ex46q033110.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      January 14, 2010

      


      John
Rossi

      Garb Oil
& Power Corporation

      1588
South Main Street Suite 200

      Salt Lake
City, UT 84115

      


      Dear
Sir:

      


      This is
to confirm our understanding that Premier Funding & Financial Marketing
Service LLC. (“PFS”),  and its affiliates, (collectively, “PFS”) and
Garb Oil & Power Corporation. (OTCBB: GARB). (Client), PFS has various
valuable contacts in the business and investment community.  PFS is in
a position to introduce to Client potential viable candidates for business
opportunities for Client. Client would like to take advantage of PFS’s contacts,
now, therefore, the parties agree as follows.

      


      PFS have
been engaged as Financial Marketing Consultant to Inc. (“Company”) with respect to
financial marketing services, syndication, M&A and other general public
relation matters for the Twelve-month period commencing
the date hereof.  In connection with duties performed hereunder by PFS
or its affiliates, each shall devote such business time and attention to matters
on which the Company shall request its services.

      


      
        	
                A.  

              	
                Financial Marketing
      Services

              


      

      


      During
the term of this agreement, PFS or its affiliates shall provide the Company with
such regular and customary financial marketing services as is reasonably
requested by the Company, provided that PFS shall not be required to undertake
duties not reasonably within the scope of the services in which it is generally
engaged.  In performance of its duties, PFS shall provide the Company
with the benefits of its best judgment and efforts. It is understood and
acknowledged by the parties that the value of PFS’s advice is not measurable in
a quantitative manner and PFS shall be obligated to render advice, upon the
request of the Company, in good faith, as shall be determined by
PFS.  PFS duties may include, but will not necessarily be limited
to:

      


      
        	
                ·  

              	
                Introduction
      to capital markets, investors interested in investments in the
      Company.

              


      

      
        	
                ·  

              	
                The
      retail and institutional financial marketing services for the company or
      its divisions.

              


      

      
        	
                ·  

              	
                Introduction
      to sources for obtaining outside institutional
  support;

              


      

      
        	
                ·  

              	
                Introductions
      to corporate organization, personnel or needed specialty
      skills;

              


      

      
        	
                ·  

              	
                Syndication
      through investment associations, broker-dealers and/or institutional
      investor contacts or other
introductions;

              


      

      
        	
                ·  

              	
                Periodic
      reporting as to developments concerning the general financial markets,
      which may be of interest or concern to the Client or the Client’s
      business.

              


      

      


      The
Company further acknowledges that PFS and its affiliates are in the business of
providing introductions and financial marketing services (of all types
contemplated by this agreement) to others. Nothing herein contained shall be
construed to limit or restrict PFS or its affiliates in conducting such business
with respect to others or in rendering such advice to others.

      


      
        	
                B.  

              	
                Compensation

              


      

      


      In consideration of such services
described herein, the Company agrees to:

       

      

        
          	 
      	
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                1.  

              	
                TRANSACTION
      FEES

              


      

       PFS
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
PFS according to the following.

      


      Equity
Transaction Fees due shall be based upon the net value of the consideration,
securities, property, business, asset or other value given, paid, transferred or
contributed by, or to the Client, and shall be equal to Ten percent (10%) of the
first Five Million Dollars ($5,000,000.00) of such net value, Five percent 5%)
of the second Five Million Dollars ($5,000,000.00), and one percent (1%) of all
of the remaining net value.  Unless otherwise mutually agreed upon in
writing prior to the closing of any Business Opportunity, the Transaction Fee
shall be paid in cash in full at the closing and funding of the
transaction.

      


      Debt
Transaction Fees due shall be based upon the net value of the consideration,
securities, property, business, asset or other value given, paid, transferred or
contributed by, or to the Client, and shall be equal to Two percent (1%) cash
and (1%) stock for a total of (2%) of the first Five Million Dollars
($5,000,000.00) of such net value, one percent (1%) ( 1⁄2 %) cash and (1⁄2 %) stock
of all of the remaining net value.  Unless otherwise mutually agreed
upon in writing prior to the closing of any Business Opportunity, the
Transaction Fee shall be paid in cash and stock in full at the closing and
funding of the transaction.

      


      The
parties agree and acknowledge that Client shall have sole discretion to
negotiate and determine the compensation it pays to all parties up to 10% in
connection with a Business Opportunity and that PFS shall not be authorized or
entitled to negotiate, communicate or make any representation on Client's behalf
without Client's prior consent.

      


      
        	
                2.  

              	
                MONTHLY
      SERVICE FEES

              


      

      


      Transactions
fees shall be defined in general as the above, however they may include other
services to be determined at a later date.  In accordance with PFS
financial marketing, public relations services, technical writing services that
are billed at a rate of $-0- per month, in cash or $-0- free trading stock,
payable on the first of each month proceeding service
rendered  for  a minimum of -0- hours per month additional
hours will be billed at a rate of $0.00 per hour. Outside services will be
billed at a cost plus 10% basis. All additional services will be approved by
client prior to incurring cost. Client will reimburse all expenses incurred by
PFS at time of presentation of documentation. Client prior to incurring expense
will approve all expenses over $250.00 USD.

      


       (i) Pay PFS a monthly
fee of $-0-in cash or $-0- in shares of stock which shall be payable upon the
execution of this letter, and monthly thereafter for the remaining period of the
contract, as described in Fee Definitions below.

      


      (ii) Issue to PFS, or its
designee(s), ____50,000______newly
issued 144 restricted shares to be held by PFS or its designee(s) as long-term
investments, and

      


       

      

        
          	 
      	
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      ANTI-DILUTION
PROVISIONS.

      


              (a)
ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time subdivide its
outstanding shares of Common Stock by recapitalization, reclassification or
split-up thereof, or if the Company shall declare a stock dividend or distribute
shares of Common Stock to its stockholders, the number of Option Shares then
subject to the Options/Warrants immediately prior to such subdivision shall be
proportionately increased and the Exercise Price shall be proportionately
decreased; and if the Company shall at any time combine the outstanding shares
of Common Stock by recapitalization, reclassification or combination thereof,
the number of Option Shares then subject to the Options/Warrants immediately
prior to such combination shall be proportionately decreased and the exercise
price shall be proportionately increased. Any such adjustments pursuant to this
Section 6(a) shall be effective at the close of business on the effective date
of such subdivision or combination or if any adjustment is the result of a stock
dividend or distribution then the effective date for such adjustment based
thereon shall be the record date therefore.

      


              (b)
ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case of any
reorganization of the Company or in case the Company shall consolidate with or
merge into another corporation or convey all or substantially all of its assets
to another corporation, then, and in each such case, Optionee upon the exercise
of the Options/Warrants at any time after the consummation of such
reorganization, consolidation, merger or conveyance, shall be entitled to
receive, in lieu of the Option Shares issuable upon the exercise of the
Options/Warrants prior to such consummation, the securities or property to which
the Optionee would have been entitled upon such consummation if the Optionee had
exercised the Options/Warrants immediately prior thereto; in each such case, the
terms of the Options/Warrants shall be applicable to the securities or property
receivable upon the exercise of the Options/Warrants after such
consummation.

      


      


      C.           Corporate
Finance

      


      For purposes of this agreement, the
term “Financing Transaction” means any financial investment into the Company in
any form of (i) debt, including traditional bank, insurance company or finance
company or other investor loans or lines; bonds, debentures, convertibles,
notes, or hybrid debts, and mezzanine/bridge loans or lines, or (ii) equity,
including common stock, preferred stock, convertibles, private equity lines,
PIPES, partnership interests, memberships, equity swaps, or other “ownership”
stakes, or (iii) other non-traditional financing including, but not limited to,
royalty agreements, revenue sharing participations, joint venture investments,
licensing fees or agreements, and others.

      


      If PFS or any of its affiliates
introduces the Company to an outside independent party or
entity during the term of this agreement, and as a result of such introduction,
a financing transaction is consummated during the term of this agreement, or
during the 12 month period following the term of this agreement, the Company
shall pay PFS or its designee(s) upon the consummation of such financing
transaction, a finders fee, as stated in section “B” Transaction fees on the
gross proceeds raised in such transaction.

       

      

        
          	 
      	
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      D.           M & A
Transactions

      


      For purposes of this agreement, the
term “M & A Transactions” means (i) any merger, consolidation,
reorganization or other business combination pursuant to which the businesses of
a third party are combined with that of the Company, (ii) the acquisition,
directly or indirectly, by the Company of all or a substantial portion of the
assets or common equity of a third party by way of negotiated purchase or
otherwise or (iii) the acquisition, directly or indirectly, by a third party of
all or a substantial portion of the assets or common equity of the Company by
way of negotiated purchase or otherwise.

      


      In connection with a proposed M & A
Transaction, our marketing services will include the following: (i) assistance
in the evaluation of a third party from a financial point of view, (ii)
assistance and advice with respect to the form and structure of the transaction
and the financing thereof, (iii) conducting discussions and negotiations
regarding a transaction and (iv) providing other related advice and assistance
as the Company may reasonably request in connection with an M & A
Transaction.  PFS will only advise on transactions in which PFS has
introduced a third party to the Company or as requested in writing by the
Company.  Any fees for services, as described herein, shall be limited
to only those transactions in which PFS has introduced a party to the Company or
a written request has been delivered to PFS by the Company to help facilitate
transaction.

      


      For purpose of this agreement,
“Consideration” means the aggregate value, whether in cash, securities,
assumption (or purchase subject to) of 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 an M
& A Transaction. The value of such Consideration shall be determined as
follows:

      


      
        	
                 
      

              	
                (a)

              	
                The
      value of securities, liabilities, obligations, property and services shall
      be the fair market value as we shall mutually agree upon at the date of
      the closing of the Transaction; and

              


      

      (b)           The
value of indebtedness, including indebtedness assumed, shall be the face
amount.

      


      If the Consideration payable in a
transaction includes contingent payments to be calculated by reference to
uncertain future occurrences, such as future financial or business performance,
then any fees to us, relating to such Consideration shall be payable at the time
of the receipt of such Consideration.

      


      In connection with our services, we
agree that the seller pays transactions fees, during the term of this agreement
or, within one year thereafter, an M & A Transaction is consummated with a
third party introduced by us, or the Company enters into a definitive agreement
with a third party introduced by us which, at anytime thereafter results in a
transaction, you will pay PFS a transaction fee equal to five percent (5%) of
the Consideration; provided
however, if the Company (directly or through a third party) procures the
other party to the transaction without the direct or indirect introduction by
us, the Company shall pay PFS a fee equal to one percent (1%) of Consideration,
with a minimum payment of Twenty Five Thousand ($25,000) Dollars, but only in the event we
provide marketing services to the Company in connection with the proposed
transaction.  The Company must have requested such marketing services
in writing to PFS.  If we do not provide any services to a third party
transaction as described above, the Company will not be liable for any fees to
PFS.

       

      

        
          	 
      	
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                E.  

              	
                Syndication
      Services

              


      

      


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

      


      1)
National Investment Bankers Assoc. (“NIBA”),

      2)
Financial Services Exchange (“FSX”),

      3)
Southern California Investment Assoc. (“SCIA”),

      4) New
York Discovery Expo,

      5) Las
Vegas Money Show, and others;

      


      Each
association represents substantial numbers of industry contacts, institutions,
brokers, analysts and investors.  We 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, we shall make introductions of the
Company to our 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 herein this section, will typically incur
additional fees, costs and/or expenses to the Company, at the option of the
Company, for participation in such events, or to engage services from outside
vendors introduced by us.  Compensation under this Agreement is for
our 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 contemplated, 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 PFS by the Company.

      


      
        	
                F.  

              	
                General

              


      

      


      The services to be provided by PFS
and/or its affiliates hereunder, do not include the giving of tax, legal,
regulatory, actuarial or other specialist advice or the provision of any other
services unless we specifically agree in writing to provide such services. PFS
will have no liability in respect of any services or advice provided to the
Company by persons other than PFS affiliates (including accountants, legal
advisers and other specialist advisers) and the degree to which we may rely on
the work of such other persons shall not bc affected by any limitation of
liability for such work agreed between them and the Company.

      


      PFS and/or its affiliates will not be
held responsible or liable for any due diligence for the Company in relation to
any transaction (whether in terms of nature, extent, adequacy or performance).
In particular, we will not have any responsibility for due diligence which would
normally be carried out by specialist advisers (such as accountancy, tax, legal
or valuation advisers) notwithstanding that any information or advice from these
advisers may be passed on to us or passed on by us to the Company. It is solely
the Company's responsibility to ensure that the information and advice relating
to such due diligence is received and considered by the Company and is adequate
for the purposes of the transaction.

       

      

        
          	 
      	
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      Notwithstanding that PFS and/or its
affiliates are not held responsible or liable for due diligence, we reserve the
right at our absolute discretion and for our own purposes to take whatever steps
we may consider appropriate to satisfy ourselves as to the accuracy and
completeness of any public documents issued in connection with any transaction
and the Company agrees to co-operate fully with us in the taking of such steps.
If we think it necessary or desirable, we may delegate the performance of any of
the services set out in this letter to any of our affiliated
parties.

      


      
        	
                G.  

              	
                Indemnity

              


      

      


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

      


      This letter, including Schedule A and
Exhibit A, constitutes the entire understanding of the parties with respect to
the subject matter hereof and may not be altered or amended except in a writing
signed by both parties. This agreement shall be governed by and construed under
the laws of the State of Arizona without regard to principles of conflicts of
law thereof. Neither the execution and delivery of this letter 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, along with a check made
payable to Premier Funding & Financial Marketing Service LLC. and securities
registered as requested, and in the appropriate amounts, as per the terms of
this letter.

      


      Premier
Funding & Financial Marketing Services LLC.

      


      


      By: _____________________________                                                               

             Kelly M.
Black, President

      ACCEPTED
AND AGREED TO

      


      This ___
day of January

      


      By:                                                                

      Name /
Title.          John
Rossi

      Garb Oil & Power
Corporation

      1588 S. Main St. #200

          
                           SLC,
UT 84115

       

      

        
          	 
      	
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      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 PFS, 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 PFS
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 PFS 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 however, 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 PFS, 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 PFS or any Indemnified
Party is an actual or potential party to such Proceeding), unless such
settlement; compromise or consent includes an unconditional release of PFS and
each other Indemnified Party hereunder from all liability arising out of such
Proceeding. In addition, PFS 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 PFS 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 PFS with respect to PFS’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 PFS is engaged to render financial marketing
services bears to (ii) the fees paid to PFS 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 PFS
pursuant to such engagement (excluding amounts received by PFS as reimbursement
of expenses).

      


      The indemnity, reimbursement,
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 Securities Exchange Act of 1934, as amended) any party hereto,
(iii) any termination or the completion or expiration of this letter or PFS’s
engagement and (iv) whether or not PFS shall, or shall not be called upon to,
render any formal or informal advice in the course of such
engagement.

       

      

        
          	 
      	
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