Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.1





 PURCHASE AGREEMENT

     THIS PURCHASE AGREEMENT (the
“Agreement”), dated January 24, 2008 (the “Effective Date”), is by and among
JonRoss, Inc. (the “Seller”) and Carbiz USA Inc. (the “Purchaser”).

W I T N E S S E T H:

     WHEREAS, Seller owns 50% of the
issued and outstanding membership interests of Carbiz Auto Credit JV1, LLC (the
“Company”); and

     WHEREAS, Seller desires to sell
all of the aforementioned membership interests (the “Interests”) to Purchaser
and Purchaser desires to purchase the same from Seller upon the terms
hereinafter set forth.

     NOW, THEREFORE, in consideration
of the mutual covenants, premises and agreement of the parties hereto and of the
mutual benefits to be gained by the performance thereof and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto, for themselves and their respective heirs,
personal representatives, successors and assigns covenant and agree as
follows:

     1.     
Purchase and Sale of Interests. Purchaser agrees to purchase and Seller
agrees to sell, the Interests, in accordance with the terms and conditions set
forth herein.

     2.     
Agreement Regarding Purchase Price. Seller hereby sells and delivers to
Purchaser, and Purchaser hereby purchases from Seller, the Interests, for
aggregate consideration of Six Hundred Thousand and 00/100 Dollars
($600,000.00), payable as follows: (a) by Purchaser’s issuance to Seller as soon
as practicable after the Effective Date of 1,600,000 shares of common stock of
Carbiz Inc., the parent company of the Purchaser, and (b) delivery by Purchaser
to Seller as soon as practicable after the Effective Date of a promissory note
in the form of Exhibit A hereto. 

     3.     
Delivery of Assignment. Concurrently herewith, Seller hereby delivers to
Purchaser an assignment of the Interests.

     4.     
Representations and Warranties by Seller. Seller represents and warrants
to Purchaser as follows:

     (a)     
Seller is the sole owner of the Interests that are offered to Purchaser herein
and all of such Interests are free and clear of liens or encumbrances of any
kind. 

     (b)     
Seller acknowledges that it is responsible for and shall pay all taxes of
whatever nature, whether state, federal, income, capital gains or otherwise that
may be due on the sale of the Interests.

     5.     
Governing Law. The validity, construction, interpretation, and
enforcement of this Agreement are governed by the laws of the State of Florida
and the United States of America, excluding the laws of this jurisdiction
relating to resolution of conflict with laws of other jurisdictions.




     6.     
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

     7.     
Further Assurances. From time to time hereafter and without further
consideration, the parties, and each of them, shall execute and deliver such
additional or further instruments and take such other actions as either may
reasonably request in order to more effectively consummate the contemplated
transactions hereunder or as shall be reasonably necessary or appropriate in
connection with the carrying out of the parties respective obligations hereunder
for the purposes of this Agreement.

     8.     
Construction. This Agreement constitutes the negotiated joint effort of
the parties and shall not be construed more strongly against any party.

     9.     
Complete Agreement. This Agreement expresses the entire agreement of the
parties with respect to the subject matter hereto, and supersedes all prior
agreements, written or oral, with respect to such subject matter. This Agreement
may be supplemented, modified or amended only in a writing signed by the
parties.

     10.     
Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of each of the parties and their respective successors
and assigns.

     IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above
written.

	 	“SELLER” 
	 	 	 
	 	JONROSS, INC. 
	 	 	 
	 	 By:	 /s/ John Ross Quigley 
	 	 	John Ross Quigley, Chief
      Executive Officer 
	 	 	 
	 	“PURCHASER” 
	 	 	 
	 	CARBIZ USA INC. 
	 	 	 
	 	 By:	 /s/ Carl Ritter 
	 	 	Carl Ritter, Chief
      Executive Officer 


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