Unassociated Document


    Exhibit
      10.31

     

    CONSENT

     

      The
      undersigned is the holder of a 6% Secured Convertible Note due September 27,
      2010 and/or 6% Secured Convertible Note due December 20, 2010 (each. a
“Note”)
      issued
      by Tasker Products Corp., a Delaware corporation
      (the
“Company”).
      This
      Consent (“Consent”)
      relates to the Notes and the Subscription Agreement dated as of September 2007
      (the “Subscription
      Agreement”)
      by and
      among the Company
      and the
      investors parties thereto and is entered into as of March 24, 2008. Each of
      the
      Company and the undersigned may be referred to herein as a “Party”
and
      collectively as the “Parties”.

     

    WHEREAS,
      the Subscription Agreement allows the Company to incur senior indebtedness
      in
      the form of a line of credit through Greenbridge in the principal amount of
      $3,000,000, as reflected on Schedule 9(p) to the Subscription Agreement (the
      “Existing
      Senior Indebtedness”);
      and

     

    WHEREAS,
      the Parties desire, among other things, to modify the terms of the Existing
      Senior Indebtedness such that the Company be permitted to incur senior
      indebtedness in the form of a promissory note financing in an aggregate
      principal amount of $5.0 million pursuant to which Axiom Capital shall serve
      as
      placement agent (replacing Greenbridge as placement agent), which financing
      may
      consist of promissory notes convertible into shares of the Company’s common
      stock (the “New
      Senior Indebtedness”).

     

    NOW,
      THEREFORE, in consideration of the covenants and mutual promises contained
      herein and other good and valuable consideration, including, without limitation,
      the Additional Consideration (as defined below), the receipt and legal
      sufficiency of which are hereby acknowledged and intending to be legally bound
      hereby, the Parties agree as follows:

     

    1.
      Item 1
      of Schedule 9(p) of the Subscription Agreement which states: 

     

    “Greenbridge
      Line of Credit in the principal amount of $3,000,000* .”
      

     

    is
      hereby
      amended, deleted and replaced with the following:

     

    “Promissory
      note financing in the aggregate principal amount of $5.0 million pursuant to
      which Axiom Capital shall serve as placement agent, which financing may consist
      of promissory notes convertible into shares of the Company’s Common Stock. Said
      financing is a lien senior to the liens disclosed on this Schedule 9(p), and
      senior to the qualified financing and related transactions, to which these
      disclosure schedules relate.”

     

      
        

      

    

    *
      The
      Greenbridge Line of Credit is a lien senior to the liens disclosed on this
      Schedule 9(p), and senior to the qualified financing and related transactions,
      to which these disclosure schedules relate.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to Section 3(b) and (c) of each of the Collateral Agent Agreements dated as
      of
      September 28, 2007 and December 20, 2007, respectively, among the Company,
      Axiom
      Capital Management, Inc., as Collateral Agent and the other parties thereto,
      the
      undersigned hereby authorizes Axiom Capital Management, Inc., as Collateral
      Agent, to subordinate any Collateral (as defined in the Collateral Agent
      Agreement) to the proposed security interest with respect to the New Senior
      Indebtedness and to enter into any agreement or take any action on behalf of
      the
      undersigned to effectuate the foregoing and the New Senior
      Indebtedness.

    


    2. Subject
      to the terms and conditions hereunder and notwithstanding anything to the
      contrary in the Subscription Agreement, the Notes or any agreement or instrument
      relating thereto, for each of the interest payments (“Interest
      Payments”)
      due
      under the Notes on each of the last business day of each of March, June,
      September and December, beginning on March 2008, and ending June 2009
      (collectively, the “Interest
      Payments Dates”),
      the
      undersigned hereby agrees that, in lieu of making the Interest Payments in
      cash
      on the Interest Payment Dates, all such interest payments shall be payable
      by
      the Company’s delivery of a Note in the principal amount of such interest
      payment (“Interest
      Note”),
      which
      Interest Notes shall be identical to the Notes, including the maturity date,
      except that the initial Conversion Price per share on such Interest Note shall
      be $0.11. The Company and the undersigned hereby acknowledge and agree that
      this
      Consent shall apply to all future Interest Payments. In addition, subject to
      the
      terms and conditions hereunder, the undersigned waives any additional provision
      under any other any agreement or instrument that would prohibit the Company
      from
      paying the Interest Payments as set forth in this section 2, or cause the
      payment of the Interest Payments as set forth in this section 2 to constitute
      or
      give rise to an event of default under, violate any term of, or impose any
      penalty or restriction under, any agreement or instrument.

     

    3. As
      additional consideration for the consents provided by the undersigned hereunder
      (the “Additional
      Consideration”),
      the
      Company agrees to issue to the undersigned warrants exercisable for shares
      of
      common stock as is equal to the quotient determined by dividing the Warrant
      Amount (as defined below) by the initial exercise price of $0.11 per share
      (the
“Warrants”).
      The
      term “Warrant Amount” shall mean an amount equal to ten percent (10%) of the
      principal amount of the Notes issued by the Company to the undersigned that
      is
      currently outstanding. Notwithstanding the foregoing, the Company shall not
      be
      required to issue the Warrants until (i) holders of at least 51% of the
      Company’s shares of common stock issued and issuable upon conversion of all
      outstanding Notes become parties to this Consent, (ii) closing of the New Senior
      Indebtedness (in an aggregate principal amount of at least $3 million) and
      (iii)
      such time as the Company has sufficient shares of common stock authorized to
      facilitate the exercise of the Warrants.

    


    4.
      This
      Consent may be executed in one or more counterparts (including via PDF and/or
      facsimile), each of which shall be deemed an original but all of which together
      will constitute one and the same instrument.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Consent has been executed by each of the Parties hereto
      on
      the date first above written. 

     

    
      	
              COMPANY:

            
	 
	
              TASKER
                PRODUCTS CORP.

            
	 
	
              By:

            	   

	
              Name:

            	 
	
              Title:

            	 


    

    


    [INVESTOR
      SIGNATURE PAGES TO FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INVESTOR
      SIGNATURE PAGE

    


    
      	
              INVESTOR
                NAME:

            	  

	 	
              (Print
                Name)

            
	 	 


    

    


    
      	
              By:

            	   

	
              Name:

            	 
	
              Title: