EXTENSION AGREEMENT: GIANT TIRE RECYCLERS, INC.


                               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.

         D.  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
Exhibit 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 (520)  623-3360 with a hard copy sent by first
class mail to 2419 N.  Geronimo  Ave.  Apt. B,  Tucson,  AZ 85705.  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/ John C. Brewer
                                        ---------------------------
                                        Its President

                           GTR:         GIANT TIRE RECYCLERS, INC.


                                        By /s/ Herbert Kuglmeier
                                        ---------------------------
                                        Its President