ex42q033110.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

     

    

     

    Memorandum
of understanding

     

     

    Dated: 
January 15, 2010

     

    RECITAL:

     

    1. 
The parties involved in this legal and binding Memorandum of
Understanding between Garb-Oil and Power Corporation (Garb) and LeRoy
Jackson (LWJJ who are know as the parties.

     

    2. 
For the $5000.00 invested by LeRoy Jackson (LWJ to Garb Oil and Power
Corporation (Garb) then (Garb) will provide 50,000 shares of Garb-Oil and Power
Corporation common stock.  This common stock will be converted into Class B
Preferred Shares as soon as they are issued, pending SEC approval.  The
Shares will have 10:1 voting rights and 10:1 conversion rights with a par value
of $5.00 per share.

     

    3. 
It is agreed between the parties that the $5000.00 invested will be utilized in
the following Manner:  LWJ requires that the $5,000.00 shall NOT be used to
pay past due bills of Garb or any General Office Expenses, such as rent, phone,
credit card debt, payroll or any other general office expenses.  LWJ DOES
required that the money be used EXCLUSIVELY for expenses relating to Garbs
travel and business expenses that occur by Garb to meet with potential customers
for the purpose of signing agreements and contracts relating to Garbs bringing
buyers and sellers together.  To enforce this stipulation LWJ requires
copies of receipts, such as air travel, lodging and food wile going and coming
from Garb's appointment, such as to Abu Dhabi, Chile, Italy, United States and
ect.  At such time as these receipts add up to the $5,000.00, this use of
this agreement will have been accomplished.

     

    4. 
The conditions and agreements made in this MOU shall remain in force and effect
until all of the $5,000.00 have been used for the purpose as set forth
above or until Garb has successfully negotiated the business transaction and
obtained a fee for Garb's services by bringing the potential buyer and seller
together and Garb has earned Garb's initial fee.

     

    SECURITY:

     

    1. 
The parties agree to the following:  If this agreement is not abided by,
then the Officers and Directors will return the $5,000.00 investment to LWJ with
an added penalty of $2,000.00.  Any stock given in this agreement will be
retained by LWJ and forfeited by Garb.

     

    2. 
LWJ requires evidence of the Commitment made by a recent potential Investor who
has agreed to loan or purchase stock equity position.  Garb has agreed to
provide LWJ information as to this commitment by giving this potential investor
name, address and the amount committed.  Such information shall be
confidential and LWJ will not disclose this information to any other
party.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

     

     

     

    GENERAL
PROVISIONS

     

    1. 
Reference here is made to a prior loan agreement between Rodaric Group and
Garb.  The Conventional Loan Document (Promissory Note) dated October 7,
2005 and the First Amendment dated April 6, 2009 shall remain in full force and
effect and does not relate to this Memorandum of Understanding.

     

    2. 
Terms and conditions of this MOU cannot be changed unless a written and
signed  documents outlines any such changes.

     

    Salt Lake
City, Utah

    January
15, 2010

     

     

    __________________________________           _________________________________

    John
Rossi -
CEO                                                
          LeRoy
Jackson,

    Garb-Oil
and Power
Corporation                                 Individual