Exhibit
10.1


TERMINATION AGREEMENT


THIS TERMINATION
AGREEMENT (the “Agreement”)
is dated as of August 1, 2006 and is made by and between TASKER PRODUCTS CORP.,
f/k/a TASKER CAPITAL CORP., a Nevada corporation (the “Company”),
and JAMES BURNS (“Employee”).


WHEREAS, pursuant to that
certain Executive Employment Agreement between the Employee and the Company
dated as of January 1, 2005 (the “Employment Agreement”),
the Company is terminating Employee’s employment relationship with the Company
for cause, and to settle and resolve all issues arising from or related to such
relationship and the termination thereof.


NOW THEREFORE, in
consideration of the mutual promises made herein, the Company and Employee
(collectively referred to as the “Parties”)
hereby agree as follows:


1.             Termination.  The Company hereby terminates the Employee’s
employment with the Company as Vice President of Business Development and the
Employee hereby resigns and withdraws from all other positions (as an employee,
officer, director or board committee member or otherwise) of the Company and of
any subsidiary or affiliate of the Company (together with the Company the “Company Entities”), effective as of the open of business on
July 11, 2006 (the “Effective Date”).  The Employee agrees that he has received all
compensation owed to him in respect thereof (including under the Employment
Agreement), except for payment of his base salary through the date hereof, and
that upon receipt of such payment he has no continuing right to receive any
benefits, including severance or a year-end bonus, from any of the Company
Entities following or in respect of such termination, except as specifically
provided for herein.


2.             Severance. In consideration
of Employee’s termination, the Company hereby agrees to pay to the Employee,
and as severance compensation, the monetary equivalent of forty-seven vacation
days (the “Severance Compensation”), for the
remainder of the month of July 2006 only (the “Severance
Period”). The Severance Compensation shall be paid in accordance
with the Company’s normal payroll practices. 
The Employee shall also be entitled to retain his stock options which
have vested as of July 11, 2006. 
Vacation paid starting August 1, 2006.


3.             Benefits. The Employee will
have the right to medical insurance under the Company’s plan until August 31,
2006.  After that date, the Employee will
have the right to elect continuation of medical benefits under and subject to
the provisions of COBRA.  The Employee
will be responsible for the payment when due of all COBRA premiums.  The Employee shall not be entitled to receive
any other benefits of the Company from and after the Effective Date.


4.             Return of Company Property.  Employee represents and warrants that he will
return to the Company or, at the Company’s option, confirm that he has
destroyed, in each case, no later than July 14, 2006, all property of the
Company, including all equipment, all corporate credit cards issued in Employee’s
or the Company’s name, all keys to offices of the Company and all memoranda,
records and other documents, papers or electronic media relating to the Company
(including without limitation all account information such as contact names,
addresses, numbers and other information regarding customers and potential
customers), and all copies thereof including such items stored in computer
memories, prepared by or made available to










 



 


Employee during employment with the Company.  Notwithstanding the previous sentence, the
Employee is entitled to retain his laptop computer, his cell phone, and his
blackberry, provided that he temporarily gives the Company the opportunity and
access to erase all materials on the laptop computer and on the
blackberry.  The Employee also represents
and warrants that he will return to the Company that certain leased car that he
uses that is in the Company’s name, no later than August 31, 2006.


5.             Covenants. 


a.             Confidentiality;
Non-Compete. Simultaneously with the execution of this Agreement, Employee
shall execute and deliver to the Company the Confidentiality, Non-Competition
and Non-Solicitation Agreement which is attached as Exhibit A hereto
(the “Non-Compete Agreement”). In addition,
Employee and the Company each agree to keep the content of the terms of this
Agreement completely confidential, except that Employee may discuss the
Agreement with family members and professional advisors (provided they agree to
maintain confidentiality), and except that the Company may discuss this
Agreement with its employees, officers, directors and professional advisors who
have a reasonable need to know and may make such additional disclosures as may
be necessary to implement this Agreement or as may be required by law.


b.             Release and
Non-Disparagement.  Simultaneously
with the execution of this Agreement, Employee and the Company shall execute
and deliver to the other Party the Release Agreement which is attached as Exhibit
B hereto (the “Release”).


6.             Representations.


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


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


c.             Counsel.
Employee acknowledges that the Company has specifically advised Employee to
seek counsel regarding the legal, tax and other consequences of the matters
provided in this Agreement and the other Termination Documents.  In the event that Employee



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elects not to consult with an attorney or other
counsel regarding Employee’s rights and obligations under the Termination
Documents and the legal effect hereof, Employee hereby waives all rights to
such consultation.  Such waiver is and
shall be irrevocable and unequivocal, without any conditions or reservations of
any kind.


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


8.             Entire Agreement; Amendment.
This Agreement, together with the Non-Compete Agreement and the Release (the “Termination Documents”) represent the entire agreement and
understanding between the Company and Employee concerning the Employee’s
employment with the Company and the separation of the Employee from the
Company, and supersedes and replaces any and all prior agreements and
understandings concerning Employee’s relationship with the Company and Employee’s
compensation by the Company, including without limitation the Employment
Agreement, and any prior employment agreement previously entered into by the
Company and the Employee.  This Agreement
may only be amended by a written instrument signed by Employee and a duly
authorized officer of the Company.


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


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



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


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


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


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



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


	
  

  	
   

  	
  /s/ James Burns

  
	
   

  	
   

  	
  JAMES BURNS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE OF

  	
  }

  	
   

  
	
  COUNTY OF

  	
  }ss:

  	
   

  



 


On the 1 day of
August in the year 2006 before me, the undersigned, personally appeared Timothy
O’Brien, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same, and that by his signature on
the instrument, the individual executed the instrument.


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  TASKER PRODUCTS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard D.
  Falcone

  
	
   

  	
   

  	
   

  	
  Name: Richard D. Falcone

  
	
   

  	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  STATE OF

  	
  }

  	
   

  	
   

  
	
  COUNTY OF

  	
  }ss:

  	
   

  	
   

  



 


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


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 



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EXHIBIT A


CONFIDENTIALITY,
NON-COMPETITION AND NON-SOLICITATION AGREEMENT


In
connection with that certain Termination Agreement, dated as August 1, 2006, by
and between myself and Tasker Products Corp. f/k/a Tasker Capital Corp., a
Nevada corporation with its principal place of business located at 39 Old
Ridgebury Rd., Suite 14, Danbury, Connecticut or any subsidiary or parent
corporation thereof (the “Company”), I hereby represent and agree (the “Agreement”)
as follows:


1.         I understand that the Company is a
technology company focused on hygienic applications for the agricultural,
seafood and food processing industries, and that I may have access to or
acquire information with respect to Confidential Information (as defined
below), including software, processes and methods, development tools,
scientific, technical, consulting and/or business innovations.


2.         Protection of Confidential
Information of the Company.  I
understand that my work as an employee of the Company creates a relationship of
trust and confidence between the Company and myself.  During and after the period of my employment
with the Company, I will not use or disclose or allow anyone else to use or
disclose any “Confidential Information” (as defined below) relating to the
Company, its products, services, suppliers, distributors or customers except as
may be necessary in the performance of my work for the Company or as may be
specifically authorized in advance by appropriate officers of the Company. “Confidential
Information” shall include, but not be limited to, information consisting
of research and development, patents, trademarks and copyrights and
applications thereto, technical information, computer programs, software,
methodologies, innovations, software tools, know-how, knowledge, designs,
drawings, specifications, concepts, data, reports, processes, techniques,
documentation, pricing, marketing plans, customer and prospect lists, trade
secrets, financial information, salaries, business affairs, suppliers, profits,
markets, sales strategies, forecasts, employee information and any other
information not available to the general public, whether written or oral, which
I know or have reason to know the Company would like to treat as confidential
for any purpose, such as maintaining a competitive advantage or avoiding
undesirable publicity.  I will keep
Confidential Information secret and will not allow any unauthorized use of the
same, whether or not any document containing it is marked as confidential. These
restrictions, however, will not apply to Confidential Information that has
become known to the public generally through no fault or breach of mine or that
the Company regularly gives to third parties without restriction on use or
disclosure. Upon termination of my work with the Company, I will promptly
deliver to the Company all documents and materials of any nature pertaining to
my work with the Company and I will not take with me any documents or materials
or copies thereof containing any Confidential Information.


3.         Non-Competition.  I agree that during the period of my
employment and for a period of twelve (12) months thereafter (the “Restrictive
Period”), I will not directly or indirectly:  (i) market or sell products or perform
services such as are offered or conducted by the Company, its affiliates and
subsidiaries during the period of my employment, to any customer or client of
the Company or prospective customer or client of the Company; or (ii) engage
in,










 



 


manage, operate, be connected with or acquire any
interest in, as an advisor, agent, owner, partner, co-venturer, principal,
director, shareholder, lender, employee or otherwise, any business competitive
with the Company, its affiliates or subsidiaries, particularly with respect to
services as conducted by the Company during the period of my employment (a “Competitive Business”), except that I may own, in the
aggregate, less than 5.0% of the outstanding shares of any publicly held
corporation which is a Competitive Business which has shares listed for trading
on a securities exchange registered with the Securities and Exchange Commission
or through the automatic quotation system of a registered securities
association.  The geographic scope of
this provision is worldwide. 
Notwithstanding this Agreement, the Company will permit me to work for
Phitex Ltd. LLP before the expiration of the Restrictive Period.


4.         Non-Solicitation.  I understand that my work as an employee of
the Company creates a relationship of trust and confidence between myself and
the Company.  During the Restrictive Period,
I will not request or otherwise attempt to induce or influence, directly or
indirectly, any present customer, distributor or supplier, or prospective
customer, distributor or supplier, of the Company, or other persons sharing a
business relationship with the Company to cancel, to limit or postpone their
business with the Company, or otherwise take action which might be to the
material disadvantage of the Company. During the Restrictive Period, I will not
hire or solicit for employment, directly or indirectly, or induce or actively
attempt to influence, any employee, agent, officer, director, contractor,
consultant or other business associate of the Company to terminate his or her
employment or discontinue such person’s consultant, contractor or other business
association with the Company. The geographic scope of this provision is
worldwide.


5.         Scope of Non-Competition and
Non-Solicitation Provisions.  The
parties hereto agree that, due to the nature of the Company’s business, and
that of its affiliates and subsidiaries, the duration and geographic scope of
the non-competition and non-solicitation provisions set forth above in Sections
3 and 4 are reasonable.  In the event
that any court determines that the duration or the geographic scope, or both,
are unreasonable and that either of such provisions are to that extent
unenforceable, the parties hereto agree that such provision shall remain in
full force and effect for the greatest time period and in the greatest area
that would not render it unenforceable. The parties intend that the
non-competition and non-solicitation provisions in Sections 3 and 4 herein
shall be deemed to be a series of separate covenants, one for each and every
county of each and every state of the United States of America and each and
every political subdivision of each and every country outside the United States
of America where this provision is intended to be effective.  I agree that damages are an inadequate remedy
for any breach of such provisions and that the Company, its affiliates and
subsidiaries, shall, whether or not they are pursuing any potential remedies at
law, be entitled to equitable relief in the form of preliminary and permanent
injunctions without bond or other security upon any actual or threatened breach
of either of these provisions.  If I
violate either of Section 3 or Section 4 herein, the duration of such section
automatically shall be extended against me for a period equal to the period
during which I shall have been in violation of such section.  The covenants contained in the
non-competition and non-solicitation provisions set forth above are deemed to
be material and the Company is entering into this Agreement relying on such
covenants.



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6.         Other Agreements.  I represent that my performance of all the
terms of this Agreement and my duties as an employee of the Company will not
breach any invention assignment agreement, confidential information agreement,
non-competition agreement, non-solicitation agreement or other agreement with
any present or former employer or other party. 
I represent that I have not and will not bring with me to the Company or
use in the performance of my duties for the Company any documents or materials
of a present or former employer that are not generally available to the public.


7.         Disclosure of this Agreement.  I hereby authorize the Company to notify
others, including, but not limited to, customers of the Company and any of my
future employers, of the terms of this Agreement and my responsibilities
hereunder.


8.         Injunctive Relief.  I understand that in the event of a breach or
threatened breach of this Agreement by me the Company may suffer irreparable
harm and monetary damages alone would not adequately compensate the Company.  The Company will therefore be entitled to
injunctive relief to enforce this Agreement.


9.         Enforcement and Severability.  I acknowledge that each of the provisions in
this Agreement are separate and independent covenants.  I agree that if any court shall determine
that any provision of this Agreement is unenforceable with respect to its term
or scope such provision shall nonetheless be enforceable by any such court upon
such modified term or scope as may be determined by such court to be reasonable
and enforceable.  The remainder of this
Agreement shall not be affected by the unenforceability or court ordered
modification of a specific provision.


10.       Successors and Assigns.  I understand that neither this Agreement, nor
any of my rights, powers, duties or obligations hereunder, may be assigned by
me.  This Agreement shall be binding upon
and inure to my benefit and to my heirs and legal representatives and the
Company and its successors.  I further
understand that the Company may assign this Agreement or any part hereof to any
successor of the Company, including, without limitation, any company or
companies acquiring, directly or indirectly, all or substantially all of the
assets of the Company, whether by merger, consolidation, purchase, lease or
otherwise.


11.       Governing Law.  The laws of the State of Connecticut shall
govern the interpretation, validity and performance of the terms of this
Agreement, regardless of the law that might be applied under principles of
conflicts of law.


12.       Superseding Agreement.  I understand and agree that this Agreement
contains the entire agreement of the parties with respect to the subject matter
hereof and supersedes all previous agreements and understandings between the
parties with respect to its subject matter.


13.       Counterparts.  I acknowledge that this Agreement may be
executed in two or more counterparts, each of which will take effect as an
original and all of which will evidence one and the same agreement.


14.       Consent to Jurisdiction. I hereby
consent to the sole and exclusive jurisdiction and venue of the courts of the
State of Connecticut or the United States District Court for the District



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of Connecticut for any action arising from or relating
to this Agreement or the subject matter hereof.


15.       Notice. All notices to the Company
under or relating to this Agreement shall be in writing to the address
indicated on the first page of this Agreement, and all notices to me under or
relating to this Agreement shall be in writing to the address indicated on the
signature page of thus Agreement.  Notice
shall be deemed effective when received, or on the first day following the date
of delivery to the carrier if sent by a nationally recognized overnight
delivery service, or on the second day following the date of the postmark if
sent by prepaid certified mail, return receipt requested.


16.       Acknowledgments.  I acknowledge that I have read this
Agreement, was given the opportunity to ask questions and sufficient time to
consult an attorney and I have either consulted an attorney or affirmatively
decided not to consult an attorney.  This
Agreement does not alter my status as an employee-at-will and that my
employment may be terminated at any time, with or without cause.  I also understand that my obligations under
this Agreement survive the termination of my employment with the Company.


 



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I ACKNOWLEDGE THAT I HAVE HAD A
FULL OPPORTUNITY TO REVIEW THIS AGREEMENT AND CONSULT WITH COUNSEL OF MY CHOICE
IF I SO CHOOSE REGARDING ITS TERMS, AND THAT I AM FREELY ENTERING INTO THIS
AGREEMENT WITH A FULL UNDERSTANDING OF ITS EFFECTS.  I FURTHER UNDERSTAND THAT THIS AGREEMENT
SUPERSEDES ANY AND ALL PRIOR OR CONTEMPORANEOUS REPRESENTATIONS OR AGREEMENTS,
WHETHER ORAL, WRITTEN, OR IMPLIED, AND MAY NOT BE MODIFIED IN ANY WAY EXCEPT BY
A SIGNED WRITING WHICH SPECIFICALLY REFERS TO THIS AGREEMENT AND IS SIGNED BY
THE PRESIDENT OF THE COMPANY.


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the first date written below.


Date:  8/1/06


 


	
  EMPLOYEE:

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Tasker Products Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James R.
  Burns

  	
  By:  

  	
      /s/ Richard D. Falcone

  
	
  Print Name: 

  	
  JAMES BURNS 

  	
   

  	
  Name: Richard D. Falcone

  
	
  Address:

  	
  100 Mill Plains Rd. 

  	
   

  	
  Title: CEO

  
	
   

  	
  Danbury, CT 06818

  	
   

  	
   

  



 



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EXHIBIT B


RELEASE AGREEMENT


THIS RELEASE AGREEMENT
(the “Release”) is made as of the 1st day of August, 2006 by and between
JAMES BURNS (“Employee”) and TASKER PRODUCTS CORP. f/k/a TASKER CAPITAL
CORP. (the “Company”).


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


WHEREAS, in connection
with that termination and pursuant to that certain Termination Agreement by and
between the Company and Employee dated as of the date hereof (the “Termination
Agreement”), the Company has agreed to pay Employee certain amounts,
subject to the execution of this Release.


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


1.             Termination.
The Company has terminated the Employee’s employment with the Company as Vice
President of Business Development and the Employee hereby resigns and withdraws
from all other positions (as an employee, officer, director or board committee
member or otherwise) of the Company and of any subsidiary or affiliate of the
Company (together with the Company the “Company Entities”), effective as of the
open of business on July 11, 2006 (the “Effective Date”).


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


3.             Release
and Covenant Not to Sue.


3.1.          Release.  Employee hereby fully and forever releases
and discharges the Company (including, for purposes of this Section 3,
all predecessors and successors, subsidiaries, affiliates, assigns, officers,
directors, trustees, employees, agents and attorneys, past and present) from
any and all claims, demands, liens, agreements, contracts, covenants, actions,
suits, causes of action, obligations, controversies, debts, costs, expenses,
damages, judgments, orders and liabilities, of whatever kind or nature, direct
or indirect, in law, equity or otherwise, whether known or unknown, arising
through the date of this Release, out of Employee’s employment by the Company
or the termination thereof, including, but not limited to, any claims Employee
may have for wages, bonuses, commissions, penalties, deferred compensation,
vacation pay, separation benefits, defamation, libel, slander, negligence,
breach of covenant of good faith and fair dealing, personal injury, emotional
distress, breach of contract, breach of confidentiality, invasion of privacy,
negligence, improper discharge (based on contract, common law, or statute,
including any federal, state or local statute or ordinance prohibiting
discrimination or retaliation









 



 


in employment), alleged violation of the United States
Constitution, the Constitution of the State of New Jersey, the Civil Rights Act
of 1964, including Title VII, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities Act
of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security
Act of 1974, the Worker Adjustment and Retraining Notification Act, the Older
Workers Benefit Protection Act, the Equal Pay Act of 1963, the Family Medical
Leave Act, the Rehabilitation Act of 1973, or any other federal, state
(including, but not limited to Connecticut) or local statutes concerning
employment, labor, and/or human rights or discrimination laws, and any claim
for discrimination or retaliation based on sex, race, color, creed, religion,
age, national origin, marital status, sexual orientation, disability, or
perceived disability, medical condition, status with regard to public assistance,
sexual harassment, or any other protected class status, but excludes claims
arising after the date hereof out of any breach of this Release.


3.2.  Covenant
Not to Sue.  Employee expressly
represents that he has not filed a lawsuit or initiated any other
administrative proceeding against the Company and that he has not assigned any
claim against the Company to any other person or entity.  The Employee further promises not to initiate
a lawsuit or to bring any other claim against the other arising out of or in
any way related to Employee’s employment by the Company or the termination of
that employment.


3.3.          Claims Not Released.  In addition, the forgoing will not be deemed
to release the Employee from claims solely (a) to enforce this Release, (b) to
enforce of the Termination Agreement, (c) to enforce the Confidentiality,
Non-Competition and Non-Solicitation Agreement by and between Executive and the
Company, executed concurrently herewith (the “Non-Compete Agreement”) or
(d) for indemnification under the Company’s By-Laws, under applicable law,
under any indemnification agreement between the Company and Executive or under
any similar arrangement.


4.             Non-Competition
and Confidentiality Obligations. 
Employee acknowledges that the Non-Compete Agreement survives the
termination of his employment.  Employee
affirms that the restrictions contained in the Non-Compete Agreement are
reasonable and necessary to protect the legitimate interests of the Company,
that he received adequate consideration in exchange for agreeing to those
restrictions, and that he will abide by those restrictions.


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


6.             Cooperation.  Employee further agrees that he will
cooperate fully with the Company and its counsel with respect to any matter
(including litigation, investigations, or governmental proceedings) which
relates to matters with which Employee was involved during or which otherwise
relate to his employment with Company. 
Employee shall render such cooperation in a timely manner on reasonable
notice from the Company.


7.             Rescission
Right.  Employee expressly
acknowledges and recites that (a) he has read and understands this Release in
its entirety, (b) he has entered into this Release knowingly and voluntarily,
without any duress or coercion; (c) he has been advised orally and is hereby



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advised in writing to consult with an attorney with
respect to this Release before signing it; (d) he was provided twenty-one (21)
calendar days after receipt of the Release to consider its terms before signing
it; and (e) he is provided seven (7) calendar days from the date of signing to
terminate and revoke this Release in which case this Release shall be
unenforceable, null and void.  Employee
may revoke this Release during those seven (7) days by providing written notice
of revocation to the Company. This Release will become effective and
enforceable on the day following the expiration of the seven-day revocation
period (the “8th Day”).  In the event that Employee does revoke this
Release in writing prior to the 8th Day, this Release shall not be effective or
enforceable and, in such event, all rights, agreements and obligations created
by this Release shall be ineffective, null, void and unenforceable, except for
the termination of his employment, which is effective as of the Effective Date
(as defined in the Termination Agreement) even if Employee does revoke this
Release.  Employee further understands
that if he revokes this Release in accordance with this Section 7, Employee
will not receive the Severance Compensation and he will be obligated to return
any payments already received


8.             Challenge.  If Employee violates or challenges the
enforceability of this Release, no further payments under Section 2 of
the Termination Agreement will be paid or provided to Employee.


9.             Miscellaneous.


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


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


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


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


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



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



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


 


	
  

  	
  TASKER PRODUCTS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard D.
  Falcone

  
	
   

  	
   

  	
  Name: Richard D. Falcone

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James Burns

  
	
   

  	
   

  	
  JAMES BURNS

  



 



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