**Exhibit
      10.81**




**Form
      of Secured Convertible Bridge Note**




**THIS
      NOTE AND THE SECURITIES ISSUABLE ON THE CONVERSION HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS (COLLECTIVELY, THE “ACTS”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED, ASSIGNED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACTS OR
      UNLESS SUCH REGISTRATION IS NOT REQUIRED.**




**TASKER
      PRODUCTS CORP.**




**SECURED
      CONVERTIBLE PROMISSORY NOTE**




December
      __, 2006


(the
      “ Issuance
      Date ”)




$__________
              
              No. __




FOR
      VALUE
      RECEIVED, Tasker Products Corp., a Nevada corporation (the “ Company ”),
      hereby promises to pay to ____________________ or its registered assign (the
      “ Holder ”)
      upon
      the earlier of (i) June __, 2007, and (ii) an Event of Default (as defined
      below), the principal sum of _______________________________ Dollars and No
      Cents ($__________) together with interest thereon calculated from the Issuance
      Date (“ Interest
      Commencement Date ”)
      in
      lawful money of the United States on presentation and surrender of this Note
      to
      the Company, plus interest as set forth in Section 1 below accrued on such
      unpaid principal amount from time to time outstanding until paid. This Secured
      Convertible Promissory Note (this “ Note ”)
      is one
      of a series of Secured Convertible Promissory Notes containing substantially
      identical terms and conditions issued by the Company pursuant to certain
      Subscription Agreements (the “ Subscription
      Agreements ”;
      and
      such offering, the “ Offering ”)
      on the
      date hereof and as may be hereinafter issued in the aggregate amount of up
      to
      $4,400,000 in connection with the Offering. Such notes are referred to herein,
      collectively, as the “ Series
      Notes ,”
the
      holders thereof are referred to herein as the “ Holders ”
and
      the
      Holders of a majority in principal amount of then outstanding Series Notes
      are
      referred to herein as the “ Required
      Holders .”
This
      Note is subject to the following terms and conditions.




1. Interest;
      Payments. (a) Interest shall accrue at a rate equal to ten percent (10%) per
      annum (the “Interest Rate”) beginning on the Interest Commencement Date on the
      unpaid principal amount of this Note and shall be payable quarterly in cash
      thereafter; provided, that so long as any Event of Default has occurred and
      is
      continuing, interest shall be deemed to accrue, to the extent permitted by
      law,
      at the lesser of 18% per annum or the maximum amount permitted by applicable
      law, retroactive to the Interest Commencement Date on the unpaid principal
      amount of this Note outstanding from time to time through the date on which
      such
      Event of Default ceases to exist. Interest shall be computed on the basis of
      the
      actual number of days elapsed and a 360-day year.




(b) Highest
      Lawful Rate. Anything herein to the contrary notwithstanding, if during any
      period for which interest is computed hereunder, the amount of interest computed
      on the basis provided for in this Note, together with all fees, charges and
      other payments which are treated as interest under applicable law, as provided
      for herein or in any other document executed in connection herewith, would
      exceed the amount of such interest computed on the basis of the Highest Lawful
      Rate (as defined herein), the Company shall not be obligated to pay, and the
      Holder shall not be entitled to charge, collect, receive, reserve or take,
      interest in excess of the Highest Lawful Rate, and during any such period the
      interest payable hereunder shall be computed on the basis of the Highest Lawful
      Rate. As used herein, “Highest Lawful Rate” means the maximum non-usurious rate
      of interest, as in effect from time to time, which may be charged, contracted
      for, reserved, received or collected by the Holder in connection with this
      Note
      under applicable law.







(c) Payment.
      All payments shall be made in lawful money of the United States of America
      at
      such place as the Holder hereof may from time to time designate in writing
      to
      the Company. Payment shall be credited first to the accrued and unpaid interest
      then due and payable and the remainder applied to the principal. The Company
      may
      not prepay the outstanding principal amount of this Note, or any accrued
      interest thereon, in whole or in part, without the consent of the Required
      Holders; provided, however, that any prepayment may only be made if a
      simultaneous prepayment on the same *pro
      rata* basis
      (based on the outstanding principal balances of all outstanding Series Notes)
      is
      made on all other Series Notes.




2.  Conversion;
      No Fractional Shares .




(a) Conversion
      Upon Financing Event .
      If all
      or any of the principal and accrued but unpaid interest underlying this Note
      remains outstanding prior to the next sale by the Company of its debt or equity
      securities (the “ Financing
      Securities ”)
      which
      yields gross proceeds to the Company of at least $10,000,000 (including new money received by the Company in connection with such financing
      and the principal amount of all converted Notes) (a “ Financing
      Event ”),
      the
      Holder shall have the right, at its option, at any time prior to the close
      of
      the Financing Event, to convert the outstanding principal balance and accrued
      and unpaid interest on this Note, or any portion thereof, into the number of
      fully paid and non-assessable shares of Financing Securities issued by the
      Company as a result of the Financing Event, at a conversion price per share
      (the
“ Financing
      Price ”)
      equal
      to eighty percent (80%) of the price paid by the investors in the Financing
      Event. Notwithstanding the foregoing or anything else to the contrary contained
      herein, upon the written consent of the Required Holders, all outstanding
      principal and accrued but unpaid interest under this Note and the other Series
      Notes shall be converted into Financing Securities at the Financing Price.




(b) Optional
      Conversion .
      The
      Holder shall have the right at its option to convert the outstanding principal
      and accrued but unpaid interest underlying this Note, or any portion thereof,
      into the number of fully paid and non-assessable shares of the Company’s common
      stock (“ Common
      Stock ”)
      at a
      conversion price of $0.0725 per share (the “ Conversion
      Price ”).




(c)  No
      Requirement to Issue Fractional Shares .
      The
      Company shall not be required to issue fractional shares of the Financing
      Securities upon the conversion of this Note. If any fractional interest in
      shares of the Company would, except for the provisions of this Section 2, be
      deliverable upon the conversion of any part of this Note, the Company shall
      pay
      the cash value of that fractional share, calculated on the basis of the
      then-effective Financing Price or Conversion Price, as the case may
      be.




3. Events
      of
      Default.




(a) Each
      of
      the following events is hereinafter sometimes referred to as an “Event of
      Default”:







(i) the
      Company makes default in payment of the outstanding principal or accrued but
      unpaid interest hereunder when the same becomes due under any provision hereof;
      or




(ii)  if
      the
      Company makes default in any material respect in observing or performing any
      other covenant or condition of this Note or the Subscription Agreement to which
      Holder is a party and if such default continues for a period of ten (10) days
      after notice in writing has been given to the Company by the Holder specifying
      such default and requiring the Company to rectify the same, unless the Holder
      (having regard to the subject matter of the default) shall have agreed to a
      longer period and, in such event, for the period agreed to by the Holder;
      or




(iii)  any
      representation or warranty of the Company contained in this Note or in the
      Subscription Agreement to which Holder is a party proves to be untrue;
      or




(iv)  if
      the
      Company shall (i) apply for or consent to the appointment of a receiver, trustee
      or custodian of itself or of all or a substantial part of its assets or
      property, (ii) make a general assignment for the benefit of its creditors,
      (iii)
      become insolvent (as such term may be defined or interpreted under any
      applicable statute), (iv) commence a voluntary case or other proceeding seeking
      reorganization or other relief with respect to itself or its debts under any
      bankruptcy, insolvency or other similar law now or hereafter in effect or
      consent to any such relief or to the appointment of or taking possession of
      its
      assets or property by any official in an involuntary case or other proceeding
      commenced against it, or (v) take any action for the purpose of effecting any
      of
      the foregoing; or




(v)  if
      proceedings for the appointment of a receiver, trustee or custodian of the
      Company or of all or a substantial part of the assets or property thereof,
      or an
      involuntary case or other proceedings seeking liquidation, reorganization or
      other relief with respect to the Company or the debts thereof under any
      bankruptcy, insolvency or other similar law now or hereafter in effect shall
      be
      commenced and an order for relief entered or such proceeding shall not be
      dismissed or discharged within sixty (60) days of commencement.




(b)  Acceleration
      on Default .
      If any
      Event of Default has occurred, the Holder may, by written notice to the Company,
      declare the principal amount of this Note then outstanding plus all accrued
      and
      unpaid interest hereunder and any other monies payable hereunder immediately
      due
      and payable to the Holder without presentment, demand, protest or other notice
      of any kind (provided that in the case of any of the Events of Default specified
      in clause (d) or (e) in Section 3 above, without any notice to the
      Company), notwithstanding anything contained herein to the contrary, and the
      Company shall pay forthwith to the Holder the principal amount of this Note
      then
      outstanding plus all accrued and unpaid interest to the date of payment and
      all
      other moneys payable hereunder. Nothing contained in this Section 3(b) shall
      impair the obligation of the Company, which is absolute and unconditional,
      to
      pay to the Holder hereof the principal hereof and interest thereon as and when
      the same becomes due and payable, or shall prevent Holder upon default, from
      exercising all rights, powers and remedies otherwise provided herein or by
      law.




(c)  Other
      Holders .
      If the
      Holder shall make a demand for payment pursuant to the terms hereof, the Company
      shall immediately notify the other Holders and such Holders shall have the
      option at such time to demand payment from the Company (pursuant to the terms
      of
      such Holders’ Series Note) which demand shall relate back to the time of the
      demand made by the Holder of this Note, if applicable. It is intended that
      all
      Holders receive payments or distributions on account of indebtedness due under
      the Series Notes simultaneously, *pari
      passu,* and *pro
      rata* based on
      the outstanding principal amount of the Series Note held by each such Holder.
      In
      the event that any payment or distribution of assets of any kind or character,
      whether in cash, property or securities (excluding any capital stock of the
      Company into which all or any portion of the indebtedness due under this Note
      may be converted pursuant to the terms of this Note) shall be received by any
      Holder of a Series Note and the other Holders shall have made a demand for
      payment under the terms of such Series Note and such Holder shall not
      (i) have already been paid in full (or converted to equity securities of
      the Company in accordance with its terms) or (ii) have simultaneously
      received payment or distribution of a like amount (which is *pro
      rata* based on
      the outstanding principal balances of all outstanding Series Notes for which
      a
      demand has been made), such payment or distribution shall be held by such
      distributee and shall be paid over to all such Holders to give effect to the
      second sentence of this Section 3(c).







4.  Adjustments
      of Conversion Price and Number of Conversion Shares .





(a)  The
      number and kind of securities purchasable upon the conversion of this Note
      and
      the Conversion Price shall be subject to adjustment from time to time upon
      the
      happening of any of the following: in case the Company shall (i) pay a dividend
      in shares of Common Stock or make a distribution in shares of Common Stock
      to
      holders of its outstanding Common Stock; (ii) subdivide its outstanding shares
      of Common Stock into a greater number of shares; (iii) combine its outstanding
      shares of Common Stock into a smaller number of shares of Common Stock; or
      (iv)
      issue any shares of its capital stock in a reclassification of the Common Stock,
      then the number of shares of Common Stock issuable upon conversion of this
      Note
      immediately prior thereto (the “ Conversion
      Shares ”)
      shall
      be adjusted so that the Holder shall be entitled to receive the kind and number
      of Conversion Shares or other securities of the Company which it would have
      owned or have been entitled to receive had such Note been converted in advance
      thereof. Upon each such adjustment of the kind and number of Conversion Shares
      or other securities of the Company which are issuable hereunder, the Holder
      shall thereafter be entitled to receive the number of Conversion Shares or
      other
      securities resulting from such adjustment at a Conversion Price per Conversion
      Share or other security obtained by multiplying the Conversion Price in effect
      immediately prior to such adjustment by the number of Conversion Shares issuable
      pursuant hereto immediately prior to such adjustment and dividing by the number
      of Conversion Shares or other securities of the Company that are issuable
      pursuant hereto immediately after such adjustment. An adjustment made pursuant
      to this paragraph shall become effective immediately after the effective date
      of
      such event retroactive to the record date, if any, for such event.





(b)  In
      the
      event that on or subsequent to the Closing Date, the Company issues or sells
      any
      Common Stock, any convertible securities, or any warrants or other rights to
      subscribe for or to purchase or any options for the purchase of its Common
      Stock
      or any such convertible securities (other than (i) shares which are issued
      pursuant to the Securities, (ii)
      shares of Common Stock or options to purchase such shares issued to employees,
      consultants, officers or directors in accordance with stock plans approved
      by
      the Company’s Board of Directors, and shares of Common Stock issuable under
      options or warrants that are outstanding as of the date hereof, or (iii) shares
      of Common Stock issued pursuant to a stock dividend, split or other similar
      transaction) at
      an
      effective price per share which is less than the then applicable Conversion
      Price (such conversion price per share, the “ Adjusted
      Conversion Price ”),
      then
      the Conversion Price in effect immediately prior to such issue or sale shall
      be
      reduced effective concurrently with such issue or sale to an amount equal to
      the
      Adjusted Conversion Price.









5. Miscellaneous.




(a)  Notice .
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Subscription
      Agreement.




(b)  Costs
      and Expenses .
      The
      Company shall pay to the Holder upon demand all costs, charges and expenses
      (including legal fees) of or reasonably incurred by the Holder in connection
      with the recovery or enforcement of payment of any of the monies owing
      hereunder.




(c)  Waiver
      and Amendment .
      Any
      provision of this Note may be amended, waived or modified upon the written
      consent of the Company and the Required Holders. Any such waiver shall be
      effective only in the specific instance.




(d)  Compliance
      with Securities Laws; Transfer .
      By
      acceptance of this Note, the Holder acknowledges, represents and warrants to
      the
      Company that (a) it is acquiring this Note (and the shares of the Financing
      Securities or the Common Stock issuable upon conversion of this Note, and the
      securities issuable, directly or indirectly, upon conversion of the Financing
      Securities, if any; collectively referred to as the “ Securities ”)
      for
      investment for such Holder’s own account, and not as a nominee or agent, and not
      with a view to the resale or distribution of any part hereof; and Holder has
      not
      been organized for the purpose of acquiring this Note or any of the other
      Securities (or if Holder was organized for the purpose of acquiring this Note
      or
      any of the other Securities, all of its equity owners are accredited investors
      within the meaning of Rule 501(a) of Regulation D of the Securities Act of
      1933,
      as amended); (b) Holder is an “accredited investor” within the meaning of
      Rule 501(a) of Regulation D of the Securities Act of 1933, as amended
      (the “ Securities
      Act ”),
      as
      presently in effect; and (c) Holder is
      a
      resident of, or has a principal place of business in, the State indicated in
      the
      address for the Holder set forth in the Subscription Agreement to which Holder
      is a party. Subject
      to compliance with the provisions of the Securities Act, and of all applicable
      state securities laws and regulations, this Note may be transferred only upon
      surrender of the original Note for registration of transfer, duly endorsed,
      or
      accompanied by a duly executed written instrument of transfer. Thereupon, a
      new
      Note for like principal amount and interest will be issued to, and registered
      in
      the name of, the transferee.




(e)  Lost,
      Stolen, Damaged and Destroyed Notes .
      At the
      request of the Holder, the Company will issue, at the Company’s expense, in
      replacement of this Note if lost, stolen, damaged or destroyed, upon surrender
      of the mutilated portions hereof, if any, a new Note of the same denomination,
      of the same unpaid principal amount and otherwise of the same tenor as, the
      Note
      so lost, stolen, damaged or destroyed. The Company may condition the replacement
      of this Note reported by the Holder as lost, stolen, damaged or destroyed,
      upon
      the receipt from such Holder of an affidavit of lost security and
      indemnification reasonably acceptable to the Company.




(f)  Business
      Day .
      Whenever any payment hereunder shall be stated to be due, or whenever any other
      date specified hereunder would otherwise occur, on a day other than a Business
      Day (as defined below), then such payment shall be made or such other date
      shall
      occur, on the next succeeding Business Day, and such extension of time shall
      in
      such case be included in the computation of payment of interest hereunder.
      As
      used herein, “ Business
      Day ”
means
      a
      day (i) other than Saturday or Sunday, and (ii) on which commercial
      banks are otherwise open for business in New York, New York.




(g)  Governing
      Law .
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York without regard to the principles of conflict of laws.












(h)  Security
      Interest .




(i)  Creation
      of Security Interest .
      In
      order to secure the payment of the principal and interest and all other
      obligations of the Company hereunder now or hereafter owed by the Company to
      Holder (the “ Secured
      Obligations ”),
      the
      Company hereby grants to Holder (or its designee) (the “ Secured
      Party ”)
      a
      first priority security interest in all of the Company’s assets (including
      after-acquired assets, all receivables, intellectual property and the stock
      in
      its subsidiaries (collectively, the “ Collateral ”)
      on the
      terms and conditions set forth in this Note and the other transaction
      documents.




(ii)  Uniform
      Commercial Code Security Agreement .
      This
      Section is intended to be a security agreement pursuant to the Uniform
      Commercial Code for any of the items specified above as part of the Collateral
      which, under applicable law, may be subject to a security interest pursuant
      to
      the Uniform Commercial Code, and the Company hereby grants Holder a security
      interest in said items. The Company agrees that Holder may file any appropriate
      document in the appropriate index or filing office as a financing statement
      for
      any of the items specified above as part of the Collateral. In addition, the
      Company agrees to execute and deliver to the Holder, upon the Holder’s request,
      any financing statements, as well as extensions, renewals and amendments
      thereof, and reproductions of this Note in such form as the Holder may
      reasonably require to perfect a security interest with respect to said items.
      The Company shall pay all costs of filing such financing statements in all
      jurisdictions requested by Holder including the costs of any extensions,
      renewals, amendments, and releases thereof, and shall pay all reasonable costs
      and expenses of any record searches for financing statements Holder may
      reasonably require. Without the prior written consent of Holder, the Company
      shall not create or suffer to be created pursuant to the Uniform Commercial
      Code
      any other security interest in the Collateral, other than the security interests
      of Secured Party, including replacements and additions thereto. Upon the
      occurrence of an Event of Default, the Secured Party shall have the remedies
      of
      a payee under the Uniform Commercial Code and, at Secured Party's option, may
      also invoke the other remedies provided in this Note as to such items. In
      exercising any of said remedies, Secured Party may proceed against Collateral
      without in any way affecting the availability of Secured Party's remedies under
      the Uniform Commercial Code or of the other remedies provided in this
      Note.





(i)  Exclusivity
      and Waiver of Rights .
      No
      failure to exercise and no delay in exercising on the part of any party, any
      right, power or privilege hereunder shall operate as a waiver thereof, nor
      shall
      any single or partial exercise of any right, power or privilege preclude any
      other right, power or privilege. The rights and remedies herein provided are
      cumulative and are not exclusive of any other rights or remedies provided by
      law.




(j)  Invalidity .
      Any
      term or provision of this Note shall be ineffective to the extent it is declared
      invalid or unenforceable, without rendering invalid or enforceable the remaining
      terms and provisions of this Note.




(k)  Headings .
      Headings used in this Note are inserted for convenience only and shall not
      affect the meaning of any term or provision of this Note.




(l)  Assignment .
      This
      Note and the rights and obligations hereunder shall not be assignable or
      transferable by the Company without the prior written consent of the Holder.







(m)  CONSENT
      TO JURISDICTION .
      THE
      CORPORATION AND HOLDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO
      THE
      EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
      OF
      NEW YORK, BOROUGH OF MANHATTAN. THE CORPORATION AND HOLDER EACH AGREE THAT
      ALL
      ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE
      TRANSACTIONS CONTEMPLATED HEREBY MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH
      STATE
      OR FEDERAL COURT THAT SITS IN EITHER THE CITY OF NEW YORK, BOROUGH OF MANHATTAN,
      AND ACCORDINGLY, THE CORPORATION AND HOLDER EACH IRREVOCABLY WAIVE ANY OBJECTION
      WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
      LITIGATION IN ANY SUCH COURT.




(n)  Entire
      Agreement .
      This
      Note, the other Series Notes, the Subscription Agreements, the Investor
      Questionnaire and the Warrants issued to the Holders exercisable for shares
      of
      the Company’s Common Stock (collectively, the “ Financing
      Documents ”)
      are
      intended by the Company and the Holders to be the final expression of their
      agreement and intended to be a complete and exclusive statement of the agreement
      and understanding of the parties hereto and thereto in respect of the subject
      matter hereof and thereof. There are no restrictions, promises, warranties
      or
      undertakings, other than those set forth or referred to herein or therein.
      The
      Financing Documents supersede all prior agreements and understandings between
      the parties with respect to such subject matter.




[The
      remainder of this page is intentionally left blank.]

















IN
      WITNESS WHEREOF, the Company has caused this Note to be signed by its duly
      authorized officer as of the ___ day of December, 2006.




**TASKER
              PRODUCTS CORP.**By:Name:




**Title:** **Form
      of Secured Convertible Bridge Note**




**THIS
      NOTE AND THE SECURITIES ISSUABLE ON THE CONVERSION HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS (COLLECTIVELY, THE “ACTS”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED, ASSIGNED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACTS OR
      UNLESS SUCH REGISTRATION IS NOT REQUIRED.**




**TASKER
      PRODUCTS CORP.**




**SECURED
      CONVERTIBLE PROMISSORY NOTE**




December
      __, 2006




(the
      “ Issuance
      Date ”)




$__________
            
            No. __




FOR
      VALUE
      RECEIVED, Tasker Products Corp., a Nevada corporation (the “ Company ”),
      hereby promises to pay to ____________________ or its registered assign (the
      “ Holder ”)
      upon
      the earlier of (i) June __, 2007, and (ii) an Event of Default (as defined
      below), the principal sum of _______________________________ Dollars and No
      Cents ($__________) together with interest thereon calculated from the Issuance
      Date (“ Interest
      Commencement Date ”)
      in
      lawful money of the United States on presentation and surrender of this Note
      to
      the Company, plus interest as set forth in Section 1 below accrued on such
      unpaid principal amount from time to time outstanding until paid. This Secured
      Convertible Promissory Note (this “ Note ”)
      is one
      of a series of Secured Convertible Promissory Notes containing substantially
      identical terms and conditions issued by the Company pursuant to certain
      Subscription Agreements (the “ Subscription
      Agreements ”;
      and
      such offering, the “ Offering ”)
      on the
      date hereof and as may be hereinafter issued in the aggregate amount of up
      to
      $4,400,000 in connection with the Offering. Such notes are referred to herein,
      collectively, as the “ Series
      Notes ,”
the
      holders thereof are referred to herein as the “ Holders ”
and
      the
      Holders of a majority in principal amount of then outstanding Series Notes
      are
      referred to herein as the “ Required
      Holders .”
This
      Note is subject to the following terms and conditions.




1.  Interest;
      Payments. (a) Interest shall accrue at a rate equal to ten percent (10%) per
      annum (the “Interest Rate”) beginning on the Interest Commencement Date on the
      unpaid principal amount of this Note and shall be payable quarterly in cash
      thereafter; provided, that so long as any Event of Default has occurred and
      is
      continuing, interest shall be deemed to accrue, to the extent permitted by
      law,
      at the lesser of 18% per annum or the maximum amount permitted by applicable
      law, retroactive to the Interest Commencement Date on the unpaid principal
      amount of this Note outstanding from time to time through the date on which
      such
      Event of Default ceases to exist. Interest shall be computed on the basis of
      the
      actual number of days elapsed and a 360-day year.







(b)  Highest
      Lawful Rate. Anything herein to the contrary notwithstanding, if during any
      period for which interest is computed hereunder, the amount of interest computed
      on the basis provided for in this Note, together with all fees, charges and
      other payments which are treated as interest under applicable law, as provided
      for herein or in any other document executed in connection herewith, would
      exceed the amount of such interest computed on the basis of the Highest Lawful
      Rate (as defined herein), the Company shall not be obligated to pay, and the
      Holder shall not be entitled to charge, collect, receive, reserve or take,
      interest in excess of the Highest Lawful Rate, and during any such period the
      interest payable hereunder shall be computed on the basis of the Highest Lawful
      Rate. As used herein, “Highest Lawful Rate” means the maximum non-usurious rate
      of interest, as in effect from time to time, which may be charged, contracted
      for, reserved, received or collected by the Holder in connection with this
      Note
      under applicable law.




(c)  Payment.
      All payments shall be made in lawful money of the United States of America
      at
      such place as the Holder hereof may from time to time designate in writing
      to
      the Company. Payment shall be credited first to the accrued and unpaid interest
      then due and payable and the remainder applied to the principal. The Company
      may
      not prepay the outstanding principal amount of this Note, or any accrued
      interest thereon, in whole or in part, without the consent of the Required
      Holders; provided, however, that any prepayment may only be made if a
      simultaneous prepayment on the same *pro
      rata* basis
      (based on the outstanding principal balances of all outstanding Series Notes)
      is
      made on all other Series Notes.




2. Conversion;
      No Fractional Shares .




(a) Conversion
      Upon Financing Event .
      If all
      or any of the principal and accrued but unpaid interest underlying this Note
      remains outstanding prior to the next sale by the Company of its debt or equity
      securities (the “ Financing
      Securities ”)
      which
      yields gross proceeds to the Company of at least $10,000,000 (including new money received by the Company in connection with such financing
      and the principal amount of all converted Notes) (a “ Financing
      Event ”),
      the
      Holder shall have the right, at its option, at any time prior to the close
      of
      the Financing Event, to convert the outstanding principal balance and accrued
      and unpaid interest on this Note, or any portion thereof, into the number of
      fully paid and non-assessable shares of Financing Securities issued by the
      Company as a result of the Financing Event, at a conversion price per share
      (the
“ Financing
      Price ”)
      equal
      to eighty percent (80%) of the price paid by the investors in the Financing
      Event. Notwithstanding the foregoing or anything else to the contrary contained
      herein, upon the written consent of the Required Holders, all outstanding
      principal and accrued but unpaid interest under this Note and the other Series
      Notes shall be converted into Financing Securities at the Financing Price.




(b) Optional
      Conversion .
      The
      Holder shall have the right at its option to convert the outstanding principal
      and accrued but unpaid interest underlying this Note, or any portion thereof,
      into the number of fully paid and non-assessable shares of the Company’s common
      stock (“ Common
      Stock ”)
      at a
      conversion price of $0.0725 per share (the “ Conversion
      Price ”).




(c)  No
      Requirement to Issue Fractional Shares .
      The
      Company shall not be required to issue fractional shares of the Financing
      Securities upon the conversion of this Note. If any fractional interest in
      shares of the Company would, except for the provisions of this Section 2, be
      deliverable upon the conversion of any part of this Note, the Company shall
      pay
      the cash value of that fractional share, calculated on the basis of the
      then-effective Financing Price or Conversion Price, as the case may
      be.







3. Events
      of
      Default.




(a)  Each
      of
      the following events is hereinafter sometimes referred to as an “Event of
      Default”:




(i)  the
      Company makes default in payment of the outstanding principal or accrued but
      unpaid interest hereunder when the same becomes due under any provision hereof;
      or




(ii)  if
      the
      Company makes default in any material respect in observing or performing any
      other covenant or condition of this Note or the Subscription Agreement to which
      Holder is a party and if such default continues for a period of ten (10) days
      after notice in writing has been given to the Company by the Holder specifying
      such default and requiring the Company to rectify the same, unless the Holder
      (having regard to the subject matter of the default) shall have agreed to a
      longer period and, in such event, for the period agreed to by the Holder;
      or




(iii)  any
      representation or warranty of the Company contained in this Note or in the
      Subscription Agreement to which Holder is a party proves to be untrue;
      or




(iv)  if
      the
      Company shall (i) apply for or consent to the appointment of a receiver, trustee
      or custodian of itself or of all or a substantial part of its assets or
      property, (ii) make a general assignment for the benefit of its creditors,
      (iii)
      become insolvent (as such term may be defined or interpreted under any
      applicable statute), (iv) commence a voluntary case or other proceeding seeking
      reorganization or other relief with respect to itself or its debts under any
      bankruptcy, insolvency or other similar law now or hereafter in effect or
      consent to any such relief or to the appointment of or taking possession of
      its
      assets or property by any official in an involuntary case or other proceeding
      commenced against it, or (v) take any action for the purpose of effecting any
      of
      the foregoing; or




(v)  if
      proceedings for the appointment of a receiver, trustee or custodian of the
      Company or of all or a substantial part of the assets or property thereof,
      or an
      involuntary case or other proceedings seeking liquidation, reorganization or
      other relief with respect to the Company or the debts thereof under any
      bankruptcy, insolvency or other similar law now or hereafter in effect shall
      be
      commenced and an order for relief entered or such proceeding shall not be
      dismissed or discharged within sixty (60) days of commencement.




(b)  Acceleration
      on Default .
      If any
      Event of Default has occurred, the Holder may, by written notice to the Company,
      declare the principal amount of this Note then outstanding plus all accrued
      and
      unpaid interest hereunder and any other monies payable hereunder immediately
      due
      and payable to the Holder without presentment, demand, protest or other notice
      of any kind (provided that in the case of any of the Events of Default specified
      in clause (d) or (e) in Section 3 above, without any notice to the
      Company), notwithstanding anything contained herein to the contrary, and the
      Company shall pay forthwith to the Holder the principal amount of this Note
      then
      outstanding plus all accrued and unpaid interest to the date of payment and
      all
      other moneys payable hereunder. Nothing contained in this Section 3(b) shall
      impair the obligation of the Company, which is absolute and unconditional,
      to
      pay to the Holder hereof the principal hereof and interest thereon as and when
      the same becomes due and payable, or shall prevent Holder upon default, from
      exercising all rights, powers and remedies otherwise provided herein or by
      law.







(c)  Other
      Holders .
      If the
      Holder shall make a demand for payment pursuant to the terms hereof, the Company
      shall immediately notify the other Holders and such Holders shall have the
      option at such time to demand payment from the Company (pursuant to the terms
      of
      such Holders’ Series Note) which demand shall relate back to the time of the
      demand made by the Holder of this Note, if applicable. It is intended that
      all
      Holders receive payments or distributions on account of indebtedness due under
      the Series Notes simultaneously, *pari
      passu,* and *pro
      rata* based on
      the outstanding principal amount of the Series Note held by each such Holder.
      In
      the event that any payment or distribution of assets of any kind or character,
      whether in cash, property or securities (excluding any capital stock of the
      Company into which all or any portion of the indebtedness due under this Note
      may be converted pursuant to the terms of this Note) shall be received by any
      Holder of a Series Note and the other Holders shall have made a demand for
      payment under the terms of such Series Note and such Holder shall not
      (i) have already been paid in full (or converted to equity securities of
      the Company in accordance with its terms) or (ii) have simultaneously
      received payment or distribution of a like amount (which is *pro
      rata* based on
      the outstanding principal balances of all outstanding Series Notes for which
      a
      demand has been made), such payment or distribution shall be held by such
      distributee and shall be paid over to all such Holders to give effect to the
      second sentence of this Section 3(c).




4. Adjustments
      of Conversion Price and Number of Conversion Shares .





(a)  The
      number and kind of securities purchasable upon the conversion of this Note
      and
      the Conversion Price shall be subject to adjustment from time to time upon
      the
      happening of any of the following: in case the Company shall (i) pay a dividend
      in shares of Common Stock or make a distribution in shares of Common Stock
      to
      holders of its outstanding Common Stock; (ii) subdivide its outstanding shares
      of Common Stock into a greater number of shares; (iii) combine its outstanding
      shares of Common Stock into a smaller number of shares of Common Stock; or
      (iv)
      issue any shares of its capital stock in a reclassification of the Common Stock,
      then the number of shares of Common Stock issuable upon conversion of this
      Note
      immediately prior thereto (the “ Conversion
      Shares ”)
      shall
      be adjusted so that the Holder shall be entitled to receive the kind and number
      of Conversion Shares or other securities of the Company which it would have
      owned or have been entitled to receive had such Note been converted in advance
      thereof. Upon each such adjustment of the kind and number of Conversion Shares
      or other securities of the Company which are issuable hereunder, the Holder
      shall thereafter be entitled to receive the number of Conversion Shares or
      other
      securities resulting from such adjustment at a Conversion Price per Conversion
      Share or other security obtained by multiplying the Conversion Price in effect
      immediately prior to such adjustment by the number of Conversion Shares issuable
      pursuant hereto immediately prior to such adjustment and dividing by the number
      of Conversion Shares or other securities of the Company that are issuable
      pursuant hereto immediately after such adjustment. An adjustment made pursuant
      to this paragraph shall become effective immediately after the effective date
      of
      such event retroactive to the record date, if any, for such event.





(b)  In
      the
      event that on or subsequent to the Closing Date, the Company issues or sells
      any
      Common Stock, any convertible securities, or any warrants or other rights to
      subscribe for or to purchase or any options for the purchase of its Common
      Stock
      or any such convertible securities (other than (i) shares which are issued
      pursuant to the Securities, (ii)
      shares of Common Stock or options to purchase such shares issued to employees,
      consultants, officers or directors in accordance with stock plans approved
      by
      the Company’s Board of Directors, and shares of Common Stock issuable under
      options or warrants that are outstanding as of the date hereof, or (iii) shares
      of Common Stock issued pursuant to a stock dividend, split or other similar
      transaction) at
      an
      effective price per share which is less than the then applicable Conversion
      Price (such conversion price per share, the “ Adjusted
      Conversion Price ”),
      then
      the Conversion Price in effect immediately prior to such issue or sale shall
      be
      reduced effective concurrently with such issue or sale to an amount equal to
      the
      Adjusted Conversion Price.







5.  Miscellaneous.




(a)  Notice .
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Subscription
      Agreement.




(b)  Costs
      and Expenses .
      The
      Company shall pay to the Holder upon demand all costs, charges and expenses
      (including legal fees) of or reasonably incurred by the Holder in connection
      with the recovery or enforcement of payment of any of the monies owing
      hereunder.




(c)  Waiver
      and Amendment .
      Any
      provision of this Note may be amended, waived or modified upon the written
      consent of the Company and the Required Holders. Any such waiver shall be
      effective only in the specific instance.




(d)  Compliance
      with Securities Laws; Transfer .
      By
      acceptance of this Note, the Holder acknowledges, represents and warrants to
      the
      Company that (a) it is acquiring this Note (and the shares of the Financing
      Securities or the Common Stock issuable upon conversion of this Note, and the
      securities issuable, directly or indirectly, upon conversion of the Financing
      Securities, if any; collectively referred to as the “ Securities ”)
      for
      investment for such Holder’s own account, and not as a nominee or agent, and not
      with a view to the resale or distribution of any part hereof; and Holder has
      not
      been organized for the purpose of acquiring this Note or any of the other
      Securities (or if Holder was organized for the purpose of acquiring this Note
      or
      any of the other Securities, all of its equity owners are accredited investors
      within the meaning of Rule 501(a) of Regulation D of the Securities Act of
      1933,
      as amended); (b) Holder is an “accredited investor” within the meaning of
      Rule 501(a) of Regulation D of the Securities Act of 1933, as amended
      (the “ Securities
      Act ”),
      as
      presently in effect; and (c) Holder is
      a
      resident of, or has a principal place of business in, the State indicated in
      the
      address for the Holder set forth in the Subscription Agreement to which Holder
      is a party. Subject
      to compliance with the provisions of the Securities Act, and of all applicable
      state securities laws and regulations, this Note may be transferred only upon
      surrender of the original Note for registration of transfer, duly endorsed,
      or
      accompanied by a duly executed written instrument of transfer. Thereupon, a
      new
      Note for like principal amount and interest will be issued to, and registered
      in
      the name of, the transferee.




(e)  Lost,
      Stolen, Damaged and Destroyed Notes .
      At the
      request of the Holder, the Company will issue, at the Company’s expense, in
      replacement of this Note if lost, stolen, damaged or destroyed, upon surrender
      of the mutilated portions hereof, if any, a new Note of the same denomination,
      of the same unpaid principal amount and otherwise of the same tenor as, the
      Note
      so lost, stolen, damaged or destroyed. The Company may condition the replacement
      of this Note reported by the Holder as lost, stolen, damaged or destroyed,
      upon
      the receipt from such Holder of an affidavit of lost security and
      indemnification reasonably acceptable to the Company.




(f)  Business
      Day .
      Whenever any payment hereunder shall be stated to be due, or whenever any other
      date specified hereunder would otherwise occur, on a day other than a Business
      Day (as defined below), then such payment shall be made or such other date
      shall
      occur, on the next succeeding Business Day, and such extension of time shall
      in
      such case be included in the computation of payment of interest hereunder.
      As
      used herein, “ Business
      Day ”
means
      a
      day (i) other than Saturday or Sunday, and (ii) on which commercial
      banks are otherwise open for business in New York, New York.




(g)  Governing
      Law .
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York without regard to the principles of conflict of laws.












(h)  Security
      Interest .




(i)  Creation
      of Security Interest .
      In
      order to secure the payment of the principal and interest and all other
      obligations of the Company hereunder now or hereafter owed by the Company to
      Holder (the “ Secured
      Obligations ”),
      the
      Company hereby grants to Holder (or its designee) (the “ Secured
      Party ”)
      a
      first priority security interest in all of the Company’s assets (including
      after-acquired assets, all receivables, intellectual property and the stock
      in
      its subsidiaries (collectively, the “ Collateral ”)
      on the
      terms and conditions set forth in this Note and the other transaction
      documents.




(ii)  Uniform
      Commercial Code Security Agreement .
      This
      Section is intended to be a security agreement pursuant to the Uniform
      Commercial Code for any of the items specified above as part of the Collateral
      which, under applicable law, may be subject to a security interest pursuant
      to
      the Uniform Commercial Code, and the Company hereby grants Holder a security
      interest in said items. The Company agrees that Holder may file any appropriate
      document in the appropriate index or filing office as a financing statement
      for
      any of the items specified above as part of the Collateral. In addition, the
      Company agrees to execute and deliver to the Holder, upon the Holder’s request,
      any financing statements, as well as extensions, renewals and amendments
      thereof, and reproductions of this Note in such form as the Holder may
      reasonably require to perfect a security interest with respect to said items.
      The Company shall pay all costs of filing such financing statements in all
      jurisdictions requested by Holder including the costs of any extensions,
      renewals, amendments, and releases thereof, and shall pay all reasonable costs
      and expenses of any record searches for financing statements Holder may
      reasonably require. Without the prior written consent of Holder, the Company
      shall not create or suffer to be created pursuant to the Uniform Commercial
      Code
      any other security interest in the Collateral, other than the security interests
      of Secured Party, including replacements and additions thereto. Upon the
      occurrence of an Event of Default, the Secured Party shall have the remedies
      of
      a payee under the Uniform Commercial Code and, at Secured Party's option, may
      also invoke the other remedies provided in this Note as to such items. In
      exercising any of said remedies, Secured Party may proceed against Collateral
      without in any way affecting the availability of Secured Party's remedies under
      the Uniform Commercial Code or of the other remedies provided in this
      Note.





(i)  Exclusivity
      and Waiver of Rights .
      No
      failure to exercise and no delay in exercising on the part of any party, any
      right, power or privilege hereunder shall operate as a waiver thereof, nor
      shall
      any single or partial exercise of any right, power or privilege preclude any
      other right, power or privilege. The rights and remedies herein provided are
      cumulative and are not exclusive of any other rights or remedies provided by
      law.




(j)  Invalidity .
      Any
      term or provision of this Note shall be ineffective to the extent it is declared
      invalid or unenforceable, without rendering invalid or enforceable the remaining
      terms and provisions of this Note.




(k)  Headings .
      Headings used in this Note are inserted for convenience only and shall not
      affect the meaning of any term or provision of this Note.




(l)  Assignment .
      This
      Note and the rights and obligations hereunder shall not be assignable or
      transferable by the Company without the prior written consent of the Holder.







(m)  CONSENT
      TO JURISDICTION .
      THE
      CORPORATION AND HOLDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO
      THE
      EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
      OF
      NEW YORK, BOROUGH OF MANHATTAN. THE CORPORATION AND HOLDER EACH AGREE THAT
      ALL
      ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE
      TRANSACTIONS CONTEMPLATED HEREBY MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH
      STATE
      OR FEDERAL COURT THAT SITS IN EITHER THE CITY OF NEW YORK, BOROUGH OF MANHATTAN,
      AND ACCORDINGLY, THE CORPORATION AND HOLDER EACH IRREVOCABLY WAIVE ANY OBJECTION
      WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
      LITIGATION IN ANY SUCH COURT.




(n)  Entire
      Agreement .
      This
      Note, the other Series Notes, the Subscription Agreements, the Investor
      Questionnaire and the Warrants issued to the Holders exercisable for shares
      of
      the Company’s Common Stock (collectively, the “ Financing
      Documents ”)
      are
      intended by the Company and the Holders to be the final expression of their
      agreement and intended to be a complete and exclusive statement of the agreement
      and understanding of the parties hereto and thereto in respect of the subject
      matter hereof and thereof. There are no restrictions, promises, warranties
      or
      undertakings, other than those set forth or referred to herein or therein.
      The
      Financing Documents supersede all prior agreements and understandings between
      the parties with respect to such subject matter.




[The
      remainder of this page is intentionally left blank.]














IN
      WITNESS WHEREOF, the Company has caused this Note to be signed by its duly
      authorized officer as of the ___ day of December, 2006.




**TASKER
              PRODUCTS CORP.**By:Name:Title:












**ANNEX
      A**




CONVERSION
      FORM




TO:
      Tasker Products Corp.




The
      undersigned holder of the within Note hereby irrevocably elects to convert
      such
      Note (or $  of the
      principal amount thereof * )
      into
      Common Stock of Tasker Products Corp. (the “ Company ”)
      in
      accordance with the terms of such Note and directs that the Common Stock
      issuable and deliverable upon the conversion be issued and delivered to the
      undersigned.




The
      undersigned acknowledges, represents and warrants to the Company that (a) it
      is
      acquiring the Common Stock (and the other securities issuable, directly or
      indirectly, if any, upon the conversion thereof) for investment for the
      undersigned’s own account, and not as a nominee or agent, and not with a view to
      the resale or distribution of any part hereof; and the undersigned has not
      been
      organized for the purpose of acquiring the Common Stock (and the other
      securities issuable, directly or indirectly, if any, upon the conversion
      thereof); (b) it is an “accredited investor” within the meaning of
      Rule 501(a) of Regulation D of the Securities Act of 1933, as amended,
      as presently in effect; and (c) it is
      a
      resident of, or has a principal place of business in, the State at the address
      set forth below:









DATED:




[Print
      name of entity if applicable]




____________________________




By:__________________________




Name:




Title:




Address:






* If less
        than the full principal amount of the Note is to be converted, indicate in
        the
        space provided the principal amount to be
        converted.