Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.8






ESCROW AGREEMENT 

     THIS ESCROW AGREEMENT
(this “Agreement”) is made and entered into as of February 28, 2007 among
CARBIZ INC., an Ontario, Canada corporation (the “Company”); the
Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof
(also referred to as the “Investor(s)”), and JAMES G. DODRILL II,
P.A., as Escrow Agent hereunder (the “Escrow Agent”). 

BACKGROUND 

     WHEREAS, the Company and
the Investor(s) have entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”; capitalized terms that are not otherwise
defined herein shall have the meanings assigned to them in the Securities
Purchase Agreement), dated as of the date hereof. 

     WHEREAS, the Securities
Purchase Agreement provides that its Investor(s) shall deposit its purchase
amount Subscription Amount in a segregated escrow account to be held by Escrow
Agent in order to effectuate a disbursement to the Company at each Closing. 

     WHEREAS, Escrow Agent has
agreed to accept, hold, and disburse the funds deposited with it in accordance
with the terms of this Agreement and the Securities Purchase Agreement; and 

     WHEREAS, in order to
establish the escrow of funds and to effect the provisions of the Securities
Purchase Agreement, the parties hereto have entered into this Agreement. 

NOW THEREFORE, in consideration of the foregoing, it is
hereby agreed as follows: 

     1. Definitions. The
following terms shall have the following meanings when used herein: 

     a. “Escrow Funds” shall
mean the funds deposited with Escrow Agent pursuant to the Securities Purchase
Agreement and this Agreement. 

     b. “Joint Written
Direction” shall mean a written direction executed by the
Investor(s) and the Company directing Escrow Agent to disburse all or a portion
of the Escrow Funds or to take or refrain from taking any action pursuant to
this Agreement. 

     2. Appointment of and
Acceptance by Escrow Agent. The Investor(s) and the Company
hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent
hereby accepts such appointment and, upon receipt by wire transfer of the Escrow
Funds in accordance with Section 3 below, agrees to hold, invest and disburse
the Escrow Funds in accordance with this Agreement. The Company hereby
acknowledges that the Escrow Agent is counsel to the Investor(s) in connection
with the transactions contemplated and referred herein. The Company agrees that
in the event of any dispute arising in connection with this Escrow 




Agreement or otherwise in connection with any transaction or
agreement contemplated and referred herein, the Escrow Agent shall be permitted
to continue to represent the Investor(s) and the Company will not seek to
disqualify such counsel.

     3. Creation of Escrow
Funds. On or prior to the date hereof, the Escrow Agent shall
establish an escrow account, which escrow account shall be entitled as follows:
“Carbiz, Inc../Trafalgar Capital Specialized Investment Fund Escrow Account” for
the deposit of the Escrow Funds. Prior to each Closing, the Investor(s) shall
wire funds for the Subscription Amount(s) necessary for such Closing to the
account of the Escrow Agent as follows: 

	Bank: 	Bank of America 
	 	 
	Routing #: 	026009583 
	 	 
	SWIFT #: 	BOFAUS3N 
	 	 
	Account #: 	8980 0504 8237 
	  	  
	  	  
	Name on Account: 	James G. Dodrill II, P.A. as Escrow Agent

	 	 
	Name on Sub-Account: 	Carbiz, Inc./ Trafalgar Capital Specialized
  
	  	Investment Fund Escrow account



     4. Disbursements from the
Escrow Account. The Escrow Agent will continue to hold such funds
until Trafalgar Capital Sarl on behalf of the Investor(s) and Company execute a
Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds
pursuant to such Joint Written Direction. In disbursing such funds, Escrow Agent
is authorized to rely upon such Joint Written Direction from the Company and
Trafalgar Capital Sarl and may accept any signatory from the Company listed on
the signature page to this Agreement and any signature from Trafalgar Capital
Sarl that the Escrow Agent already has on file. 

     5. Collection
Procedure. Escrow Agent is hereby authorized to deposit the
proceeds of each wire in the Escrow Account. 

     6. Suspension of
Performance: Disbursement Into Court. If at any time, there shall
exist any dispute between the Company and the Investor(s) with respect to
holding or disposition of any portion of the Escrow Funds or any other
obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable
to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any
portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions: 

     a. suspend the performance of any
of its obligations (including without limitation any disbursement obligations)
under this Escrow Agreement until such dispute or 

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uncertainty shall be resolved to the sole satisfaction of
Escrow Agent or until a successor Escrow Agent shall be appointed (as the case
may be); provided however, Escrow Agent shall continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or 

     b. petition (by means of an
interpleader action or any other appropriate method) any court of competent
jurisdiction in any venue convenient to Escrow Agent, for instructions with
respect to such dispute or uncertainty, and to the extent required by law, pay
into such court, for holding and disposition in accordance with the instructions
of such court, all funds held by it in the Escrow Funds, after deduction and
payment to Escrow Agent of all fees and expenses (including court costs and
attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow
Agent in connection with performance of its duties and the exercise of its
rights hereunder. 

     c. Escrow Agent shall have no
liability to the Company, the Investor(s), or any person with respect to any
such suspension of performance or disbursement into court, specifically
including any liability or claimed liability that may arise, or be alleged to
have arisen, out of or as a result of any delay in the disbursement of funds
held in the Escrow Funds or any delay in with respect to any other action
required or requested of Escrow Agent. 

     7. Investment of Escrow
Funds. Escrow Agent shall deposit the Escrow Funds in a
non-interest bearing account.

     8. Resignation and Removal
of Escrow Agent. Escrow Agent may resign from the performance of
its duties hereunder at any time by giving thirty (30) days’ prior written
notice to the parties or may be removed, with or without cause, by the parties,
acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any
time by the giving of ten (10) days’ prior written notice to Escrow Agent as
provided herein below. Upon any such notice of resignation or removal, the
representatives of the Investor(s) and the Company identified in Sections
13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow Agent
hereunder, which shall be a commercial bank, trust company or other financial
institution with a combined capital and surplus in excess of US$10,000,000.00.
Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a
successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from
its duties and obligations under this Escrow Agreement, but shall not be
discharged from any liability for actions taken as Escrow Agent hereunder prior
to such succession. After any retiring Escrow Agent’s resignation or removal,
the provisions of this Escrow Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this
Escrow Agreement. The retiring Escrow Agent shall transmit all records
pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow
Funds to the successor Escrow Agent, after making copies of such records as the
retiring Escrow Agent deems advisable and after deduction and payment to the
retiring Escrow Agent of all fees and expenses (including court costs and
attorneys’ fees) payable to, incurred by, or expected to be incurred by the
retiring Escrow Agent in connection with the performance of its duties and the
exercise of its rights hereunder. 

     9. Liability of Escrow
Agent. 

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     a. Escrow Agent shall have no
liability or obligation with respect to the Escrow Funds except for Escrow
Agent’s willful misconduct or gross negligence. Escrow Agent’s sole
responsibility shall be for the safekeeping, investment, and disbursement of the
Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall
have no implied duties or obligations and shall not be charged with knowledge or
notice or any fact or circumstance not specifically set forth herein. Escrow
Agent may rely upon any instrument, not only as to its due execution, validity
and effectiveness, but also as to the truth and accuracy of any information
contained herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this Agreement. In no event shall Escrow
Agent be liable for incidental, indirect, special, and consequential or punitive
damages. Escrow Agent shall not be obligated to take any legal action or
commence any proceeding in connection with the Escrow Funds, any account in
which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or
to appear in, prosecute or defend any such legal action or proceeding. Escrow
Agent may consult legal counsel selected by it in any event of any dispute or
question as to construction of any of the provisions hereof or of any other
agreement or its duties hereunder, or relating to any dispute involving any
party hereto, and shall incur no liability and shall be fully indemnified from
any liability whatsoever in acting in accordance with the opinion or
instructions of such counsel. The Company and the Investor(s) jointly and
severally shall promptly pay, upon demand, the reasonable fees and expenses of
any such counsel. 

     b. Escrow Agent is hereby
authorized, in its sole discretion, to comply with orders issued or process
entered by any court with respect to the Escrow Funds, without determination by
Escrow Agent of such court’s jurisdiction in the matter. If any portion of the
Escrow Funds is at any time attached, garnished or levied upon under any court
order, or in case the payment, assignment, transfer, conveyance or delivery of
any such property shall be stayed or enjoined by any court order, or in any case
any order judgment or decree shall be made or entered by any court affecting
such property or any part thereof, then and in any such event, Escrow Agent is
authorized, in its sole discretion, to rely upon and comply with any such order,
writ judgment or decree which it is advised by legal counsel selected by it,
binding upon it, without the need for appeal or other action; and if Escrow
Agent complies with any such order, writ, judgment or decree, it shall not be
liable to any of the parties hereto or to any other person or entity by reason
of such compliance even though such order, writ judgment or decree may be
subsequently reversed, modified, annulled, set aside or vacated. 

     10. Indemnification of
Escrow Agent. From and at all times after the date of this
Agreement, the parties jointly and severally, shall, to the fullest extent
permitted by law and to the extent provided herein, indemnify and hold harmless
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of Escrow Agent (collectively, the “Indemnified Parties”) against
any and all actions, claims (whether or not valid), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever (including
without limitation reasonable attorney’s fees, costs and expenses) incurred by
or asserted against any of the Indemnified Parties from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising
from or in any way relating to any claim, demand, suit, action, or proceeding
(including any inquiry or investigation) by any person, including without
limitation the parties to this Agreement, whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any person under any
statute or regulation, including, but not limited to, any federal or 

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state securities laws, or under any common law or equitable
cause or otherwise, arising from or in connection with the negotiation,
preparation, execution, performance or failure of performance of this Agreement
or any transaction contemplated herein, whether or not any such Indemnified
Party is a party to any such action or proceeding, suit or the target of any
such inquiry or investigation; provided, however, that no Indemnified Party
shall have the right to be indemnified hereunder for liability finally
determined by a court of competent jurisdiction, subject to no further appeal,
to have resulted from the gross negligence or willful misconduct of such
Indemnified Party. If any such action or claim shall be brought or asserted
against any Indemnified Party, such Indemnified Party shall promptly notify the
Company and the Investor(s) hereunder in writing, and the Investor(s) and the
Company shall assume the defense thereof, including the employment of counsel
and the payment of all expenses. Such Indemnified Party shall, in its sole
discretion, have the right to employ separate counsel (who may be selected by
such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor(s) and/or the Company shall be required to pay such fees and expense if
(a) the Investor(s) or the Company agree to pay such fees and expenses, or (b)
the Investor(s) and/or the Company shall fail to assume the defense of such
action or proceeding or shall fail, in the sole discretion of such Indemnified
Party, to employ counsel reasonably satisfactory to the Indemnified Party in any
such action or proceeding, (c) the Investor(s) and the Company are the plaintiff
in any such action or proceeding or (d) the named or potential parties to any
such action or proceeding (including any potentially impleaded parties) include
both the Indemnified Party, the Company and/or the Investor(s) and the
Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or additional to
those available to the Company or the Investor(s). The Investor(s) and the
Company shall be jointly and severally liable to pay fees and expenses of
counsel pursuant to the preceding sentence, except that any obligation to pay
under clause (a) shall apply only to the party so agreeing. All such fees and
expenses payable by the Company and/or the Investor(s) pursuant to the foregoing
sentence shall be paid from time to time as incurred, both in advance of and
after the final disposition of such action or claim. The obligations of the
parties under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent. 

     The parties agree that neither
payment by the Company or the Investor(s) of any claim by Escrow Agent for
indemnification hereunder shall impair, limit, modify, or affect, as between the
Investor(s) and the Company, the respective rights and obligations of
Investor(s), on the one hand, and the Company, on the other hand. 

     11. Expenses of Escrow
Agent. Except as set forth in Section 11 the Company shall
reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including telephone and facsimile transmission costs, postage (including express
mail and overnight delivery charges), copying charges and the like. All of the
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any termination of this Agreement and the resignation or
removal of Escrow Agent. 

     12. Warranties.


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     a. The Investor(s) makes the
following representations and warranties to Escrow Agent: 

     (i) The Investor(s) has full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. 

     (ii) This Agreement has been duly
approved by all necessary action of the Investor(s), including any necessary
approval of the limited partner of the Investor(s) or necessary corporate
approval, as applicable, has been executed by duly authorized officers of the
Investor(s), enforceable in accordance with its terms. 

     (iii) The execution, delivery,
and performance of the Investor(s) of this Agreement will not violate, conflict
with, or cause a default under any agreement of limited partnership of
Investor(s) or the certificate of incorporation or bylaws of the Investor(s) (as
applicable), any applicable law or regulation, any court order or administrative
ruling or degree to which the Investor(s) is a party or any of its property is
subject, or any agreement, contract, indenture, or other binding arrangement.


     (iv) Andrew Garai has been duly
appointed to act as the representative of the Investor(s) hereunder and has full
power and authority to execute, deliver, and perform this Escrow Agreement, to
execute and deliver any Joint Written Direction, to amend, modify, or waive any
provision of this Agreement, and to take any and all other actions as the
Investor(s)’s representative under this Agreement, all without further consent
or direction form, or notice to, the Investor(s) or any other party. The
Investor can revoke such appointment at any time and designate a replacement
representative upon written notice to the parties in accordance with Section 14.


     (v) No party other than the
parties hereto and the Investor(s) have, or shall have, any lien, claim or
security interest in the Escrow Funds or any part thereof. No financing
statement under the Uniform Commercial Code is on file in any jurisdiction
claiming a security interest in or describing (whether specifically or
generally) the Escrow Funds or any part thereof. 

     (vi) All of the representations
and warranties of the Investor(s) contained herein are true and complete as of
the date hereof and will be true and complete at the time of any disbursement
from the Escrow Funds. 

     b. The Company makes the
following representations and warranties to the Escrow Agent: 

     (i) The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of Ontario, Canada and has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. 

     (ii) This Agreement has been duly
approved by all necessary corporate action of the Company, including any
necessary shareholder approval, has been executed by duly authorized officers of
the Company, enforceable in accordance with its terms. 

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     (iii) The execution, delivery,
and performance by the Company of this Agreement is in accordance with the
Securities Purchase Agreement and will not violate, conflict with, or cause a
default under the certificate of incorporation or bylaws of the Company, any
applicable law or regulation, any court order or administrative ruling or decree
to which the Company is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement, including without
limitation to the Securities Purchase Agreement, to which the Company is a
party. 

     (iv) Stan Heitz has been duly
appointed to act as the representative of the Company hereunder and has full
power and authority to execute, deliver, and perform this Agreement, to execute
and deliver any Joint Written Direction, to amend, modify or waive any provision
of this Agreement and to take all other actions as the Company’s Representative
under this Agreement, all without further consent or direction from, or notice
to, the Company or any other party. The Company can revoke such appointment at
any time and designate a replacement representative upon written notice to the
parties in accordance with Section 14. 

     (v) No party other than the
parties hereto and the Investor(s) have, or shall have, any lien, claim or
security interest in the Escrow Funds or any part thereof. No financing
statement under the Uniform Commercial Code is on file in any jurisdiction
claiming a security interest in or describing (whether specifically or
generally) the Escrow Funds or any part thereof. 

     (vi) All of the representations
and warranties of the Company contained herein are true and complete as of the
date hereof and will be true and complete at the time of any disbursement from
the Escrow Funds. 

     13. Consent to Jurisdiction
and Venue. In the event that any party hereto commences a lawsuit
or other proceeding relating to or arising from this Agreement, the parties
hereto agree that the United States District Court for the Southern District of
Florida shall have the sole and exclusive jurisdiction over any such proceeding.
If all such courts lack federal subject matter jurisdiction, the parties agree
that the State Court of Florida, located in Broward County, Florida shall have
sole and exclusive jurisdiction. Any of these courts shall be proper venue for
any such lawsuit or judicial proceeding and the parties hereto waive any
objection to such venue. The parties hereto consent to and agree to submit to
the jurisdiction of any of the courts specified herein and agree to accept the
service of process to vest personal jurisdiction over them in any of these
courts.

     14. Notice.
All notices and other communications hereunder shall be in writing and shall
be deemed to have been validly served, given or delivered five (5) days after
deposit in the United States mails, by certified mail with return receipt
requested and postage prepaid, when delivered personally, one (1) day delivered
to any overnight courier, or when transmitted by facsimile transmission and upon
confirmation of receipt and addressed to the party to be notified as follows:


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	If to Investor(s), to: 	Trafalgar Capital Specialized
      Investment Fund 
	  	8-10 Rue Mathias Hardt 
	  	BP 3023 	  
	  	L-1030 Luxembourg 
	  	Attention: 	 Andrew Garai, Chairman of the Board of
  
	  	  	 Trafalgar Capital Sarl, General Partner
    
	  	Facsimile: 	 011-44-207-405-0161 and 
	  	  	 001-786-323-1651 
	  	  	  
	If to Escrow Agent, to: 	James G. Dodrill II, P.A. 
	  	5800 Hamilton Way 
	  	Boca Raton, FL 33496 
	  	Attention: 	 James Dodrill Esq. 
	  	Telephone: 	 (561) 862-0529 
	  	Facsimile: 	 (561) 892-7787 
	  	  	  
	If to the Company, to: 	Carbiz Inc. 	  
	  	7405 North Tamiami Trail 
	  	Sarasota, FL 34243 
	  	Attn: Mr. Carl Ritter, CEO 
	  	Telephone: (800) 547-2277 
	  	Facsimile: (941) 308-2718 
	  	  	  
	With a copy to: 	Troutman Sanders LLP 
	  	222 Central Park Avenue, Suite 2000
    
	  	Virginia Beach, VA 23462 
	  	Attn: Mr. Thomas M. Rose, Esq. 
	  	Telephone: 	 (757) 687-7715 
	  	Facsimile: 	 (757) 687-1529 


Or to such other address as each party may designate for itself
by like notice. 

     15. Amendments or
Waiver. This Agreement may be changed, waived, discharged or
terminated only by a writing signed by the parties hereto. No delay or omission
by any party in exercising any right with respect hereto shall operate as
waiver. A waiver on any one occasion shall not be construed as a bar to, or
waiver of, any right or remedy on any future occasion. 

     16.
Severability. To the extent any provision of this Agreement
is prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. 

     17. Governing
Law. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Florida without giving effect
to the conflict of laws principles thereof. 

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     18. Entire
Agreement. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds. 

     19. Binding
Effect. All of the terms of this Agreement, as amended from time
to time, shall be binding upon, inure to the benefit of and be enforceable by
the respective heirs, successors and assigns of the Investor(s), the Company, or
the Escrow Agent. 

     20. Execution of
Counterparts. This Agreement and any Joint Written Direction may
be executed in counter parts, which when so executed shall constitute one and
same agreement or direction. 

     21. Termination.
Upon the first to occur of the disbursement of all amounts in the Escrow
Funds pursuant to Joint Written Directions or the disbursement of all amounts in
the Escrow Funds into court pursuant to Section 7 hereof, this Agreement shall
terminate and Escrow Agent shall have no further obligation or liability
whatsoever with respect to this Agreement or the Escrow Funds. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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     IN WITNESS WHEREOF the
parties have hereunto set their hands and seals the day and year above set
forth. 

	 	CARBIZ INC. 
	 	  	  
	 	By: 	 
    
	 	Name: 	  
	 	Title: 	  
	 	  	  
	 	  	  
	 	TRAFALGAR CAPITAL SPECIALIZED
    
	 	INVESTMENT FUND, LUXEMBOURG
  
	 	  	  
	 	By: 	Trafalgar Capital Sarl 
	 	Its: 	General Partner 
	 	  	  
	 	By: 	 
    
	 	Name: 	Andrew Garai 
	 	Title: 	Chairman of the Board 
	 	  	  
	 	  	  
	 	JAMES G. DODRILL II, P.A.
  
	 	  	  
	 	By: 	 
    
	 	Name: 	James Dodrill, Esq. 


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