Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.3






COMMERCIAL LEASE

               THIS
COMMERCIAL LEASE /AGREEMENT (hereinafter "Lease") is made this
_____day of December, 2003, by and between HERRIG ENTERPRISES,
L.L.C., ("Landlord"), whose mailing address is 7560 Commerce
Court, Sarasota, Florida 34243, and CARBIZ USA INC., a Florida
corporation, whose mailing address is 7560 Commerce Court, Sarasota, Florida
34243 ("Tenant"). The parties agree as follows:

               1.       PREMISES.
Landlord leases to Tenant, and Tenant leases from Landlord that certain real
property located at 7405 North Tamiami Trail, Sarasota, FL 34243, Manatee
County, Florida, and legally described as Lots 28, 29 and 30, Whitfield
Estates, as per plat thereof recorded in Plat Book 4, Page 48 of the Public
Records of Manatee County, Florida (the "Premises").

               2.      CONDITION
PRECEDENT. This Lease shall be strictly conditioned on Landlord's
acquiring legal title to the Premises within ninety (90) days from the date of
execution hereof. Accordingly, as of the Effective Date (defined below),
Landlord shall have legal title and full authority to enter into this Lease. If
Landlord is unable to acquire legal title to the Premises, regardless of the
reason for such inability, upon delivery of written notice thereof to Tenant,
this Lease shall be null and void.

               3.      TERM.
  At Landlord's sole expense, Landlord shall complete or cause the completion
  of those improvement, addition and renovation items described more fully on
  Exhibit "A" to this Lease in a good and workmanlike manner (the "Buildout").
  The term of this Lease and Tenant's obligation to pay rent shall commence as
  of the date Landlord delivers to Tenant full possession of the Premises in broom
  clean condition with the Buildout completed, with all building systems (including,
  without limitation, HVAC, electrical and plumbing) in good and working condition,
  together with a copy of the final certificate of occupancy therefor (the "Effective
  Date"). The Lease term shall be for a period of five (5) years, beginning
  on the Effective Date (hereinafter, the "Original Term").

               4.      RENT.
Tenant shall pay Landlord annual rent of $75,000.00, plus applicable
sales taxes, which shall be paid in monthly installments of $6,250.00,
plus applicable sales taxes imposed by the State of Florida, in advance on the
first day of each month, without demand and without set off or deduction of any
kind, commencing on the Effective Date. During the Original

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Term, the rent shall increase by one percent (1%) on the
second annual anniversary of the Effective Date and then two percent (2%)
on each annual anniversary of the Effective Date thereafter. Unless otherwise
designated by Landlord, rent shall be made payable to Landlord and be delivered
to Landlord at Landlord's address first set forth above, or at such other place
as the Landlord may designate from time to time. Rent shall be delivered by hand
delivery, overnight courier or first class U.S. Mail. If rent is sent by first
class U.S. mail, there shall be a presumption that Landlord received it three
business days after the postmark by the U.S. Post Office, provided that the
envelope in which it was sent was properly addressed with the proper postage
prepaid.

               5.      ADVANCED
RENT. [Intentionally Omitted]

               6.      OPTION
TO EXTEND TERM. Provided Tenant is not in default of any of Tenant's
obligations hereunder, Tenant shall have the option to renew this Lease for one
(1) additional term of five (5) years, (hereinafter the "Option Term"),
by providing Landlord with written notice of Tenant's exercise of each such
option no less than four (4) months prior to the expiration of the Original
Term. Rent during the Option Term shall also increase by an amount to be agreed
upon by the parties.

               7.      QUIET
POSSESSION. Landlord shall, on the commencement date of the Original
Term, place Tenant in quiet possession of the Premises and shall secure the
Tenant in the quiet possession thereof against all persons lawfully claiming
possession while this Lease is in effect.

               8.      USE.
The Premises are to be used exclusively for general office purposes,
(hereinafter the "Permitted Uses"), and no other purposes. Tenant may not
use the Premises or permit the Premises to be used for any unlawful purpose or
in any manner that violates any applicable codes, ordinances or regulations of
any governmental agencies having jurisdiction thereof. If Tenant uses the
Premises for any purposes other than the Permitted Uses without Landlord's prior
written consent, Landlord shall have the option to terminate this Lease or
exercise any other remedies available under this Lease or under applicable
law.

               9.      CONDITION
OF PREMISES. Subject to any exceptions contained in this Lease, Tenant
accepts the Premises "AS IS". Tenant acknowledges that prior to executing this
Lease, Tenant has had ample opportunity to examine the Premises, has thoroughly
examined and inspected the Premises, including the

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building and grounds that comprise the Premises, and
acknowledges that the Premises are in good order, repair, and in a safe, clean,
and tenantable condition, and acceptable for the Permitted Uses. Tenant further
acknowledges that there is adequate parking on, or in the vicinity of, the
Premises for the Permitted Uses.

               10.      SIGNAGE.
Tenant, at Tenant's sole expense, may erect or place on or about the Premises
any signage desired by Tenant, subject however, to the following conditions:

                              (a)      Any
and all signage installed or erected shall be done so in compliance with all
applicable laws, codes, ordinances and governmental regulations relating
thereto, including but not limited to those related to location and size, and
Tenant will discharge, at Tenant's expense, any violations related thereto.

                              (b)      The
structural integrity of the Premises shall not be adversely affected.

                              (c)      The
proper functioning of any of the mechanical, electrical, sanitary or other
systems of the building shall not be adversely affected.

                              (d)      Before
installing any signage or erecting any structures in connection therewith,
Tenant, at Tenant's expense, will procure any and all necessary governmental
permits.

                              (e)      Tenant
will provide Landlord with certificates of insurance verifying that all laborers
performing work at the Premises are covered by workmen's compensation insurance
and general liability insurance.

                              (f)      Upon
termination of this Lease, other than termination in connection with Landlord's
breach of this Lease, condemnation or damage or destruction as a result of one
or more circumstances or events not within Tenant's control, Landlord shall have
the option to require Tenant, at Tenant's expense, to promptly remove any or all
signage installed or erected, and, to the extent that it was damaged by the
signage or its removal, to restore that portion of the Premises from which the
signage was removed to the same condition as existed before such signage was
installed, excepting reasonable wear and tear and alterations approved by
Landlord following such installation.

                              (g)      Upon
termination of this Lease, regardless of reason, Landlord shall have the option
to retain any poles or

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housing installed by Tenant in connection with the signage
installed.

                              (h)      Tenant
shall indemnify and hold Landlord harmless from and against any and all
liability, damages, expenses, fees, penalties, actions, causes of action, suits,
costs, claims or judgments arising, either directly or indirectly, as a result
of injury to persons or property occasioned or resulting from Tenant's signage,
or arising out of Tenant's breach of any provisions relating to signage.

               11.      SECURITY
DEPOSIT. Upon the Effective Date, Tenant shall authorize Landlord's
transfer of that amount currently held as a security deposit by Landlord under
the Existing Lease (defined below) to act as a security deposit under this
Lease. As of the date the parties entered into this Lease, that sum is
$5,061.64, Landlord confirms that it is in possession of this sum under the
Existing Lease and agrees that, upon Tenant's authorization to transfer the sum
to act as security deposit under this Lease, Landlord shall hold it as
"security" for damages to the Premises and for the faithful performance by
Tenant of the terms hereof. In addition to the amount transferred from the
Existing Lease, upon execution of this Lease Tenant shall also deposit with
Landlord as additional security, the sum of $1,625.86, thereby making the total
security deposit $6,687.50. Further, on or before January 19, 2004, Tenant shall
also deposit with Landlord as additional security, the additional sum of
$13,375.00, thereby making the total security deposit $20,062.50. Landlord shall
not be obligated to hold the security deposit in an interest bearing account,
Tenant shall not be entitled to interest on such deposit, and the security
deposit may be commingled with Landlord's other funds. No later than thirty (30)
days after Tenant's surrender of the Premises at the expiration or earlier
termination of this Lease or otherwise, the security deposit (subject to
deductions, if any, previously made throughout the Lease term by Landlord as a
result of Tenant's failure to comply with the terms of this Lease) shall be
returned to Tenant, without interest, provided that Tenant is not in breach of
the terms of this Lease at the time this Lease expires or is terminated. The
security deposit may not be applied to rent without Landlord's written
consent.

               12.      LATE
PAYMENTS. If rent or any other sums due to be paid by Tenant are not
received by Landlord within ten (10) calendar days of their due date, (the
"Grace Period"), then Tenant shall pay a late charge equal to ten percent (10%)
of the rent or other amounts past due, or one-hundred dollars

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($100.00), whichever is greater, in order to offset any
administrative and other expenses incurred by Landlord as a result of Tenant's
failure to timely pay rent. Late charges may only be waived by Landlord in
writing, and Landlord's acceptance of rent after its due date shall not
constitute a waiver by Landlord of Landlord's right to subsequently demand and
collect late charges. If Tenant delivers rent by first class U.S. mail, there
shall be a presumption that Landlord received it no earlier than three (3)
business days after the postmark by the U.S. Post Office, provided that the
envelope in which it was sent was properly addressed with the proper postage
prepaid. Tenant acknowledges that Tenant shall be exclusively responsible for
rental payments that are lost in the mail or misdelivered by the U.S. Postal
Service.

               13.      RETURNED
CHECKS. If any check of Tenant is dishonored for any reason, Tenant
shall be responsible for a bad check fee of $35.00, or such other fee as is
authorized by Florida law, whichever is greater. Landlord has no duty to
redeposit or resubmit dishonored checks, and Landlord may demand that all
subsequent payments be paid in cash or certified funds. In addition, the rental
payment associated with a dishonored check shall be deemed received by Landlord
only at such time as when the check is subsequently honored or when the Tenant
replaces the check with cash or certified funds.

               14.      REAL
PROPERTY TAXES. As additional rent, Tenant shall reimburse Landlord for
all ad valorem real property taxes assessed against the Premises, including
without limitation, those real property taxes assessed under Manatee County tax
account numbers 6762100003 and 6762000005. Tenant shall discharge such
obligation by paying Landlord, on a monthly basis, an amount equal to 1/12 of
the undiscounted ad valorem real property taxes assessed against the Premises
for the most recent tax year, together with applicable sales taxes imposed by
the State of Florida. Such amounts shall be due and payable at the same time as
other monthly rental payments due under this Lease. Upon Landlord's receipt of
the actual tax bills or assessments for the Premises, Tenant shall immediately
pay any deficiency for any underpayment or receive a credit for any overpayment
related to prior monthly payments, upon Landlord's notice to Tenant thereof.
Such adjustments shall be based on the discounted tax amount for real property
taxes and Tenant's responsibility therefore shall be based only on the portion
of the tax year for which this Lease is in effect.

               15.      PERSONAL
PROPERTY TAXES. Tenant shall be responsible for any and all ad valorem
personal property taxes assessed

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against all fixtures, equipment and personal property located
or placed on the Premises.

               16.      UTILITIES.
Tenant shall make arrangements for and be responsible for the payment
for all utilities required by Tenant in conjunction with Tenant's occupancy and
use of the Premises, including without limitation, electricity, water, sewer,
garbage disposal and telephone service.

               17.      PERSONAL
PROPERTY. Tenant agrees that any personal property brought into the
Premises is done so at Tenant's expense and risk. At the expiration of this
Lease, provided this Lease goes to term and Tenant is not in default of any of
its obligations hereunder, Tenant shall be entitled to remove Tenant's personal
effects, books or records related to Tenant's business operations, and all
equipment, furniture, and personal property belonging to Tenant. Fixtures,
equipment and other items which cannot be removed without damaging the Premises
may be removed, but Tenant shall be required to repair all damage to the
Premises caused by such removal and to restore the Premises to the condition
they were in prior to the installation of the property so removed, excepting
reasonable wear and tear, and condemnation and uninsured damage or destruction
as a result of one or more circumstances or events not within Tenant's control
and alterations approved by Landlord prior to such installation.

               18.      MAINTENANCE
AND REPAIR. During the term of this Lease and any renewal hereof,
Tenant will, at Tenant's sole expense, keep and maintain all areas of the
Premises in a sanitary condition, in compliance with all applicable laws, and in
good order and repair, reasonable wear and tear excepted. Landlord shall be
responsible only for repairs and maintenance to the roof, foundation, and
structural elements of the Premises, provided however, that Tenant shall
reimburse Landlord for the expense thereof if the need for maintenance, repair
or replacement is the direct result of damage caused by the negligent or
intentional acts of Tenant. Otherwise, Tenant shall be responsible for any and
all other maintenance associated with the Premises, whether routine or
non-routine in nature, including without limitation, any necessary maintenance
or repair of the plumbing, electrical, cooling and heating systems. However,
Tenant shall be responsible only for that amortized portion of the cost of any
item that must be replaced based upon the useful life of that item, as
determined by reference to guidelines published by the United States Internal
Revenue Service ("IRS") and any IRS-rendered formal advisory tax opinions, final
judicial decisions of tax courts and IRS regulations, and Tenant's payment of
any such amount shall be amortized over that portion of the

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Lease term (including the term related to any exercised or
unexercised extension options) remaining at the time of replacement. As a
condition of Tenant's obligation to pay any portion of such expenditures, Tenant
shall have the right to request reasonable documentation of all expenses
incurred by Landlord for which Landlord is to be reimbursed in whole or in part.
Tenant also agrees to secure a service contract for the maintenance of the
cooling and heating systems. Tenant shall promptly notify Landlord of any need
for repairs or maintenance for which Landlord is responsible. In the event
Tenant fails to comply with its maintenance and repair obligations as set forth
in this paragraph, then Landlord may, but shall not be obligated to, perform any
such maintenance or repairs, in which case Tenant shall reimburse Landlord for
the cost of such maintenance or repair immediately upon demand therefor by
Landlord.

               19.      LANDSCAPING.
Tenant, at Tenant's expense, shall be responsible for mowing the lawn and
reasonably maintaining the landscaping located on or around the Premises.
Without limitation, Tenant shall also be responsible for trimming all existing
trees, bushes and shrubs, but may not remove any trees, bushes or shrubs without
Landlord's prior written consent.

               20.      PARKING.
Tenant, at Tenant's expense, shall be responsible for all routine
maintenance and repair to the sidewalks, walkways and parking areas, located on
or around the Premises other than parking lot resurfacing or repaving, which
shall be the sole obligation of Landlord.

               21.      NO
LIABILITY. Landlord shall not be liable for any losses or damages,
whether direct, incidental or consequential, incurred by Tenant due to the
operational failure of the heating, cooling, roof, plumbing or other systems
located on the Premises, or for any interruption of Tenant's business
operations, regardless of the cause of such interruption, including but not
limited to interruptions caused by necessary repairs, maintenance or replacement
of any such systems, provided however, that Landlord shall not be relieved of
liability for damages caused as a proximate result of Landlord's failure to meet
any of its maintenance obligations after having been given written notice
thereof by Tenant and a reasonable opportunity to perform such obligations.

               22.      WASTE
AND NUISANCE. Tenant shall not commit, or suffer to be committed, any
waste on the Premises, nor shall Tenant maintain, commit, or permit the
maintenance or commission of any nuisance on the Premises or use the Premises
for any unlawful purpose. Tenant also covenants to use the Premises and
operate

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Tenant's business in compliance with all local, state or
federal laws, and Tenant agrees to maintain the Premises consistent
therewith.

               23.      ALTERATIONS
  AND IMPROVEMENTS. Tenant shall not alter or improve the Premises without
  the prior written consent of Landlord, provided, however, that Tenant shall
  be permitted to reasonably decorate the interior of the Premises, to include,
  without limitation, installing or attaching to the Premises artwork and other
  ordinary wall decor, such as, again, without limitation, pictures, maps, white
  boards, bulletin boards, interior signage, educational diplomas and the like.
  Before making any alterations or improvements, Tenant will submit to Landlord
  plans and specifications setting forth in detail any proposed alterations, improvements,
  and work to be performed. Landlord's approval of Tenant's plans shall not, unless
  expressly set forth therein, be deemed to create any obligation on the part
  of the Landlord to do any work, to pay for the cost of any work or materials,
  or to authorize Tenant to make any other alterations in or about the Premises.
  In the event consent is given by Landlord, and unless otherwise specified by
  Landlord in writing, any and all alterations, additions, improvements, and fixtures
  made or placed in or on the Premises shall be made at Tenant's sole expense,
  and upon the natural expiration or sooner termination of this Lease, shall belong
  to Landlord without compensation to Tenant. In the alternative, Landlord shall
  have the option to require Tenant, at Tenant's expense, to promptly remove any
  or all of such alterations, additions, improvements, and fixtures and to restore
  the Premises to the same condition as existed before such alterations, additions,
  improvements, and fixtures were installed or made, excepting reasonable wear
  and tear, condemnation and uninsured damage or destruction as a result of one
  or more circumstances or events not within Tenant's control. In all cases, any
  alterations, additions, improvements, and fixtures shall be installed or made
  subject to the following conditions:

(a)      The
  outside appearance and structural integrity of the Premises shall not be adversely
  affected.

(b)      The
  proper functioning of any of the mechanical, electrical, sanitary or other systems
  of the building shall not be adversely affected.

(c)      Before
  making any alterations or improvements, Tenant, at Tenant's expense, will procure
  any and all necessary governmental permits.

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(d)      Tenant
  will provide Landlord with certificates of insurance verifying that all laborers
  performing work at the Premises are covered by workmen's compensation insurance
  and general liability insurance.

(e)      All
  alterations or improvements shall be made in compliance with applicable laws
  and requirements of public authorities, and Tenant will discharge, at Tenant's
  expense, any violations related thereto.

(f)      Tenant
  shall indemnify and hold Landlord harmless from and against any and all liability,
  damages, expenses, fees, penalties, actions, causes of action, suits, costs,
  claims or judgments arising, either directly or indirectly, as a result of injury
  to persons or property occasioned or resulting from Tenant's alterations or
  improvements.

               24.      BUILD-OUT.
Landlord agrees to effect the Buildout of the Premises in order to make the
Premises more suitable for Tenant's business operations. In connection
therewith, Landlord agrees to pay for such improvements or renovations to the
Premises, and notwithstanding anything to the contrary in this Lease, Landlord
will not require Tenant to restore any portion of the Premises to its condition
prior to such Buildout.

               25.      CONSTRUCTION
LIENS. Tenant shall not permit any liens to be attached to any interest
in the Premises for labor, services or materials furnished thereto pursuant to a
contract with Tenant. In the event any liens are filed, Tenant, at Tenant's sole
expense, shall discharge same within thirty (30) days thereafter by making
payment or by filing a bond as required by law. Without limitation of the
foregoing, if Tenant fails to discharge any liens filed, Landlord may transfer
such liens to a bond posted by Landlord pursuant to the provisions of Chapter
713, Florida Statutes, and recover from Tenant all costs - of such bond.
Notwithstanding anything contained herein to the contrary, in accordance with
Florida Statutes, section 713.10, the interest of Landlord shall not be subject
to liens for improvements made by Tenant. If Tenant makes any improvements to
the Premises, before such improvements are made, Tenant shall notify all
contractors making improvements, as well as any other suppliers of goods, labor,
or services, of the provisions of this Lease related to liens.

               26.     
INSURANCE. Prior to taking possession of the Premises and at all times
while this Lease is in effect, Tenant shall secure and agrees to maintain
policies of insurance that provide the following insurance coverages from an
insurance company or

9




companies duly licensed to sell insurance in the State of Florida
  reasonably acceptable to Landlord:

(a)     
  Liability insurance in the amount of $2,000,000 aggregate coverage limitation,
  with a per occurrence coverage limitation of $1,000,000 for loss from an accident
  resulting in bodily injury to or death of persons, and a coverage limitation
  of $1,000,000 for loss from an accident resulting in damage to or destruction
  of property; and

(b)      Contents
  coverage in an amount adequate to cover the full replacement cost of all of
  the assets, fixtures, goods, wares, merchandise and other personal property
  brought onto the Premises by Tenant. Such coverage shall also include a waiver
  of any rights of subrogation Tenant may have against Landlord.

(c)      Workers'
  compensation insurance, as required by governing law, covering any and all employees
  of Tenant.

On each policy of insurance required to be maintained by
Tenant, with the exception of Tenant's workers' compensation policy, Landlord
shall be named as an additional insured. Immediately upon securing the above
coverages, Tenant shall furnish Landlord with a certificate of insurance, which
shall state that insurance coverage may not be canceled or materially altered
without at least thirty (30) days written notice to Landlord. If Tenant fails to
secure or maintain the required insurance coverages, Landlord may, but shall
have no obligation to, secure such insurance in Tenant's name or as the agent of
Tenant and may charge the cost of same to Tenant as additional rent, which shall
be due and payable immediately upon Tenant's receipt of notice of same being due
and payable.

As additional rent, Tenant shall also reimburse Landlord for
the cost of fire, hazard, and extended casualty coverage insurance for the
Premises in an amount not less than one hundred percent (100%) of the
replacement cost of the Premises and other improvements on the Premises,
provided that insurance in that percentage can be obtained, and, if not, then to
the highest percentage that can be obtained less than the said one hundred
percent. Such reimbursement shall be made by Tenant within ten (10) days of
Landlord providing Tenant with an invoice or statement related thereto. In the
event any period of such insurance coverage exceeds the term of this Lease (or
any extension hereof), then Tenant shall only be obligated to reimburse Landlord
for the pro rata share of such insurance that relates to the period in which
this Lease is in effect. If,

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prior to the date Landlord binds such fire, hazard, and
extended casualty insurance coverage, or the date 30 days prior to the scheduled
renewal date of such insurance policies obtained by Landlord, whichever is
earlier, Tenant furnishes Landlord with a bona fide quote for such insurance
coverage, for the same coverage limits obtained by Landlord and from a carrier
comparably rated to the carrier selected by Landlord, and such quote is more
than 10% less than the cost of insurance secured by Landlord, then Tenant shall
only be obligated to reimburse Landlord based on the cost of Tenant's quote.

               27.      DANGEROUS
MATERIALS. Tenant shall not keep or have on the Premises any article or
thing of a dangerous, inflammable, or explosive character in quantities
prohibited by law.

               28.      DESTRUCTION
TO PREMISES. If the Premises are damaged or destroyed by fire, flood,
or other casualty, Tenant shall give immediate written notice thereof to
Landlord. If such destruction or damage renders the Premises wholly untenantable
and the Premises cannot be restored to substantially the same condition as they
were in prior to the damage or destruction within 120 days of the damage or
destruction, Landlord shall have the option to either terminate this Lease or to
rebuild or repair the Premises to substantially the same condition in which they
existed prior to such damage, and Landlord shall notify Tenant of its decision
regarding restoration within thirty (30) days following such damage or
destruction. In the event that the Premises cannot be restored to the same
condition in which they existed prior to such damage within 120 days, and
Landlord elects not to terminate the Lease, Tenant shall have the option to
terminate the Lease. In any event, if the Premises are rendered wholly
untenantable as a result of fire, flood or other casualty or as a result of
Landlord's breach of its obligations under this Lease, rent and all other
charges due from Tenant to Landlord shall abate as of the date of such
destruction and shall resume upon restoration and delivery of the Premises to
Tenant. If such destruction or damage renders the Premises partially
untenantable, or wholly untenantable and the Premises can be restored to
substantially the same condition as they were in prior to the damage or
destruction within 120 days of the damage or destruction, then Landlord shall
rebuild or repair the Premises to substantially the same condition in which they
existed prior to such damage. The rent payable to Landlord during any period
where the Premises are partially untenantable shall be adjusted equitably as of
the date of such damage or destruction. Notwithstanding anything herein to
contrary, Landlord shall not be obligated to rebuild or restore the

11




Premises, and Tenant shall not be entitled to any abatement of
rent if the damage or destruction to the Premises is caused by the willful act
or uninsured negligence of Tenant, its agents, invitees or servants. Further,
Landlord shall not be required to rebuild or repair the Premises if the casualty
causing the damage or destruction to the Premises occurs during the final four
(4) months of the Lease and Tenant has not previously exercised Tenant's right,
if any, to extend the then existing term of this Lease.

               29.      CONDEMNATION.
If during the term of this Lease, the Premises are wholly taken for any public
or quasi-public use under any law, ordinance, or regulation or by right of
eminent domain, or should be sold to the condemning authority under threat of
condemnation, this Lease shall terminate and the rent shall be abated during the
unexpired portion of this Lease, effective as of the date of the taking of the
Premises by the condemning authority. If during the term of this Lease, the
Premises are partially taken for any public or quasi-public use under any law,
ordinance, or regulation or by right of eminent domain, or should be sold to the
condemning authority under threat of condemnation, Landlord shall have the
option to terminate this Lease, to equitably abate the rent for the portion of
the Premises that was taken, or to restore or reconstruct the Premises if such
restoration and reconstruction shall make the Premises reasonably tenantable and
suitable for the uses for which they were leased. In any event, if reasonable
access to the building located on the Premises or more than twenty-five percent
(25%) of associated parking is taken, rent shall abate as of the date of such
taking, and Landlord and Tenant shall both have the right to terminate this
Lease as of the date of the taking. Landlord and Tenant shall each be entitled
to receive and retain such separate awards and portions of lump-sum awards as
may be allocated to their respective interests in any condemnation
proceedings.

               30.     
INDEMNITY REGARDING USE OF PREMISES. Tenant agrees to indemnify, hold
harmless and defend Landlord from and against any and all losses, claims,
liabilities, and expenses, including reasonable attorney fees, if any, which
Landlord may suffer or incur as a proximate result of Tenant's use of the
Premises; Tenant's failure to maintain or make repairs to the Premises; any
alterations, improvements or repairs made to or on the Premises by Tenant, and;
any actions of Tenant, Tenant's business invitees or guests. Landlord shall not
be liable for any damage or injury to Tenant, or any other person, or for any
property damage occurring on the Premises, or any part thereof

12




unless such damage is the proximate result of an unlawful or
intentional act of Landlord, provided however, that Landlord shall not be
relieved of liability for damages caused as a proximate result of Landlord's
failure to meet any of its maintenance obligations after having been given
written notice thereof by Tenant and a reasonable opportunity to perform such
obligations.

               31.      ADDITIONAL
RENT. Any and all amounts due and payable by Tenant under this Lease,
including but not limited to sales taxes, late fees, bad check charges, and
interest, shall be deemed and considered additional rent.

               32.      EXCUSE.
Neither Landlord nor Tenant shall be required to perform any term,
condition, or covenant in this Lease so long as such performance is delayed or
prevented by any acts of God, strikes, lockouts, material or labor restrictions
by any governmental authority, civil riot, floods, and any other cause not
reasonably within the control of the Landlord or Tenant and which by the
exercise of due diligence Landlord or Tenant is unable, wholly or in part, to
prevent or overcome.

               33.      DEFAULT.
If Tenant defaults in the payment of any installment of rent or of any other sum
due to Landlord, and such default continues for a period of ten (10) days after
the due date, or Grace Period if applicable, the amounts past due, plus any
applicable late or other charges in connection therewith, shall bear interest at
the rate of eighteen percent (18%) per annum. Similarly, all other sums which
may become due to Landlord from Tenant under the terms of this Lease, or which
are paid by Landlord because of Tenant's failure to perform Tenant's obligations
hereunder, shall also bear interest at the rate of eighteen percent (18%) per
annum from the due date until paid, or, in the case of sums paid by Landlord
because of Tenant's default hereunder, from the date such payments are made by
Landlord until the date Landlord is reimbursed by Tenant therefor. Upon Tenant's
defaults on any of Tenant's obligations under this Lease, Tenant shall be given
a written notice setting forth such default. Tenant shall have three (3) days to
cure any default if the default is related to the non-payment of rent or any
other sums due hereunder, and twenty (20) days to cure any default that is
non-monetary or is related to Tenant's other obligations under this Lease,
provided that if the nature of such default is that it cannot be cured within
twenty (20) days, Tenant shall have a reasonable time to effect such cure under
the circumstances. Upon Tenant's failure to cure any default within the time
required by this Lease after having been given proper notice thereof, or in the
event that any other person or

13




entity other than Tenant shall secure possession of the Premises
  or any part thereof by reason of any receivership, bankruptcy proceedings, or
  other operation of law in any manner whatsoever, Landlord may, at Landlord's
  option:

(a)      Declare
  this Lease to be terminated without further notice to Tenant, and immediately
  retake possession of the Premises and remove all persons and property therefrom,
  without being deemed guilty of any manner of trespass, and sue Tenant for all
  damages incurred as a result of Tenant's default, including all rent due or
  to become due; or

(b)      Retake
  possession of the Premises for the account of Tenant, and relet the Premises
  or any portion thereof for all or any part of the remainder of then remaining
  term, to a party satisfactory to Landlord, and at such monthly rental as Landlord
  may with reasonable diligence be able to secure and on any such terms and conditions
  as Landlord shall deem advisable, in which event the rents received by Landlord
  from reletting shall be applied first to the payment of such expenses incurred
  by Landlord in reentering and reletting the Premises, and then to the payment
  of rent due and to become due under this Lease, and the balance, if any, shall
  be paid over to Tenant, who shall remain liable for any deficiency; or

(c)      Landlord
  may stand by and do nothing and shall have the right to sue Tenant as each installment
  of rent becomes due; or

(d)      Accelerate
  the balance of installments of rent due and immediately sue Tenant for same.

In addition to any other loss or damage that Landlord sustains
because of Tenant's default, Tenant shall also pay any and all costs and
expenses incurred by Landlord as a result of Tenant's breach, including
reasonable attorney fees and costs incurred in connection with enforcing or
construing this Lease, regardless of whether or not suit is initiated.
Similarly, in the event that Tenant sustains any loss or damage because of
Landlord's default, Landlord shall pay any and all costs and expenses incurred
by Tenant as a result of Landlord's breach, including reasonable attorney fees
and costs incurred in connection with enforcing or construing this Lease,
regardless of whether or not suit is initiated. In addition to any other
remedies set forth in this Lease, Landlord shall also be entitled to any
remedies available to Landlord pursuant to F.S. 83.08, et. seq.

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               34.      WAIVER
OF DEFAULT. In the event either party defaults or breaches any term,
condition, or covenant of this Lease, the non-breaching party's failure to
insist or demand strict performance or observance thereof in any particular
instance or instances, or the non-breaching party's failure to exercise any
remedy or option conferred upon Landlord as a result of such default, shall not
operate or be construed as a waiver or limitation by the non-breaching party of
such party's right to subsequently enforce such term, condition, or covenant, or
of such party's right to subsequently exercise any such remedy or option related
thereto.

               35.      CUMULATIVE
  RIGHTS. All rights and remedies of each party under this Lease, at law and
  in equity shall be cumulative, and a party's exercise or election of any right
  or remedy shall not exclude or waive any other right or remedy at law or equity.
  Such rights and remedies may be exercised and enforced concurrently and whenever
  and as often as occasion therefore arises.

               36.      HOLDOVER
BY TENANT. If Tenant remains in possession of the Premises without the
consent of the Landlord after the natural expiration or sooner termination of
this Lease, then Tenant shall be deemed a Tenant at sufferance and be liable to
Landlord for one hundred fifty percent (150%) rent during any holdover
period.

               37.      ABANDONMENT.
If at any time during the term of this Lease Tenant abandons the
Premises or any part thereof, and provided that Tenant is either not fulfilling
its maintenance or its payment obligations under this Lease, Landlord may, at
Landlord's option, enter the Premises by any means without being liable for any
prosecution therefor and without becoming liable to Tenant for damages or for
any payment of any kind whatever, and may, at Landlord's discretion, as agent
for Tenant, relet the Premises or any part thereof for the whole or any part of
the then unexpired term, and may receive and collect all rent payable by virtue
of such reletting, and at Landlord's option, may hold Tenant liable for any
difference between the rent that would have been payable under this Lease during
the balance of the unexpired term if this Lease had continued in force and the
net rent for such period realized by Landlord by means of such reletting. If
Landlord's right of re-entry is exercised following abandonment of the premises
by Tenant, then the Landlord may consider any personal property belonging to the
Tenant and left on the premises to have also been abandoned, in which case
Landlord may dispose of all such personal property in any manner Landlord shall
deem proper and Landlord shall not

15




incur any liability for doing so. Landlord may also sell any
such property belonging to Tenant, on Tenant's account, to pay for any
deficiency in amounts owed pursuant to this Lease. In the event Landlord sells
or otherwise disposes of Tenant's personal property in accordance with this
paragraph, Landlord shall not be relieved of any liability to third parties
having an interest in such personal property if Landlord has actual or
constructive notice of such interest prior to disposition.

               38.      RULES
AND REGULATIONS. Tenant agrees that Tenant, its employees, agents, and
invitees will abide by all reasonable rules and regulations from time to time
established by Landlord by written notice to Tenant. The initial copy of such
rules and regulations are attached hereto as Exhibit "B", but Tenant
acknowledges that such rules and regulations are subject to change and agrees to
abide by such changes, provided that they are reasonable under the circumstances
and do not proscribe or materially interfere with Tenant's use of the
Premises.

               39.      SUBORDINATION
OF LEASE. Tenant agrees that this Lease is and at all times shall be
subject and subordinate to the lien of any mortgage now or hereafter encumbering
the Premises, or the land or building of which the Premises constitutes a part.
Tenant agrees to execute, acknowledge, and deliver free of charge any reasonable
and truthful instrument of subordination required or requested by Landlord or
any mortgagee of Landlord, and a signed writing acknowledging the status of this
Lease. Upon the transfer of any or all of Landlord's interest in this Lease or
the Premises, or both, regardless of whether such transfer is characterized as
voluntary or by operation of law, conditional or unconditional, absolute or as
security for performance of an obligation, Tenant agrees to promptly execute,
acknowledge and deliver to such transferee such reasonable estoppels, attornment
agreements and similar items as such transferee may require. Upon the absolute
transfer of the Premises to any party assuming Landlord's obligations hereunder,
the person or entity executing this Lease as Landlord shall thereupon be
relieved of any and all further obligations to Tenant hereunder.

               40.      RECORDABILITY.
This Lease, or any copies hereof, may not be recorded without Landlord's prior
written consent.

               41.      TRANSFER
OF LANDLORD'S INTEREST. The term "Landlord" as used in this Lease shall
denote only the owner for the time being or mortgagee in possession for the time
being of the Premises. In the event the Premises are sold, each time the
Premises are sold the selling Landlord shall be relieved of all

16




obligations and liability under this Lease except for those
obligations or liabilities for which Tenant has previously asserted a claim or
demand for to Landlord in writing.

               42.      FINANCIAL
STATEMENTS. Upon Landlord's request, of if requested by Landlord's
mortgagee or prospective lender, Tenant shall prepare and furnish to Landlord an
income statement for Tenant's most recent fiscal year and balance sheet
effective as of the end of such fiscal year. Such statements shall be provided
within 10 days of Landlord's request, or within four (4) months after the end of
such fiscal year, whichever is later.

               43.      ASSIGNABILITY/SUBLETTING.
Tenant may not assign, sublease or transfer any interest in this Lease or
privilege pertinent thereto without the prior written consent of Landlord, which
shall not be unreasonably withheld. Further, any consent to an assignment shall
not release Tenant without Landlord's written consent. In the event Tenant
requests Landlord to approve an assignment, sublease or transfer, Tenant shall
reimburse Landlord the reasonable costs in determining the proposed assignee's,
sublessee's or transferee's acceptability, together with reasonable attorney
fees related thereto, which reimbursement shall be a condition of approval.

               44.      INSPECTION
AND ACCESS TO PREMISES. Landlord and Landlord's agents shall have the
right upon reasonable notice to Tenant and at all reasonable times while Tenant
is in possession of the Premises, to enter upon the Premises for the purpose of
inspecting the Premises, preventing waste, and making such repairs as Landlord
may reasonably consider necessary (but without any obligation to do so except as
expressly provided for herein), and showing the Premises to prospective buyers,
mortgagees, or tenants. Landlord's notice to Tenant prior to entering the
Premises shall not be required in the event of an emergency. Landlord shall also
have the right to post "for sale" or "for rent" signs on the Premises during the
final six months of the Lease. In addition, Tenant shall allow Landlord to enter
upon the Premises upon reasonable notice and at all reasonable times for the
purpose of installing or servicing electrical wiring, telephone cables, water
and sewer lines, or other similar transmission lines, which cross the Premises
or may otherwise be used to render service to any adjoining property owned or
subsequently acquired by Landlord. Landlord will use and will cause those
entering the Premises to perform such inspections to use reasonable efforts not
to materially disrupt or interfere with Tenant's operations at the Premises.

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               45.      SURRENDER
UPON TERMINATION. Tenant agrees to, and shall, upon the natural
expiration or sooner termination of this Lease, promptly surrender and deliver
the Premises to Landlord without demand therefor in good condition, excepting
ordinary wear and tear, condemnation or uninsured damage or destruction as a
result of one or more circumstances or events not within Tenant's control.

               46.      RADON.
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.

               47.      SEVERABILITY.
If any portion of this Lease shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Lease is invalid or unenforceable,
but that by limiting such provision, it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced as so
limited.

               48.      CONSTRUCTION.
Both parties acknowledge that they participated in the negotiation and
drafting of this Lease, and therefore, any terms hereof shall not be construed
against either party by virtue of either party having drafted the provision
being construed.

               49.      ENTIRE
AGREEMENT. This Lease contains the entire agreement of the parties and
supersedes any prior understandings or written or oral agreements between the
parties pertaining to the subject matter of this Lease. There are no other
promises or conditions between the parties in any other agreement, whether oral
or written. This Lease may be modified or amended only by a written instrument
executed by both parties. No amendment, modification, or alteration of the terms
of this Lease shall be binding unless it is in writing, dated subsequent to the
date hereof, and duly executed by the parties to this Lease.

               50.      EXISTING
LEASE VOIDED. As of the Effective Date, (unless an alternate date is
mutually agreed upon by the parties in writing prior to such time), that certain
Lease Agreement between the parties dated July 1, 2001, related to the real
property described as Lots 1-9, University Park of Commerce, Section One, as per
plat thereof recorded in Plat Book 23, Pages 185 thru 188, of the Public Records
of Manatee County, Florida

18




(the "Existing Lease"), shall terminate automatically without
further action by the parties.

               51.      GOVERNING
LAW. This Lease shall be construed in accordance with the laws of the
state of Florida and venue of any proceeding shall be in Manatee County,
Florida.

               52.      ATTORNEY
FEES. In the event either party breaches any of the terms of this Lease
and the non-breaching party employs an attorney to collect any sums due or to
protect or enforce such non-breaching party's rights hereunder, regardless of
whether formal legal proceedings are commenced, the non-breaching party shall be
entitled to recover reasonable attorney's fees so incurred -and, in the event
that Landlord is the non-breaching party, such fees may be demanded as
additional rent. If litigation between the parties arises out of this Lease or
the tenancy created herein, the prevailing party in such litigation shall be
entitled to recover all costs incurred, including but not limited to, costs
involved in collection, court costs, and attorney fees at all stages of all
proceedings, including bankruptcy and appeal.

               53.      NOTICES.
All notices provided to be given under this Agreement shall be hand delivered,
sent by overnight courier, or sent by certified mail return receipt requested,
addressed to Tenant at the Premises, and to Landlord at Landlord's address first
set forth above. Either party may change such addresses from time to time by
providing written notice to the other party in accordance with the provisions
hereof.

               54.      CONFIDENTIALITY.
Landlord agrees to keep all nonpublic information concerning Tenant
that Landlord might directly or indirectly acquire in connection with this Lease
or the relationship of the parties, including, without limitation, information
related to Tenant's operations, its business strategies, its financial details
or circumstances, its directors, officers or its personnel, in the strictest
confidence and not to disclose any portion of such information other than as
required to comply with a subpoena, and then, only to the extent necessary in
the opinion of Landlord's counsel, expressed in writing, to effect compliance.
This Lease is entered by the parties as of the day and year first written
above.

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	"Landlord" 	"Tenant" 


 

	HERRIG ENTERPRISES, L.L.C. 	CARBIX USA INC. 
	  	  	  	  
	By: 	/s/ Steven F. Herrig                                
       	By: 	/s/ Carl Ritter                                              
       
	Steven F. Herrig 	  	Carl Ritter 
	Title: 	CEO                                                          
       	  	Chief Executive Officer                             
       







Exhibit A

Build-Out Requirements

               1.
The interior of the Premises will be reconfigured in accordance with those
certain building plans prepared by The ADP Group dated ______, 2003, (the
"Initial Plans"). In the event the Initial Plans are modified prior to
the Commencement of construction, then Landlord will perform the Buildout in
accordance with any modified plans, provided however, that (a) any modified
plans will be in substantial conformity with the Initial Plans, and; (b) the
cost of construction as called for by any modified plans shall not exceed 105%
of the cost of construction as called for by the Initial Plans.

               2.
All interior walls will be painted.

               3.
New commercial grade carpet will be installed in all areas other than those that
are currently tiled, such as the kitchen and bathrooms.

               4.
Ceiling tiles will be replaced as needed.

               5.
Any changes specified in the Initial Plans related to compliance with current
building codes. (Tenant represents that no changes other than those set forth in
the Initial Plans are required to meet current building codes.)

               6.
Electrical service will be modified as needed to provide adequate power to
offices and server room.

               7.
Network and phone wiring will be provided as specified in the Initial Plans.

               8.
Landlord will perform changes to the driveway and the exterior portion of the
Premises as specified in the Initial Plans.

               9.
Landlord will construct an outside patio with canopy as specified in the Initial
Plans.

               10.
  Landlord will remove the concrete lattice, paint the exterior of the building
  and install canopies as specified in the Initial Plans.

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Exhibit B

RULES AND REGULATIONS

 

 

22