Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.2






COMMERCIAL LEASE

THIS LEASE, made on the 1st day of April, 2004, by and between
Tony Katsamakis and Julie Katsamakis, property owners, (hereinafter referred to
as "Landlord"), and CarBiz Auto Credit Inc., a Florida Corporation (hereinafter
referred to as "Tenant"), a wholly owned subsidiary of CarBiz USA Inc.:

1. PREMISES. The Landlord, for and in consideration of
  the rents, covenants, agreements, and stipulations hereinafter mentioned, does
  lease and rent, unto said Tenant, and said Tenant hereby agrees to lease and
  take upon the terms and conditions hereinafter mentioned, the property (hereinafter
  called "premises" or "demised premises"), located at 314 8th Avenue, West, Palmetto,
  Florida 34221, in the County of Manatee, State of Florida.

2. TERM. To have and to hold the premises for a term beginning
  on the 1st day of April, 2004, and ending on the 31st day
  of March, 2009, at midnight, unless renewed, extended, or sooner terminated
  as hereinafter provided.

3. RENTAL. On the commencement of the term, Tenant agrees
  to pay to Landlord, Promptly on the first day of each month, a monthly rental
  in the amount of Three Thousand Dollars ($3,000.00) .

Tenant agrees to pay Landlord, upon the signing of this Lease,
a Security deposit of Three Thousand Dollars ($3,000.00) to secure Tenant's
performance of all Tenant's obligations under this lease.

If Landlord's right to receive payment under this Lease is
disputed, or Tenant receives a request to change the payee, Tenant may not
withhold payments required under this Lease, and during the term of Lease,
unless notified by Landlord in writing (pursuant to paragraph XX) or unless
notified by law, all payments will be made to the Landlord, Tony and Julie
Katsamakis.

4. OPTION TO RENEW: Prior to the expiration of the Term
  of this lease, Landlord shall first offer to release the Premises to Tenant
  by delivering notice thereof to Tenant not less than one hundred eighty days
  (180) prior to the expiration of the Term, with the Fixed Rent during such renewal
  term to be equal to the then fair market rental value of the Premises, and otherwise
  on the same terms and conditions set forth herein. Following the receipt by
  Tenant of such notice, Landlord and Tenant shall negotiate in good faith to
  determine the fair market value of the Premises, and for a period of sixty (60)
  days following Tenant's receipt of such notice, Landlord shall not offer the
  Premises for let to any other party. In the event that Landlord and Tenant are
  unable to agree on the fair market value within sixty (60) days of Tenant's
  receipt of such notice, the right of first offer set forth in this Section
  shall be null and void and Landlord shall have the right to let the Premises,
  following the expiration of the Term.

5. LATE CHARGE. All rents are due on or before the first
  of the month. There are penalties for late payments. The late charge is computed
  at 12% annually after the tenth of each month that payment is delinquent.

6. TENANT'S USE. Tenant shall have the right to use
and/or occupy the Premises as a used car retail establishment, in accordance, to
the rules and regulations specified by the City of Palmetto's conditional use
permit.

7. RESPECTIVE OBLIGATIONS:

              
A. Tenant agrees that this is a triple net lease, and that Tenant accordingly
shall be responsible for all obligations which are normally imposed on the owner
of real estate with respect to the Premises which may accrue during the Term
including, without limitation, responsibility to pay the rent, monthly sales
tax, annual real estate taxes, and for all utilities, including gas, heat,
electric, water, and other public utilities furnished it or consumed by it, in
or upon the demised premises during the term hereof. Tenant will keep the
interior of the demised premises and appurtenances, including plate glass,
electrical wiring, plumbing, heating and air conditioning installations, and any
other system or equipment upon the Premises in good order and repair (excepting
reasonable wear and tear), and in a clean, safe and healthy condition (excepting
however, all repairs made necessary by reason of the happening of fire and other
unavoidable casualty normally covered by insurance) at its own cost and expense.
Tenant shall be responsible for all repairs required, excepting the roof,
exterior walls, structural foundations, and:




See Additional provisions paragraph 36 for further respective
obligations.

              
B. The Landlord shall, at its own cost and expense, maintain the exterior of the
building, the roof and structural members of the building of which the demised
premises form a part. Landlord shall keep the improvements on the Premises free
from water and sewage back-up or overflow with the exception of damage by fire,
casualty, war, or acts of God. However, if any of the aforementioned repairs are
made necessary by reason of Tenant's use and occupancy of the demised premises
in a manner inconsistent with the reasonable use and occupancy thereof, or the
negligence of the Tenant, its agents, servants, employees and invites, or by
reason of alterations made by the Tenant, then and in any of said events, such
repairs shall be made by the Tenant at its own cost and expense.

See Additional provisions paragraph 36 for further respective
obligations.

8. SURRENDER. The Tenant will deliver up and surrender
  to the Landlord possession of the demised premises upon the expiration of this
  Lease or its termination in any way, in as good condition and repair as the
  same shall be at the commencement of said term (loss by fire, casualty, act
  of God, and ordinary wear and decay only excepted) and deliver the keys to the
  office of the Landlord or Landlord's agent. Either Tenant or Landlord may terminate
  this Lease at the expiration of said Lease or any extension thereof by giving
  the other party sixty (60) days written notice prior to the expiration date.
  Tenant will permit Landlord at any time within sixty (60) days prior to the
  expiration of this lease, to place upon the premises any usual "For Lease" signs,
  and permit persons desiring to lease the same to inspect the Premises thereafter.

9. TRADE FIXTURES. All trade fixtures and equipment, owned
  by the Tenant, and installed or placed by it upon the demised premises, may
  be removed by the Tenant at the expiration of this Lease, provided Tenant has
  paid all rent and complied with all of the conditions contained in this Lease
  on the part of the Tenant to be kept and performed. Tenant agrees to repair
  any damage to the building or Premises occasioned by the removing of such trade
  fixtures.

10. DAMAGE OR DESTRUCTION BY FIRE, WAR OR ACTS OF GOD. If
  the premises are destroyed or damaged by fire, acts of war, or acts of God (including
  earthquake, hurricane or flood), to such an extent that they are rendered unfit
  for occupancy in whole or in substantial part, Landlord has the option of rebuilding
  or repairing the same by giving written notice to Tenant within thirty (30)
  days after the occurrence of such damage of its intention to rebuild or repair
  the premises or the part so damaged. If Landlord elects to rebuild or repair
  the premises and does so without unnecessary delay, Tenant shall be bound by
  this Lease, except that during such period, the rent of the premises shall be
  abated in the same proportion that the portion of the premises rendered unfit
  for occupancy by Tenant shall bear to the whole of the leased premises.

A total destruction of the building in which the Premises may
be situated shall terminate this lease.

In the event of a partial destruction of the premises during
the term, which is beyond Tenant's reasonable control, from any other cause,
except in the case where the premises is damaged by fire or other casualty
resulting from any act or negligence of Tenant or any of Tenant's agents,
employees or invitees, as previously discussed, Landlord shall forthwith repair
the same, provided that such repairs can be made within sixty (60) days under
existing governmental laws and regulations, but such partial destruction shall
not terminate this lease. Tenant shall be relieved from paying rent and other
charges during any portion of the Lease term that the premises are inoperable or
unfit for occupancy, or use, in whole or in part, for Tenant's purposes, except
in the case where the premises is damaged by fire or other casualty resulting
from any act or negligence of Tenant or any of Tenant's agents, employees or
invitees, as previously discussed. In making the repairs called for in this
paragraph, Landlord shall not be liable for any delays resulting from strikes,
governmental restrictions, inability to obtain necessary materials or labor or
other matters which are beyond the reasonable control of Landlord.

In the event said repairs cannot be made within sixty (60) days
or Landlord shall not elect to make such repairs that cannot be made within
sixty (60) days, this lease may be terminated at the option of either party.

In the event that the building in which the demised premises
may be situated is destroyed to an extent of not less than two-thirds of the
replacement cost, Landlord may elect to terminate this lease whether the demised
premises be injured or not.

2




11. ASSIGNMENT. If this Lease be assigned or the demised
  premises or any part thereof be sublet or occupied by anybody other than Tenant,
  Landlord will, providing Tenant is not in Default of terms of Lease, require
  the Subletee or assignee to execute an instrument in writing fully assuming
  all of the agreements and obligations imposed upon Tenant under this Lease,
  whereupon Tenant shall be discharged from any further liability hereunder.

However, no assignment or subletting shall be made without
Landlord's prior written consent and approval of prospective Sublette or
assignee. Any such assignment or subletting without the written consent shall be
void and, at the option of Landlord, may terminate this Lease. Nothing herein
contained shall be construed as obligating the Landlord to give its written
consent.

12. COVENANT OF TITLE, LEINS AND ENCUMBRANCES:

              
A. Tenant shall have no authority to create any lien, charge, encumbrance or
recording upon the Premises. If any mechanic's, or other liens, or order for the
payment of money, shall be filed against the demised premises, or any building
or improvements thereon, by reason of change and alteration or addition made or
alleged to have been made, by or for the Tenant, or the cost or expense thereof,
or any contracts relating thereto, the Tenant shall cause the same to be
canceled and discharged of record, by bond or otherwise, at the election and
expense of the Tenant, and shall also defend on behalf of the Landlord, at the
Tenant's sole cost and expense, any action, suit or proceeding which may be
brought thereon for the enforcement of such lien, charge or orders, and the
Tenant will pay any damage and satisfactorily discharge any judgment entered
therein, and save harmless the Landlord from any claim, attorney fees or damage
therefore.

              
B. If any mechanic's or other lien, or order for payment of money, shall be
filed against the demised premises, or on any building or improvements thereon,
for any of the reasons provided in this section, and shall not be removed by the
Tenant within ten (10) days after notice given by the Landlord, the Landlord
shall have the right to remove same by payment or otherwise, and all sums
expended by the Landlord for such removal, including counsel fees, shall be paid
by the Tenant unto the Landlord upon demand, and shall be deemed to be
additional rent due under this Lease.

              
C. Landlord has good title to the Premises, free and clear of all liens,
encumbrances, easements, tenancies or restrictions (excepting the City of
Palmetto's Conditional Use Permit) that would prevent, interfere with or in any
way affect Tenant's business operations in or on the Premises.

13. GOVERNMENT REGULATIONS. Subject to the provisions
  that this section shall not be applicable to the roof and/or structural parts
  of the demised premises, Tenant agrees at its own cost and expense, during the
  term of this Lease, to comply with all orders, rules, regulations and requirements
  of every kind and nature relating to the premises, now or hereafter in force
  and effect of the federal, state, county, municipal or other governmental authorities,
  applicable to the manner of Tenant's use and occupancy thereof, or alterations
  made by the Tenant, and the Tenant will pay all costs and expenses incidental
  to such compliance and will indemnify and save harmless the Landlord free of
  expense or damage by reason of any notice, violations or penalties filed against
  or imposed upon the premises, or against the Landlord as owner thereof, because
  of the failure of the Tenant to comply with the provisions of this section.
  Should the Tenant fail to comply with any of the provisions contained in this
  section, the Landlord may, after ten (10) days notice to the Tenant, comply
  therewith, and the cost and expense of so doing may be paid by the Landlord,
  or may be charged against the Tenant as additional rent, becoming due upon demand.
  Tenant agrees to indemnify and save harmless the Landlord from and against any
  and all judgments, decrees, penalties, costs and expenses, by reason of such
  non-compliance.

14. INSURANCE AND HOLD HARMLESS:

              
A. The Tenant will, during the term of this Lease, indemnify the Landlord and
hold it harmless against all claims, demands, and judgments for loss, damage or
injury to property or person resulting or occurring by reason of the use and
occupancy of the demised premises. Tenant agrees that, at its own cost and
expense, it shall procure and continue in force, with the Landlord named as
additional insured, general garage liability insurance against any and all
claims for injuries to persons or property occurring in, upon or about the
demised premises, including all damage from signs, glass, awnings, fixtures or
other appurtenances, now or hereafter upon the demised premises, during the term
of this Lease, such insurance at all times to be in an amount not less than
$1,000,000 limit for each 

3




occurrence. Such insurance shall be written in the company or
companies authorized to engage in the business of general liability insurance in
the State of Florida, and there shall be delivered to the Landlord
customary certificates evidencing such paid insurance, which certificates
are to be issued by the insurance companies.

              
B. The policies of insurance provided herein are to be provided by the Tenant,
and should be for a period of not less than twelve (12) months, it being
understood and agreed that fifteen (15) days prior to the expiration of any
policy of insurance the Tenant will deliver to the Landlord a renewal or new
policy to take the place of the policy expiring, with further understanding that
should the Tenant fail to furnish policies as is provided in this Lease, and at
the times herein provided, the Landlord may obtain such insurance and the
premiums on such insurance shall be deemed additional rent to be paid by the
Tenant unto the Landlord upon demand.

              
C. The Landlord will, during the term of this Lease, keep in force commercial
property coverage for the building against loss by fire and damage (not
including flood insurance) in an amount equal to full replacement value. Any
policy kept in force by the Landlord will not list the Tenant as an additional
insured. All insurance policies shall be placed with reputable and solvent
insurance companies licensed to do business in the state of Florida.

              
D. The Tenant shall be responsible, at it's own expense, for fire, theft, flood,
or extended coverage insurance on all of its commercial liability, personal
property, inventory, and removable trade fixtures, located in or on the
premises.

              
E. If the Premises is damaged by fire or other casualty resulting from any act
or negligence of Tenant or any of Tenant's agents, employees or invitees, rent
shall not be diminished or abated while such damages are under repair, and
Tenant shall be responsible for the costs of repair or replacement not covered
by insurance.

15. DEFAULT AND LANDLORD REMEDY. Should the Tenant allow
  any payment hereinabove to become delinquent and remain delinquent for thirty
  (30) days after the same is due, or fail to promptly perform any of the covenants
  herein made, then this Lease shall be in default and the Landlord shall have
  the right to re-enter and take possession of the premises, and/or this Lease
  may be terminated at Landlord's option. Bankruptcy of Tenant or any assignment
  for the benefit of creditors shall likewise operate as a termination of the
  Tenant's right of possession of the premises and shall not waive Landlord's
  right or stop Landlord from repossessing the premises for subsequent defaults,
  and in any such events, the Tenant agrees to peacefully surrender possession
  of the premises to the Landlord. It is further agreed that in the event Tenant
  fails to pay the rental above required or should it default in any of its other
  covenants with Landlord set forth herein so that it becomes necessary for Landlord
  to employ an attorney to collect rents or to recover possession of the premises
  or to enforce any covenant made by the Tenant hereunder, then Tenant shall pay
  all costs of collection and expenses of recovery of possession or costs and
  expenses of any action so required, including reasonable attorneys' fees through
  appeal. The remedies provided herein are cumulative to those provided by law,
  and the right of the Landlord to declare the term at an end and to reenter the
  premises, and shall not in any manner affect the right of the landlord to terminate
  and declare the Lease void and ended.

16. LANDLORD ENTRY. The Landlord may, during the term of
this Lease, at reasonable times, enter to inspect the premises, or to make any
alterations or repairs to the demised premises that may be necessary for its
safety or preservation, and may show the premises and building to others, and at
any time within three (3) months immediately preceding the expiration of said
term may affix to any suitable part of said premises a notice for leasing or
selling the premises or building and cause the said notice to remain affixed
without hindrance or molestation. Such notice shall not be placed on the show
windows or entrance of the demised premises.

17. NOTICES. Until Tenant is notified otherwise in writing,
  the checks for rental accruing hereunder shall be forwarded to the Landlord,
  Tony and Julie Katsamakis, at 601 E. Lincolnway, Cheyenne, WY, 82001, and all
  notices given to the Landlord hereunder, shall be forwarded to the Landlord
  at the above address, by registered or certified mail, return receipt requested.
  Until Landlord is notified otherwise in writing, all notices given to the Tenant
  hereunder shall be forwarded to Tenant at Carbiz USA Inc., 7405 N. Tamiarni
  Trail, Sarasota, FL, 34243, by registered or certified mail, return receipt
  requested. Notice shall be deemed given when the same is deposited in the United
  States registered or certified mail with sufficient postage prepaid thereon
  to carry the letter to its addressed destination.

18. BINDING ON SUCCESSORS. That the respective rights
  and obligations hereunder shall inure to, and be 

4




binding upon, the respective heirs distributes, devisees, legal
and personal representatives, assigns, grantees and successors in interest of
the Landlord, and shall inure to, and be binding upon, the permitted assigns and
successors in interest of the Tenant.

19. DAMAGE TO PREMISES. The Landlord shall not be liable
  for any damages done or occasioned by or from plumbing, gas, water, steam or
  other pipes, or sewage or the bursting, leaking or running of any cistern, tank,
  wash stand, water closet or waste pipe in, above, upon or about said premises,
  nor for damage occasioned by water being upon or coming through the roof, skylight,
  doors, or otherwise, nor for any damage arising from the acts and negligence
  of Tenants or other occupants or adjoining or contiguous property, unless such
  damage is occasioned by the negligence of the Landlord.

20. SUBORDINATION AND ATTORNMENT. This Lease shall be
  subject and subordinate at all times to the lien of all mortgages and trust
  deeds in any amount or amounts whatsoever now or hereafter placed on or against
  the Building or the Premises or on or against Landlord's interest or estate
  therein, all without the necessity of having further instruments executed on
  the part of Tenant to effectuate such subordination; provided that in the event
  of a foreclosure of any such mortgage or trust deed or any other action or proceeding
  for the enforcement thereof, or of any sale or exchange of property, this Lease
  will not be barred, terminated, cut off, abated, or foreclosed, nor will the
  rights and possession of Tenant hereunder be disturbed if there shall exist
  no Event of Default with respect to the payment of Rent or any other Event of
  Default hereunder.

Tenant shall attorn to the purchaser at any such foreclosure,
sale or other action or proceeding or, if requested, enter into a new lease for
the balance of the Term then remaining upon the same terms and provisions as are
in this Lease contained. Tenant agrees to execute and deliver upon demand such
further instruments evidencing such subordination of this Lease to the lien of
any such mortgages or trust deeds as may be required by Landlord.

If Landlord's right to receive payment under this Lease is
disputed, or Tenant receives a request to change the payee, Tenant "may not"
withhold payments required under this Lease, and during the term of Lease,
unless notified by Landlord in writing (pursuant to paragraph XX) or unless
notified by law, all payments will be made to the Landlord, Tony and Julie
Katsamakis.

21. SIGNS. Notwithstanding any provisions to the contrary,
  Tenant shall have the right to install and maintain at its own expense a store
  front sign with Tenant's insignia and trade name subject to the prior written
  approval of the Landlord; provided, however, that nothing herein contained shall
  be construed to permit Tenant to affix any sign to the roof of the premises.
  Landlord shall not unreasonably withhold its consent to Tenant's placement of
  the sign on the store front if such sign is in general conformity with the signs
  as they exist within the Commercial Arcade.

22. GOVERNING LAW. This Lease shall be enforced in accordance
  with the laws of the State of Florida. Tenant, guests and invitees of either
  Tenant or guests will not use the premises in such a manner that violates any
  law, ordinance, statutes or requirement of any municipal, state or federal authority
  now in force, or which may hereafter be in force, pertaining to the Premises.

23. CAPTIONS. Any headings preceding the text of the several
  paragraphs and subparagraphs hereof, are inserted solely for convenience of
  reference and shall not constitute a part of this Lease, nor shall they affect
  its meaning, construction, or effect.

24. EMINENT DOMAIN. Tenant shall not be entitled to any
  award made in any eminent domain proceedings with respect to the land or building
  included within the demised premises for its leasehold interest therein; provided,
  further, that nothing herein contained shall be construed to affect the right
  to the Tenant to recover for any loss or damage which it may suffer by reason
  of loss of business, interruption of business, which may result from such condemnation
  or eminent domain proceedings.

25. ALTERATIONS/IMPROVEMENTS. Tenant agrees that during
  the term of this Lease it will make no structural improvements or alterations
  to the demised premises without first obtaining the prior written consent of
  the Landlord. Tenant, at Tenant's own expense, shall have the right following
  Landlord's written consent, to remodel, and make additions, improvements and
  replacements of and to all or part of the Premises, provided any and all improvements
  become the Landlord's sole and absolute property.

5




Unless authorized by law, Tenant will not, without Landlords
prior written consent, alter, re-key or install any locks to the Premises or
install or alter any burglar alarm system. Tenant will provide Landlord with a
key or keys capable of unlocking all such re-keyed or new locks as well as
instructions on how to disarm any altered or new burglar alarm system. Except as
provided by law or as authorized by the prior written consent of Landlord.

26. RECORDATION. This Lease shall not be recorded.

27. FORCE MAJEURE. Landlord shall be excused for the period
  of any delay in the performance of any obligations hereunder when prevented
  from so doing by cause or causes beyond Landlord's control which shall include,
  without limitation, all labor disputes, civil commotion, war, war-like operations,
  invasions, rebellion, hostilities, military or usurped power, sabotage, governmental
  regulations or controls, fire or other casualty, inability to obtain any material,
  services or financing or through acts of God.

28. ASSESSMENTS. The parties acknowledge that any assessments
  or impositions, whether by state, municipal, district, school, or otherwise,
  which are imposed in addition to real property taxes (such as solid waste disposal
  assessments), are solely the responsibility of Tenant and not the Landlord.

29. NO CONTINUING WAIVER No waiver of any default hereunder
  shall be implied from any omission by either party to take any action on account
  of such default if such default persists or is repeated, and no express waiver
  shall affect any default other than the default specified in the express waiver,
  and then only for the time and to the extent therein stated. No delay or omission
  by either party hereto to exercise any right or power accruing upon any noncompliance
  or default by the other party with respect to any of the terms hereof, or otherwise
  accruing hereunder, shall impair any such right or power or be construed to
  be a waiver thereof. One or more waivers of any breach of any covenant, term
  or condition of this lease shall not be construed as a waiver of any subsequent
  breach of the same covenant, term or condition. The consent or approval by a
  party to any act by the other party requiring the former party's consent or
  approval shall not be deemed to waive or render unnecessary such former party's
  consent or approval to any subsequent similar acts by the other party.

30. INVALID PROVISION. If anyone or more of the provisions
  contained in this Lease shall for any reason be held to be invalid, illegal,
  or unenforceable in any respect, such invalidity, illegality, or unenforceability
  shall not affect any other provision thereof, and this Lease shall be construed
  as if such invalid, illegal, or unenforceable provision had never been contained
  herein.

31. EXCULPATION. Notwithstanding anything contained in
  this Lease to the contrary, Tenant agrees that Tenant shall look solely to the
  estate and interest of Landlord in the Commercial subject, however, to the rights
  of any landlord under any ground lease or superior lease or the holder of any
  mortgage on the Commercial Arcade, for the satisfaction of any right of Tenant,
  for the collection of any judgment or other judicial process or arbitration
  award requiring the payment of money by landlord in the event of any default
  or breach by Landlord with respect to any of the terms, conditions or provisions
  of this Lease to be performed and/or observed by Landlord, and no other property
  or assets of Landlord or any partner (whether general partner or limited partner),
  officer, director, principal (disclosed or undisclosed), agent, incorporation,
  shareholder, or affiliate of Landlord shall be subject to levy, lien, execution,
  attachment or other enforcement procedure for the satisfaction of the rights
  and remedies of Tenant under or in respect of this Lease or under law, or the
  use and occupancy of the demised premises by Tenant. or any other liability
  of Landlord to Tenant.

The term "Landlord" as used in this Lease means the landlord,
only for the time being, of the demised premises. So long as all sums held in
escrow by Landlord are paid over to any purchaser of said premises,

6




Landlord shall be and is hereby relieved of all covenants and
obligations of Landlord hereunder after the date of transfer of said demised
premises, and it shall be construed without further agreement between the
parties that the transferee has assumed and agree to carry out any and all
covenants and obligations of Landlord hereunder from the date of such
transfer.

32. ENVIRONMENTAL, HAZARDOUS WASTE AND RADON GAS:

              
A. Tenant covenants and agrees to comply with all applicable environmental and
other federal, state and local governmental statutes, ordinances, rules and
regulations relating to the presence of hazardous substances, hazardous wastes,
pollutants or contaminants. Tenant agrees and does hereby indemnify Landlord and
hold it harmless from any loss, damage, or expense, including reasonable
attorney's fees and costs and expenses of any appeal, which Landlord may incur
or suffer by reason of any claim or liability arising from Tenant's
noncompliance with applicable laws and the terms of this paragraph. Tenant
specifically covenants and agrees that no hazardous substances, hazardous waste
or waste byproducts, pollutants or contaminants, shall be dumped in any trash
receptacle, or otherwise, in, on, or about the Premises.

These covenants and indemnities shall survive the termination
of this Lease.

              
B. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit. This notice is given pursuant to Florida Statutes Sec. 404.056(8) .

              
C. As of the starting date of this Lease, Landlord assures that no part of the
Premises contain Hazardous Materials (hereafter defined) or asbestos containing
materials ("ACM"). If any testing or examination indicates the presence of
Hazardous Materials or ACM, Tenant will give Landlord 30 days notice to remove
or remedy the Hazardous Materials or ACM and to restore the Premises and/or
Easements. If, within 30 days of receipt of notice, Landlord has not completed
the removal, remediation or restoration, Tenant may terminate this Lease upon 30
days notice to Landlord. All removal, remediation or restoration of the Premises
shall be performed in compliance with all applicable laws, rules, regulations
and ordinances governing same.

              
Hazardous Materials is defined to include, without limitation, (1)
polychlorinated biphenyl compounds ("PCB") or any material composed of or
containing PCB, (2) any hazardous, toxic or dangerous waste, substance or
material as from time to time defined by any federal, state or local
environmental, health or safety statute, ordinance, code, rule, regulation,
order or decree now or hereafter in force and (3) mold or other biological
agents in a form that poses a threat to the health or safety of occupants of the
Premises.

33. QUIET ENJOYMENT. Landlord covenants that if and so
  long as Tenant shall faithfully perform the covenants and agreements of this
  Lease, Tenant shall and may (subject to the exceptions, reservations, terms
  and conditions of this Lease) peaceably and quietly have, hold and enjoy the
  Premises for the Term free of any interference by Landlord or anyone claiming
  through or by Landlord except those to which this Lease is expressly made subject
  and subordinate.

34. WAIVER OF JURY: Parties hereby knowingly, voluntarily,
  and intentionally waive any right they may have to a jury trial in respect to
  any litigation (including but not limited to any claims, cross-claims,
  or third party claims) arising under, or in connection with this lease, the
  premises or the transactions contemplated herein. Tenant hereby certifies that
  neither Landlord, or its representative or agent or counsel has represented,
  expressly or otherwise, that Landlord would not, in the event of such litigation,
  seek to enforce this waiver or right to jury trial provision. Tenant acknowledges
  that Landlord has been induced to enter into this lease by the provision of
  this paragraph.

35. TENANT AS CORPORATE ENTITY: If Tenant is a corporation,
  each person executing this lease represents and warrants that he or she is duly
  authorized to sign, execute and deliver this lease on behalf of the corporation.
  Those persons further represent that the terms of this lease are binding upon
  the corporation.

7




Upon execution of this lease, Landlord requests a certified
copy, along with affixing the corporate seal upon the corporate resolution
authorizing this lease be attached to this document.

36. ADDITIONAL PROVISIONS. Upon commencement of this Lease:

              
A. Landlord will reexcavate the overflow water drainage ditch. Tenant agrees to
maintain and keep the ditch excavation and retention pond clear of all weeds,
leaves, tires, trash or any other debris so that the overflow water may drain
freely to the street.

              
B. Landlord will trim or cut back all trees on the Premises. Tenant agrees to
maintain the pruning and removal of debris created by any trees on Premises in
the future.

              
C. Landlord will repair broken fence boards, and remove landscaping growth on
our side of the wooden fence. Tenant will maintain fence and repairs.

              
D. Landlord will install new air conditioning/heating unit and will
rebuild/remodel HVAC closet. Tenant will maintain unit with annual HVAC check,
change of air filters according to manufacturer's recommendation, and vacuuming
of metal grate. Tenant agrees to keep air flow free of any restrictions or
debris in, on or around HVAC closet or air return area.

              
E. Landlord will repair interior base trim where trim is broken near HVAC closet
Landlord will repair exterior/interior trim at the base of main entry door, and
base trim where missing in main office.

              
F. Tenant at its own cost, expense, discretion will install and/or maintain
existing landscaping, including sprinkler system.

              
G. Tenant will at its own cost, be responsible for restoring and/or maintaining
the current burglar alarm system.

              
H. Landlord will replace the small refrigerator in the reception area. Tenant
will maintain the appliance

              
I. Landlord will initially have the exterior of the building and roof pressure
washed and defungacide. Tenant will maintain annual pressure washes and
defungacing of the roof. Protection of the Tenants vehicle inventory from over
spray will be Tenant's responsibility.

              
J. Tenant at its own discretion of use and cost will maintain exterior pole
lighting.

              
K Initially, Landlord will make any necessary repairs made to asphalt parking
lot. Tenant will maintain asphalt lot, including sealing.

37. ENTIRE AGREEMENT: The foregoing constitutes the entire
  agreement between the parties and may be modified only by a written agreement
  signed by both parties.

8




BY THEIR signatures below, Landlord and Tenant indicate their
consent to the terms of this Lease, and Tenant acknowledges receipt of an
executed copy of this lease.

	LANDLORD: 	  	TENANT: 
	 	 	 
	 	 	 
	/s/ Tony Katsamakis 	04/19/04 	Carbiz Auto Credit, Inc. 
	Tony Katsamakis 	Date 	  
	 	 	 
	 	 	 
	/s/ Julie Katsamakis 	04/19/04 	By:
      /s/ Carl W.
      Ritter                             
       
	Julie Katsamakis 	Date 	  
	  	  	Name: Carl W.
      Ritter                              
       
	 	 	 
	  	  	Title:
      CEO                                                
       
	 	 	 
	  	  	Date:
      04/19/04                                         
       
	 	 	 
	  	  	AFFIX CORPORATE SEAL: