Unassociated Document


    Exhibit
      10.32

     

    July
      ___,
      2008

     

    To
      the
      holders (the “Holders”)
      of the
      6% Secured Convertible Note due September 27, 2010 and/or 6% Secured Convertible
      Note due December 20, 2010 (collectively, the “Notes”),
      and
      Class A Warrants (the “Class
      A Warrants”)
      to
      acquire Shares of Common Stock, Par Value $0.001 per share (the “Common
      Stock”)
      of
      Tasker Products Corp., a Delaware corporation (the “Company”),
      pursuant to Subscription Agreements between the Holders and the Company (the
      “Subscription
      Agreements”),
      and
      Warrants (the “Additional
      Consideration Warrants”,
      and,
      together with the Class A Warrants, the “Warrants”)
      to
      acquire Shares of Common Stock pursuant to the Consent, dated March 24, 2008
      (the “Consent”),
      by
      the Holders in favor of the Company

    


    Reference
      is made to the following:

    


    
      	 	
              i.

            	
              the
                Notes; 

            


    

    


    
      	 	
              ii.

            	
              the
                Warrants; and 

            


    

    


    
      	 	
              iii.

            	
              the
                Consent. 

            


    

    


    All
      capitalized terms used, but not otherwise defined, herein shall have the
      respective definitions assigned thereto in the Notes.

    


    The
      Company intends to seek senior secured financing (the “2008
      Financing”
or
      “2008
      Offering”)
      by
      means of transactions exempt from the registration requirements of the
      Securities Act of 1933, as amended (the “Securities
      Act”).
      The
      Company anticipates that it shall be required to provide that the secured notes
      (the “2008
      Notes”)
      to be
      issued therein be convertible into shares of Common Stock and to issue warrants
      (the “2008
      Warrants”)
      to
      acquire shares of Common Stock. The Company will grant an original issue
      discount of 20% and additional 100% Warrant coverage (exercisable on a cashless
      basis) to the participants who purchase up to the initial $2,500,000 of secured
      Notes in the 2008 Financing. Further, the Company may seek to enter into a
      non-dilutive receivables-based financing (the “Receivables
      Financing”).
      In
      connection therewith, the Company hereby requests that, with respect to the
      2008
      Financing and the Receivables Financing, the Holders:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              agree
                that Item 1 of Schedule 9(p) of the Subscription Agreements, as amended
                by
                the Consent, which states: “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.”, is hereby amended, deleted and replaced
                with the following:

            


    

    


    “Promissory
      note financing in the aggregate principal amount of up to $8.0 million pursuant
      to which Axiom Capital shall serve as placement agent (the “Axiom
      Financing”),
      which
      financing may consist of preferred stock and/or promissory notes convertible
      into shares of the Company’s Common Stock and warrants exercisable for shares of
      Common Stock, provided, however, that to the extent that the aggregate principal
      amount of, and accrued and unpaid interest on, the Axiom Financing shall be
      in
      an amount of less than $6.0 million, a receivables-based revolving financing
      (the “Revolving
      Financing”)
      in an
      amount equal to the excess of $6.0 million over the principal amount of the
      Axiom Financing, provided that such receivables-based financing shall not result
      in any dilution to the holders of the Company’s Common Stock, and provided,
      further that the sum of the outstanding principal amount of the Axiom Financing
      and the outstanding principal amount of the Revolving Financing shall not exceed
      $8.0 million. Said financings are liens 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.” 

    


    
      	 	
              (ii)

            	
              waive
                adjustments pursuant to Section 2.1(c)(D) of the Notes which provides
                for
                adjustments to the Conversion Price of the Notes which would result
                from
                the consummation of the 2008 Financing and accept an adjustment to
                the
                Conversion Price (A) in the event that the conversion price of the
                2008
                Notes is greater than or equal to $0.040 per share, that the Conversion
                Price shall be reduced to $0.044 per share, and (B) in the event
                that the
                conversion price of the 2008 Notes is less than $0.040 per share,
                that the
                Conversion Price shall be reduced to the price that equals the product
                of
                the conversion price of the 2008 Notes multiplied by 1.1.
                

            


    

    


    
      	 	
              (iii)

            	
              amend
                the Notes to extend the maturity date thereof by six
                months;

            


    

    


    
      	 	
              (iv)

            	
              waive
                adjustments pursuant to Section 3.4 of the Warrants which provides
                for
                adjustments to the Purchase Price of the Warrants and adjustments
                to the
                number of shares of Common Stock issuable upon the exercise thereof
                which
                would result from the consummation of the 2008 Financing and accept
                (A) an
                adjustment to the Purchase Price (i) in the event that the exercise
                price
                of the 2008 Warrants equals or exceeds $0.07 per share, the Purchase
                Price
                shall remain at, or be reduced to, $0.07 per share, and (ii) in the
                event
                that the exercise price of the 2008 Warrants is, or should become,
                less
                than $0.07 per share, that the Purchase Price shall be reduced by
                an
                amount equal to the product of the then exercise price of the 2008
                Warrants multiplied by 1.2, and (B) a waiver of the adjustment of
                the
                number of shares issuable upon exercise of the Warrant as a result
                of the
                2008 Financing; 

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	 	
              (v)

            	
              agree
                that the adjustments to the Conversion Price and Purchase Price,
                as well
                as the exercise price set forth in the warrants issued as Additional
                Consideration (as defined in the Consent) pursuant to the immediately
                preceding clauses (i) and (ii) shall not result in further adjustment
                to
                the Conversion Price or the Purchase Price, except as described
                above;

            


    

    


    
      	 	
              (vi)

            	
              waive
                Section 9(q) of the Subscription Agreement to permit the Company
                to grant
                to the investors rights to immediate registration under the Securities
                Act
                with respect to the resale of shares of Common Stock issuable upon
                conversion of the 2008 Notes or upon exercise of the 2008 Warrants;
                

            


    

    


    
      	 	
              (vii)

            	
              waive
                Section 11.1(ii) of the Subscription Agreement as a result of which
                the
                shares of Common Stock issuable upon exercise of the Notes and the
                Warrants shall not be included in the registration statements filed
                pursuant to rights granted to investors in connection with the 2008
                Financing; 

            


    

    


    
      	 	
              (viii)

            	
              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, authorize 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
                2008
                Offering and the Receivables Financing and to enter into any agreement
                or
                take any action on behalf of the undersigned to effectuate the foregoing
                and the 2008 Offering and the Receivables Financing;
                

            


    

    


    
      	 	
              (ix)

            	
              waive
                Sections 12(a) and (b) of the Subscription Agreements pursuant to
                which
                the Holders have rights to participate in the 2008 Offering and containing
                “favored nations” provisions only with respect to the 2008 Offering and
                Receivables Financing; 

            


    

    


    
      	 	
              (x)

            	
              amend
                Section 11(f) of the Notes to add thereto sentences that reads in
                their
                entirety as follows: “Each Holder may consent to the amendment to its,
                his, or her Notes, without effecting any Notes held by third parties.
                All
                Notes may be amended by the consent of the Holders of at least 95%
                of the
                aggregate principal amount of Notes then outstanding.”;
                

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              (xi)

            	
              amend
                the Warrants to provide that the Warrants may be amended by the consent
                of
                the holders of Warrants exercisable for at least 95% of the aggregate
                securities issuable upon the exercise thereof;
                and

            


    

    


    
      	 	
              (xii)

            	
              amend
                the consent heretofore granted exempting the grant of options and/or
                warrants exercisable for up to 4,500,000 shares of Common Stock to
                employees and/or consultants of the Company (including any adjustment
                to
                Conversion Price or Purchase Price resulting upon exercise of said
                options
                and warrants) to provide that such options and warrants may be subject
                to
                exercise price anti-dilution protection, but at exercise prices not
                lower
                than the conversion price of Notes in effect at the time such options
                or
                warrants are granted and further provided that such options and warrants
                shall not under any circumstances be exercisable for Common Stock
                in
                excess of 10% of the shares of Common Stock of the Company outstanding
                immediately following the Axiom Financing (not including any shares
                of
                Common Stock issued between the effective date of this Waiver and
                immediately prior to the closing of the Axiom Financing).
                

            


    

    


    Notwithstanding
      anything herein to the contrary, the foregoing shall become effective upon
      the
      receipt by the Company of fully completed forms of Consent and Agreement
      attached hereto from holders of not less than 80% of the Notes approving the
      matters referenced in Section (i) through (xii) above. In any event, provided
      the Company receives your fully completed form of Consent and Agreement
      approving the matters referenced in Section (i) through (xii) above, the
      adjustments to the Conversion Price of the Notes and the Purchase Price of
      the
      Warrants shall become effective on the earlier of (i) July 30, 2008 and (ii)
      the
      initial closing the 2008 Financing.

    


    The
      foregoing agreements and waivers relate solely to the 2008 Financing and the
      Receivables Financing and shall have no effect on any subsequent financing
      by
      the Company.

    


    The
      Company undertakes to file a Form 8-K describing the terms of this Waiver
      Agreement not later than as required under the rules of the Securities and
      Exchange Commission after the effectiveness of this Waiver Agreement.


    


    In
      exchange for the foregoing, the Company agrees promptly to change its transfer
      agent to Continental Sock Transfer & Trust Company and, to enter into an
      agreement with Conversion Agents LLC relating to the Notes and the
      Warrants.

    


    In
      the
      event that you fail to inform the Company of your consent and agreement as
      directed above, you will be deemed not to have consented or agreed to the
      foregoing matters.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    The
      Company attaches to this notice a form of consent and agreement, which the
      Company asks that each Holder complete and return in the pre-addressed, postage
      prepaid envelope included herewith. The Company respectfully requests that
      each
      Holder communicate his, her, or its decision in this regard to ______________,
      Chief Executive Officer of the Company, on or prior to __________________,
      2008.


    


    
      	
              TASKER
                PRODUCTS CORP.

            
	 	 
	
              By:

            	  

	 	
              Name:

            
	 	
              Title:
                Chief Executive Officer

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    CONSENT
      AND AGREEMENT

    


    To: Board
      of
      Directors of Tasker Products Corp. (the “Company”)

    


    Reference
      is made to the letter dated July ___, 2008 (the “Letter”)
      from
      the Company to the holders (the “Holders”)
      of the
      Secured Convertible Notes due September 27, 2010 and Secured Convertible Notes
      due December 20, 2010 (the “Notes”)
      and
      Class A Warrants (the “Warrants”)
      to
      acquire Shares of common stock, par value $0.001 per share (the “Common
      Stock”)
      of
      Tasker Products Corp., a Delaware corporation (the “Company”)
      pursuant to Subscription Agreements between the Holders and the Company (the
      “Subscription
      Agreements”).

    


    All
      capitalized terms used, but not otherwise defined, herein shall have the
      respective definitions assigned thereto in the Letter.

    


    The
      undersigned is the record and beneficial holder (the “Holder”)
      of the
      principal amount of Notes set forth below and makes the following election
      pursuant to the Letter (please check one box):

    


    
      	
            	 ̈	
              The
                undersigned CONSENTS
                AND AGREES TO
                the matters referenced (i) through (xii) in the
                Letter.

            


    

     

    
      	
            	 ̈	
              The
                undersigned DOES
                NOT
                CONSENT AND AGREE
                to
                the matters referenced (i) through (xii) in the
                Letter.

            


    

    


    In
      each
      case, the Company refers the Holder to his, her, or its conversion rights set
      forth in the Note and the Warrant.

    


    In
      the
      event that the undersigned fails to inform the Company of his, her, or its
      election as directed above by _____________________, the undersigned will be
      deemed not to have consented or agreed to any of the foregoing and the
      undersigned will be asked to refer to the terms and conditions of the Note
      for a
      description of rights and remedies. 

    


    (Please
      sign below to indicate the election made above)

    


    
      	
              Name:

            	 
	 	 
	
              Address:

            	 

	 	 
	
              Principal
                Amount 
of
                Notes:

            	    



    

    


    
      
        
        

      

      
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