CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE

Exhibit 10.80

CONFIDENTIAL SETTLEMENT AGREEMENT

AND GENERAL RELEASE

Tasker Products Corp. (named as “Tasker Capital Corporation” in that certain lawsuit brought by James Collins styled James Collins v. Tasker Capital Corporation , Docket No. FST-CV-06-5001519-S, now pending in the Connecticut Superior Court, Judicial District of Stamford), its successors and assigns (hereafter “Tasker”) and James Collins, his heirs, executors, administrators, successors, and assigns and anyone claiming by or through any of them (collectively referred to throughout this Agreement as “Collins”), agree to the following provisions of this Confidential Settlement Agreement and General Release (“Agreement and General Release”):

WHEREAS, Collins was formerly employed by Tasker; and

WHEREAS, Collins filed a certain lawsuit styled James Collins v. Tasker Capital Corporation , Docket No. FST-CV-06-5001519-S, now pending in the Connecticut Superior Court, Judicial District of Stamford, (the “Lawsuit”); and

WHEREAS, Tasker and Collins deny each and every allegation of wrongdoing asserted against one by the other and neither the making of this Agreement and General Release nor anything contained herein shall, in any way, be construed or considered to be an admission by Tasker or Collins of guilt, or of non-compliance with, or violation of, any federal, state, or local statute or law, public policy, tort law, contract law, common law, or of any other wrongdoing, unlawful conduct, liability or breach of any duty whatsoever; and

WHEREAS, Collins and Tasker (hereafter the “Parties”) desire to compromise and fully and finally resolve all claims which were or could have been made in the Lawsuit and to resolve any and all claims and disputes of whatever kind or character against Tasker and all events occurring up to and including the date this Agreement and General Release is fully executed by the Parties; and

WHEREAS, Collins has been at all relevant times represented by his attorneys,

Garrison, Levin-Epstein, Chimes & Richardson, P.C., and has determined, with full advice of counsel, to knowingly and voluntarily enter into this Agreement and General Release.

NOW THEREFORE, in consideration of the terms and conditions hereafter set forth and of good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1)             No Admission of Wrongdoing.

The Parties agree that neither this Agreement and General Release nor the furnishing of the consideration for this Agreement and General Release shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.

2)             Consideration .

a)   Cash.

In consideration for signing this Agreement and General Release, and complying with its terms, Tasker agrees to pay Collins Four Hundred Thousand Dollars ($400,000). This amount is comprised of the following:

This Initial Payment of One Hundred Fifty Thousand ($150,000) Dollars shall be paid to Collins within four (4) days after the execution of this Agreement and General Release by both Parties hereto as the first installment of the full settlement amount of this Agreement and General Release.

This Second Payment of Two Hundred Fifty Thousand Dollars ($250,000) shall be paid to Collins within ninety (90) days after the execution of this Agreement and General Release by both Parties hereto, and will constitute the final installment of the full settlement amount.

These payments are made to Collins as full and final settlement of Collins’ claims for back wages, front pay and any other damages.

Collins hereby waives his entitlement to the seven (7) day right of revocation.

defend, and hold Collins, his successors and assigns, harmless against any damages, costs, fines, penalties, liabilities, and reasonable attorneys’ fees suffered or incurred by Collins, his successors and assigns by reason of any legal action, suit or proceeding brought against Collins (other than by Tasker) including any amounts incurred or paid in settlement or any judgment of any action, suit, or proceeding brought under any statute, at common law, or otherwise, which arises under or in connection with Collins’ employment by Tasker. The obligations of Tasker under this paragraph are hereinafter collectively referred to as “Indemnity Obligations.” The Company agrees to promptly tender any payments due Collins, his successors and assigns in respect of the Indemnity Obligations; provided that Collins provides Tasker prompt written notice of such action, suit or proceeding and Tasker, at its election, be entitled to control the defense and settlement of such action, suit or proceeding, at its own expense, with counsel reasonably selected by it and Collins shall consent to any settlement approved by Tasker which does not impose any payment or continuing obligation on Collins without Collins’ prior consent.

Collins understands and agrees that he would not receive the monies and/or benefits specified in par