CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS
           AND EMPLOYEES OF TASKER CAPITAL CORP. AND ITS SUBSIDIARIES

Important Note: This code of conduct provides information about the standards of
integrity that Tasker Capital Corp. and its subsidiaries ("Tasker", "We" or
"Us") require all employees, officers and members of the Board of Directors to
follow. It does not address every situation or set forth every rule, nor is it a
substitute for the responsibility of each individual to exercise good judgment.
Tasker, in its sole discretion, may modify the terms of this code of conduct at
any time. Any modifications become effective immediately.

1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM TASKER HAS AN OBLIGATION

We are committed to honesty, just management, fairness, providing a safe and
healthy environment free from the fear of retribution, and respecting the
dignity due everyone.

For the communities in which we live and work we are committed to observe sound
business practices and to act as concerned and responsible neighbors, reflecting
all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

For our suppliers and partners we are committed to fair competition and the
sense of responsibility required of a good customer and teammate.

Since no code of conduct can anticipate and cover every business situation,
common sense and good judgment are our best guides. In other instances, you also
may want to consult your coworkers, your supervisor or other managers for
guidance. Each of us plays an important role in assuring the highest level of
business ethics and integrity in Tasker in every meeting we conduct, every
contract we negotiate, and every strategy we implement. Working together, we
must set and meet the highest standards of business excellence that our
customers, stockholders and employees expect from us.

We expect that contractors, consultants, agents, representatives and others
conducting business on behalf of Tasker will conform to the behaviors required
by this code of conduct. The document should be shared with these individuals,
and the failure to conform to these guidelines should be considered a potential
basis for terminating Tasker's relationship with them.

2. PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and appreciated. We respect cultural diversity and will not tolerate harassment
or discrimination of any kind--especially involving race, color, religion,
gender, age, national origin, disability, and veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace. While everyone who works for Tasker must contribute to the
creation and maintenance of such an environment, our executives and management
personnel assume special responsibility for fostering a work environment that is
free from the fear of retribution and will bring out the best in all of us.
Supervisors must be careful in words and conduct to avoid placing, or seeming to
place, pressure on subordinates that could cause them to deviate from acceptable
ethical behavior.


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3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND OUR WORLD

We are committed to providing a drug-free, safe and healthy work environment,
and to observing environmentally sound business practices. Each of us is
responsible for compliance with environmental, health and safety laws and
regulations.

4. KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete business records. Transactions between
Tasker and outside individuals and organizations must be promptly and accurately
entered in our books in accordance with generally accepted accounting practices
and principles. No one should rationalize or even consider misrepresenting facts
or falsifying records. It will not be tolerated and will result in disciplinary
action.

5. OBEY THE LAW

We will conduct our business in accordance with all applicable laws and
regulations. Compliance with the law does not comprise our entire ethical
responsibility. Rather, it is a minimum, absolutely essential condition for
performance of our duties. In conducting business, we shall:

      A.    Strictly Adhere To All Antitrust Laws

            Officer, directors and employees must strictly adhere to all
            antitrust laws. Such laws exist in the United States and in many
            other countries where Tasker may conduct business. These laws
            prohibit practices in restraint of trade such as price fixing and
            boycotting suppliers or customers. They also bar pricing intended to
            run a competitor out of business; disparaging, misrepresenting, or
            harassing a competitor; stealing trade secrets; bribery; and
            kickbacks.

       B.  Strictly Comply With All Securities Laws

            In our role as a publicly owned company, we must always be alert to
            and comply with the security laws and regulations of the United
            States and other countries.

            I.  Do Not Engage In Speculative Or Insider Trading

            Federal law and Tasker policy prohibits officers, directors and
            employees, directly or indirectly through their families or others,
            from purchasing or selling company stock while in the possession of
            material, non-public information concerning Tasker. This same
            prohibition applies to trading in the stock of other publicly held
            companies on the basis of material, non-public information.

            Material, non-public information is any information that could
            reasonably be expected to affect the price of a stock. If an
            officer, director or employee is considering buying or selling a
            stock because of inside information they possess, they should assume
            that such information is material. It is also important for the
            officer, director or employee to keep in mind that if any trade they
            make becomes the subject of an investigation by the government, the
            trade will be viewed after-the-fact with the benefit of hindsight.
            Consequently, officers, directors and employees should always
            carefully consider how their trades would look from this
            perspective.


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            Two simple rules can help protect you in this area: (1) Never use
            non-public information for personal gain. (2) Do not pass along such
            information to someone else who has no need to know.

            This guidance also applies to the securities of other companies for
            which you receive information in the course of your employment at
            Tasker.

            II.  Be Timely And Accurate In All Public Reports

            As a public company, Tasker must be fair and accurate in all reports
            filed with the United States Securities and Exchange Commission.
            Officers, directors and management of Tasker are responsible for
            ensuring that all reports are filed in a timely manner and that they
            fairly present the financial condition and operating results of
            Tasker.

            Securities laws are vigorously enforced. Violations may result in
            severe penalties including significant fines against Tasker. There
            may also be sanctions against individual employees including
            substantial fines and prison sentences.

            The Chief Executive Officer and Chief Financial Officer will certify
            to the accuracy of reports filed with the SEC in accordance with the
            Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or
            willingly make false certifications may be subject to criminal
            penalties or sanctions including fines and imprisonment.

      C.    Protect Tasker's Intellectual Property Assets, Such as Copyrights,
            Trademarks, Service marks, Patents and Trade Secrets

Various laws and international treaties govern how intellectual property rights
are created, maintained and protected. In many instances, such as patents, this
requires filing of documentation with government authorities. Intellectual
property developed by Tasker's employees or purchased by Tasker and related to
Tasker's business is the property of Tasker. Sometimes Tasker may license
another party's intellectual property. In addition to maintaining the
confidentiality of such intellectual property, you may not use the intellectual
property for non-Tasker purposes without the consent of your management.

6. AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their complete
loyalty to the best interests of Tasker. They should avoid any action that may
involve, or may appear to involve, a conflict of interest with Tasker. Officers,
directors and employees should not have any financial or other business
relationships with suppliers, customers or competitors that might impair, or
even appear to impair, the independence of any judgment they may need to make on
behalf of Tasker.

Here are some ways a conflict of interest could arise:

      -Employment by a competitor, or potential competitor, regardless of the
nature of the employment, while employed by Tasker.

      -Acceptance of gifts, payment, or services from those seeking to do
business with Tasker.

      -Placement of business with a firm owned or controlled by a Tasker
officer, director or employee or his/her family.

      -Ownership of, or substantial interest in, a company that is a competitor,
client or supplier of Tasker's.

      -Acting as a consultant to a Tasker customer, client or supplier.

      -Seeking the services or advice of an accountant or attorney who has
provided services to Tasker.


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Officers, directors and employees are under a continuing obligation to disclose
any situation that presents the possibility of a conflict or disparity of
interest between the officer, director or employee and Tasker. Disclosure of any
potential conflict is the key to remaining in full compliance with this policy.

7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the acquisition of
goods and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt to
obtain and do not accept such information from any source.

If you are involved in Tasker's transactions, you must be certain that all
statements, communications, and representations are accurate and truthful.

8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be free from
even the perception that favorable treatment was sought, received, or given in
exchange for the furnishing or receipt of business courtesies. Officers,
directors and employees of Tasker will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
Tasker, or could cause embarrassment to or reflect negatively on Tasker's
reputation.

9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and retention of those
who represent Tasker. Agents, representatives and consultants must certify their
willingness to comply with Tasker's policies and procedures and must never be
retained to circumvent our values and principles. Paying bribes or kickbacks,
engaging in industrial espionage, obtaining the proprietary data of a third
party without authority, or gaining inside information or influence are just a
few examples of what could give us an unfair competitive advantage and could
result in violations of law.

10. PROTECT PROPRIETARY INFORMATION

Tasker's proprietary information may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities, suppliers, customers and competitors may sometimes
divulge to you information that is proprietary to their business.

Respect these confidences.

11. OBTAIN AND USE TASKER'S ASSETS WISELY

Personal use of Tasker property must always be in accordance with corporate
policy. Proper use of Tasker property, information resources, material,
facilities and equipment is your responsibility. Use and maintain these assets
with the utmost care and respect, guarding against waste and abuse, and never
borrow or remove Tasker property without management's permission.


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12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES

Tasker encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time and at their own expense. In the United States, federal law prohibits
corporations from donating corporate funds, goods, or services, directly or
indirectly, to candidates for federal offices--this includes employees' work
time. Local and state laws also govern political contributions and activities as
they apply to their respective jurisdictions.

13. COMPLIANCE OFFICER

Tasker shall appoint a Compliance Officer empowered to enforce this Code of
Ethics. The Compliance Officer will report to the Board of Directors at least
once each year regarding the general effectiveness of Tasker's Code of Ethics,
Tasker's controls and reporting procedures and Tasker's business conduct.

14. DISCIPLINARY MEASURES

Tasker shall consistently enforce its Code of Ethics and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Compliance Officer. Pursuant to procedures adopted by
the Board of Directors, the Compliance Officer shall determine whether
violations of the Code have occurred and, if so, shall determine the
disciplinary measures to be taken against any employee or agent of Tasker who
has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the
Compliance Officer, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation, (ii) persons who if requested to divulge
information withhold material information regarding a violation, and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.

If you become aware of any existing, suspected or potential violation of this
Code or of any law, rule or regulation, you must promptly report that
information to your supervisor or, if you feel uncomfortable discussing the
matter with your supervisor for any reason, you should report the information to
the Compliance Officer or to an officer of Tasker. In addition, if you wish to
raise a concern or to report a violation on an anonymous basis, you may do so by
communicating in writing to the Compliance Officer, c/o Tasker Capital Corp.,
100 Mill Plain Road, Danbury, CT 06811. The writing should include sufficient
information and specificity to allow the Compliance Officer to review the
matter. If you have questions about the application of this Code, or you wish
guidance, you should feel free to consult with the Compliance Officer.

If you have concerns or complaints about the accuracy and integrity of Tasker's
accounting, auditing and financial reporting, you may report your concerns to
the Compliance Officer or to the Board of Directors or to Tasker's outside
counsel, Thompson Hine LLP, One Chase Manhattan Plaza, 58th floor, New York, New
York 10005, Attention Stuart J. Welburn, Esq. All persons are encouraged to
submit good faith concerns and complaints without fear of retaliation of any
kind. Tasker will not discharge, demote, suspend, threaten, harass or in any
other manner discriminate against any employee in the terms and condition of his
or her employment because the employee has raised good faith concerns or
complaints in accordance with these procedures. If an employee wishes to do so,
he or she may communicate concerns anonymously as set forth in this paragraph
14. This writing should include sufficient information and specificity to allow
Tasker to review the subject matter.


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Upon receipt of a concern or complaint, the Compliance Officer or Mr. Welburn
will communicate the concern or complaint to the Board of Directors. The Board
of Directors, in consultation with Thompson Hine LLP, will determine how the
concern or complaint should be evaluated and, if necessary, investigated by Mr.
Welburn or by such other persons as may be appropriate. Prompt and corrective
action will be taken when and as warranted in the judgment of the Board of
Directors. Tasker will make every effort to maintain, within the limits allowed
by law and consistent with the need to conduct an adequate review, the
confidentiality of anyone submitting a concern or complaint.

The Compliance Officer shall report quarterly to the Board of Directors with
respect to the status of all pending submissions of concerns or complaints
concerning matters covered by these procedures. Copies of each file will be
maintained in accordance with Tasker's document retention policy.

No person shall be subject to retaliation or adverse personnel action of any
kind for raising a concern or reporting in good faith about matters that he or
she feels may violate this Code or any law, rule or regulation. Tasker will make
every effort to maintain, within the limits allowed by law and consistent with
the need to conduct an adequate review, the confidentiality of anyone requesting
guidance or reporting questionable behavior.

Waivers of the code of conduct

We expect that Tasker people will follow the code of conduct and that waivers
will rarely be requested or granted. Waivers can be granted only by the
Compliance Officer after consultation with your supervisor. Waivers for members
of the Board of Directors, executive officers and other members of the Executive
Committee can be granted only by the Board of Directors and must be disclosed
promptly to our stockholders.

Amendments to this Code may be made only by the Board of Directors.

The code of conduct is not a contract of employment

The code of conduct does not create any contractual rights of any kind between
Tasker and its employees or between Tasker and third parties.

March 2005

TASKER'S COMPLIANCE OFFICER IS ROBERT D. JENKINS.  He can be contacted at:

                                Robert D. Jenkins
                             Chief Financial Officer
                              Tasker Capital Corp.
                               100 Mill Plain Road
                                Danbury, CT 06811
                                Tel: 203-546-3555
                                Fax: 203-546-3427
                     Via Email: rdjenkins@taskerproducts.com


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