Exhibit 4.2
Execution Copy
CREASEY LOCK-UP AGREEMENT
-------------------------
July 15, 2005
Tasker Capital Corp.
39 Old Ridgebury Road
Suite 14
Danbury, Connecticut 06810-5116
Ladies and Gentlemen:
Reference
is made to the Asset Purchase Agreement (the "Purchase
Agreement") dated as of July 15, 2005 by
and among Tasker Capital Corp.
("Tasker") and Tasker Products IP Holdings
Corp., as Buyers (collectively,
"Buyers"), and Indian River Labs, L.L.C.,
Pharlo Citrus Technologies, Inc.,
Pharlo Citrus Properties Partnership, LLLP
and Coast to Coast Laboratories, LLC,
as Sellers (collectively, "Sellers"),
pursuant to which, among other things, (i)
Sellers are selling to Buyers, and Buyers
are purchasing from Sellers, certain
assets of Sellers in consideration of,
among other things, shares of Tasker's
common stock, par value $0.001 per share
("Common Shares"), and (ii) on or
following the date of the Purchase
Agreement (the "Effective Date"), certain
Common Shares will be distributed by
Sellers to the undersigned (such Common
Shares distributed to the undersigned, the
"Undersigned's Common Shares").
In
connection therewith, the undersigned hereby agrees that, except
as
otherwise provided herein or with the prior
written consent of Tasker, he will
not, during the period commencing on the
date hereof and ending on the second
anniversary of the Effective Date, sell,
transfer or otherwise dispose of,
directly or indirectly, any of the
Undersigned's Common Shares (a
"Disposition"). Notwithstanding the
foregoing, the undersigned may engage in the
following:
1. From and after the
date the Shelf Registration Statement (as defined in
the
Purchase Agreement) is declared effective by the Commission (as
defined in
the Purchase Agreement), the Disposition of 25% of the
aggregate
number of the Undersigned's Common Shares;
2. From and after the
time (a) aggregate gross sales of Tasker and its
subsidiaries from and after the Effective Date total Fifty Million
dollars
($50,000,000) or (b) the Closing Price (as defined below) of the
Common
Shares is
less than $2.50 per share on any trading day, the Disposition
of
an
additional 25% of the aggregate number of the Undersigned's
Common
Shares;
3. From and after the
time (a) aggregate gross sales of Tasker and its
subsidiaries from and after the Effective Date total One Hundred
Million
dollars
($100,000,000) or (b) the Closing Price of the Common Shares is
less than
$2.00 per share on any trading day, the Disposition of an
additional
25% of the aggregate number of the Undersigned's Common Shares;
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4. From and after the
time aggregate gross sales of Tasker and its
subsidiaries from and after the Effective Date total One Hundred
Fifty
Million dollars
($150,000,000), the Disposition of an additional 25% of
the
aggregate number of the Undersigned's Common Shares; and
5. From and after (a) the
two year anniversary of the Effective Date or (b)
the time
the Closing Price of the Common Share
