**Exhibit10.1**

**TERMINATION AGREEMENT**

THIS TERMINATIONAGREEMENT****(the “**Agreement**”)is dated as of August 1, 2006 and is made by and between TASKER PRODUCTS CORP.,f/k/a TASKER CAPITAL CORP., a Nevada corporation (the “**Company**”),and JAMES BURNS (“**Employee**”).

WHEREAS, pursuant to thatcertain Executive Employment Agreement between the Employee and the Companydated as of January 1, 2005 (the “**Employment Agreement**”),the Company is terminating Employee’s employment relationship with the Companyfor cause, and to settle and resolve all issues arising from or related to suchrelationship and the termination thereof.

NOW THEREFORE, inconsideration of the mutual promises made herein, the Company and Employee(collectively referred to as the “**Parties**”)hereby agree as follows:

1.             Termination.  The Company hereby terminates the Employee’semployment with the Company as Vice President of Business Development and theEmployee hereby resigns and withdraws from all other positions (as an employee,officer, director or board committee member or otherwise) of the Company and ofany subsidiary or affiliate of the Company (together with the Company the “**Company Entities**”), effective as of the open of business onJuly 11, 2006 (the “**Effective Date**”).  The Employee agrees that he has received allcompensation owed to him in respect thereof (including under the EmploymentAgreement), except for payment of his base salary through the date hereof, andthat upon receipt of such payment he has no continuing right to receive anybenefits, including severance or a year-end bonus, from any of the CompanyEntities following or in respect of such termination, except as specificallyprovided for herein.

2.             Severance. In considerationof Employee’s termination, the Company hereby agrees to pay to the Employee,and as severance compensation, the monetary equivalent of forty-seven vacationdays (the “**Severance Compensation**”), for theremainder of the month of July 2006 only (the “**SeverancePeriod**”). The Severance Compensation shall be paid in accordancewith the Company’s normal payroll practices. The Employee shall also be entitled to retain his stock options whichhave vested as of July 11, 2006. Vacation paid starting August 1, 2006.

3.             Benefits. The Employee willhave the right to medical insurance under the Company’s plan until August 31,2006.  After that date, the Employee willhave the right to elect continuation of medical benefits under and subject tothe provisions of COBRA.  The Employeewill be responsible for the payment when due of all COBRA premiums.  The Employee shall not be entitled to receiveany other benefits of the Company from and after the Effective Date.

4.             Return of Company Property.  Employee represents and warrants that he willreturn to the Company or, at the Company’s option, confirm that he hasdestroyed, in each case, no later than July 14, 2006, all property of theCompany, including all equipment, all corporate credit cards issued in Employee’sor the Company’s name, all keys to offices of the Company and all memoranda,records and other documents, papers or electronic media relating to the Company(including without limitation all account information such as contact names,addresses, numbers and other information regarding customers and potentialcustomers), and all copies thereof including such items stored in computermemories, prepared by or made available to

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Employee during employment with the Company.  Notwithstanding the previous sentence, theEmployee is entitled to retain his laptop computer, his cell phone, and hisblackberry, provided that he temporarily gives the Company the opportunity andaccess to erase all materials on the laptop computer and on theblackberry.  The Employee also representsand warrants that he will return to the Company that certain leased car that heuses that is in the Company’s name, no later than August 31, 2006.

5.             Covenants. 

a.             Confidentiality;Non-Compete. Simultaneously with the execution of this Agreement, Employeeshall execute and deliver to the Company the Confidentiality, Non-Competitionand Non-Solicitation Agreement which is attached as Exhibit A hereto(the “**Non-Compete Agreement**”). In addition,Employee and the Company each agree to keep the content of the terms of thisAgreement completely confidential, except that Employee may discuss theAgreement with family members and professional advisors (provided they agree tomaintain confidentiality), and except that the Company may discuss thisAgreement with its employees, officers, directors and professional advisors whohave a reasonable need to know and may make such additional disclosures as maybe necessary to implement this Agreement or as may be required by law.

b.             Release andNon-Disparagement.  Simultaneouslywith the execution of this Agreement, Employee and the Company shall executeand deliver to the other Party the Release Agreement which is attached as ExhibitB hereto (the “**Release**”).

6.             Representations.

a.             Authority,Reliance, Liens. Employee represents and warrants that (i) Employee has thecapacity to act on Employee’s own behalf and on behalf of all who might claimthrough Employee to bind them to the terms and conditions of the TerminationDocuments (defined below), (ii) Employee has not relied upon anyrepresentations or statements made by the Company which are not specificallyset forth in this Agreement, and (iii) there are no liens or claims of lien orassignments in law or equity or otherwise of or against any of the claims orcauses of action released pursuant hereto.

b.             VoluntaryExecution. This Agreement and the other Termination Documents are executedvoluntarily and without any duress or undue influence on the part or behalf ofthe Parties hereto, with the full intent of releasing all claims.  The Parties acknowledge that: (i) they haveread each Termination Document, (ii) they have been represented in thepreparation, negotiation, and execution of each Termination Document by legalcounsel of their own choice or that they have voluntarily declined to seek suchcounsel,  (iii) they understand the termsand consequences of each Termination Document and of the releases thereincontained, and (iv) they are fully aware of the legal and binding effect ofeach Termination Document.

c.             Counsel.Employee acknowledges that the Company has specifically advised Employee toseek counsel regarding the legal, tax and other consequences of the mattersprovided in this Agreement and the other Termination Documents.  In the event that Employee

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elects not to consult with an attorney or othercounsel regarding Employee’s rights and obligations under the TerminationDocuments and the legal effect hereof, Employee hereby waives all rights tosuch consultation.  Such waiver is andshall be irrevocable and unequivocal, without any conditions or reservations ofany kind.

7.             Severability. The partiesunderstand and agree that in the event any provision of  any Termination Document is deemed to beinvalid or unenforceable by any court or administrative agency of competentjurisdiction, the respective Termination Document shall be deemed to berestricted in scope or otherwise modified to the extent necessary to render thesame valid and enforceable or, in the event that any provision of anyTermination Document cannot be modified or restricted so as to be valid andenforceable, then the same shall be deemed excised from the respectiveTermination Document if circumstances so require, and the respectiveTermination Document shall be construed and enforced as is such provision hadoriginally been incorporated therein as so restricted or modified, or as ifsuch provision had not originally been contained therein, as the case may be.

8.             Entire Agreement; Amendment.This Agreement, together with the Non-Compete Agreement and the Release (the “**Termination Documents**”) represent the entire agreement andunderstanding between the Company and Employee concerning the Employee’semployment with the Company and the separation of the Employee from theCompany, and supersedes and replaces any and all prior agreements andunderstandings concerning Employee’s relationship with the Company and Employee’scompensation by the Company, including without limitation the EmploymentAgreement, and any prior employment agreement previously entered into by theCompany and the Employee.  This Agreementmay only be amended by a written instrument signed by Employee and a dulyauthorized officer of the Company.

9.             Specific Enforcement.  Employee acknowledges and agrees that theCompany will suffer irreparable harm as a consequence of any breach orthreatened breach by Employee of any of the provisions of any TerminationDocument and Employee hereby consents to the Company seeking and being awardedsuch injunctive and other equitable relief as a court may deem appropriate inthe circumstances to prevent or restrain any such breach or threatened breach.In addition, Employee breaches any term of a Termination Document, the Companymay commence legal action and pursue any available legal and equitableremedies, including but not limited to suspending and recovering any and allpayments and benefits made or to be made under this Agreement, together withreimbursement of any reasonable legal fees or expenses incurred by them inconnection therewith.  If Company seeksand/or obtains relief from an alleged breach of a Termination Document, all ofthe provisions of this Agreement shall remain in full force and effect.

10.           Governing Law. This Agreementand each other Separation Document shall in all respects be interpreted andgoverned by the laws of the State of Connecticut (without regard to Connecticut’sconflicts laws) and the Parties in any action arising out of this Agreementshall be subject to the jurisdiction and venue of the federal and state courts,as applicable, of the State of Connecticut, Fairfield County. Employee agreesthat service of process upon Employee in any such action or proceeding may bemade by delivery thereof by first-class mail, postage prepaid, to Employee, athis last known address on the books and records of the Company.

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11.           Costs. The Parties shall eachbear their own costs, expert fees, attorneys’ fees and other fees incurred inconnection with this Agreement.

# 12.           Successors. This Agreementshall extend and inure to the benefit of, and shall be binding upon, Employee,the Company, and each of their respective successors and assigns.

13.           Further Assurances. At therequest of any Party, the other Party shall execute and deliver such furtherdocuments, and take such other action, as may be necessary or appropriate togive full effect to the transactions contemplated by this Agreement.

14.           Counterparts  This Agreement may be executed in one or morecounterparts, and each counterpart shall have the same force and effect as anoriginal and shall constitute an effective, binding agreement on the part ofeach of the undersigned.

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IN WITNESSWHEREOF, the Parties have executed this Agreement on the date first writtenabove.
|           |       | /s/ James Burns |
|-----------|------------|-----------------|
|      | ** ** | **JAMES BURNS** |
|      | ** ** | ** **      |
|      | ** ** | ** **      |
| STATE OF  | }          |            |
| COUNTY OF | }ss:       |            |

 

On the 1 day ofAugust in the year 2006 before me, the undersigned, personally appeared TimothyO’Brien, personally known to me or proved to me on the basis of satisfactoryevidence to be the individual whose name is subscribed to the within instrumentand acknowledged to me that he executed the same, and that by his signature onthe instrument, the individual executed the instrument.
|   |          |
|--------|---------------|
|   | Notary Public |

 
|      |   |                      | ** **               |
|-----------|--------|---------------------------|--------------------------|
|           |   | **TASKER PRODUCTS CORP.** |
|      |   | ** **                |
|      |   | By:                       | /s/ Richard D.  Falcone  |
|      |   |                      | Name: Richard D. Falcone |
|      |   |                      | Title: CEO               |
|      |   |                      |                     |
|      |   |                      |                     |
| STATE OF  | }      |                      |                     |
| COUNTY OF | }ss:   |                      |                     |

 

On the ____ day ofJuly in the year 2006 before me, the undersigned, personally appeared_______________, personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual whose name is subscribed to thewithin instrument and acknowledged to me that he executed the same in hiscapacity, and that by his signature on the instrument, the individual, or theperson upon behalf of which the individual acted, executed the instrument.

 
|   |          |
|--------|---------------|
|   | Notary Public |

 

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**EXHIBIT A**

**CONFIDENTIALITY,NON-COMPETITION AND NON-SOLICITATION AGREEMENT**

Inconnection with that certain Termination Agreement, dated as August 1, 2006, byand between myself and Tasker Products Corp. f/k/a Tasker Capital Corp., aNevada corporation with its principal place of business located at 39 OldRidgebury Rd., Suite 14, Danbury, Connecticut or any subsidiary or parentcorporation thereof (the “Company”), I hereby represent and agree (the “Agreement”)as follows:

1.         I understand that the Company is atechnology company focused on hygienic applications for the agricultural,seafood and food processing industries, and that I may have access to oracquire information with respect to Confidential Information (as definedbelow), including software, processes and methods, development tools,scientific, technical, consulting and/or business innovations.

2.         Protection of ConfidentialInformation of the Company.  Iunderstand that my work as an employee of the Company creates a relationship oftrust and confidence between the Company and myself.  During and after the period of my employmentwith the Company, I will not use or disclose or allow anyone else to use ordisclose any “Confidential Information” (as defined below) relating to theCompany, its products, services, suppliers, distributors or customers except asmay be necessary in the performance of my work for the Company or as may bespecifically authorized in advance by appropriate officers of the Company. “ConfidentialInformation” shall include, but not be limited to, information consistingof research and development, patents, trademarks and copyrights andapplications thereto, technical information, computer programs, software,methodologies, innovations, software tools, know-how, knowledge, designs,drawings, specifications, concepts, data, reports, processes, techniques,documentation, pricing, marketing plans, customer and prospect lists, tradesecrets, financial information, salaries, business affairs, suppliers, profits,markets, sales strategies, forecasts, employee information and any otherinformation not available to the general public, whether written or oral, whichI know or have reason to know the Company would like to treat as confidentialfor any purpose, such as maintaining a competitive advantage or avoidingundesirable publicity.  I will keepConfidential Information secret and will not allow any unauthorized use of thesame, whether or not any document containing it is marked as confidential. Theserestrictions, however, will not apply to Confidential Information that hasbecome known to the public generally through no fault or breach of mine or thatthe Company regularly gives to third parties without restriction on use ordisclosure. Upon termination of my work with the Company, I will promptlydeliver to the Company all documents and materials of any nature pertaining tomy work with the Company and I will not take with me any documents or materialsor copies thereof containing any Confidential Information.

3.         Non-Competition.  I agree that during the period of myemployment and for a period of twelve (12) months thereafter (the “RestrictivePeriod”), I will not directly or indirectly:  (i) market or sell products or performservices such as are offered or conducted by the Company, its affiliates andsubsidiaries during the period of my employment, to any customer or client ofthe Company or prospective customer or client of the Company; or (ii) engagein,

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manage, operate, be connected with or acquire anyinterest in, as an advisor, agent, owner, partner, co-venturer, principal,director, shareholder, lender, employee or otherwise, any business competitivewith the Company, its affiliates or subsidiaries, particularly with respect toservices as conducted by the Company during the period of my employment (a “*Competitive Business*”), except that I may own, in theaggregate, less than 5.0% of the outstanding shares of any publicly heldcorporation which is a Competitive Business which has shares listed for tradingon a securities exchange registered with the Securities and Exchange Commissionor through the automatic quotation system of a registered securitiesassociation.  The geographic scope ofthis provision is worldwide. Notwithstanding this Agreement, the Company will permit me to work forPhitex Ltd. LLP before the expiration of the Restrictive Period.

4.         Non-Solicitation.  I understand that my work as an employee ofthe Company creates a relationship of trust and confidence between myself andthe Company.  During the Restrictive Period,I will not request or otherwise attempt to induce or influence, directly orindirectly, any present customer, distributor or supplier, or prospectivecustomer, distributor or supplier, of the Company, or other persons sharing abusiness relationship with the Company to cancel, to limit or postpone theirbusiness with the Company, or otherwise take action which might be to thematerial disadvantage of the Company. During the Restrictive Period, I will nothire or solicit for employment, directly or indirectly, or induce or activelyattempt to influence, any employee, agent, officer, director, contractor,consultant or other business associate of the Company to terminate his or heremployment or discontinue such person’s consultant, contractor or other businessassociation with the Company. The geographic scope of this provision isworldwide.

5.         Scope of Non-Competition andNon-Solicitation Provisions.  Theparties hereto agree that, due to the nature of the Company’s business, andthat of its affiliates and subsidiaries, the duration and geographic scope ofthe non-competition and non-solicitation provisions set forth above in Sections3 and 4 are reasonable.  In the eventthat any court determines that the duration or the geographic scope, or both,are unreasonable and that either of such provisions are to that extentunenforceable, the parties hereto agree that such provision shall remain infull force and effect for the greatest time period and in the greatest areathat would not render it unenforceable. The parties intend that thenon-competition and non-solicitation provisions in Sections 3 and 4 hereinshall be deemed to be a series of separate covenants, one for each and everycounty of each and every state of the United States of America and each andevery political subdivision of each and every country outside the United Statesof America where this provision is intended to be effective.  I agree that damages are an inadequate remedyfor any breach of such provisions and that the Company, its affiliates andsubsidiaries, shall, whether or not they are pursuing any potential remedies atlaw, be entitled to equitable relief in the form of preliminary and permanentinjunctions without bond or other security upon any actual or threatened breachof either of these provisions.  If Iviolate either of Section 3 or Section 4 herein, the duration of such sectionautomatically shall be extended against me for a period equal to the periodduring which I shall have been in violation of such section.  The covenants contained in thenon-competition and non-solicitation provisions set forth above are deemed tobe material and the Company is entering into this Agreement relying on suchcovenants.

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6.         Other Agreements.  I represent that my performance of all theterms of this Agreement and my duties as an employee of the Company will notbreach any invention assignment agreement, confidential information agreement,non-competition agreement, non-solicitation agreement or other agreement withany present or former employer or other party. I represent that I have not and will not bring with me to the Company oruse in the performance of my duties for the Company any documents or materialsof a present or former employer that are not generally available to the public.

7.         Disclosure of this Agreement.  I hereby authorize the Company to notifyothers, including, but not limited to, customers of the Company and any of myfuture employers, of the terms of this Agreement and my responsibilitieshereunder.

8.         Injunctive Relief.  I understand that in the event of a breach orthreatened breach of this Agreement by me the Company may suffer irreparableharm and monetary damages alone would not adequately compensate the Company.  The Company will therefore be entitled toinjunctive relief to enforce this Agreement.

9.         Enforcement and Severability.  I acknowledge that each of the provisions inthis Agreement are separate and independent covenants.  I agree that if any court shall determinethat any provision of this Agreement is unenforceable with respect to its termor scope such provision shall nonetheless be enforceable by any such court uponsuch modified term or scope as may be determined by such court to be reasonableand enforceable.  The remainder of thisAgreement shall not be affected by the unenforceability or court orderedmodification of a specific provision.

10.       Successors and Assigns.  I understand that neither this Agreement, norany of my rights, powers, duties or obligations hereunder, may be assigned byme.  This Agreement shall be binding uponand inure to my benefit and to my heirs and legal representatives and theCompany and its successors.  I furtherunderstand that the Company may assign this Agreement or any part hereof to anysuccessor of the Company, including, without limitation, any company orcompanies acquiring, directly or indirectly, all or substantially all of theassets of the Company, whether by merger, consolidation, purchase, lease orotherwise.

11.       Governing Law.  The laws of the State of Connecticut shallgovern the interpretation, validity and performance of the terms of thisAgreement, regardless of the law that might be applied under principles ofconflicts of law.

12.       Superseding Agreement.  I understand and agree that this Agreementcontains the entire agreement of the parties with respect to the subject matterhereof and supersedes all previous agreements and understandings between theparties with respect to its subject matter.

13.       Counterparts.  I acknowledge that this Agreement may beexecuted in two or more counterparts, each of which will take effect as anoriginal and all of which will evidence one and the same agreement.

14.       Consent to Jurisdiction. I herebyconsent to the sole and exclusive jurisdiction and venue of the courts of theState of Connecticut or the United States District Court for the District

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of Connecticut for any action arising from or relatingto this Agreement or the subject matter hereof.

15.       Notice. All notices to the Companyunder or relating to this Agreement shall be in writing to the addressindicated on the first page of this Agreement, and all notices to me under orrelating to this Agreement shall be in writing to the address indicated on thesignature page of thus Agreement.  Noticeshall be deemed effective when received, or on the first day following the dateof delivery to the carrier if sent by a nationally recognized overnightdelivery service, or on the second day following the date of the postmark ifsent by prepaid certified mail, return receipt requested.

16.       Acknowledgments.  I acknowledge that I have read thisAgreement, was given the opportunity to ask questions and sufficient time toconsult an attorney and I have either consulted an attorney or affirmativelydecided not to consult an attorney.  ThisAgreement does not alter my status as an employee-at-will and that myemployment may be terminated at any time, with or without cause.  I also understand that my obligations underthis Agreement survive the termination of my employment with the Company.

 

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**I ACKNOWLEDGE THAT I HAVE HAD AFULL OPPORTUNITY TO REVIEW THIS AGREEMENT AND CONSULT WITH COUNSEL OF MY CHOICEIF I SO CHOOSE REGARDING ITS TERMS, AND THAT I AM FREELY ENTERING INTO THISAGREEMENT WITH A FULL UNDERSTANDING OF ITS EFFECTS.  I FURTHER UNDERSTAND THAT THIS AGREEMENTSUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS REPRESENTATIONS OR AGREEMENTS,WHETHER ORAL, WRITTEN, OR IMPLIED, AND MAY NOT BE MODIFIED IN ANY WAY EXCEPT BYA SIGNED WRITING WHICH SPECIFICALLY REFERS TO THIS AGREEMENT AND IS SIGNED BYTHE PRESIDENT OF THE COMPANY.**

**IN WITNESS WHEREOF**, the partieshave executed this Agreement as of the first date written below.

Date:  8/1/06

 
| EMPLOYEE:           |                | COMPANY:                                       |
|---------------------|---------------------|------------------------------------------------|
|                |                |                                           |
|                |                |                                           | Tasker Products Corp. |
|                |                |                                           |   |
| /s/ James R.  Burns | By:       |     /s/ Richard D. Falcone |
| Print Name:         | JAMES BURNS         |                                           | Name: Richard D. Falcone |
| Address:            | 100 Mill Plains Rd. |                                           | Title: CEO |
|                | Danbury, CT 06818   |                                           |   |

 

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**EXHIBIT B**

**RELEASE AGREEMENT**

THIS RELEASE AGREEMENT(the “Release”) is made as of the 1st day of August, 2006 by and betweenJAMES BURNS (“Employee”) and TASKER PRODUCTS CORP. f/k/a TASKER CAPITALCORP. (the “Company”).

WHEREAS, Employee’semployment by the Company will terminate; and

WHEREAS, in connectionwith that termination and pursuant to that certain Termination Agreement by andbetween the Company and Employee dated as of the date hereof (the “TerminationAgreement”), the Company has agreed to pay Employee certain amounts,subject to the execution of this Release.

NOW THEREFORE, inconsideration of these premises and the mutual promises contained herein, andintending to be legally bound hereby, the parties agree as follows:

1.             Termination.The Company has terminated the Employee’s employment with the Company as VicePresident of Business Development and the Employee hereby resigns and withdrawsfrom all other positions (as an employee, officer, director or board committeemember or otherwise) of the Company and of any subsidiary or affiliate of theCompany (together with the Company the “Company Entities”), effective as of theopen of business on July 11, 2006 (the “Effective Date”).

2.             Acknowledgements.  Employee acknowledges that: (i) the paymentsdescribed in Section 2 of the Termination Agreement constitute fullsettlement of all his rights under the Termination Agreement,  (ii) he has no entitlement under any otherseverance or similar arrangement maintained by the Company, and (iii) except asotherwise provided specifically in this Release, the Company does not and willnot have any other liability or obligation to him.  Employee further acknowledges that, in theabsence of his execution of this Release, he would not otherwise be entitled tothe payments described in Section 2 of the Termination Agreement.

3.             Releaseand Covenant Not to Sue.

3.1.          Release.  Employee hereby fully and forever releasesand discharges the Company (including, for purposes of this Section 3,all predecessors and successors, subsidiaries, affiliates, assigns, officers,directors, trustees, employees, agents and attorneys, past and present) fromany and all claims, demands, liens, agreements, contracts, covenants, actions,suits, causes of action, obligations, controversies, debts, costs, expenses,damages, judgments, orders and liabilities, of whatever kind or nature, director indirect, in law, equity or otherwise, whether known or unknown, arisingthrough the date of this Release, out of Employee’s employment by the Companyor the termination thereof, including, but not limited to, any claims Employeemay have for wages, bonuses, commissions, penalties, deferred compensation,vacation pay, separation benefits, defamation, libel, slander, negligence,breach of covenant of good faith and fair dealing, personal injury, emotionaldistress, breach of contract, breach of confidentiality, invasion of privacy,negligence, improper discharge (based on contract, common law, or statute,including any federal, state or local statute or ordinance prohibitingdiscrimination or retaliation

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in employment), alleged violation of the United StatesConstitution, the Constitution of the State of New Jersey, the Civil Rights Actof 1964, including Title VII, the Civil Rights Act of 1991, the AgeDiscrimination in Employment Act of 1967, the Americans with Disabilities Actof 1990, the Fair Labor Standards Act, the Employee Retirement Income SecurityAct of 1974, the Worker Adjustment and Retraining Notification Act, the OlderWorkers Benefit Protection Act, the Equal Pay Act of 1963, the Family MedicalLeave Act, the Rehabilitation Act of 1973, or any other federal, state(including, but not limited to Connecticut) or local statutes concerningemployment, labor, and/or human rights or discrimination laws, and any claimfor discrimination or retaliation based on sex, race, color, creed, religion,age, national origin, marital status, sexual orientation, disability, orperceived disability, medical condition, status with regard to public assistance,sexual harassment, or any other protected class status, but excludes claimsarising after the date hereof out of any breach of this Release.

3.2.  CovenantNot to Sue.  Employee expresslyrepresents that he has not filed a lawsuit or initiated any otheradministrative proceeding against the Company and that he has not assigned anyclaim against the Company to any other person or entity.  The Employee further promises not to initiatea lawsuit or to bring any other claim against the other arising out of or inany way related to Employee’s employment by the Company or the termination ofthat employment.

3.3.          Claims Not Released.  In addition, the forgoing will not be deemedto release the Employee from claims solely (a) to enforce this Release, (b) toenforce of the Termination Agreement, (c) to enforce the Confidentiality,Non-Competition and Non-Solicitation Agreement by and between Executive and theCompany, executed concurrently herewith (the “Non-Compete Agreement”) or(d) for indemnification under the Company’s By-Laws, under applicable law,under any indemnification agreement between the Company and Executive or underany similar arrangement.

4.             Non-Competitionand Confidentiality Obligations. Employee acknowledges that the Non-Compete Agreement survives thetermination of his employment.  Employeeaffirms that the restrictions contained in the Non-Compete Agreement arereasonable and necessary to protect the legitimate interests of the Company,that he received adequate consideration in exchange for agreeing to thoserestrictions, and that he will abide by those restrictions.

5.             Non-Disparagement.  The Employee will not disparage Company orany of its directors, officers, agents or employees or otherwise take anyaction which could reasonably be expected to adversely affect the personal orprofessional reputation of Company or any of its directors, officers, agents oremployees.

6.             Cooperation.  Employee further agrees that he willcooperate fully with the Company and its counsel with respect to any matter(including litigation, investigations, or governmental proceedings) whichrelates to matters with which Employee was involved during or which otherwiserelate to his employment with Company. Employee shall render such cooperation in a timely manner on reasonablenotice from the Company.

7.             RescissionRight.  Employee expresslyacknowledges and recites that (a) he has read and understands this Release inits entirety, (b) he has entered into this Release knowingly and voluntarily,without any duress or coercion; (c) he has been advised orally and is hereby

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advised in writing to consult with an attorney withrespect to this Release before signing it; (d) he was provided twenty-one (21)calendar days after receipt of the Release to consider its terms before signingit; and (e) he is provided seven (7) calendar days from the date of signing toterminate and revoke this Release in which case this Release shall beunenforceable, null and void.  Employeemay revoke this Release during those seven (7) days by providing written noticeof revocation to the Company. This Release will become effective andenforceable on the day following the expiration of the seven-day revocationperiod (the “*8th Day*”).  In the event that Employee does revoke thisRelease in writing prior to the 8th Day, this Release shall not be effective orenforceable and, in such event, all rights, agreements and obligations createdby this Release shall be ineffective, null, void and unenforceable, except forthe termination of his employment, which is effective as of the Effective Date(as defined in the Termination Agreement) even if Employee does revoke thisRelease.  Employee further understandsthat if he revokes this Release in accordance with this Section 7, Employeewill not receive the Severance Compensation and he will be obligated to returnany payments already received

8.             Challenge.  If Employee violates or challenges theenforceability of this Release, no further payments under Section 2 ofthe Termination Agreement will be paid or provided to Employee.

9.             Miscellaneous.

9.1.          No Admission of Liability.  This Release is not to be construed as anadmission of any violation of any federal, state or local statute, ordinance orregulation or of any duty owed by the Company to Employee.  There have been no such violations, and theCompany specifically denies any such violations.

9.2.          Successors and Assigns.  This Release will inure to the benefit of andbe binding upon the Company and Employee and their respective successors, executors,administrators, heirs and (in the case of the Company) permitted assigns. TheCompany may assign this Release to any successor to all or substantially all ofits assets and business by means of liquidation, dissolution, merger,consolidation, transfer of assets, or otherwise.  Employee may not make any assignment of thisRelease or any interest herein.

9.3.          Severability.  The provisions of this Release areseverable.  If any provision or the scopeof any provision is found to be unenforceable or is modified by a court ofcompetent jurisdiction, the other provisions or the affected provisions as somodified shall remain fully valid and enforceable.

9.4.          Entire Agreement; Amendments.  Except as otherwise provided herein, thisRelease contains the entire agreement and understanding of the parties heretorelating to the subject matter hereof, and merges and supersedes all prior andcontemporaneous discussions, agreements and understandings of every naturerelating subject matter hereof.  ThisRelease may not be changed or modified, except by an agreement in writingsigned by each of the parties hereto.

9.5.          Governing Law.  This Release shall be governed by, andenforced in accordance with, the laws of the State of Connecticut, withoutregard to the application of the principles of conflicts of laws.

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9.6.          Counterparts and Facsimiles.  This Release may be executed, includingexecution by facsimile signature, in one or more counterparts, each of whichshall be deemed an original, and all of which together shall be deemed to beone and the same instrument.

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IN WITNESS WHEREOF, theCompany has caused this Release to be executed by its duly authorized officer,and Employee has executed this Release, in each case as of the date first abovewritten.

 
|            | **TASKER PRODUCTS CORP.** |
|------------|---------------------------|
|       |                      |   |
|       | By:                       | /s/ Richard D.  Falcone |
|       |                      | Name: Richard D. Falcone |
|       |                      | Title: CEO |
|       |                      |   |
|       |                      |   |
|       |                      | /s/ James Burns |
| ** ** |                      | **JAMES BURNS** |

 

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