**Exhibit
      10.80**








**CONFIDENTIAL
      SETTLEMENT AGREEMENT**


**AND
      GENERAL RELEASE**





Tasker
      Products Corp. (named as “Tasker Capital Corporation” in that certain lawsuit
      brought by James Collins styled *James
      Collins v. Tasker Capital Corporation* ,
      Docket
      No. FST-CV-06-5001519-S, now pending in the Connecticut Superior Court, Judicial
      District of Stamford), its successors and assigns (hereafter “Tasker”) and James
      Collins, his heirs, executors, administrators, successors, and assigns and
      anyone claiming by or through any of them (collectively referred to throughout
      this Agreement as “Collins”), agree to the following provisions of this
      Confidential Settlement Agreement and General Release (“Agreement and General
      Release”):





WHEREAS,
      Collins was formerly employed by Tasker; and





WHEREAS,
      Collins filed a certain lawsuit styled *James
      Collins v. Tasker Capital Corporation* ,
      Docket
      No. FST-CV-06-5001519-S, now pending in the Connecticut Superior Court, Judicial
      District of Stamford, (the “Lawsuit”); and





WHEREAS,
      Tasker and Collins deny each and every allegation of wrongdoing asserted against
      one by the other and neither the making of this Agreement and General Release
      nor anything contained herein shall, in any way, be construed or considered
      to
      be an admission by Tasker or Collins of guilt, or of non-compliance with, or
      violation of, any federal, state, or local statute or law, public policy, tort
      law, contract law, common law, or of any other wrongdoing, unlawful conduct,
      liability or breach of any duty whatsoever; and





WHEREAS,
      Collins and Tasker (hereafter the “Parties”) desire to compromise and fully and
      finally resolve all claims which were or could have been made in the Lawsuit
      and
      to resolve any and all claims and disputes of whatever kind or character against
      Tasker and all events occurring up to and including the date this Agreement
      and
      General Release is fully executed by the Parties; and





WHEREAS,
      Collins has been at all relevant times represented by his
      attorneys,


Garrison,
      Levin-Epstein, Chimes & Richardson, P.C., and has determined, with full
      advice of counsel, to knowingly and voluntarily enter into this Agreement and
      General Release.





NOW
      THEREFORE, in consideration of the terms and conditions hereafter set forth
      and
      of good and valuable consideration, the sufficiency of which is hereby
      acknowledged, the Parties agree as follows:





1) **No
      Admission of Wrongdoing.**





The
      Parties agree that neither this Agreement and General Release nor the furnishing
      of the consideration for this Agreement and General Release shall be deemed
      or
      construed at any time for any purpose as an admission by Releasees of wrongdoing
      or evidence of any liability or unlawful conduct of any kind.





Page
            2 o f 6





2) **Consideration** .





a)  **Cash.**





In
      consideration for signing this Agreement and General Release, and complying
      with
      its terms, Tasker agrees to pay Collins Four Hundred Thousand Dollars
      ($400,000). This amount is comprised of the following:





•
            One
                check in the amount of One Hundred Fifty Thousand Dollars ($150,000)
                less
                applicable withholdings and deductions, in a check payable to “James R.
                Collins” (the “Initial Payment”).





This
      Initial Payment of One Hundred Fifty Thousand ($150,000) Dollars shall be paid
      to Collins within four (4) days after the execution of this Agreement and
      General Release by both Parties hereto as the first installment of the full
      settlement amount of this Agreement and General Release.





•
            One
                check in the amount of Two Hundred Fifty Thousand Dollars ($250,000)
                less
                applicable withholdings and deductions, in a check payable to “James R.
                Collins” (the “Second Payment”).





This
      Second Payment of Two Hundred Fifty Thousand Dollars ($250,000) shall be paid
      to
      Collins within ninety (90) days after the execution of this Agreement and
      General Release by both Parties hereto, and will constitute the final
      installment of the full settlement amount.





These
      payments are made to Collins as full and final settlement of Collins’ claims for
      back wages, front pay and any other damages.





Collins
      hereby waives his entitlement to the seven (7) day right of
      revocation.





b)
            **Stock
                Options.**





!
            Tasker
                shall vest immediately and register 100% of the outstanding stock
                options
                exercisable for shares of Tasker Common stock held by Collins with
                the
                Securities and Exchange Commission. This consists of vesting an additional
                333,333 unvested options and registering 666,667 options. All of
                such
                options shall expire ninety (90) days from the date of the execution
                of
                this Agreement and General Release by both Parties
                hereto.





!
            Tasker
                will reduce the “strike price” (*i.e.,*the price that Collins would have to pay to exercise each of these
                options, should he choose to do so) from the current “strike price” of
                $1.45 per option to $0.40 per option.





Page 3 o f 6


3) **Indemnification.**





Except
      in
      the case of willful misconduct or gross negligence, Tasker shall
      indemnify,


defend,
      and hold Collins, his successors and assigns, harmless against any damages,
      costs, fines, penalties, liabilities, and reasonable attorneys’ fees suffered or
      incurred by Collins, his successors and assigns by reason of any legal action,
      suit or proceeding brought against Collins (other than by Tasker) including
      any
      amounts incurred or paid in settlement or any judgment of any action, suit,
      or
      proceeding brought under any statute, at common law, or otherwise, which arises
      under or in connection with Collins’ employment by Tasker. The obligations of
      Tasker under this paragraph are hereinafter collectively referred to as
“Indemnity Obligations.” The Company agrees to promptly tender any payments due
      Collins, his successors and assigns in respect of the Indemnity Obligations;
      provided that Collins provides Tasker prompt written notice of such action,
      suit
      or proceeding and Tasker, at its election, be entitled to control the defense
      and settlement of such action, suit or proceeding, at its own expense, with
      counsel reasonably selected by it and Collins shall consent to any settlement
      approved by Tasker which does not impose any payment or continuing obligation
      on
      Collins without Collins’ prior consent.





4)
            **No
                Consideration Absent Execution of this Agreement.**





Collins
      understands and agrees that he would not receive the monies and/or benefits
      specified in paragraph 2 above, except for his execution of this Agreement
      and
      General Release and the fulfillment of the promises contained
      herein.





5)
            **Mutual
                and Reciprocal General Releases of All
                Claims.**





Collins
      knowingly and voluntarily releases and forever discharges Tasker, any parent
      corporation, affiliates, subsidiaries, divisions, predecessors, insurers,
      successors and assigns, and their current and former employees, attorneys,
      officers, directors and agents thereof, both individually and in their business
      capacities, and their employee benefit plans and programs and their
      administrators and fiduciaries (collectively referred to throughout the
      remainder of this Agreement as “Releasees”), of and from any and all claims,
      known and unknown, asserted or unasserted, which Collins has or may have against
      Releasees as of the date of execution of this Agreement and General Release,
      including, but not limited to, any alleged violation of:





"
            Title
                VII of the Civil Rights Act of
                1964;


"
            Sections
                1981 through 1988 of Title 42 of the United States
                Code;


"
            The
                Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any
                vested benefits under any tax qualified benefit
                plan);


"
            The
                Immigration Reform and Control Act;


"
            The
                Americans with Disabilities Act of
                1990;


"
            The
                Age Discrimination in Employment Act of 1967
                (“ADEA”);


"
            The
                Workers Adjustment and Retraining Notification
                Act;


"
            The
                Fair Credit Reporting Act;


"
            Connecticut
                Human Rights and Opportunities Law B Conn. Gen. Stat. ' 46a-51*et
                seq.*;





Page 4 o f 6


"
            Connecticut
                Statutory Provision Regarding Retaliation and/or Discrimination for
                Filing
                a Workers Compensation Claim B Conn. Gen. Stat. '
                31-290a;


"
            Connecticut
                Equal Pay Laws B Conn. Gen. Stat. ' 31-58(e)*et
                seq.*,
                ''31-75 and 31-76;


"
            Connecticut
                Family and Medical Leave Law B Conn. Gen. Stat. ' 31-51kk*et
                seq.*;


"
            Connecticut
                Drug testing Law B Conn. Gen. Stat. ' 31-51t*et
                seq.*;


"
            Connecticut
                Whistleblower Law B Conn. Gen. Stat. ' 31-51m*et
                seq.*;


"
            Connecticut
                Free Speech Law B Conn. Gen. Stat. ' 31-51q*et
                seq.*;


"
            Connecticut
                Electronic Monitoring of Employees Law B Conn. Gen. Stat. '
                31-48d;


"
            Any
                other federal, state or local law, rule, regulation, or
                ordinance;


"
            Any
                public policy, contract, tort, or common law; or any basis for recovering
                costs, fees, or other expenses including attorneys’ fees incurred in these
                matters.





Tasker
      hereby releases Collins of and from any and all claims, known and unknown,
      asserted or unasserted, which Tasker has or may have against Collins as of
      the
      date of execution of this Agreement and General Release, other than Sections
      3.2
      and 3.5 of the Executive Employment Agreement dated as of December 1, 2004,
      between the Parties (the “Employment Agreement”).





In
      the
      event that Tasker defaults in payment of the Initial Payment or Second Payment
      under this Agreement and General Release, the above releases by Collins will
      be
      void and unenforceable. If any such default occurs, Collins, or in the event
      of
      his death or incapacity, his successors, assigns, heirs and estate, will be
      free
      to pursue the above-described Lawsuit and any other claim(s) he may have against
      Tasker.





Once
      the
      Second Payment of Two Hundred Fifty Thousand Dollars ($250,000) is made and
      the
      options are vested, reduced in value and registered with the Securities and
      Exchange Commission, Collins will promptly withdraw the Lawsuit with
      prejudice.





6)
            **Acknowledgments
                and Affirmations.**




Collins
      affirms that he has not filed, caused to be filed, or presently is a party
      to
      any claim against Releasees except for the Lawsuit. Collins also affirms that
      with this settlement of the Lawsuit he has been paid and/or has received all
      compensation, wages, bonuses, commissions, and/or benefits to which he may
      be
      entitled. Collins affirms that he has been granted any leave to which he was
      entitled under the Family and Medical Leave Act or related state or local leave
      or disability accommodation laws. Collins further affirms that he has no known
      unreported workplace injuries or occupational diseases. Collins also affirms
      that he has not divulged any proprietary or confidential information of
      Releasees and will continue to maintain the confidentiality of such information,
      and any applicable agreement(s) Collins may have with Releasees and/or with
      his
      obligations under federal, state or local law. Collins further affirms that
      he
      has not been retaliated against for reporting any allegations of wrongdoing
      by
      Releasees, including any allegations of corporate fraud. Both Parties
      acknowledge that this Agreement does not limit either party’s right, where
      applicable, to file or participate in an investigative proceeding of any
      federal, state or local governmental agency. To the extent permitted by law,
      Collins agrees that if such an administrative claim is made, Collins shall
      not
      be entitled to recover any individual monetary relief or other individual
      remedies.




Page 5 o f 6





7)
            **Confidentiality.**





Both
      Collins and Tasker agree that the terms and provisions of this Agreement and
      General Release, including the fact of this Agreement and General Release itself
      and the amount of the consideration, are and shall remain confidential and
      that
      they shall not, individually or through their agents, attorneys, family members
      or other representatives or those acting on their behalf, in any manner notify,
      provide, publish, publicize, disclose, disseminate, or in any way make known
      to
      any third person organization or entity, the existence of this Agreement and
      General Release, its terms or conditions, or the discussions that led to the
      making of this Agreement and General Release, provided, however, that if asked
      about the status of the Lawsuit it will not be a violation of this provision
      to
      respond that the matter is “resolved.” The foregoing shall not preclude such
      disclosure as follows: disclosure to a spouse; children; disclosure to
      attorneys, accountants, insurers or others who require such information to
      perform professional services; disclosure within Tasker for business purposes;
      disclosure as may be required by law or to the Securities and Exchange
      Commission; and/or disclosure as may be necessary to enforce the terms of this
      Agreement and General Release. The Parties agree that violation of any
      obligation contained in this paragraph is a material breach of this Agreement
      and shall entitle the non-breaching party to all available remedies, including
      but not limited to the right to injunctive relief, an *ex
      parte* preliminary injunction and/or temporary restraining order against any person
      or
      entity who has so breached or may be intending to so breach this Confidentiality
      clause, and all reasonable attorneys’ fees, costs and expenses incurred in
      obtaining injunctive or other relief.





8.
            **Governing
                Law and Interpretation.**





This
      Agreement and General Release shall be governed and conformed in accordance
      with
      the laws of the State of Connecticut without regard to its conflict of laws
      provision. In the event of a breach of any provision of this Agreement and
      General Release, either party may institute an action specifically to enforce
      any term or terms of this Agreement and General Release and/or seek any damages
      for breach.





Should
      any provision of this Agreement and General Release be declared illegal
      or


unenforceable
      by any court of competent jurisdiction and cannot be modified to be enforceable,
      excluding the general release language, such provision shall immediately become
      null and void, leaving the remainder of this Agreement and General Release
      in
      full force and effect.





9.
            **Amendment.**





This
      Agreement and General Release may not be modified, altered or changed except
      in
      writing and signed by both Parties wherein specific reference is made to this
      Agreement and General Release.




10.
            **Entire
                Agreement.**





This
      Agreement and General Release sets forth the entire agreement between the
      Parties hereto, and fully supersedes any prior agreements or understandings
      between the Parties, including the Letter Agreement dated January 18, 2007
      between the Parties and the Employment Agreement, other than Sections 3.2 and
      3.5 of the Employment Agreement. Collins acknowledges that he has not relied
      on
      any representations, promises, or agreements of any kind made to him in
      connection with his decision to accept this Agreement and General Release,
      except for those set forth in this Agreement and General Release.





Page 6 o f 6




COLLINS
      AGREES THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS
      AGREEMENT AND GENERAL RELEASE. COLLINS HAS CONSULTED WITH AN ATTORNEY PRIOR
      TO
      SIGNING THIS AGREEMENT AND GENERAL RELEASE.





COLLINS
      WAIVES HIS RIGHT TO REVOKE THIS AGREEMENT AND GENERAL RELEASE FOR A PERIOD
      OF
      SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY HE SIGNS THIS AGREEMENT AND GENERAL
      RELEASE.





COLLINS
      AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT
      AND
      GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO
      TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.





COLLINS
      FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT
      AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS
      OR
      MIGHT HAVE AGAINST RELEASEES.





The
      Parties knowingly and voluntarily sign this Agreement and General
      Release


as
      of the
      date(s) set forth below:




**TASKER
              PRODUCTS CORP.**By:
            /s/
              Lanyy
              Dacus
            
            
            02/16/07Lanyy
              Dacus
            
            
            DatePresident
              and
              CEO/s/ James Collins
            
            
            02/16/07**JAMES
                COLLINS**
            
            
            Date