Wall Street                                              555 Fifth Avenue
Investor Relations                                       14th Floor
                                                         New York, NY 10017
                                                         212-681-4100
                                                         212-681-4016 Fax
                                                         www.WalIStreetIR.com
New York  * Boston   * Cleveland
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Mr. Robert Appleby, President and Chief Executive Officer Tasker Capital Corp.
100 Mill Plain Road Danbury, CT06811

Under the terms of this contract, Wall Street Investor Relations ("WSIR") will
provide counsel and assistance in implementing Tasker Capital Corp.'s ("TKER")
investor relations program, which will include, but will not be limited to:

      Develop Investment Thesis:

            Conduct a comprehensive analysis of company
            Develop Company Profile
            Produce a Peer Group comparison
            Solicit investor input to solidify investor base

      Identify Target Investors:

            Match company investment merits with investment focus of portfolio
                managers
            Contact retail sales network to promote interest
            Establish interest with sell-side analysts who follow sector and
                industry

      Disseminate Story:

            Pitch investment merits to portfolio managers and brokers
            Distribute investor packets to potential investors \
            Develop investor list for distribution of company developments
            Maintain ongoing dialog with existing and potential investors

      Monitor Trading Activity

            Identify trends and run technical analyses
            Tap network of traders to get into communication loop

      Ongoing Communications:

            Prepare and distribute press releases
            Assist in Annual Report preparation
            Provide financial writing and editing
            Handle all investor inquiries
            Provide ongoing information source for investors
            Web content and website maintenance supervision
            Develop and schedule roadshows and presentations
            Manage conference calls
            Interact with analyst to support research coverage
            Solicit additional research coverage

      Other Services:

            Crisis management
            Project consulting
            Business Plans
            Mergers and acquisitions and strategic consulting
<PAGE>

Wall Street Investor Relations
Tasker Capital Corp. - Engagement Letter                                  Page 2

The contract will cover a period of three months, commencing on [ADD DATE] and
will automatically be renewed at the end of each period unless otherwise advised
in writing, by either party, at least thirty days in advance of the end of the
period. Our monthly consulting fee is $10,000. Considering TKER's immediate
working capital needs, especially during the initiation of the company's product
introductions, WSIR is willing to accept a combination of cash and stock
payment, keeping in mind that any stock offered by the company will be
restricted stock (not marketable) and, as such, is subject to market risk. While
it is not the intention of WSIR to sell stock received as payment in the
short-term and WSIR would consider itself a long-term investor, WSIR has no
control over the company's management's success in executing its business model
or the market in general. WSIR considers it prudent to have the ability
liquidate its position in the company as a defensive action to preserve its
consulting fee should a negative event have an adverse effect on the company's
share price. Accordingly, any stock accepted as fee payment must be registered
at the company's earliest convenience, but no later than thirty days.

To accommodate payments of stock, we suggest that such payments be made in
quarterly intervals rather than monthly. WSIR would vest one third of the stock
payment at the beginning of each month. We believe this vesting process would
enable TKER to amortize the expense monthly according to GAAP. Recognizing that
the acceptance of TKER's shares as payment interposes a degree of risk to WSIR
in that the company's share price can fluctuate either up or down due to
numerous market and company variables, we would normally require a premium to
the value of shares in lieu of cash. However, to adjust for this potential
exposure, we recommend that the shares for the three month period be priced
according to the closing price of the trading session proceeding the first day
of the three month period.

TKER will assume the expenses a publicly traded company normally incurs as part
of its investor relations program. This may include conference calls,
distribution of news releases, costs of producing quarterly and annual reports,
fees required to register for conferences, hosting broker/analyst
meeting/luncheons/breakfasts. Any such expenses that WSIR might incur on your
behalf will be approved by you in advance and billed directly to you by the
vendor or, if billed directly to WSIR, you agree to promptly reimburse WSIR.
Should WSIR travel to presentations, conferences, etc. at the request of TKER,
you agree to pay these expenses in a timely manner.

As we are critically dependent on information we receive from you, your
directors, officers, and employees, TKER will indemnify, hold harmless and
defend WSIR, its directors, officers, employees and agents from and against any
and all claims, actions, proceedings, losses, liabilities, costs and expenses,
(including, without limitation, advancement and reimbursement of reasonable
attorney's fees) incurred by any of them in connection with or as the result of
any information given to WSIR by, or as directed by, TKER or its
representatives.

WSIR agrees to maintain the confidentiality of TKER's Confidential Proprietary
information furnished in oral, visual, written and/or other tangible form and
not disclose such information to any third party, except as authorized by TKER.
The parties agree to exclude from the provisions of this confidentiality
agreement information which WSIR already had in its possession without
confidential limitation at the time of disclosure by TKER, information which is
independently developed by WSIR without breach of this Agreement; information
known or that becomes known to the general public without breach of this
Agreement by WSIR; and information that is received rightfully and without
confidential limitations by WSIR from a third party.

<PAGE>

Wall Street Investor Relations
Tasker Capital Corp. -- Engagement Letter                                 Page 3


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Sincerely yours,

Joseph M. Zappulla
President & CEO


I acknowledge and accept the above services and fee requirements:

/s/ [ILLEGIBLE]

                                                                 [ILLEGIBLE]
Robert Appleby, President and Chief Executive Officer              -------
                                                                    Date