**Exhibit
      10.78**









**AGREEMENT**




THIS
      AGREEMENT **** (the
      “ **Agreement** ”)
      is
      dated as of December 14, 2006 and is made by and between TASKER PRODUCTS CORP.,
      f/k/a TASKER CAPITAL CORP., a Nevada corporation (the “ **Company** ”),
      and
      RICHARD FALCONE (the “ **Executive** ”).




WHEREAS,
      the Executive was brought on board to commence the implementation of a
      restructuring of the Company, to establish a strategic plan and secure
      financing; and




WHEREAS,
      the Executive has completed successfully those tasks and has determined that
      it
      is now appropriate to resign from the Executive’s employment relationship with
      the Company with the consent of the Company, and the parties hereto desire
      to
      settle and resolve all issues arising from or related to such relationship
      and
      the termination thereof.




NOW
      THEREFORE, in consideration of the mutual promises made herein and other good
      and valuable consideration the receipt and adequacy of which are hereby
      acknowledged, the Company and the Executive (collectively referred to as the
      “ **Parties** ”)
      hereby
      agree as follows:




1.  Resignation . The
      Executive hereby resigns from the Executive’s employment with the Company with
      the consent of the Company as Chief Executive Officer and the Executive hereby
      resigns and withdraws from all other positions (as an employee, officer,
      director or board committee member or otherwise) of the Company and of any
      subsidiary or affiliate of the Company (together with the Company the
“ **Company
      Entities** ”),
      effective as of the close of business on December 14, 2006 (the “ **Effective
      Date** ”). The
      Executive agrees that he has received all compensation owed to him in respect
      thereof (including under the Employment Agreement (as hereinafter defined)),
      except for (i) payment of his base salary and accrued but unpaid vacation
      through the date hereof, (ii) his rights to exercise his vested stock options
      (“ **Stock
      Options** ”)
      pursuant to the terms of the stock option agreements by and between the
      Executive and the Company dated August 2, 2005, November 17, 2005 and January
      25, 2006, respectively with respect to 100,000, 300,000 and 2,200,000 shares
      of
      the Company’s common stock (the “ **Stock
      Option Agreements”)** ,
      and
      (iii) his right to elect continuation of group health coverage under the
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"),
      and that upon receipt of such compensation and benefits he will have no
      continuing right to receive any additional compensation or benefits, including
      severance or a year-end bonus, from any of the Company Entities following or
      in
      respect of such resignation, except as specifically provided for herein.




2.  Settlement .
      In
      consideration of the Executive’s obligations in Section 5(b) hereof, the Company
      hereby agrees to pay to the Executive, the amount of $150,000 (the “ **Settlement
      Payment** ”).
      The
      Settlement Payment shall be paid in a lump sum payment on December 14, 2006;
      provided, however, that if the Executive fails to execute the Release Agreement,
      which is attached as Exhibit A hereto (the “ **Release** ”),
      within the time frame specified hereunder and in Section 7 of the Release or
      if
      the Executive rescinds the Release within the period specified in Section 7
      of
      the Release, the Executive shall promptly return the Settlement Payment to
      the
      Company. The Executive shall also be entitled to retain his Stock Options,
      exercisable for 2,600,000 shares of the Company’s common stock, pursuant to the
      terms of the Stock Option Agreements, as heretofore amended. The Company hereby
      acknowledges to the Executive that the Stock Option Agreements have been
      amended, subject to the execution of this Agreement and the Release, and
      expiration, without rescission, of the rescission period in Section 7 of the
      Release, as follows: (i) the Stock Options are vested in full, (ii) the exercise
      price of the Stock Options have been reduced to $0.11 per share and (iii) the
      Stock Options are exercisable at the option of the Executive on a “cashless”
basis.







3.  Benefits .
      The
      Company shall promptly reimburse the Executive for any medial insurance costs
      incurred by the Executive and/or his spouse through December 31, 2007. The
      Executive shall not be entitled to receive any other benefits of the Company
      from and after the Effective Date other than as specifically provided
      herein.




4.  Return
      of Company Property .
      The
      Executive represents and warrants that he will return to the Company or, at
      the
      Company’s option, confirm that he has destroyed, in each case, no later than
      December 14, 2006, all property of the Company, including all equipment, all
      corporate credit cards issued in the Executive’s or the Company’s name, all keys
      to offices of the Company and all memoranda, records and other documents, papers
      or electronic media relating to the Company (including without limitation all
      account information such as contact names, addresses, numbers and other
      information regarding customers and potential customers), and all copies thereof
      including such items stored in computer memories, prepared by or made available
      to the Executive during employment with the Company. Notwithstanding the
      previous sentence, subject to the execution of the Release and expiration,
      without rescission, of the rescission period in Section 7 of the Release, the
      Executive is entitled to retain his laptop computer, his cell phone, and his
      blackberry, provided that he temporarily gives the Company the opportunity
      and
      access to erase all materials on the laptop computer and on the blackberry;
      it
      being understood that the Company and its agents shall no longer provide any
      service to the foregoing. Subject to the execution of the Release and
      expiration, without rescission, of the rescission period in Section 7 of the
      Release, the Executive shall be entitled, at the Company’s expense through
      December 31, 2007, to continue to use that certain leased car that he uses
      that
      is in the Company’s name. In the event that the current lease for said vehicle
      expires prior to December 31, 2007, the Company shall promptly reimburse the
      Executive the cost of a replacement vehicle during such time provided that
      the
      Company shall not be responsible to reimburse the Executive any amounts in
      excess of the current lease costs through December 31, 2007.




5.  Covenants .




a.  Confidentiality;
      Non-Compete .
      The
      Executive acknowledges to the Company that he continues to be bound by the
      confidentiality, noncompetition and nonsolicitation restrictions contained
      in
      the Employment Agreement.




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b.  Release
      and Non-Disparagement .
      Simultaneously with the execution of this Agreement, the Company shall execute
      and deliver to the Executive, the Release. This Agreement shall be null and
      void
      if the Executive fails to execute the Release within the time period provided
      in
      Section 7 of the Release or if the Executive rescinds his execution of the
      Release within the time period provided in Section 7 of the
      Release.




c.  Mail,
      Telephone and Email .
      The
      Company shall promptly forward to the Executive all personal correspondence
      and
      mail it receives from time to time on the Executive’s behalf (including without
      limitation, insurance documentation). During the sixty (60) days following
      the
      Effective Date, on the same basis as are currently available, the Company shall
      promptly notify each party that sends the Executive an email that he is no
      longer employed with the Company and place a similar message on the Executive’s
      voicemail at the Company.




6.  Representations .




a.  Authority,
      Reliance, Liens .
      The
      Executive represents and warrants that (i) the Executive has the capacity to
      act
      on the Executive’s own behalf and on behalf of all who might claim through the
      Executive to bind them to the terms and conditions of the Resignation Documents
      (defined below), (ii) the Executive has not relied upon any representations
      or
      statements made by the Company which are not specifically set forth in this
      Agreement, and (iii) there are no liens or claims of lien or assignments in
      law
      or equity or otherwise of or against any of the claims or causes of action
      released pursuant hereto.




b.  Voluntary
      Execution .
      This
      Agreement and the other Resignation Documents are executed voluntarily and
      without any duress or undue influence on the part or behalf of the Parties
      hereto, with the full intent of releasing all claims. The Parties acknowledge
      that: (i) they have read each Resignation Document, (ii) they have been
      represented in the preparation, negotiation, and execution of each Resignation
      Document by legal counsel of their own choice or that they have voluntarily
      declined to seek such counsel, (iii) they understand the terms and consequences
      of each Resignation Document and of the releases therein contained, and (iv)
      they are fully aware of the legal and binding effect of each Resignation
      Document.




c.  Counsel .
      The
      Executive acknowledges that the Company has specifically advised the Executive
      to seek counsel regarding the legal, tax and other consequences of the matters
      provided in this Agreement and the other Resignation Documents. In the event
      that the Executive elects not to consult with an attorney or other counsel
      regarding the Executive’s rights and obligations under the Resignation Documents
      and the legal effect hereof, the Executive hereby waives all rights to such
      consultation. Such waiver is and shall be irrevocable and unequivocal, without
      any conditions or reservations of any kind.




7.  Severability .
      The
      parties understand and agree that in the event any provision of any Resignation
      Document is deemed to be invalid or unenforceable by any court or administrative
      agency of competent jurisdiction, the respective Resignation Document shall
      be
      deemed to be restricted in scope or otherwise modified to the extent necessary
      to render the same valid and enforceable or, in the event that any provision
      of
      any Resignation Document cannot be modified or restricted so as to be valid
      and
      enforceable, then the same shall be deemed excised from the respective
      Resignation Document if circumstances so require, and the respective Resignation
      Document shall be construed and enforced as is such provision had originally
      been incorporated therein as so restricted or modified, or as if such provision
      had not originally been contained therein, as the case may be.




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8.  Entire
      Agreement; Amendment .
      This
      Agreement, together with the Release (the “ **Resignation
      Documents** ”)
      represent the entire agreement and understanding between the Company and the
      Executive concerning the Executive’s employment with the Company and the
      separation of the Executive from the Company, and supersedes and replaces any
      and all prior agreements and understandings concerning the Executive’s
      relationship with the Company and the Executive’s compensation by the Company,
      including without limitation the Employment Agreement effective as of February
      2, 2006 between the Company and the Executive (other than Sections 7, 8, 9
      and
      10 thereof), and any prior employment agreement previously entered into by
      the
      Company and the Executive, excluding the Stock Option Agreements. This Agreement
      may only be amended by a written instrument signed by the Executive and a duly
      authorized officer of the Company.




9.  Specific
      Enforcement .
      The
      Executive acknowledges and agrees that the Company will suffer irreparable
      harm
      as a consequence of any breach or threatened breach by the Executive of any
      of
      the provisions of any Resignation Document and the Executive hereby consents
      to
      the Company seeking and being awarded such injunctive and other equitable relief
      as a court may deem appropriate in the circumstances to prevent or restrain
      any
      such breach or threatened breach. In addition, the Executive breaches any term
      of a Resignation Document, the Company may commence legal action and pursue
      any
      available legal and equitable remedies, including but not limited to suspending
      and recovering any and all payments and benefits made or to be made under this
      Agreement, together with reimbursement of any reasonable legal fees or expenses
      incurred by them in connection therewith. If Company seeks and/or obtains relief
      from an alleged breach of a Resignation Document, all of the provisions of
      this
      Agreement shall remain in full force and effect.




10.  Governing
      Law .
      This
      Agreement and each other Separation Document shall in all respects be
      interpreted and governed by the laws of the State of Connecticut (without regard
      to Connecticut’s conflicts laws) and the Parties in any action arising out of
      this Agreement shall be subject to the jurisdiction and venue of the federal
      and
      state courts, as applicable, of the State of Connecticut, Fairfield County.
      The
      Executive agrees that service of process upon the Executive in any such action
      or proceeding may be made by delivery thereof by first-class mail, postage
      prepaid, to the Executive, at his last known address on the books and records
      of
      the Company.




11.  Costs .
      The
      Parties shall each bear their own costs, expert fees, attorneys’ fees and other
      fees incurred in connection with this Agreement.




12.  Successors .
      This
      Agreement shall extend and inure to the benefit of, and shall be binding upon,
      the Executive, the Company, and each of their respective successors and
      assigns.




13.  Further
      Assurances .
      At the
      request of any Party, the other Party shall execute and deliver such further
      documents, and take such other action, as may be necessary or appropriate to
      give full effect to the transactions contemplated by this
      Agreement.




14.  Counterparts This
      Agreement may be executed in one or more counterparts, and each counterpart
      shall have the same force and effect as an original and shall constitute an
      effective, binding agreement on the part of each of the
      undersigned.


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IN
      WITNESS WHEREOF, the Parties have executed this Agreement on the date first
      written above.







/s/ Richard Falcone**RICHARD
                FALCONE**




STATE OF
            }COUNTY OF
            }ss:




On
      the __
      day of December in the year 2006 before me, the undersigned, personally appeared
      Richard Falcone, personally known to me or proved to me on the basis of
      satisfactory evidence to be the individual whose name is subscribed to the
      within instrument and acknowledged to me that he executed the same, and that
      by
      his signature on the instrument, the individual executed the
      instrument.




Notary Public




**TASKER
              PRODUCTS CORP.**By:
            /s/ Lanny
              DacusName:
              Lanny DacusTitle:
              President and CEO




STATE OF
              }COUNTY OF
              }ss:




On
      the
      ____ day of December in the year 2006 before me, the undersigned, personally
      appeared _______________, personally known to me or proved to me on the basis
      of
      satisfactory evidence to be the individual whose name is subscribed to the
      within instrument and acknowledged to me that he executed the same in his
      capacity, and that by his signature on the instrument, the individual, or the
      person upon behalf of which the individual acted, executed the
      instrument.






Notary Public





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**EXHIBIT
      A**





**RELEASE
      AGREEMENT**





THIS
      RELEASE AGREEMENT (the “ Release ”)
      is
      made as of the __ day of December, 2006 by and between RICHARD FALCONE
      (“ Executive ”)
      and
      TASKER PRODUCTS CORP. f/k/a TASKER CAPITAL CORP. (the “ Company ”).





WHEREAS,
      Executive’s employment by the Company will terminate; and





WHEREAS,
      in connection with that termination and pursuant to that certain Agreement
      by
      and between the Company and Executive dated as of the date hereof (the
“ Agreement ”),
      the
      Company has agreed to pay Executive certain amounts (including, without
      limitation, the Settlement Payment (as defined therein)), subject to the
      execution of this Release.





NOW
      THEREFORE, in consideration of these premises and the mutual promises contained
      herein, and intending to be legally bound hereby, the parties agree as
      follows:





1.  Resignation .
      Executive hereby resigns from Executive’s employment with the Company with the
      consent of the Company as Chief Executive Officer and Executive hereby resigns
      and withdraws from all other positions (as an employee, officer, director or
      board committee member or otherwise) of the Company and of any subsidiary or
      affiliate of the Company, effective as of the open of business on December
      __,
      2006 (the “ **Effective
      Date** ”).





2.  Acknowledgements .
      Executive acknowledges that: (i) the payments described in Section
      2, 3 and 4 of the
      Agreement constitute full settlement of all his rights under the Agreement,
      (ii)
      he has no entitlement under any other severance or similar arrangement
      maintained by the Company, and (iii) except as otherwise provided specifically
      in this Release, the Company does not and will not have any other liability
      or
      obligation to him. Executive further acknowledges that, in the absence of his
      execution of this Release, he would not otherwise be entitled to the payments
      described in Section
      2, 3 and 4 of the
      Agreement.





3.  Release
      and Covenant Not to Sue .





3.1.  Release .
      Executive hereby fully and forever releases and discharges the Company
      (including, for purposes of this Section
      3 ,
      all
      predecessors and successors, subsidiaries, affiliates, assigns, officers,
      directors, trustees, employees, agents and attorneys, past and present) from
      any
      and all claims, demands, liens, agreements, contracts, covenants, actions,
      suits, causes of action, obligations, controversies, debts, costs, expenses,
      damages, judgments, orders and liabilities, of whatever kind or nature, direct
      or indirect, in law, equity or otherwise, whether known or unknown, arising
      through the date of this Release, out of Executive’s employment by the Company
      or the termination thereof, including, but not limited to, any claims Executive
      may have for wages, bonuses, commissions, penalties, deferred compensation,
      vacation pay, separation benefits, defamation, libel, slander, negligence,
      breach of covenant of good faith and fair dealing, personal injury, emotional
      distress, breach of contract, breach of confidentiality, invasion of privacy,
      negligence, improper discharge (based on contract, common law, or statute,
      including any federal, state or local statute or ordinance prohibiting
      discrimination or retaliation in employment), alleged violation of the United
      States Constitution, the Constitution of the State of New Jersey, the Civil
      Rights Act of 1964, including Title VII, the Civil Rights Act of 1991, the
      Age
      Discrimination in Employment Act of 1967, the Americans with Disabilities Act
      of
      1990, the Fair Labor Standards Act, the Employee Retirement Income Security
      Act
      of 1974, the Worker Adjustment and Retraining Notification Act, the Older
      Workers Benefit Protection Act, the Equal Pay Act of 1963, the Family Medical
      Leave Act, the Rehabilitation Act of 1973, or any other federal, state
      (including, but not limited to Connecticut) or local statutes concerning
      employment, labor, and/or human rights or discrimination laws, and any claim
      for
      discrimination or retaliation based on sex, race, color, creed, religion, age,
      national origin, marital status, sexual orientation, disability, or perceived
      disability, medical condition, status with regard to public assistance, sexual
      harassment, or any other protected class status, but excludes claims arising
      after the date hereof out of any breach of this Release.





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3.2.  Covenant
      Not to Sue .
      Executive expressly represents that he has not filed a lawsuit or initiated
      any
      other administrative proceeding against the Company and that he has not assigned
      any claim against the Company to any other person or entity. The Executive
      further promises not to initiate a lawsuit or to bring any other claim against
      the Company arising out of or in any way related to Executive’s employment by
      the Company or the termination of that employment other than with respect to
      those claims expressly not released by the Executive hereunder. Nothing in
      this
      Release, however, shall prevent or restrict Executive from cooperating with
      the
      Equal Employment Opportunity Commission with respect to any investigation or
      claim of age discrimination in violation of the Age Discrimination in Employment
      Act; provided, however, that Executive agrees that if any action with respect
      to
      the claims released herein is brought in his name before any court or
      administrative tribunal, he will not accept any payments in connection
      therewith.





3.3.  Claims
      Not Released .
      In
      addition, the forgoing will not be deemed to release Executive from claims
      solely (a) to enforce this Release, (b) to enforce the Agreement, (c) to enforce
      the confidentiality, non-competition and non-solicitation restrictions contained
      in the Employment Agreement by and between Executive and the Company effective
      as of February 2, 2006 (the “ Employment
      Agreement ”)
      or (d)
      for indemnification under the Company’s By-Laws, under applicable law, under any
      indemnification agreement between the Company and Executive (including, without
      limitation that certain Indemnification Agreement dated June 16, 2006) or under
      any similar arrangement including, without limitation, with respect to claims
      involving Provco Ventures.





4.  Non-Competition
      and Confidentiality Obligations .
      Executive acknowledges that Sections 7, 8, 9 and 10 of the Employment Agreement
      survive the termination of his employment. Executive affirms that the
      restrictions contained in the Employment Agreement are reasonable and necessary
      to protect the legitimate interests of the Company, that he received adequate
      consideration in exchange for agreeing to those restrictions, and that he will
      abide by those restrictions.





5.  Non-Disparagement .
      The
      Executive will not disparage Company or any of its directors, officers, agents
      or employees or otherwise take any action which could reasonably be expected
      to
      adversely affect the personal or professional reputation of Company or any
      of
      its directors, officers, agents or employees.





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6.  Cooperation .
      Executive further agrees that he will reasonably cooperate fully with the
      Company and its counsel with respect to any matter (including litigation,
      investigations, or governmental proceedings) which relates to matters with
      which
      Executive was involved during or which otherwise relate to his employment with
      Company including, without limitation the Company’s litigation involving James
      Collins. Executive shall render such cooperation in a timely manner on
      reasonable notice from the Company.





7.  Rescission
      Right .
      Executive expressly acknowledges and recites that (a) he has read and
      understands this Release in its entirety, (b) he has entered into this Release
      knowingly and voluntarily, without any duress or coercion; (c) he has been
      advised orally and is hereby advised in writing to consult with an attorney
      with
      respect to this Release before signing it; (d) he was provided twenty-one (21)
      calendar days after receipt of the Release to consider its terms before signing
      it; and (e) he is provided seven (7) calendar days from the date of signing
      to
      terminate and revoke this Release in which case this Release shall be
      unenforceable, null and void. Executive may revoke this Release during those
      seven (7) days by providing written notice of revocation to the Company. This
      Release will become effective and enforceable on the day following the
      expiration of the seven-day revocation period (the " 8th
      Day ").
      In
      the event that Executive does revoke this Release in writing prior to the 8th
      Day, this Release shall not be effective or enforceable and, in such event,
      all
      rights, agreements and obligations created by this Release shall be ineffective,
      null, void and unenforceable, except for the termination of his employment,
      which is effective as of the Effective Date even if Executive does revoke this
      Release. Executive further understands that if he revokes this Release in
      accordance with this Section 7, Executive will be obligated to promptly return
      the Settlement Payment.





8.  Release
      and Covenant Not to Sue .




8.1.  Release .
      The
      Company hereby fully and forever releases and discharges Executive (including,
      for purposes of this Section
      8 ,
      all
      predecessors and successors, subsidiaries, affiliates, assigns, officers,
      directors, trustees, employees, agents and attorneys, past and present) from
      any
      and all claims, demands, liens, agreements, contracts, covenants, actions,
      suits, causes of action, obligations, controversies, debts, costs, expenses,
      damages, judgments, orders and liabilities, of whatever kind or nature, direct
      or indirect, in law, equity or otherwise, whether known or unknown, arising
      through the date of this Release, out of Executive’s employment by the Company
      or the termination thereof, including, but not limited to, any claims the
      Company may have for defamation, libel, slander, negligence, breach of covenant
      of good faith and fair dealing, personal injury, emotional distress, breach
      of
      contract, breach of confidentiality, invasion of privacy, negligence, improper
      discharge (based on contract, common law, or statute, including any federal,
      state or local statute or ordinance prohibiting discrimination or retaliation
      in
      employment), alleged violation of the United States Constitution, the
      Constitution of the State of New Jersey, the Civil Rights Act of 1964, including
      Title VII, the Civil Rights Act of 1991, the Age Discrimination in Employment
      Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
      Standards Act, the Employee Retirement Income Security Act of 1974, the Worker
      Adjustment and Retraining Notification Act, the Older Workers Benefit Protection
      Act, the Equal Pay Act of 1963, the Family Medical Leave Act, the Rehabilitation
      Act of 1973, or any other federal, state (including, but not limited to
      Connecticut) or local statutes concerning employment, labor, and/or human rights
      or discrimination laws, and any claim for discrimination or retaliation based
      on
      sex, race, color, creed, religion, age, national origin, marital status, sexual
      orientation, disability, or perceived disability, medical condition, status
      with
      regard to public assistance, sexual harassment, or any other protected class
      status, but excludes claims arising after the date hereof out of any breach
      of
      this Release.





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8.2.  Covenant
      Not to Sue .
      The
      Company expressly represents that it has not filed a lawsuit or initiated any
      other administrative proceeding against Executive and that it has not assigned
      any claim against Executive to any other person or entity. The Company further
      promises not to initiate a lawsuit or to bring any other claim against Executive
      arising out of or in any way related to Executive’s employment by the Company or
      the termination of that employment other than with respect to those claims
      expressly not released by the Company hereunder.





8.3.  Claims
      Not Released .
      In
      addition, the forgoing will not be deemed to release the Company from claims
      solely (a) to enforce this Release, (b) to enforce the Agreement or (c) to
      enforce the confidentiality, non-competition and non-solicitation restrictions
      contained in the Employment Agreement.





9.  Miscellaneous .





9.1.  No
      Admission of Liability .
      This
      Release is not to be construed as an admission of any violation of any federal,
      state or local statute, ordinance or regulation or of any duty owed by the
      Company to Executive. There have been no such violations, and the Company
      specifically denies any such violations.





9.2.  Successors
      and Assigns .
      This
      Release will inure to the benefit of and be binding upon the Company and
      Executive and their respective successors, executors, administrators, heirs
      and
      (in the case of the Company) permitted assigns. The Company may assign this
      Release to any successor to all or substantially all of its assets and business
      by means of liquidation, dissolution, merger, consolidation, transfer of assets,
      or otherwise. Executive may not make any assignment of this Release or any
      interest herein.





9.3.  Severability .
      The
      provisions of this Release are severable. If any provision or the scope of
      any
      provision is found to be unenforceable or is modified by a court of competent
      jurisdiction, the other provisions or the affected provisions as so modified
      shall remain fully valid and enforceable.





9.4.  Entire
      Agreement; Amendments .
      Except
      as otherwise provided herein, this Release contains the entire agreement and
      understanding of the parties hereto relating to the subject matter hereof,
      and
      merges and supersedes all prior and contemporaneous discussions, agreements
      and
      understandings of every nature relating subject matter hereof. This Release
      may
      not be changed or modified, except by an agreement in writing signed by each
      of
      the parties hereto.





9.5.  Governing
      Law .
      This
      Release shall be governed by, and enforced in accordance with, the laws of
      the
      State of Connecticut, without regard to the application of the principles of
      conflicts of laws.





9.6.  Counterparts
      and Facsimiles .
      This
      Release may be executed, including execution by facsimile signature, in one
      or
      more counterparts, each of which shall be deemed an original, and all of which
      together shall be deemed to be one and the same instrument.





-9-


IN
      WITNESS WHEREOF, the Company has caused this Release to be executed by its
      duly
      authorized officer, and Executive has executed this Release, in each case as
      of
      the date first above written.





**TASKER
              PRODUCTS CORP.**By:
            /s/ Lanny
              DacusName:
              Lanny DacusTitle:
              President and CEO/s/ Richard Falcone**RICHARD
                FALCONE**


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