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.

<PAGE>

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


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