**Exhibit
      10.79**








**EMPLOYMENT
      AGREEMENT**





EMPLOYMENT **** AGREEMENT
      (this “Agreement”) made and entered into in Danbury, CT, by and between Tasker
      Products Corp. (the “Company”), a Nevada corporation with its principal place of
      business at 39 Old Ridgebury Road, Suite 14, Danbury, CT, and Lanny Dacus (the
      “Executive”), effective as of the 12 th day of
      December, 2006.





WHEREAS,
      the operations of the Company are a complex matter requiring direction and
      leadership in a variety of arenas, including financial, strategic planning,
      regulatory, community relations and others;





WHEREAS,
      the Executive is possessed of certain experience and expertise that qualify
      him
      to provide the direction and leadership required by the Company; and





WHEREAS,
      subject to the terms and conditions set forth in this Agreement, the Company
      therefore wishes to employ the Executive as its Chief Executive Officer and President
      and the Executive wishes to accept such employment;





NOW,
      THEREFORE, in consideration of the mutual covenants and promises hereinafter
      set
      forth and for other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Company and the Executive hereby agree
      as
      follows:




1.  Employment .
      Subject
      to the terms and conditions set forth in this Agreement, the Company hereby
      offers and the Executive hereby accepts employment.





2.  Term .
      Subject
      to earlier termination as hereafter provided, this Agreement shall have a term
      of two (2) years commencing on the effective date hereof. The term of this
      Agreement is hereafter referred to as “the term of this Agreement” or “the term
      hereof.”





3.  Title
      and Duties .
      Executive agrees during the term of this Agreement to devote substantially
      all
      of his working time, attention, skill and efforts during normal working hours
      to
      the performance of his duties, faithfully and to the best of his abilities
      and
      in accordance with the supervision and direction of the Board of Directors
      of
      the Company (the “Board”). The Executive shall serve as Chief Executive Officer
      (as of December 14, 2006) and President (as of December 12, 2006) of the Company
      and shall have duties customarily associated with such positions and such other
      duties as reasonably determined by the Board, in its discretion. Provided,
      however, that the Executive may devote reasonable amounts of time required
      for
      purposes of:





(a)  serving
      as a director or member of a committee of an organization or corporation,
      provided such activities do not involve a conflict of interest with the
      Executive’s duties and responsibilities at the Company and do not interfere with
      the regular and diligent performance of those duties and
      responsibilities.








(b)  managing
      his personal investments or engaging in any other noncompeting business
      activities, provided that such activities do not involve a conflict of interest
      with the Executive’s duties and responsibilities at the Company and do not
      interfere with the regular and diligent performance of those duties and
      responsibilities.





4.  Compensation
      and Benefits .
      As
      compensation for all services performed by the Executive under and during the
      term hereof and subject to performance of the Executive’s duties and of the
      obligations of the Executive to the Company, pursuant to this Agreement or
      otherwise:




(a) Base
      Salary .
      During
      the term hereof, the Company shall pay the Executive
      a salary at the rate of Sixty Thousand Dollars ($60,000) per annum (“Base
      Salary”), payable in accordance with the payroll practices of the Company for
      its executives. Executive’s Base Salary may be subject to increase by the Board
      in its sole discretion.





(b)  Bonus
      Compensation .
      Executive shall be eligible to be considered for a bonus annually during the
      term hereof. The amount of such bonus, if any, shall be determined by the Board
      in its sole discretion.





(c)  Vacations .
      During
      the term hereof, the Executive shall be entitled to


twenty-five
      (25) days of vacation per year, to be taken at such times and intervals as
      shall
      be determined by the Executive, subject to the reasonable business needs of
      the
      Company. Vacation shall otherwise be governed by the policies of the Company,
      as
      in effect from time to time.





(d)  Other  Benefits .
      During
      the term hereof and subject to any contribution generally required of Executives
      of the Company, the Executive shall be entitled to participate in any and all
      employee benefit plans from time to time in effect for Executives of the Company
      generally, except to the extent such plans are in a category of benefit
      otherwise provided to the Executive ( *e* . *g* .,
      severance pay). Such participation shall be subject to the terms of the
      applicable plan documents and generally applicable Company policies. The Company
      may alter, modify, add to or delete its employee benefit plans at any time
      as
      it, in its sole judgment, determines to be appropriate, without recourse by
      the
      Executive. The Company also agrees to provide the Executive with short term
      and
      long term disability benefits. In the event that the Company terminates its
      group health insurance plan, the Company agrees to reimburse the Executive
      for
      the costs of obtaining comparable health insurance coverage during the term
      of
      this Agreement. The Company agrees to reimburse the Executive for the cost
      of
      his continued group health insurance coverage (under a prior employer’s plan)
      until he receives family coverage under the Company’s group health insurance
      plan.





(e)  Business
      Expenses .
      The
      Company shall pay or reimburse the Executive for all reasonable business
      expenses incurred or paid by the Executive in the performance of his duties
      and
      responsibilities hereunder, subject to such reasonable substantiation and
      documentation as may be specified by the Company from time to time.





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(f)  Company
      Automobile .
      The
      Company will provide the Executive with a Company automobile during the term
      hereof, and will reimburse the Executive for all reasonable automobile expenses.





|(g) | Warrants.
|--- | ---------




(i)  The
      Executive has been granted (subject to execution of this Agreement) warrants
      exercisable for 4,777,778 shares of the Company’s common stock, at an exercise
      price of $0.11 per share (the “Initial Warrants”). Five Hundred Ninety Seven
      Thousand Two Hundred Twenty Four (597,224) shares of the Initial Warrants vest
      three months from December 1, 2006 (such date of December 1, 2006 being the
      “Grant Date”). The remaining Four Million One Hundred Eighty Thousand Five
      Hundred Fifty Four (4,180,554) shares vest in equal quarterly installments
      thereafter (i.e., 597,222), with full vesting of all Initial Warrants occurring
      on the two (2) year anniversary of the Grant Date. The Executive has been
      granted (subject to execution of this Agreement) additional warrants exercisable
      for 13,222,222 shares of the Company’s common stock (the “Additional Warrants”).
      The Additional Warrants shall vest and be exercisable as follows: (i) Additional
      Warrants exercisable for One Million Six Hundred Fifty Two Thousand Seven
      Hundred Seventy Eight (1,652,778) Company shares shall vest, at an exercise
      price of $0.12 per share, on March 31, 2007; (ii) Additional Warrants
      exercisable for Six Million (6,000,000) Company shares shall vest in three
      equal
      installments (i.e., 2,000,000 each), at an exercise price of $0.12 per share
      in
      the second, third and fourth calendar quarters of 2007, provided that, (A)
      in
      such second calendar quarter Executive has brought one poultry or seafood plant
      as a customer to the Company and (B) for each of the third and fourth calendar
      quarters the Executive has brought two poultry and/or seafood plants as
      customers to the Company (it being understood that in the event that Executive
      has brought at least five poultry and/or seafood plants as customers to the
      Company during calendar year 2007, all of the Additional Warrants described
      in
      this clause (ii) shall vest on the date on which the Executive brings the fifth
      poultry and/or seafood plant customer to the Company during such calendar year);
      (iii) Additional Warrants exercisable for Four Million (4,000,000) Company
      shares shall vest, at an exercise price of $0.18 per share, in the first and
      second calendar quarters of 2008, provided the Executive has brought two poultry
      and/or seafood plants as customers to the Company during each such calendar
      quarter (it being understood that in the event that Executive has brought at
      least nine poultry and/or seafood plants as customers to the Company prior
      to
      July 1, 2008, all of the Additional Warrants described in clause (ii) above
      and
      this clause (iii) shall vest (to the extent not previously vested) on the date
      on which the Executive brings the ninth poultry and/or seafood plant customer
      to
      the Company) and (iv) Additional Warrants exercisable for One Million Five
      Hundred Sixty Nine Thousand Four Hundred Forty Four (1,569,444) Company shares
      shall vest, at an exercise price of $0.18 per share, on September 30, 2008
      provided the Executive has brought two poultry and/or seafood plants as
      customers to the Company during the third calendar quarter in 2008 (it being
      understood that in the event that Executive has brought at least eleven poultry
      and/or seafood plants as customers to the Company prior to October 1, 2008,
      all
      of the Additional Warrants described in clauses (ii) and (iii) above and this
      clause (iv) shall vest (to the extent not previously vested) on the date on
      which the Executive brings the eleventh poultry and/or seafood plant customer
      to
      the Company). Notwithstanding the foregoing, all of the Additional Warrants
      shall vest no later that the date that Executive has brought his eleventh
      poultry and/or seafood plant as a customer to the Company. Vesting of the
      Initial Warrants and the Additional Warrants shall cease if the Executive’s
      employment under this Agreement is terminated, unless termination is by the
      Company other than for Cause, by the Executive for Good Reason, or caused by
      the
      Executive’s death or disability. Each of the Initial Warrants and Additional
      Warrants are exercisable for a ten (10) year period following the Grant Date,
      provided, however, that if the Executive’s employment under this Agreement is
      terminated by the Company other than for Cause, by the Executive for Good
      Reason, or caused by the Executive’s death or disability, such warrants are
      exercisable no later than five (5) years from the date of such termination,
      resignation, death or disability (but in no case later than ten years following
      the Grant Date); provided, further, that in the event the Executive’s employment
      under this Agreement is terminated by the Company for Cause or by the Executive
      without Good Reason, such warrants are exercisable through the date of
      termination or resignation (to the extent vested).





(ii)  In
      the
      event the Company undergoes a Change in Control, as defined below, one hundred
      percent (100%) of the then unvested portion of the Initial Warrants and
      Additional Warrants shall become vested and exercisable upon the occurrence
      of
      such Change in Control. A “Change in Control” means the occurrence of any of the
      following events: (a) the Company is a party to, or the stockholders approve,
      a
      merger, consolidation or reorganization with another entity (other than a
      merger, consolidation or reorganization that results in the shareholders of
      the
      Company immediately prior to the transaction holding more than 50% of the voting
      power of the surviving entity in the transaction immediately after consummation
      of the transaction); (b) a sale of all, or substantially all, of the assets
      of
      the Company; (c) any individual, partnership, firm, corporation, association,
      trust, unincorporated organization or other entity, or any syndicate or group
      deemed to be a person under Section 14(d)(2) of the Exchange Act, is or becomes
      the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
      or indirectly, of shares of common stock of the Company representing 35% or
      more
      of the voting power of the Company’s then outstanding securities entitled to
      vote in the election of directors of the Company; or (d) the Company is
      dissolved or liquidated; *provided
      however* ,
      that a
      change in control under clause (a), (b), (c), or (d) shall not be deemed to
      be a
      Change in Control as a result of an acquisition of securities of the Company
      by
      an employee benefit plan maintained by the Company for its employees.





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(iii)  In
      the
      event the Executive’s employment under this Agreement is terminated by the
      Company other than for Cause, by the Executive for Good Reason, or caused by
      the
      Executive’s death or disability, the unvested portion of the Initial Warrants
      that would have otherwise vested in the succeeding two (2) calendar quarters
      shall become vested and exercisable upon the occurrence of such termination,
      resignation, death or disability.




5.  Termination
      of Employment .
      Notwithstanding the provisions of Section 2 hereof, the Executive’s employment
      hereunder shall terminate prior to the expiration of the term under the
      following circumstances:





(a)  Death .
      In the
      event of the Executive’s death during the term hereof, the


Executive’s
      employment hereunder shall immediately and automatically terminate. In such
      event, the Company shall pay to the Executive’s designated beneficiary or, if no
      beneficiary has been designated by the Executive, to his estate, (i) the Base
      Salary earned but not paid through the date of termination, (ii) any vacation
      time earned but not used through the date of termination, (iii) any business
      expenses incurred by the Executive but unreimbursed on the date of termination,
      provided that such expenses and required substantiation and documentation are
      submitted within sixty (60) days of termination and that such expenses are
      reimbursable under Company policy; (iv) continued payment of Base Salary for
      the
      period of time that the Executive would have been entitled to receive such
      payments under Section 5(d) below if his employment had been terminated by
      the
      Company other than for Cause on the date of his death; and (v) any bonus owed
      to
      the Executive. The Company shall have no further obligation to the Executive
      hereunder.





(b)  Disability .





(i)  The
      Company may terminate the Executive’s employment


hereunder,
      upon notice to the Executive, in the event that the Executive becomes disabled
      during his employment hereunder through any illness, injury, accident or
      condition of either a physical or psychological nature and, as a result, is
      unable to perform substantially all of his duties and responsibilities
      hereunder, for one hundred twenty (120) consecutive days during any calendar
      year. In the event of such termination, the Company shall pay to the Executive
      (i) the Base Salary earned but not paid through the date of termination, (ii)
      any vacation time earned but not used through the date of termination, and
      (iii)
      any business expenses incurred by the Executive but unreimbursed on the date
      of
      termination, provided that such expenses and required substantiation and
      documentation are submitted within sixty (60) days of termination and that
      such
      expenses are reimbursable under Company policy.





(c)  By
      the
      Company for Cause .
      The
      Company may terminate the Executive’s employment hereunder for Cause at any time
      upon notice to the Executive setting forth in reasonable detail the nature
      of
      such Cause. The following, as determined by the Board in its reasonable
      judgment, shall constitute Cause for termination:





(i) The
      Executive’s conviction of a felony or conviction of any other crime involving
      moral turpitude (which specifically excludes all traffic
      violations);




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(ii) The
      Executive’s theft, embezzlement, misappropriation of or intentional and
      malicious infliction of material damage to the Company’s business or property;





(iii)  The
      Executive’s gross dereliction of duties or gross negligence if not cured by the
      Executive within twenty (20) business days following notice from the Company
      specifying in detail the nature of such breach; or





(iv)  The
      Executive’s breach of any material term of this Agreement not cured by the
      Executive within twenty (20) business days following notice from the Company
      specifying in detail the nature of such breach.





Upon
      the
      giving of notice of termination of the Executive’s employment hereunder for
      Cause, the Company shall have no further obligation to the Executive, other
      than
      payment to the Executive of (i) the Base Salary earned but not paid through
      the
      date of termination, (ii) any vacation time earned but not used through the
      date
      of termination, and (iii) any business expenses incurred by the Executive but
      unreimbursed on the date of termination, provided that such expenses and
      required substantiation and documentation are submitted within sixty (60) days
      of termination and that such expenses are reimbursable under Company
      policy.




(d) By
      the
      Company Other than for Cause .
      The
      Company may terminate the Executive’s
      employment hereunder other than for Cause at any time upon notice to the
      Executive. In the event of such termination, and provided that no benefits
      are
      payable to the Executive under a separate severance agreement or an executive
      severance plan as a result of such termination, then for a period of twenty-four
      (24) months less one month for each month after the effective date hereof (but
      in no case for less than twelve (12) months), the Company shall (i) continue
      to
      pay the Executive Base Salary at the rate in effect on the date of termination,
      and any bonus to which he would have been entitled during such period and (ii)
      continue to provide Executive with health insurance coverage at a level
      equivalent to that provided to Executive by Company immediately prior to the
      termination date. Any obligation of the Company to the Executive hereunder
      is
      conditioned, however, upon the Executive’s signing a mutually acceptable release
      of claims. Base Salary to which the Executive is entitled hereunder shall be
      payable in accordance with the normal payroll practices of the Company.





(e)  By
      the
      Executive for Good Reason .
      The
      Executive may terminate his employment hereunder for Good Reason, upon notice
      to
      the Company setting forth in reasonable detail the nature of such Good Reason.
      The following shall constitute Good Reason for termination by the
      Executive:





(i) Failure
      of the Company to continue the Executive in the positions of Chief Executive
      Officer or President;





(ii) Material
      diminution in the nature or scope of the Executive’s responsibilities, duties or
      authority, a Change in Control, or a request by the Company, whether written,
      verbal or implied, to engage in unlawful behavior, including but not limited
      to
      violating SEC or NASDAQ rules or regulations;





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(iii) Material
      failure of the Company to provide the Executive the compensation and benefits
      in
      accordance with the terms of Section 4, excluding an inadvertent failure which
      is cured within ten (10) business days following notice from the Executive
      specifying in detail the nature of such failure; or





(iv) Relocation
      of Executive’s principal Company office to a location more than 50 miles from
      Executive’s principal Company office on the effective date of this Agreement;
      provided, however, that a relocation of Executive’s principal Company office to
      the State of New Jersey shall not be deemed to be an event of Good Reason
      hereunder.





In
      the
      event of termination in accordance with this Section 5(e), and provided that
      no
      benefits are payable to the Executive under a separate severance agreement
      or an
      executive severance plan as a result of such termination, then the Executive
      will be entitled to the same pay he would have been entitled to receive had
      the
      Executive been terminated by the Company other than for Cause in accordance
      with
      Section 5(d) above; provided that the Executive satisfies all conditions to
      such
      entitlement, including without limitation the signing of an mutually agreeable
      release.





(f)  By
      the
      Executive Other than for Good Reason .
      The
      Executive may terminate his employment hereunder at any time upon thirty (30)
      days’ notice to the Company. In the event of termination of the Executive
      pursuant to this section 5(f), the Company shall have no further obligation
      to
      the Executive, other than (i) the Base Salary earned but not paid through the
      date of termination, (ii) payment for any vacation time earned but not used
      through the date of termination, and (iii) any business expenses incurred by
      the
      Executive but unreimbursed on the date of termination, provided that such
      expenses and required substantiation and documentation are submitted within
      sixty (60) days of termination and that such expenses are reimbursable under
      Company policy. The Company may elect to waive the period of notice or any
      portion thereof.




6.  Effect
      of Termination .
      The
      provisions of this Section 6 shall apply to termination due to the expiration
      of
      the term hereof, pursuant to Section 5 or otherwise.





(a)  Payment
      by the Company of any Base Salary, any Base Salary continuation, bonus and
      benefits that may be due the Executive in each case under the applicable
      termination provision of Section 5 shall constitute the entire obligation of
      the
      Company to the Executive. The Executive shall promptly give the Company notice
      of all facts necessary for the Company to determine the amount and duration
      of
      its obligations in connection with any termination pursuant to Section 5(d)
      or
      5(e) hereof.





(b)  Provisions
      of this Agreement shall survive any termination if so provided herein or if
      necessary or desirable to accomplish the purposes of other surviving provisions,
      including without limitation the obligations of the Executive under Sections
      7,
      8 and 9 hereof. The obligation of the Company to make payments to or on behalf
      of the Executive under Section 5(d) or 5(e) hereof is expressly conditioned
      upon
      the Executive’s continued full performance of obligations under Sections 7, 8
      and 9 hereof. The Executive recognizes that, except as expressly provided in
      Section 5(d) or 5(e), no compensation is earned after termination of employment.





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7.  Restrictive
      Covenants .
      During
      the term of this Agreement and for a period of twelve (12) months from the
      date
      on which the Executive's employment with the Company terminates, the Executive
      covenants and agrees that he shall not do any of the following:





(a) recruit,
      solicit or induce any employee, consultant, agent, director or officer of the
      Company to terminate his/her employment with, or otherwise cease any
      relationship with, the Company ;
      or





(b)  divert,
      or take away any clients, customers or accounts, or prospective clients,
      customers or accounts, of the Company, or any of the Company’s business with
      such clients, customers or accounts which were contacted, solicited or served
      by
      Executive, or were directly or indirectly under Executive’s responsibility,
      while Executive was employed by the Company, or the identity of which Executive
      became aware during the term of employment except as agreed upon in writing
      signed by a duly authorized officer of the Company.





If
      any
      part of this Section 7 shall be determined by a court of competent jurisdiction
      to be unreasonable in duration, geographic area, or scope, then the provisions
      of this Section are intended to and shall extend only for such period of time,
      in such area and with respect to such activities as shall be determined by
      such
      court to be reasonable and all provisions hereof shall be applied to the fullest
      extent permitted by law.





8.  Non-Disclosure
      of Confidential Information .





(a)  The
      Executive shall not during the term of this Agreement and for a twenty-four
      (24)
      month period following termination of his employment hereunder intentionally
      or
      negligently use or disclose to any person, firm or corporation any confidential
      or proprietary information acquired by him during the course of his employment
      relating to the Company (or relating to any client of the Company) except in
      the
      course of performing his duties for the Company. Such confidential and
      proprietary information shall include, but shall not be limited to, proprietary
      technology, trade secrets, patented processes, research and development data,
      know-how, formulae, contractual information, pricing policies, the substance
      of
      agreements and arrangements with customers, suppliers and others, names of
      accounts, customer and supplier lists and any other documents embodying such
      confidential and proprietary information, that is not already known to the
      public.





(b)  All
      information and documents relating to the Company shall be the exclusive
      property of the Company, and the Executive shall use his best efforts to prevent
      any publication or disclosure of such information and documents. Upon
      termination of the employment of the Executive with the Company, the Executive
      shall not take from and will promptly return to the Company all documents,
      records, customer lists, computer programs, equipment designs, technical
      information, reports, writings and other similar documents containing
      confidential or proprietary information of the Company, including copies
      thereof, then in the Executive's possession or control.





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9.  Proprietary
      Rights .
      Any and
      all inventions, processes, procedures, systems, discoveries, designs,
      configurations, technology, works of authorship, trade secrets and improvements
      (whether or not patentable and whether or not they are made, conceived or
      reduced to practice during working hours or using the Company's data or
      facilities) (collectively, the "Inventions") which the Executive makes,
      conceives, reduces to practice, or otherwise acquires during his employment
      by
      the Company (either solely or jointly with others), and which are related to
      the
      Company's present or planned business, services or products, shall be the sole
      property of the Company and shall at all times and for all purposes be regarded
      as acquired and held by the Executive in a fiduciary capacity for the sole
      benefit of the Company. All Inventions that consist of works of authorship
      capable of protection under copyright laws shall be prepared by the Executive
      as
      "works made for hire", with the understanding that the Company shall own all
      of
      the exclusive rights to such works of authorship under the United States
      copyright law and all international copyright conventions and foreign laws.
      The
      Executive hereby assigns to the Company, without further compensation, all
      such
      Inventions and any and all patents, copyrights, trademarks, trade names or
      applications therefor, in the United States and elsewhere, relating thereto.
      The
      Executive shall promptly disclose to the Company and to no other party all
      such
      Inventions and shall assist the Company for its own benefit in obtaining and
      enforcing patents and copyright registrations on such Inventions in all
      countries. Upon request, the Executive shall execute all applications,
      assignments, instruments and papers and perform all acts (such as the giving
      of
      testimony in interference proceedings and infringement suits or other
      litigation) necessary or desired by the Company to enable the Company and its
      successors, assigns and nominees to secure and enjoy the full benefits and
      advantages of such Inventions.





10.  Right
      to Injunction .
      The
      Company and the Executive each acknowledge that the services to be performed
      by
      the Executive hereunder are unique and that the Company required the Executive
      to enter into this Agreement as a condition to his employment by the Company.
      The Executive specifically acknowledges and agrees that the restrictions imposed
      by Sections 7 and 8 are reasonable as to duration, geographic area and scope
      and
      are necessary for the protection of the interests of the Company. Any breach
      or
      threatened breach of any provision of this Agreement by the Executive shall
      entitle the Company, in addition to any other remedies available to it at law
      or
      in equity, to bring an action in any court of competent jurisdiction to enjoin
      any such breach or threatened breach and to obtain an order temporarily or
      permanently enjoining any such breach or threatened breach, without posting
      bond, and the Company shall be entitled to recover from the Executive the
      Company’s reasonable attorneys’ fees and costs in obtaining such
      relief.





11.  Withholding .
      All
      payments made by the Company under this Agreement shall be reduced by any tax
      or
      other amounts required to be withheld by the Company under applicable law.





12.  Assignment .
      This
      Agreement shall not be assignable by the Executive or the Company without the
      written consent of the other party, provided, however, that the Company may
      assign this Agreement to any person, partnership or corporation which acquires
      all or substantially all of the assets or capital stock of the
      Company.





13.  Waiver,
      Amendment and Alteration .
      The
      waiver by either party of a breach of any provision of this Agreement shall
      not
      operate as or be construed as a waiver of any prior or subsequent breach
      thereof. This Agreement may be amended or modified only by a written instrument
      signed by the Executive and by an expressly authorized representative of the
      Company.





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14.  Conflicting
      Agreements .
      The
      Executive hereby represents and warrants that the execution of this Agreement
      and the performance of his obligations hereunder will not breach or be in
      conflict with any other agreement to which the Executive is a party or is bound
      and that Executive is not now subject to any covenants against competition
      or
      similar covenants or any court order or other legal obligation that would affect
      the performance of his obligations hereunder. The Executive will not disclose
      to
      or use on behalf of the Company any proprietary information of a third party
      without such party’s consent.





15.  Notices .
      Any and
      all notices, requests, demands and other communications provided for by this
      Agreement shall be in writing and shall be effective when delivered in person
      or
      deposited in the United States mail, postage prepaid, registered or certified,
      and addressed to the Executive at his last known address on the books of the
      Company or, in the case of the Company, at its principal place of business,
      attention of the Secretary, or to such other address as either party may specify
      by notice to the other actually received.





16. Indemnification .
      During
      the Executive’s employment and thereafter, the Company agrees to indemnify,
      including, without limitation, advancement of all costs and fees, the Executive
      from and against any liability and expenses arising by reason of Executive’s
      acting as an officer or director of the Company or any of its subsidiaries,
      in
      accordance with and to the fullest extent permitted by law. During the term
      of
      this Agreement, the Company shall maintain commercially reasonable Directors
      and
      Officers liability insurance, under which the Executive will be a covered
      person. Such liability insurance shall have such terms and policy limits of
      coverage as are determined appropriate by the Board.







17.  Gross-Up .




(a)  In
      the
      event it shall be determined that any payment, benefit or distribution (or
      combination thereof), whether paid or payable or distributed or distributable
      pursuant to the terms of this agreement, or otherwise, by the Company, any
      of
      its affiliates, or one or more trusts established by the Company for the benefit
      of its employees, to or for the benefit of the Executive (a “ Payment ”)
      is
      subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
      (the “Code”) or any interest or penalties are incurred by the Executive with
      respect to such excise tax (such excise tax, together with any such interest
      and
      penalties, hereinafter collectively referred to as the “ Excise
      Tax ”),
      the
      Executive shall be entitled to receive an additional payment or payments (each,
      a “ Gross-Up
      Payment ”)
      in an
      amount such that after payment by the Executive of all taxes (including any
      interest or penalties imposed with respect to such taxes), including, without
      limitation, any income taxes (and any interest and penalties imposed with
      respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the
      Executive retains an amount of the Gross-Up Payment equal to one-half of the
      Excise Tax imposed upon the Payments. Notwithstanding the foregoing, the parties
      will work together in good faith, prior to the payment of any Payments that
      could be subject to an Excise Tax, to take reasonable actions to avoid the
      imposition any Excise Tax on the Executive, including by seeking shareholder
      approval in a manner intended to comply with the shareholder approval exception
      under Code Section 280G(b)(5).




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(b)  All
      determinations required to be made under this Section 17, including whether
      and
      when a Gross-Up Payment is required and the amount of such Gross-Up Payment
      and
      the assumptions to be utilized in arriving at such determination, shall be
      made
      by a nationally recognized certified public accounting firm designated by the
      Company (the “ Accounting
      Firm ”)
      which
      shall provide detailed supporting calculations both to the Company and the
      Executive within ten business days of the receipt of notice from the Executive
      that there has been a Payment, or such earlier time as is requested by the
      Company; provided that for
      purposes of determining the amount of any Gross-Up Payment, the Executive shall
      be deemed to pay federal income tax at the highest marginal rates applicable
      to
      individuals in the calendar year in which any such Gross-Up Payment is to be
      made and deemed to pay state and local income taxes at the highest effective
      rates applicable to individuals in the state or locality of the Executive’s
      residence or place of employment in the calendar year in which any such Gross-Up
      Payment is to be made, net of the maximum reduction in federal income taxes
      that
      can be obtained from deduction of such state and local taxes, taking into
      account limitations applicable to individuals subject to federal income tax
      at
      the highest marginal rates. All fees and expenses of the Accounting Firm shall
      be borne solely by the Company. Any Gross-Up Payment, as determined pursuant
      to
      this Section 17, shall be paid by the Company to the Executive (or to the
      appropriate taxing authority on the Executive’s behalf) when the associated
      Excise Tax is due. If the Accounting Firm determines that no Excise Tax is
      payable by the Executive, it shall so indicate to the Executive in writing.
      Any
      determination by the Accounting Firm shall be binding upon the Company and
      the
      Executive. As a result of the uncertainty in the application of Section 4999
      of
      the Code, it is possible that the amount of the Gross-Up Payment determined
      by
      the Accounting Firm to be due to (or on behalf of) the Executive may be lower
      than the amount actually due (“ Underpayment ”).
      In
      any such case, the Accounting Firm shall determine the amount of any
      Underpayment that has occurred and any such Underpayment shall be promptly
      paid
      by the Company to or for the benefit of the Executive.




18.  Entire
      Agreement and Binding Effect .
      This
      Agreement contains the entire agreement of the parties with respect to the
      subject matter hereof and supersedes all prior communications, agreements and
      understandings, written or oral, and shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors, permitted assigns
      and legal representatives.





19.  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument, and in pleading or proving any provision of this Agreement it shall
      not be necessary to produce more than one of such counterparts.





20.  Headings .
      The
      headings and captions in this Agreement are for convenience only and in no
      way
      define or describe the scope of content of any provision of this Agreement.





21.  Severability .
       The provisions of this Agreement are severable. If any term or provision
      hereof (or the application thereof) is held invalid or unenforceable for any
      reason, the remaining provisions shall not be affected but rather shall remain
      in full force and effect and shall be enforced to the fullest extent permitted
      by law.





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IN
      WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by
      the
      Company, by its duly authorized representative, and by the Executive, as of
      the
      date first above written.




THE
              EXECUTIVE:
            
            
            TASKER
              PRODUCTS
              CORP.:/s/ Lanny
              Dacus
            
            
            /s/ Stathis
              KouninisLanny
              Dacus
            
            
            Name:
              Stathis KouninisTitle:  
                CFO


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