THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
PROMISSORY NOTE
Danbury, Connecticut
Original Principal Amount
November 12, 2004
$100,000.00
FOR VALUE RECEIVED, Pharlo
Citrus Technologies, Inc. of 433 Moore Park Lane,
Merritt Island, Florida 32952
("Borrower") promises to pay to the order of
TASKER CAPITAL CORP., a
Nevada corporation ("Tasker"), the principal amount of
one hundred thousand dollars
(US $100,000.00) (such amount, the "Principal"),
and any and all other sums
which may be owing to Tasker by Borrower under this
Promissory Note (this
"Note"), in the manner set forth in Section 3, subject
to
acceleration and/or extension
as herein provided. The following terms and
conditions shall apply to
this Note:
1.
Interest Rate. Interest shall accrue on the unpaid principal
balance of
this Note at a rate equal to
zero (the "Interest Rate") percent per annum
[compounded semi-annually in
arrears on the first business day of each fiscal
half-year] until June 1, 2005
after which the interest rate shall become seven
percent (7 %). Interest shall
be calculated on the basis of a three hundred
sixty day year and the actual
number of days elapsed. Subject to applicable law,
any past due payment of
interest of principal hereunder shall bear interest,
from the date such amount was
due until properly paid, payable on demand in
immediately available funds,
at a rate equal to the sum of (a) the Interest Rate
plus (b) four percent (4%)
per annum. In the event that any interest rate
provided for herein shall be
determined to be unlawful, such interest rate shall
be computed at the highest
rate permitted by applicable law. Any payment by
Borrower of any interest
amount in excess of that permitted by law shall be
considered a mistake, with
the excess being applied to the Principal without
prepayment premium or
penalty.
2. Term.
The term of this Note shall be for a period