ex45q033110.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Premier
Media Service Inc.

      1046
E. University Dr.

      Mesa,
AZ. 85203

      (480)
649-8224

      


      January
14, 2010

      


      John
Rossi

      Garb Oil
& Power Corporation

      1588
South Main Street Suite 200

      Salt Lake
City, UT 84115

      


      RE:           Public
Relations Consulting Agreement

      


      Dear
Sir:

      


      This will
confirm the arrangement, terms and conditions pursuant to which Premier Media
Services Inc., [and its affiliates,] ([collectively,] “PMSI” or the
“Consultant”) has been retained to serve as a public relations consultant to
Garb Oil & Power Corporation GARB.OB (the “Client” or the “Company”), on a
non-exclusive basis.  This agreement shall have a term of six months
(6 months) from the date hereof

      


      The undersigned hereby agree to the
following terms and conditions

      


      Duties of
the Consultant

      (a)           The
Consultant shall, at the request of the Company, upon reasonable notice, provide
such public relations consulting services and advice as the Company may from
time to time reasonably request.  Without limiting the generality of
the foregoing, the Consultant may provide recommendations to the Company
concerning the following public relations and related matters: (i) rendering
advice and assistance to the Company in connection with the preparation of its
corporate imaging and press releases; (ii) advising the Company with respect to
public relations / investor relations; (iii) arranging meetings, at appropriate
times, with securities analysts of appropriate investment banking firms; stock
brokers and investment clubs (iv) rendering advice with regard to (A) changes in
the Company's capitalization, (b) In addition to the foregoing, the Company may
request that the Consultant furnish advice

      with
regard to (i) the formation of corporate goals and their implementation; (ii)
the Company’s public relations structure and its divisions and subsidiaries; and
(iii) securing, when necessary, additional financing through banks and/or
insurance companies.(c) The services described in this Section 1 shall be
rendered by the Consultant without any direct supervision by the Company and at
such time and place and in such manner (whether by conference, telephone, letter
or otherwise) as the Consultant may determine.

      


      Compensation

      As
compensation for the Consultant’s services to the Company and its Subsidiaries
hereunder, the Company shall pay the Consultant for the first three months a
monthly fee of $7,500.00 in cash or
$12,500.00 in stock [which shall be paid upon the execution of this agreement,
and monthly thereafter for the remaining period of this Agreement. (i)
500,000 shares
of newly issued restricted rule 144 shares of Common Stock. As additional
compensation for the Consultant’s services hereunder, the Company shall issue
and deliver to the Consultant, or its designee(s), promptly upon execution of
this Agreement  (ii) an option to purchase _100,000_ shares of
Common Stock with an exercise price of $_.15_ per share; an
option to purchase _100,000_ shares of
Common Stock with an exercise price of $_.25_ per share; an
option to purchase _100,000 shares of
Common Stock with an exercise price of $.35 per share; an
option to purchase 100,000 shares of
Common Stock with an exercise price of $.50_ per share and an
option to purchase 100,000 shares of
Common Stock with an exercise price of $_1.00_ per share, with
each option exercisable for (5) years from the date this agreement is executed,
in the form of the Option Agreement annexed as Exhibit
A

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      Transaction Fees

       PMSI
agrees to make reasonable efforts to organize and supervise meetings with
Candidates.  Client hereby agrees that in the event it engages in a
Business Opportunity with any Candidate, Client will pay a Transaction Fee to
PMSI according to the following.

      


      The
parties agree and acknowledge that Client shall have sole discretion to
negotiate and determine the compensation it pays to any Candidate in connection
with a Business Opportunity and that PMSI shall not be authorized or entitled to
negotiate, communicate or make any representation on Client's behalf without
Client's prior consent.

      


      (b)           In
connection with the public relations consulting services described in Section 1
above, the Consultant may, from time to time, bring the Company and/or any of
its Subsidiaries in contact with persons, whether individuals or entities, that
may be suitable candidates to purchase substantially all of the stock or assets
of the Company and/or such Subsidiary, to have substantially all of its stock or
assets purchased by the Company or such Subsidiary, to merge with the Company or
such Subsidiary, or to enter into a joint venture or other transaction with the
Company or such Subsidiary (each, an “M&A
Transaction”).  If, during the term hereof, the Company or any
of its Subsidiaries enters into an agreement with any such persons or their
affiliates, or with any persons introduced to the Company or any of its
Subsidiaries or affiliates by any such persons or their affiliates, pursuant to
which the Company or any of its Subsidiaries enters into an M&A Transaction,
or if the Company or any of its Subsidiaries enters into an M&A Transaction
with any of the foregoing persons within one year following any termination of
the term of this agreement, the Company shall pay to the Consultant, in
accordance with the formula set forth below, compensation based on the aggregate
value of the consideration, whether in cash, securities, assumption of (or
purchase subject to) debt or liabilities (including, without limitation,
indebtedness for borrowed money, pension liabilities and guarantees), or other
property, obligations or services, paid or payable, directly or indirectly (in
escrow or otherwise), or otherwise assumed in connection with such M&A
Transaction (the “Consideration”).

      


      The
compensation to be paid shall be paid upon the closing of the M&A
Transaction (except that, if any part of the Consideration is in the form of
contingent payments to be calculated by reference to uncertain future
occurrences, such as future public relations or business performance, then the
portion of the fees of the Consultant relating to such part of the Consideration
shall be payable at the earlier of (i) the receipt or payment of such
Consideration or (ii) the time that the amount of such Consideration can be
determined), by certified check or wire transfer of immediately available funds,
in the following amounts: 5% of the first $2 million of the Consideration; 4% of
the Consideration in excess of $2 million and up to $4 million; 3% of the
Consideration in excess of $4 million and up to $6 million; 2% of the
Consideration in excess of $6 million and up to $8 million; and 11⁄2 % of the
Consideration in excess of $8 million.

      


      For the
purposes hereof, with respect to any person or entity, the term “Subsidiary” shall
mean any corporation, limited liability company or other entity of which more
than 20% of the total voting power of shares of stock (or equivalent ownership
or controlling interest) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is, at the time, owned or controlled, directly or indirectly, by that person or
entity or one or more subsidiaries of that person or entity, or a combination
thereof, either on or after the date hereof.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      Syndication
Service.

      


      The Consultant’s syndication services
will begin with distribution of Company research, and sponsorship of Company
presentations, through Consultant’s membership in, or association with, several
investment banking or investor related organizations including:

      


      
        	
                ·  

              	
                National
      Investment Bankers Assoc. (“NIBA”);

              


      

      
        	
                ·  

              	
                Public
      relations Services Exchange
(“FSX”);

              


      

      
        	
                ·  

              	
                Southern
      California Investment Assoc.
(“SCIA”);

              


      

      
        	
                ·  

              	
                New
      York Discovery Expo;

              


      

      
        	
                ·  

              	
                Las
      Vegas Money Show; and others.

              


      

      


      Each
association represents substantial numbers of industry contacts, institutions,
brokers, analysts and investors.  The Consultant will serve as
“Company Sponsor” to these organizations, and at the request of the Company,
will be scheduled and guided through the process of presentation and
follow-up.   Additionally, the Consultant shall make
introductions of the Company to its network of IR firms, PR firms, internet
firms, promoters, industry or investment publications and other outside service
providers.  We may also, from time to time, organize and conduct
traditional road shows, broker luncheons, and/or investor presentations, and may
further utilize certain technologies including virtual road shows,
teleconferencing and/or mass email/faxing, for added convenience and ability to
reach large audiences.

      


      The
syndication services described in this section will typically involve additional
fees, costs and/or expenses on behalf of the Company for participation in such
events, or to engage services from outside vendors introduced by
us.  Compensation under this Agreement is for the Consultant’s time,
contacts, memberships, and marketing services provided.  Compensation
under this Agreement is not inclusive of conference fees, T & E expenses,
meals, lodging, printing or publication costs, postage, or outside service
provider’s fees.  Any such fees or expenses shall only be incurred at
the written request of the Company, on a case-by-case basis, and shall be paid
by the Company, or reimbursed to Consultant by the Company.

      


      
        1.  Available
Time.

      

      


      The Consultant shall make available
such time as it, in its sole discretion, shall deem appropriate for the
performance of its obligations under this agreement and may, in certain
circumstances, be entitled to additional compensation in connection
therewith.
 

      
        2.  Relationship.

      

      


      Nothing herein shall constitute the
Consultant as an employee or agent of the Company, except to such extent as
might hereinafter agreed upon for a particular purpose.  Except as
might hereinafter be expressly agreed, the Consultant shall not have the
authority to obligate or commit the Company in any manner
whatsoever.


      


      
        3.  Entire
Agreement.

      

      


      This agreement, including the schedules
and exhibits hereto, contains the entire agreement of the parties and supersedes
all other agreements and understandings, oral or written, with respect to the
matters contained herein.

      


      
        4.  No
Waiver.

      

      


      No act, omission or delay by the
Consultant shall constitute a waiver of its rights and remedies hereunder or
otherwise.  No single or partial waiver by the Consultant of any
default, right or remedy that it may have shall operate as a waiver of any other
default, right or remedy, or of the same default, right or remedy on a future
occasion.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        5.  Assignment.

      

      


      This agreement shall be binding upon
and inure to the benefit of the respective heirs, representatives, successors
and assigns of the parties hereto, provided; however, that this
agreement may not be assigned by the Company without the prior written consent
of the Consultant; provided, further, however, that the
Consultant may assign its rights and delegate its duties under this agreement to
any affiliate of the Consultant without the consent of the
Company.  As used in the preceding sentence, the term “affiliate” shall have
the meaning set forth in Rule 12b-2 of the General Rules and Regulations
promulgated under the Exchange Act.

      


      
        6.  Waiver of Jury Trial and
Setoff; Consent to Jurisdiction; Etc.

      

      


      (a)           In
any litigation in any court with respect to, in connection with, or arising out
of this agreement or any instrument or document delivered pursuant to this
agreement, or the validity, protection, interpretation, collection or
enforcement hereof or thereof, or any other claim or dispute howsoever arising,
between the Company, on the one hand, and the Consultant on the other hand, the
Company, to the fullest extent it may legally do so, (i) waives the right to
interpose any setoff, recoupment, counterclaim or cross-claim in connection with
any such litigation, irrespective of the nature of such setoff, recoupment,
counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or
cross-claim could not, by reason of any applicable federal or state procedural
laws, be interposed, pleaded or alleged in any other action and (ii) waives
trial by jury in connection with any such litigation and any right it may have
to claim or recover in any such litigation any special, exemplary, punitive or
consequential damages or any damages other than, or in addition to, actual
damages. the company agrees that this section 9(a) is a specific and material
aspect of this agreement and acknowledges that the consultant would not enter
into this agreement if this section 9(a) were not part of this
agreement.

      


      


      (b)           The
Company hereby irrevocably consents to the exclusive jurisdiction of any State
or Federal Court located within the County of [Maricopa], State of
[Arizona ], in
connection with any action or proceeding arising out of or relating to this
agreement or any document or instrument delivered pursuant to this agreement or
otherwise.  In any such litigation, the Company waives, to the fullest
extent it may effectively do so, personal service of any summons, complaint or
other process and agrees that the service thereof may be made by certified or
registered mail directed to the Company, at its address on the first page
hereof.  The Company hereby waives, to the fullest extent it may
effectively do so, the defenses of forum non conveniens and improper
venue.

      


      
        7.  Governing
Law.

      

      


      This agreement shall be deemed to be a
contract made under the laws of the State of Arizona and for all purposes shall
be construed in accordance with the laws of said State.

      


      
        8.  Indemnity.

      

      


      The Company agrees to indemnify the
Consultant, its affiliates and all related persons, in accordance with the
indemnification rider annexed hereto as Schedule A, the
provisions of which are incorporated herein in their entirety.


      


      This
agreement may not be altered or amended except in a writing signed by both
parties. The Company represents and warrants that neither the execution and
delivery of this agreement by the Company nor the consummation of the
transactions contemplated hereby will, directly or indirectly, with or without
the giving of notice or lapse of time, or both: (i) violate any provisions of
the Certificate of Incorporation or By-laws of the Company; or (ii) violate, or
be in conflict with, or constitute a default under, any agreement, lease,
mortgage, debt or obligation of the Company or require the payment, any
pre-payment or other penalty with respect thereto.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      If the
foregoing correctly sets forth the terms of our agreement, kindly so indicate by
signing and returning the enclosed copy of this letter agreement, along with a
check made payable to Premier Media Services Inc. and securities registered as
requested, and in the appropriate amounts, as per the terms of this letter
agreement.

      


      Premier
Media Services Inc.

                                   ic
Reference]

      By:  /s/ Kelly M.
Black                                                              

              Kelly M.
Black, President

      ACCEPTED
AND AGREED TO

      


      This ___
day of _____ 2010

      


      


      


      By:                                                                

      Signature
/ Title:

      


      John
Rossi, CEO

      Garb Oil
& Power Corporation

      1588
South Main Street Suite 200

      Salt Lake
City, UT 84115

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      SCHEDULE
A

      


      INDEMNIFICATION

      


      Recognizing that matters of the type
contemplated in this engagement sometimes result in litigation and that our role
is marketing, the Company agrees to indemnify and hold harmless PMSI, its
affiliates and their respective officers, directors, employees, agents and
controlling persons (collectively, the “Indemnified
Parties”), from and against any losses, claims, damages and liabilities,
joint or several, related to or arising in any manner out of any transaction,
financing, proposal or any other matter (collectively, the “Matters”)
contemplated by the engagement of PMSI hereunder, and will promptly reimburse
the Indemnified Parties for all expenses (including fees and expenses of legal
counsel) as incurred in connection with the investigation of, preparation for or
defense of any pending or threatened claim related to or arising in any manner
out of any Matter contemplated by the engagement of PMSI hereunder, or any
action or proceeding arising therefrom (collectively, “Proceedings”),
whether or not such Indemnified Party is a formal party to any such Proceeding.
Notwithstanding the foregoing, the Company shall not be liable in respect of any
losses, claims, damages, liabilities or expenses that a court of competent
jurisdiction shall have determined by final judgment resulted solely from the
gross negligence or willful misconduct of an Indemnified Party. The Company
further agrees that it will not, without the prior written consent of PMSI,
settle, compromise or consent to the entry of any judgment in any pending or
threatened Proceeding in respect of which indemnification may be sought
hereunder (whether or not PMSI or any Indemnified Party is an actual or
potential party to such Proceeding), unless such settlement, compromise or
consent includes an unconditional release of PMSI and each other Indemnified
Party hereunder from all liability arising out of such Proceeding. In addition,
PMSI agrees that it will not settle, compromise or consent to the entry of any
judgment in any pending or threatened Proceeding in respect of which
indemnification is sought under this Agreement, without the prior written
consent of the Company, which consent shall not be unreasonably withheld,
delayed or conditioned.

      


      The Company agrees that if any
indemnification or reimbursement sought pursuant to this letter is held by a
court for any reason to not be available to any Indemnified Party or
insufficient to hold it harmless as and to the extent contemplated by this
letter, then the Company shall contribute to the amount paid or payable by such
Indemnified Party in respect of losses, claims, damages and liabilities in such
proportion as is appropriate to reflect the relative benefits to the Company and
its stockholders on the one hand, and PMSI on the other, in connection with the
Matters to which such indemnification or reimbursement relates or, if such
allocation is not permitted by applicable law, not only such relative benefits
but also the relative faults of such parties to the Company and/or its
stockholders and to PMSI with respect to PMSI’s engagement shall be deemed to be
in the same proportion as (i) the total value paid or received or to be paid or
received by the Company and/or its stockholders pursuant to the Matters (whether
or not consummated) for which PMSI is engaged to render public relations
marketing services bears to (ii) the fees paid to PMSI in connection with such
engagement. In no event shall the Indemnified Parties contribute or otherwise be
liable for an amount in excess of the aggregate amount of fees actually received
by PMSI pursuant to such engagement (excluding amounts received by PMSI as
reimbursement of expenses).

      


      The indemnity, reimbursement and
contribution provisions set forth herein shall remain operative and in full
force and effect regardless of (i) any withdrawal, termination or consummation
of or failure to initiate or consummate any Matter referred to herein, (ii) any
investigation made by or on behalf of any party hereto or any person controlling
(within the meaning of Section 15 of the Securities Act of 1933, as amended, or
Section 20 of the Exchange Act) any party hereto, (iii) any termination or the
completion or expiration of this letter or PMSI’s engagement and (iv) whether or
not PMSI shall, or shall not be called upon to, render any formal or informal
advice in the course of such engagement.


      
        
          
             

            NEWYORK01
1126334v1 038835-000001