        securities to close out their short positions, or loan or pledge the Common
        Stock to broker-dealers that in turn may sell these securities. The Selling
        Stockholders may also enter into option or other transactions with
        broker-dealers or other financial institutions or the creation of one or
        more
        derivative securities which require the delivery to such broker-dealer or
        other
        financial institution of shares offered by this prospectus, which shares
        such
        broker-dealer or other financial institution may resell pursuant to this
        prospectus (as supplemented or amended to reflect such transaction).




      
        
          
          

        

        
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      The
        Selling Stockholders and any broker-dealers or agents that are involved in
        selling the shares may be deemed to be “underwriters” within the meaning of the
        Securities Act in connection with such sales. In such event, any commissions
        received by such broker-dealers or agents and any profit on the resale of
        the
        shares purchased by them may be deemed to be underwriting commissions or
        discounts under the Securities Act. Each Selling Stockholder has informed
        the
        Company that it does not have any agreement or understanding, directly or
        indirectly, with any person to distribute the Common Stock. 

      


      The
        Company is required to pay certain fees and expenses incurred by the Company
        incident to the registration of the shares. The Company has agreed to indemnify
        the Selling Stockholders against certain losses, claims, damages and
        liabilities, including liabilities under the Securities Act. 

      


      Because
        Selling Stockholders may be deemed to be “underwriters” within the meaning of
        the Securities Act, they will be subject to the prospectus delivery requirements
        of the Securities Act. In addition, any securities covered by this prospectus
        which qualify for sale pursuant to Rule 144 under the Securities Act may
        be sold
        under Rule 144 rather than under this prospectus. Each Selling Stockholder
        has
        advised us that they have not entered into any agreements, understandings
        or
        arrangements with any underwriter or broker-dealer regarding the sale of
        the
        resale shares. There is no underwriter or coordinating broker acting in
        connection with the proposed sale of the resale shares by the Selling
        Stockholders.

       

      We
        agreed
        to keep this prospectus effective until the earlier of (i) the date on which
        the
        shares may be resold by the Selling Stockholders without registration and
        without regard to any volume limitations by reason of Rule 144(e) under the
        Securities Act or any other rule of similar effect or (ii) all of the shares
        have been sold pursuant to the prospectus or Rule 144 under the Securities
        Act
        or any other rule of similar effect. The resale shares will be sold only
        through
        registered or licensed brokers or dealers if required under applicable state
        securities laws. In addition, in certain states, the resale shares may not
        be
        sold unless they have been registered or qualified for sale in the applicable
        state or an exemption from the registration or qualification requirement
        is
        available and is complied with. 

      


      Under
        applicable rules and regulations under the Exchange Act, any person engaged
        in
        the distribution of the resale shares may not simultaneously engage in market
        making activities with respect to our common stock for a period of two business
        days prior to the commencement of the distribution. In addition, the Selling
        Stockholders will be subject to applicable provisions of the Exchange Act
        and
        the rules and regulations thereunder, including Regulation M, which may limit
        the timing of purchases and sales of shares of our Common Stock by the Selling
        Stockholders or any other person. We will make copies of this prospectus
        available to the Selling Stockholders and have informed them of the need
        to
        deliver a copy of this prospectus to each purchaser at or prior to the time
        of
        the sale. 



      
        
          
          

        

        
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