EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT is made and executed this 16th day of April,
1999, to be effective as of 28th day of April, 1999 by and between GARB OIL &
POWER CORPORATION, a Utah corporation ("Garb-Oil") and GIANT TIRE RECYCLERS,
INC., a Nevada Corporation ("GTR").
R E C I T A L S
A. Garb-Oil, as the "Seller" and GTR, as the "Buyer" are parties to an
agreement dated April 28, 1997 entitled "Option Contract" referred to herein as
the "Option Contract".
B. The Option Contract gives GTR the right to purchase "Exclusive
Rights" to use Patented Garb-Oil technology to recycle and process Off The Road
(OTR) tires. (See Option Contract Exhibit "B")
C. The Option Contract requires the OTR Project Agreement to be
executed no later than April 28, 1999.
E. Garb-Oil is willing to grant GTR an extension of the due date for
the April 28, 1999 Contract Execution date, and Art is willing to obtain such
extension, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
conditions set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree to be
legally bound as follows:
1. Paragraph 1. Of the original OPTION CONTRACT, dated April 28, 1997,
is amended to read as follows.
Grant of Option. Garb-Oil acknowledges receipt from Optionee of an
initial non-refundable Option payment in the amount of One Hundred Fifty
Thousand ($150,000.00) Dollars which will be applied to the total purchase price
of the OTR Project Agreement. Garb-Oil hereby grants to Optionee, and Optionee
hereby accepts from Garb-Oil, the right and option ("Option") to purchase the
Exclusive License during the Option Period (as hereinafter defined), at the
Purchase Price (as hereinafter defined) and in accordance with the terms and
conditions of the "Amended" OTR PROJECT AGREEMENT. The OTR PROJECT AGREEMENT (AS
AMENDED) is set forth in its general terms and attached as Exihibit A. Some of
the non-material or non-substantial terms of the OTR PROJECT AGREEMENT may be
revised or added, as negotiated and mutually agreed upon by the parties through
good-faith negotiations, as more fully described below, after Optionee gives
notice of intent to exercise Option (the OTR PROJECT AGREEMENT, as may be
revised, is hereinafter referred to as the "Final Agreement").
2. Paragraph 2. Of the original Option Contract, dated April 28, 1997
is amended to read as follows.
Option Period. The Option Period shall commence as of April 29, 1999 and
continue for a period of one (1) year (the "Option Period").
3. Paragraph 4 of the original Option Contract Dated April 28, 1997 is
amended to read as follows
Purchase Price. The Purchase price for the Exclusive License shall be One
Million Three Hundred Fifteen Thousand ($1,315,000.00) Dollars ("Purchase
Price") and shall be payable as outlined in the OTR PROJECT AGREEMENT, paragraph
4, attached hereto as "EXHIBIT A".
4. In the event that the contract is not executed and the payment due
under paragraph 4 of the Agreement is not paid when due (as extended by
paragraph 2 of this Extension Agreement), then Garb may notify GTR that GTR is
in default under the Option Contract and GTR shall have (14) days after the
dispatch of such notice to cure such defaults by executing the OTR Agreement and
making the required payment. If GTR does not so cure the defaults, Garb shall be
entitled without further notice to GTR to (i) declare the Option Contract
terminated, thereby relieving Garb from further obligations thereunder and
terminating any rights of GTR thereunder, and (ii) to retain as its own property
without any interest or claim of GTR, all payments theretofore made by GTR.
5. The notice permitted to be given by the preceding paragraph shall be
sent by facsimile to GTR at (000) 000-0000 with a hard copy sent by first class
mail to 0000 X. Xxxxxxxx Xxx. Xxx. X, Xxxxxx, XX 00000. All other notices
required or permitted to be given shall be in accordance with the terms and
conditions of the OTR Agreement.
6. The parties intend this Extension Agreement to amend the OTR
Agreement as set forth above and as shown in the Amended OTR PROJECT AGREEMENT.
The Amended OPTION CONTRACT and as expressly amended hereby, the OTR Agreement
and OPTION CONTRACT shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers on the date and year first above
written.
Garb-Oil: GARB-OIL & POWER CORPORATION
By /s/ Xxxx X. Xxxxxx
---------------------------
Its President
GTR: GIANT TIRE RECYCLERS, INC.
By /s/ Xxxxxxx Xxxxxxxxx
---------------------------
Its President
-2-
