ex10-3.htm

Exhibit
    10.3
    COMMERCIAL
      LEASE

    


    Preamble
      – Parties and Premises  Bullet Concrete Materials. Inc.
“Lessor,” hereby leases to Texoga Technologies Corporation, referred to in this
      lease as “Lessee,” those certain premises, referred to as “the Premises,” the
      following described real property in Montgomery County, Texas to
      wit:

    


    The
      North
      40 feet in lot 10 and lot 21, all of lot 11 and 22, Block 4, the North 90 feet
      of never opened Berry Street lying between Block 4 and Block 8, the North 20
      feet of Lot 9 and Lot 20, all of lot 10, 11, 21, and 22, Block 8 and the North
      120 feet of never opened Lee Street lying between Block 8 and Block 12 all
      situated in the Townsite of Tamina, Montgomery County, Texas according to the
      Map thereof recorded in the Montgomery County Deed Records in Volume 34 page
      281
      and 282, containing 1.157 acres of land, more or less (copy of plat
      attached)

    


    Reservation  This
      lease is made on the above described property subject to Lessor’s and its
      successors and assigns reservation and retention of a right-of-way, servitude
      and easement fifty (50) feet in width for the location, construction,
      reconstruction, repairs, operation, inspection and maintenance of railroad
      facilities now or in the future which Lessor and/or its successors and assigns
      may desire.

    Lessee
      agrees not to construct any
      structure on the leased premises without the express written consent of the
      Lessor.

    Lessor
      reserves the right to furnish
      ready mix concrete poured on the leased premises.

    


    Term  The
      term of this lease shall be for the period of 48 months commencing on the 1st
      of
      May 2007, and ending at 12:01 a.m. 48 months later, unless sooner terminated
      as
      herein provided.

    


    Rent  Lessee
      agrees to pay to Lessor as rent for the use and occupancy of the premises the
      sum of money reflected in the rental schedule that follows on the 1st day of
      every month
      commencing with May 1, 2007, at the office of Lessor or such other place as
      Lessor may designate by written notice given to Lessee.

    


    Rental
      Schedule

    


    
      	
              Commencing
                on May 1, 2007

            	 	
              $2,620.80
                / month

            
	
              Commencing
                on May 1, 2008

            	 	
              $2,725.63
                / month

            
	
              Commencing
                on May 1, 2009

            	 	
              $2,834.65
                / month

            
	
              Commencing
                on May 1, 2010

            	 	
              $2,948.04
                / month

            


    

    


    It
      is
      agreed that this real property shall be used to construct an electricity
      generating machine no more than one (1) 30,000 gallon storage
      tank.  If Lessee should need to construct additional storage tanks on
      the property, it should notify Lessor of its intent and begin to pay additional
      rent in the amount of $500.00 per month, per tank with a 4% per year increase
      in
      rental each year.  The increase beginning on the 1st day of
      the month
      in which construction of each additional tank begins.  Access to the
      leased property shall be across
      Lots 10 and 12, Block 12, Townsite of Tamina and Lots 12 and 13, Shady Meadows,
      Section 1, subdivision leased to Texoga Technologies
      Corporation.


    
      
        
        

      

      
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    Special  Lessee
      agrees to fully comply with any permitting or registration required by Local,
      State and Federal Regulations for the proposed operation, and to furnish Lessor
      with a copy of same.  Lessee agrees to provide to Lessor a written
      spill prevention and response plan to the Lessor within 20 days of the start
      of
      this lease.  Lessee agrees to provide security fencing and spill
      barriers sufficient to insure that any spill will be contained on the leased
      premises.  If any spilled or discharged material, caused by Lessee,
      shall leave the leased premises and encroach on adjacent land this lease shall
      terminate effective on the last day of the month that such encroachment occurs
      notwithstanding any other provision contained in this lease.  Lessee
      shall furnish soil test reports made on leased premises to Lessor.

    


    Utilities  Any
      cost to prepare the electrical service for use by the Lessee shall be at the
      sole cost of the Lessee.  Any cost of replacing lamps or ballasts or
      disconnects or wiring shall be at the sole cost of the Lessee.  All
      electrical services shall be maintained according to all applicable
      codes.

    


    Hold
      Over  Should Lessee hold over and continue in possession of
      the premises after expiration of the term of this lease or any extension
      thereof, Lessee’s continued occupancy of the premises shall be considered a
      month-to-month tenancy subject to all the terms and conditions of this
      lease.

    


    Use
      of Premises  The premises shall be used for generating
      electricity by Lessee and for not other use or uses without the express written
      consent of Lessor.

    


    Prohibited
      Uses  Lessee shall not commit or permit the commission of any
      acts on the premises nor use or permit the use of the premises in any way
      that:

    


    
      	
               

            	
              a)

            	
              will
                increase the existing rates for or cause cancellation of any fire,
                casualty, or liability policy insuring the
                premises.

            


    

    
      	
               

            	
              b)

            	
              violates
                or conflicts with any law, statute, ordinance, or governmental rule
                or
                regulation, whether now in force or hereinafter enacted, governing
                the
                premises.

            


    

    
      	
               

            	
              c)

            	
              obstructs
                or interferes with the rights of other tenants or occupants on site
                where
                the premises are located or injures or annoys them;
                or

            


    

    
      	
               

            	
              d)

            	
              constitutes
                the commission of waste on the premises or the commission or maintenance
                of a nuisance; or

            


    

    
      	
               

            	
              e)

            	
              violates
                any environmental rule, regulation, or law, or results in the
                contamination of the leased premises or any land surrounding or near
                to
                the leased premises by the discharge, intentional placement or spillage
                of
                material which Lessee may allow, permit, or suffer to be present
                on the
                lease premises; or

            


    

    
      	
               

            	
              f)

            	
              creates
                a noise level outside of the perimeter of the leased property greater
                than
                85 decibels in any 8-hour weighted average in accordance with OSHA
                Safety
                and Health Standard (29 CFR 1910.95);
                or

            


    


    
      
        
        

      

      
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              g)

            	
              blows
                air or exhaust fumes onto or  across land adjacent to the leased
                premises.

            


    

    


    Alterations  Lessee
      shall not make or permit any other person to make any major alterations to
      the
      premises without the prior written consent of Lessor.  Should Lessor
      consent to the making of any alternations to the premises by Lessee, the
      alterations shall be made at the sole cost and expense of Lessee by a contractor
      or other person selected by Lessee and approved in writing before work commences
      by Lessor.  Any and all alterations, additions, or improvements made
      to the premises shall on expiration or sooner termination of this lease, become
      the property of Lessor and remain on the premises; provided, however, that
      on
      expiration or sooner termination of this lease and written demand being given
      by
      Lessor, Lessee shall at Lessee’s sole cost and expense remove all alterations,
      additions, and improvements made to the premises by Lessee and pay all costs
      of
      repairing any damages to the premises caused by their removal.

    


    Maintenance
      and Repairs  Lessee admits, by entering into possession under
      this lease, that the premises are now in a condition satisfactory to
      Lessee.  Lessee at all times during the term of this lease and any
      renewal or extension thereof, maintain, at Lessee’s sole cost and expense, the
      premises, and every part of the premises, in a good, clean, and safe condition,
      and shall on expiration or sooner termination of this lease surrender the
      premises to Lessor in as good condition and repair as they are in on the date
      of
      this lease, reasonable wear and tear and damage by the elements
      excepted.  Lessee hereby waives any right to make repairs to the
      premises at the expense of Lessor as provided by any law or statute now or
      hereafter enacted.

    


    Inspection
      by Lessor  Lessee shall permit Lessor or Lessor’s agents,
      representatives, or employees to enter the premises at all reasonable times
      for
      the purpose of inspecting the premises to determine whether Lessee is complying
      with the terms of this lease and for the purpose of doing other lawful acts
      that
      may be necessary to protect Lessor’s interest in the premises under this
      lease.

    


    Personal
      Property Taxes  Lessee shall pay before they become
      delinquent all taxes, assessments, or other charges levied or imposed by any
      governmental entity on the furniture, trade fixtures, appliances, and other
      personal property placed by Lessee in, on, or about the premises including,
      without limiting the generality of the other terms used in this section, any
      shelves, counters, vaults, vault doors, wall safes, partitions, fixtures,
      machinery, plant equipment, office equipment, television or radio antennas,
      or
      communication equipment brought on the premises by Lessee.

    


    Real
      Property Taxes  All real property taxes at the present
      valuation and/or rate will be paid by Lessor.  All increases in Real
      Property Taxes after the start date of this lease, shall be paid by Lessee
      to
      the Lessor after written notices to Lessee by Lessor.

    


    Destruction
      of Premises  Should the premises or the Building of which
      they are a part be damaged or destroyed by any cause  not the fault of
      Lessee, Lessor or Lessee shall have the option to repair the premises, or to
      cancel the lease without damages to either Lessee or Lessor.


    
      
        
        

      

      
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    Condemnation
      of Premises  Should all or any part of the premised be taken
      by any public or quasi-public agency or entity under the power of eminent domain
      during the term of this lease:

    


    
      	
               

            	
              a)

            	
              either
                Lessor or Lessee may terminate this lease by giving the other 30
                days
                written notice of termination; provided, however, that Lessee cannot
                terminate this lease unless the portion of the premises taken by
                eminent
                domain is so extensive as to render the remainder of the premises
                useless
                for the uses permitted by this
                lease;

            


    

    
      	
               

            	
              b)

            	
              any
                and all damages and compensation awarded or paid because of the taking,
                except for amounts paid Lessee for moving expenses or for damage
                to any
                personal property or trade fixtures owned by Lessee, shall belong
                to
                Lessor, and Lessee shall have no claim against Lessor or the entity
                exercising eminent domain power for the value of the unexpired term
                of
                this lease;

            


    

    
      	
               

            	
              c)

            	
              should
                only a portion of the premises be taken by eminent domain and neither
                Lessor nor Lessee terminates this lease, the rent thereafter payable
                under
                this lease shall be reduced by the same percentage that the floor
                area of
                the portion taken by eminent domain bears to the floor area of the
                entire
                premises; and

            


    

    


    No
      Assignment or Subleasing  Lessee shall not encumber, assign,
      or otherwise transfer this lease, any right or interest in this lease, or any
      right or interest in the premises without the prior express written consent
      of
      Lessor.  Neither shall Lessee sublet the premises or any part thereof
      or allow any other persons, other than Lessee’s agents and servants, to occupy
      or use the premises or any part thereof without the prior written consent of
      Lessor.

    


    Indemnity  Lessee
      shall indemnify and hold Lessor and the property of Lessor, including the
      premises, free and harmless from any and all liability, claims, loss, damages
      or
      expenses, including counsel fees and costs, arising by reason of the death
      or
      injury of any person, including Lessee or any person who is an employee or
      agent
      of Lessee, or by reason of damage to or destruction of any property, including
      property owned by Lessee or any person who is an employee or agent of Lessee,
      caused or allegedly caused by:

    


    
      	
               

            	
              a)

            	
              any
                cause whatsoever while such person or property is in or on the premises
                or
                in any way connected with the premises or with any personal property
                on
                the premises;

            


    

    
      	
               

            	
              b)

            	
              some
                condition of the premises;

            


    

    
      	
               

            	
              c)

            	
              some
                act or omission on the premises of Lessee or any person in, on, or
                about
                the premises with the permission of Lessee;
                or

            


    

    
      	
               

            	
              d)

            	
              any
                matter connected with Lessee’s occupation and use of the
                premises.

            


    

    


    
      
        
        

      

      
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    Liability
      Insurance  Lessee shall, at its own cost and expense, secure
      within 10 days and maintain during the entire term of this lease and any
      renewals or extensions of such term a broad form comprehensive coverage policy
      of public liability insurance issued by an insurance company acceptable to
      Lessor and insuring Lessor against loss or liability caused
      by
      or connected with Lessee’s occupation and use of the premises under this lease
      in amounts not less than:


    


    
      	
               

            	
              a)

            	
              $1,000,000
                for injury to or death of one person and, subject to such limitation
                for
                the injury or death of one person, of not less than $2,000,000 for
                injury
                to or death of two or more persons as a result of any one accident
                or
                incident; and

            


    

    
      	
               

            	
              b)

            	
              $50,000
                for damage to or destruction of any property of
                others.

            


    

    
      	
               

            	
              c)

            	
              Environmental
                insurance in the amount of
                $2,000,000.

            


    

    


    Trade
      Fixtures  Any trade fixtures, equipment, inventory, or
      supplies that are not removed from the leased premises by Lessee 60 days after
      this lease’s expiration or sooner termination, regardless of cause, shall be
      deemed abandoned by Lessee and shall automatically become the property of Lessor
      as owner of the real property.  This is not intended to be a penalty
      provision, but rather a provision to hasten Lessor’s access to and renewal
      possession of its premises upon the termination of this lease to which Lessee
      agrees.

    


    Acts
      Constituting Breaches by Lessee  Lessee shall be guilty of a
      material default and breach of this lease should:

    


    
      	
               

            	
              a)

            	
              any
                rent be unpaid when due and remain unpaid for 15 days after written
                notice
                to pay such rent or surrender possession of the premises has been
                given to
                Lessee by Lessor:

            


    

    
      	
               

            	
              b)

            	
              Lessee
                default in the performance of or breach any provision, covenant,
                or
                condition, or condition of this lease other than one for the payment
                of
                rent and such default or breach is not cured within 15 days after
                written
                notice thereof is given by Lessor to
                Lessee:

            


    

    
      	
               

            	
              c)

            	
              Lessee
                breach this lease and abandon the premises before expiration of the
                term
                of this lease;

            


    

    
      	
               

            	
              d)

            	
              a
                receiver be appointed to take possession of all or substantially
                all of
                Lessee’s property and not be discharged within 20 days after his or her
                appointment;

            


    

    
      	
               

            	
              e)

            	
              Lessee
                make a general assignment for the benefit of creditors;
                or

            


    

    
      	
               

            	
              f)

            	
              execution
                or attachment be levied on all or substantially all of Lessee’s property
                and assets and not be discharged within 20
                days.

            


    

    


    Lessor’s
      Remedies for Lessee’s Default  Should Lessee be guilty of a
      material default and breach of this lease as defined in this lease, Lessor,
      in
      addition to any other remedies given Lessor by law or equity, may:

    


    
      	
            	
              a)

            	
              continue
                this lease in effect by not terminating Lessee’s right to possession of
                the premises and thereby be entitled enforce all Lessor’s right to recover
                the rent specified in this lease as it becomes due under this
                lease;

            


    

    
      	
            	
              b)

            	
              terminate
                Lessee’s right to possession of the premises, thereby terminating this
                lease, and recover from Lessee:

            


    


    
      
        
        

      

      
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              1)

            	
              the
                worth at the time of award of the unpaid rent which had been earned
                at the
                time of the termination of the
                lease;

            


    

    
      	
               

            	
              2)

            	
              the
                worth at the time of award of the amount by which the unpaid rent
                which
                would have been earned after termination of the lease until the time
                of
                award exceeds the amount of rental loss that Lessee proves could
                have been
                reasonably avoided;

            


    

    
      	
               

            	
              3)

            	
              the
                worth at the time of award of the amount by which the unpaid rent
                for the
                balance of the term of award exceeds the amount of rental loss that
                Lessee
                proves could be reasonably avoided;
                and

            


    

    
      	
               

            	
              4)

            	
              any
                other amount necessary to compensate Lessor for all detriment
                approximately caused by Lessee’s failure to perform Lessee’s obligations
                under this lease.

            


    

    
      	
               

            	
              c)

            	
              in
                lieu of, or in addition to, bringing an action for any or all of
                the
                recoveries described in this lease, bring an action to recover and
                regain
                possession of the premises in the manner provided by the laws of
                Texas.

            


    

    


    Waiver
      of Breach  The waiver by Lessor of any breach by Lessee of
      any of the provisions if this lease shall not constitute a continuing waiver
      or
      a waiver of any subsequent breach by Lessee either of the same or another
      provision of this lease.

    


    Force
      Majeure – Unavoidable Delays  Should the performance of any
      act required by this lease to be performed by either Lessor or Lessee be
      prevented or delayed by reason of an act of God, strike, lockout, labor
      troubles, inability to secure materials, restrictive governmental laws or
      regulations, or any other cause, except financial inability, not the fault
      of
      the party required to perform the act, the time for performance of the act
      will
      be extended for a period equivalent to the period of delay and performance
      of
      the act during the period of delay will be excused; provided, however, that
      nothing contained in this section shall excuse the prompt payment of rent by
      Lessee as required by this lease or the performance of any act rendered
      difficult solely because of the financial condition of the party, Lessor or
      Lessee, required to perform the act.

    


    Attorneys’
      Fees  Should any litigation or arbitration be commenced
      between the parties to this lease concerning the premises, this lease, or the
      rights and duties of either in relation thereto, the party, Lessor or Lessee,
      prevailing in such litigation or arbitration shall be entitled, in addition
      to
      such other relief as may be granted, to a reasonable sum for its attorneys
      fees.

    


    Notices  Except
      as otherwise expressly provided by law, any and all notices or other
      communications required or permitted by this lease or by law to be served on
      or
      given to either party hereto by the other party hereto shall be in writing
      and
      shall be deemed duly served and given when personally delivered to (any member
      of) the party to whom they are directed, or in lieu of such personal service
      when deposited in the United States mail, first-class postage prepaid, addressed
      to Lessee at 10003 Woodloch Forest Drive, Suite 900, The Woodlands, Texas 77380
      or to Lessor at 9393 Broadway, Conroe, Texas 77385.  Either party,
      Lessee or Lessor, may change his address for the purpose of this section by
      giving written notice of such change to the other party in the manner provided
      in this section.


    
      
        
        

      

      
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    Binding
      on Heirs and Successors  This lease shall be binding on and
      shall inure to the benefit of the heirs, executors, administrators, successors,
      and assigns of the parties hereto, Lessor and Lessee, but nothing in this
      section contained shall be construed as a consent by Lessor to any assignment
      of
      this lease or any interest therein by Lessee.

    


    Partial
      Invalidity  Should any provision of this lease be held by a
      court of competent jurisdiction to be either invalid, void or unenforceable,
      the
      remaining provisions of this lease shall remain in full force and effect
      unimpaired by the holding.

    


    Sole
      and Only Agreement  This instrument constitutes the sole and
      only agreement between Lessor and Lessee respecting the premises, the leasing
      of
      the premises to Lessee, or the lease term herein specified, and correctly sets
      forth the obligations of Lessor and Lessee to each other as of its
      date.  Any agreements or representations respecting the premises or
      their leasing by Lessor to Lessee not expressly set forth in this instrument
      are
      void.

    


    Time
      of Essence  Time is expressly declared to be the essence of
      this lease.

    


    EXECUTED
      on April 27, 2007 at The Woodlands, Texas.

    


    LESSOR

    Bullet
      Concrete Materials, Inc.

    


    


    


    By: /s/
      Harold Denton, Jr.

    Harold
      Denton, Jr., President

    


    LESSEE

    Texoga
      Technologies Corporation

    


    


    


    
      By: /s/
        Steven S. McGuire
Steven
      S.
      McGuire, Chief Executive Officer

    


    



    
      
        
        

      

      
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