Exhibit 4.1
Execution Copy
CUMMINS 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
"Cummins 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 first
anniversary of the Effective Date, sell,
transfer or otherwise dispose of,
directly or indirectly, any Cummins 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 Cummins Common Shares;
2. From and after the six
month anniversary of the Effective Date, the
Disposition of an additional 25% of the aggregate number of Cummins
Common
Shares;
3. From and after the
time 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 Cummins Common
Shares;
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4. From and after the
time 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 Cummins Common Shares; and
5. From and after (a) the
one year anniversary of the Effective Date or (b)
the time
the Closing Price of the Common Shares is less than $1.50 per
share on
any trading day, the Disposition of all of the Cummins Common
Shares.
Notwithstanding the foregoing, the Disposition of all of the
Cummins
Common Shares will be permitted from and
after (i) a Change in Control (as
defined belo
