The LOI specifies that it is a non-binding letter

The LOI specifies that it is a non-binding letter of intent, and not an agreement of sale. However, it specifies the terms pursuant to which Garb seeks to acquire the Business and the Property from Mr. and Mrs. O'Leary (collectively, the "Sellers").

Pursuant to the LOI, Garb has proposed to purchase the Business and the Property for an aggregate purchase price of $8,275,000, broken out as follows: $3,750,000 would be for the Property on which the Business is located, and $4,525,000 would be for 100% ownership of the Business.

The offer to purchase the Business and the Property are subject to certain conditions, including but not limited to:

• The offer is to be considered all or nothing that is, Garb is interested in buying the Property and the Business and will only purchase the Property and Business combined;


• The offer is subject to due diligence, which Garb estimates will finish by February 15, 2013, with full confirmation of reported events;


• Confirmation by means of Sellers' representations and Garb's due diligence investigation that there are no actions, complaints, filings or other legal or non-legal procedures initiated or known to be initiated regarding any dumping, spilling, misuse or improper handling of hazardous materials as the business or on the property;


• Title reports and surveys being provided to Garb;


• The offer is also subject to audit of O'Leary Enterprise Inc., for the 2012, 2011, and 2010 financial years and 2013 updated financials, with the understanding that the audit will be carried out by auditors selected and fully paid by Garb, with the offer also being subject to Auditors' approval of audited entries; and


• Confirmation by means of Sellers' representations and Garb's due diligence investigation that all licenses relating to the permissions to trade, if any, are valid in force and up to date and that such licenses are transferrable with the sale of the assets of the business.

The Parties anticipate that the proposed acquisition is to be completed by no later than close of business February 28, 2013. If, however, both parties do not close a Definitive Agreement of Sale by January 31, 2013, time being of the essence, either Garb or the Sellers will have the right to cancel the LOI and the acquisition will be considered null, void and terminated by both sides.

About the Company: Garb Oil & Power Corporation (Garb) was founded in 1972. The Company is a pioneer in the recycling and waste industries. The Company's founder invented, patented and produced the first shredder in the world designed specifically for shredding tires. This shredder revolutionized the waste tire world. This tradition for innovation, now stemming over 40 years, is a key founding principle upon which Garb thrives. The Company continues to infuse this same tradition of enthusiasm and innovation into its operations, and the Company's founder's trademark commitment to breaking new ground will carry on into the future. The new industries of Waste Rubber, Electronic Waste (E-waste) and Waste-to-Energy are the new areas upon which Garb is currently focusing its innovative spirit. Management believes that the integration of Garb's ClosedCycle™ principle and the attainment of a NoWaste™ process in these industries, is essential for Earth in the 21 ^st century.