**Wynn
      Starr Special Products, LLC**


**5
      Pearl Court**


**Allendale,
      NJ 07401**





Letter
      Agreement of January 2007


January
      19, 2007





Lanny
      R.
      Dacus, CEO


Tasker
      Products Corp.


39
      Old
      Ridgebury Road, Suite 14


Danbury,
      CT 06810





Mr.
      David
      L. Dickinson


Pharlo
      IP, LLC


96
      Willard Street, Suite 101


Cocoa,
      FL
      32922





Gentlemen:





We
      entered into an Exclusive Field of Use License Agreement and Product Sale
      Agreement dated as of September 16, 2004 (“Agreement”) with Tasker Products
      Corp. f/k/a Tasker Capital Corp., Pharlo Citrus Technologies, Inc. and Indian
      River Labs, LLC. Under this agreement, the undersigned was granted the exclusive
      license to market and distribute the Licensed Product (as defined therein)
      based
      on the Licensed Technology (as that term is defined in the aforementioned
      Agreement) within the United States of America (U.S.) and Canada. The Agreement
      was modified by amendment effective March 18, 2005 (“March 18 Amendment”), which
      modification expanded the Licensed Territory (as defined therein) to
      worldwide.





We
      further modified the above Agreement by letter agreement of October 4,
      2006.





The
      parties affirm that all of the above Agreements are in full force and effect
      except as modified below.





Notwithstanding
      the above, the parties wish to and hereby revise the “Royalty Payments” as set
      forth in the aforesaid Agreements to the extent set forth below, and enter
      into
      the following pricing and split of sales receipts agreement as to the sale
      of
      the Licensed Products to the Poultry Industry:





1.
            Commencing
                January 1, 2007, as to all sales of the Tasker Blue product for between
                *
                per gallon sales by Tasker to all Mountaire plants, the Licensee
                shall
                receive * per gallon, upon receipt of payment by Tasker. There will
                be no
                payment to Licensee for sales directly by Tasker to Mountaire for
                any
                gallon price under * . As to any sale above * , the split set forth
                below
                applies whether the product is sold to Mountaire by Tasker or by
                Licensee.





2.
            As
                to all sales of the Tasker Blue product by Wynn Starr (Licensee)
                for a
                price between * per gallon, the Licensor (Tasker) shall receive 80%
                of the
                sales receipts and the Licensee 20% of the sales
                receipts.









3.
            As
                to sales of the Tasker Blue product for over * per gallon, the Licensor
                shall receive 75% of the sales receipts and the Licensee 25% of the
                sales
                receipts.





4.
            There
                will no longer be any 70-30 split as set forth in the October 4,
                2006
                agreement.





Licensee
      agrees to market as part of the Product sales the “Contract Regarding the Use of
      Tasker Blue,” and Licensor agrees to perform according to the terms thereof. See
      Exhibit A attached hereto and made a part hereof.





Each
      gallon of Tasker Blue produced by the Licensor shall have the Quality
      Characteristics set forth in Exhibit B attached hereto, and made a part hereof,
      and the Licensee shall sell the aforesaid product with those Quality
      Characteristics and distribute the sales receipts as set forth
      above.





The
      aforesaid pricing and sales distribution terms supersedes all prior agreements
      as to pricing per Unit Royalty and/or Cost Plus Royalty and Net Sales Price
      as
      set for the prior agreements and more specifically any 70-30 split.





Payment
      to Licensor and customer credit worthiness approval shall remain in full force
      and effect as set for in the prior agreements.





Incentive
      Program




As
      a
      further incentive to Wynn Starr, Tasker agrees to issue to Wynn Starr a warrant
      right or warrants to purchase up to one million shares of Tasker common stock
      with an exercise price based upon the closing price of Tasker common stock
      on
      the date of this agreement





Provided
      that





Wynn
      Starr reaches a level of progressive monthly sales resulting in * in monthly
      annualized sales between the period from January 1, 2007 and December 31, 2007,
      plus the sixty (60) days extension period set forth below.





In
      addition





If
      Wynn
      Starr reaches a level of * in annualized monthly sales of Tasker Blue or any
      derivative


thereof,
      in the time period between January 1, 2007 and December 31, 2007, plus the
      sixty
      (60) day extension period set forth below, Tasker agrees to issue to Wynn Starr
      a warrant right or warrant rights to purchase an additional 300,000 shares
      of
      asker common stock with an exercise price based upon the closing price of Tasker
      common stock on the date of this agreement





Notwithstanding
      the above, Wynn Starr shall have the right to a sixty (60) day extension to
      March 2, 2008 to meet the above Target Criteria and receive said
      warrants.





The
      other
      Target Criteria as to duration, number of plants sold and termination rights
      as
      set forth in the above agreements shall remain in full force and
      effect.




*
        Subject
        to a request for confidential treatment; Separately filed with the
        Commission.










During
      or
      at the end of the aforesaid time period and 60-day extension, the parties agree
      to discuss and negotiate in good faith as to future price structures and
      distribution of sales receipts for not only the Tasker Blue product but also
      any
      derivative of same.





Very
      truly yours,





**Wynn
      Starr Special Products, LLC**




By:
            /s/
              StevenZavagliSteven Zavagli, President





Agreed
      to:




**Tasker Products
              Corp.**
            
            
            **Pharlo
              IP, LLC****f/k/a Tasker Capital
              Corp.**
            
            
            **Formerly, Indian River Labs,
                LLC**
              **and Pharlo Citrus Technologies,
                Inc.**By:
              /s/ Lanny R.
              Dacus
            
            
            By:
              /s/ David L.
              DickinsonLanny
                R. Dacus, CEO
            
            
            David
                L. Dickinson







**EXHIBIT
      A**





**Wynn
      Starr Contract Regarding the Use of Tasker Blue** **®**







This
      agreement is made on *________________* (date) *,* between:








Wynn
      Starr


5
      Pearl
      Court


Allendale,
      NJ 07401





and


*________________________________* (customer
      name)





__ *______________________________* *(address)*





*________________________________* *(address)*





with
      a
      copy of the original contract to be sent to:





Tasker
      Products Corp.


39
      Old
      Ridgebury Rd.


Danbury,
      CT 06810


Attn:
      Lanny Dacus








**SECTION
      1**


**Agreement**





Customer
      agrees to purchase from Wynn Starr, Tasker Blue **®** Poultry
      Active Ingredient at a cost of * / gallon FOB Conroe, TX for a period of
      ________ year(s) (1 year minimum). It is the responsibility of the customer
      to
      maintain inventory of product and provide adequate notice when placing orders
      through Wynn Starr.





**SECTION
      2**


**Testing
      (Optional)**





Testing
      may be performed in order for Tasker Products to demonstrate the efficacy of
      Tasker Blue to achieve predetermined test parameters. Upon agreement of the
      parameters by the three parties, Wynn Starr, Tasker Products and the customer,
      Tasker Products will proceed with Site Assessment, Equipment Specification
      and
      Installation of testing apparatus as outlined in Sections 3 and 4 of this
      Agreement.





**Testing
      Parameters:**







*
        Subject
        to a request for confidential treatment; Separately filed with the
        Commission.









**Test
      Pricing Schedule:**




Week
      #1:




Equipment:
            
            Tasker maintains ownership - No
              ChargePersonnel:·Expenses:
            
            At cost·Day
                1:
            
            $ * per technician·Day
                2-7:
            
            $ * per technicianTasker Blue**®**Product:
            
            No
              ChargeTasker Blue**®**Freight:
            
            Billed at
              cost





**Week
      #2 and Successive Weeks (if required)**


Equipment:
              
              Tasker maintains ownership - No
                ChargePersonnel:·Expenses:
              
              At cost·Day
                  1-7:
              
              $ * per technicianTasker Blue**®**Product:
              
              Billed
                at * price $ * per gallonTasker Blue**®**Freight:
              
              Billed at
                cost


Upon
      meeting the parameters above, all parties agree to the conditions set forth
      in
      the remainder of the Agreement.




**SECTION
      3**


**Site
      Assessment and Equipment Specification**





Upon
      agreement of the contract, a Tasker Products engineer or qualified technician
      will make a site visit to assess the equipment and chemical requirements for
      the
      facility. The engineer/technician will proceed in specifying and acquiring
      the
      appropriate equipment. A minimum of two weeks is recommended from the time
      of
      the initial site visit to the time of installation. Coordination of field
      activities shall be directed through:




Field Engineering Manager
              
              Project Manager*
              
              *




**SECTION
      4**


**Installation**





Tasker
      Products will provide all necessary equipment required to successfully and
      accurately apply Tasker Blue to relevant locations within the facility. Tasker
      will also provide a Project Manager and a technician(s) to oversee and assist
      in
      the installation. It is the responsibility of the customer to provide necessary
      skilled (ie. electricians, welders, contractors) and unskilled (ie. laborers)
      personnel to make appropriate process and electrical tie-ins as per Tasker
      Product’s recommendation. Installation of equipment typically occurs on the
      weekend prior to testing/startup.




**SECTION
      5**


**Startup
      and Maintenance**





Immediately
      following installation, Tasker Products will provide, at no cost to the
      customer, up to one week of training. A custom created training manual will
      be
      provided including digital photos of the equipment, controls, valves etc. Should
      the training period be extended greater than one week or additional technicians
      are required during the training period, the cost would be * per day per
      technician plus expenses.




*
      Subject to a request for confidential treatment;
      Separately filed with the Commission.







Maintenance
      of the equipment is paramount and must be followed according to the procedures
      outlined in the training manual. Tasker will provide a qualified technician
      to
      service the equipment on a monthly basis at a cost of * per month per processing
      plant. The technician will check pH calibration, service pumps, inspect
      electrical contacts, monitor consumption and make recommendations where possible
      on optimizing usage. Customer is responsible for the replacement cost of broken
      equipment due to mishandling and replacement of pH probes.




(Customer Signature)(Wynn Starr Signature)(Tasker Products
              Signature)_______________
              (Date)




*
      Subject to a request for confidential treatment;
      Separately filed with the Commission.







**EXHIBIT
      B**







**SECTION
      1 - EMERGENCY TELEPHONE**




3E
      Company:  **"For
      24-hour emergency assistance, call the 3E Company at
      1-800-451-8346.**







**SECTION
      2 - DISTRIBUTOR INFORMATION**




Tasker
      Products




39
      Old
      Ridgebury Road, Suite 14




Danbury,
      CT 06810-5116




203-730-4350






**SECTION
      3 - PRODUCT AND COMPANY INDENTIFICATION**




Product
      Name: **Tasker
      Blue Poultry Processing Mix**




Synonyms:
      Tasker Blue, Tasker Poultry Processing Mix




Product
      Use: Active ingredient for various poultry wash/treatment
      applications




Chemical
      Formula: See components below




CAS
      Number: See components below




Manufacturer:  Tasker
      Products




13235
      Highway 105 West




Conroe,
      Texas 77304




936-588-7339




**SECTION
      4 - COMPOSITION AND INFORMATION ON INGREDIENTS**




Component
            
            CAS
                Number
            
            %
                (by weight)
            
            Exposure
                Limits*
            
            *
            
            *
            
            **
            
            *
            
            *
            
            **
            
            *
            
            *
            
            **
            
            *
            
            *
            
            *




* Subject to a request for confidential treatment; Separately
      filed with the Commission.







**SECTION
      5 - HAZARDS IDENTIFICATION**




Emergency
      Overview: Clear, light blue liquid that is classified as a DOT corrosive. Causes
      skin and eye irritation. Avoid breathing vapor or mist. Keep container closed.
      Use only with adequate ventilation. Wash thoroughly after handling.




Eye
      Contact: Causes mild to severe irritation. May cause burn if not flushed with
      water.




Skin
      Contact: Prolonged exposure may cause moderate irritation. May cause burn if
      not
      flushed with water.




Inhalation:
      Mist and vapors can cause varying degrees of irritation of the nose, throat
      and
      respiratory tract.




Ingestion:
      Will cause irritation or burn digestive tract. Ingestion is not a typical route
      of occupational exposure.




Chronic
      (Cancer) Information: Not known to cause cancer. Components not listed as
      carcinogens by IARC, NTP or OSHA.




Reproduction
      Information: N/A




Potential
      Environmental Effects: Readily mixes with water to form a weak acid solution.
      The low pH and copper component may be harmful to plant and animal organisms
      found in soil and in surface waters. Therefore, keep out of streams and
      ditches.




**SECTION
      6 - FIRST AID MEASURES**




Note
      To
      Physician: Supportive care. Treatment based on judgment of the physician in
      response to reactions of the patient. Treat as a corrosive and possible sulfur
      allergy reactions.




Eyes:
      Immediately flush eyes with water for at least 15 minutes, lifting eyelids
      to
      thoroughly flush. If redness or irritation persists, get prompt medical
      attention.




Skin:
      Immediately flush affected area with water for at least 15 minutes. If burn
      occurs, seek immediate medical attention.




Inhalation:
      Move victim to fresh air. If irritation persists, obtain medical care
      immediately.




Ingestion:
      If ingested drink large quantities of water. DO NOT induce vomiting. Contact
      physician immediately.




**SECTION
      7 - FIRE FIGHTING MEASURES**




Flammable
      Properties: Not applicable. Material will not burn.




Flammable
      Limits: Not applicable. Material is non-combustible.




Extinguishing
      Media: Use extinguishing media appropriate for surrounding fire.




Hazardous
      Combustion Products: At elevated temperatures (1200oF) the product will
      decompose generating oxides of sulfur. Material may react with some metals
      to
      give off flammable hydrogen gas.




Fire
      Fighting Instructions: Product readily mixes with water to form a weak acid
      solution. If using water, wear acid protective equipment. No gases or toxic
      fumes are emitted from this reaction. However, if elevated temperatures are
      reached, self-contained breathing apparatus should be worn.




**SECTION
      8 - ACCIDENTAL RELEASE MEASURES**




Land
      Spill: Contain and vacuum up material and place in disposal container. Dilute
      residual material with ample supply of water and neutralize with sodium
      bicarbonate or limestone. Prevent liquid from entering sewers and waterways.
      Dike with sand or soil to contain spill.




Water
      Spill: Readily mixes with water to form a weak acid solution. If water is
      isolated or can be contained, neutralize with weak alkaline solution. Notify
      appropriate authorities if required by regulations.









**SECTION
      9 - HANDLING AND STORAGE**




Handling:
      Wear all recommended personal protective clothing when handling. Avoid contact
      with eyes and skin. Wash thoroughly after handling.




Storage:
      Keep containers tightly closed. DO NOT store near strong alkalis. Keep away
      from
      excessive heat (>125oF).




**SECTION
      10 - EXPOSURE CONTROLS AND PERSONAL PROTECTION**




Engineering
      Controls: Provide general and/or local exhaust ventilation to maintain good
      air
      quality and reduce fumes/odors.




Respiratory
      Protection: Do not breathe vapors or mists. Use with adequate ventilation or
      use
      NIOSH approved air-purifying respirator equipped with acid gas/fume, mist
      cartridges.




Skin
      Protection: Wear neoprene, vinyl, PVC or rubber gloves. Use splash aprons,
      slicker suits and rubber boots as needed.




Eye
      Protection: Face shield, safety glasses or goggles should be worn.




General
      Hygiene Considerations: There are no known health hazards associated with this
      material when used as recommended. Follow good industrial hygiene practices
      including but not limited to: (1) wash hands after use and before eating; (2)
      avoid skin contact; and (3) wear safety glasses.




**SECTION
      11 - PHYSICAL AND CHEMICAL PROPERTIES**




Appearance:
      Clear, light blue liquid




Odor:
      Fresh, no apparent odor




Physical
      State: Liquid




Solubility:
      Very soluble in water




Molecular
      Formula: N/A. See section 4 for list of components.




Concentrate
      pH: *  Diluted
      5g/100mls DI water - pH: *  Conductivity:
      *




Specific
      Gravity @ 25oC: *




Boiling
      Point, oF: *




Freezing
      Point, oF: *




**SECTION
      12 - STABILITY AND REACTIVITY**




Stability:
      Stable




Incompatibility:
      Avoid contact with strong alkaline material such as caustics, and strong
      reducing agents.




Conditions
      to Avoid: Freezing and elevated temperatures.




Hazardous
      Decomposition Products: Sulfuric acid vapors may be released upon heating and
      sulfur oxides may be released upon decomposition.




Hazardous
      Polymerization: Will not occur.




**SECTION
      13 - TOXICOLOGICAL INFORMATION**




Reported
      Human Effects: No human data are available for this product.




Reported
      Animal Effects: No human data are available for this product.




Skin
      & Eye Irritation: May occur with over exposure. May cause allergic reactions
      similar to sulfur allergies.




*
        Subject
        to a request for confidential treatment; Separately filed with the
        Commission.







**SECTION
      14 - ECOLOGICAL INFORMATION**




Ecotoxicological
      Information: This product readily mixes with water to form a weak acid solution.
      The low pH and copper component is harmful to many plant and animal
      organisms.




Chemical
      Fate Information: Material will lower the pH of soil. The pH can be adjusted
      using sodium bicarbonate or limestone.




**SECTION
      15 - DISPOSAL CONSIDERATIONS**




Neutralize
      with sodium bicarbonate or limestone and dispose of in accordance with local,
      state and federal laws and regulations.




**SECTION
      16 - TRANSPORTATION INFORMATION**




DOT
      proper shipping name: Corrosive liquid, acidic, inorganic, n.o.s. (Sulfuric
      Acid, Ammonium Sulfate solution)




DOT
      Hazard Class/ID#: Class 8 / UN3264 / PG III




DOT
      Label: Corrosive




**SECTION
      17 - REGULATORY INFORMATION**




NFPA
      Rating:  Health
      -
      1  Reactivity
      - 1  Flammability
      - 0   Special
      Precautions - None




Although
      the information contained is offered in good faith, SUCH INFORMATION IS
      EXPRESSLY GIVEN WITHOUT ANY WARRANTY (EXPRESS OR IMPLIED) OR ANY GUARANTEE
      OF
      ITS ACCURACY OR SUFFICIENCY and is taken at the user's sole risk. User is solely
      responsible for determining the suitability of use in each particular situation.
      Tasker Products specifically DISCLAIMS ANY LIABILITY WHATSOEVER FOR THE USE
      OF
      SUCH INFORMATION, including without limitation any recommendation which may
      construe and attempt to apply which may infringe or violate valid patents,
      licenses and/or copyright.