THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), made and entered
into as of December 1, 2004, by and between TASKER CAPITAL CORP., 100 Mill Plain
Road, Danbury, CT 06811, a Nevada Corporation ("TASKER"), and JAMES R. COLLINS
("Executive").

                                    RECITALS:

         WHEREAS, the Executive wishes to become an employee of TASKER as its
Vice President, Supply Chain; and

         WHEREAS, the executive wishes to devote his ability, time, effort and
energy to the affairs of TASKER; and

         WHEREAS, TASKER considers the continuance of a sound and vital
management to be essential to protecting and enhancing the best interests of
TASKER and its shareholders; and

         WHEREAS, TASKER desires to assure itself of retaining the services of
Executive and to reward Executive for his valuable, dedicated service to TASKER;
and

         WHEREAS, TASKER and Executive believe it to be in their mutual interest
to set forth in writing the terms and conditions of the Executive's employment
by TASKER; and
         WHEREAS, this Agreement shall govern the employment relationship
between TASKER and Executive from and after the effective date hereof, which
Agreement shall supercede all previous employment agreements between them,
except as defined below, either written or oral, heretofore made.

         NOW, THEREFORE, in consideration of the promises and mutual promises
herein contained, TASKER and Executive hereto covenant and agree as follows:

         1. RECITALS. The above recitals are true and correct and fully
incorporated herein and form an integral part of this agreement.

         2. TERM. The term of this Agreement shall commence on December 1, 2004
("Commence Date"), or at an earlier date to be mutually agreed upon by the
parties, and shall continue through the close of business on November 30, 2007,
and shall automatically be renewed thereafter for successive thirty-six (36)
month periods, provided however, that the parties may by mutual written
agreement terminate this Agreement at any time on such terms and conditions as
such written agreement may specify and, provided further, that TASKER or
Executive may individually terminate at any time in accordance with the
provisions of this Agreement. Anything to the contrary herein notwithstanding,
upon reaching age sixty-five (65) (a) Executive shall retire, and (b) this
Agreement shall automatically terminate. Should TASKER decide not to renew this
Agreement it will provide Executive with written notice to this effect no later
than six (6) months prior to the end of this Agreement.



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In consideration of the benefits to be received by Executive hereunder, and as
an express condition of TASKER's execution of this Agreement, Executive hereby
waives any claims that Executive may have arising from this Agreement relating
to age discrimination and Executive hereby releases and forever discharges
TASKER from any claims that Executive may have arising from this Agreement
relating to age discrimination.

      3.    EXECUTIVE POSITION, DUTIES AND RESTRICTIONS.

            3.1   POSITION. During the term of this Agreement, Executive shall
                  serve as TASKER's Vice President, Supply Chain or in a
                  mutually agreeable position of greater responsibility and
                  status with TASKER, and shall perform such services for TASKER
                  as may be assigned to him from time to time by the Board of
                  Directors of TASKER and which are consistent with the position
                  of a senior executive officer. Executive shall devote his
                  time, attention, energy and skills to the faithful and
                  diligent performance of his duties, including without
                  limitation, participating in the prosecution or defense of any
                  litigation on behalf of TASKER, which may include traveling as
                  reasonably requested by TASKER. Executive agrees to devote one
                  hundred percent (100 %) of his business time, attention, skill
                  and efforts to the performance of his duties and
                  responsibilities on behalf of TASKER, which shall be assigned
                  to him from time to time by TASKER. "100 % of his business
                  time" shall mean Monday through Friday, excluding holidays and
                  vaction as defined in Section 4.4(b) herein. Executive shall
                  also devote reasonable additional time (such as travel) from
                  time to time as requested by TASKER. Nothing in this Agreement
                  shall preclude Executive from devoting reasonable periods
                  required for:

                  (a)   serving as a Director or Member of a committee of any
                        organization or Corporation involving no conflict of
                        interest with the interests of TASKER; and

                  (b)   serving as a consultant in his area of expertise (in
                        areas other than in connection with the business of
                        TASKER), to government, industrial, and academic panels
                        where it does not conflict with the interests of TASKER;
                        and

                  (c)   managing his personal investments or engaging in any
                        other noncompeting business provided that such
                        activities do not materially interfere with the regular
                        performance of his duties and responsibilities under
                        this Agreement.

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<PAGE>

            3.2   NON-DISCLOSURE. Executive hereby acknowledges that he will
                  have access to certain trade secrets and confidential
                  information of TASKER and that such information constitutes
                  valuable, special and unique property of TASKER. Accordingly,
                  during or after the term of this Agreement Executive will not
                  disclose any information which is treated by TASKER as
                  confidential, including, but not limited to, information
                  relating to the business of TASKER, any of TASKER's products,
                  customers, affairs, trade secrets, developments, methods of
                  distribution and any other information relating to TASKER
                  which TASKER shall deem proprietary, to any person, firm,
                  company, corporation, association, or any other entity
                  provided that disclosure of confidential information may be
                  made (i) to the extent such information is generally available
                  and known in the industry, through no action of Executive, or
                  (b) as required by law.

            3.3   RETURN OF DOCUMENTS. During the term of this Agreement and at
                  the expiration or termination of this Agreement, Executive
                  shall not remove from TASKER, without written consent by
                  TASKER, any manuals, records, drawings, blueprints, data,
                  tables, calculations, letters, documents, or any copy or other
                  reproduction thereof, or any other property or confidential
                  information, of or pertaining to TASKER or any of its
                  subsidiaries for non TASKER business related matters. All of
                  the foregoing shall be returned to TASKER on or before the
                  date of expiration or termination of employment.

            3.4   NO ACTIONS IN CONFLICT OF TASKER'S INTEREST. Executive
                  recognizes that the services performed by him pursuant to this
                  Agreement are special, unique and extraordinary. The parties
                  confirm that it is reasonably necessary for the protection of
                  TASKER's goodwill that Executive agree not to act in any way
                  that would be detrimental to TASKER and constitute a conflict
                  of interest. Therefore, during the term of this agreement,
                  Executive will not, directly or indirectly, except for the
                  benefit of TASKER:

                  (a)   solicit, cause or authorize, directly or indirectly, to
                        be solicited for or on behalf of himself or third
                        parties from parties who are or were customers of TASKER
                        (including its present and future subsidiaries and
                        affiliates) at any time during the term of this
                        Agreement, any business similar to the business
                        transacted by TASKER with such customer. This shall not
                        preclude Executive from soliciting the services of a
                        supplier or customer of TASKER in furtherance of a
                        noncompeting business; or


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<PAGE>

                  (b)   accept or cause or authorize, directly or indirectly, to
                        be accepted for or on behalf of himself or third
                        parties, business from any such customers of TASKER
                        (including its present and future subsidiaries and
                        affiliates), except as allowed in the last sentence of
                        Paragraph 3.4(a) above; or

                  (c)   solicit, or cause or authorize, direct or indirectly, to
                        be solicited for employment for or on behalf of himself
                        or third parties, any persons who was at any time during
                        the term of this Agreement, employees of TASKER
                        (including its present and future subsidiaries and
                        affiliates); or

                  (d)   employ or cause or authorize, directly or indirectly, to
                        be employed for or on behalf of himself or third
                        parties, any such employees of TASKER (including its
                        present and future subsidiaries and affiliates); or

                  (e)   use the trade names, trademarks, or trade dress of any
                        of the products of TASKER (including its present and
                        future subsidiaries and affiliates); or any
                        substantially similar trade name, trademark or trade
                        dress likely to cause, or having the effect of causing,
                        confusion in the minds of manufacturers, customers,
                        suppliers and retail outlets and the public generally.

            3.5   ASSIGNMENT OF INVENTIONS. If at any time during the term of
                  this Agreement (either alone or with others) Executive makes,
                  conceives, creates, discovers, invents or reduces to practice
                  any invention, modification, discovery, design, development,
                  improvement, process, software program, work of authorship,
                  documentation, formula, data, technique, know-how, trade
                  secret, or intellectual property right whatsoever or any
                  interest therein (whether or not patentable or registrable
                  under copyright, trademark or similar statutes or subject to
                  analogous protection (each an "Invention") that (i) relates to
                  the Business of TASKER or any of its subsidiaries or
                  affiliates or any customer of or supplier to TASKER or any of
                  its affiliates or any of the products or services being
                  developed, manufactured or sold by TASKER or any of its
                  affiliates or which may be used in relation therewith; or (ii)
                  results from tasks assigned to Executive by TASKER or any of
                  its subsidiaries or affiliates; or (iii) results from the use
                  of TASKERS premises or property (whether tangible or
                  intangible) owned, leased or contracted for by TASKER or any
                  of its subsidiaries or affiliates, then all such Inventions
                  and the benefits thereof are and shall immediately become the
                  sole and absolute property of TASKER and its assigns, as works



                                       4
<PAGE>

                  made for hire or otherwise. Executive hereby agrees that he
                  shall promptly disclose to TASKER (or any person designated by
                  it) each such invention. Executive hereby assigns all rights
                  (including but not limited to, rights to any inventions,
                  patentable subject matter, copyrights and trademarks) he may
                  have or may acquire in the Inventions and all benefits and/or
                  rights resulting therefore to TASKER and its assigns without
                  further compensation and shall communicate, without cost or
                  delay, and without disclosing to others the same, all
                  available information relating thereto (with all necessary
                  plans and models) to TASKER. Notwithstanding anything
                  contained in this Agreement or in this Paragraph, any
                  Invention that does not relate to TASKERS business shall
                  remain the exclusive property of Executive and TASKER shall
                  have no claim to such invention, and under no circumstances
                  shall Executive have the duty or obligation to assign all
                  rights (including, but not limited to, rights to any
                  inventions, patentable subject matter, copyrights and
                  trademarks) he may have or may acquire to such Inventions and
                  all benefits and/or rights resulting therefore.

         4. COMPENSATION. As full compensation to Executive for the performance
of the services hereunder and for his acceptance of the responsibilities
described herein, TASKER agrees to pay Executive and Executive agrees to accept
the following base compensation and other benefits:

            4.1   BASE COMPENSATION. For all services rendered during the term
                  of this Agreement by the Executive to TASKER, the Executive
                  shall receive Base Compensation of one hundred fifty thousand
                  dollars (US $150,000.00) per annum ("Base Compensation").
                  TASKER shall pay Executive the Base Compensation in twelve
                  (12) equal monthly payments commencing on the Commencement
                  Date of this Agreement. The Base Compensation shall increase
                  to two hundred thousand dollars (US $200,000.00) per annum
                  when TASKER's Net Revenues, as defined in Section 4.1(a)
                  herein, exceeds fifteen million dollars (US $15,000,000.00) on
                  an annualized basis for three full consecutive months. In the
                  event Net Revenues declines below fifteen million dollars (US
                  $15,000,000.00) on an annualized basis for three consecutive
                  months, the Executive's Base Compensation will be reduced to
                  one hundred fifty thousand dollars (US $150,000.00), plus
                  residual annual increases as a percentage of Base
                  Compensation, until which time as Net Revenue again on an
                  annualized basis reach fifteen million dollars (US
                  $15,000,000.00) for three consecutive months, after which
                  Executive will be entitled to receive Base Compensation of two
                  hundred thousand dollars (US $200,000.00) per annum, plus
                  residual annual increases. Determination of fifteen million
                  dollars (US $15,000,000.00) annualized Net Revenues for three
                  consecutive months shall be at the sole discretion of the
                  Board of Directors of TASKER.



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<PAGE>

                  The effective Base Compensation will remain in effect until
                  the first anniversary date of this Agreement after which it
                  will increase annually at the greater of (1) a rate determined
                  by the Board of Directors of TASKER or (2) a rate of no less
                  than five percent (5 %) per annum of the then current Base
                  Compensation.

                  (a)   Definition of Net Revenues. For purposes of this
                        agreement Net Revenues shall mean the consolidated gross
                        sales value from all products, services, royalty
                        agreements, patent agreement, license agreements,
                        trademark agreements, management service agreements and
                        all other sources of revenue as defined by generally
                        accepted accounting principals from TASKER and its
                        affiliates, subsidiaries, and all other legal entities
                        to which TASKER has an equity interest LESS any
                        discounts, allowances, returns and all other sources of
                        deductions from revenue as defined by generally accepted
                        accounting principals.

            4.2   ANNUAL MANAGEMENT INCENTIVE PLAN. Executive shall be entitled
                  to participate in TASKER's annual Management Incentive Plan
                  ("MIP") in accordance with the terms thereof as from time to
                  time in effect. Such amount, and payment thereof, in part or
                  in total, in either cash or TASKER stock options, shall be at
                  the complete discretion of TASKER's Board of Directors.

            4.3   SIGN ON BONUS. Executive shall be entitled to a "Sign On
                  Bonus" for executing this Agreement. Such Sign on Bonus shall
                  be a one-time lump sum payment of thirty thousand dollars (US
                  $30,000.00) payable on the commencement date of this
                  Agreement, or an earlier date to be mutually agreed upon by
                  the parties.



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<PAGE>

            4.4   ADDITIONAL COMPENSATION TO EXECUTIVE. In addition to the
                  Compensation stated in paragraphs 4.1-4.2, inclusive,
                  Executive shall receive one million (1,000,000) stock options
                  in TASKER, which is described in the Notice of Grant Exhibit
                  A. Each option is granted at an exercise price of one dollar
                  and forty-five cents (US $ 1.45) per share of common stock.
                  Such options shall vest and be exercisable pursuant to the
                  Notice of Grant dated November 15, 2004. A true and correct
                  copy of the Notice of Grant is attached hereto as "Exhibit A".
                  Notwithstanding the foregoing, the vesting of the stock
                  options shall be pursuant to the vesting schedule contained in
                  the Notice of Grant ("Vesting Schedule'). In addition,
                  TASKER's Board of Directors may, in its sole discretion, grant
                  Executive additional performance Compensation during any time
                  of this Agreement in either cash or stock options or both.

            4.3   EXECUTIVE BENEFITS. Effective on the Commencement Date of this
                  Agreement, unless otherwise noted, Executive shall be entitled
                  to participate in all employee benefit programs of TASKER as
                  set forth below in Sections 4.4 (a) -(j), inclusive, of this
                  Agreement or made available to TASKER Executives, as such
                  programs may be in effect from time to time.

                  (a)   Vacation. Beginning with the Commencement date of this
                        Agreement, the Executive shall be entitled each year to
                        vacation time that totals four (4) weeks, during which
                        time his Base Compensation shall be paid in full.
                        Notwithstanding the foregoing, TASKER's Board of
                        Directors in its discretion may grant additional paid
                        vacation to Executive. All vacation time shall be taken
                        at times and in durations convenient to TASKER. The
                        vacation time provided herein shall not be cumulative
                        and not carried forward to any subsequent year by the
                        Executive unless at the request of TASKER's Board of
                        Directors Executive's vacation time was, in full or
                        part, denied due to TASKER related project work, then
                        Executive has the option to either (a) carry the unused
                        time forward to the next year, or (b) receive the cash
                        equivalent of his unused vacation time at his then
                        current annual Base Compensation. TASKER shall make such
                        timely payment at the conclusion of the Executive's
                        vacation anniversary date.



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<PAGE>

                  (b)   Holidays. Executive shall be entitled to the following
                        paid TASKER holidays: New Year's Day, Good Friday,
                        Memorial Day, July 4th, Labor Day, Thanksgiving Day, the
                        Friday after Thanksgiving, Christmas Eve, Christmas Day,
                        and one floating holiday to be used at Executive's
                        discretion.

                  (c)   Medical, Health, Hospitalization and Dental Insurance
                        Coverage. Executive, and his family, shall enjoy full
                        participation at no cost to him in all fringe benefits
                        of TASKER, including, without limitation, the medical,
                        health, hospitalization and dental insurance and other
                        plan or arrangement affording the Executive and his
                        family insurance coverage or expense or cost
                        reimbursement of no lesser quality than the medical,
                        health, hospitalization and dental insurance and other
                        plan or arrangement coverage and benefits currently
                        enjoyed by other senior level Executive employees of
                        TASKER. In the event TASKER does not have a medical,
                        health, hospitalization or dental plan, TASKER shall
                        reimburse Executive the reasonable cost of such plan in
                        order to enable Executive to obtain family coverage from
                        another source.

                  (d)   Life Insurance. Within sixty (60) days of the date of
                        this Agreement, TASKER shall purchase at its cost, and
                        maintain thereafter throughout the term of this
                        Agreement, life insurance on the Executive's life in an
                        amount no less than two times the Executive's annual
                        salary (currently US $300,000.00). The life insurance
                        will also include a double indemnity clause to encompass
                        the event of accidental death of Executive while he is
                        traveling on TASKER business. The life insurance policy
                        shall name as beneficiary the person, or persons,
                        Executive instructs TASKER to name as beneficiary.
                        TASKER shall have the obligation to maintain said life
                        insurance policy in effect throughout the term of this
                        Agreement.

                  (e)   Short Term and Long Term Disability Insurance. Within
                        sixty (60) days of this Agreement, TASKER shall purchase
                        at its cost and maintain in effect thereafter during the
                        term of this Agreement disability insurance for the
                        Executive. Attached are the Short Term and Long Term
                        Disability Policies.



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<PAGE>

                  (f)   Sick Days. Employee shall be entitled to participate in
                        TASKER's paid sick day policy as such policy may be in
                        effect from time to time.

                  (g)   Automobile. TASKER will provide Executive with the
                        option of a company-leased automobile.

                  (h)   Phone Charges Reimbursement. Tasker shall reimburse
                        Executive for the full monthly cost of his cell phone
                        plus any telephone costs incurred by him for use of any
                        communication services. Executive shall claim
                        reimbursement on TASKER's expense report form.

                  (i)   Business Related Expenses. Executive shall be entitled
                        to receive proper reimbursement by TASKER for all
                        reasonable, out-of-pocket expenses, including but not
                        limited to travel, incurred by Executive (in accordance
                        with the policies and procedures established by TASKER
                        for its executives in performing services under this
                        Agreement, provided Executive submits reasonable
                        documentation (receipt, voucher, copy of credit card,
                        etc. of such expenses in a timely manner setting forth
                        the business nature of the expense.

                  (j)   Office and Support Staff. During the term of this
                        Agreement, Executive shall be entitled to an office and
                        to administrative assistants, at least equal to those
                        provided to other senior level management executives of
                        TASKER.

         5. TERMINATION

            5.1   NOTICE OF TERMINATION. Any termination by TASKER (other than
                  upon Executives death) shall be communicated by Notice of
                  Termination to the Executive and visa versa. For purposes of
                  this Agreement a "Notice of Termination" means a written
                  notice which (i) indicates the specific termination provision
                  of this Agreement relied upon and the specific ground for
                  termination; (ii) sets forth in reasonable detail the facts
                  and circumstances claimed to provide a basis for such
                  termination; and (iii) the date of termination as set forth in
                  this Agreement. The failure of the Executive to set forth in
                  the Notice of Termination any fact or circumstance which
                  contributes to a showing of Good Reason shall not waive any
                  right of the Executive hereunder or preclude the Executive
                  from asserting such fact or circumstance in enforcing his
                  rights hereunder.



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            5.2   GROUNDS & COMPENSATION UPON TERMINATION OF EMPLOYMENT.

                  (a)   Termination Due to Death. The employment of Executive
                        under this Agreement shall terminate upon Executive's
                        death. In the event of the death of Executive during the
                        term of his employment hereunder, the estate or any
                        other legal representative of Executive shall be
                        entitled to receive the following:

                        (i)   Base Compensation. TASKER shall pay to the
                              Executive's estate or other legal representative
                              the Base Compensation as provided in Section 4.1
                              above, at the rate in effect through the day of
                              Executive's death.

                        (ii)  Management Incentive Plan. TASKER shall pay to
                              Executives estate or other legal representative
                              the product of (a) the Annual MIP payment awarded
                              to the Executive for the last full fiscal year,
                              PLUS (b) the pro-rata portion of Executives target
                              Management Incentive award under the current years
                              Management Incentive Program ("MIP") in which his
                              death occurs. Such pro-rata payment shall be
                              calculated by multiplying such target award by a
                              fraction, the numerator is the number of calendar
                              days in the current fiscal year through the date
                              of Executives death, and the denominator of which
                              is 365. TASKER shall pay such amount in a lump sum
                              within thirty (30) days of the date of Executive's
                              death. The payments under this Section 5.2(a)(ii)
                              shall be made in lieu of any and all payments
                              otherwise due under the MIP for the year in which
                              Executive's death occurs. Such payment shall be
                              made by TASKER within thirty (30) days following
                              Executive's death.

                        (iii) Deferred Compensation. TASKER shall pay to
                              Executive's estate or other legal representative
                              all of the amounts previously deferred by the
                              Executive by the Executive (together with any
                              accrued interest thereon) and not yet paid by
                              TASKER within thirty (30) days following
                              Executives death, or in accordance with the
                              applicable tax Code.



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                        (iv)  Accrued Vacation. TASKER shall pay to Executive's
                              estate or other legal representative the cash
                              equivalent of any accrued vacation pay not yet
                              paid by TASKER within thirty (30) days following
                              the Executive's death.

                        (v)   Other Benefits. TASKER shall pay to Executive's
                              estate or other legal representative all of the
                              amounts and shall provide all benefits generally
                              available under the TASKER group life insurance
                              plans, other employee benefit plans, and the
                              policies and practices of TASKER, determined in
                              accordance with the applicable terms and
                              provisions of such plans, policies and practices.

                  (b)   Termination Due to Disability. TASKER may elect to
                        terminate employment of Executive under this Agreement
                        should Executive become Disabled as herein defined
                        provided such disability prevents the Executive from
                        performing his duties as defined under this Agreement.
                        For purposes of this Agreement "Disability" shall mean a
                        complete physical or mental inability, confirmed by an
                        independent licensed physician, that prohibits Executive
                        from performing substantially all of the services
                        described in this Agreement for a period of sixty (60)
                        consecutive days or ninety (90) days during any six (6)
                        month period. In the event of the Executive's Disability
                        during the term of his employment hereunder, Executive
                        shall be entitled to receive the following:

                        (i)   Base Compensation. TASKER shall pay Executive the
                              Base Compensation as provided in section 4.1
                              above, at the rate in effect through the day
                              twentieth (20th) day after receipt of Notice of
                              Termination by TASKER.


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<PAGE>


                        (ii)  Management Incentive Plan. TASKER shall pay to
                              Executive the product of (a) the Annual MIP
                              payment awarded to the Executive for the last full
                              fiscal year, PLUS (b) the pro-rata portion of
                              Executives target Management Incentive award under
                              the current years MIP in which his disability
                              occurs, computed and paid as in Section 5.2(a)(ii)
                              above substituting disability for death.

                        (iii) Deferred Compensation. TASKER shall pay to
                              Executive all of the amounts previously deferred
                              by the Executive (together with any accrued
                              interest thereon) and not yet paid by TASKER
                              within thirty (30) days following Executives
                              death, or in accordance with the applicable tax
                              Code.

                        (iv)  Accrued Vacation. TASKER shall pay to Executive
                              the cash equivalent of any accrued vacation pay
                              not yet paid by TASKER within thirty (30) days
                              following the Executive's termination for
                              Disability.

                        (v)   Other Benefits. TASKER shall pay to Executive all
                              of the amounts and shall provide all benefits
                              generally available under the TASKER group life
                              insurance plans, other employee benefit plans, and
                              the policies and practices of TASKER, determined
                              in accordance with the applicable terms and
                              provisions of such plans, policies and practices.


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<PAGE>

                  (c)   Voluntary Termination and Termination with Cause. If
                        Executives employment is terminated by TASKER pursuant
                        to a Termination with Cause as hereinafter defined in
                        Section 5.2(c)(i) below, or if Executive effects their
                        termination under a Voluntary Termination other than for
                        good reason as hereinafter defined in Section 5.2(c)(ii)
                        below, the Executive shall be entitled to receive
                        payments and benefits from TASKER as set forth in
                        Section 5.2(c)(iv) below.

                        (i)   Termination with Cause means the termination of
                              the Executive's employment by an act of TASKER's
                              Board of Directors for any of the following
                              reasons:

                              1. the Executive's conviction of a crime involving
                                 some act of dishonesty or moral turpitude
                                 (specifically excepting simple misdemeanors not
                                 involving acts of dishonesty and all traffic
                                 violations);

                              2. the Executive's theft, embezzlement,
                                 misappropriation of or intentional and
                                 malicious infliction of damage to TASKER's
                                 property or business opportunity;

                              3. the Executive's abuse of alcohol, drugs or
                                 other substances as determined by an
                                 independent medical physician; or

                              4. the Executive engages in gross dereliction of
                                 duties, repeated refusal on more than two (2)
                                 occasions to perform his assigned duties
                                 consistent with his position or repeated
                                 violation of TASKER's written policies, on more
                                 that two (2) occasions, after written warning;

                              5. the Executive's breach of Section 3 of this
                                 Agreement.

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<PAGE>

                        (ii)  Voluntary Termination-other than a Voluntary
                              Termination with Good Reason as defined in Section
                              5.2(d)(iv) of this Agreement, Voluntary
                              Termination means the Executive shall have deemed
                              to have terminated his employment with TASKER if
                              the Executive voluntarily refuses to provide
                              substantially all of the services described in
                              Section 3 of this Agreement for a period greater
                              than four (4) consecutive weeks. For purposes of
                              this Section voluntary refusal to perform services
                              shall not include taking a vacation in accordance
                              with Section 4.4(a) hereof, the Executive's
                              failure to perform services on account of his
                              illness or the illness of a member of his
                              immediate family, provided such illness is
                              adequately substantiated at the reasonable request
                              of TASKER, or any other absence from service with
                              written consent of the Board of Directors.

                        (iii) Date of Termination

                              1.   Voluntary Termination. The Voluntary
                                   Termination Date shall be the last day the
                                   Executive performed substantially all of
                                   the services described in Section 3 hereof.

                              2.   Termination with Cause. If TASKER intends to
                                   treat the Executive's employment
                                   termination as a Termination With Cause
                                   based upon the grounds described in
                                   Section 5.2(c)(vi) above, TASKER shall
                                   provide the Executive written notice of
                                   such grounds for termination and the
                                   Executive shall have a period of thirty
                                   (30) days to cure such cause to the
                                   reasonable satisfaction of the Chairman
                                   of the Board, failing which employment
                                   shall be deemed terminated at the end of
                                   such thirty (30) day period.



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<PAGE>

                        (iv)  Termination Compensation and Benefits.

                              1.   Base Compensation. TASKER shall pay to the
                                   Executive the Base Compensation as provided
                                   in Section 4.1 above, at the rate in effect
                                   through the Date of Termination. TASKER has
                                   no additional liability beyond the
                                   Termination Date to pay Executive any Base
                                   Compensation.

                              2.   Accrued Compensation. TASKER shall pay to
                                   Executive within a reasonable time after the
                                   Termination Date compensation accrued to
                                   Executive but unpaid as of such effective
                                   date, including any vested or accrued stock
                                   options, shares or similar grants, management
                                   incentive awards, vacation time, by or of
                                   TASKER.

                              3.   Deferred Compensation. TASKER shall pay to
                                   Executive's all of the amounts previously
                                   deferred by the Executive (together with any
                                   accrued interest thereon) and not yet paid by
                                   TASKER within thirty (30) days following
                                   Executive's termination date, or in
                                   accordance with the applicable tax Code.

                              4.   Other Benefits. All other TASKER benefits
                                   provided to Executive shall immediately
                                   terminate at the earliest date available
                                   under all TASKER group plans, policies and
                                   practices as determined in accordance with
                                   the applicable terms and provisions of such
                                   plans, policies and practices.



                                       15
<PAGE>

                  (d)   Voluntary Termination for Good Reason and Termination
                        without Cause. The Executive has the right to terminate
                        this Agreement pursuant to a Voluntary Termination for
                        Good Reason as hereinafter defined in Section 5.2(d)(vi)
                        below and TASKER has the right to terminate this
                        Agreement Without Cause. If the Executive shall suffer a
                        Voluntary Termination for Good Reason, or if TASKER
                        shall terminate the Executive Without Cause, then the
                        Executive shall be entitled to receive the payments and
                        benefits set forth in Sections 5.2(d)(i)-(v) from
                        TASKER:

                        (i)   Base Compensation. TASKER shall pay to the
                              Executive the Base Compensation as provided in
                              section 4.1 above, at the rate in effect through
                              the Date of Termination PLUS within thirty (30)
                              days of the Termination date cash compensation in
                              a lump sum equal to two (5) times the Executive's
                              current annual (365 days) Base Compensation.

                        (ii)  Management Incentive Plan. TASKER shall pay to
                              Executive the product of (a) the greater of the
                              Annual MIP payment awarded to the Executive for
                              the last full fiscal year or the average Annual
                              MIP payment awarded over the past three years,
                              PLUS (b) the pro-rata portion of Executives target
                              Management Incentive award under the current years
                              MIP in which his termination occurs. Such pro-rata
                              payment shall be calculated computed and paid as
                              in Section 5.2(a)(ii) above substituting
                              termination following a voluntary termination for
                              good reason or termination without cause for
                              death. The payments under this Section 5.2(d)(ii)
                              shall be made in lieu of any and all payments
                              otherwise due under the MIP for the year in which
                              Executive's termination occurs.

                              In addition, TASKER shall pay to the Executive
                              within thirty (30) days of the Termination date,
                              (a) cash compensation in a lump sum equal to five
                              (5) times the Executive's average actual annual
                              payments awarded under the MIP for the past three
                              fiscal periods, or any parts therein, during which
                              Executive was employed (in the event Executive has
                              been employed for a period of less than three




                                       16
<PAGE>

                              years when termination occurs, or the MIP has not
                              been in existence for a full three year fiscal
                              period-the average shall be computed using
                              Executive's actual employment time or the actual
                              time the MIP was in effect) PLUS (b) cash
                              compensation in a lump sum equal to five (5) times
                              the pro-rata portion of Executives target
                              Management Incentive award under the current years
                              MIP in which his termination occurs as calculated
                              above in Section 5.2(a)(ii) substituting
                              termination following a voluntary termination for
                              good reason or termination without cause for
                              death.

                        (iii) Deferred Compensation. TASKER shall pay to
                              Executive's all of the amounts previously deferred
                              by the Executive (together with any accrued
                              interest thereon) and not yet paid by TASKER
                              within thirty (30) days following Executives
                              termination for a voluntary termination for good
                              reason or termination without cause for death.

                        (iv)  Accrued Vacation. TASKER shall pay to Executive
                              the cash equivalent of any accrued vacation pay
                              not yet paid by TASKER within thirty (30) days
                              following the Executive's termination for a
                              voluntary termination for good reason or
                              termination without cause for death.

                        (v)   Other Benefits. TASKER shall pay to Executive all
                              of the amounts and shall provide all benefits
                              generally available under the TASKER group life
                              insurance plans, other employee benefit plans, and
                              the policies and practices of TASKER, determined
                              in accordance with the applicable terms and
                              provisions of such plans, policies and practices.


                                       17
<PAGE>

                        (vi)  Meaning-"Voluntary Termination Without Cause or
                              Voluntary Termination for Good Reason" means the
                              Executive's termination of his employment
                              hereunder following an intentional breach by
                              TASKER of any material provision of this Agreement
                              if such breach continues for a period of thirty
                              (30) continuous day after the Board of Directors
                              receive written notice of such breach from
                              Executive and TASKER fails to cure such cause of
                              breach to the reasonable satisfaction of
                              Executive, provided such cause of breach can be
                              cured, failing which Executive's employment shall
                              be deemed terminated at the end of such thirty
                              (30) day period, or the shortened cure period
                              stated elsewhere in this Agreement. For purposes
                              of this Agreement such breaches include, but are
                              not limited, to the following:

                              1.   modification without the Executive's written
                                   consent;

                              2.   The failure of TASKER to permit the Executive
                                   to exercise such responsibilities as are
                                   consistent with the Executive's position and
                                   are of such nature as are usually associated
                                   with such officers or positions of a company
                                   engaged in relatively the same business as
                                   TASKER;

                              3.   A requirement by TASKER that the Executive
                                   relocate his employment more than fifty (50)
                                   miles from Danbury, Connecticut without the
                                   Executive's written consent;

                              4.   TASKER's failure to acquire and maintain the
                                   director's/officer's insurance required by
                                   Section 12 of this Agreement.


                                       18
<PAGE>

         6. CHANGE IN CONTROL. In the event a "Change in Control" occurs, as
defined below in Section 6.2 of this Agreement, the Executive or TASKER shall
have the option at any time within sixty (60) days after the Change in Control
occurs to terminate Executive's employment and Executive shall receive from
TASKER compensation as set forth in section 6.3 of this Agreement.

            6.1   NOTICE. Written notice that a "Change in Control' has occurred
                  must be delivered by TASKER to Executive within ten (10) days
                  after such "Change in Control" occurs. Proper notice to
                  effectuate a termination upon Change in Control shall be the
                  date Executive or TASKER receives written notice which (1)
                  indicates that this Employment Agreement is being terminated
                  on the basis of Change in Control, and, (2) sets forth in
                  reasonable detail the facts and circumstances claimed to
                  provide a basis for such termination.

            6.2   DEFINITIONS-CHANGE IN CONTROL

                  (a)   "Acquiring Person"-means that a Person, considered alone
                        or together with all Control Affiliates and Associates
                        of that Person, is or becomes directly or indirectly the
                        beneficial owner of (i) securities representing at least
                        fifty-one percent (51 %) of TASKER's then outstanding
                        securities entitled to vote generally in the election of
                        the Board, or (ii) at least fifty-one percent (51 %) of
                        TASKER's consolidated assets.

                  (b)   "Affiliate" means any "Subsidiary" or "Parent"
                        corporation (within the meaning of Section 424 of the
                        Code) of TASKER.

                  (c)   "Board" means the Board of Directors of TASKER.

                  (d)   "Control Affiliate" with respect to any Person, means
                        Affiliate as defined in Rule 12B-2 of the General Rules
                        and Regulations under the Exchange Act, as amended as of
                        January 1, 1990.

                  (e)   "Exchange Act" means the Securities Exchange Act of
                        1934, as amended and as in effect from time to time.


                                       19
<PAGE>


                  (f)   "Person" means any human being, firm, corporation,
                        partnership, or other entity. Person also includes any
                        human being, firm, corporation, partnership, or other
                        entity as defined in Section 13(d)(3) and 14(d)(2) of
                        the Exchange Act, as amended as of January 1, 1990. The
                        term Person does not include TASKER or any related party
                        within the meaning of Code Section 1563(a), 414(b) or
                        414(c), and the term Person does not include any
                        employee-benefit plan maintained by TASKER or by any
                        Related Entity, and any Person or entity organized,
                        appointed, or established by TASKER or by any subsidiary
                        for or pursuant to the terms of any such
                        employee-benefit plan, or such Person or entity is a
                        Person.

                  (g)   "Change in Control". For purposes of this Agreement a
                        "Change in Control" shall mean any of the following
                        events:

                        (i)   In the event a Person is or becomes an Acquiring
                              Person;

                        (ii)  In the event a Person enters into an agreement
                              that would result in that Person becoming an
                              Acquiring Person;

                        (iii) In the event that TASKER enters into any agreement
                              with Person that involves the transfer of at least
                              fifty-one percent (51 %) of TASKER's total assets
                              on a consolidated basis, as reported in TASKER's
                              consolidated financial statements filed with the
                              Securities and Exchange Commission, or, if TASKER
                              is not required to file consolidated financial
                              statements with the Securities and Exchange
                              Commission, similar financial statements;

                        (iv)  In the event that TASKER enters into an agreement
                              to merge or consolidate TASKER or to effect a
                              statutory share exchange with another Person,
                              where the Person and its subsidiaries and
                              affiliates owns at least fifty-one percent (51 %)
                              of the company, if TASKER is not intended to be
                              the surviving or resulting entity after the
                              merger, consolidation, or statutory share
                              exchange;



                                       20
<PAGE>

                        (v)   In the event the individuals who, as of the date
                              of this Agreement, are members of the Board, cease
                              for any reason to constitute a majority of the
                              members of the Board;

                        (vi)  A complete liquidation or dissolution of TASKER;

                        (vii) Notwithstanding the foregoing, a Change in Control
                              shall not be deemed to occur solely because any
                              Person acquired Beneficial Ownership as defined in
                              the Exchange Act of more than the permitted amount
                              of the then outstanding securities as a result of
                              the acquisition of securities by TASKER which by
                              reducing the number of securities then
                              outstanding, increased the proportional number of
                              shares Beneficially Owned by the subject Person(s)
                              provided that if a Change in Control would occur
                              as a result of the acquisition of securities by
                              TASKER, and after such share acquisition by
                              TASKER, the Person becomes the Beneficial Owner of
                              any additional securities which increases the
                              percentage of the then outstanding securities
                              Beneficially Owned by the subject Person, then a
                              Change in Control shall occur.



                                       21
<PAGE>


                  6.3   COMPENSATION UPON TERMINATION BASED UPON CHANGE IN
                        CONTROL-PAYMENT OF EXCISE TAXES. If a termination occurs
                        and whether the Executive or TASKER elects to terminate
                        this Agreement in accordance with paragraph 6 of this
                        Agreement upon a Change in Control as defined above, the
                        Company shall pay the Executive those same amounts at
                        the same time as indicated in Sections 5.2(d)(i)-(v)
                        above, inclusive substituting Termination Following a
                        Change in Control for Voluntary Termination for Good
                        Reason and Termination Without Cause, and, with regard
                        to Section 4.4 of this Agreement, the Executive shall
                        have the right, in his sole and absolute discretion, to
                        immediately, or at any time thereafter, exercise the
                        stock options provided to Executive as additional
                        compensation under the Notice of Grant dated November
                        15, 2004 attached hereto as "Exhibit A" and at the time
                        Executive exercises such options, TASKER shall cause
                        such stock options, and such stock options not yet
                        vested, to ALL (both vested and those not yet vested)
                        immediately vest and be freely exercisable by Executive,
                        as if the Executive had terminated this Agreement as a
                        Voluntary Termination for Good Reason (a "Termination
                        Payment"). In addition, if the excise tax on "excess
                        parachute payments," as defined in Section 280G of the
                        Internal Revenue Code of 1986, as amended (the "Code"),
                        will be imposed on the Executive under Code Section 4999
                        as a result of the Executive's receipt of the
                        Termination Payment or any other payment (without regard
                        to the "Additional Amount" described below) which the
                        Executive receives or has the right to receive from
                        TASKER or any of its affiliates (the "Change of Control
                        Benefits"), TASKER shall indemnify the Executive and
                        hold him harmless against all claims, losses, damages,
                        penalties, expenses and excise taxes. To effect this
                        indemnification, TASKER shall pay to Executive the
                        "Additional Amount" now described. The Additional Amount
                        shall be the amount that is sufficient to indemnify and
                        hold the Executive harmless from the application of Code
                        Section 280G and 4999 of the Code, including the amount
                        of (i) the excise tax that will be imposed on the
                        Executive under Section 4999 of the Code with respect to
                        the Change of Control Benefits; (ii) the additional (a)
                        excise tax under Section 4999 of the Code, (b) hospital
                        insurance tax under Section 3111(b) of the Code, and (c)
                        federal, state and local income taxes for which the
                        Executive is or will be liable on account of the payment
                        of the amount described in item (i) and (ii) the further
                        excise, hospital insurance and income taxes for which
                        the Executive is or will be liable on account of the
                        payment of the amount described in item (ii) and this
                        item (iii) and any other indemnification under this
                        Section 6.3. The Additional Amount shall be calculated
                        and paid to Executive at the time that the Termination
                        Payments under this Agreement are paid to Executive. In
                        calculating the Additional Amount, the highest marginal
                        rates of federal and applicable state and local income
                        taxes applicable to individuals and in effect for the



                                       22
<PAGE>

                        year in which the Change in Control occurs shall be
                        used. Nothing in this Section 6.3 shall give the
                        Executive the right to receive indemnification from
                        TASKER or its affiliates for federal, state or local
                        income taxes or hospital insurance taxes payable solely
                        as a result of the Executives receipt of (a) the
                        Termination Payment or (b) any additional payment,
                        benefit or compensation other than additional
                        compensation in the form of the excise tax payment
                        specified in item (i) above. As specified in item (ii)
                        and (iii) above, all income, hospital insurance and
                        additional excise taxes resulting from additional
                        compensation in the form of the excise tax payment
                        specified in item (i) above shall be paid to Executive.

                        The provisions of Section 6.3 are illustrated by the
                        following example:

                           Assume that the Termination Payment and all other
                           Change in Control Benefits result in a total federal,
                           state and local income tax and hospital insurance
                           liability of US $180,000.00; and an excise tax
                           liability under Code Section 4999 of US $70,000.00.
                           Under such circumstances, the Executive is solely
                           responsible for the US $180,000.00 income and
                           hospital insurance tax liability; and TASKER must pay
                           to the Executive US $70,000.00, PLUS an amount
                           necessary to indemnify the Executive for all federal,
                           state and local income taxes, hospital insurance tax,
                           and excise taxes that will result from the US
                           $70,000.00 payment to the Executive and from all
                           further indemnification to the Executive of taxes
                           attributable to the initial US $70,000.00 payment.

         7. AMENDMENTS; WAIVERS. This Agreement may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension or discharge is sought. The waiver
by either party of any right hereunder must be reduced to writing by the party
against which enforcement of the alleged waiver is sought and shall not
constitute a waiver of the subsequent exercise of such right or a waiver of any
right. Failure of either party to exercise promptly any right granted by this
Agreement, or to restrict strict performance of any obligation undertaken by the
other party herein, shall not be deemed to be a waiver of such right or of the
right to demand subsequent performance of any and all such obligations.


                                       23
<PAGE>


         8. BINDING AGREEMENT/ASSIGNMENT. The Executive acknowledges that his
services are unique and personal. Accordingly, Executive may not assign his
rights or delegate his duties or obligations under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
any successors to the business of TASKER, Executive's heirs and the personal
representatives of the Executive's estate. This Agreement shall be binding upon
TASKER's successors in interest and/or assigns of TASKER whether by merger,
consolidation, purchase of assets or otherwise.

         9. NOTICES. All NOTICES required to be given hereunder this Agreement
shall be in writing sent certified mail, return receipt requested, postage
prepaid at the address set forth below or at such other address as the party may
subsequently designate.

            A. If to Executive, then to:

                           James R. Collins
                           25 Mill Valley Lane
                           Stamford, CT 06903

            B. If to TASKER, then to:

                           Tasker Capital Corp.
                           100 Mill Plain Road, 3rd Flr.
                           Danbury, CT 06811

         10. HEADINGS. The headings used in this Agreement are for convenience
and shall not be deemed to curtail or affect the meaning or construction of any
provision under this Agreement.

         11. WITHHOLDING. All payments or benefits to Executive under this
Agreement shall be reduced by any amount required to be withheld by TASKER under
Federal, State or local income tax laws or similar laws then in effect.

         12. INDEMNIFICATION AND HOLD HARMLESS PROVISION. TASKER hereby agrees
to indemnify Executive, his heirs, successors, and assigns and hold Executive
harmless from any an all liabilities, obligations, expenses, fees and costs
(including attorney's and professional fees) of every kind, nature, and
description, which now exist or may exist now or hereafter with respect to
Executive's activities, duties, or responsibilities as Vice President, Supply
Chain of TASKER, or any subsequent position, or in relation to any of TASKER's
subsidiaries, affiliates, or related entities. Such indemnification and hold
harmless benefits shall be payable by TASKER whenever incurred by Executive so
long as such costs or expenses relate to or arise from such activities, duties,
and responsibilities of Executive and shall not in any way be dependent upon
Executive's employment with TASKER. TASKER shall be required to purchase
adequate directors/officers insurance, or other adequate insurance insuring
TASKER's obligations.



                                       24
<PAGE>

         In the event Executive is made a party to a lawsuit or is involved in a
legal proceeding in any manner (including by subpoena or as a witness), which
relates directly or indirectly to TASKER or the Executive's performance of his
duties under this Agreement, in which Executive in his sole discretion believes
that it is in his best interest to retain independent legal and other
professional counsel, TASKER shall be obligated to pay all professional fees,
costs, and expenses so incurred within thirty (30) days of a notice provided by
Executive advising of his selection of counsel.

         13. VALIDITY AND GOVERNING LAW. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect. The validity, interpretation, construction and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Connecticut. Venue for any action or suit brought hereunder or in
connection herewith, or relating hereto, shall lie with the Courts the State of
Connecticut.

         14. ATTORNEYS FEES. In the event either party files any action or suit
regarding any of the terms of this Agreement or in relation to, or involving,
Executive's employment by TASKER, then the prevailing party shall be entitled to
recover upon final judgment on the merits of its or his reasonable attorney's
fee and court costs (including, without limitation, appellate attorney's fees
and court costs) incurred in bringing such action and all costs or expenses,
including, without limitation, attorney's fees and court costs, incurred in
collecting any judgment.

         15. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement supersedes any
prior Agreement or understandings oral or written and contains the entire
understanding of the parties relating to the employment of the Executive by
TASKER. It may not be changed orally but only by an agreement in writing signed
by the party or parties against whom enforcement of any waiver, change,
modification, extension or discharge is sought.



                                       25
<PAGE>

         IN WITNESS WHEREOF, TASKER has caused this Agreement to be executed by
its duly authorized officer and has affixed its corporate seal, and Executive
has hereunto subscribed his name, all as of the day, month and year first above
written.

In the presence of:                EXECUTIVE

_____________________________      ___________________________

Name:________________________

_____________________________

Name:________________________

                                   TASKER CAPITAL CORP.

                                   __________________________________________
                                   Name: Robert Appleby
                                   Title: President & Chief Executive Officer

                                   Attest:

                                   __________________________________________
                                   Name:
                                   Title:

                                   (Seal)



                                       26
<PAGE>

                                    EXHIBIT A

                        NOTICE OF GRANT JAMES R. COLLINS
                                November 15, 2004



333,333  Options  @  $1.45  Immediate Vesting

333,334  Options  @  $1.45  Vesting  11/15/05

333,333  Options  @  $1.45  Vesting  11/15/06



                                       27