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

                                    RECITALS:

         WHEREAS, the Executive wishes to become an employee of TASKER as its
Vice President, Food Technology; 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 November 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 October 31, 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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<PAGE>

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, Food Technology 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 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 twenty thousand
                  dollars (US $120,000.00) 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 one hundred fifty thousand dollars (US $150,000.00) 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 twenty thousand dollars (US $120,000.00), 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 one
                  hundred fifty thousand dollars (US $150,000.00) 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.



                                       5
<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   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, each option at an exercise price of twenty-five
                  cents (US $ .25) per share of common stock. Such options shall
                  vest and be exercisable pursuant to the Notice of Grant dated
                  November 1, 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.

            4.4   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.



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<PAGE>

                  (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.

                  (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.



                                       7
<PAGE>

                  (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 five hundred thousand dollars (US
                        $500,000.00). 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)   Disability Insurance. Within sixty (60) days of this
                        Agreement, TASKER shall purchase at it cost and maintain
                        in effect thereafter during the term of this Agreement
                        disability insurance for Executive. TASKER shall cause
                        the disability insurance policy to contain provisions
                        stating that, upon Executive's disability and after
                        customary waiting periods, the policy shall pay the
                        Executive sixty percent (60 %) of his full Base
                        Compensation during the term of Executive's disability,
                        not to exceed six months.

                  (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 similar in quality
                        to that of other senior level Executives.

                  (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 his
                        private residential phone. 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.


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<PAGE>

                  (j)   Office and Support Staff. During the term of this
                        Agreement, Executive shall be entitled to an office and
                        to secretarial and other 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.

                  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



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                                   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.

                              (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



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<PAGE>

                              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.

                              (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.



                                       13
<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.



                  (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



                                       14
<PAGE>

                        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 five (5) times the Executive's
                              then 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 flowing 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
                              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



                                       15
<PAGE>

                              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.

                        (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



                                       16
<PAGE>

                              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.

         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.

            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 (i)
                  indicates that this Employment Agreement is being terminated
                  on the basis of Change in Control, and, (ii) sets forth in
                  reasonable detail the facts and circumstances claimed to
                  provide a basis for such termination.



                                       17
<PAGE>

            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.

                  (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.



                                       18
<PAGE>

                  (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;

                        (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



                                       19
<PAGE>

                              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.

            6.3   COMPENSATION UPON TERMINATION BASED UPON CHANGE IN
                  CONTROL-PAYMENT OF EXCISE TAXES.

                  If a termination occurs 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, and, with regard to Section 4.3 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 1, 2004
                  attached hereto as "Exhibit A" and at the time Executive
                  exercises such options, TASKER shall cause such stock options
                  to 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


                                       20
<PAGE>

                  Additional Amount, the highest marginal rates of federal and
                  applicable state and local income taxes applicable to
                  individuals and in effect for the 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.

         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.



                                       21
<PAGE>

         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:

                           Dennis Smithyman
                           1 Old Gate Lane
                           Farmington, CT 06032

            B. If to TASKER, then to:

                           Tasker Capital Corp.
                           100 Mill Plain Road
                           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, Food
Technology 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.

         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.



                                       22
<PAGE>

         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 New York. Venue for any action or suit brought hereunder or in
connection herewith, or relating hereto, shall lie with the Courts in and for
New York, New York.

         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.


                                      *****


                     BALANCE OF PAGE LEFT INTENTIONAL BLANK



                                       23
<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)



                                       24
<PAGE>

                                    EXHIBIT A

                                 NOTICE OF GRANT



                                       25